TCR_Public/150508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 8, 2015, Vol. 19, No. 128

                            Headlines

ALLIED SYSTEMS: Files Ch. 11 Plan and Disclosure Statement
ALTRO REALTY: Case Summary & 2 Largest Unsecured Creditors
AMERICAN AXLE: Posts $53.2 Million Net Income in First Quarter
AMERICAN AXLE: Stockholders Elect Three Directors to Board
AMERICAN LIBERTY: Case Summary & 3 Largest Unsecured Creditors

AMPAL-AMERICAN: CEO Wants "Conflicted" Trustee Booted
AMPLIPHI BIOSCIENCES: Amends 2014 Annual Report to Add Part III
ARCH COAL: Fitch Affirms 'CCC' Issuer Default Rating
AT HOME HOLDING III: Moody's Rates New $300MM 1st Lien Loan B2
AT HOME HOLDING: S&P Lowers CCR to 'B-' on Refinancing

ATLS ACQUISITION: Disclosure Statement Approved
ATP OIL: Judge Tosses Duplicative Lien Suit Over Offshore Oil Work
ATP OIL: Wants to Pursue Deepwater Claims Against BP
AVANTOR PERFORMANCE: Moody's Changes Ratings Outlook to Stable
AZ HONKY TONK: Case Summary & 5 Largest Unsecured Creditors

BELLISIO FOODS: Moody's Alters Outlook to Neg & Affirms B3 CFR
BERNARD L. MADOFF: Trustee Nets $11.1M in Clawback Deals
BETH ISRAEL: S&P Revises Outlook to Stable & Affirms 'B+' Rating
BIOPLAN USA: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
BLOCK COMMUNICATIONS: Moody's Affirms Ba3 CFR, Outlook Stable

BPZ RESOURCES: Remains in Talks With Convertible Bondholders
BREWERY LOFT PARTNERS: Aqualand Development Buys Dormant Lone Star
C. WONDER: Sued by Workers Over WARN Act Violations
CHINA MEDICAL: Paul Weiss Fights Liquidator's Bid for Documents
CHINA NATURAL: Class Plaintiffs Can Proceed Despite Ch. 7

COMMUNITY HEALTH: S&P Assigns 'BB' Rating on $1-Bil. Term Loan G
CONSTELLIS HOLDINGS: Moody's Rates New $450MM 2nd Lien Notes 'B3'
CONSTELLIS HOLDINGS: S&P Affirms 'B' CCR, Outlook Remains Stable
CRESTWOOD MIDSTREAM: S&P Affirms 'BB' CCR, Outlook Stable
CROWN MEDIA: Reports $18.5 Million Net Income in First Quarter

DBSI INC: Wavetronix Intervenors Sue Trust in Control Struggle
DELCO OIL: Owner Gets 6.5 Years for Bank Fraud
DREIER LLP: Ex-Diamond McCarthy Atty Denied Early Win in Fee Row
DVORKIN HOLDINGS: Bankr. Court Weighs Interest Rates
ELBIT IMAGING: Files Form 20-F with SEC

ELEPHANT TALK: Amends 2014 Annual Report to Add Part III
EMMAUS LIFE: Two Directors Resign Due to Disagreements
ENDEAVOUR INTERNATIONAL: Judge Postpones Ruling on Bid for Standing
ENERGIZER HOLDINGS: S&P Assigns 'BB' CCR, Outlook Stable
ENERGIZER SPINCO: Moody's Assigns Ba2 CFR, Outlook Stable

ERESEARCH TECHNOLOGIES: Moody's Says $25M Loan Upsize is Credit Neg
ERG INTERMEDIATE: Has Interim Authority to Tap $5-Mil. in DIP Loan
ERG INTERMEDIATE: Section 341(a) Meeting Set for June 9
EXELIXIS INC: Posts $35.2 Million Net Loss in First Quarter
EXELIXIS INC: To Issue 10.4 Million Shares Under Incentive Plan

FAMILY CHRISTIAN: Court Sets June 9 as Claims Bar Date
FAMILY CHRISTIAN: US Trustee Wants Court to Name Consumer Ombudsman
FIBERTECH HOLDING: Moody's Changes Outlook to Developing
FL 6801 SPIRITS: Deadline to Remove Suits Extended to May 19
FREDERICK'S OF HOLLYWOOD: Can Proceed With May 28 Auction

FREEDOM INDUSTRIES: State Regulators Set Up Spill Cleanup Website
FREEDOM INDUSTRIES: Targeting June Confirmation of Chapter 11 Plan
GARLOCK SEALING: Belluck Fights Subpoenas in Racketeering Suit
GENERAL MOTORS: Ignition Switch Plaintiffs to Appeal Shield Ruling
GFI GROUP: Fitch Raises IDR to 'BB+', Off Rating Watch Positive

GILES-JORDAN: To Present Plan for Confirmation on May 14
GT ADVANCED: U.S. Trustee Wants Spending Examined
HALO SPORTS: Case Summary & 5 Largest Unsecured Creditors
HANLIN AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
HCA INC: Fitch Assigns 'BB-' Rating on $1.6 Billion Senior Notes

HCA INC: Moody's Ba3 CFR Unaffected by $1.6BB Bond Offering
HCA INC: S&P Assigns 'B+' Rating on Proposed $1.6BB Unsecured Notes
HORIZON LINES: Posts $23.8 Million Net Loss in First Quarter
HOST HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
HUTCHESON MEDICAL: Erlanger Blocks Bid to Amend Counter-Claim

INFILTRATOR SYSTEMS: S&P Assigns 'B' CCR; Outlook Stable
INTEGRATED FREIGHT: Swings to $1.43 Million Net Loss in 2014
ISOLA USA: S&P Revises Outlook to Negative & Affirms 'B-' CCR
KARMALOOP INC: Defeats U.S. Trustee's Bid to DQ Bankruptcy Counsel
KIOR INC: Hearing on Miss. Agency's Standing Bid Pushed Back

LAKELAND INDUSTRIES: Delays Filing of 2014 Form 10-K
LAKELAND INDUSTRIES: Determines to Exit Brazil
LPHM INC: Case Summary & 7 Largest Unsecured Creditors
MAGNETATION LLC: Moody's Lowers Corp. Family Rating to 'C'
MAGNETATION LLC: S&P Lowers CCR to 'D' on Chapter 11 Filing

MF GLOBAL: PwC Liability in Fiasco a Close Call in 2nd Circuit
MICHAEL VALONE: Gets $4,000 Boost from 11th Circuit
MMRGLOBAL INC: Amends 2014 Annual Report
MOLYCORP INC: Amends 2014 Annual Report
MOLYCORP INC: Amends 2014 Annual Report

MOMENTIVE PERFORMANCE: Judge Upholds Ruling on Make-Whole Claims
NAKED BRAND: Posts $21.1 Million Net Loss in Fiscal 2014
NATROL INC: Feds, IRS Object to Ch. 11 Liquidation Plan
NEENAH PAPER: S&P Affirms 'BB' CCR, Outlook Remains Stable
NEWLEAD HOLDINGS: Needs More Time to File Form 20-F

NEWSAT LIMITED: Reaches Deal with Lockheed
OAS SA: Creditors Demand Morgan Lewis Client Names
PACIFIC RUBIALES: Fitch Sees Potential Acquisition as CreditNeutral
PARKWAY EAST: S&P Cuts SPUR on 2005 Special Assesstment Bonds to D
PHYSIO-CONTROL INT'L: Moody's Affirms 'B2' CFR, Outlook Stable

PLASTIC2OIL INC: Court Dismisses Stockholders Class Action Suit
PRETTY GIRL OF FORDHAM: Case Summary & 8 Top Unsecured Creditors
PTC GROUP: Moody's Cuts Corporate Family Rating to 'B3'
PTC SEAMLESS: May 8 Final Hearing on $650,000 Bridge Financing
PTC SEAMLESS: Seeks to Tap $5-Mil. DIP Loan from Black Diamond

QUICKSILVER RESOURCES: Gets OK on Deal to Drill New Wells
QUICKSILVER RESOURCES: Has Until May 18 to File Schedules
QUINTILES TRANSNATIONAL: S&P Retains 'BB+' Corp. Credit Rating
RCC CONSULTANTS: Files for Chapter 11 Bankruptcy Protection
REVEL AC: NJ Regulators Says Straub Can't Take Casino License

SALADWORKS LLC: Can Proceed with May 27 Auction
SIGA TECHNOLOGIES: Inks Modification to Contract With BARDA
SPECTRUM ANALYTICAL: Seeks to Use Cash Collateral; Bank Objects
SPECTRUM ANALYTICAL: Taps Bacon Wilson as Bankruptcy Counsel
STERIGENICS-NORDION HOLDINGS: S&P Rates $450MM Unsec. Notes 'CCC+'

SUNTECH AMERICA: Deadline to Remove Suits Extended to Aug. 11
TMT PROCUREMENT: Faces Chapter 7 Conversion Lodged by Hsin Chi Su
US AIRWAYS: Pilots Settle Lump-Sum Pension Fight for $5.2-Mil.
USA SYNTHETIC: US Trustee to Schedule Another 341 Meeting
USA SYNTHETIC: US Trustee Unable to Form Creditors' Committee

VANDERBUILT CONSTRUCTION: Case Summary & 6 Top Unsec. Creditors
VIRTUAL PIGGY: Amends 2014 Annual Report
VIVARO CORP: Unsecured Creditors Fight $8-Mil. Leucadia Deal
WADDELLS LONGHORN: Case Summary & 19 Largest Unsecured Creditors
WALTER ENERGY: Might Consider Filing for Ch 11 Bankr. Protection

WAVE SYSTEMS: Adopts Majority Votes in Electing Directors
WAYNE COUNTY, MI: Chief Unveils Plan to Dodge Bankruptcy
WESTMORELAND RESOURCE: Reports $67.5M Revenues in First Quarter
WHITTEN FOUNDATION: Has Until May 14 to File Schedules
XINERGY LTD: Founder Cries Foul Over Miner's Plunge Into Ch. 11

YMCA MILWAUKEE: Gets Final Decree Closing Bankruptcy Case
[*] April Bankruptcy Filings Decrease 12% from Previous Year
[*] Bankruptcy Filings Drop 12% to 77,884 in April 2015

                            *********

ALLIED SYSTEMS: Files Ch. 11 Plan and Disclosure Statement
----------------------------------------------------------
ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware a joint Chapter 11 plan of reorganization,
co-proposed by the Committee and the first lien agents.

The Plan provides that certain of the Debtors' assets, the
Litigation Trust Assets, will vest in the Allied Litigation Trust,
and the remainder of the Debtors' assets, including the proceeds
from the sale of substantially all of the Debtors' assets, will
either revest in the Reorganized Debtors or be distributed to the
Debtors' creditors.

The beneficial interests in the Allied Litigation Trust will be
distributed to holders of Claims as a portion of the distributions
that will be made under the Plan.  Any proceeds of the Litigation
Claims will be distributed pursuant to the Litigation Proceeds
Waterfall as follows: (1) first, to the Backstop Parties in
satisfaction of the Backstop Fee; (2) second, to repay all
Litigation Funding Loans then outstanding; (3) third, to the
Litigation Lenders in the amount of $4.5 million; (4) fourth, a
distribution of up to the next $3 million, to be allocated on a
dollar for dollar basis (i) 50% on a Pro Rata basis to the holders
of Allowed First Lien Lender Claims and (ii) 50% on a Pro Rata
basis to the holders of Allowed General Unsecured Claims and
Allowed Second Lien Lender Claims; and (5) thereafter, any
remaining balance will be split on a dollar for dollar basis as
follows (i) 20% on a Pro Rata basis to the holders of Allowed First
Lien Lender Claims; (ii) 5% on a Pro Rata basis to the holders of
Allowed General Unsecured Claims and Allowed Second Lien Lender
Claims; and (iii) 75% to the Litigation Funding Lenders.

The Debtors ask the Court to set July 23, 2015, at 10:00 a.m.
(prevailing Eastern Time) as the date and time for the Bankruptcy
Court to consider confirmation of the Plan.

The hearing to consider the entry of the Disclosure Statement Order
will be held on June 8, 2015, at 10:00 a.m. (ET).  Responses and
objections to the approval of the Disclosure Statement must be
served so as to be actually received on or before on June 1.

A full-text copy of the Disclosure Statement dated May 4, 2015, is
available at http://bankrupt.com/misc/ASHds0504.pdf

                   About Allied Systems Holdings

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders.  The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.

Allied Systems Holdings, Inc., changed its name to ASHINC
Corporation.


ALTRO REALTY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Altro Realty Corp.
        100 Keyland Court Unit #12
        Bohemia, NY 11717

Case No.: 15-11192

Chapter 11 Petition Date: May 7, 2015

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Dawn Kirby Arnold, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE
                     & WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: 914-681-0288
                  Email: dkirby@ddw-law.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth Swany, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-11192.pdf


AMERICAN AXLE: Posts $53.2 Million Net Income in First Quarter
--------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $53.2 million on $969.1 million of
net sales for the three months ended March 31, 2015, compared to
net income of $33.6 million on $858.8 million of net sales for the
same period a year ago.

As of March 31, 2015, the Company had $3.3 billion in total assets,
$3.16 billion in total liabilities and $142.3 million in total
stockholders' equity.

"AAM is off to a great start in 2015, with increased North American
production volumes and improved operating efficiency driving sales
growth and margin expansion," said AAM's Chairman, president and
chief executive officer, David C. Dauch.  "We remain focused on
leveraging AAM's technology leadership to develop innovative new
products to improve the fuel efficiency, safety, ride and handling
performance of our customers' vehicle programs, while delivering on
our plan to sustain strong free cash flow performance."

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

                      http://is.gd/WbWpol

                      About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 1, 2014, Fitch Ratings had
upgraded the Issuer Default Ratings (IDRs) of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'.  The
upgrade of the IDRs for AXL and AAM is supported by the
fundamental improvement in the drivetrain and driveline supplier's
credit profile over the past several years.


AMERICAN AXLE: Stockholders Elect Three Directors to Board
----------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., held its annual
meeting of stockholders on April 30, 2015, at which the
stockholders elected David C. Dauch, William L. Kozyra and
Peter D. Lyons to the Board of Directors.

The stockholders approved the Amended and Restated American Axle &
Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan and
approved, on an advisory basis, the compensation of AAM's named
executive officers.  The appointment of Deloitte & Touche LLP as
AAM's independent registered public accounting firm for the year
ending Dec. 31, 2015, was also ratified.

On Feb. 5, 2015, the Board of Directors of American Axle approved
the Amended and Restated American Axle & Manufacturing Holdings,
Inc. 2012 Omnibus Incentive Plan.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

As of March 31, 2015, the Company had $3.3 billion in total assets,
$3.16 billion in total liabilities and $142.3 million in total
stockholders' equity.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 1, 2014, Fitch Ratings had
upgraded the Issuer Default Ratings (IDRs) of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'.  The
upgrade of the IDRs for AXL and AAM is supported by the
fundamental improvement in the drivetrain and driveline supplier's
credit profile over the past several years.


AMERICAN LIBERTY: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Liberty Oil Company, LP
        PO Box 1077
        Kaufman, TX 75142

Case No.: 15-32019

Chapter 11 Petition Date: May 6, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Hudson M. Jobe, Esq.
                  QUILLING, SELANDER, LOWNDS, WINSLETT
                     & MOSER, P.C.
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  Email: hjobe@qslwm.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Wreno S. Wynne, Jr, managing partner of
ALOC LLC.

List of Debtor's three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Skibell Bohach & Archer                  Debt          $26,027
17110 Dallas Parkway, #214
Dallas, TX 75248

BKM Sowan Horan                          Debt          $16,044
15301 Dallas Parkway, Suite 960
Addison, TX 75001

Foreman and Kessler, LTD.                Debt           $1,927
204 E. Main St.
Salem, IL 62881


AMPAL-AMERICAN: CEO Wants "Conflicted" Trustee Booted
-----------------------------------------------------
Law360 reported that Ampal-American Israel Corp.'s CEO accused
trustee Alex Spizz and his firm, Tarter Krinsky & Drogin LLP, of a
conflict of interest over Tarter's representing one of the estate's
biggest creditors, asking a New York bankruptcy court to toss the
firm and trustee from the case.

According to the report, Yosef A. Maiman said in a motion that Mr.
Spizz, trustee of bankrupt energy investment holding company Ampal,
showed favoritism for creditor Mishmeret-Trusts Co. Ltd. and its
attorney, Ofer Shapira, by joining Tarter as a partner weeks ago.

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--  
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.

In May 2013, the Bankruptcy Court converted Ampal's Chapter 11
bankruptcy to a Chapter 7 liquidation after determining that the
energy investment holding company does not have sufficient cash to
execute a reorganization plan.


AMPLIPHI BIOSCIENCES: Amends 2014 Annual Report to Add Part III
---------------------------------------------------------------
Ampliphi Biosciences Corporation has filed an amended annual report
for the year ended Dec. 31, 2014, for the purpose of filing the
information required by Part III of Annual Report on Form
10-K.  No other changes have been made to the Annual Report
originally filed with the Securities and Exchange Commission on
April 15, 2015.  A copy of the Form 10-K/A is available for free at
http://is.gd/iUc74A

                           About AmpliPhi

AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics.  It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting.  The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections.  AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.

The Company reported a net loss of $57.6 million on $325,000 of
total revenue for the year ended Dec. 31, 2013, compared with a
net loss of $1.11 million on $664,000 of total revenue in 2012.

PBMares, LLP, in Richmond, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has had recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.

As of Sept. 30, 2014, the Company had $28.4 million in total
assets, $17.08 million in total liabilities and $11.3 million in
total stockholders' equity.


ARCH COAL: Fitch Affirms 'CCC' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for Arch
Coal, Inc. (Arch Coal; NYSE: ACI) at 'CCC'.  Roughly $4.5 billion
in principal amount of debt and commitments are affected by this
action.

KEY RATING DRIVERS

Arch Coal benefits from large, well-diversified operations and good
control of low-cost production.  Globally, Arch is the sixth
largest coal producer based on volumes.  The company sold 134
million tons of coal in 2014.  Roughly 97% of expected 2015 steam
coal production volumes are committed and priced.  Assuming no
change in sales volume for 2016, about 41% of steam tons are
committed and priced.  The company has the third largest coal
reserve position in the U.S. at 5.1 billion tons.

Steam coal demand in the U.S. is currently suffering from
competition from very low natural gas prices, supply has been
disciplined, but stocks are on the high side and prices are soft.
Lack of new coal fired power plant builds constrains growth in the
U.S.  Globally, both metallurgical (met) and steam coal markets are
in excess supply and prices are weak.  Coal producers have been
running for cash with a focus on reducing costs which has delayed
price recovery.  In particular, Fitch believes the hard coking coal
bench mark price could average about $110/tonne (t) and the
Newcastle steam coal benchmark could be below $62/t over the next
12 months versus current prices of $109.50/t and $67.80/t
respectively.  The industry is consolidating, which should benefit
supply/demand dynamics longer term.

Liquidity

At March 31, 2015, cash on hand was $690 million, short-term
investments were $250 million, and Fitch estimates that $250
million was available under the company's credit facilities.  The
$200 million accounts receivable facility with a stated maturity in
December 2017, and is renewable annually.  The $250 million credit
facility matures in June 2016.  Revolver covenants include a
maximum net senior secured leverage ratio of 5:1 from June 30, 2015
with step-downs thereafter and a minimum liquidity of $550 million
through Dec. 30, 2015.  Fitch does not expect Arch Coal to be in
compliance with the covenant at 2015 year end but expects cash and
short-term investments to provide sufficient liquidity through
2017.

Free Cash Flow Burn

Cash burn is expected to continue absent substantial recovery in
met coal prices.  Guidance for cash interest expense is $360
million to $370 million and for capital expenditure is $140 million
to $155 million for 2015.  Fitch expects cash burn of at least $200
million per year through 2017.  Estimated scheduled maturities of
debt are $34.4 million in 2015, $29.9 million in 2016, $30.1
million in 2017, $1.9 billion in 2018, $1.7 billion in 2019 and
$1.5 billion thereafter.  Amounts due beyond 2017 will need to be
refinanced or restructured.

Capital Structure

Arch's actions to preserve liquidity since 2012 coupled with three
years of losses have resulted in a debt/capital ratio at 77%. Fitch
expects earnings to be weak and leverage to remain elevated through
at least 2016.

Recovery

Fitch expects the senior secured bank facilities have outstanding
recovery prospects in a default scenario, while the second lien
notes have superior and the senior unsecured notes have below
average recovery prospects.

KEY ASSUMPTIONS

   -- Production, costs, and capital expenditures within guidance
      range for 2015;

   -- Coal prices bottom out in 2015 with scant recovery
      thereafter.

RATING SENSITIVITIES

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

   -- Lack of material improvement in top line results or absence
      of liquidity enhancements over the next 12-18 months.

Positive: Not anticipated over the next 12 months given industry
conditions but future developments that may lead to a positive
rating action include:

   -- Debt levels materially reduced and free cash flow generation

      is expected to be positive on average.

Fitch has affirmed Arch Coals' ratings as:

   -- IDR at 'CCC';
   -- Senior secured revolving credit facility at 'B/RR1';
   -- Senior secured term loan at 'B/RR1';
   -- Second lien secured notes at 'B-/RR2';
   -- Senior unsecured notes at 'CCC-/RR5'.



AT HOME HOLDING III: Moody's Rates New $300MM 1st Lien Loan B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to At Home Holding
III, Inc.'s proposed $300 million first lien term loan due 2022 and
affirmed the company's B2 Corporate Family Rating and B2-PD
Probability of Default Rating. The ratings outlook is stable.

Proceeds from the proposed first lien term loan, along with a
proposed $130 million un-rated second lien term loan, will be used
to refinance the company's existing $360 million senior secured
notes, repay a portion of outstanding revolver borrowings, and pay
the call premium incurred upon early redemption of the existing
notes as well as related fees and expenses. At Home is currently
owned by AEA Investors LP.

Moody's estimates pro-forma lease-adjusted leverage through January
31, 2015 will rise to around 7x (from the high 6 times) as a result
of the proposed refinancing that will increase funded debt by
approximately $40 million. However, the affirmation of the B2
rating reflects Moody's view that leverage should moderate over the
next 12-18 months as the company capitalizes on the significant
investments made in fiscal 2015 including a major re-branding
initiative, infrastructure and systems enhancements, and new store
openings. New store growth has been aggressive, with the company
adding 13 net new stores in fiscal 2015, representing an increase
of almost 20% from the prior year. After giving credit for a full
year of earnings at the newly opened stores, Moody's estimates
run-rate debt/EBITDA leverage in the low 6x range. The proposed
transaction is also expected to reduce annual interest expense by
nearly $8-9 million leading to improved interest coverage.

Ratings assigned:

  -- $300 million Senior Secured First Lien Term Loan due 2022,
     Assigned B2, LGD-3

Ratings affirmed:

  -- Corporate Family Rating, Affirmed B2

  -- Probability of Default Rating, Affirmed B2-PD

Outlook Actions:

  -- Outlook, Remains Stable

The following rating is unaffected and will be withdrawn upon close
of the proposed transaction:

  -- $360 million Senior Secured Notes due 2019 at B3, LGD-4 (to
     be withdrawn upon close of the proposed transaction)

At Home's B2 CFR reflects the company's modest scale, limited store
base, and high leverage of approximately 7.1x through January 31,
2015, pro-forma for the proposed transaction. The rating also
reflects the company's highly aggressive growth strategy in which
significant cash flow will be used to fund growth related capital
expenditures, limiting the cash flow available for potential
de-leveraging. The company operates in the highly fragmented and
discretionary home decor segment and competes directly with many
larger retailers who possess greater overall scale and financial
resources. The B2 rating is supported by the significant
operational improvements made in recent years, strong same-store
sales growth boosted by the company's recent rebranding, and
low-cost operating model. Moody's expects aggressive store
expansion to continue, with comparable sales growing in the low
single digit range and relatively stable operating margins
resulting in debt/EBITDA leverage in the mid-to-low 6x range over
the next 12 to 18 months.

At Home's liquidity profile is adequate, reflecting Moody's
expectation that ongoing investments in new store expansion will
continue to utilize the majority of the company's cash generated
from operations, resulting in negative free cash flow over the next
12-18 months. However, Moody's views much of the growth capex as
discretionary and notes that free cash flow could turn positive if
the company decided to pull back on its aggressive growth strategy.
Additional cash uses include modest term loan amortization of $3
million annually and an excess cash flow sweep expected to commence
in fiscal 2017.

Moody's expects the company will continue to rely on its $140
million Asset Based Revolver (ABL) due 2019 particularly during
peak working capital and expansion periods, as well as
sale-leaseback transactions to help fund its growth. As of January
31, 2015 the company had approximately $67 million outstanding on
the ABL facility, which should be reduced by approximately $30
million with proceeds from the proposed transaction. However,
Moody's anticipates the ABL will remain drawn over the next 12-18
months which would reduce available borrowing along with
fluctuations in the borrowing base. The ABL contains a springing
fixed charge coverage covenant test of 1.0x that would be triggered
when availability is less than the greater of 10% of the borrowing
base or $7.5 million. Moody's does not expect this covenant to be
triggered over the next 12-18 months, but would anticipate ample
cushion in the event that it were triggered.

The B2 rating and LGD-3 assessment assigned to At Home's senior
secured 1st lien term loan reflects the first priority on
essentially all assets of the company with the exception of the ABL
priority collateral (receivables and inventory), on which it holds
a second lien. The proposed 2nd lien term loan will have a second
priority lien on the term loan collateral and a third lien on the
ABL collateral.

The stable outlook reflects Moody's expectation that new store
expansion and same store sales growth will drive revenue and EBITDA
higher over the next 12-18 months resulting in leverage in the
mid-to-low 6x range and interest coverage (EBITA/Interest) around
1.5x. Moody's anticipates only modest debt repayment with the
majority of cash generated from operations applied to meaningful
investments in growth capital.

At Home's ratings could experience upward pressure if the company
is able to successfully implement its growth strategy resulting in
meaningful revenue and EBITDA growth from same store sales and new
store expansion, with relatively stable EBITDA margins. An upgrade
would require the ability and willingness to achieve and maintain
debt/EBITDA below 4.5 times with interest coverage above 2.20
times. An upgrade would also require an improved liquidity profile
with positive free cash flow generation.

Ratings could be downgraded if weaker than anticipated operating
performance were to result in leverage maintained at or above
current levels, or if liquidity were to deteriorate. Specific
metrics include debt/EBITDA maintained above 6.5 times and/or
interest coverage below 1.25 times.

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

At Home is a retailer of 85 home decor and home improvement retail
stores located across 23 states within the United States. LTM
revenues through January 31, 2015 were just under $500 million.


AT HOME HOLDING: S&P Lowers CCR to 'B-' on Refinancing
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Plano, Texas-based At Home Holding III, Inc. (formerly
GRD Holding III Corp.) to 'B-' from 'B'.  The outlook is stable.

At the same time, S&P assigned a 'B-' issue-level rating and '3'
recovery rating to the new first-lien term loan.  The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%)
recovery in the event of a payment default.  S&P's recovery
expectations are in the lower half of the 50% to 70% range.  The
company will use proceeds from the transaction to refinance its
10.75% senior secured notes, repay $30 million of existing revolver
borrowings, and pay associated call premiums and fees related to
the transaction.  S&P do not rate the company's $140 million
revolver or the second-lien term loan.

"The downgrade reflects increased debt leverage and negative free
operating cash flow over the next year as At Home embarks on an
aggressive store expansion plan to take advantage of vacancies at
malls and strip centers nationwide," said credit analyst Diya Iyer.
"The company had $132 million in gross capital expenditures ($83
million net of proceeds from asset sales) in the latest fiscal year
ended Jan. 31, 2015, up on a gross basis from the year before, for
both one time-costs including a distribution center and rebranding,
as well as new store growth."

The rating outlook on At Home is stable, as S&P believes the
company needs to continue to sustain profitable store growth
through improved branding, merchandising assortment, and ramped up
marketing spend to drive deleveraging in the next two years.

S&P would consider an upgrade in the next year if At Home improves
and sustains credit metrics, resulting in debt leverage approaching
5.0x and interest coverage near 3.0x.  This could occur if sales
increase 15% or gross margin improves by 200 basis points (bps).
S&P would also consider an upgrade if the company repays debt ahead
of its projections and generates more free operating cash flow
through its combination of leasing, building, and owning its store
base.

S&P could lower its rating in the next year if operating
performance or credit protection measures deteriorate, S&P's
liquidity assessment falls to "less than adequate", debt leverage
remains above 6.5x, or interest coverage approaches 1.0x.  This
would be precipitated by poor execution of the company's operating
strategy, a greater-than-anticipated margin or same-store sales
decline, or increased competitive pressures.  Under this scenario,
revenue would only grow in the 5% range and gross margin would
decrease by more than 100 bps.



ATLS ACQUISITION: Disclosure Statement Approved
-----------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware approved the disclosure statement
explaining ATLS Acquisition, LLC, et al.'s First Amended Joint Plan
of Liquidation, allowing the company to send the outline to
creditors for voting, Law360 reported.

"I find it contains adequate information to permit parties to
vote," Judge Silverstein said from the bench, Law360 cited.

Under the First Amended Plan, which is co-proposed by the Official
Committee of Unsecured Creditors and Medco Health Solutions, Inc.,
Individual Party Settlement provides for an aggregate $2.4 million
distribution in full and final satisfaction of all of the
Individual Party Claims, including any claims that the individual
parties may have against the Debtors' estates, directly or
indirectly, for attorneys' fees and costs.  The Individual Party
Settlement also provides for the exchange of full mutual releases
between the Individual Parties, and Medco, the Medco Affiliates,
the Debtors' estates, the Creditors' Committee, the Liquidating
Trustee and the Liquidating Trust, and the Plan Oversight
Committee.

A blacklined version of the Disclosure Statement dated May 5, 2015,
is available at http://bankrupt.com/misc/ATLSds0505.pdf

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-10262) on Feb. 15, 2013, just less than three
months after a management buy-out and amid a notice by the lender
who financed the transaction that it's exercising an option to
acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                           *     *     *

In November 2014, the Debtor received the green light from the
Bankruptcy Court for its $68.5 million sale to an investment group
led by private equity firm Palm Beach Capital.  The auction for
the assets boosted the purchase price by more than $20 million.


ATP OIL: Judge Tosses Duplicative Lien Suit Over Offshore Oil Work
------------------------------------------------------------------
Law360 reported that U.S. District Judge Nelva Gonzalez Ramos in
Texas dismissed a $2.2 million suit against ATP Infrastructure
Partners LP over unpaid offshore drilling work, saying the claims
duplicated earlier lawsuits and couldn't advance while an ATP
bankruptcy is pending.

According to the report, Judge Ramos said the issues raised by
three cases between plaintiff Omega Natchiq Inc. and ATP
substantially overlap.  Each case depends on whether Omega properly
established and perfected a lien under the Louisiana Oil Well Lien
Act and whether Omega can collect payment for work done in
connection with ATP's drilling operations before and after the
company filed for bankruptcy, the report related.

"Every basis for discretionary dismissal under the first-to-file
rule is clearly present in this case," Law360 cited Judge Ramos as
saying.  "In addition to involving the same issues between the same
parties and wasteful duplication of effort, proceeding with this
case would countermand the Louisiana order by which that judge
sought to prevent the parties and the court from dissipating
resources, pending ATP bankruptcy distributions that could
significantly reduce or eliminate Omega's claim against
Infrastructure."

The case is Omega Natchiq Inc. v. ATP Infrastructure Partners LP,
case number 2:14-cv-00448, in the U.S. District Court for the
Southern District of Texas.

                        About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

                         *     *     *

Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order on June 26,
2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.


ATP OIL: Wants to Pursue Deepwater Claims Against BP
----------------------------------------------------
Law360 reported that ATP Oil & Gas Corp. asked a Texas bankruptcy
judge to allow it to proceed with civil litigation against BP PLC,
saying it needs any proceeds from the Deepwater Horizon dispute to
help pay down a $283 million debtor-in-possession loan.

According to the report, ATP, which is currently stuck in Chapter 7
proceedings, says it is accruing interest on the loan at $120,000
per day without any income to combat the rising DIP costs or to pay
the more than $2 billion in creditor claims that remain in the
bankruptcy.  ATP says it might recoup some of those losses from BP
but needs the bankruptcy judge to lift a litigation stay so that
the destitute company's attorneys can begin gathering evidence for
the case against the British oil giant, the report said.

                        About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

                         *     *     *

Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order on June 26,
2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.


AVANTOR PERFORMANCE: Moody's Changes Ratings Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Avantor,
Performance Materials Holdings S.A. and changed its outlook to
stable from negative. Ratings affirmed include the B1 corporate
family rating, the B1-PD probability of default rating, and the B1
rating on the first lien, senior secured credit facility, issued by
Avantor's subsidiary Avantor Performance Materials Holdings, Inc.

"The action reflects the favorable impact on operations and credit
metrics resulting from improved execution by new senior management,
combined with recent and significant debt reduction." according to
Joseph Princiotta, VP-senior analyst at Moody's and lead analyst
responsible for Avantor's ratings.

Affirmations:

Issuer: Avantor Performance Materials Holdings S.A.

  -- Corporate Family Rating (Local Currency), Affirmed B1

  -- Probability of Default Rating, Affirmed B1-PD

Outlook Actions:

Issuer: Avantor Performance Materials Holdings S.A.

  -- Outlook, Changed To Stable From Negative

Issuer: Avantor Performance Materials Holdings, Inc.

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed B1, LGD3

Issuer: Avantor Performance Materials Holdings, Inc.

  -- Outlook, Changed To Stable From Negative

The B1 rating reflects the less cyclical nature of the company's
branded and specialty revenue base, long lived customer
relationships, stable top-line performance in recent years, a
relatively new and impressive management team, and the prospect of
positive free cash flow generation.

Offsetting factors include the company's small scale, limited
segment diversification, and significant customer concentration
with distributors. However, this risk is mitigated by long term
relationships and ongoing (and renewed) attention to customer
service excellence. Ownership by private equity also limits the
ratings, as this ownership and control introduces risk of future
shifts in financial policies that might alter the credit profile.

Adjusted debt (including standard adjustments for unfunded pensions
of $13 million and capitalized rents of $19 million) is about $192
million, at year end 2014. Adjusted leverage for the year is
approximately 3.3 times. However, due to the modest capital
expenditures and absence of a dividend, cash flow metrics yield a
stronger profile; RCF/TD was 20.5% and FCF/TD was 22.7% at year end
2014. Moody's expects these metrics to trend positively in 2015,
mainly reflecting further debt reduction with free cash flow, and
from management's actions.

Following a period of operational and cash flow challenges, mainly
attributed to difficulties with a troubled SAP ERP implementation
in 2012 and 2013, a new senior management team has so far refocused
efforts on execution, including the implementation of price
increases in select customer accounts and markets, and on a
comprehensive plan to streamline and optimize manufacturing and
R&D. These actions are underway and are expected to span the next
couple of years. The pricing actions are already evident in better
margins, and the operational changes are expected to further
improve margins and cash flow going forward.

The relatively new senior management team includes Michael
Stubblefield, CEO, who joined the company in May 2014 and has a
strong background having served as Senior Expert in Chemicals with
McKinsey & Co. and in a number of senior management positions with
Celanese before that. The CFO, Richard Gaynor, joined Avantor in
February 2014 and has an extensive background as a CFO with
technology companies; Roland A.E. Heinrich, Ph.D., joined in July
2014 as the CCO and has an extensive background in life sciences;
Bjorn Hofman, new EVP of Operations with extensive experience
including SVP of operations at Merck KGaA; and the rest of the
senior management team has long tenures with Avantor and extensive
backgrounds in the life sciences industry, according to Moody's.

Management's top priorities include optimization of the
manufacturing footprint in the U.S. and Europe, and renewed focus
on customer service, R&D, procurement, and pricing discipline. The
manufacturing optimization efforts are expected to significantly
increase capex in 2015 over 2014, but Moody's still expects free
cash flow to be positive and to allow for further debt reduction in
2015.

The company has seven manufacturing facilities located around the
world, predominantly in the US, Poland, Mexico, and India.
Optimization of the manufacturing footprint includes scaling back
operations at Paris, Kentucky and transitioning certain operations
and distribution to the Phillipsburg, New Jersey facility, where
its current state-of-the-art cGMP packaging operation is being
expanded. The Paris, Kentucky operations will be transitioned into
a "Center of Excellence" for the electronic materials business,
which is one of Avantor's less profitable business units.

Optimization plans in Europe will focus on closing manufacturing
and R&D facilities in Deventer, The Netherlands and transitioning
the majority of production there to the Gliwice, Poland facility,
which will be converted into a "Center of Excellence" for cGMP
Pharma operations. Implementation is expected to span two years;
closing of the Deventer facility is subject to Work Council and
union approvals.

Avantor manufactures and markets high-purity fine chemicals and
advanced materials for a range of applications including
pharmaceutical production, research and lab testing, and
semi-conductors. Avantor's products are marketed under various
registered or trademarked brand names such as J. T. Baker, Macron
Fine Chemicals, Rankem, BeneSphera, and POCH.

Incorporated in Luxembourg, Avantor's operational headquarters are
located in Pennsylvania, USA. For the financial year-end (FYE)
December 2014, Avantor's Moody's-adjusted revenues and EBITDA were
approximately $455 million and $59 million, respectively and on an
unaudited basis The company has approximately 1,400 employees
producing over 12,000 products across four broad product categories
(pharmaceutical, laboratory, microelectronic and diagnostic
products).

Avantor was formed in 2010 when funds managed or advised by private
equity firm New Mountain Capital LLC (unrated) acquired
Mallinckrodt Baker from Covidien International Finance S. A. (A3
Negative). Moody's understand that these funds own a controlling
equity position in Avantor. In 2011, Avantor completed the
strategic acquisitions of India-based RFCL Limited and Poland-based
POCH S.

Moody's considers Avantor's liquidity position to be adequate for
its near term requirements. The company had a cash balance of $53.4
million as of FYE December 2014 and Moody's expect the company to
generate positive free cash flow in 2015 and to further reduce
debt. Internally generated cash flow and an undrawn $35 million
revolving credit facility (less $3.1 million for letters of credit)
should cover the company's ongoing basic cash needs, working
capital needs, the step up in capital expenditures, and still allow
for debt reduction.

The stable outlook anticipates consistency in the company's
financial policies that include a conservative balance sheet and
allow for adequate cash flow metrics. The stable outlook also
assumes that the manufacturing optimization program will be
completed successfully and result in further improvements to
operations and margins.

Moody's would consider raising the rating if retained cash flow to
debt were to improve to 25% and free cash flow to debt were to
improve to 10%, both on a sustained basis. However, the rating is
ultimately constrained by the private equity ownership and the risk
that future policies might shift and allow for a more leveraged
balance sheet and large dividends.

Moody's would consider a downgrade if the current favorable trends
were to reverse and impact credit metrics, which might emerge if
the operational changes underway were to adversely impact volumes
or relationships, or if the current price strategy were to result
in loss of customers or aggressive actions by competitors. If
retained cash flow to debt were to decline to below 12% on a
sustained basis, and free cash flow were to deteriorate to neutral
or near neutral, Moody's would consider changing the ratings.

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


AZ HONKY TONK: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AZ Honky Tonk, LLC
        3809 N. 197th Avenue
        Buckeye, AZ 85396

Case No.: 15-05497

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 6, 2015

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Paul Sala

Debtor's Counsel: Dean M. Dinner, Esq.
                  NUSSBAUM GILLIS & DINNER, P.C.
                  14850 N. Scottsdale Road, Suite 450
                  Scottsdale, AZ 85254
                  Tel: 480-609-0011
                  Fax: 480-609-0016
                  Email: ddinner@ngdlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eric Mansfield, member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb15-05497.pdf


BELLISIO FOODS: Moody's Alters Outlook to Neg & Affirms B3 CFR
--------------------------------------------------------------
Moody's Investors Service changed Bellisio Foods, Inc.'s rating
outlook to negative from stable, downgraded the Probably of Default
Rating to Caa1-PD from B3-PD and affirmed the company's Corporate
Family Rating (CFR) at B3. The change in the Probability of Default
Rating stems from a change in the company's capital structure due
to a sale-leaseback transaction used to reduce debt.

The change in the outlook to negative reflects Moody's view that
near term profitability and liquidity have weakened, resulting in
limited covenant headroom. Bellisio recently obtained an amendment
in 1Q 2015 that allowed for an equity contribution and a
sale/leaseback transaction that helped avoid a potential breach of
financial covenants. The amendment also limits total revolver
borrowings to $20 million until certain EBITDA targets are met,
which weakens the company's liquidity.

The following ratings have been affirmed:

  -- Corporate Family Rating (CFR) at B3;

  -- $30 million senior secured revolving credit facility due
     2018 at B3 (LGD3);

  -- $279 million senior secured term loan due 2019 at B3 (LGD3);

  -- $20 million CAD senior secured term loan due 2019 at B3
     (LGD3).

The following ratings have been downgraded:

  -- Probability of Default Rating (PDR) to Caa1-PD from B3-PD;

  -- The outlook has been changed to negative from stable

The B3 Corporate Family Rating reflects Bellisio's aggressive
growth strategies, limited segment diversity, as well as its
sizeable debt levels and thin operating margins, which result in
relatively weak credit metrics and an adequate liquidity profile.
Pro-forma for the sale-leaseback transaction, the company's
leverage as measured by Moody's adjusted debt-to-EBITDA was
approximately 5.5 times at December 28, 2014. Profitability has
recently suffered from reduced manufacturing efficiency, rising
input costs, and pricing pressure. The rating benefits from the
company's well-established market position in the value segment of
the frozen dinner and entree market and increasing presence in the
premium segment. The B3 rating assumes that top-line growth and
profitability will recover over the near to medium term based on
new product introductions, improved manufacturing efficiency, and
lower capital investments in 2015 following elevated one-time
capital project spending in 2014.

Bellisio is expected to maintain an adequate liquidity profile over
the next 12 to 15 months, owing to the reduced availability on its
reduced $26 million revolver and uncertainty related to covenant
compliance over the next 12 months. Moody's assumes the company
will maintain at least $10 million of liquidity at all times.

The negative outlook reflects Moody's concern that profitability
might remain pressured and liquidity could weaken further if the
company's financial performance does not improve.

Although not anticipated in the near term, the ratings could be
upgraded if operating margins are in the mid-single digits and
debt-to-EBITDA is sustained below 4.5 times. In addition, Moody's
would expect the company to generate positive free cash flow on an
annual basis.

The ratings could be downgraded if Bellisio's profitability
materially declines, resulting in a debt-to-EBITDA ratio sustained
above 6.5 times, or if the company's liquidity profile
deteriorates. Potential causes include further tightening of
margins as a result of the company's inability to pass through
commodity cost increases, integration challenges or implementing
new product initiatives.

The principal methodology used in this rating was the 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.

Bellisio Foods, Inc. (Bellisio) produces more than 200 frozen
entrees and snacks in the value segment under the Michelina's
brand, including Authentico, Traditional, Lean Gourmet and Zap'Ems
Gourmet. The company also has a more limited though increasing
presence in the premium frozen entree arena with exclusive licenses
to the Boston Market and Chili's brands. In addition, the company
generates roughly 20% of its revenues from producing co-packed and
private label frozen foods. Centre Partners Management, LLC and
affiliates (Centre Partners) acquired Bellisio in December 2011.
Revenues for the twelve months ending December 28, 2014 were $599
million.


BERNARD L. MADOFF: Trustee Nets $11.1M in Clawback Deals
--------------------------------------------------------
Law360 reported that the trustee managing the wind-down of Bernard
L. Madoff Investment Securities LLC reached a settlement totaling
$11.1 million with three groups of defendants alleged to have
received more than $58 million in fictitious profits from the Ponzi
brokerage.

According to the report, Securities Investor Protection Act trustee
Irving H. Picard docketed the proposed deal with defendants
including the Pascucci family, the John A. Danzi family and the
Mark A. Freeman family.

                     About Bernard L. Madoff

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

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

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  The fifth pro
rata interim distribution slated of Jan. 15, 2015, totaled $322
million, and brought the amount distributed to eligible claimants
to $7.2 billion, which includes more than $823 million in advances
committed to the SIPA Trustee for distribution to allowed claimants
by the SIPC.

As of Nov. 30, 2014, the SIPA Trustee has recovered or reached
agreements to recover approximately $10.5 billion since his
appointment in December 2008.


BETH ISRAEL: S&P Revises Outlook to Stable & Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'B+' rating on Massachusetts
Development Finance Agency's series 1998D and 2003E bonds issued
for Beth Israel Deaconess Hospital–Plymouth Inc. (BID-Plymouth),
formally known as Jordan Hospital.

Effective Jan. 1, 2014, Jordan Hospital became part of
BIDMC/CareGroup.  BIDMC is now Jordan Hospital's sole corporate
member and as part of its affiliation agreement changed its name to
Beth Israel Deaconess Hospital–Plymouth Inc.  "We revised the
outlook to stable based on improved financial results through the
interim period of fiscal 2015 -- the six month period ended March
31, 2015," said Standard & Poor's credit analyst Jennifer Soule.

"The stable outlook reflects BID-Plymouth's revenue growth through
the interim period of fiscal 2015, volume growth compared with the
same period in the prior fiscal year, and financial performance
that exceeded budget expectations despite the one-time impact of
heavy snowfall in winter 2015," added Ms. Soule.

S&P assessed BID-Plymouth's enterprise profile as vulnerable, given
its small population base, highly competitive market for physicians
and patient referrals, and heavy turnover in management in recent
years.  S&P also assessed its financial profile as vulnerable,
despite its recent operating improvement, based on the longer trend
of uneven financial performance, along with its light unrestricted
reserves.

The rating reflects S&P's assessment of BID-Plymouth's uneven
financial operating performance for the past several years, decline
in unrestricted cash reserves in recent years, and elevated debt
levels, offset by growth in inpatient and some outpatient service
lines through interim fiscal 2015, affiliation agreement with BIDMC
and the long-term benefits S&P expects will derive from the
relationship, and dominant market position with limited competition
in an economically favorable service area.

If BID-Plymouth falls short of budget for fiscal 2015 and debt
service coverage under 1.5x, S&P could lower the rating further in
the 'B' category.  Any further reduction in unrestricted reserves
or addition of debt, while not currently expected, could also
prompt a lower rating.

S&P could consider a positive outlook or a higher rating through
the outlook period if BID-Plymouth's financial operating
performance continues to improve, along with its balance sheet, and
maintenance of its enterprise profile.

BID-Plymouth operates a 155-bed acute-care hospital in Plymouth,
Mass.  A mortgage on certain property and gross receipts secure the
bonds.  BID-Plymouth, the hospital itself, is the only obligated
entity; however, the hospital's parent company guarantees the bonds
and there are several other subsidiaries in its system, including
employed physicians. BID-Plymouth is not a party to any swap
transactions and all its long-term debt is fixed rate.
BID-Plymouth is not part of the CareGroup obligated group and under
certain conditions BID-Plymouth could be sold or closed over the
next four years.



BIOPLAN USA: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed Bioplan USA, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating and existing
debt ratings. The rating outlook is stable.

Issuer: Bioplan USA, Inc.

  -- Corporate Family Rating - B3

  -- Probability of Default Rating - B3-PD

  -- $65 Million First-Lien Senior Secured Revolving Credit
     Facility (RCF) due 2019 - B2 (LGD-3)

  -- $283 Million (originally $375 Million) First-Lien Senior
     Secured Term Loan due 2021 - B2 (LGD-3)

  -- $105 Million (originally $145 Million) Second-Lien Senior
     Secured Term Loan due 2022 - Caa2 (LGD-5)

The affirmation reflects the recent announcement that Bioplan USA
intends to use proceeds from the sponsor's equity contribution to
retire $130 million of debt ($90 million first-lien and $40 million
second-lien) following the company's earnings shortfall in 2014.
The equity injection is being made through the issuance of a
convertible preferred equity certificate at the ultimate parent,
Tripolis Holdings Sarl, which Moody's has given 100% equity
treatment.

Pro forma for the recapitalization, financial leverage is estimated
at roughly 6.4x total debt to EBITDA (as of December 31, 2014,
incorporating Moody's standard and non-standard adjustments).
Though consistent with the 6.3x median for B3-rated global
cross-industry peers, Moody's project leverage weakening to around
7x and negative free cash flow generation at yearend 2015 based on
our revised estimates. Moody's forecast softer EBITDA this year
relative to last year's lower-than-expected $69 million EBITDA (as
reported), which stemmed from volume declines, lower margin product
mix and cost overruns at operations in New Jersey and Brazil. After
cost and revenue synergies are fully realized, Moody's project
EBITDA improvement in 2016, with adjusted total debt to EBITDA
reverting to the mid-6x area and positive free cash flow to
adjusted debt of at least 5%.

Bioplan USA's B3 CFR takes into consideration the high leverage
relative to its small revenue base, somewhat high customer
concentration, and the significant potential for revenue volatility
and cyclicality stemming from possible consolidation among
customers, shifts in customer product sales and marketing plans and
aggressive competitor pricing behavior. The B3 rating also embeds
Bioplan USA's majority ownership by a private equity sponsor as
well as integration challenges that could pose risks associated
with the process of merging two leading manufacturers with
different, albeit complementary, operating strategies. Since there
are no raw material supplier contracts, operating margins are
somewhat vulnerable to the potential for cyclical increases in
paper and laminate prices, which Moody's estimate account for about
30-40% of COGS. Around 70% of revenue is not under customer
contract, but purchase order based, which means Bioplan USA must
continually offer a meaningful value proposition associated with
product innovation, quality, service and timely fulfillment of
clients' packaging design needs to offset competitive pricing
pressures, particularly on mass market products, to retain
customers. The business plan relies chiefly on internal growth from
new products and markets.

These concerns are mitigated by Bioplan USA's position as the
world's largest provider of sampling and packaging services for the
fragrance, beauty and personal care industries with a global
manufacturing footprint. The combined company is the clear global
market leader, enjoying the number one position in magazine
inserts, catalog inserts and every other fragrance and cosmetic
sampling market category in which it competes. With a strong market
presence for over four decades, Bioplan USA benefits from an
extensive product portfolio that provides one-stop-shopping
solutions, solid R&D (about 1-2% of sales) resulting in a
reputation for new product innovation and patented and proprietary
technologies, as well as loyal customer relationships that are
long-standing. The predecessor companies had product portfolios
that are complementary since Arcade primarily develops flat-based
sampling packages such as ScentStrip, BeautiPod and BeautiSeal,
while Bioplan commonly manufactures three-dimensional unit-dose
turnkey packages like sachets, vials and tubes. Operating
strategies are also well-balanced with Arcade historically driving
revenue via direct marketing and media exposure with a strong
salesforce that maintains strong client contacts; Bioplan's
strengths include its manufacturing know-how and key purchasing
manager contacts that rely on point-of-sale (POS) marketing. The
combined company has good synergy potential with revenue and cost
synergies estimated to yield $9.8 million of positive net run-rate
cash flow by 2016. Nonetheless, Moody's believe it will take time
to effectively blend different values and operating practices into
a unified corporate strategy, which could give rise to some
management distraction during the remaining 4-10 month integration
period and negatively influence the company's go-to-market
approach.

Since only 30% of revenue is tied to customer contracts (which are
generally short-term in nature with a few incorporating limited
immediate cost pass-through provisions), most of the business is
sold at spot prices, which gives Bioplan USA the flexibility to
promptly adjust pricing based on changes in raw material costs and
market conditions. Overall pricing has remained relatively stable,
with instances of aggressive rivalry pricing, which Moody's expect
to continue. The company has the ability to command premium prices
for differentiated products and leverage volume and manufacturing
scale efficiencies to implement a price taker approach for mass
market products to remain competitive. Bioplan USA has a meaningful
international presence (roughly 53% of revenue), unique among its
competitors, that adds geographic diversification and positions it
to capitalize on an increasingly multi-national customer base and
strong demand expected in Latin America, Asia-Pacific and Eastern
Europe.

Further supporting the B3 rating are the industry's favorable
growth characteristics, growing importance of sampling in customer
marketing plans and stable-to-positive advertising trends for
upscale fashion magazines. Positive considerations also include the
combined entity's vertically integrated and low-cost manufacturing
base, "asset-lite" operating model (capital expenditures represent
about 3-4% of revenue) and history of stable operating
profitability and free cash flow generation. Moody's expect Bioplan
USA will maintain adequate liquidity over the rating horizon with
cash balances of at least $10 million, negative free cash flow
generation in 2015 turning positive in 2016, and at least $40
million available under its $65 million RCF. Moody's project
limited acquisition activity and assume no dividends during the
integration period.

The stable rating outlook reflects our expectation that the company
will successfully execute its integration and operating plan,
experience relatively stable customer relationships, exhibit
pricing and EBITDA margin stability driven by clients' steady
sampling spend and maintain adequate liquidity.

What Could Change the Rating -- Up:

Ratings could be upgraded if Bioplan USA successfully integrates
the merged entities, improves debt protection measures, maintains
good liquidity and exhibits prudent financial policies.
Specifically, Bioplan USA could experience upward ratings pressure
if EBITDA margins remain stable amid an expanding revenue base
resulting in sustained reduction in total debt to EBITDA below 6x
(Moody's adjusted), free cash flow to adjusted debt of at least 5%
and adjusted EBITDA interest coverage above 3x.

What Could Change the Rating -- Down:

Ratings could be downgraded if there is deterioration in credit
metrics or the operating and competitive environment (market share
or price erosion) or if the company fails to generate positive free
cash flow. Specifically, the rating could be downgraded if free
cash flow is expected to remain negative over the rating horizon,
total debt to EBITDA is sustained above 7.5x (Moody's adjusted), or
EBITDA interest coverage declines to 2x or lower. Margin erosion
resulting in EBITDA deterioration or diminished cash flow could
also lead to a downgrade. Sizable dividends or intensified
acquisition activity leading to negative free cash flow, increased
financial leverage or reduced liquidity could also pressure the
ratings.

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

Bioplan USA, Inc., headquartered in New York, NY, through its
direct parent, Tripolis Holdings Sarl, is a leading global provider
of marketing, packaging and interactive sampling products to the
fragrance, beauty, cosmetic and personal care industries. Tripolis
Holdings Sarl is a Luxembourg private limited liability company
that was created to merge New York-based Arcade Marketing, a
packaging supplier of multi-sensory and interactive sampling
systems for the fragrance, beauty and personal care industries,
with Bioplan, a Paris-based provider of packaging solutions for the
cosmetic and fragrance industries. Following the September 2014
merger, Oaktree owns 75% of the combined entity, while KKR, DLJ and
others hold the remaining 25%. Pro forma for the combination,
revenue totaled approximately $417 million for the twelve months
ended December 31, 2014.


BLOCK COMMUNICATIONS: Moody's Affirms Ba3 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
and Ba3-PD probability of default rating of Block Communications,
Inc. The completed acquisitions of Metrocast and Line System Inc.
in November, 2014 have reduced exposure to newspaper operations.
Notwithstanding the negative impact of secular and cyclical
pressure in its newspaper segment, Block's cable and telecom
operations continue to perform well and, combined with good
liquidity, have enabled the company to manage through challenging
economic conditions while keeping credit metrics within its Ba3
rating. The rating outlook remains stable.

Issuer: Block Communications, Inc.

  -- Corporate Family Rating: Affirmed Ba3

  -- Probability of Default Rating: Affirmed Ba3-PD

  -- $225 million 1st Lien Senior Secured Term Loan due 2021:
     Affirmed Ba1, LGD2

  -- $100 million 1st Lien Senior Secured Revolver due 2016:
     Affirmed Ba1, LGD2

  -- $250 million of 7.25% Senior Notes due 2020: Affirmed B1,
     LGD5

  -- Outlook remains Stable

The Ba3 corporate family rating incorporates Block's elevated
debt-to-EBITDA of approximately 5.0x for FYE2014 (including Moody's
standard adjustments) and pro forma for transactions completed in
2014 with improving low to mid-single digit percentage free cash
flow-to-debt ratios. Since Moody's assigned ratings in October
2014, operating performance across the company's segments are in
line with our expectations; however, reported unfunded pension
liabilities grew to $191 million from $114 million reflecting the
decrease in applicable discount rates and the use of updated
mortality tables. Consistent EBITDA generation from cable and
telecom operations support the Ba3 CFR, despite EBITDA losses from
the newspaper segment and EBITDA margins below industry peers for
television broadcast operations. Block has a track record of
maintaining acceptable leverage, and Moody's expect the company to
apply free cash flow to reduce debt balances and position the
company more strongly in the Ba3 rating. The completed acquisitions
of cable (MetroCast for $200 million) and telecom businesses (Line
System Inc. for $48 million) add scale as well as geographic
diversity and reduces exposure to newspaper operations which
continue to weigh on debt ratings. Newspaper revenue has declined
in line with its peer group contributing to increasing annual
EBITDA losses for the publishing segment since 2011. Looking
forward, Moody's believe management will be able to meaningfully
reduce losses from newspaper operations due to announced
restructurings which will result in headcount reductions and to
more efficient production from its new printing press. Secular
changes negatively affecting traditional print media pressure the
company's newspaper segment revenue and free cash flow. Liquidity
is expected to be good with at least $60 million of revolver
availability, and no significant debt maturities until December
2016 when the revolving credit facility expires ($30 million
outstanding at FYE 2014).

The stable outlook reflects our expectation that, absent cable
plant upgrades or debt funded acquisitions, debt-to-EBITDA will
improve to 4.5x (including Moody's standard adjustments) or better
with low to mid-single digit percentage free cash flow-to-debt
ratios improving as growth in combined EBITDA from cable,
telecommunications, and broadcast segments offsets losses from
newspaper operations. The outlook incorporates expectations for
good assimilation of recent acquisitions, some progress in
stabilizing recent subscriber losses in Toledo, and realization of
substantially reduced costs for newspaper publishing operations.
The outlook does not incorporate significant shareholder
distributions or another significant debt financed acquisition.
Ratings could be downgraded if Moody's believe the company would
not be able to generate positive free cash flow in the absence of
extraordinary capital spending or investment, or if there is
deterioration in the performance of cable or telecommunications
segments. Inability to realize expected cost reductions for the
newspaper segment or Moody's expectation that the company is not
progressing to improve debt-to-EBITDA ratios to 4.5x or better
(including Moody's standard adjustments) could also lead to a
downgrade. The company's lack of national or regional scale and
newspaper exposure constrain ratings; however, ratings could be
upgraded if newspaper revenue stabilizes and EBITDA losses are
eliminated with consolidated debt-to-EBITDA ratios being sustained
comfortably below 3.0x (including Moody's standard adjustments) and
free cash flow-to-debt ratios of 10% or more. Moody's would also
need to be assured that the company will operate in a financially
prudent manner consistent with a higher rating.

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in April 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.

A privately held diversified media company founded in 1900, Block
Communications, Inc. has operations in cable television and
telecommunications (roughly 68% of FYE 2014 revenue pro forma for
announced transactions), newspaper publishing (23%), and television
broadcasting (9%). The company's cable operations serve the greater
Toledo, OH metropolitan area including Michigan suburbs, the
northern half of Mississippi through its recent MetroCast
acquisition, and Erie County in Ohio. Block operates two daily
metropolitan newspapers in Pittsburgh, PA and Toledo, OH, as well
as television stations in Lima, OH, Louisville, KY, Boise, ID, and
Decatur, IL. The company maintains its headquarters in Toledo with
pro forma revenue of approximately $559 million for FYE 2014.


BPZ RESOURCES: Remains in Talks With Convertible Bondholders
------------------------------------------------------------
BPZ Resources, Inc. said in a regulatory filing with the Securities
and Exchange Commission that it continues to engage in discussions
with certain holders of debt under the Company's outstanding
convertible notes due March 1, 2015 and October 1, 2017 regarding,
among other things, the potential terms under which one or both
could be restructured to provide a capital structure which would
allow the Company to continue developing its oil and gas assets and
post-petition debtor-in-possession (DIP) financing. On April 23,
2015, a group of convertible note holders presented a proposed DIP
financing term sheet to the Company that was non-binding in nature.
The Company has rejected the proposed DIP financing offer, and the
Company and its convertible note holders continue to discuss
potential financing opportunities.

In connection with these discussions, the Company provided
unaudited financial projections and other information to certain
third parties that entered into non-disclosure agreements with the
Company, including certain holders of the Company's convertible
notes and potential investors and their respective advisors and
representatives. The projections and other information, were
prepared solely in connection with discussions with debt holders
and potential investors and are included only because they were
provided to such debt holders and potential investors.  The
projections and other information were not prepared with a view
toward public disclosure or compliance with the published
guidelines of the Securities and Exchange Commission or the
guidelines established by the American Institute of Certified
Public Accountants regarding projections or forecasts. The
projections do not purport to present financial condition in
accordance with accounting principles generally accepted in the
United States. The Company's independent accountants have not
examined, compiled or otherwise applied procedures to the
projections and, accordingly, do not express an opinion or any
other form of assurance with respect to the projections.

The projection data was prepared for internal use, capital
budgeting and other management decisions and are subjective in many
respects and thus subject to interpretation. While they may be
presented with numeric specificity, the projections reflect
numerous assumptions made by management of the Company with respect
to financial condition, business and industry performance, general
economic, market and financial conditions, and other matters, all
of which are difficult to predict, and many of which are beyond the
Company's control. Accordingly, there can be no assurance that the
assumptions made in preparing the projections will prove accurate.

In addition, certain information in the presentation materials may
be based upon data provided by the Company but was created by
advisors retained by potential third party lenders. The
methodology, analysis and interpretation made by those retained
advisors with respect to the data is not known to the Company. The
Company had no input in the creation or development of the
information created by advisors for potential third party lenders,
nor did the Company provide any oversight in its creation or
quality control.

It is expected that there will be differences between actual and
any projected results, and the differences may be material, due to
the occurrence of unforeseen events occurring subsequent to the
preparation of the projections. The inclusion of projections herein
should not be regarded as an indication that the Company or its
affiliates or representatives consider the projections to be a
reliable prediction of future events, and the projections should
not be relied upon as such. Neither the Company nor any of its
affiliates or representatives has made or makes any representation
to any person regarding the ultimate performance of the Company
compared to the projections, and none of them undertakes any
obligation to publicly update the projections to reflect
circumstances existing after the date when the projections were
made or to reflect the occurrence of future events, even in the
event that any or all of the assumptions underlying the projections
are shown to be in error.

A copy of the BPZ Monthly Cash Model is available at
http://is.gd/r9sF1o

A copy of the BPZ Monthly Accrual Forecast is available at
http://is.gd/8TyVMo

                        About BPZ Resources

BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ     
Resources, Inc., under ticker symbol BPZ on the New York Stock
Exchange and the Bolsa de Valores in Lima, is an independent oil
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru.  BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes,
Peru, and Quito, Ecuador.

BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015.  The case is
pending before the Honorable David R. Jones.

The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.

The Debtor disclosed total assets of $364 million and debt of $275
million.


BREWERY LOFT PARTNERS: Aqualand Development Buys Dormant Lone Star
------------------------------------------------------------------
The San Antonio Express-News reports that Aqualand Development has
acquired the dormant Lone Star Brewery from B. Knightly Development
& Construction, who created the bankrupt partnership  Brewery Loft
Partners LP to develop Lone Star.

James Aldridge, writing for San Antonio Business Journal, relates
that Aqualand previously had the brewery under contract but did not
consummate the deal.  The report adds that the purchase of the
property did not close until April 2015.

San Antonio, Texas-based Brewery Loft Partners, L.P., aka Lone Star
Brewery, field for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 10-50784) on March 1, 2010, estimating its assets and
liabilities at between $1 million and $10 million each.  The
petition was signed by Mark F. Tolley.  Pedro V. Hernandez, Jr.,
Esq., who has an office in San Antonio, Texas, serves as the
Company's bankruptcy counsel.  Chief Bankruptcy Judge Ronald B.
King presides over the case.  

According to a report by James Aldridge at San Antonio Business
Journal, the Company filed for bankruptcy on the heels of a
foreclosure notice.


C. WONDER: Sued by Workers Over WARN Act Violations
---------------------------------------------------
Law360 reported that C. Wonder LLC was slapped with an adversary
class action in New Jersey bankruptcy court, accusing the former
clothing and accessories purveyor of failing to give its employees
60 days' advance notice of termination before shuttering its doors.


The suit alleges that the employees of the plant were entitled to
60-days' notice under the WARN act, and 90-days' notice under New
York's labor laws, but none of the C. Wonder plant employees
received advance notice prior to their Jan. 5 terminations, the
report said.

The retailer didn't provide the employees with their respective
wages, salary, commissions, bonuses, accrued holiday pay and
accrued vacation for 60 days following their respective
terminations, and it also didn't make 401(k) contributions and
provide health insurance coverage and other benefits under ERISA
for the appropriate amount of time, the report added.

The suit is Carter et al v. C. Wonder LLC, Adv. Pro. ___ (Bankr.
D.N.J.).

                         About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder is a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sells women's clothing,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.  The Company maintains two
distribution centers in New Jersey.

The Company opened its first retail store in New York in 2011.  By
2014, the Company had expanded its operations to include 29
locations across 13 states including its flagship location in Soho,
New York.  Amid mounting losses, C. Wonder closed 16 of its retail
stores by the end of 2014.   C. Wonder closed 9 additional stores
in January 2015.  As of the bankruptcy filing, C. Wonder had four
retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and
Manhasset).

C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New
Jersey on Jan. 22, 2015.  The cases are assigned to Judge Michael
B. Kaplan.

The Debtors tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as
counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis management
services provider.

As of the Filing Date, the Debtors had assets with a book value of
$43.7 million and liabilities of $61.0 million.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.  The Creditors'
Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel,
and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial
advisors.


CHINA MEDICAL: Paul Weiss Fights Liquidator's Bid for Documents
---------------------------------------------------------------
Law360 reported that Paul Weiss Rifkind Wharton & Garrison LLP told
a New York federal judge that the liquidator probing an alleged
$355 million fraud at China Medical Technologies Inc. incorrectly
cited SEC v. Carrillo Huettel LLP in an attempt to obtain
privileged documents concerning the firm's representation of the
company's audit committee.

According to the report, the firm slammed liquidator Kenneth Krys'
citation of an April 8 magistrate order in the Carrillo Huettel
suit, which deals with whether privilege can be asserted on behalf
of a defunct corporation.

As previously reported by The Troubled Company Reporter, Paul Weiss
derided an attempt by Mr. Krys to obtain documents connected to the
firm's representation of the company's audit committee, saying a
bankruptcy court correctly found the material to be privileged.
Mr. Krys is tasked with digging up money for creditors of China
Medical and subpoenaed Paul Weiss and turnaround consultant
AlixPartners LLP for the results of an internal investigation they
conducted for China Medical.

                        About China Medical

China Medical Technologies Inc., a maker of diagnostic products,
filed a Chapter 15 bankruptcy petition in New York to locate money
fraudulently transferred by its principals.

The Debtor, which has been taken over by a trustee, is undergoing
corporate winding-up proceedings before the Grand Court of the
Cayman Islands.  Kenneth M. Krys, the joint official liquidator,
wants U.S. courts to recognize the Cayman proceeding as the
"foreign main proceeding"

The liquidator filed a Chapter 15 petition for China Medical
(Bankr. S.D.N.Y. Case No. 12-13736) on Aug. 31, 2012.  Curtis C.
Mechling, Esq., at Stroock & Stroock & Lavan, LLP, in New York,
serves as counsel.

Cosimo Borrelli and Yuen Lai Yee (Liz) on Nov. 29, 2012, were
appointed as liquidators of China Medical Technologies Inc.

The liquidators may be reached at:

         Cosimo Borrelli
         Yuen Lai Yee (Liz)
         Level 17, Tower 1
         Admiralty Centre
         18 Harcourt Road
         Hong Kong


CHINA NATURAL: Class Plaintiffs Can Proceed Despite Ch. 7
---------------------------------------------------------
Law360 reported that a Delaware securities fraud class action
against Chapter 7 debtor China Natural Gas Inc. may proceed to the
extent that a $15 million insurance policy can fund it, a New York
bankruptcy judge ruled, lifting a normally ironclad automatic
bankruptcy litigation stay.

According to the report, U.S. Bankruptcy Judge Sean H. Lane issued
the order -- related to the XL Insurance Company Ltd. directors'
and officers' liability policy -- after class representatives
Robert Skeway and Raimundo Jo-Fung sought to lift the stay in
pursuit of damages from the debtor.

The case is Skeway et al. v. China Natural Gas Inc et al., Case
Number 1:10-cv-00728 (D. Del.).

                       About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

China Natural Gas employed Warren Street Global Inc. and
designated J. Gregg Pritchard as chief restructuring officer.  It
employed as bankruptcy counsel Schiff Hardin LLP's Louis T.
DeLucia, Esq., and Alyson M. Fiedler, Esq.

As of Sept. 30, 2013, the Company had consolidated assets of
$307,496,948 and liabilities of $87,714,323.


COMMUNITY HEALTH: S&P Assigns 'BB' Rating on $1-Bil. Term Loan G
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Community Health Systems Inc.'s proposed new term loans, to be
issued as a $1 billion term loan G and a $3.5 billion term loan H.
The recovery rating on this debt is '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in the
event of default.  All other ratings on Community, including S&P's
'B+' corporate credit rating, are unaffected by this announcement.

The ratings on these term loans are the same as S&P's rating on
Community's existing term loan D, which it refinances.  The
transaction modestly reduces Community's interest expense.

S&P's 'B+' corporate credit rating and stable outlook on Community
continue to reflect the company's expanded scale following last
year's acquisition of Health Management Associates and its
diversified hospital portfolio, as well as significant exposure to
reimbursement risk and our view that Community's nonurban markets
are likely to experience slower volume growth relative to urban
markets.  These factors are incorporated into S&P's assessment of a
"fair" business risk profile.  S&P's ratings also reflect its
expectation that leverage will decline to the mid-5x range by the
end of 2015 and that funds from operations to debt will be around
12% this year, consistent with the stronger end of a "highly
leveraged" financial risk profile.

RATINGS LIST

Community Health Systems Inc.
Corporate Credit Rating             B+/Stable/--

New Rating

Community Health Systems Inc.
$1 Bil Term Loan G                  BB
   Recovery Rating                   1
$3.5 Bil. Term Loan H               BB
   Recovery Rating                   1



CONSTELLIS HOLDINGS: Moody's Rates New $450MM 2nd Lien Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the planned $450
million, five year second lien notes of Constellis Holdings, LLC,
and affirmed all other ratings, including the B3 Corporate Family
Rating. The rating outlook is stable. Proceeds of the notes along
with borrowings under a new $125 million asset-based revolving
credit facility (unrated) will fund the pending acquisition of
Olive Group Holdings Ltd. ("Olive"), a $42 million dividend, and
$50 million that Olive's owners will use to purchase equity from
Constellis' owners. Constellis was formerly known as Academi
Holdings LLC, and one of its predecessor companies was known as
Blackwater.

Assignments:

Issuer: Constellis Holdings, LLC

  -- Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4)

Affirmations:

Issuer: Constellis Holdings, LLC

  -- Probability of Default Rating, Affirmed B3-PD

  -- Corporate Family Rating, Affirmed B3

  -- Senior Secured 1st lien Bank Credit Facilities, Affirmed B2
     (LGD3)

  -- Senior Secured 2nd lien Bank Credit Facility, Affirmed Caa2
     (LGD5)

Outlook Actions:

Issuer: Constellis Holdings, LLC

  -- Outlook, Remains Stable

Moody's calculates pro-forma debt/EBITDA and EBITDA/interest at the
low 6x and low 2x levels, respectively (after Moody's standard
adjustments) as of the fiscal year ending December 2014, based on
audited financial statements and taking into account the additional
debt and Constellis' acquisitions over the year. Estimating metrics
is made difficult by the wide number of cost actions
undertaken/planned, and the only partial year contribution of
acquisitions during 2014.

These metrics compare somewhat favorably to many defense services
contractors also rated at the B3 CFR. Nonetheless, operating cash
flow in 2014 was modest despite the large tax refunds. Funding the
Olive acquisition will increase financial leverage somewhat, and
there is still limited visibility into Constellis' cashflow.
Further, Moody's estimates that the pending dividend equates to
more than a year's worth of prospective free cash flow and the
Constellis growth strategy will continue to emphasize
acquisitions.

The high concentration on the US Department of State's (DoS)
Worldwide Protective Services (WPS) contract, which expires in
October 2015, represents a rating constraint since the contract
will make up a third of revenues pro forma for the Olive
acquisition. At present, the $17 million of near-term debt
amortization scheduled seem high versus reported funds from
operation. Liquidity should improve given the lack of scheduled
debt amortizations going forward and expectation of free cash
flow.

The stable rating outlook benefits from expectations of steady
profits from rising demand as a result of ongoing conflicts
throughout geographic regions where Constellis and Olive operate
(i.e. Middle East, North Africa). Increased security needs for the
US Department of State's diplomatic activity as well as for energy
sector customers favors the demand setting. Potential for cost
actions to raise cash flow generation also factor into the
outlook.

Upward rating movement would depend on better intermediate term
revenue visibility, which is unlikely to develop until after the
WPS successor contract outcome is determined. (WPS task orders can
endure beyond that contract expiration date.) Adequate liquidity,
expectation of FFO/debt greater than 10% with annual FCF greater
than $25 million would likely accompany an upgrade.

Downward rating pressure would result from backlog declines, weaker
liquidity or low free cash flow.

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.

Constellis is a global provider of training and security services
focused on counter terrorism, force protection, law enforcement and
security operations. From 2010 to October 2014 the company's name
was Academi Holdings, LLC. Before its 2010 ownership change, the
company had been named Xe Services and Blackwater Worldwide. Pro
forma for the pending acquisition of Olive, revenues in 2014 would
have been approximately $1 billion. The company is majority-owned
by Forte Capital and Manhattan Partners.


CONSTELLIS HOLDINGS: S&P Affirms 'B' CCR, Outlook Remains Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' corporate credit rating on U.S.-based Constellis Holdings LLC.
The outlook remains stable.

At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to the company's proposed $450 million second-lien
secured notes.  The '4' recovery rating indicates S&P's expectation
of average (30%-50%; higher end of the range) recovery in a
simulated default scenario.

"Our affirmation on Constellis Holdings LLC reflects our
expectation that meaningful earnings growth, largely from the
realization of cost reduction efforts implemented over the past
year, and debt reduction will restore the company's credit ratios
to levels that more appropriate for the rating in 2016, including a
debt-to-EBITDA metric between 3.5x and 4.0x from about 5x on a
pro-forma basis (including a full year of earnings from
acquisitions)," said Standard & Poor's credit analyst Chris Mooney.
"Constellis plans to use the proceeds from its new debt to acquire
Olive Group Ltd., refinance its existing debt, pay its sponsors a
moderate dividend, and pay fees and expenses associated with the
transactions."

The stable outlook reflects S&P's expectation that Constellis'
credit metrics will likely improve from their elevated levels, with
debt-to-EBITDA declining to around 3.5x-4.0x in 2016 from about 5x
on a pro forma basis in 2014 following the proposed transaction,
due to the company's cost reduction efforts, moderate sales growth,
and debt reduction.  Still, S&P would not revise its financial risk
profile assessment on the company under the current ownership
structure--even if the company's credit metrics could temporarily
support a better assessment.

S&P could lower the rating if Constellis' debt-to-EBITDA metric
does not improve as expected and remains above 5x by the end of
2016.  This would most likely be caused by a shift to a more
aggressive financial policy, with increased debt to finance a
dividend or acquisition.  In addition, operating challenges,
including lower margins on future contracts or the loss of
significant contracts, coupled with less-than-expected debt
reduction could also lead S&P to downgrade the company.

The inherent risks in Constellis' business, its private-equity
ownership, and the potential for a debt-financed dividend or other
transaction that could significantly increase its leverage make it
unlikely that S&P would upgrade the company under its current
ownership.



CRESTWOOD MIDSTREAM: S&P Affirms 'BB' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit and senior unsecured debt ratings on Crestwood
Midstream Partners L.P.  The outlook is stable.

The '4' recovery rating is unchanged, and reflects S&P's
expectation for average (30% to 50%; lower half of the range)
recovery if a payment default occurs.

"We believe the announced transaction is neutral for credit
quality.  It simplifies the organizational structure by creating a
single publicly traded partnership and should improve the
partnership's cost of capital," said Standard & Poor's credit
analyst Mike Llanos.

At the same time, leverage will remain elevated over the next few
years, which limits any rating improvement.

Crestwood's "fair" business risk profile reflects its still modest
scale and diversity in addition to the strong contract profile, and
large percentage (more than 90%) of fee-based cash flows, albeit
with some level of volume exposure.  Take-or-pay contracts back
roughly 50% of total margin, while the remainder could have some
variability, depending on industry conditions.

S&P has revised Crestwood's financial risk profile to "aggressive",
from "significant", reflecting S&P's expectation of pro forma
leverage of 4x to 4.5x.

The stable outlook reflects S&P's expectation that Crestwood will
have adequate liquidity and successfully simplify the
organizational structure while maintaining adjusted debt/EBITDA of
4x to 4.5x for the next few years.



CROWN MEDIA: Reports $18.5 Million Net Income in First Quarter
--------------------------------------------------------------
Crown Media Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $18.5 million on $101 million of net total revenue for the three
months ended March 31, 2015, compared to net income of $12.03
million on $90.7 million of net total revenue for the same period a
year ago.

As of March 31, 2015, the Company had $1.05 billion in total
assets, $541 million in total liabilities, and $512 million in
total stockholders' equity.

"Differentiation of our channels combined with strong ratings
performance from our original programming during the first quarter
of 2015 resulted in double-digit growth in revenue and Adjusted
EBITDA.  The Company leveraged the ratings momentum from the
holidays and launched Countdown to Valentine's Day in 2015 to drive
our bottom line.  Forging ahead to second quarter, we expect this
momentum to continue with the return of our original primetime
series, When Calls the Heart, on Hallmark Channel and five mystery
wheels on Hallmark Movies & Mysteries," said Bill Abbott, president
and CEO of Crown Media Family Networks.

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

                        http://is.gd/SSwzRZ

                          About Crown Media

Crown Media Holdings, Inc., is the corporate parent for the
portfolio of cable networks and related businesses under Crown
Media Family Networks.  The company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 86 million subscribers in the U.S.
Hallmark Channel is the nation's leading destination for quality
family programming with an ambitious slate of TV movies and
specials; original scripted series, including Cedar Cove, When
Calls the Heart, and Signed, Sealed, Delivered; as well as some of
television's most beloved sitcoms and series.  Hallmark Channel's
sibling network, Hallmark Movie Channel, is available in 54
million homes in HD and SD. One of America's fastest-growing cable
networks, Hallmark Movie Channel provides family-friendly original
movies with a mix of original films, classic theatrical releases,
and presentations from the acclaimed Hallmark Hall of Fame
library.  In addition, Crown Media Family Networks includes the
online offerings of HallmarkChannel.com and
HallmarkMovieChannel.com.

Crown Media reported net income attributable to common
stockholders of $67.7 million on $378 million of net total
revenue for the year ended Dec. 31, 2013, as compared with net
income attributable to common stockholders of $107.4 million on
$350 million of net total revenue for the year ended Dec. 31,
2012.

                         Bankruptcy Warning

"Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us which, among other
things, limit our ability to do the following:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make distributions in respect of our
     capital stock or make other restricted payments;

   * make certain payments on debt that is subordinated or secured
     on a junior basis;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of our assets;

   * enter into certain transactions with our affiliates; and

   * designate our subsidiaries as unrestricted subsidiaries.

Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities.  Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes.  Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation.  Holders of the Notes would
also have the ability ultimately to force us into bankruptcy or
liquidation, subject to the indenture governing the Notes," the
Company said in the Annual Report for the year ended Dec. 31,
2013.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

As reported by the TCR on July 2, 2014, Moody's Investors Service
upgraded the Corporate Family Rating (CFR) of Crown Media
Holdings, Inc. to B1 from B2, its Probability of Default Rating to
B1-PD from B2-PD, and instrument ratings as detailed below. The
outlook is stable.  The upgrade incorporates evidence of traction
with the original programming strategy and better than expected
performance, which, combined with debt reduction, improved the
credit profile.


DBSI INC: Wavetronix Intervenors Sue Trust in Control Struggle
--------------------------------------------------------------
Law360 reported that 28 shareholders of Wavetronix Inc. filed an
intervenor complaint saying that a trustee for entities of bankrupt
real estate firm DBSI Inc., whose president and other officers were
convicted of securities fraud, has taken improper control of the
subsidiary without proper consent and in violation of their
operating agreement.

According to the report, the shareholders say that James Zazzali
has, in his capacity as trustee for DBSI entities, taken actions
that breach the agreement among the shareholders of Wavetronix,
which was once majority owned by Stellar Technologies.

Law360 also reported that 23 states have asked an Idaho federal
judge to stay a bankruptcy suit filed by DBSI's trustee pending
their appeal of a judge's decision that the government cannot
assert sovereign immunity to dodge a claim filed by the DBSI
trustee seeking the return of the bulk of $17 million in taxes.

The case is Zazzali v. Swenson et al., Case No. 1:13-cv-00086 (D.
Idaho).

                         About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DELCO OIL: Owner Gets 6.5 Years for Bank Fraud
----------------------------------------------
Law360 reported that a Florida federal judge sentenced the former
president and sole shareholder of bankrupt motor fuel distributor
Delco Oil Inc. to six and a half years in prison for conspiracy to
commit wire fraud and bank fraud.

According to the report, U.S. District Judge John Antoon II also
ordered Stephen B. Deluca to pay $18.7 million in restitution and
said he will serve three years of supervised release, during which
he will be prohibited from incurring new credit charges or
obtaining new lines of credit and must perform 50 hours of
community service.

Delco Oil Inc. was a motor fuel distributor headquartered in
DeLand, Florida.  Delco was placed in Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 06-03241).  Richard R. Thames, Esq., at
Stutsman Thames & Markey, P.A., represented the Debtor in the
Chapter 11 case.  In its chapter 11 petition, the Debtor estimated
both assets and debts to be between $1 million and $100 million.
On Dec. 1, 2006, the case was converted to a Chapter 7 liquidation
and Aaron Cohen was appointed as the Interim Chapter 7 Trustee.


DREIER LLP: Ex-Diamond McCarthy Atty Denied Early Win in Fee Row
----------------------------------------------------------------
Law360 reported that a Houston judge denied summary judgment to a
former Diamond McCarthy LLP attorney claiming she never officially
signed the partnership agreement that would require her to forfeit
$1.4 million in fees she generated as Dreier LLP's Chapter 11
trustee.

According to the report, counsel for Sheila Gowan told Harris
County District Judge Sylvia A. Matthews that the only way Ms.
Gowan could ever have been made a partner was if she had signed a
document accepting a partner position with Diamond McCarthy.

As previously reported by The Troubled Company Reporter, the
Houston judge on April 10 quashed two deposition subpoenas served
by Ms. Gowan on Amegy Bank NA and Deutsche Bank Securities Inc.
relating to fees she generated as a Chapter 11 trustee for Dreier,
after Diamond McCarthy argued in part that her request
constituted harassment.  Ms. Gowan sought to depose the two banks
with what she called a "laser" focus on documents related to loans
and loan applications where a trustees' commission was pledged or
offered as security.

Diamond McCarthy sued Ms. Gowan, who left the firm in the midst of
the Dreier bankruptcy proceeding, alleging that she unjustly
pocketed a $1.4 million fee for her work as Dreier's bankruptcy
trustee.  Ms. Gowan, a former federal prosecutor in New York, began
unwinding Ponzi-scheme operator Marc Dreier's law firm in December
2008 while working as a partner at Diamond McCarthy.  She moved to
Sadowski Fischer PLLC in February 2013 and took the assignment with
her, concluding work on the case in May when Dreier's
creditor-repayment plan went into effect, the report related.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S.  
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds. The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme. Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008. Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm. Ms. Gowan is
represented by Diamond McCarthy LLP. Dickstein Shapiro LLP is the
trustee's special trial counsel.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier
pleaded guilty to fraud and other charges in May 2009. The scheme
to sell $700 million in fake notes unraveled in late 2008.  Mr.
Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.

The May 15, 2014, edition of The TCR said the Hon. Stuart M.
Bernstein of the U.S. Bankruptcy Court for the Southern District
of New York confirmed the second amended Chapter 11 plan of
liquidation filed by Sheila M. Gowan, the Chapter 11 trustee for
Dreier LLP, and the Official Committee of Unsecured Creditors.


DVORKIN HOLDINGS: Bankr. Court Weighs Interest Rates
----------------------------------------------------
Law360 reported that in an unusual case where a bankrupt company
has more than enough cash to pay its debts, the Chapter 11 trustee
for a Chicago real estate holding company argued that unsecured
creditors should be paid only the meager federal judgment interest
rate, rather than the contract rate, on their claims.

According to the report, Dvorkin Holdings LLC filed for bankruptcy
in 2012 after its principal, Daniel Dvorkin, was charged in a
murder-for-hire plot.  Since then, trustee Gus Paloian of Seyfarth
Shaw LLP has raised $27.8 million, the report related.

                      About Dvorkin Holdings

Dvorkin Holdings, LLC, is a real estate holding company that
possesses or possessed ownership interests in 70 real properties,
either directly or indirectly through limited liability companies
or land trusts.  Dvorkin Holdings has interests in 40 non-debtor
entities.

Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill.
Case
No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor disclosed
$69.9 million in assets and $9.30 million in liabilities as of the
Chapter 11 filing.  Michael J. Davis, Esq., at Archer Bay, P.A.,
in
Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick
S. Layng, the U.S. Trustee for the Northern District of Illinois,
to appoint Gus Paloian as the Chapter 11 Trustee.

Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.

On March 16, 2015, the Clerk of the Court reassigned the case to
U.S. Bankruptcy Judge Jacqueline P. Cox.


ELBIT IMAGING: Files Form 20-F with SEC
---------------------------------------
Elbit Imaging Ltd. filed with the Securities and Exchange
Commission its annual report on Form 20-F for the fiscal year ended
Dec. 31, 2014.

The Company reported profit of NIS1 billion on NIS461,000 of
revenues from providing management services for the year ended Dec.
31, 2014, compared to a loss of NIS1.1 billion on NIS1.96 million
of revenues from providing management services in 2013.

As of Dec. 31, 2014, the Company had NIS1.04 billion in total
assets, NIS812.26 million in total liabilities and NIS232.05
million in shareholders' equity.

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

                        http://is.gd/XqmV5C

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


ELEPHANT TALK: Amends 2014 Annual Report to Add Part III
--------------------------------------------------------
Elephant Talk Communications Corp. has filed an amended annual
report for the year ended Dec. 31, 2014, solely to incorporate in
its entirety Part III (Items 10, 11, 12, 13 and Item 14).  No other
changes have been made to the Form 10-K.  A copy of the Form 10-K/A
is available for free at http://is.gd/DzyTjX

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $21.9 million in 2014, a net
loss of $25.5 million in 2013 and a net loss of $23.1 million in
2012.  As of Dec. 31, 2014, the Company had $44.9 million in total
assets, $34.3 million in total liabilities and $10.6 million in
total stockholders' equity.


EMMAUS LIFE: Two Directors Resign Due to Disagreements
------------------------------------------------------
Tracey C. Doi voluntarily tendered her resignation from the Board
of Directors of Emmaus Life Sciences, Inc., effective
April 28, 2015, according to a document filed with the Securities
and Exchange Commission.  Prior to her resignation, Ms. Doi served
on the Company's Audit Committee and Compensation, Nominating and
Corporate Governance Committee.  She resigned due to disagreement
with the Company's senior management over business matters and
cited her belief that she is no longer in a position to contribute
meaningfully to the Company and its shareholders.

Also on April 28, 2015, Akiko Moni Miyashita voluntarily tendered
her resignation from the Board, effective immediately.  Prior to
her resignation, Ms. Miyashita served on the Company's Audit
Committee and Compensation, Nominating and Corporate Governance
Committee.  She resigned due to disagreement with the Company's
senior leadership team over strategy and cited her belief that she
is unable to contribute meaningfully to the Company and its
shareholders.

             New Chairman Files Complaint in Delaware

The Company said it has been advised by counsel to Dr. Yutaka
Niihara that, on April 28, 2015, Dr. Niihara filed a complaint in
the Court of Chancery of the State of Delaware under Section 225 of
the Delaware General Corporation Law against Tracey Doi, Henry A.
McKinnell, Jr., Akiko M. Miyashita, Phillip M. Satow and Mayuran
Sriskandarajah, each of whom was a member of the Board as of April
24, 2015, Sarissa Capital Management L.P. and T.R. Winston &
Company, LLC, as defendants, and the Company as nominal defendant.
The Complaint requests that the Court issue an order declaring,
among other things, that:

  -- the stockholder consents delivered by Dr. Niihara were valid
     and effective to take the corporate actions stated therein;

  -- the Company's By-laws were validly amended as provided in the

     stockholder consents;

  -- Blair A. Contratto, Steven Lee, Willis C. Lee, Matsuhara
     Osato, M.D., Lan T. Tran, David J. Wohlberg and Ian Zwicker
     were validly elected as directors of the Company;

  -- any actions taken by the Incumbent Directors since April 24,
     2015, are invalid and void; and

  -- the actions purportedly taken by written consent were not
     prohibited by the terms of the Agreement, dated as of
     Sept. 11, 2013, among the Company, Dr. Niihara, Sarissa and
     TRW.

Along with the Complaint, Dr. Niihara filed a motion for order
maintaining the status quo, which, pending resolution of the
actions under the Complaint, seeks to maintain the governance
structure of the Board following the actions purportedly taken by
the stockholders of the Company.  Dr. Niihara also filed a motion
for expedited proceedings.

As previously reported on Form 8-K filed by the Company with the
Securities and Exchange Commission, on April 15, 2015, the Board
voted to elevate Dr. Niihara, the Company's president and chief
executive officer, to the position of Chairman of the Board and for
Dr. Niihara be resassigned from the position of chief executive
officer of the Company and to assume a new position as the
Company's chief scientific officer, effective as of May 1, 2015.  

The Board commenced a search for a new president and CEO.  If one
has not been hired by May 1, 2015, executive officers Peter Ludlum
and Lan T. Tran will serve as an executive committee that will
carry out the roles and responsibilities of the Company's CEO until
a new, full-time CEO is hired.  Mr. Ludlum has served as the
Company's executive vice president and chief financial officer
since April 2012.  Ms. Tran has served as the Company's chief
administrative officer and corporate secretary since May 2011.

On April 24, 2015, Dr. Niihara delivered to the Company written
consents of the stockholders of the Company purporting to take the
following actions:

* Amend the Company's By-laws to expressly provide that the
   advance notice provisions of the Company's by-laws shall not
   apply in respect of any nominees for director elected by
   consent in lieu of a meeting of the stockholders under Section
   228 of the Delaware General Corporation Law;

* Amend the Company's By-laws to provide that, unless and until
   the number of directors of the Board is increased or decreased
   by action of the stockholders or the Board, the total number of

   directors of the Company will be 14;

* Amend the Company's By-laws to provide that any director
   vacancy or newly created directorship may also be filled by the

   stockholders of the Company; and

* To elect and appoint Blair A. Contratto, S. Steven Lee, Willis
   C. Lee, Matsuhara Osato, M.D., Lan T. Tran, David J. Wohlberg  

   and Ian Zwicker as directors of the Company.

The foregoing actions purported to be effective immediately upon
delivery of the consents to the Company.

                         About Emmaus Life

Emmaus Life Sciences, Inc., is engaged in the discovery,
development, and commercialization of treatments and therapies
primarily for rare and orphan diseases.  This biopharmaceutical
company's headquarters is in Torrance, California.

Emmaus Life reported a net loss of $20.8 million on $500,700 of net
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $14.06 million on $391,000 of net revenues for the year ended
Dec. 31, 2013.  As of Dec. 31, 2014, the Company had $2.66 million
in total assets, $23 million in total liabilities and a $20.3
million total stockholders' deficit.

KPMG LLP, in San Diego, California, issued a "going Concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014.  The independent auditors noted that
the Company has suffered recurring losses from operations, has
significant amounts of debt due within a year, and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.


ENDEAVOUR INTERNATIONAL: Judge Postpones Ruling on Bid for Standing
-------------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Kevin J. Carey in
Wilmington, Del., declined to consider a bid by Endeavour Operating
Corp. unsecured creditors for standing to sue lenders over $440
million in obligations, saying it belonged on the back burner in
light of the energy company's recent move to ditch its prearranged
Chapter 11 plan.

According to the report, Judge Carey said taking up the official
committee of unsecured creditors' motion for standing now would not
be a good thing for the estate or any parties involved, given
Endeavour's decision Wednesday to pursue an asset sale instead of a
restructuring plan.

"If I thought it would be helpful to administration of the case I
would move forward -- I don't think it is, at this point," Judge
Carey said from the bench, the report related.

As previously reported by The Troubled Company Reporter, the
Committee asked the Bankruptcy Court to extend the challenge period
termination date after the conclusion of any continued plan
confirmation hearing, saying it needs to continue its investigation
of the liens and security interests of the term loan secured
parties and avoid the loss of its right to challenge the liens and
security interests during the pendency of the investigation.

Law360 reported that hedge funds and banks financing the bankruptcy
of Endeavour urged the Bankruptcy Court not to let the Committee
extinguish $440 million in obligations, saying the panel doesn't
have standing to sue.

                   About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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


ENERGIZER HOLDINGS: S&P Assigns 'BB' CCR, Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating on St. Louis, Mo.-based Energizer Holdings Inc.  The
outlook is stable.

At the same time, S&P assigned its 'BBB-' rating to Energizer's
proposed $400 million senior secured term loan B notes.  The
recovery rating is '1', indicating S&P's belief that lenders could
expect very high (90%-100%) recovery in the event of payment
default or bankruptcy.

S&P's ratings are based on the preliminary terms and conditions of
the proposed facilities as provided to S&P.  S&P do not know the
details of the additional $600 million of debt to be raised to fund
the payment to Edgewell, but if the amount or the final terms and
conditions should change, S&P would need to reevaluate its ratings.


"We believe the spin-off of the battery and portable lighting
segment will further concentrate Energizer's business model and
revenue stream," said Standard & Poor's credit analyst Rod Olivero.


The company has a premier brand name with Energizer, and No. 1 or
No. 2 market positions globally, but participates in a highly
competitive and mature industry that is in a slow, secular decline.
Standard & Poor's expects global battery sales will decline
through 2020 in the low-single-digits percent area.  In developed
regions, S&P expects continued decreasing demand for
battery-operated devices, such as cameras and audio players, as
consumers migrate to "battery-on-board" devices with multiple uses,
such as smartphones.  The company generates approximately 70% of
its revenues in developed regions, but S&P expects the mix to
continue to shift further to developing markets.  S&P expects sales
in developing regions to improve slightly through household growth,
wage improvement, and a slower pace of battery-on-board device
adoption, which should help offset the declining sales trends in
the U.S. and Europe.

The stable outlook reflects S&P's expectation that the company will
maintain its good global market positions through brand investment
and innovation as well as cost-containment measures.  S&P expects
the company will sustain funds from operations (FFO) to debt in the
mid-20% area and liquidity will remain adequate, with the potential
for temporary FFO/debt deterioration to pursue modest
acquisitions.



ENERGIZER SPINCO: Moody's Assigns Ba2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and a Ba2-PD Probability of Default Rating to Energizer Spinco,
Inc. Moody's also assigned Baa3 (LGD 2) to Energizer Spinco's
proposed senior secured revolver and senior secured term loan.
Other ratings assigned include an SGL-1 Speculative Grade Liquidity
Rating. The outlook is stable.

Proceeds from the offering will be used to fund a $1 billion
distribution to Energizer Holdings, Inc. as part of the divestiture
of Energizer Spinco into a separate independent company. Moody's
expects the spin-off to be complete by July 1, 2015.

  -- Corporate Family Rating at Ba2

  -- Probability of Default Rating at Ba2-PD

  -- $250 million senior secured revolver expiring May 2020 at
     Baa3 (LGD 2)

  -- $400 million Term Loan B due May 2022 at Baa3 (LGD 2)

  -- Speculative Grade Liquidity Rating of SGL-1

Energizer Spinco's Ba2 CFR reflects the company's small scale
relative to other diversified consumer packaged goods companies,
concentration in the declining battery product category, and
declining revenues and earnings. The rating also reflects the
company's good geographic diversity, leading market position and
strong cash flow. While Moody's expects pro forma leverage to be
relatively modest at 3.4x, the rating agency believes that the
scale and complexity of the post-spin restructuring initiatives
bear considerable execution risk and may take longer and be more
costly than management anticipates.

"The battery category is facing a slow secular decline as consumer
products are evolving increasingly toward rechargeable
technologies, and is increasingly commoditized, rendering the
category highly promotional," said Nancy Meadows, a Moody's VP,
Senior Analyst. "For these reasons, Energizer Spinco will be highly
dependent upon cost cutting to offset the impact of higher
stand-alone costs going forward," she added.

The stable outlook reflects Moody's expectation that the company
will demonstrate a stable operating profile with strong free cash
flow and good liquidity.

The rating could be downgraded if operating performance or margins
deteriorate meaningfully as a result of competitive activity. A
downgrade could also occur if there is a deterioration in cash flow
or liquidity, or if debt/EBITDA approaches 4x. Aggressive
shareholder friendly actions would also contribute to a downgrade.

An upgrade is unlikely given the recent declines in revenues and
earnings. Factors that could contribute to an upgrade include
improved scale and product diversity. The company would also have
to restore organic revenue and earnings growth on a sustained
basis.

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.


ERESEARCH TECHNOLOGIES: Moody's Says $25M Loan Upsize is Credit Neg
-------------------------------------------------------------------
Moody's Investors Service said that although eResearch
Technologies, Inc.'s announced $25 million debt increase and
related $20 million shareholder distribution is a credit negative
development, it still expects ERT will achieve solid financial
strength metrics in 2015, so there is no change to the B2 CFR and
other ratings, or the stable ratings outlook, at this time.

ERT is a provider of cardiac safety, respiratory efficacy and
electronic clinical outcome assessment solutions to pharmaceutical
and healthcare organizations sponsoring or involved in the clinical
trial of new drugs and is owned by affiliates of Genstar Capital.



ERG INTERMEDIATE: Has Interim Authority to Tap $5-Mil. in DIP Loan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave ERG Intermediate Holdings, L.L.C., et al.,
interim authority to obtain postpetition financing up to an
aggregate principal amount of $5,000,000, from CLMG Corp., as
administrative agent and as collateral agent, for a consortium of
lenders.

At the final hearing, scheduled for June 1, 2015, at 1:30 p.m.
(CT), the Debtors will seek approval to obtain an aggregate
principal amount not to exceed $17,500,000 of postpetition
financing.

The Debtors are also given interim authority to use cash collateral
securing their prepetition indebtedness from CLMG and other
prepetition lenders.  The Prepetition Credit Agreement between the
Debtors and CLMG, et al., provided for $372,000,000 of loans
consisting initially of $230,000,000 of Term Loans and $120,000,000
of Delayed Draw Term Loans and subsequently of an additional
$22,000,000 of Term Loans pursuant to the First Amendment to Credit
Agreement.

As adequate protection, the Prepetition Lenders are given adequate
protection liens and an allowed superpriority administrative
expense claim.

If no objections to the relief sought in the final hearing are
filed and served, no final hearing will be held and a separate
final order may be presented by the Debtors and entered by the
Court.  Objections must be filed no later than May 26.

A full-text copy of the Interim Order with Budget is available at
http://bankrupt.com/misc/ERGdip0505.pdf

Counsel for the DIP Agent and the Prepetition Agent:

         Thomas E. Lauria, Esq.
         Thomas MacWright, Esq.
         WHITE & CASE LLP
         1155 Avenue of the Americas
         New York, NY 10036-2787
         Email: tlauria@whitecase.com
                tmacwright@whitecase.com

                       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 INTERMEDIATE: Section 341(a) Meeting Set for June 9
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of ERG Intermediate
Holdings, LLC will be held on June 9, 2015, at 1:30 p.m. at Dallas,
Room 976.  Creditors have until Sept. 8, 2015, to file their proofs
of claim.

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

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

ERG Intermediate Holdings, LLC and four of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
15-31858) on April 30, 2015.  The petition was signed by Kelly R.
Plato as chief financial officer.  The Debtor estimated assets and
debts of at least $100 million.

Jones Day serves as the Debtors' counsel.  DLA Piper represents the
Debtors' as co-counsel.  Epiq Bankruptcy Solutions, LLC acts as the
Debtors' claims, noticing and balloting agent.  Judge  Harlin
DeWayne Hale presides over the cases.


EXELIXIS INC: Posts $35.2 Million Net Loss in First Quarter
-----------------------------------------------------------
Exelixis, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $35.17
million on $9.38 million of net product revenues for the three
months ended March 31, 2015, compared to a net loss of $74.61
million on $4.9 million of net product revenues for the same period
a year ago.

As of March 31, 2015, the Company had $282.93 million in total
assets, $429.69 million in total liabilities and a $146.75 million
total stockholders' deficit.

Cash and cash equivalents, short- and long-term investments and
short- and long-term restricted cash and investments totaled $197.6
million at March 31, 2015, compared to $242.8 million at Dec. 31,
2014.

"In the first quarter, the Exelixis team made strong progress
toward the multiple clinical and regulatory milestones that are
anticipated throughout 2015," said Michael M. Morrissey, Ph.D., the
company's president and chief executive officer.  "The company's
top priority remains the delivery of top-line results from METEOR,
the phase 3 pivotal trial of cabozantinib in mRCC.  If METEOR is
successful, we will turn our focus to completing U.S. and EU
regulatory filings by early 2016."

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

                        http://is.gd/PLx4ta

On Sept. 5, 2014, Exelixis filed a Current Report on Form 8-K
reporting a restructuring plan that resulted in a reduction of the
Company's workforce by approximately 70%, or approximately 155
employees.

The Company filed an amendment to the Original Form 8-K to report
the restructuring charge that it recorded during the fiscal year
ended Jan. 2, 2015, estimates of the expenses that will be
incurred, and estimates of the charges that will result in future
cash expenditures.  Information related to charges and expenditures
that occurred during 2014 were previously disclosed in the
Company's Annual Report on Form 10-K for the fiscal year ended Jan.
2, 2015.

On Aug. 31, 2014, the Board of Directors of Exelixis approved a
restructuring plan, which was implemented on Sept. 2, 2014, as a
consequence of the failure of COMET-1, one of the Company's two
phase 3 pivotal trials of cabozantinib in metastatic
castration-resistant prostate cancer, to meet its primary endpoint
of demonstrating a statistically significant increase in overall
survival for patients treated with cabozantinib as compared to
prednisone.  The Company implemented a restructuring plan to reduce
its workforce.  Personnel reductions were initiated across the
entire organization and have resulted in an ongoing workforce of
approximately 85 full-time employees.  The principal objective of
the restructuring plan is to enable the Company to focus its
financial resources on the phase 3 pivotal trials of cabozantinib
in metastatic renal cell carcinoma and advanced hepatocellular
carcinoma.

As a result of the restructuring plan, the Company expects to incur
total charges in the range of $7 million to $11 million, including
one-time employee termination benefits for those employees notified
in September 2014, facility-related charges, equipment write-downs
and potentially other charges.  The timing and amount of these
charges is described below:

During fiscal 2014, the Company recorded a charge of $6.1 million,
which included $5.8 million related to employee severance and other
benefits and $0.3 million for equipment write-downs and other
charges, which were partially offset by recoveries recorded in
connection with the sale of excess equipment and other assets that
were previously fully depreciated.

The Company expects to incur additional facility-related charges in
the range of $2 million to $6 million as a result of the September
2014 restructuring plan in connection with the sublease and exit of
certain of the Company's buildings in South San Francisco,
California.

Cash expenditures related to employee severance and other benefits
were $4.5 million during fiscal 2014; the Company expects to pay
the remaining $1.4 million during fiscal 2015.  The Company also
expects to receive approximately $1.5 million in net proceeds from
the sale of excess equipment, the majority of which we expect to
receive during fiscal 2015.  The Company expects to pay any accrued
facility charges, net of cash to be received from our subtenants,
if any, through the end of its lease terms of the buildings, the
last of which ends in 2018.

                        About Exelixis Inc.

Headquartered in South San Francisco, California, Exelixis, Inc.,
develops innovative therapies for cancer and other serious
diseases.  Through its drug discovery and development activities,
Exelixis is building a portfolio of novel compounds that it
believes has the potential to be high-quality, differentiated
pharmaceutical products.

Exelixis, Inc. reported a net loss of $269 million on $25.11
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $245 million on $31.33 million of total
revenues in 2013.


EXELIXIS INC: To Issue 10.4 Million Shares Under Incentive Plan
---------------------------------------------------------------
Exelixis, Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission relating to the offering of
10,494,555 shares of Common Stock of the Comopany for issuance
under the Exelixis, Inc. 2014 Equity Incentive Plan.  The proposed
maximum aggregate offering price is $29.1 million.  A copy of the
prospectus is available at http://is.gd/RqrPGZ

                        About Exelixis Inc.

Headquartered in South San Francisco, California, Exelixis, Inc.,
develops innovative therapies for cancer and other serious
diseases.  Through its drug discovery and development activities,
Exelixis is building a portfolio of novel compounds that it
believes has the potential to be high-quality, differentiated
pharmaceutical products.

Exelixis, Inc. reported a net loss of $269 million on $25.11
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $245 million on $31.33 million of total
revenues in 2013.

As of March 31, 2015, the Company had $282.93 million in total
assets, $429.69 million in total liabilities and a $146.75 million
total stockholders' deficit.


FAMILY CHRISTIAN: Court Sets June 9 as Claims Bar Date
------------------------------------------------------
The Hon. John T. Gregg of the U.S. Bankruptcy Court for the Western
District of Michigan set June 9, 2015, at 5:00 p.m. (prevailing
Eastern Time) for creditors of Family Christian LLC and its
debtor-affiliates to file proofs of claim.

Judge Gregg set Aug. 14, 2015, at 5:00 p.m. (prevailing Eastern
Time) as the last day for governmental units to file their claims.

Proofs of claim must be filed by delivering the original proof of
claim with the Debtor's Court-approved claims agent, Epiq
Bankruptcy Solutions, LLC, at either of these addresses:

a) If by first-class mail:
   
   Family Christian, LLC Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   P.O. Box 4412
   Beaverton, OR 97076 - 4412

b) if by hand delivery or overnight mail:

   Family Christian, LLC Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   10300 SW Allen Blvd.
   Beaverton, OR 97005

                     About Family Christian

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

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

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

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


FAMILY CHRISTIAN: US Trustee Wants Court to Name Consumer Ombudsman
-------------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, asks the
Hon. John T. Gregg of the U.S. Bankruptcy Court for the Western
District of Michigan to appoint a consumer privacy ombudsman (CPO)
in the Chapter 11 bankruptcy case of Family Christian LLC and its
debtor-affiliates pursuant to Section 332(a) of the Bankruptcy
Code.

The Official Committee of Unsecured Creditors supports the U.S.
Trustee's request to appoint a consumer privacy ombudsman but the
Debtor disagrees with the U.S. Trustee because a CPO is not
required in their case because (i) their privacy policies expressly
authorize, and do not prohibit, the sale of personally identifiable
information (PII) to third parties in connection with a sale or
merger of the company and (ii) the appointment of a CPO depends
upon the identity of the buyer and whether they wish to purchase
PII, both of which are unknown prior to the May 21 auction sale of
the Debtors' assets.

According to the U.S. Trustee, the assets to be sold are defined as
including, inter alia, all the sellers' "books, records, files,
documents and other written or electronic materials, including
customer lists, except those related solely to the excluded assets
or the excluded liabilities or expressly included in the excluded
assets.  This would seem to be consistent with the Debtors'
intention to sell personally identifiable information.  Some assets
are excluded from the sale, but personally identifiable information
does not appear to be an excluded asset, the U.S. Trustee points
out.

                     About Family Christian

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

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

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

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


FIBERTECH HOLDING: Moody's Changes Outlook to Developing
--------------------------------------------------------
Moody's Investors Service changed Fibertech Holding Corp.'s ratings
outlook to developing from stable following Light Tower's (LTS
Group Holdings LLC, B2 review for downgrade) announcement that it
will acquire Fibertech in an all-cash transaction valued at $1.9
billion. As part of the same action, Moody's also affirmed
Fibertech's B2 corporate family rating, B2 probability of default
rating and the B2 senior secured bank credit facility rating at
Fibertech Networks, LLC, Fibertech's wholly-owned subsidiary.

The developing outlook acknowledges the pending transaction,
however, because Moody's expects that all debt will be repaid at
closing, the transaction does not adversely affect expected loss
and all ratings were affirmed. Moody's expects to withdraw all of
Fibertech's ratings concurrent with closing which, pending normal
regulatory approvals, is expected in the third quarter of 2015.

Fibertech Networks LLC is a builder/operator of last mile fiber
optic networks in mid-size cities in the Eastern and Central United
States. Financial statements are in the name of Fibertech, and
Fibertech guarantees Fibertech Networks LLC's credit facilities.
Fibertech is owned by Court Square Capital Partners, a financial
investor, and has no material assets or liabilities beyond its
interest in Fibertech Networks, LLC.

Headquartered in Boxborough, MA, LTS Group Holdings LLC, an entity
owned by Berkshire Partners, is a US-based broadband infrastructure
provider with significant fiber assets serving enterprise,
government, carrier and data center customers in the Northeast,
Mid-Atlantic and Chicago Metro with connectivity to international
landing sites. The company has access to and/or owns over 20,000
fiber route miles and provides service to over 8,500 on-net
locations.

Issuer: Fibertech Holding Corp.

  -- Outlook, Changed to Developing From Stable

  -- Corporate Family Rating, Affirmed at B2

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

Issuer: Fibertech Networks, LLC

  -- Senior Secured Bank Credit Facility, Affirmed at B2, LGD3

Fibertech's B2 corporate family rating primarily reflects the
company's aggressive growth profile and resulting weak free cash
flow, the likelihood of debt-financed shareholder returns, and the
company's very small aggregate scale. Fibertech's participation in
a business Moody's think is sustainable is credit-positive, as is
the company's record of successfully developing last mile fiber
connectivity. The company's good revenue visibility via a solid
backlog supported by long term contracts with a diverse group of
counter-parties is also a positive consideration.

Through its wholly-owned subsidiary, Fibertech Networks, LLC,
Fibertech Holding Corp. is a Rochester, New York-headquartered
builder/operator of last mile fiber optic networks in mid-size
cities in the Eastern and Central United States.

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


FL 6801 SPIRITS: Deadline to Remove Suits Extended to May 19
------------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman has given FL 6801 Spirits LLC
until May 19, 2015, to file notices of removal of lawsuits
involving the company and its affiliates.

                     About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury
full-service, ocean front condominium hotel located at the site of
the old Carillon Hotel in Miami Beach, Florida.  The current
operator of the hotel, Canyon Ranch Living, is not a debtor, and
operations at the property are expected to continue without
interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  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.  Lehman's Chapter 11 plan became effective on March 6,
2012.


FREDERICK'S OF HOLLYWOOD: Can Proceed With May 28 Auction
---------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that U.S. Bankruptcy Judge Kevin Gross in Wilmington, Del.,
authorized Frederick's of Hollywood Inc., et al., to proceed with a
May 28 auction of its assets, with Authentic Brands Group Inc.'s
$22.5 million offer serving as stalking horse bid.

According to the Journal, the offer from Authentic Brands is for
Frederick's intellectual property, some inventory and its
e-commerce business, since the company entered bankruptcy having
shut down its remaining store locations.  The protections for that
bid include a $775,000 termination fee, negotiated down from
$850,000 with the committee representing unsecured creditors, and
$300,000 in expense reimbursement, the Journal related.

All objections to the rules were resolved prior to the hearing, but
a lawyer for the committee for unsecured creditors, said the panel
is investigating other issues in the case, the Journal added.

                         About Frederick's

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

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

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

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

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


FREEDOM INDUSTRIES: State Regulators Set Up Spill Cleanup Website
-----------------------------------------------------------------
The Associated Press reports that state regulators have set up a
website dedicated to Freedom Industries Inc.'s participation in the
Voluntary Remediation Program for the cleanup process at the site
of the chemical spill.

As reported by the Troubled Company Reporter on April 13, 2015,
Kate White, writing for Wvgazette.com, reported that federal
prosecutors asked U.S. District Judge Thomas Johnston to approve a
plan to issue a press release, maintain a website with case
information, and publish a legal notice in the Charleston Gazette
and Charleston Daily Mail for two weeks in the case against former
Freedom Industries officials in connection with the January 2014
chemical spill in the Kanawha Valley in West Virginia and
surrounding communities.

No cleanup plan has been submitted or approved yet, The AP relates,
citing the Department of Environmental Protection.  The report adds
that a remedial action work plan is due at the first quarter of
2016.  The entire project, says the report, is expected to be
completed in 2016.

Jim Christie at Reuters states that officials in West Virginia
called Freedom Industries' Chapter 11 fees "outlandish".  West
Virginia's Department of Environmental Protection said in court
filing that Freedom Industries' plan to distribute $6.5 million to
creditors would set aside $2.5 million for professionals while
state regulators would get $150,000.

                      About Freedom Industries

Freedom Industries Inc. is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014.  The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FREEDOM INDUSTRIES: Targeting June Confirmation of Chapter 11 Plan
------------------------------------------------------------------
Freedom Industries Inc. on April 30, 2015, filed a proposed plan of
liquidation which it says is a product of negotiations with major
creditor constituencies and formed in close collaboration with the
unsecured creditors committee.

The Debtor immediately filed a motion asking the Bankruptcy Court
to hold a combined hearing to consider approval of the explanatory
disclosure statement and confirmation of the plan based on this
schedule:

                Event                        Date/Deadline
                -----                        -------------
Filing of Disclosure Statement and Plan         4/30/15
Voting Record Date                              4/30/15
Solicitation Commencement Date                  5/06/15
Rule 3018(a) Motion Deadline                    5/26/15
Objection Deadline for Combined Hearing         6/03/15
Voting Deadline                                 6/03/15
Combined Hearing on Disc. Statement and Plan    6/12/15

                      The Plan of Liquidation

Under the Plan, the Debtor's assets including significant potential
Claims and Causes of Action will be liquidated by the Debtor on or
before the Effective Date. The liquidation proceeds will, on the
Effective Date, either (i) be distributed to creditors in
accordance with the Plan, or (ii) be transferred to two plan
administrators for subsequent distributions under the Plan.

The GC Plan Administrator will exclusively have the power and
authority to hold, manage, sell and distribute the Cash to holders
of Class 3 Claims in accordance with the Plan.  The Spill Claim
Plan Administrator shall act in the best interests of the holders
of Class 4 and Class 5 Claims.

The Plan represents a global settlement among the Debtor; the
Committee; the current equity owner (Chemstream Holdings, Inc.) and
affiliated parties; the former officers and directors (Dennis P.
Farrell, William G. Tis and Charles E. Herzing), Gary Southern, and
certain represented class action plaintiffs.  Without these
settlements, there would be (a) no release of AIG settlement
proceeds (totaling approximately $3,199,318), (b) no sale escrow
proceeds (totaling approximately $2,800,000), and (c) no proceeds
from Gary Southern (totaling $300,000), unless and until uncertain,
time consuming, and expensive litigation were first to occur.

In exchange for the consideration, the Debtor, its bankruptcy
estate and the successor Plan Administrators will release under the
Plan all litigation rights and claims against Chemstream and its
affiliated parties; Dennis P. Farrell, William G. Tis and Charles
E. Herzing and their affiliated companies that they own or owned;
and Gary Southern and affiliated companies that he owns or owned.
Finally, Chemstream and its affiliated parties, Tis, Herzing and
Farrell and their affiliated parties, and Southern and his
affiliated parties will agree to waive and not assert any claims
against the Debtor or the insurance recoveries from AIG Specialty
Insurance.

The Debtor and West Virginia Department of Environmental Protection
continue to discuss and negotiate the scope and extent of final
remediation measures for the Etowah River Terminal. Agreed steps
may include, without limitation, the construction of a new
retention trench below existing retention trenches and the testing
of water contained within the new trench once constructed.
Additional water testing is expected to occur within the contained
area of the MCHM Footprint. Results of this additional water
testing are expected to impact a determination by WVDEP regarding
the extent to which additional soil removal, if any, will occur,
and the extent to which certain areas on the upper portion of the
site will be filled, if at all, with clay. Once the extent of
additional soil removal and clay fill requirements, if any, are
determined and undertaken (to the extent so required), the CRO
expects, subject to approval by WVDEP, to then fill certain
additional trenches with clean fill and remove all pumps from the
site. The CRO believes that completion of the aforementioned
measures will allow the CRO to sell the Etowah River Terminal to an
unrelated third party that will promptly after closing on the
proposed transaction pave a substantial portion of the site and
agree, subject to specified limitations, to continue to cause water
testing to occur. Negotiations with the potential purchaser and
WVDEP regarding this potential transaction are ongoing. More
specific definition is expected to be brought to these matters
incrementally in the period prior to a hearing on confirmation of
the Plan.

The Plan proposes to pay off claims as follows:

    * Class 1 IRS Secured Claims.  The IRS will be paid in cash the
unpaid principal and interest portions of the claims estimated at
$500,000.  In consideration of the allowance and payment of the
claims, the IRS will waive penalty amounts associated with the
claims.  The class is impaired.  Estimated recovery: 100%

    * Class 2 Priority Tax Claims.  Holders of Allowed Priority Tax
Claims, if any, shall be paid in Cash by the CRO on the Effective
Date, or if any such claim is disputed, following the allowance of
the claim.  The class is impaired.  Estimated recovery: 100%

    * Class 3 General Unsecured Claims.  On the Effective Date, the
GC Plan Administrator shall be paid $500,000 for the benefit of
holders of allowed general unsecured claims.  In addition, the GC
Plan Administrator, for the benefit of the holders of Allowed Class
3 Claims, will participate with the Spill Claim Plan Administrator
in receipt of 50% of net recoveries from Causes of Action not
otherwise released under the Plan, after reimbursement of all fees
and expenses associated with such Causes of Action, up to a maximum
recovery by the GC Plan Administrator on behalf of holders of Class
3 Claims of $7,000,000.  The class is impaired.  Estimated
recovery: 6.67% initial recovery

    * Class 4 Convenience Class Spill Claim.  On the Effective
Date, the Spill Claim Plan Administrator shall be paid $500,000 for
the benefit of the holders of Class 4 Convenience Class Spill
Claims.  The class is impaired.  Estimated recovery: N/A

    * Class 5 Spill Claims.  On the Effective Date, the Spill Claim
Plan Administrator shall be paid $2,199,318 for the benefit of the
holders of Allowed Class 5 Spill Claims.  The Spill Claim Plan
Administrator, for the benefit of the holders of Allowed Class 5
Spill Claims, will participate with the GC Plan Administrator in
receipt of 50% of net recoveries from Causes of Action not
otherwise released under the Plan, after reimbursement of all fees
and expenses associated with such Causes of Action, until such time
as the GC Plan Administrator receives the sum of $7,000,000 from
proceeds of Causes of Action at which time the Spill Claim Plan
Administrator shall receive for the benefit of the holders of
Allowed Class 5 Spill Claims, 100% of all additional proceeds from
Causes of Action.  The class is impaired.  Estimated recovery: N/A

   -- Class 6 Equity Interests.   On the Effective Date, all Equity
Interests in the Debtor shall be deemed cancelled without further
action by the Debtor, and 100% of new equity interests in the
Debtor shall be issued to the Spill Claim Plan Administrator or its
designee for the benefit of the holders of Class 5 Spill Claims on
the Effective Date.  The class is impaired.  Estimated recovery:
0%

Holders of Claims in Class 1 (IRS Secured Claims), Class 2
(Priority Tax Claims), Class 3 (General Unsecured Claims), Class 4
(Convenience Spill Claims), and Class 5 (Spill Claims) will receive
the Ballots.  Holders of equity interests are not included in the
voting classes as they are deemed to reject the Plan.

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

      http://bankrupt.com/misc/Freedom_I_DS_Apr2015.pdf

A copy of the summary of the Liquidating Plan is available for free
at:

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

                     About Freedom Industries

Freedom Industries Inc. is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014.  The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


GARLOCK SEALING: Belluck Fights Subpoenas in Racketeering Suit
--------------------------------------------------------------
Law360 reported that Belluck & Fox LLP said Garlock Sealing
Technologies is brazenly using a North Carolina federal court to
access irrelevant bankruptcy claims in an abusive strategy to
bolster its adversary suit accusing the law firm of running a
decade-long scheme to drive up settlement values in asbestos
litigation.

According to the report, the mesothelioma law firm is in the midst
of fighting a March magistrate judge's order permitting
gasket-maker Garlock's 24 third-party subpoenas seeking documents
from 55 bankruptcy trusts and claims processing facilities involved
in the massive mesothelioma litigation against it.  In its filing,
Belluck & Fox reasserted the alleged irrelevance of the trust
claims to the immediate racketeering suit, the report related.

Garlock has told the North Carolina federal court that Belluck &
Fox is offering the same tired arguments in an effort to squelch
pertinent discovery in the adversary suit, the report said.
Belluck & Fox has not offered any new or convincing arguments for
why the court should overturn Magistrate Judge David S. Cayer's
decision, Garlock said, Law360 added.

The case is Garlock Sealing Technologies LLC et al. v. Belluck &
Fox LLP et al., case number 3:14-cv-00118, in the U.S. District
Court for the Western District of North Carolina.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for
asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.

                         *     *     *

The confirmation hearing for approval of Garlock Sealing's Chapter
11 plan won't begin until June 20, 2016, although Garlock and its
non-bankrupt parent EnPro Industries Inc. have an agreement with
the official representative for future asbestos claimants, The
Troubled Company Reporter said, citing Bill Rochelle, bankruptcy
columnist for Bloomberg News.  The delay, according to Mr.
Rochelle, largely results from opposition to the plan by the
official committee representing people who already manifest
symptoms of asbestos-caused diseases.

A bankruptcy judge approved disclosure materials on April 10
allowing creditors to vote.  The deadline for casting ballots is
Oct. 6.


GENERAL MOTORS: Ignition Switch Plaintiffs to Appeal Shield Ruling
------------------------------------------------------------------
Law360 reported that vehicle owners in multidistrict litigation
seeking billions of dollars from General Motors LLC over a deadly
ignition switch defect intend to appeal a New York federal
bankruptcy judge's order barring their claims against "New GM,"
according to a joint letter to U.S. District Judge Jesse M. Furman,
who presides over the MDL.

According to the report, attorneys involved in ongoing GM
litigation apologized to a bankruptcy judge who vented his
frustration after learning in the press that lawyers representing
ignition switch defect plaintiffs planned to appeal one of his
decisions, blaming the oversight on the need to be prepared for a
related district court hearing.  Law360 related that U.S.
Bankruptcy Judge Robert E. Gerber in New York did some venting,
accusing attorneys of going behind his back after learning through
media reports of their intent to appeal his decision to uphold a
shield blocking certain claims against the post-bankruptcy GM.

                    About General Motors

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

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

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

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

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

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

                         *     *     *

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


GFI GROUP: Fitch Raises IDR to 'BB+', Off Rating Watch Positive
---------------------------------------------------------------
Fitch Ratings has upgraded GFI Group, Inc.'s (GFI) long-term Issuer
Default Rating (IDR) and senior unsecured debt rating to 'BB+' from
'B'.  Fitch has also removed GFI from Rating Watch Positive and
assigned a Positive Rating Outlook.  The actions follow the
purchase of additional GFI shares by BGC Partners Inc. (BGC).
Fitch has simultaneously affirmed the 'BBB-' ratings assigned to
BGC and its parent Cantor Fitzgerald, L.P. (Cantor) at 'BBB-' with
Stable Rating Outlooks.

On April 28, 2015, BGC purchased from GFI approximately 43 million
newly issued shares of GFI's common stock at that date's closing
price of $5.81 per share for an aggregate purchase price of $250
million.  The purchase price was paid to GFI in the form of a note
due on June 19, 2018, that bears an interest rate of LIBOR plus 200
basis points.  The $250 million note issued to GFI to finance the
issuance of new stock is viewed as a debt obligation of BGC on a
standalone basis and an interest bearing asset of GFI on standalone
basis.

KEY RATING DRIVERS - GFI

The upgrade of GFI's ratings reflect Fitch's view of increased
clarity with respect to GFI ultimate ownership structure, as a
result of the equity issuance, which appears to mitigate the
previous blocking ability of GFI's minority shareholder, Jersey
Partners, Inc.  As a result of this transaction, BGC now has voting
control of GFI, which is expected to allow BGC the flexibility to
more actively manage GFI and sell non-core assets as deemed
appropriate.  Fitch also views the effective defeasance of GFI's
2019 debt maturity via the maturity-matched debt received from BGC
positively, although it falls short of an explicit guarantee or
assumption of GFI's debt by BGC.

Fitch now views GFI as a strategically important subsidiary of BGC
reflecting the majority ownership and voting control of GFI by BGC
and the strong financial and strategic synergies between the two
companies.  As a result, GFI's rating is notched by one notch off
of BGC's ratings.  Fitch does not yet view GFI as a core subsidiary
of BGC, which would result in equalization of the ratings, given
the lack of an explicit assumption of GFI's debt obligation by BGC
and, at this time, BGC's explicit statement to maintain separately
branded operations.

The Positive Outlook reflects the potential for additional steps
that may be taken by BGC and GFI over the Outlook horizon which
could result in an equalization of the ratings between the two
entities, such as a more formal integration of GFI, a more explicit
assumption of GFI's debt and/or cessation of operations as
separately branded operations.

GFI's standalone leverage, calculated as gross debt divided by
adjusted EBITDA, measured 3.7x at Dec. 31, 2014, and interest
coverage, measured as adjusted EBITDA divided by interest expense,
measured 2.7x as of the same date, which are viewed as consistent
with a below investment grade profile on a standalone basis.

KEY RATING DRIVERS - BGC

The affirmation of BGC's ratings reflect the manageable impact on
cash flow leverage as result of the $250 million debt issuance and
BGC's materially lower credit risk profile, more diversified
revenue base and more established franchise in the inter-dealer
broker (IDB) space.

Fitch calculates that BGC's standalone pro forma cash flow leverage
increases to 2.6x from 1.9x and interest coverage decreases to 7.2x
from 8.1x as a result of the debt issuance, while giving no credit
to potential cost synergies from the GFI acquisition.  Given the
overlapping business models of BGC and GFI, Fitch believes some
level of cost synergies is achievable, which would further improve
leverage and interest coverage levels, all else equal.  For
example, Fitch expects BGC to seek to act quickly to integrate
GFI's back office, technology and infrastructure operations.

KEY RATING DRIVERS – Cantor

The affirmation of Cantor coincides with the affirmation of BGC and
maintains the equalization of Cantor's and BGC's ratings,
reflecting the meaningful ownership of BGC by Cantor, the voting
control Cantor maintains over BGC, and the shared management teams
and systems.  Cantor's ratings reflect its established position in
the middle-market brokerage space, moderate risk profile,
controlled leverage, and adequate liquidity levels.  Ratings are
constrained by the cyclicality of and dependence on capital markets
activity for most of Cantor's businesses, and its exposure to
non-core ventures, which could potentially introduce
financial/reputational risk.

RATING SENSITIVITIES – GFI

The Positive Outlook for GFI reflects the potential for additional
steps that may be taken by BGC and GFI which could result in an
equalization of the ratings between the two entities, such as a
more formal integration of GFI, a more explicit assumption of GFI's
debt and/or cessation of operations as separately branded
operations.  Absent a fundamental change in the relationship
between BGC and GFI, GFI's ratings are expected to move in step
with any changes in BGC's and Cantor's ratings, and therefore are
sensitive to changes in BGC's and Cantor's risk appetites and
financial profiles.

RATING SENSITIVITES – BGC

BGC's Stable Outlook reflects Fitch's expectation that the company
will maintain sufficient liquidity for near-term debt
maturities/obligations and adequate leverage and interest coverage
levels.  The Stable Outlook also reflects Fitch's expectation for
modest cash flow and margin improvement as a result of integrating
GFI's back office operations and rationalizing costs.

Failure to achieve planned cost synergies, inability to sustain
EBITDA or reduce debt levels, which leads leverage to increase
above 2.5x or interest coverage to fall below 6x, on a sustained
basis will have a negative impact on ratings.  Increased
shareholder-friendly activities, including increased dividends or
outsized share buybacks that materially impact the company's
liquidity before the successful integration of GFI would also be
viewed negatively from a rating perspective.  BGC's ratings are
equalized with those of its parent, Cantor, as Fitch considers BGC
to be a core subsidiary of Cantor due to the significant
operational and financial linkages between the two companies.  As a
result, any changes in Cantor's ratings could also result in
changes to BGC's ratings.

Positive rating momentum, although limited in the medium term,
could be driven by the successful integration of GFI and a
sustained increase in profit margins, while maintaining
conservative leverage and interest coverage metrics.

RATING SENSITIVITIES – Cantor

Cantor's ratings could come under pressure as a result of
deteriorating operating performance in its core institutional
brokerage, a material increase in leverage levels, adverse changes
in the reverse repurchase book composition, material loss or
reputational damage from Cantor's non-core ventures and/or key man
risk associated with Cantor's CEO would also pressure ratings.
Ratings also remain sensitive to changes in BGC's ratings.

Cantor has a $300 million debt maturity on June 26, 2015.  While
refinancing has not yet occurred, Fitch views Cantor as having
acceptable financial flexibility at present in order to address
this maturity.  Although not anticipated by Fitch, were Cantor to
experience challenges refinancing or repaying this debt maturity,
its ratings, and thus those of BGC and GFI, could be negatively
affected.

Positive rating momentum, although limited in the near term, could
be driven by sustained improvement in core institutional brokerage
business margins, increase in parent company liquidity levels, sale
or closure of some non-core and non-viable ventures, while
addressing key man risk and maintaining moderate risk appetite, low
leverage, and sufficient capital.

Fitch has taken these rating actions:

GFI Group Inc.
   -- Long-term IDR upgraded to 'BB+' from 'B'; Outlook Positive;
   -- Short-term IDR affirmed at 'B';
   -- Senior unsecured debt upgraded to 'BB+' from 'B'.

BGC Partners, Inc.
   -- Long-term IDR affirmed at 'BBB-';
   -- Senior unsecured debt rating affirmed at 'BBB-';
   -- Short-term IDR affirmed at 'F3'.

Cantor Fitzgerald, L.P.
   -- Long-term IDR affirmed at 'BBB-';
   -- Senior unsecured debt affirmed at 'BBB-';
   -- Short-term IDR affirmed at 'F3'.



GILES-JORDAN: To Present Plan for Confirmation on May 14
--------------------------------------------------------
Giles-Jordan, Inc., is slated to seek confirmation of its
reorganization plan on May 14.

Judge Letitia Z. Paul on April 29, 2014, approved the disclosure
statement explaining the Debtor's Third Amended Plan of
Reorganization.  The Court approved this schedule:

   -- Solicitation packages must be sent to creditors by April 29;

   -- Objections to the Plan will be due on May 8;

   -- The last day for creditors and interest holders to vote to
accept or reject the Plan is May 11;

   -- May 14 at 11:15 a.m. is the time set for hearing to consider
confirmation of the Plan.

                      The Reorganization Plan

Pursuant to the Plan, Giles-Jordan, Inc. will contribute its
39-acre property in Galveston, Texas, free and clear of all liens,
claims and interests to 230 East Beach, Ltd., a Texas limited
partnership.  In consideration for the contribution, 230 East Beach
will assume and pay all allowed claims.

Preserve at East Beach, LLC, will be the general partner of 230
East Beach with a 60% interest in 230 East Beach.  Giles-Jordan,
Inc. will be a 40% limited partner in 230 East Beach.  Frank
Schaefer will loan 230 East Beach $1,500,000 ("Development Loan")
for development of the property and receive in return a second lien
in and against the property.

230 East Beach will begin operations once it receives the
$1,500,000 in proceeds from the Development Loan (the "Investment
Capital").

Prior to May 31, 2015, 230 East Beach will obtain exit financing
from Moody National Bank in the form of a loan of $4,500,000 to
satisfy the remaining indebtedness of Galveston Shores and pay all
allowed claims.  In consideration thereof, 230 East Beach will
grant Moody National Bank a first priority lien against the
Debtor's property.

The Plan proposes to pay off claims as follows:

  -- 230 East Beach assume all of the Debtor's obligations to
Galveston Shores L.P.  As of Sept. 5, 2014, Galveston Shores had an
allowed secured claim of $3,852,201 plus interest accruing.  Prior
to May 31, 2015, 230 East Beach will satisfy in full all amounts
owed under the Galveston Shores Note from the proceeds of the exit
loan.

  -- Each holder of the Allowed Unsecured Claims shall receive on
the Effective Date cash from Available Cash, including cash on hand
and available funds from the Investment Capital and/or Exit Loan.

  -- All ownership interests in the Reorganized Debtor will be
retained by Mickey Giles.  Any capital contributions paid
postpetition by Mickey Giles will be converted to debt and assumed
by the Reorganized Debtor from cash flow.

A copy of the Third Amended Disclosure Statement filed April 25,
2015, is available for free at:

        http://bankrupt.com/misc/Giles-Jordan_3rd_Am_DS.pdf

                      About Giles-Jordan, Inc.

Giles-Jordan, Inc., filed a Chapter 11 bankruptcy petition in its
hometown in Galveston, Texas (Bankr. S.D. Tex. Case No. 14-80173)
on May 5, 2014.  The Debtor disclosed $12 million in total assets
and $4.81 million in liabilities, including $3.72 million of
secured debt.  Its lone asset is a 39.16-acre property at 230 East
Beach Drive, in Galveston, Texas.  Galveston Shores, LP, of
Carlsbad, California, is the holder of the secured debt.

The case is assigned to Judge Letitia Z. Paul.  The Debtor is
represented by Jeffrey Wells Oppel, Esq., at Oppel & Goldberg,
PLLC, in Houston, Texas.


GT ADVANCED: U.S. Trustee Wants Spending Examined
-------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
William K. Harrington, U.S. Trustee for Region 2, have asked U.S.
Bankruptcy Judge Henry Boroff in New Hampshire to appoint an
independent examiner to oversee spending in the bankruptcy case of
GT Advanced Technologies Inc.

According to the Journal, Mr. Harrington wrote in court papers that
with about a dozen firms already working on the Chapter 11
proceeding, keeping tabs on the bills could prove "especially
challenging."  GT Advanced's first round of bills averaged nearly
$3 million a month, the Journal said.

The Journal said the U.S. Trustee is calling on Joseph McMahon, a
Delaware lawyer and 10-year veteran of the U.S. trustee's office,
to review the fees of the GT Advanced firms.  The company's lead
bankruptcy lawyer, Luc Despins, said the firm won't oppose the
motion, the Journal added.

               About GT Advanced Technologies

Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment  
for the electronics industry.  On Nov. 4, 2013, GTAT announced a
multiyear supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.

Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT."  GTAT was de-listed from the
NASDAQ
stock exchange in October 2014.

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916).  GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.

GTAT has reached a settlement with Apple.  The settlement gives
Apple an approved claim for $439 million secured by more than
2,000
sapphire furnaces that GT Advanced owns and has four years to
sell,
with proceeds going to Apple.  In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.


HALO SPORTS: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Halo Sports Bar and Grill, Inc.
        17122 Main Street
        Hesperia, CA 92345

Case No.: 15-14566

Chapter 11 Petition Date: May 6, 2015

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

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Stephen R Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R WADE
                  350 W Fourth St
                  Claremont, CA 91711
                  Tel: 909-985-6500
                  Fax: 909-399-9900
                  Email: srw@srwadelaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Thanos, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-14566.pdf


HANLIN AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hanlin Automotive, Inc.
          aka Auto Craft Body & Paint Co.
        6009 Farrington Avenue
        Alexandria, VA 22304

Case No.: 15-11564

Nature of Business: Auto Body Repair

Chapter 11 Petition Date: May 6, 2015

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Robert G. Mayer

Debtor's Counsel: Bennett A. Brown, Esq.
                  THE LAW OFFICE OF BENNETT A. BROWN
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: 703-591-3500
                  Fax: 703-352-5122
                  Email: bennett@pcgalaxy.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Edison Flores, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb15-11564.pdf


HCA INC: Fitch Assigns 'BB-' Rating on $1.6 Billion Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to HCA Inc.'s $1.6
billion senior notes.  Fitch expects that the company will apply
the proceeds of the proposed notes to refinance senior debt
obligations of HCA Holdings, Inc.  The Rating Outlook is Stable.
The ratings apply to $29.4 billion of debt outstanding at March 31,
2015.

KEY RATING DRIVERS

Hospital Industry-Leading Financial Flexibility: HCA's financial
flexibility has improved significantly in recent years as a result
of organic growth in the business as well as proactive management
of the capital structure.  The company has industry-leading
operating margins and generates consistent and ample discretionary
FCF (operating cash flows less capital expenditures and
distributions to minority interests).

Transition to Public Ownership: The sponsors of a 2006 LBO
previously directed HCA's financial strategy, but their ownership
stake decreased steadily following a 2011 IPO and HCA has appointed
four new independent members to the 11-member board of directors
(BOD), bringing the total to seven.

Shifting Priorities for Cash Deployment: Under the direction of the
LBO sponsors, HCA's ratings were constrained by
shareholder-friendly capital deployment; the company has funded
$7.4 billion in special dividends and several large repurchases of
the sponsors' shares since 2010.  Fitch thinks HCA will have a more
consistent and predictable approach to funding shareholder payouts
under public ownership and an independent BOD.

Expect Nominal Deleveraging: Fitch forecasts that HCA will produce
discretionary FCF (operating cash flows less capital expenditures
and distributions to minority interests) of about $1.6 billion in
2015, and will prioritize use of cash for organic investment in the
business, acquisitions and share repurchases.  At 3.8x, HCA's gross
debt/EBITDA is below the average of the group of publicly traded
hospital companies and Fitch does not believe that there is a
compelling financial incentive for HCA to apply cash to debt
reduction.

Secular Headwinds to Operating Outlook: Measured by revenues, HCA
is the largest operator of for-profit acute care hospitals in the
country, with a broad geographic footprint.  The company benefited
from this favorable operating profile during a period of several
years of weak organic operating trends in the for-profit hospital
industry.  Although operating trends improved industrywide starting
in mid-2014, secular challenges, including a shift to lower-cost
care settings and health insurer scrutiny of hospital care, are a
continuing headwind to organic growth.

Liquidity Profile is Solid: At March 31, 2015, HCA's liquidity
included $586 million of cash on hand, $2.6 billion of available
capacity on its bank facility revolving loans and LTM discretionary
FCF of about $2.3 billion.  HCA's EBITDA/gross interest expense is
solid for the 'BB-' rating category at 4.4x and the company has
ample operating cushion under its bank facility financial
maintenance covenants, which require debt net of cash maintained
below 6.75x EBITDA.

Debt Maturities are Manageable: Fitch believes that HCA's favorable
operating outlook and financial flexibility afford the company good
market access to refinance upcoming maturities.  Large upcoming
maturities include $1 billion of HCA Inc. unsecured notes and $1.23
billion of bank term loans maturing in 2016. Proceeds of the
proposed notes issuance will be used to refinance the 7.75% $1.525
billion senior notes due 2021 of HCA Holdings, Inc., which are
structurally subordinate to the debt obligations of HCA Inc.

RATING SENSITIVITIES

If HCA consistently operates with leverage below 4.0x over the next
several quarters, it could support an upgrade of the IDR to 'BB'.
In addition to a commitment to operate with lower leverage,
sustained improvement in organic operating trends in the hospital
industry would support a higher rating for HCA.  Fitch believes the
hospital industry may post another couple of quarters of
above-trend growth in patient volumes as the positive effects of
the Affordable Care Act gain momentum in 2015.  However, secular
headwinds to growth remain intact over the longer term.

Maintenance of the 'BB-' Issuer Default Rating (IDR) considers HCA
operating with total debt/EBITDA below 4.5x, and with an FCF margin
of 4% or higher.  A downgrade of the IDR to 'B+' is unlikely in the
near term, since these targets afford HCA with significant
financial flexibility to increase capital investment and
acquisitions while still applying some cash to share repurchases.

KEY ASSUMPTIONS

   -- Very strong rates of organic volume growth in the first half

      of 2015, supported by ramp up of ACA related benefit and
      improving economic conditions, tapering to a more normalized

      2-3% later in the year;

   -- Modest EBITDA margin compression in later 2015-2016
      primarily resulting from negative operating leverage as
      volume growth rates normalize and pricing trends remain
      stable;

   -- EBITDA of $7.8 billion and discretionary FCF of $1.6 billion

      in 2015 with higher capital expenditures of about $2.5
      billion; higher capital spending is related to growth
      projects that support the expectation of EBITDA growth
      through the forecast period;    

   -- The majority of discretionary FCF is directed towards share
      repurchases and acquisitions, and all debt coming due is
      refinanced; resulting in gross debt/EBITDA of 3.5x-4.0x
      through the forecast period.

DEBT ISSUE RATINGS

Fitch currently rates HCA as:

HCA, Inc.
   -- IDR 'BB-';
   -- Senior secured credit facilities (cash flow and asset
      backed) 'BB+';
   -- Senior secured first lien notes 'BB+';
   -- Senior unsecured notes 'BB-'.

HCA Holdings Inc.
   -- IDR 'BB-';
   -- Senior unsecured notes 'B'.

Total debt of approximately $29.4 billion includes $8.1 billion of
first-lien secured bank debt, $11.1 billion of first-lien secured
notes, $7.1 billion of HCA Inc. unsecured notes, and $2.5 billion
of Hold Co. unsecured notes.  HCA's bank debt comprises
approximately $5.5 billion in term loans maturing through May 2018:
a $2 billion capacity cash flow revolving loan and a $3.25 billion
capacity asset-based revolving loan (ABL facility).

The secured debt rating is two notches above the IDR, illustrating
Fitch's expectation of superior recovery prospects in the event of
default.  The first-lien obligations, including the bank debt and
the first-lien secured notes, are guaranteed by all material wholly
owned U.S. subsidiaries of HCA, Inc. that are 'unrestricted
subsidiaries' under the HCA Inc. unsecured note indenture dated
Dec. 16, 1993.

The HCA Inc. unsecured notes are rated at the same level as the IDR
despite the substantial amount of secured debt to which they are
subordinated, with secured leverage of about 2.5x.  Fitch often
notches ratings on unsecured debt obligations below the IDR level
when secured debt leverage is greater than 2.5x.  The strength and
stability of HCA's cash flows supports an expectation of at least
average recovery for these lenders relative to historical rates in
an event of default, supporting a rating at the same level as the
IDR.  However, if HCA were to layer more secured debt into the
capital structure, such that secured debt leverage is greater than
3.0x, it could result in a downgrade of the rating on the HCA Inc.
unsecured notes to 'B+'.

The HCA Holdings Inc. unsecured notes are rated two notches below
the IDR to reflect the substantial structural subordination of
these obligations, which are subordinate in right of payment to all
debt outstanding at the HCA Inc. level.  Leverage at the HCA Inc.
and HCA Holdings Inc. level is 3.5x and 3.8x, respectively.



HCA INC: Moody's Ba3 CFR Unaffected by $1.6BB Bond Offering
-----------------------------------------------------------
Moody's Investors Service commented that the proposed offering of
$1.6 billion of senior unsecured notes by HCA, Inc. has no impact
on the company's ratings. The issuance is an add-on to the
company's existing 5.375% senior notes due 2025, which are rated B2
(LGD 5). Moody's understands that the proceeds of the offering will
be used to fund the redemption of HCA Holdings, Inc.'s $1.525
billion of 7.75% senior notes due 2021. HCA, Inc. is a wholly owned
subsidiary of HCA Holdings, Inc. (collectively HCA or the
company).

HCA's existing ratings, including the company's Ba3 Corporate
Family Rating and Ba3-PD Probability of Default Rating, remain
unchanged as Moody's does not anticipate a meaningful change in
leverage from this refinancing transaction. The stable rating
outlook is also unchanged.

HCA's Ba3 Corporate Family Rating reflects Moody's expectation that
HCA's scale and dominant market strength will allow the company to
continue to grow revenue and maintain healthy EBITDA margins. HCA's
scale and position as the largest for-profit hospital operator in
terms of revenue, aids its ability to leverage investments and
resources needed to adapt to changes in the sector and weather
industry challenges. While Moody's anticipates that the company
will continue to return capital to shareholders in lieu of debt
repayment, as evidenced by the recent authorization for another
$1.0 billion in share repurchases, the rating agency expects that
HCA will generate sufficient cash to fund moderate sized
acquisitions with little detrimental impact on credit metrics.

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

HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc.
(collectively HCA). Headquartered in Nashville, Tennessee, HCA is
the nation's largest acute care hospital company as measured by
revenue. The company generated revenue in excess of $37 billion,
net of the provision for doubtful accounts, in the twelve months
ended March 31, 2015.


HCA INC: S&P Assigns 'B+' Rating on Proposed $1.6BB Unsecured Notes
-------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating (two notches below the corporate credit rating) to
Nashville-based HCA Inc.'s proposed $1.6 billion senior unsecured
notes, which are being issued to refinance debt at the holding
company level.  S&P assigned a '6' recovery rating to this debt,
indicating its expectation of negligible (0% to 10%) recovery for
bondholders in the event of a payment default.  The issue-level
ratings are the same as S&P's existing senior unsecured ratings.

S&P's 'BB' corporate credit rating on HCA reflects S&P's view that
its scale relative to other healthcare services peers should allow
the company to better offset declining reimbursement rates with
cost reduction efforts, and that its scale and market presence
should aid in contract negotiations with commercial payors.  In
addition, HCA's business is diversified beyond inpatient hospital
services, with about 38% of revenues coming from outpatient
procedures.  These factors are only partially offset by S&P's view
that HCA is exposed to reimbursement pressure as government and
commercial payors seek to control costs, and its business is
geographically concentrated in two states, Texas and Florida, which
together represent about half of the company's revenues.
Collectively, these factors support S&P's assessment of a
"satisfactory" business risk profile.

S&P's ratings on HCA also reflect S&P's view that the company will
maintain leverage around 4x and generate funds from operations
(FFO) to total debt in the mid- to high-teens area, consistent with
the stronger end of an "aggressive" financial risk profile. S&P's
ratings also incorporate its expectation that HCA will generate
around $4.4 billion in operating cash flow in 2015, but S&P expects
the company to continue to invest heavily in capital expenditures,
and to continue to prioritize shareholder return over debt
repayment.

RATINGS LIST

HCA Inc.
Corporate Credit Rating              BB/Stable/--

New Rating

HCA Inc.
$1.6 Bil. Sr Unsec. Notes Due 2025   B+
   Recovery Rating                    6



HORIZON LINES: Posts $23.8 Million Net Loss in First Quarter
------------------------------------------------------------
Horizon Lines, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $23.82 million on $181 million of operating revenue for the
quarter ended March 22, 2015, compared to a net loss of $26.2
million on $183 million of operating revenue for the quarter ended
March 23, 2014.

As of March 22, 2015, the Company had $542 million in total assets,
$711 million in total liabilities, and a $169 million total
stockholders' deficiency.

"Horizon Lines' first-quarter adjusted EBITDA increased 64.2% over
the same period a year ago.  The improvement in adjusted EBITDA was
driven largely by improved fuel recovery, lower transit and
replacement vessel costs associated with dry-docking of our vessels
and higher volume," said Steve Rubin, president and chief executive
officer.  "The factors driving adjusted EBITDA growth were
partially offset by modestly lower rates, net of fuel; productivity
losses in connection with the west coast ILWU negotiations and the
resulting congestion impact and higher vessel operating costs.
Results represent the fourth consecutive quarter of growth in
adjusted EBITDA over prior-year results."

The company had total liquidity of $57.7 million as of March 22,
2015, consisting of cash of $10.4 million and $47.3 million
available under its asset-based loan (ABL) revolving credit
facility.

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

                        http://is.gd/usCgQa

                        About Horizon Lines

Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States.  The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico.  A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves.  The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.

Horizon Lines reported a net loss of $94.6 million for the year
ended Dec. 21, 2014, compared to a net loss of $31.9 million for
the year ended Dec. 22, 2013.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines'
Corporate Family Rating and Probability of Default Rating at 'Caa2'
and removed the 'LD' ("Limited Default") designation from the
rating in recognition of the conversion to equity of the $228
million of Series A and Series B Convertible Senior Secured notes
due in October 2017 ("Notes").

Moody's said the affirmation of the CFR and PDR considers that
total debt has been reduced by the conversion of the Notes, but
also recognizes the significant operating challenges that the
company continues to face.


HOST HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned Bethesda, Md.-based
Host Hotels & Resorts L.P.'s proposed $400 million series E senior
notes due 2025 a 'BBB' issue-level rating.  The recovery rating is
'1', indicating S&P's expectation for very high (90% to 100%)
recovery for lenders in the event of a payment default.  The
company will use a combination of the proceeds from the debt
issuance and cash on hand to redeem its outstanding 5.875% $500
million series X notes due 2019, at an aggregate redemption price
of $515 million.

The proposed senior notes and the company's existing senior notes
and debenture indentures have released former subsidiary guarantees
and stock pledges under provisions in the indentures that require
the same guarantees and collateral provided to the revolving credit
facility.  Effectively, the existing senior notes are currently
unsecured.  However, if Host's leverage ratio exceeds 6x for two
consecutive fiscal quarters at a time when Host does not have an
investment-grade, long-term unsecured debt rating, the subsidiary
guarantees and equity pledges will spring back into place in Host's
revolver and note indentures.  S&P's simulated default scenario for
Host incorporates the assumption that the company's leverage ratio
will be above 6x, and the notes would be secured at that time.

"Our 'BB+' corporate credit rating and stable outlook on Host are
unchanged.  Our "significant" financial risk assessment of Host
reflects our belief that the company will sustain debt to EBITDA of
less than 4x and funds from operations (FFO) to debt of greater
than 20% through 2016.  Our current forecast incorporates our
expectation that 2015 revenue and EBITDA will be negatively
affected by asset dispositions in 2014 that exceeded acquisitions,
and renovation disruption.  However, as underlying fundamental
operating performance at the company remains good, we continue to
expect that total joint venture and operating lease-adjusted debt
to EBITDA will be in the low-3x area, FFO to total adjusted debt
will be in the mid-20% area, and that liquidity will remain strong
through 2016.  These expected measures represent a good cushion
compared with our 4x total adjusted debt to EBITDA and 20% FFO to
adjusted debt thresholds for our significant financial risk
assessment of Host," S&P said.

"Our assessment of Host's business risk profile as "satisfactory"
reflects the company's high-quality and geographically diversified
hotel portfolio in the U.S., strong brand relationships, and
experienced management team.  Partly offsetting these positive
attributes are the cyclical nature of the lodging industry and the
associated revenue and earnings volatility of the company's owned
hotel portfolio," S&P added.

RATINGS LIST

Ratings Unchanged
Host Hotels & Resorts L.P.
Host Hotels & Resorts Inc.
Corporate Credit Rating           BB+/Stable/--

New Rating
Host Hotels & Resorts L.P.
  $400 mil. ser E sr nts due 2025  BBB
   Recovery rating                 1



HUTCHESON MEDICAL: Erlanger Blocks Bid to Amend Counter-Claim
-------------------------------------------------------------
TheChattanoogan.com reports that Erlanger Health System is asking
Federal Judge Harold Murphy to not allow Hutcheson Medical Center
Inc. to amend its counter-claim filed after Erlanger demanded
payment for helping to prop up the financially-ailing Fort
Oglethorpe Hospital.

As reported by the Troubled Company Reporter on April 15, 2015,
Law360 reported that HMC accused former counsel Ward Nelson of
Miller & Martin PLLC of passing along to Erlanger representatives
confidential information on HMC's negotiating position in a $20
million agreement Erlanger signed to help keep the hospital afloat,
and "as a result, Erlanger was able to secretly conspire with
Miller & Martin to steer HMC towards execution of a series of
contracts that are highly favorable to Erlanger."

HMC's lawyers have "resorted to desperate tactics" in "desiring to
escape from a $20 million debt without paying a cent,"
TheChattanoogan.com states, citing Erlanger's lawyers.

Erlanger said HMC has had the e-mails in question for some six
months and said they are "mostly non-remarkable" and did not give
Erlanger any advantage, TheChattanoogan.com relates.

According to court documents, Erlanger's lawyers don't deny that
Mr. Nelson gave their client's officials e-mails to and from HMC's
leaders.  Erlanger's lawyers explained in court filings that the
e-mails between HMC and Mr. Nelson weren't protected by
attorney-client privilege because other people besides Erlanger
officials read the messages.  The Catoosa and Walker county
commissioners and lawyers also saw the e-mails, Timesfreepress.com
adds.

HMC added about $250,000 to its cash account during March 2015 and
now has a cash balance of slightly less than $1 million, Mike
O'Neal, writing for Northwestgeorgiannews.com, reports, citing the
hospital's president and CEO, Farrell Hayes.  The report quoted Mr.
Hayes as saying, "We spent $351,000 more than we collected during
the last 4-1/2 months.  April was the best month in a long time,
cash-wise, and we should have $1 million in the bank by the end of
the month."

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are
jointly administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.

HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

No request has been made for the appointment of a trustee or
examiner.


INFILTRATOR SYSTEMS: S&P Assigns 'B' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Infiltrator Systems Inc. (ISI).  The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating (one-notch higher than the corporate credit rating) to the
company's proposed $40 million revolving credit facility due 2020
and $230 million first-lien senior secured term loan due 2022.  In
addition, S&P assigned its 'CCC+' issue-level rating (two-notches
lower than the corporate credit rating) to the company's proposed
$115 million second-lien term loan due 2023.

The recovery rating on the revolving credit facility and the
first-lien senior secured term loan is '2', indicating S&P's
expectation of substantial (70% to 90%; higher end of the range)
recovery for lenders in the event of a payment default.  The
recovery rating on the second-lien term loan is '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for lenders in
the event of a payment default.

The stable outlook reflects S&P's expectation that Infiltrator
Systems will maintain its operating profitability while increasing
revenues in line with single-family home construction in the U.S.
and Canada.

"Given our expectations for continued penetration of Infiltrator's
plastic septic and wastewater products at the expense of
traditional stone and concrete alternatives, we project that the
company could reduce debt to EBITDA to below 5x by the middle of
2016," said Standard & Poor's credit analyst Thomas Nadramia.
"However, given Infiltrator's still small size and limited product
scope, we would likely maintain our 'B' rating given its "weak"
business risk profile and the risk of subsequent leveraging given
its ownership by a financial sponsor."

Given S&P's outlook for increased housing starts in the U.S. over
the next three years, S&P views a downgrade as unlikely because it
expects Infiltrator will continue to post double-digit percentage
growth in sales and EBITDA over that time.  However, S&P could
lower the rating if ownership adopted a much more aggressive
financial risk profile, using debt to fund acquisitions or
dividends such that debt leverage exceeded 8x or if liquidity
became "less than adequate".

S&P considers an upgrade unlikely in the next 12 months.  However,
S&P could raise its rating on ISI if it increased its size and
market share while achieving credit measures commensurate with an
"aggressive" financial risk profile and if S&P believed the
company's sponsor owners would pursue a prudent financial policy in
which debt leverage would be sustained below 5x.



INTEGRATED FREIGHT: Swings to $1.43 Million Net Loss in 2014
------------------------------------------------------------
Integrated Freight Corporation filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $1.43 million on $20.2 million of revenue for the year
ended March 31, 2014, compared with net income of $4.81 million on
$20.1 million of revenue for the year ended March 31, 2013.

As of March 31, 2014, the Company had $4.78 million in total
assets, $17.7 million in total liabilities and a $12.9 million
total stockholders' deficit.

DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has significant net losses and cash flow deficiencies.
Those conditions raise substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/XgAAbB

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.


ISOLA USA: S&P Revises Outlook to Negative & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'B-' corporate credit rating on
Chandler, Ariz.-based Isola USA Corp.

At the same time, S&P is affirming its 'B-' issue-level rating,
with a recovery rating of '3', on the company's $250 million senior
secured term loan due 2018.  The '3' recovery rating indicates
S&P's expectation for meaningful recovery (50% to 70%, in the lower
half of the range) in the event of payment default.

"The outlook revision reflects our view that if weakening industry
conditions continue, resulting in declining cash balances, we could
lower the rating," said Standard & Poor's credit analyst Christian
Frank.



KARMALOOP INC: Defeats U.S. Trustee's Bid to DQ Bankruptcy Counsel
------------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge authorized
Karmaloop Inc. to employ Burns & Levinson LLP as counsel in its
Chapter 11 case despite opposition from the U.S. Trustee's Office,
finding no conflicts of interest that would prevent the firm from
working for the online retailer.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath in
Wilmington, Del., approved the retention of Burns & Levinson,
ruling the U.S. Trustee's concerns about financial and familial
relationships between the firm's attorneys and Karmaloop were not
sufficient reasons for disqualification.

As previously reported by The Troubled Company Reporter, citing
Reuters, Andrew Vara, Acting U.S. Trustee for Region 3, is seeking
to disqualify Burns & Levinson to represent Karmaloop, citing
investments two partners had in the company and an associate's
marriage to a top company officer.  Two partners at Burns &
Levinson made secured loans to Karmaloop and own chunks of stock or
warrants that generally date back to the period when there was
on-again, off-again talk that the online retailer would launch into
the public stock market.

                         About Karmaloop Inc.

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

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

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

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


KIOR INC: Hearing on Miss. Agency's Standing Bid Pushed Back
------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Christopher S. Sontchi
in Delaware ruled that the Mississippi Development Authority had
identified plausible claims that some of biofuel developer KiOR
Inc.'s senior debt could be recharacterized as equity, but pushed
back the fight over whether the agency can pursue them until after
he considers a Chapter 11 plan.

According to the report, Judge Sontchi postponed the conclusion of
a hearing over whether the MDA, which says it is the largest
noninsider creditor in the case, should be granted derivative
standing.

As previously reported by The Troubled Company Reporter, the MDA's
motion for standing and authority to prosecute derivative claims on
behalf of KiOR's estate is facing objections from the Debtor and
the lenders that are being targeted by MDA's suit.

On Jan. 13, 2015, the State of Mississippi filed a lawsuit in
Mississippi state court against certain of the Debtor's
prepetition
lenders, along with officers and directors of the Debtor.  On Jan.
14, 2015, the MDA filed with the Bankruptcy Court its original
motion for authority to pursue claims, stating that the Debtor
failed to undertake any due diligence regarding the claims of the
prepetition secured lenders, namely the KFT Trust, Khosla Ventures
III LP, VNK Management LLC, 1538731 Alberta Ltd., 1538716 Alberta
Ltd., and KFT trustee Vinod Khosla.  In the amended motion and
revised proposed complaint (filed on March 23, 2015), MDA asserts
against the Alberta Lenders he same equitable subordination claims
they previously asserted only against the Khosla Entities.

                            About KiOR Inc.

KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively.  KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V.  KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food cellulosic
biomass.

KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware.  Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities.  KiOR Columbus did not
seek bankruptcy protection.

The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.

The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  The Debtor's financial
advisor is Alvarez & Marsal.  Guggenheim Securities, LLC, is the
Debtor's investment banker.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.

Pasadena Investments, LLC, as administrative agent for a consortium
of lenders, committed to provide up to $15 million in postpetition
financing.  The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.


LAKELAND INDUSTRIES: Delays Filing of 2014 Form 10-K
----------------------------------------------------
Lakeland Industries, Inc. said it will be delayed in the filing of
its annual report on Form 10-K for the fiscal year ended Jan. 31,
2015, due to the ongoing exploration of strategic alternatives by
the Company in respect of a discontinuance of its Brazilian
operations and the additional time required by the Company to
determine the disclosures associated with accounting for the
Company's discontinued Brazilian operations and related issues.

For the nine months ended Oct. 31, 2014, the Company reported a net
loss of $2,885,895 versus net income of $1,491,439 for the
comparable period of the prior year.  The Company expects to report
significant net income for the fourth quarter of the fiscal year
ended Jan. 31, 2015, as compared to a loss reported in the
comparable period of the prior year.  The Company also anticipates
that revenues in the fourth quarter of fiscal 2015 will be
substantially greater than those of the fourth quarter of fiscal
2014.  These favorable results are due in part to an increase in
sales of specialty protective suits worn by healthcare workers and
others in view of the recent Ebola crisis and otherwise overall
strengthening of the Company's operations.

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, as compared with a
net loss of $377,000 on $96.3 million of sales for the year ended
Jan. 31, 2012.

In their report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that the Company is in default on certain covenants of its
loan agreements at Jan. 31, 2013.

As of Oct. 31, 2014, the Company had $86.8 million in total
assets, $31.8 million in total liabilities and $54.9 million in
total stockholders' equity.


LAKELAND INDUSTRIES: Determines to Exit Brazil
----------------------------------------------
The Board of Directors of Lakeland Industries, Inc. determined to
exit the Brazilian market as the Company's Brazilian operations
have been unprofitable over the last several years.  

After extensively considering a number of options and the advice of
Brazilian legal counsel, the Board of Directors approved a sale of
the Company's wholly-owned Brazilian subsidiary, Brasil Industria E
Comercio de Roupas E Equipamentos de Protecao Individual LTDA, to a
current officer of Lakeland Brazil, subject to successful
negotiation and entry into a definitive agreement.  

It is intended that the sale involve the assumption of a
substantial amount of liabilities by the buyer and additional
funding from the Company.  The sale is also subject to the approval
of the Company's senior lender, Alostar Bank of Commerce.  The
Company anticipates receiving formal approval from the bank in
approximately forty-five days.  The Company expects that the sale
of Lakeland Brazil will occur during the second quarter of fiscal
2016.  There can be no assurances that the sale will be
successfully consummated.

Christopher J. Ryan, president and chief executive officer of
Lakeland Industries, commented, "Once fully implemented, the plan
to exit from our operations in Brazil is expected to deliver
multiple benefits.  These advantages are worth the more complex
accounting work and potential continuing liabilities from, among
other things, labor disputes, VAT taxes and other issues faced by
the Company in Brazil.  The Company's financial performance will be
improved since we will be formally discontinuing operations and
thereby removing the Brazil business unit's contributions which in
recent years had been experiencing net losses amid declining
revenues.  The end results anticipate the removal of a business
that has been a drain on management's time and our consolidated
financial performance for the past several years, and that
ultimately our actions will favorably contribute to improvements in
net income and cash flow."

During the course of its operations in Brazil, the Company's
Brazilian subsidiary has been named in numerous labor proceedings
in Brazilian courts in which plaintiffs are seeking a total of
nearly US $8,000,000 in damages from the Brazilian subsidiary.  The
Company believes many of these claims are without merit and the
amount of damages being sought is significantly higher than any
damages which may have been incurred.  The Company estimates these
claims can ultimately be resolved for less than US $1,000,000, but
it is reasonably possible that the amount may be as high as US
$1,500,000.  In the case of a sale of the Company's Brazilian
subsidiary, the buyer would assume these liabilities, as well as
the Brazilian subsidiary's VAT tax liabilities.  In order to
effectuate a sale and aid the buyer to meet these and other
liabilities, it is anticipated the Company would contribute funding
of slightly less than US $1,600,000 to the buyer, subject to
possible repayment from the buyer and possible recoupment through a
land sale.

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, as compared with a
net loss of $377,000 on $96.3 million of sales for the year ended
Jan. 31, 2012.

In their report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that the Company is in default on certain covenants of its
loan agreements at Jan. 31, 2013.

As of Oct. 31, 2014, the Company had $86.8 million in total
assets, $31.8 million in total liabilities and $54.9 million in
total stockholders' equity.


LPHM INC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LPHM, Inc.
           dba Colosseum Diner
        1932 East Saint Georges Avenue
        Linden, NJ 07036

Case No.: 15-18535

Chapter 11 Petition Date: May 6, 2015

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

Judge: Hon. Vincent F. Papalia

Debtor's Counsel: Andrew I. Radmin, Esq.
                  CARKHUFF & RADMIN P.C.
                  598-600 Somerset St.
                  North Plainfield, NJ 07060
                  Tel: (908) 754-9400
                  Email: andyradz@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Petnos Pothetos, owner.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb15-18535.pdf


MAGNETATION LLC: Moody's Lowers Corp. Family Rating to 'C'
----------------------------------------------------------
Moody's Investors Service downgraded Magnetation LLC's Probability
of Default Rating to D-PD from Caa2-PD and the Corporate Family
Rating to C from Caa2. Moody's also downgraded the senior secured
notes to C from Caa2. The downgrades were prompted by the company's
May 5, 2015 announcement that it voluntarily filed for relief under
Chapter 11 of the United States Bankruptcy Code. The outlook is
stable.

Downgrades:

Issuer: Magnetation LLC

  -- Corporate Family Rating, Downgraded to C from Caa2

  -- Probability of Default Rating, Downgraded to D-PD from Caa2-
     PD

  -- Senior Secured Regular Bond/Debenture (Local Currency),
     Downgraded to C, LGD4 from Caa2, LGD4

Outlook Actions:

Issuer: Magnetation LLC

  -- Outlook, Changed To Stable From Negative

The downgrade follows yesterday's announcement that Magnetation and
substantially all of its wholly owned subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code in the Bankruptcy Court for the Southern District
of New York. The company has received a $135 million
debtor-in-possession financing (DIP Financing), which, subject to
approval by the bankruptcy court, will be used to support
Magnetation's operations over the course of the reorganization.
Subsequent to the actions, Moody's will withdraw all ratings.
Please refer to Moody's Withdrawal Policy on moodys.com

Magnetation LLC's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and tolerance
for risk. Moody's compared these attributes against other issuers
both within and outside Magnetation LLC's core industry and
believes Magnetation LLC's ratings are comparable to those of other
issuers with similar credit risk. 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 Grand Rapids, Minnesota, Magnetation LLC reclaims
iron ore concentrate from previously abandoned iron ore waste
stockpiles and tailings basins located on the Mesabi Iron Range.
The company currently owns and operates two reclamation plants
located in Keewatin (idled) and Taconite, MN, which produce iron
ore concentrate from iron ore tailings. The company is in the
process of constructing a 3 million metric ton per year iron ore
pellet plant in Reynolds, Indiana and an additional concentrate
reclamation plant in Grand Rapids, MN. The company generated
approximately $96 million in revenues for the fiscal ending period,
December 31, 2014. Magnetation is a joint venture between
Magnetation Inc. (50.1% ownership) and AK Steel Corporation (49.9%
ownership).


MAGNETATION LLC: S&P Lowers CCR to 'D' on Chapter 11 Filing
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Grand Rapids, Minn.-based Magnetation LLC to 'D'
from 'B-'.  S&P also lowered all its issue-level ratings on the
company's debt issuances to 'D' from 'B-'.

The rating action follows the company's filing of a petition under
Chapter 11 of the U.S. Bankruptcy Code.

The 'D' rating on Magnetation LLC reflects the company's default
due to its filing voluntary petitions for Chapter 11 bankruptcy
protection.  The iron ore concentrate and pellet producer intends
to work with creditors to restructure its balance sheet.  In
addition, the company entered into an agreement with certain
noteholders on a $135 million debtor in possession secured credit
facility, which it expects will be sufficient to support operations
during the restructuring process.



MF GLOBAL: PwC Liability in Fiasco a Close Call in 2nd Circuit
--------------------------------------------------------------
Law360 reported that commodities futures investors who say
PricewaterhouseCoopers LLP bears liability for failing to install
controls that would have kept MF Global Inc. brass from looting
customer accounts found some sympathy in the Second Circuit, but
the accounting firm had powerful precedent on its side in a close
appeal.

According to the report, investors including Bearing Fund LP
pressed Judges Dennis Jacobs, Rosemary S. Pooler and Peter W. Hall
to undo U.S. District Judge Victor Marrero's 2014 decision to let
the accounting firm off the hook for negligence in connection with
the collapse of MF Global.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of

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

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

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

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

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

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

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

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

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

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

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


MICHAEL VALONE: Gets $4,000 Boost from 11th Circuit
---------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported
that the U.S. Court of Appeals for the Eleventh Circuit ruled that
bankrupt Florida homeowners with no equity in their homes can
benefit by $4,000.

According to Mr. Rochelle, writing for the appeals court, U.S.
Circuit Judge Charles R. Wilson said said it was "exceedingly
clear" from the Florida statute -- granting grants a $4,000
exemption in personal property for anyone who "does not claim or
receive the benefits of a homestead exemption" -- that the loss of
the $4,000 exemption is triggered by the homestead exemption alone,
because state law doesn't mention any form of bankruptcy.

The Bloomberg report related that a couple filed in Chapter 13
owning a home worth less than its mortgages and they didn't claim
Florida's unlimited homestead exemption because there was nothing
for the creditors to take.

The appeals case is In Re: Michael Valone, a.k.a. Michael K.
Valone, a.k.a. Michael Keith Valone, Kristie Valone, a.k.a. Kristie
N. Valone, a.k.a. Kristie Noel Valone, No. 14-11457 (11th Circ.).

A full-text copy of the Decision dated April 29, 2015, is available
at http://bankrupt.com/misc/VALONE042915.pdf


MMRGLOBAL INC: Amends 2014 Annual Report
----------------------------------------
MMRGlobal, Inc. has amended its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2014, as originally filed with the
Securities and Exchange Commission on March 31, 2015, to include
the information required by Part III of the Original Filing because
the Company has not and will not file a definitive proxy statement
within 120 days after the end of its 2014 fiscal year.  A copy of
the Form 10-K/A is available at http://is.gd/VBO82e

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal reported a net loss of $7.63 million in 2013, as
compared with a net loss of $5.90 million in 2012.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
December 31, 2013 and 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


MOLYCORP INC: Amends 2014 Annual Report
---------------------------------------
Molycorp, Inc. filed an amended annual report for the year ended
Dec. 31, 2014, solely for the purpose of including in Part III the
information that was to be incorporated by reference from its
definitive proxy statement for the 2015 annual meeting of
stockholders.  The Company's definitive proxy statement will not be
filed with the SEC within 120 days after the end of its fiscal year
ended Dec. 31, 2014.  A copy of the Form 10-K/A is available for
free at http://is.gd/Xd3ktV

                           About Molycorp

Molycorp Inc. -- http://www.molycorp.com/-- produces specialized  

products from 13 different rare earths (lights, mids and heavies),
the transition metal yttrium, and five rare metals (gallium,
indium, rhenium, tantalum and niobium).  It has 26 locations
across 11 countries.  Through its joint venture with Daido Steel
and the Mitsubishi Corporation, Molycorp manufactures
next-generation, sintered neodymium-iron-boron ("NdFeB") permanent
rare earth magnets.

Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.  At
Dec. 31, 2014, the Company had $2.57 billion in total assets,
$1.77 billion in total liabilities and $804.3 million in total
stockholders' equity.

KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, stating that the Company continues to incur
operating losses, has yet to achieve break-even cash flows from
operations, has significant debt servicing costs and is currently
not in compliance with the continued listing requirements of the
New York Stock Exchange.  These conditions, among other things,
raise substantial doubt about the Company's ability to continue as
a going concern.

                           *     *     *

In June 2014, Moody's Investors Service downgraded the corporate
family rating of Molycorp to 'Caa2' from 'Caa1'.  The downgrade
reflects continued weakness in rare earths pricing environment,
ongoing negative free cash flows, weak liquidity and high
leverage.

As reported by the TCR on Dec. 12, 2014, Molycorp has a 'CCC+'
corporate credit rating, with negative outlook, from Standard &
Poor's.  "The negative outlook reflects our view that Molycorp's
business and financial condition will become increasingly
precarious unless the Mountain Pass facility can be brought to
full production capacity," said S&P's credit analyst Cheryl Richer.


MOLYCORP INC: Amends 2014 Annual Report
---------------------------------------
Molycorp, Inc. has amended its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2014, with the U.S. Securities and
Exchange Commission solely for the purpose of including in Part III
the information that was to be incorporated by reference from its
definitive proxy statement for the 2015 annual meeting of
stockholders, because the Company's definitive proxy statement will
not be filed with the SEC within 120 days after the end of its
fiscal year ended Dec. 31, 2014.  A copy of the Form 10-K/A is
available for free at http://is.gd/Xd3ktV

                          About Molycorp

Molycorp Inc. -- http://www.molycorp.com/-- produces specialized  

products from 13 different rare earths (lights, mids and heavies),
the transition metal yttrium, and five rare metals (gallium,
indium, rhenium, tantalum and niobium).  It has 26 locations
across 11 countries.  Through its joint venture with Daido Steel
and the Mitsubishi Corporation, Molycorp manufactures
next-generation, sintered neodymium-iron-boron ("NdFeB") permanent
rare earth magnets.

Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.  At
Dec. 31, 2014, the Company had $2.57 billion in total assets,
$1.77 billion in total liabilities and $804.3 million in total
stockholders' equity.

KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, stating that the Company continues to incur
operating losses, has yet to achieve break-even cash flows from
operations, has significant debt servicing costs and is currently
not in compliance with the continued listing requirements of the
New York Stock Exchange.  These conditions, among other things,
raise substantial doubt about the Company's ability to continue as
a going concern.

                           *     *     *

In June 2014, Moody's Investors Service downgraded the corporate
family rating of Molycorp to 'Caa2' from 'Caa1'.  The downgrade
reflects continued weakness in rare earths pricing environment,
ongoing negative free cash flows, weak liquidity and high
leverage.

As reported by the TCR on Dec. 12, 2014, Molycorp has a 'CCC+'
corporate credit rating, with negative outlook, from Standard &
Poor's.  "The negative outlook reflects our view that Molycorp's
business and financial condition will become increasingly
precarious unless the Mountain Pass facility can be brought to
full production capacity," said S&P's credit analyst Cheryl Richer.


MOMENTIVE PERFORMANCE: Judge Upholds Ruling on Make-Whole Claims
----------------------------------------------------------------
Tom Corrigan, writing for Dow Jones' LBO Wire, reported that Judge
Vincent Briccetti of the U.S. District Court in White Plains, N.Y.,
has upheld a decision by Momentive Performance Materials Inc. to
forgo $200 million in so-called make-whole payments, or premiums,
to its bondholders.

According to the report, Judge Briccetti rejected an appeal from
bondholders unhappy with a bankruptcy court's approval of
Momentive's Chapter 11 plan, which didn't include the make-whole
premiums.

As previously reported by The Troubled Company Reporter, U.S.
Bankruptcy Judge Robert Drain, in August last year, said lenders to
Momentive aren't entitled to a so-called make-whole premium, which
would have been approximately $200 million, for early repayment of
the debt.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of

which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.11 billion of outstanding
indebtedness, including payments due within the next 12 months and

short-term borrowings.  The Debtors said that the restructuring
will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy

counsel with regard to the filing and prosecution of these chapter

11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers

as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The Court entered an order confirming the Plan on Sept. 11, 2014.

The Official Committee of Unsecured Creditors tapped Klee, Tuchin,

Bogdanoff & Stern LLP serves as its counsel; FTI Consulting, Inc.,

as its financial advisor; and Rust Consulting Omni Bankruptcy
serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,

2012, by and between Momentive Performance, and The Bank of New
York Mellon Trust Company, National Association, is represented by

Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-

Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of Dec. 4, 2006, among Momentive
Performance, the Guarantors named in the Indenture, and Wells
Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior
Subordinated Notes due 2016 -- is represented in the case by
Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of Oct. 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance and
guaranteed by certain of the debtors -- is represented by Michael
J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq.,

at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.

Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors' Chapter 11 plan of reorganization became effective as

of Oct. 24, 2014.

                        *     *     *

The Troubled Company Reporter, on Dec. 29, 2014, reported that
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Momentive Performance Materials Inc. (MPM).  The
outlook is stable.  At the same time, S&P assigned a 'B' issue
rating and '2' recovery rating to the company's $1.1 billion 3.88%

first-priority senior secured notes due 2021.  In addition, S&P
assigned a 'B-' issue rating and '4' recovery rating to the
company's $250 million 4.69% second-priority senior secured notes
due 2022.

The TCR, on Jan. 20, 2015, reported that Moody's Investors Service

has assigned a corporate family rating (CFR) of B3 and a
probability of default rating (PDR) of B3-PD to Momentive
Performance Materials Inc. Concurrently, Moody has assigned a B3
rating to Momentive's $1.1 billion, at 3.88%, first-lien senior
secured notes due 2021; and a Caa2 rating to Momentive's $250
million, at 4.69%, second-lien senior secured notes due 2022.
Moody's has also assigned an SGL-3 speculative grade liquidity
rating. The outlook on the ratings is stable.


NAKED BRAND: Posts $21.1 Million Net Loss in Fiscal 2014
--------------------------------------------------------
Naked Brand Group Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$21.07 million on $557,212 of net sales for the year ended
Jan. 31, 2015, compared to a net loss of $4.23 million on $639,107
of net sales for the same period in 2014.

As of Jan. 31, 2015, Naked Brand had $2.71 million in total assets,
$4.94 million in total liabilities and a $2.22 million total
stockholders' deficit.

BDO USA, LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Jan. 31, 2015, citing that the Company incurred a net loss of
$21,078,265 for the year ended Jan. 31, 2015, had a capital deficit
of $2,224,180 at Jan. 31, 2015, and the Company expects to incur
further losses in the development of its business.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/l6Zp8Y

                        About Naked Brand

Naked Brand Group Inc. designs, manufactures, and sells men's
innerwear and lounge apparel products in the United States and
Canada.  It offers various innerwear products, including trunks,
briefs, boxer briefs, undershirts, T-shirts, and lounge pants
under the Naked brand, as well as under the NKD sub-brand for men.
The company sells its products to consumers and retailers through
wholesale relationships and direct-to-consumer channel, which
consists of an online e-commerce store, thenakedshop.com.  Naked
Brand Group Inc. is based in New York, New York.


NATROL INC: Feds, IRS Object to Ch. 11 Liquidation Plan
-------------------------------------------------------
The U.S. Trustee, the Internal Revenue Service, Citibank, N.A., and
two other creditors object to the confirmation of Natrol Inc.'s
Chapter 11 liquidating plan.

Law360 reported that the U.S. Trustee urged U.S. Bankruptcy Judge
Brendan L. Shannon in Wilmington, Del., to deny Natrol's proposal
for doling out the proceeds from a $132.5 million sale to India's
Aurobindo Pharma Ltd., saying the repayment scheme elevates
Natrol's former owner over creditor claims.

The IRS, according to Law360, cried foul over changes to Natrol's
liquidation plan to divvy up the spoils from its $132.5 million
sale to Aurobindo, saying the last-minute inclusion of a settlement
with the supplement maker's former owner could shortchange the
agency's tax claims.

The IRS and Citibank asked the bankruptcy judge to postpone the May
8 confirmation hearing on the liquidation plan, arguing that
creditors did not receive proper notice of a revised plan that
incorporated the settlement, Law360 said.

Judge Shannon, however, the bids to delay the confirmation hearing,
specifically questioning whether Citibank even had standing in the
case, Law360 related.  Judge Shannon left the door open on similar
requests from the U.S. Trustee's Office and the IRS.

According to Law360, during an emergency hearing, Judge Shannon
said he was still prepared to go ahead with the May 8 confirmation
hearing after hearing several arguments from Citibank that it needs
time to conduct discovery on a settlement between Natrol's buyer
and former owner Plethico, which the bank claims has several
drawbacks such as violating the orders of the court overseeing the
parent's liquidation in India and disrupting distributions in that
proceeding.

Natrol settled its dispute with its former owners connected to an
alleged "sham" contract, but the precise details of the deal were
not revealed to the court.

Other creditors who objected to the confirmation of the Plan are
Natures Products, Inc., and Jessica Augustine, on behalf of
herself, all others similarly situated.

                     About Natrol, Inc.

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

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

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

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

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

                            *     *     *

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

Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on April 2, 2015, approved the disclosure
statement explaining the First Amended Joint Liquidating Plan of
Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates, and
scheduled the confirmation hearing to be held on May 8, 2015, at
9:30 a.m. (prevailing Eastern time).  Any objections to
confirmation of the Plan must be submitted on or before May 1.

A full-text copy of the Disclosure Statement dated April 2, 2015,
is available at http://bankrupt.com/misc/NATROLds0402.pdf


NEENAH PAPER: S&P Affirms 'BB' CCR, Outlook Remains Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Alpharetta, Ga.-based Neenah Paper Inc.
and revised its assessment of the company's liquidity to
"exceptional" from "strong."  The outlook remains stable.

S&P's revision of Neenah Paper's liquidity assessment is based on
S&P's expectation that liquidity sources (including availability
under the company's revolving credit facility) will exceed its uses
by 2x or more for the next 24 months.  S&P believes that sources of
cash would continue to exceed uses even if forecast EBITDA were to
decrease by 50%.  Also underpinning the assessment is S&P's view
that the company is prudently managed from a financial risk
perspective and has well-established relationships with banks and
that its liquidity position would allow it to absorb a high-impact,
low probability event without need to refinance.

The stable rating outlook on Neenah Paper reflects Standard &
Poor's view that the company's moderate debt levels will provide it
the financial flexibility to withstand decreases in fine paper
demand and pursue acquisitions over the near to intermediate term
such that leverage remains between 2x and 3x over the next 12
months, consistent with an intermediate financial risk score.

S&P may consider a positive rating action if the company continues
to demonstrate operating stability through business cycles while
achieving a more "modest" financial risk profile (leverage
consistently less than 2x).

S&P considers it unlikely that it will lower the corporate credit
rating in the next 12 months based on S&P's view of the company's
intermediate financial risk profile and S&P's belief that a
financial cushion exists at the 'BB' rating level to absorb
deterioration in operating performance resulting from factors such
as weaker-than-expected overall economic conditions or an increase
in pulp input costs.  However, S&P would consider a lower rating if
EBITDA were to decrease by more than 40% compared with its base
case forecast, causing the company to sustain debt to EBITDA
between 3x and 4x.



NEWLEAD HOLDINGS: Needs More Time to File Form 20-F
---------------------------------------------------
NewLead Holdings Ltd. has been unable to complete its annual report
on Form 20-F for the fiscal year ended Dec. 31, 2014, on a timely
basis, without unreasonable effort or expense, because the Company
needs additional time to complete certain disclosures and analyses
to be included in the 2014 Form 20-F, according to a document filed
with the Securities and Exchange Commission.  The Company intends
to file its annual report on Form 20-F no later than the 15th
calendar day following the prescribed due date.

The Company expects that net loss before preferred dividends for
the year ended Dec. 31, 2014, will be at least 50% lower than net
loss before preferred dividends for the same period in 2013,
primarily due to various consultation/advisory fees as well as
commissions to the share settled debt that were recognized during
the year ended Dec. 31, 2013, in relation to the Company's effort
to set its new strategy and future developments.  These results
were partially offset mainly by amounts recognized as non-cash
impairment losses in non-current assets during the year ended
Dec. 31, 2014.  The expected net loss is subject to change as the
Company is still in process of completing its annual financial
statements.

                    About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.9 million on $8.92 million of
operating revenues in 2012.

As of June 30, 2014, the Company had $210.7 million in total
assets, $296 million in total liabilities, and a $85.8 million
shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NEWSAT LIMITED: Reaches Deal with Lockheed
------------------------------------------
Law360 reported that NewSat Ltd. received relief from a Delaware
bankruptcy judge that shields it from creditors while its Chapter
15 petition is pending, and reached a deal that keeps Lockheed
Martin Corp. working on its key project for the near future.

According to the report, U.S. Bankruptcy Judge Laurie Selber
Silverstein in Wilmington, Del., agreed to provide NewSat with
provisional protection ahead of its May 29 hearing on Chapter 15
recognition, which if granted would trigger an automatic stay.

NewSat said it had reached agreements with Lockheed Martin and
General Dynamics SATCOM Technologies Inc., two of the three
creditors previously opposed to the debtor's bid for a preliminary
injunction, the report related.  The deal with Lockheed, which is
building a NewSat satellite in Denver under a $267 million
contract, allows work to continue on the debtor's central project,
NewSat attorney Ken Coleman said, the report added.

Under the deal, NewSat's Australian administrators will determine
by May 18 whether to assume or reject contract, and Lockheed will
continue work on the satellite through that date, with its costs
counting as administrative expenses, the report further related.

                            About NewSat

NewSat Limited was founded in 1987 as a multimedia business and
gradually evolved into a satellite communications company.  NewSat
is now Australia's largest pure-play satellite communications
company, with teleports and satellites delivering internet, voice,
data and video communications coverage to 75% of the globe,
including Australia, Asia, the Middle East, Africa, Europe and the
United States.

NewSat's Jabiru-2, which was launched in September 2014, delivers
"Ku-Band" capacity across Australia, Timor Leste, Papua New Guinea
and the Solomon Islands, and provides connectivity to the
resources, commercial mobility, media, telecommunications and
government sectors.  NewSat's own commercial satellite named
Jabiru-1 is currently being built and is targeted for launch in
2015 to 2016.  Jabiru-1 will be Australia's first commercial "Ka-
band" satellite and is expected to deliver 7.6 GHz of new capacity
in the covered regions.17

As a result of certain defaults, cost overruns on the Jabiru-1
satellite project, and management issues, lenders halted funding
to NewSat.  Citicorp International, as trustee for lenders, on
April 16, 2015, placed NewSat into administration in Australia.
It appointed Stephen James Parbery and Marcus William Ayres, of
PPB Advisory in Sydney, Australia, as administrators.  Citi also
appointed Jason Preston and Matthew Wayne Caddy of McGrathNicol as
receivers.

On April 16, 2015, the Administrators filed Chapter 15 bankruptcy
petitions for NewSat and affiliates NSN Holdings Pty Ltd., NewSat
Services Pty Ltd., Jabiru Satellite Holdings Pty Ltd., NewSat
Space Resources Pty Ltd., NewSat Networks Pty Ltd., and Jabiru
Satellite Ltd. (Bankr. D. Del. Lead Case No. 15-10810) to stop
actions by creditors in the U.S.  The U.S. cases are assigned to
Judge Kevin J. Carey.  Young, Conaway, Stargatt & Taylor and Allen
& Overy LLP serve as counsel.

NewSat listed $500 million to $1 billion in assets and $100
million to $500 million in debt in its Chapter 15 petition.


OAS SA: Creditors Demand Morgan Lewis Client Names
--------------------------------------------------
Law360 reported that hedge fund creditors attempting to deny
Brazilian construction outfit OAS SA's application for U.S.
bankruptcy protection requested that Morgan Lewis & Bockius LLP be
barred from advocating for a separate group of noteholders until
the firm stops hiding the identity of its clients.

According to the report, a joint motion from Aurelius Capital
Management LP and Alden Global Capital LLC attacked the firm's
alleged refusal to disclose the identities and debt holdings of a
competing noteholder group that has thus far supported efforts by
OAS to obtain Chapter 15 relief.

Owed a combined $310 million in dollar-denominated notes, Aurelius
and Alden say that Morgan Lewis cannot seek to influence the
proceedings without naming names, information that U.S. Bankruptcy
Judge Stuart Bernstein needs in order to "weigh and assess" the
firm's arguments, the report related.

                     About OAS S.A.

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

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

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

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

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

                      *     *     *

Troubled Company Reporter , May 06, 2015 ( Source: TCRLA)

Fitch Ratings has affirmed and withdrawn the ratings of the OAS
Group units, which includes OAS S.A., Construtora OAS S.A., OAS
Investments GmbH, OAS Finance Ltd., and OAS Empreendimentos S.A.


PACIFIC RUBIALES: Fitch Sees Potential Acquisition as CreditNeutral
-------------------------------------------------------------------
Fitch Ratings sees Alfa, S.A.B. de C.V. (Alfa; IDR 'BBB-', Outlook
Stable) and Harbour Energy Ltd.'s (Harbour Energy) potential
acquisition of Pacific Rubiales Energy Corp. (Pacific Rubiales; IDR
'BB', Outlook Negative) as a credit-neutral to marginally positive
event for Pacific Rubiales.

Alfa and Harbour Energy's acquisition of Pacific Rubiales would be
positive for the company's credit quality if the company receives a
capital injection aimed at improving its capital structure
following the acquisition, which could help stabilize the rating.
The new shareholder group could also help Pacific Rubiales lower
its business risk by facilitating its entrance into Mexico.

Pacific Rubiales' credit quality will continue to be pressured in
the near term absent a capital injection; the recent reduction in
capex due to low prices may impair the company's ability to replace
production from the Piriri-Ruibiales field with new fields.  The
Piriri-Rubiales field, which accounted for 35% of the company's
2014 production, reverts back to Ecopetrol in the middle of 2016.

The acquisition could prove negative for Pacific Rubiales'
creditors if the new owners are not able to retain current
management.  This could prove challenging for the new owners, as
they may not be able to maintain the highly variable management
compensation strategy that existed after the company is taken
private.  Management's recognized expertise in heavy oil
exploration and production has allowed it to grow output rapidly in
recent years.  Pacific Rubiales has reported in excess of USD200
million of stock-based compensation expenses over the past five
years.

On May 5, 2015, Pacific Rubiales announced it entered into an
exclusive discussion with Alfa and Harbour Energy in which the two
would acquire the company for approximately USD1.7 billion.  Alfa
currently owns approximately 19% of Pacific Rubiales equity.  This
transaction is still subject to Pacific Rubiales' board of
directors' approval.



PARKWAY EAST: S&P Cuts SPUR on 2005 Special Assesstment Bonds to D
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'D' from 'CC' on Parkway East Public Improvement
District, Miss.' series 2005 special assessment bonds, issued by
Madison County.

"The 'D' rating reflects our view that a shortfall of pledged
revenues, combined with the county's lack of willingness to
replenish the debt service reserve, led the bond trustee to make a
claim made on May 1, 2015, on the bond's insurance policy in order
to make the full principal payment due on the series 2005 bonds,"
said Standard & Poor's credit analyst Kate Choban.

According to S&P's timeliness of payments criteria, for long-term
financial obligations with stated grace periods greater than five
business days, S&P will apply the 'D' rating if it expects payment
will not be made within the earlier of the stated grace period of
30 calendar days after the due date.  In S&P's opinion, it do not
expect payment on the series 2005 bonds to be made by the issuer or
obligor within 30 calendar days, as outlined in Section 10.02
"Events of Default Defined" in the trust indenture.  Unless there
are any developments that would alter S&P's view of the SPUR, it
will likely discontinue its 'D' rating after 30 days.

The series 2005 bonds were originally issued for infrastructure
improvements in an unincorporated portion of the county.



PHYSIO-CONTROL INT'L: Moody's Affirms 'B2' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Physio-Control International,
Inc.'s B2 Corporate Family Rating following the company's
announcement of a debt funded recapitalization and a dividend
distribution to its sponsors. Moody's rated the new senior secured
first lien term loan at B1 and second lien term loan at Caa1. The
rating outlook remains stable.

Physio-Control is seeking to raise $480 million senior secured
credit facilities, comprising of a $350 million first lien term
loan and a $130 million second lien term loan, to repay outstanding
borrowings under its ABL Facility, retire the existing senior
secured notes, fund an approximately $113 million dividend to the
sponsor and pay related transaction fees and expenses. The company
also intends to amend its ABL revolving facility (not rated),
extending the maturity by five years, among other revisions.

Moody's views the dividend recap as aggressive since the
incremental debt will significantly increase Physio-Control's
financial leverage to above 6.5x debt/EBITDA from below 5.0x as of
January 31, 2015. "This level of leverage is high for the B2 rating
given the company's relatively high business risks and earnings
headwinds from foreign exchange," commented Moody's senior analyst,
John Zhao, a Vice President. However, the rating affirmation
reflects Moody's expectation that Physio-Control will likely reduce
its leverage gradually over the next 12-18 months as the company
continues to achieve modest EBITDA growth and generates positive
free cash flow that will be partially used for debt repayment.
Moreover, given the current low rate environment, interest expense
for Physio-Control is not expected to increase materially despite
higher debt balance post the recap transaction. "We expect that
product expansion will continue to be the main driver for revenue
growth in a relatively mature external defibrillator market, while
its recurring revenue from services and accessories provides
earnings stability." Added Zhao.

Rating assigned: (subject to Moody's review of final documents)

  -- Senior secured first lien term loan at B1, LGD3

  -- Senior secured second lien term loan at Caa1, LGD5

Rating affirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2-PD

Moody's will withdraw its rating of the existing senior secured
notes upon closing.

Physio-Control's B2 rating is constrained by high financial
leverage, as well as the company's modest size and narrow product
focus in external defibrillators. The rating reflects on-going
heightened regulatory risks, both industry wide and specific to
Physio-Control such as the presence of a consent decree with FDA.
Moody's views the company's main product as a deferrable capital
purchase by customers, thus making its earnings susceptible to
fluctuations in customers' spending budgets.

The ratings are supported by Physio-Control's leading global
competitive position in the external defibrillator market and its
significant installed defibrillator base, which create a stable
revenue stream due to the natural equipment replacement cycle and
recurring revenues related to services, disposables and
accessories. While the markets are competitive, customer stickiness
is high, especially in the manual defibrillator market, where
Physio-Control has particular strength.

The stable outlook reflects Moody's expectation that Physio-Control
will maintain good liquidity in the next 12-18 months. Also, the
stable outlook balances the company's strong market position and
recurring revenue model with risks associated with product
concentration and a highly scrutinized regulatory environment.

Given Physio-Control's weak position in the current rating
category, the company needs to decisively reduce leverage to
maintain a B2 CFR. Moody's could downgrade the rating if financial
leverage is sustained above 5.5 times, free cash flow remains
negative or liquidity weakens. Increased regulatory scrutiny such
as product recalls or FDA warning letters or a significant
disruption driven by the FDA's implementation of a stricter
regulatory approval process for AED products could lead Moody's to
downgrade the ratings.

Ratings could be upgraded should sales and operating margins
improve such that debt to EBITDA will be sustained below 4.0 times
and free cash flow to debt remains above 10%. In addition, a
positive rating action is also predicated on the company's
willingness to maintain conservative credit metrics.

Physio-Control is a leading manufacturer and supplier of emergency
medical response products worldwide. More than 80% of
Physio-Control's revenues are derived from the sale of manual
external defibrillators and related services and accessories,
namely batteries and electrodes. The company is owned by Bain
Capital.

The principal methodology used in this rating was the Global
Medical Product and Device 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.


PLASTIC2OIL INC: Court Dismisses Stockholders Class Action Suit
---------------------------------------------------------------
The court presiding over the previously reported class action
lawsuit against Plastic2oil, Inc., and Messrs. Bordynuik and
Baldwin (both former officers of the Company) gave its final
approval of the proposed settlement and dismissed the action.

On Aug. 8, 2013, the Company entered into a stipulation agreement
in potential settlement of the previously reported class action
lawsuit filed by certain stockholders of the Company against the
Company and Messrs. Bordynuik and Baldwin on behalf of a settlement
class consisting of purchasers of the Company's common stock during
the period from Aug. 28, 2009, through Jan. 4, 2012.

On Dec. 18, 2014, the Court filed and entered its Order
Preliminarily Approving Settlement and Providing for Notice of
Proposed Settlement.  In its Preliminary Approval Order the Court
preliminarily approved the settlement set forth in the Stipulation
Agreement, and scheduled a hearing on April 27, 2015, to determine
whether to give final approval of the settlement, and enter
judgment accordingly.  On April 28, 2015, following said hearing,
the Court filed its Final Judgment and Order of Dismissal with
Prejudice, giving final approval of the settlement set forth in the
Stipulation Agreement and dismissing the action.

                         About Plastic2Oil

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

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

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

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


PRETTY GIRL OF FORDHAM: Case Summary & 8 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Pretty Girl of Fordham Road Corp.
        203 East Fordham Road
        Bronx, NY 10458

Case No.: 15-11199

Chapter 11 Petition Date: May 7, 2015

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

Debtor's Counsel: Nancy Lynne Kourland, Esq.
                  Sanford P. Rosen, Esq.
                  ROSEN & ASSOCIATES, P.C.
                  747 Third Avenue
                  New York, NY 10017
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102
                  Email: nkourland@rosenpc.com
                         srosen@rosenpc.com

Total Assets: $586,246

Total Liabilities: $837,195

The petition was signed by Albert Nigri, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb15-11199.pdf


PTC GROUP: Moody's Cuts Corporate Family Rating to 'B3'
-------------------------------------------------------
Moody's Investors Service downgraded PTC Group Holdings Corp.'s
("PTC Alliance Holdings Corporation" or "PTC") corporate family
rating to B3 from B2, its probability of default rating to B3-PD
from B2-PD and its senior secured term loan rating to Caa1 from B3.
The ratings downgrades and negative outlook reflect PTC's
deteriorating credit metrics, weakening liquidity profile and the
potential litigation risks related to its seamless tubular
project.

Downgrades:

  -- Corporate family rating, downgraded to B3 from B2;

  -- Probability of default rating, downgraded to B3-PD from B2-
     PD;

  -- Senior secured term loan, downgraded to Caa1 (LGD4 ) from B3
     (LGD 4)

Outlook Actions:

  -- Outlook, Remains Negative

PTC's B3 corporate family rating reflects its deteriorating credit
metrics and diminished liquidity profile due to its recent weak
operating results and higher than anticipated costs to refurbish
and install equipment at its production facility in Hopkinsville,
Kentucky to facilitate the production of seamless tubular products.
The rating also reflects its small size relative to other rated
steel companies, its high customer concentration, its exposure to
steel price volatility and cyclical end markets and the risks of
potential liabilities related to the recent chapter 11 bankruptcy
filing of its PTC Seamless Tube Corp. subsidiary. These factors are
somewhat balanced by the company's relatively robust margins and
returns versus other specialty steel producers and its leading
position in niche markets.

PTC's operating results have been weak driven by reduced shipments
to service centers and original equipment manufacturers exposed to
the construction, mining and agriculture sectors along with lower
product prices. The company's revenues declined modestly during the
first nine months of 2014, but have declined by about 25% over the
past 3 years. The company's adjusted EBITDA has declined by more
than 50% over the same time period. At the same time, the company
has incurred higher than anticipated capital investments to develop
the capability to produce seamless tubular products. As a result,
PTC's credit metrics have deteriorated with its leverage ratio
(Debt/EBITDA) rising to 3.6x and its interest coverage ratio
(EBIT/Interest Expense) declining to 2.2x. These metrics are
expected to only improve modestly over the next 12 to 18 months due
to lackluster end market demand and depressed steel prices.

The company's liquidity has deteriorated substantially due to cost
overruns and delays on its seamless tubular project. As a result,
PTC has little availability on its revolver and less than $10
million of cash. The company should generate modest free cash flow
from its core PTC Alliance Corp. tubular business over the next 12
months, but faces possible litigation risks that could result in
required cash payments. PTC's ABL facility and term loan lenders
signed forbearance agreements waiving their ability to exercise
certain rights and remedies under the credit agreement and loan
documents and under applicable law arising in connection with
specified defaults, including the ability to demand repayment upon
an event of default by PTC Seamless Tube Corp. The company
established PTC Seamless as a separate legal entity and has
attempted to shield its other operating subsidiaries from the
creditors of PTC Seamless. However, the chapter 11 filing and other
issues on the seamless tubular project increase the litigation
risks for PTC. PTC Seamless is facing a class-action lawsuit from
former workers at the seamless mill and has mechanic's liens on the
equipment at its seamless facility related to unpaid billings from
the general contractor and its subcontractors on the project.

The negative outlook reflects the company's weak liquidity profile
and the litigation risks related to PTC Seamless Tube Corp. It also
incorporates the current weak operating environment including
historically depressed steel prices and lackluster demand, which
will limit the potential improvement in PTC's operating results.
The outlook could return to stable if the company's liquidity
increases, its operating results and credit metrics improve and the
risks related to PTC Seamless are resolved.

An upgrade of PTC's ratings is unlikely in the near term given the
company's weak liquidity and the litigation risks it is facing.
However, the ratings could experience upward pressure if the
company is able to generate positive free cash flow and
significantly raise its liquidity, grow organically and sustain its
current margins. Improved credit metrics such as a leverage ratio
below 3.5x and EBIT-to-interest expense trending above 3.0x could
put upward pressure on the rating.

Negative rating pressure could develop if deteriorating operating
results, adverse legal developments, debt-financed acquisitions,
capital investments, shareholder distributions or other factors
result in the company's leverage ratio exceeding 5.0x or
EBIT-to-interest expense declining below 2.0x. A deterioration in
the company's already weak liquidity position could also result in
a downgrade.

The principal methodology used in these ratings was Global Steel
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.

PTC Group Holdings Corp., headquartered in Wexford, PA, is a
leading manufacturer of welded and cold drawn mechanical steel
tubing and tubular shapes, fabricated parts, precision components
and chrome-plated rod. PTC's major end markets include construction
and agricultural equipment, automotive and heavy truck components
and industrial machinery. PTC generated $311 million in revenue for
the 12-month period ended September 30, 2014.


PTC SEAMLESS: May 8 Final Hearing on $650,000 Bridge Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave PTC Seamless Tube Corp. interim authority to obtain an
unsecured bridge financing up to an aggregate amount of $650,000
from its parent, PTC Group.

The outstanding loans and other obligations under the Bridge
Facility will bear interest at the rate of 2% per annum, payable
in
cash at maturity.  The term of the Bridge Facility will extend
until the earliest to occur of (x) the date the Debtor receives
the
proceeds of a DIP facility approved by final order of the Court or
(y) one year after the commencement of the Chapter 11 Case.  The
Debtor agreed to a waiver of discharge, i.e. the Bridge
Obligations
will not be discharged under any Chapter 11 plan confirmed in the
Debtor's Chapter 11 Case.

The Final Hearing is scheduled for May 8, 2015, at 10:00 A.M.
(Eastern).  Objections are due May 7.

PTC Group is represented by:

         Kimberly A. DeBeers, Esq.
         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         155 N. Wacker Dr.
         Chicago, IL 60606
         Tel: (312) 407-0982
         Fax: (312) 407-8576
         Email: kimberly.debeers@skadden.com

                        About PTC Seamless

PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC.  Seamless's executive and financial operations are based
in Wexford, Pennsylvania.  Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.

PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products,
fabricated
parts, and precision components.  PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc.  PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.

Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.

Judge Carlota M. Bohm presides over the case.  PTC Group and
Alliance have not commenced Chapter 11 cases.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015.  The deadline for
governmental entities to file claims is Oct. 23, 2015.

The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.

The Debtor disclosed $99,347,576 in total assets and  
$280,030,034
in liabilities in its schedules.


PTC SEAMLESS: Seeks to Tap $5-Mil. DIP Loan from Black Diamond
--------------------------------------------------------------
PTC Seamless Tube Corp., seeks authority from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to obtain
postpetition financing from Black Diamond Commercial Finance,
L.L.C., acting as administrative agent for itself and a syndicate
of financial institutions.

The DIP Facility consists of a delayed draw term loan in an amount
not to exceed $5,000,000, with an interim commitment of $3,000,000.
The outstanding loans and other obligations under the DIP Facility
will bear interest at the rate of 12% per annum, payable in cash on
the last business day of each month.  Default interest will accrue
at an interest the rate of an additional 2% per annum.

According to the Debtor's counsel, Joseph D. Filloy, Esq., at Reed
Smith LLP, in Pittsburg, Pennsylvania, due to the Debtor's lack of
revenue due to the incomplete plant in Hopkinsville and the delays
and cost overruns in the construction of that plant have created a
liquidity crisis for the Debtor and its direct parent, PTC Group
Holdings Corp., is unwilling to continue to fund the Debtor.  The
ABL Lender is also unwilling to finance the Debtor's construction
of the Hopkinsville plant, Mr. Filloy says.

Mr. Filloy tells the Court that Candlewood Partners, LLC, has
reviewed the terms of the DIP facility proposed by BDCF and
concluded that BDCF's proposed DIP Facility contains the most
favorable terms available to the Debtor.  BDCF is an affiliated
entity of the majority equity holders of PTC Group's ultimate
parent entity as well as the largest holders of the Prepetition
Term Loans.

                        About PTC Seamless

PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC.  Seamless's executive and financial operations are based
in Wexford, Pennsylvania.  Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.

PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products,
fabricated
parts, and precision components.  PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc.  PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.

Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.

Judge Carlota M. Bohm presides over the case.  PTC Group and
Alliance have not commenced Chapter 11 cases.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015.  The deadline for
governmental entities to file claims is Oct. 23, 2015.

The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.

The Debtor disclosed $99,347,576 in total assets and  
$280,030,034
in liabilities in its schedules.


QUICKSILVER RESOURCES: Gets OK on Deal to Drill New Wells
---------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Laurie Selber
Silverstein in Wilmington, Del., gave Quicksilver Resources Inc.
authority to spend $11 million to drill four new wells with a unit
of fellow oil and gas company Eni SpA, over objections from the
unsecured creditors committee that the move made little business
sense.

According to the report, the Official Committee of Unsecured
Creditors asked the bankruptcy court to reject the company's plan
to spend $11 million to drill the new wells, arguing the move makes
little business sense so early in the case.

                         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.

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


QUICKSILVER RESOURCES: Has Until May 18 to File Schedules
---------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended the deadline within which
Quicksilver Resources Inc. and its debtor-affiliates can file their
schedules of assets and liabilities, and statements of financial
affairs to May 18, 2015.

                         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.

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


QUINTILES TRANSNATIONAL: S&P Retains 'BB+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
its 'BB+' senior secured debt rating to '4' from '3' on
pharmaceutical contract services provider Quintiles Transnational
Corp.'s announced $1.95 billion senior secured credit facility,
consisting of a $500 million senior secured revolver due 2020, a
$850 million senior secured term loan A due 2020, and a $600
million senior secured term loan B due 2022.  The revision reflects
the company's increase in the size of the facilities by $200
million.  The '4' recovery rating indicates expectations of average
(at the higher end of the 30% to 50% range) recovery in the event
of a payment default.

S&P's 'BB+' corporate credit rating and stable outlook on Research
Triangle, N.C.-based Quintiles remains unchanged.  Quintiles
remains the largest player in the growing contract research
services industry.  Its scale and breadth of service offerings
provide it with a number of competitive advantages, such as being
able to manage larger and more complex trials and to be a preferred
provider to large pharmaceutical clients.  On the financial front,
the company continues to perform, with mid- to high-single-digit
revenue growth expected and annual EBITDA margins having returned
to over 15% in 2014, the first year since 2010.  Leverage has
slipped under 3x, to an adjusted 2.8x at the end of 2014.  S&P
believes leverage will remain in the 3x range of the near term.

RATINGS LIST

Quintiles Transnational Corp.
Corporate Credit Rating             BB+/Stable/--

Recovery Rating Revised
                                     To         From
Quintiles Transnational Corp.
Senior Secured                      BB+        BB+
   Recovery Rating                   4H         3L



RCC CONSULTANTS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
RCC Consultants, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. N.J. Case No. 15-18274) on May 1, 2015, estimating its
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Michael W. Hunter, president and chief
executive officer.

Donny Jackson, writing for Urgentcomm.com, reports that the
Company's President and CEO, Mike Hunter, said in a declaration
submitted to the State of New Jersey bankruptcy court, "In sum,
tepid economic growth in the United States, financial stress on
states and local governments, reduced federal funding for
interoperable voice-radio systems, and uncertainty regarding the
future course of public-safety communications combined to weaken
the market for RCC's core consulting services.  Consequently, after
a record profitable year in 2012, RCC saw operating losses in 2013
and 2014.  Increased competition for a smaller pool of potential
business (given the slowdown in land-based mobile communications
system investment) was also a major factor."

Judge Michael B. Kaplan presides over the case.

Anthony Sodono, III, Esq., at Trenk, Dipasquale, Della Fera &
Sodono, P.C., serves as the Company's bankruptcy counsel.

RCC Consultants, Inc., is an engineering and consulting firm
headquartered in Woodbridge, New Jersey.


REVEL AC: NJ Regulators Says Straub Can't Take Casino License
-------------------------------------------------------------
Law360 reported that the New Jersey Casino Control Commission sent
a letter to Chief Bankruptcy Judge Gloria Burns in New Jersey
objecting to Revel Casino Hotel's plan to transfer its casino
license to Glenn Straub's Polo North Country Club Inc., saying
state law prohibits his company from assuming Revel's casino
license from the previous owner.

According to the report, the letter, signed by commission senior
counsel Stephanie Olivo, said New Jersey law does not recognize
casino licenses as a property right, unlike other licenses issued
by the state.  Specifically, New Jersey's Casino Control Act
precludes the transfer of casino licenses, the letter said, the
report related.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates

Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014,
to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253)
on March 25, 2013, with a prepackaged plan that reduced debt by
$1.25 billion.  Less than two months later on May 15, 2013, the
2013 Plan was confirmed and became effective on May 21, 2013.


SALADWORKS LLC: Can Proceed with May 27 Auction
-----------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Laurie Selber
Silverstein in Wilmington, Del., authorized Saladworks LLC to enter
into a stalking horse purchase agreement with a unit of private
equity firm Centre Lane Partners LLC, setting a floor price of
$16.9 million for the casual restaurant chain's upcoming asset
auction.

According to the report, Judge Silverstein signed off on
Saladworks' selection of SW Acquisition Co. LLC, a vehicle of
Centre Lane, as a stalking horse for the planned May 27 auction and
a proposed form of asset purchase agreement.

The deal with Centre Lane -- a New York-based PE firm with food and
beverage experience and $700 million under management -- is a great
result for Saladworks' estate, debtor's counsel Adam G. Landis told
the court, the report related.

                  About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States. From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.  The company has franchise agreements with 162
different franchisees.  The equity owners are J Scar Holdings,
Inc., (70%) and JVSW LLC (30%).

Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 15-10327) on Feb. 17, 2015.  The case assigned to
Judge Laurie Selber Silverstein.

The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG
Advisors, LLC, as investment banker; EisnerAmper LLP, as financial
advisor; and Upshot Services LLC, as claims and noticing agent.

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.

The U.S. trustee overseeing the Chapter 11 case of Saladworks LLC
appointed three creditors of the company to serve on the official
committee of unsecured creditors.


SIGA TECHNOLOGIES: Inks Modification to Contract With BARDA
-----------------------------------------------------------
SIGA Technologies, Inc., a Delaware corporation, on April 29, 2015,
entered into a modification to its contract with the Biomedical
Advanced Research and Development Authority with respect to SIGA's
smallpox antiviral drug Tecovirimat (also known as ST-246).  The
probable entry into the Modification was previously disclosed in
SIGA's Current Report on Form 8-K filed December 24, 2014.  As
noted in the December 24th 8-K, the Modification was subject to the
approval of the Bankruptcy Court, which was granted on April 27,
2015. Pursuant to the Modification, the delivery schedule of
Tecovirimat has been extended to accommodate an increase in dosage.
As previously noted in the December 24th 8-K, the provisional
dosage for Tecovirimat has increased to 600 mg administered twice
daily (600 mg BID or 1,200 mg per day) from the prior provisional
dosage of 600 mg once daily (or 600 mg per day).

                      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.


SPECTRUM ANALYTICAL: Seeks to Use Cash Collateral; Bank Objects
---------------------------------------------------------------
Spectrum Analytical Inc. and Hanibal Technology, LLC, ask the U.S.
Bankruptcy Court for the District of Massachusetts for approval to
use cash collateral of Bank Rhode Island and grant adequate
protection to the bank.

On Jan. 15, 2014, the Debtors entered into a financing transaction
with Bank Rhode Island whereby the bank loaned the Debtors the
total sum of $8,400,000.  The debt to Bank Rhode Island is secured
by, inter alia, the Debtor's receivables and other cash collateral.
As of the Petition Date, the total balance due to the bank is
$8,900,000.

As of April 1, 2015, the liabilities of Spectrum include $8,900,000
in secured debt to Bank Rhode Island, and $1,367,213 in unsecured
debts.  The debt to Bank Rhode Island is secured by, inter alia,
the Debtor's receivables and other cash collateral.

Spectrum intends to use the cash collateral to pay employees, to
purchase supplies, to pay service providers, to pay administrative
expenses incurred by the Debtor's bankruptcy estate, and to pay
other ongoing usual and necessary expenses incurred in the
day-to-day operation of the business.

Bank Rhode Island will be granted a replacement lien in all
postpetition property of the Debtors, of the same nature, to the
same extent, and with the same priority as the lien existing as of
the Petition Date.  In addition, Spectrum proposes to make monthly
payments to Bank Rhode Island in the amount of $52,000.

                        Bank's Objection

Bank Rhode Island objects to the use of its cash collateral by the
Debtor because (i) the Debtor's assertion that the Bank is
adequately protected is not credible; and (ii) based on owner
Hanibal Tayeh's actions, the Bank has, and this Court should have,
no confidence that the use of the Bank's cash collateral will
benefit the Debtor or its operations.

Counsel to the Bank, Gardner H. Palmer, Jr., Esq., at DiOrio Law
Office, argues that the Debtor's adequate protection proposal lacks
credibility.  He notes that Spectrum has provided scant evidence of
the value of its assets.  Spectrum's entire proof of value appears
to rest on Paragraph 21 of the Affidavit of Tayeh where he simply
states "The value of the collateral securing the Bank RI loans is
estimated to be approximately $17,000,000."

Mr. Palmer adds that permitting Mr. Tayeh to run the Debtors'
business and use the Bank's cash collateral will constitute a lack
of adequate protection.  According to bank, Spectrum's operations
under Tayeh's leadership were marked by highly questionable, likely
fraudulent, conduct.  A nonexhaustive sampling of this conduct
includes preparation and use of fraudulent documents; diversion of
company assets for non-business purposes; actual or attempted
inflation of company receivables; and misrepresentations to
vendors.  In light of this history, the bank believes that allowing
Mr. Tayeh to return and use the Bank's cash collateral cannot
provide adequate protection.

                     About Spectrum Analytical

Spectrum Analytical Inc. provides testing and analytical data for
environmental interests.  Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology.  Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.

Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender.  Hanibal
Tayeh,
the sole member, signed the bankruptcy petitions.

Spectrum estimated $10 million to $50 million in assets and debt.
Hanibal estimated less than $10 million in assets and debt.

Bacon Wilson, P.C., serves as the Debtors' counsel.


SPECTRUM ANALYTICAL: Taps Bacon Wilson as Bankruptcy Counsel
------------------------------------------------------------
Spectrum Analytical Inc. and Hanibal Technology, LLC, ask for
approval from the U.S. Bankruptcy Court for the District of
Massachusetts to employ the law firm of Bacon Wilson, P.C., as
counsel.

The Debtors seek to employ Bacon Wilson, P.C., in light of its
considerable experience in bankruptcy matters and believes that the
firm is well qualified to represent the interests of the Debtors in
the Chapter 11 cases.

The firm will, among other things:

   -- provide legal advice with respect to the powers and duties of
the debtors-in-possession in the continued operation of their
business;

   -- represent the Debtors in postpetition negotiations with
secured creditors; and

   -- represent and assist the Debtors with any postpetition sale
of property of the estate.

To the best of the Debtors' knowledge, Bacon Wilson does not hold
or represent any interest adverse to the estates, and the members
of the firm are disinterested persons within the meaning of U.S.C.
Sec. 327(a) and 101(14).

                     About Spectrum Analytical

Spectrum Analytical Inc. provides testing and analytical data for
environmental interests.  Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology.  Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.

Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender.  Hanibal
Tayeh,
the sole member, signed the bankruptcy petitions.

Spectrum estimated $10 million to $50 million in assets and debt.
Hanibal estimated less than $10 million in assets and debt.

Bacon Wilson, P.C., serves as the Debtors' counsel.


STERIGENICS-NORDION HOLDINGS: S&P Rates $450MM Unsec. Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Sterigenics-Nordion Holdings LLC's $450 million of senior
unsecured notes due 2023.  The recovery rating is '6', reflecting
S&P's expectation of negligible (0% to 10%) recovery in the event
of payment default.  Proceeds from the note issuance will fund
Warburg Pincus' purchase of a majority stake in Sterigenics from
GTCR LLC.

Sterigenics is the world's largest provider of contract
sterilization services, with a global market share in excess of
35%.  Its customers primarily operate in the medical device and
food industries.  While S&P believes Sterigenics has a leading
position in its specific addressable market, it remains focused on
a relatively narrow business niche.  In addition, while favorably
comparing in scale to its immediate contract sterilization
competitors, Sterigenics remains a relatively small player in the
broad outsourced contract services space.  These weaknesses support
S&P's assessment of the company's business risk profile as "fair".

S&P's base-case scenario incorporates its expectation that
Sterigenics' leverage will stay above 5x over the next several
years.  While S&P expects the company to continue generating
healthy free operating cash flow and gradually reduce its financial
leverage through EBITDA growth over the next few years, S&P expects
the financial sponsor to shape Sterigenics' financial policy and
use internally generated cash to fund shareholder returns rather
than for permanent debt reduction below 5.0x.  This supports S&P's
"highly leveraged" financial risk profile assessment.

The corporate credit rating on Sterigenics-Nordion is 'B' and the
outlook is stable.

RATINGS LIST

Sterigenics-Nordion Holdings LLC
Corporate Credit Rating                B/Stable/--

New Rating

Sterigenics-Nordion Holdings LLC
$450 Mil. Senior Unsecured Notes
  Due 2023                              CCC+
   Recovery Rating                      6



SUNTECH AMERICA: Deadline to Remove Suits Extended to Aug. 11
-------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has given Suntech America
Inc. until August 11, 2015, to file notices of removal of lawsuits
involving the company and its affiliates.

                       About Suntech America

Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015.  Judge Christopher S. Sontchi presides
over the case.

Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel.  Upshot
Services LLC is the Debtors' claims and noticing agent.

The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.

Headquartered in San Francisco, California, Suntech America, aka
Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.


TMT PROCUREMENT: Faces Chapter 7 Conversion Lodged by Hsin Chi Su
-----------------------------------------------------------------
Hsin Chi Su aka Nobu Su, an equity holder in all of TMT Procurement
Corporation and its debtor-affiliates, asks the Hon. Marvin Isgur
of the U.S. Bankruptcy Court for the Southern District of Texas to
convert the Debtors' Chapter 11 bankruptcy cases to Chapter 7
proceedings.

A hearing is set for May 18, 2015, at 9:00 a.m., to consider Mr.
Su's conversion request.  Objections, if any, are due May 12,
2015.

According to Mr. Su, the Debtors confirmed a Chapter 11 plan with
respect to the Handy Vessels, but it was not consummated.  During
the 22 months while these cases have been pending, the remaining
Debtors have not confirmed any plans.  The exclusivity period has
long since terminated, he added.

Mr. Su tells Judge Isgur the Debtors have liquidated all assets of
the estate on a piecemeal basis.  No assets remain other than
approximately $14 million in cash which cannot be distributed to
creditors until litigation between him and the Vantage Drilling
Company resolved.  The case has been referred to arbitration.  It
likely will be years before the arbitration is completed, he says.

Mr. Su adds yet unpaid administrative expenses continue to mount
with no source of revenue for payment other than to diminish the
cash currently held by the Debtors.

Mr. Su retained as counsel:

   Edward L. Rothberg, Esq.
   HOOVER SLOVACEK LLP
   Galleria Tower II
   5051 Westheimer, Suite 1200
   Houston, TX 77056
   Tel: 713-977-8686
   Fax: 713-977-5395
   Email: rothberg@hooverslovacek.com

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from 27,000
dead weight tons (dwt) to 320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-33740) in
Houston, Texas, on June 20, 2013 after lenders seized seven
vessels.

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

TMT has tapped attorneys from Bracewell & Giuliani LLP as
bankruptcy counsel and AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.


US AIRWAYS: Pilots Settle Lump-Sum Pension Fight for $5.2-Mil.
--------------------------------------------------------------
Law360 reported that U.S. District Judge Rosemary M. Collyer in
Washington, D.C., approved a $5.25 million settlement between a
group of former US Airways Group Inc. pilots and the airline's
pension plan trustee over accusations it takes too long to hand out
lump-sum benefits, six months after the judge revealed that a deal
was in the works.

According to the report, Judge Collyer signed off on the deal about
10 months after the D.C. Circuit reversed the judge's denial of
class certification.  Judge Collyer first hinted at a possible
settlement in October, when she certified a class in a
two-paragraph order, Law360 noted.

The deal calls for the plaintiffs' counsel to receive $2 million in
fees and $75,000 in costs and the settlement administrator to
receive $75,000, the report said.  The class includes all members
of the pilots' retirement plan who retired between 1997 and 2003
and sought lump-sum benefits, but didn't receive them by the first
of the month after they retired.

The case is James C. Stephens, et al. v. US Airways Group Inc. et
al., case 1:07-cv-01264, in the U.S. District Court for the
District of Columbia.

                         About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways  
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in
their restructuring efforts.  The USAir II bankruptcy plan became
effective on September 27, 2005.  The Debtors completed their
merger with America West on the same date.


USA SYNTHETIC: US Trustee to Schedule Another 341 Meeting
---------------------------------------------------------
The U.S. trustee overseeing USA Synthetic Fuel Corp.'s Chapter 11
case will continue the meeting of creditors to another date,
according to the case docket for USA Synthetic.  

The bankruptcy watchdog held a meeting of creditors on April 28,
2015.

                      About USA Synthetic Fuel

Based in Lima, Ohio, USA Synthetic Fuel Corporation is an
environmentally focused, development stage energy company pursuing
low-cost, clean energy solutions through the deployment of Ultra
Clean Btu Converter technology.  Ultra Clean Btu Converter
technology is a process that cost-effectively converts lower-value
solid hydrocarbons, such as coal, into higher-value energy
products, such as Ultra Clean Synthetic Crude, which can be refined
into a variety of fuels, such as diesel, jet, and gasoline.

USA Synthetic and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17,
2015.  The petitions were signed by Dr. Steven C. Vick as chief
executive officer.  The Debtors disclosed total assets of $7.9
million and total debts of $99.3 million.

Morris, Nichols, Arsht & Tunnell, represents the Debtors as
counsel.  Asgaard Capital LLC acts as the Debtors' investment
banker.  R2B Group, LLC serves as the Debtors' interim chief
financial officer provider.


USA SYNTHETIC: US Trustee Unable to Form Creditors' Committee
-------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of USA Synthetic
Fuel Corp. wasn't able to form a committee to represent the
company's unsecured creditors "due to insufficient interest,"
according to the case docket for USA Synthetic.  

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 USA Synthetic Fuel

Based in Lima, Ohio, USA Synthetic Fuel Corporation is an
environmentally focused, development stage energy company pursuing
low-cost, clean energy solutions through the deployment of Ultra
Clean Btu Converter technology.  Ultra Clean Btu Converter
technology is a process that cost-effectively converts lower-value
solid hydrocarbons, such as coal, into higher-value energy
products, such as Ultra Clean Synthetic Crude, which can be refined
into a variety of fuels, such as diesel, jet, and gasoline.

USA Synthetic and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17,
2015.  The petitions were signed by Dr. Steven C. Vick as chief
executive officer.  The Debtors disclosed total assets of $7.9
million and total debts of $99.3 million.

Morris, Nichols, Arsht & Tunnell, represents the Debtors as
counsel.  Asgaard Capital LLC acts as the Debtors' investment
banker.  R2B Group, LLC serves as the Debtors' interim chief
financial officer provider.


VANDERBUILT CONSTRUCTION: Case Summary & 6 Top Unsec. Creditors
---------------------------------------------------------------
Debtor: Vanderbuilt Construction Corp.
        100 Keyland Court, Unit #12
        Brentwood, NY 11717

Case No.: 15-11193

Chapter 11 Petition Date: May 7, 2015

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Dawn Kirby, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE
                     & WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: 914-681-0288
                  Email: dkirby@ddw-law.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth Swany, president.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-11193.pdf


VIRTUAL PIGGY: Amends 2014 Annual Report
----------------------------------------
Virtual Piggy Inc. has amended its annual report on Form 10-K for
the fiscal year ended Dec. 31, 2014, to restate in their entirety
Items 10 through 14 of Part III of the Original Filing as well as
the cover page to update the number of shares of the Company's
common stock outstanding and to remove the statement that
information is being incorporated by reference from its definitive
proxy statement.  Part III of the Form 10-K discloses:

  -- 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 Accountant fees.

The Company had 119,117,626 shares of common stock outstanding as
of the close of business on April 10, 2015.

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

                      http://is.gd/tGY90w

                 About Oink (Virtual Piggy, Inc.)

Virtual Piggy is the provider of Oink, a secure online and in-store
teen wallet.  Oink enables teens to manage and spend money within
parental controls, while gaining valuable financial management
skills.  The technology company also delivers payment platforms
designed for the Under 21 age group in the global market, and
enables online businesses the ability to function in a manner
consistent with the Children's Online Privacy Protection Act and
similar international children's privacy laws.  The company, based
in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and
holds three technology patents, US Patent No. 8,762,230, 8,650,621
and 8,812,395.

Virtual Piggy reported a net loss of $9.65 million on $5,708 of
sales for the year ended Dec. 31, 2014, compared to a net loss of
$16 million on $2,460 of sales for the year ended Dec. 31, 2013.
The Company previously incurred a net loss of $12.03 million in
2012.

As of Dec. 31, 2014, the Company had $3.11 million in total assets,
$1.55 million in total liabilities, all current, and $1.55 million
in stockholders' equity.

Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's losses from
development stage activities raise substantial doubt about its
ability to continue as a going concern.


VIVARO CORP: Unsecured Creditors Fight $8-Mil. Leucadia Deal
------------------------------------------------------------
Law360 reported that unsecured creditors of Vivaro Corp. urged U.S.
Bankruptcy Judge Martin Glenn in New York to block an $8 million
settlement the official creditors committee reached with Leucadia
National Corp., suggesting Leucadia got a "sweetheart deal" because
it was previously represented by the committee's firm, Arent Fox
LLP.

According to the report, the objecting creditors include
Mexican-based Marcatel SA de CV and other entities owned by
telecommunication magnate Gustavo de la Garza Ortega, who was part
of a consortium that purchased Vivaro in 2010.

As previously reported by The Troubled Company Reporter, a New York
bankruptcy judge has ruled that the unsecured creditors can keep
chasing $27 million that Leucadia received in 2007 from an
allegedly insolvent Vivaro unit, while axing the balance of a $50
million fraudulent transfer case.  The judge found that the
creditors alleged enough facts to sustain their attempt to claw
back a pair of transfers that Vivaro co-debtor STi Prepaid LLC made
to a Leucadia subsidiary in connection with a $121.8 million
prepaid calling card business acquisition.

Law360 further reported that Judge Glenn seemed skeptical during a
hearing of the group of unsecured creditors and former insiders who
are objecting to the settlement with Leucadia because the opponents
are likely targets of future clawback claims.

                     About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.  The Creditors Committee is represented by:

     George P. Angelich, Esq.
     George V. Utlik, Esq.
     ARENT FOX LLP
     1675 Broadway
     New York, NY 10019
     Tel: (212) 484-3900

The Debtors' CRO is represented by:

     Phil Gund, Esq.
     MAROTTA GUND BUDD & DZERA, LLC
     The Lincoln Building
     60 E. 42 Street, 50th Floor
     New York, NY 10165
     Tel: (212) 818-1555

By Order dated January 31, 2013, the Court approved the sale of
substantially all of the Debtors' assets to Next Angel, LLC, n/k/a
Angel Americas, LLC.  The sale closed on February 8, 2013 and
divested the Debtors' Estates of their prepetition businesses.


WADDELLS LONGHORN: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Waddells Longhorn Corral, LLC
        3809 N. 197th Avenue
        Buckeye, AZ 85396

Case No.: 15-05499

Chapter 11 Petition Date: May 6, 2015

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Scott H. Gan

Debtor's Counsel: Dean M. Dinner, Esq.
                  NUSSBAUM GILLIS & DINNER, P.C.
                  14850 N. Scottsdale Road, Suite 450
                  Scottsdale, AZ 85254
                  Tel: 480-609-0011
                  Fax: 480-609-0016
                  Email: ddinner@ngdlaw.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eric Mansfield, member.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb15-05499.pdf


WALTER ENERGY: Might Consider Filing for Ch 11 Bankr. Protection
----------------------------------------------------------------
StreetInsider.com reports that Walter Energy shares were pressured
after the Company filed a form 10-Q with the U.S. Securities and
Exchange Commission.  The Company warned in the filing that if the
Company is unable to restructure the debt, the Company may consider
filing voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.

The Company stated in the filing that over the course of the last
three years, the results of operations, including its operating
revenues and operating cash flows, have been negatively impacted by
weak coal market conditions, depressed metallurgical coal prices,
reduced steel production and global steel demand.  The Company's
cash flows from operations were insufficient to fund its capital
expenditure needs for 2014 and 2013 and the Company expects this
trend to continue in 2015.  "If market conditions do not improve,
we expect our liquidity to continue to be adversely affected.  On
April 15, 2015, the Company elected to exercise the 30-day grace
period under the terms of the indentures governing its 9.50% Senior
Secured Notes due 2019 and its 8.50% Senior Notes due 2021 to
extend the timeline for making the cash interest payments due on
April 15, 2015.  The aggregate amount of the interest payments is
approximately $62.4 million.  During the 30-day grace period, the
Company is working with its debt holders to establish a capital
structure that will position the Company to weather a highly
competitive and challenging market," the Company said.  

"The election to exercise the 30-day grace period under the terms
of the indentures governing its 9.50% Senior Secured Notes due 2019
and its 8.50% Senior Notes due 2021 constitutes a default; however,
it does not constitute an Event of Default under the indentures
governing our senior notes or the term loan credit facility.  As a
result of this default, certain restrictions have been placed on
the Company, including but not limited to, its ability to incur
additional indebtedness, draw on the revolver and issue additional
letters of credit.  The Company has 30 days to cure the default by
making the required interest payments that were due on April 15,
2015.  Alternatively, the Company may restructure the debt with its
creditors," the Company added.

On May 15, 2015, the Company will be making interest payments under
its indenture agreements with holders of its 9.5% Senior Secured
Notes due in 2019 and the 8.5% Senior Notes due in 2021.

The Company said in its SEC filing that "on May 15, 2015, if the
interest payment default is not cured, the default would be
considered an Event of Default and all outstanding notes will
become due and payable immediately without further action or
notice.  An Event of Default would also trigger cross defaults in
the Company's other debt obligations.  If any other Event of
Default occurs, the trustee or the holders of at least 25% in
aggregate principal amount of the then outstanding notes may
declare all the notes to be due and payable immediately.  An Event
of Default would have a material adverse effect on the Company's
liquidity, financial condition and results of operations.  As of
March 31, 2015, the Company had approximately $3.1 billion in
principal amount of term loans, senior notes, capital lease
obligations and equipment financing obligations outstanding.  Based
on the facts and circumstances discussed above, all of this debt is
classified as a current liability in the Condensed Consolidated
Balance Sheet as of March 31, 2015."

                       About Walter Energy

Walter Energy -- http://www.walterenergy.com/--  is a publicly  
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.

As of Dec. 31, 2014, Walter Energy had $5.38 billion in total
assets, $5.10 billion in total liabilities, and $282 million in
stockholders' equity.

                            *    *    *

As reported by the TCR on April 21, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Walter Energy Inc.
to 'D' from 'CCC+'.  

"We lowered the ratings on Birmingham, Ala.-based coal miner Walter
Energy after the Company elected not to pay approximately $62
million in aggregate interest payments on its 9.5% senior secured
notes due 2019 and its 8.5% senior notes due 2021.  A payment
default has not occurred under the indentures governing the notes,
which provide a 30-day grace period.  However, we consider a
default to have occurred because we do not expect a payment to be
made within the stated grace period given the company's heavy debt
burden, which we view to be unsustainable.  In our opinion, the
Company has sufficient liquidity to operate over the next several
months as it works with creditors to restructure its balance sheet.
Cash and investments totaled approximately $435 million on March
31, 2015."

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WAVE SYSTEMS: Adopts Majority Votes in Electing Directors
---------------------------------------------------------
The Board of Directors of Wave Systems Corp., on April 24, 2015,
approved amendments to the Restated By-Laws of the Company,
effective immediately upon adoption by the Board, to: (i) allow for
the majority election of members of the Board; (ii) allow the
Chairman or chief executive officer of the Company to call certain
meetings of the Board at any time; (iii) provide for certain
notices to be sent via electronic mail; and (iv) make certain other
non-substantive changes.  A summary of the Amendments are set forth
below:

Majority Elections: Article III, Section 1(b) was amended to
provide that each member of the Board is to be elected by the vote
of a majority of votes cast at any meeting for the election of
directors at which a quorum is present.  If an election is
contested, then the election of directors is to be by a plurality
of votes cast.

Chairman/CEO Call for Meetings: Article III, Section 4 was amended
to provide that the Chairman of the Board or Chief Executive
Officer of the Company may call meetings other than regular
meetings at any time.

Electronic Mail Notice: Article III, Section 4 was amended to
provide that notice of each Board meeting may be given to each
director via electronic mail at least one day before that meeting.

Use of Electronic Transmission: A new Article XIV was added to
allow the Company to use "electronic transmission" to the full
extent allowed by the Delaware General Corporation Law.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems reported a net loss of $12.9 million in 2014, a net
loss of $20.3 million in 2013 and a net loss of $34.0 million in
2012.  As of Dec. 31, 2014, Wave Systems had $8.03 million in total
assets, $14.9 million in total liabilities and a $6.91 million
total stockholders' deficit.

KPMG LLP, in Hartford, Connecticut, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.


WAYNE COUNTY, MI: Chief Unveils Plan to Dodge Bankruptcy
--------------------------------------------------------
Law360 reported that local officials floated a financial recovery
plan for Wayne County, Michigan, to eliminate retiree health care
for county workers while tackling a $52 million structural deficit
that threatens to tip the municipality, home to the city of
Detroit, into insolvency.

According to the report, the plan put forth by County Executive
Warren C. Evans comes as the largely suburban county tries to
renegotiate a new four-year union contract with 2,000 employees and
stave off a looming liquidity crisis.

                         *     *     *

The Troubled Company Reporter, on March 16, 2015, reported that
Fitch Ratings has downgraded the ratings for the following Wayne
County, Michigan bonds:

-- $186.3 million limited tax general obligation (LTGO) bonds
    issued by Wayne County to 'B' from 'BB-';

-- $51.3 million building authority (stadium) refunding bonds,
   series 2012 (Wayne County LTGO) issued by Detroit/Wayne County
   Stadium Authority to 'B' from 'BB-';

-- $203.5 million building authority bonds issued by Wayne County
   Building Authority to 'B' from 'BB-';

-- Wayne County unlimited tax general obligation (ULTGO) (implied)
   to 'B' from 'BB'.

On Feb. 10, 2015, the TCR reported that Moody's Investors Services
has downgraded to Ba3 from Baa3 the rating on the general
obligation limited tax (GOLT) debt of Wayne County, MI. The county
has a total of $695 million of long-term GOLT debt outstanding, of
which $336 million is rated by Moody's.  An additional $302 million
of short-term GOLT delinquent tax anticipation notes are
outstanding. The outlook remains negative.

The TCR, on Feb. 9, 2015, also reported that Fitch Ratings has
placed the following Wayne County ratings on Rating Watch
Negative:

  -- $190.9 million limited tax general obligation (LTGO) bonds
     issued by Wayne County 'BB-';

  -- $54.9 million building authority (stadium) refunding bonds,
     series 2012 (Wayne County LTGO) issued by Detroit/Wayne
     County Stadium Authority 'BB-';

  -- $207.2 million building authority bonds issued by Wayne
     County Building Authority 'BB-';

  -- Wayne County unlimited tax general obligation (ULTGO)
     (implied) 'BB'.


WESTMORELAND RESOURCE: Reports $67.5M Revenues in First Quarter
---------------------------------------------------------------
Westmoreland Resource Partners, LP reported its results for the
three months ended March 31, 2015, which include:

  * An increase of $0.3 million in Adjusted EBITDA for the three
    months ended March 31, 2015, to $9.6 million compared to
    Adjusted EBITDA of $9.2 million for the three months ended
    March 31, 2014.

  * Westmoreland Resources GP, LLC, general partner of WMLP,
    declared a cash distribution for all unitholders and warrant
    unitholders of $0.20 per unit for its first quarter ended
    March 31, 2015.  The distribution will be paid on May 15, 2015

    to all unitholders and warrant unitholders of record as of the
    close of business on May 8, 2015.

  * WMLP continued their strong safety performance achieving a
    zero reportable and lost time incident rates for surface
    mining operations for the three months ended March 31, 2015.

Westmoreland Resource reported a net loss of $10.3 million on
$67.56 million of total revenues for the three months ended
March 31, 2015, compared to a net loss of $10.56 million on $78
million of total revenues for the same period in 2014.

As of March 31, 2015, the Company had $296.05 million in total
assets, $176.36 million in total debt and $62.73 million in total
partners' capital.

"In this, our first quarter of ownership of WMLP, we began
transitioning the business on to Westmoreland's systems," noted
Keith Alessi, chief executive officer.  "We are operating the
business with an emphasis on Distributable Cash Flow and it
performed in line with our expectations."

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

                      http://is.gd/3I96PT

                  About Westmoreland Resource

Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP, is a producer of high value steam coal, and is the
largest producer of surface mined coal in Ohio.

Westmoreland Resource reported a net loss of $28.6 million on $322
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $23.7 million on $347 million
of total revenues for the year ended Dec. 31, 2013.


WHITTEN FOUNDATION: Has Until May 14 to File Schedules
------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana gave Whitten Foundation until May 14,
2015, to file its schedules of assets and liabilities, and other
documents that are deficient.

                     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.

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,


XINERGY LTD: Founder Cries Foul Over Miner's Plunge Into Ch. 11
---------------------------------------------------------------
Law360 reported that Jon Nix, the founder and former chairman and
CEO of bankrupt coal mining concern Xinergy Ltd., told a federal
bankruptcy judge that a number of the debtors' early Chapter 11
motions should be put on hold so that he can pursue a court order
in Canada to call a shareholder meeting.

According to the report, Mr. Nix holds 18.5 percent of the debtor's
65.8 million Toronto-traded shares.

                        About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015.  The cases have been assigned to Judge
Paul M. Black.  The cases are being jointly administered for
procedural purposes.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.


YMCA MILWAUKEE: Gets Final Decree Closing Bankruptcy Case
---------------------------------------------------------
The Hon. Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin issued a final decree and order
closing the Chapter 11 bankruptcy case of The Young Men's Christian
Association of Metropolitan Milwaukee, Inc.

As reported in the Troubled Company Reporter on March 18, 2015, the
Debtors related that on Jan. 30, 2015, they obtained a Court order
confirming their joint plan of reorganization.  The plan has been
substantially consummated and the Debtors' estates are fully
administered.

                      About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.  The
Debtors have engaged Ernst & Young LLP as their financial advisors,
and Reputation Partners, L.L.C. as their public relations advisors.
The Debtors have also tapped Fox, O'Neill & Shannon, S.C. as their
special counsel for real estate matters.

On June 30, 2014, the Official Committee of Unsecured Creditors won
approval to retain Goldstein & McClintock LLLP as its counsel,
provided that the G&M attorney who had represented the BMO
participant may not participate in representation of the Committee.
The Committee also won approval to hire Navera Group, LLC as
financial advisors.


[*] April Bankruptcy Filings Decrease 12% from Previous Year
------------------------------------------------------------
Total bankruptcy filings in the United States decreased 12 percent
in April 2015 over April of last year, according to data provided
by Epiq Systems, Inc.  Bankruptcy filings totaled 77,884 in April
2015, down from the April 2014 total of 88,163.  Consumer filings
declined 11 percent to 75,272 from the April 2015 consumer filing
total of 84,762.  Total commercial filings in April 2015 decreased
to 2,612, representing a 23 percent decline from the 3,401 business
filings recorded in April 2014.  Total commercial chapter 11
filings dipped 41 percent to 405 filings in April 2015 from the 689
commercial chapter 11 filings registered in April 2014.

"Sustained low interest rates for business borrowers, flat consumer
debt levels and the high costs associated with filing for
bankruptcy continue to suppress the filing totals," said ABI
Executive Director Samuel J. Gerdano.  "Fewer consumers and
businesses are turning to the Bankruptcy Code for a financial fresh
start."

To provide distressed companies better access to the rehabilitative
powers of the Bankruptcy Code, the ABI Commission to Study the
Reform of Chapter 11 released its Final Report in December 2014
containing recommendations for modernizing chapter 11 business
reorganizations.  The Commission's Final Report recommends
improvements to the Code to account for today's evolving corporate
climate and to encourage debtors to file before they have to
liquidate.

Total bankruptcy filings for the month of April represented a 5
percent decrease compared to the 81,662 total filings recorded in
March 2015.  Total noncommercial filings for April also represented
a 5 percent decrease from the March 2015 noncommercial filing total
of 79,000.  April's commercial filing total represented a 2 percent
decrease from the March 2015 commercial filing total of 2,662.
April commercial chapter 11 filings also decreased 2 percent when
compared to the 412 filings registered the previous month.

The average nationwide per capita bankruptcy-filing rate in April
was 2.74 (total filings per 1,000 per population), an increase from
the 2.65 rate registered in the first three months of the year.
Average total filings per day in April 2015 were 2,596, a 12
percent decrease from the 2,939 total daily filings in April 2014.
States with the highest per capita filing rates (total filings per
1,000 population) in April 2015 were:

   1. Tennessee (5.63)
   2. Alabama (5.24)
   3. Georgia (4.85)
   4. Illinois (4.66)
   5. Utah (4.31)

ABI has partnered with Epiq Systems, Inc. in order to provide the
most current bankruptcy filing data for analysts, researchers and
members of the news media. Epiq Systems is a leading provider of
managed technology for the global legal profession. To view the
full monthly statistic tables provided by Epiq Systems, be sure to
visit ABI's Newsroom.

For further information about the statistics or additional
requests, please contact ABI Public Affairs Manager John Hartgen at
703-894-5935 or jhartgen@abiworld.org/


[*] Bankruptcy Filings Drop 12% to 77,884 in April 2015
-------------------------------------------------------
Monitor Daily reports that total bankruptcy filings in the U.S.
dropped 12% to 77,884 in April 2015, from 88,163 in April 2014, and
5% from 81,662 in March 2015.

Monitor Daily relates that data provided by Epiq Systems show that
total commercial Chapter 11 filings decreased  41% to 405 filings
in April 2015 from the 689 in April 2014.  According to Monitor
Daily, the April 2015 commercial filings in April 2015 declined 23%
from the 3,401 in April 2014.

Monitor Daily quoted ABI Executive Director Samuel J. Gerdano as
saying, "Sustained low-interest rates for business borrowers, flat
consumer debt levels and the high costs associated with filing for
bankruptcy continue to suppress the filing totals.  Fewer consumers
and businesses are turning to the Bankruptcy Code for a financial
fresh start."

According to LancasterOnline, John A. DiGiamberardino at Case,
DiGiamberardino & Lutz, P.C., said that more people "are just
closing the doors and not filing business bankruptcy."  

"I think businesses are going another route instead of bankruptcy.
Banks are starting to try to work with these debtors outside of
bankruptcy more than they have in the past," LancasterOnline quoted
Matt Samley, at Reese, Samley, Wagenseller, Mecum & Longer, P.C.,
as saying.


                            *********

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 ***