TCR_Public/150512.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 12, 2015, Vol. 19, No. 132

                            Headlines

1058 SOUTHERN: Asks Court to Approve Yuzary Settlement Agreement
2536-38 N. BROAD STREET: Voluntary Chapter 11 Case Summary
ACCUDYNE INDUSTRIES: S&P Revises Outlook & Affirms 'B' CCR
AEMETIS INC: Posts $8.64 Million Net Loss in First Quarter
AEREO INC: Judge Says Creditors Can Vote on Liquidation Plan

AF BORROWER: Moody's Lowers CFR to 'B3', Outlook Positive
AF BORROWER: S&P Revises Outlook to Negative & Affirms 'B' CCR
ALLIED NEVADA: U.S. Trustee Forms 5-Member Equity Committee
AMERICAN ACHIEVEMENT: S&P Lowers CCR to 'CCC+', Outlook Developing
AMERICAN APPAREL: To Hold Annual Meeting on July 16

AMERICAN EAGLE ENERGY: Case Summary & 20 Largest Unsec Creditors
AMERICAN EAGLE: Appoints Marty Beskow as Chief Financial Officer
AMERICAN EAGLE: Files Voluntary Chapter 11 Bankruptcy Petition
AMZG INC: Case Summary & 4 Largest Unsecured Creditors
ARCHDIOCESE OF MILWAUKEE: Hearing on Plan in November

ARRAY BIOPHARMA: Reports $58.3 Million Net Income in 1st Quarter
ARTESYN EMBEDDED: S&P Raises CCR to 'B' on Reduced Leverage
BELLATRIX EXPLORATION: Moody's Rates New $250MM Unsecured Notes B3
BELLATRIX EXPLORATION: S&P Assigns 'B+' CCR, Outlook Stable
BERRY PLASTICS: Posts $38 Million Net Income in Second Quarter

BIOLIFE SOLUTIONS: Posts $1.15 Million Net Loss in First Quarter
BIOPLAN USA: S&P Affirms 'B' CCR & Revises Outlook to Negative
BOYD GAMING: S&P Rates Proposed $500MM Sr. Unsecured Notes 'CCC+'
CAESARS ENTERTAINMENT: Posts $7.63 Billion Net Income in Q1
CONNEAUT LAKE: Tax Creditors Block Bid for More Time to File Plan

CORETEL VIRGINIA: Case Summary & 10 Largest Unsecured Creditors
CORINTHIAN COLLEGES: Everest College Campuses Not Part of Shutdown
CST BRANDS: Moody's Says 2015 First Qtr Results Shows Improvement
CTI BIOPHARMA: Posts $28.6 Million Net Loss in First Quarter
DAVID'S BRIDAL: S&P Lowers CCR to 'B-' on Weak Performance

DEERFIELD RANCH: Court Okays Pachulski Stang as Committee Counsel
DIA-DEN LTD: Case Summary & 4 Largest Unsecured Creditors
DORAL FINANCIAL: Zolfo Cooper's Flaton Okayed as CRO
DTS8 COFFEE: To Relocate Head Office to Vancouver, Canada
EMERALD FALLS: Case Summary & 20 Largest Unsecured Creditors

EQUINIX INC: Telecity Acquisition No Impact on Moody's 'Ba3' CFR
ERIE OTTERS: Picks Preferred Buyer Who Wants to Keep Team in Erie
EVRAZ NORTH: S&P Raises LT Corp. Credit Rating to 'BB-'
FANNIE MAE: Reports Net Income of $1.9 Billion in First Quarter
FILTRATION GROUP: Refinancing No Effect on Moody's 'B2' CFR

FILTRATION GROUP: S&P Affirms 'B' Corp. Credit Rating
FIRST QUANTUM: Fitch Lowers IDR to BB-, Outlook Negative
FREDERICK'S OF HOLLYWOOD: Meeting of Creditors Set for May 27
FRESH PRODUCE: Buyers Plans to Save More Than Half of Stores
FRESH PRODUCE: SVF Broadway Resigns from Creditor's Committee

GARDA WORLD: S&P Lowers CCR to 'B', Outlook Stable
GENERAL IMAGING: Case Summary & 12 Largest Unsecured Creditors
GLOBAL COMPUTER: To Pay $9M to Settle Civil Claims
GOLD RIVER VALLEY: Asks Court to Approve Deal With Tsangs
GRAINGER FARMS: Files for Ch 11, Wants to Use Cash Collateral

GREAT WESTERN: Initiates Sale & Investor Solicitation Process
GUIDED THERAPEUTICS: Amends Tonaquint Note to Extend Due Date
HALCON RESOURCES: Incurs $601 Million Net Loss in First Quarter
HEDWIN CORP: Pays Creditors $8.85MM, Seeks Final Closing Decree
HILTON WORLDWIDE: Moody's Raises CFR to 'Ba3', Outlook Positive

HOUGHTON MIFFLIN: Fitch Affirms 'B+' IDR After Term Loan Upsize
HOUGHTON MIFFLIN: Loan Upsizing to $800MM No Impact on Moody's CFR
HOUGHTON MIFFLIN: S&P Affirms 'B+' CCR, Outlook Stable
INFILTRATOR SYSTEMS: Moody's Assigns 'B2' CFR, Outlook Stable
INT'L ACADEMY OF FLINT: S&P Cuts Rating on 2007 Rev. Bonds to BB+

INTEGRA TELECOM: Moody's Affirms 'B3' Corporate Family Rating
INTERNATIONAL BRIDGE: Files for Ch. 11 With $27.5M in Debt
INTERNATIONAL BRIDGE: Proposes to Use Cash Collateral
INTERNATIONAL TEXTILE: Posts $4.67-Mil. Net Loss in First Quarter
J.R. WILLIAMS: Case Summary & 3 Largest Unsecured Creditors

JAMES RIVER: Seeks Approval of Settlement with Caterpillar
JBS USA: Moody's Assigns Ba1 Rating to New $475MM Term Loan
JEFFERIES FINANCE: Moody's Affirms 'Ba3' Corporate Family Rating
JEFFERIES FINANCE: S&P Revises Outlook to Stable & Affirms B+ ICR
KASPER LAND: Seeks Final Decree Closing Case

KEMET CORP: Reports Preliminary Q4 and Fiscal Year 2015 Results
LANTHEUS MEDICAL: Posts $657,000 Net Income in First Quarter
LIQUIDMETAL TECHNOLOGIES: Posts $2.48 Million Net Loss in Q1
LSI RETAIL II: Has Deal With State Farm on Cash Collateral Use
LUNA GOLD: Executes Financing Agreement with Pacific Roads

MARINA DISTRICT: Moody's Alters Outlook to Stable, Affirms B2 CFR
MARION ENERGY: Seeks to Sell Assets for $40MM to Secured Lender
MARK LEBENS: Court Won't Appoint Registered Process Server
MATAGORDA ISLAND: Case Dismissal Hearing Today
MERRIMACK PHARMACEUTICALS: Posts $34 Million Net Loss in Q1

METRO-GOLDWYN-MAYER: S&P Hikes CCR to BB, Revises Outlook to Stable
MGM RESORTS: MGM Statements Untrue, Says Land & Buildings
MOUNTAIN PROVINCE: Welcomes Societe Generale to Lending Syndicate
MURRAY HOLDINGS: Chapter 15 Case Summary
NATIONAL AIR CARGO: Moody's Cuts B747-400 Financing Rating to Caa2

NEONODE INC: AWM Reports 4.9% Stake as of April 30
NEONODE INC: Posts $2.07 Million Net Loss in First Quarter
NET DATA: Taps Paul A. Beck as New Bankruptcy Counsel
NEW LOUISIANA: Exclusive Plan Filing Period Extended to May 31
ONE SOURCE: Delinquent on Postpetition Payments to US Bank

ONE SOURCE: June 2 Hearing on Bid to Appoint Chapter 11 Trustee
OPTIM ENERGY: Amends Plan, Terminates Sale of Gas Plant Portfolio
OTTER PRODUCTS: S&P Affirms 'B+' Corporate Credit Rating
PARK FLETCHER: Court Enters Interim Cash Collateral Order
PLASTIC2OIL INC: Letter to Stockholders From CEO

PLAYA HOTELS: S&P Affirms 'B-' Rating on $425MM Sr. Unsecured Notes
PLY GEM HOLDINGS: Incurs $48.8 Million Net Loss in First Quarter
PREMIER DENTAL: Moody's Lowers CFR to 'Caa1', Outlook Negative
PROLOGIS INC: Fitch Rates $78.2 Million Preferred Stock 'BB+'
PROQUEST LLC: S&P Retains 'B' Rating on Secured 1st Lien Loan

PROSPECT PARK: Seeks July 6 Extension of Solicitation Period
QUALITY DISTRIBUTION: Moody's Reviews 'B2' CFR for Downgrade
QUALITY DISTRIBUTION: Posts $2.52 Million Net Income in 1st Quarter
QUALITY DISTRIBUTION: To Sell to Apax for $800 Million
QUANTUM CORP: Achieves Agreed Business Plan Objectives

QUANTUM CORP: Jeffrey Smith Resigns From Board of Directors
QUANTUM CORP: Posts $12.9 Million Net Income in First Quarter
QUANTUM CORP: Starboard Value Reports 16.1% Stake as of May 6
RAAM GLOBAL: S&P Withdraws 'D' Corporate Credit Rating
RAAM GLOBAL: Terminates Voluntary Filing of Reports with SEC

RADIOSHACK CORP: Seeks Sept. 3 Extension of Lease Decision Date
RANGE RESOURCES: Moody's Rates New $500MM Sr. Unsec Notes 'Ba1'
RANGE RESOURCES: S&P Rates $500MM Sr. Unsecured Notes 'BB+'
SABINE OIL: Obtains Forbearance From Lender Until June 30
SAN BERNARDINO, CA: To Release Bankruptcy Exit Plan on May 14

SANDRIDGE ENERGY: Moody's Cuts CFR to B3, Outlook to Negative
SANUWAVE HEALTH: Provides an Update on DermaPACE Clinical Trial
SCIENTIFIC GAMES: Extends Larry Potts' Employment by Two Years
SCIENTIFIC GAMES: Posts $86.4 Million Net Loss in First Quarter
SCITOR CORP: Moody's Withdraws 'B2' Corporate Family Rating

SEARS HOLDINGS: Stockholders Elect 8 Directors
SEQUENOM INC: Files First Quarter Form 10-Q
SERVICE CONSULTING: Case Summary & 12 Largest Unsecured Creditors
SHASTA ENTERPRISES: Bank Wants Stay Lifted To Enforce Rights
SHASTA ENTERPRISES: Court OKs Evanhoe Kellog as Trustee Accountant

SIERRA HAMILTON: Moody's Cuts CFR to Caa1, Outlook Negative
SIMPLY FASHION: 341 Meeting of Creditors Set for May 27
SIMPLY FASHION: Going Out of Business Sales Begin Nationwide
SIMPLY FASHION: US Trustee Forms Creditors Committee
SM ENERGY: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'

SM ENERGY: S&P Assigns 'BB' Rating on $400MM Sr. Unsecured Notes
SOLAR POWER: Signs $25 Million Purchase Agreement with Yes Yield
SOLOMON TECHNOLOGY: Case Summary & 18 Largest Unsecured Creditors
STEREOTAXIS INC: Incurs $3.13 Million Net Loss in First Quarter
STERIGENICS-NORDION HOLDINGS: Moody's Rates New $450MM Notes Caa1

STOCKBRIDGE/SBE: S&P Affirms 'CCC' CCR, Outlook Negative
TEINE ENERGY: S&P Raises Rating on Sr. Unsecured Notes to 'B-'
TEX-LINE INC: Voluntary Chapter 11 Case Summary
THERAPEUTICSMD INC: Incurs $20.8 Million Net Loss in First Quarter
TRIBUNE PUBLISHING: MLIM Acquisition No Impact on Moody's 'B1' CFR

TRIBUNE PUBLISHING: S&P Keeps B+ Sec. Loan Rating on $50MM Add-On
TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative
UNIVERSAL HEALTH: Court OKs Shumaker Loop as Trustee's Counsel
VIGGLE INC: To Present at B. Riley & Co. Investor Conference
VIPER VENTURES: Lender Seeks Dismissal of Chapter 11 Case

VISCOUNT SYSTEMS: Paul Goldenberg Quits From Board of Directors
VIVARO CORP: Court Approves Hiring of Cozen O'Connor as Counsel
WALTER ENERGY: Posts $80.2 Million Net Loss in First Quarter
WALTER ENERGY: To Make $62.7-Million Interest Payment
WENDY'S CO: S&P Lowers Corporate Credit Rating to B, Outlook Stable

WEST COAST: US Trustee Forms Creditor's Committee
WEST CORP: Reports $80.5 Million Net Income in First Quarter
WORLD ACCEPTANCE: Moody's Assigns B2 Corp. Family Rating
WORLD ACCEPTANCE: S&P Assigns B+ Issuer Credit Rating, Outlook Neg.
[*] Cravath's Richard Levin to Join Jenner & Block

[^] Large Companies With Insolvent Balance Sheet

                            *********

1058 SOUTHERN: Asks Court to Approve Yuzary Settlement Agreement
----------------------------------------------------------------
1058 Southern Blvd. Realty Corp. asks to the Bankruptcy Court for
approval of a settlement agreement between the Debtor and Haim
Yuzary resolving the secured claim filed by Yuzary against the
Debtor.

1058 Southern Blvd. Realty Corp. and Yuzary have agreed to allow
the claim as a secured claim against the Debtor in the total amount
of $750,000. The Debtor contends the Settlement Agreement is fair
and reasonable and the resolution of the Claim as outlined in the
Settlement Agreement is in the best interests of the Debtor's
estate and its creditors.

Yuzary asserts a secured claim in the amount of $2,962,178.84 in
connection with an alleged mortgage and judgment against a property
of the Debtor.

The Court is slated to hold a hearing to approve the Settlement on
May 18, 2015 at 12:00 p.m.  Objections to the Debtor's Motion were
due May 11.  

1058 Southern Blvd. Realty Corp. is represented by:

     Gerard R. Luckman, Esq.
     Brian Powers, Esq.
     SILVERMANACAMPORA LLP
     100 Jericho Quadrangle, Suite 300
     Jericho, NY 11753
     Telephone: (516) 479-6300
     Email: GLuckman@SilvermanAcampora.com
            BPowers@SilvermanAcampora.com

                About 1058 Southern Blvd. Realty Corp.

1058 Southern Blvd. Realty Corp., owner and operator of a mixed-use
multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on Oct.
3, 2014.  Miriam Shasho signed the petition as president of the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and liabilities of $1 million to $10 million.  The case is assigned
to Judge Robert E. Gerber.  The Debtor has tapped lawyers at
SilvermanAcampora, LLP, in Jericho, New York, led by Gerard R.
Luckman, Esq., as counsel.

An order authorizing the Debtor's sale of real property located at
1054 1058 Southern Blvd., Bronx, New York, was entered on February
19, 2015.  On March 30, 2015, the Court entered an Order confirming
the bankruptcy plan for the Debtor.


2536-38 N. BROAD STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: 2536-38 N. Broad Street Associates, L.P.
        1301 North 31st Street, STE 5
        Philadelphia, PA
        Philadelphia, PA 19121-4403

Case No.: 15-13321

Chapter 11 Petition Date: May 8, 2015

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Eric L. Frank

Debtor's Counsel: David B. Smith, Esq.
                  SMITH KANE HOLMAN, LLC
                  112 Moores Road, Suite 300
                  Malvern, PA 19355
                  Tel: (610) 407-7217
                  Fax: (610) 407-7218
                  Email: dsmith@smithkanelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Slavko S. Brkich, president of Slavko
Properties, Inc. (Debtor's gp).

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.



ACCUDYNE INDUSTRIES: S&P Revises Outlook & Affirms 'B' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
U.S.-based industrial products manufacturer Accudyne Industries
Borrower S.C.A. to negative from stable.  S&P also affirmed its 'B'
corporate credit rating on the company.

In addition, S&P is affirming its 'B+' issue-level rating on the
company's senior secured credit facilities.  The recovery rating on
this debt remains '2', indicating S&P's expectation of substantial
(70% to 90%; in the low end of the range) recovery in the event of
a payment default.  At the same time, S&P is affirming its 'CCC+'
rating on the senior unsecured notes.  The recovery rating on this
debt remains '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a default.

"The negative outlook reflects our expectation that credit measures
will weaken further in 2015 because of lower demand in oil and gas
end markets, where the company generates about 40% of its revenues,
and slowing growth in China," said Standard & Poor's credit analyst
Svetlana Olsha.  "In 2014, softness in these markets and the
relative strength of the U.S. dollar resulted in leverage metrics
of 7.7x debt to EBITDA and about 5% funds from operations to debt,"
she added.

Accudyne's good market positions, engineering capabilities, and a
geographically diverse distribution network support S&P's "fair"
business risk profile assessment on the industrial products
manufacturer.  However, the company operates in competitive and
cyclical markets.  Accudyne competes with both larger diversified
industrial manufacturers (such as Atlas Copco AB, Ingersoll-Rand
PLC, and Flowserve Corp.) and smaller specialty manufacturers, and
S&P believes it will continue to hold one of the top three market
positions in most of its addressable markets.  S&P expects
Accudyne's primary three brands -- Milton Roy, Sundyne, and Sullair
-- to continue commanding premium pricing.  The company's customers
should remain less price-sensitive due to the mission-critical
nature of products designed to operate in end markets (such as oil
and gas, chemical, and mining) where downtime is costly.

Accudyne's credit measures are currently stretched due to weak
demand in oil and gas end markets and the strong U.S. dollar.  S&P
expects credit measures to weaken further in 2015 to more than 8x
debt to EBITDA, and then start to recover in 2016.  Despite
challenging operating conditions, S&P expects the company to
maintain its good profitability and to generate free cash flow of
about $75 million annually.

S&P could lower the rating if end markets are likely to be weaker
than S&P expects, causing revenues to decline further and leverage
to remain above 8x debt to EBITDA and 5% or less of FFO to debt.
S&P could also lower the rating if it appears likely that the
company will draw on its revolver to an extent that triggers the
leverage covenant and the company is not likely to have 15%
headroom.

S&P could revise the outlook to stable if it expects operating
performance to stabilize so that FFO to total debt appears likely
to remain above 5% and debt to EBITDA approaches 7x.  This could
occur if, for example, Accudyne's revenues increase in the
mid-single-digit range and the company uses free cash flow to repay
debt.



AEMETIS INC: Posts $8.64 Million Net Loss in First Quarter
----------------------------------------------------------
Aemetis, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $8.64
million on $34.7 million of revenues for the three months ended
March 31, 2015, compared to net income of $7.68 million on $60.7
million of revenues for the same period in 2014.

As of March 31, 2015, the Company had $93.3 million in total
assets, $109 million in total liabilities and a $15.6 million total
stockholders' deficit.

Cash and cash equivalents were $5.5 million at March 31, 2015, of
which $5.2 million was held in the Company's North American
entities and $0.3 million was held in its Indian subsidiary.

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

                       http://is.gd/B5vdPm
   
                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.


AEREO INC: Judge Says Creditors Can Vote on Liquidation Plan
------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that a bankruptcy judge said creditors of what remains of defunct
TV-streaming service Aereo Inc. can vote on the company's plan,
which promises to pay them about 11 cents on the dollar.

                         About Aereo Inc.

With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on Internet-connected devices, such as personal
computers, tablet devices, and "smartphones."   Aero provided to
each subscriber access, via the Internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.

Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-13200) in Manhattan, New York, on Nov. 20, 2014.  The
Chapter 11 filing came five months after the U.S. Supreme Court
ruled the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act, and thus was violating
broadcasters' copyrights because it wasn't paying broadcasters any
fees.

The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel.  The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers.  Prime Clerk LLC is the claims and notice agent.

The Debtor disclosed $22.2 million in assets and $2.78 million in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors.  Stinson Leonard
Street LLP serves as the Committee's counsel.


AF BORROWER: Moody's Lowers CFR to 'B3', Outlook Positive
---------------------------------------------------------
Moody's Investors Service downgraded AF Borrower LLC's corporate
family rating to B3 from B2. Moody's also downgraded it Probability
of Default rating and first and second lien debt ratings as
outlined below. AF Borrower LLC, is a recently formed entity set up
to combine Accuvant, Inc. and Fishnet Security, Inc., two
value-added resellers of security software and services. The
downgrade was driven by the proposed increase in debt to fund a
distribution to shareholders. The ratings outlook is positive.

The downgrade to B3 was driven by the significant increase in debt
shortly after closing the merger of Accuvant and FishNet (January
2015) and the elimination of equity from the capital structure. The
proposed shareholder distribution effectively takes out all the
equity invested in the company. Leverage, pro forma for certain
transaction costs and the proposed distribution is just under 8x
based on March 2015 results of the combined companies. Leverage
over 6x is considered exceptionally high for a low margin (4% 2014
EBITDA margin) value-added-reseller. Free cash flow is also
expected to be modest over the next year, with run-rate free cash
flow to debt of approximately 2-3%, in line with other B3 rated
software and services companies.

Though the ratings were downgraded, the ratings have potential to
be upgraded if the company successfully integrates the two
companies, growth remains exceptionally strong and the company
refrains from additional debt financed distributions. The positive
ratings outlook reflects the strong growth prospects and potential
to de-lever. Revenues and EBITDA are expected to grow at double
digit rates over the next several years driven by strong security
industry trends and leverage could decline to 6x or below. The
ratings could be upgraded if leverage is on track to fall to 6x and
free cash flow to debt is on track to exceed 5%. The ratings could
be downgraded if leverage exceeds 8x on other than a temporary
basis or free cash flow is negative on other than a temporary
basis.

Liquidity is expected to be adequate based on $5 million of cash on
hand at closing, an undrawn $75 million asset backed revolving
credit facility (downsized from $85 million) and modest positive
free cash flow (excluding transaction costs).

Downgrades:

Issuer: AF Borrower LLC (Accuvant)

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

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- First Lien Senior Secured Bank Credit Facility, Downgraded
     to B2 (LGD3) from B1 (LGD3)

  -- Second Lien Senior Secured Bank Credit Facility, Downgraded
     to Caa2 (LGD5) from Caa1 (LGD5)

  -- Outlook: Positive

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.

AF Borrower is a provider of security software and services.
Revenues pro forma for a full year of Accuvant and FishNet
operations were approximately $1.5 billion in 2014.


AF BORROWER: S&P Revises Outlook to Negative & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Denver-based AF Borrower LLC to negative from stable and affirmed
its 'B' corporate credit rating.

At the same time, S&P affirmed its 'B' issue-level rating with a
recovery rating of '3' on the company's $410 million first-lien
term loan.  The '3' recovery rating indicates expectations for
meaningful (50% to 70%; at the lower end of the range) recovery of
principal in the event of default.  In addition, S&P affirmed the
'CCC+' issue-level rating with a '6' recovery rating on the
company's $195 million second-lien term loan.  The '6' recovery
rating indicates expectations for negligible (0% to 10%) recovery
in the event of payment default.

Also, the company will reduce the size of its asset-based revolving
credit facility (unrated) to $75 million from $85 million.

"The outlook revision reflects leverage in the low-8x area pro
forma for the transaction and our view that underperformance
relative to our base-case scenario could result in leverage
sustained above the high-6x area over the next year, which would
likely precipitate a downgrade," said Standard & Poor's credit
analyst Christian Frank.



ALLIED NEVADA: U.S. Trustee Forms 5-Member Equity Committee
-----------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region 3,
appointed these persons to the Committee of Equity Security Holders
in connection with the case of debtor Allied Nevada Gold Corp.:

     1. James Anderson
        P.O. Box 884432
        Sioux Falls, SD
        Phone: (605) 338-0483

     2. John Connor
        Phone: (310) 773-0708

     3. Ajay Maskar
        Phone: (916) 365-5765

     4. George Murphy
        P.O. Box 3684
        West Palm Beach, FL
        Phone: (561) 512-2136

     5. Michael Richey
        Phone: (704) 560-6218

                      About Allied Nevada

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

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

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

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

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



AMERICAN ACHIEVEMENT: S&P Lowers CCR to 'CCC+', Outlook Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Austin, Texas-based American Achievement Corp. to
'CCC+' from 'B-'.  The outlook is developing.

At the same time, S&P lowered its issue-level rating on the
company's 10.875% senior secured notes due 2016 to 'CCC+' from 'B-'
and revised the recovery rating on this debt to '3' from '4'. The
'3' recovery rating indicates S&P's expectation for meaningful (50%
to 70%; lower half of the range) recovery for lenders in the event
of a payment default.

"The rating action reflects our view that AAC is dependent upon
favorable business, financial, and economic conditions to meet its
financial commitments," said Standard & Poor's credit analyst
Thomas Hartman.

The developing outlook reflects the possibility that the rating
could be raised over the next several months if AAC successfully
refinances its current capital structure, or that the rating would
be lowered if AAC is unable to refinance its senior secured notes
or engages in a distressed exchange to address its impending
maturities.

S&P would lower the rating if it becomes clear that the company
will be unable to refinance its senior secured notes or that the
company will engage in a distressed exchange to address its
impending maturities.  S&P could also lower the rating if available
liquidity drops below $10 million.

S&P could raise the rating if the company is able to refinance its
capital structure, and S&P believes the company's capital structure
is sustainable.



AMERICAN APPAREL: To Hold Annual Meeting on July 16
---------------------------------------------------
American Apparel, Inc., will hold its 2015 annual meeting of
stockholders on July 16, 2015.  Additional details concerning the
time, location and record date for that meeting will be announced
at a future time.

                      About American Apparel

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

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

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

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

                           *     *     *

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

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


AMERICAN EAGLE ENERGY: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: American Eagle Energy Corporation
        2549 W. Main Street, Suite 202
        Littleton, CO 80120

Case No.: 15-15073

Type of Business: Engaged in the acquisition, exploration and
                  development of oil and gas properties.  

Chapter 11 Petition Date: May 8, 2015

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Howard R Tallman

Debtor's Counsel: Elizabeth A. Green, Esq.
                  BAKER & HOSTETLER LLP
                  200 S. Orange Ave.
                  Suntrust Center, Ste. 2300
                  Orlando, FL 32801-3432
                  Tel: 407-649-4000
                  Fax: 407-841-0168
                  Email: egreen@bakerlaw.com

Total Assets: $211.8 million

Total Debts: $215.2 million

The petition was signed by Bradley M. Colby, president, chief
executive officer and director.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
640 Energy, LLC                    frac fluid heating    $333,080
1400 16th Street, Suite 400
Denver, CO 80202

Arctic Energy Services, LLC        well fluid testing    $320,691
PO Box 1321
Glenrock, WY 82637

Atlas Tubular, LP                  tubular products      $160,893
                                       supplier

Cruz Energy Services, LLC          drilling rig          $521,732
7000 E. Palmer-Wasilla Hwy         mobilization
Palmer, AK 99645

Dishon Disposal, Inc.              water disposal        $196,280

DNOW L.P.                          equipment supplier    $276,169
NOV Wilson, L.P.
PO Box 200822
Dallas, TX 75320-0822

GE Oil & Gas Pressure Control      equipment provider    $219,822
LP

Halliburton Energy Services, Inc.    high pressure     $3,451,391
PO Box 301341                      pumping services
Dallas, TX 75303-1341

Hydratek, Inc.                     tubular testing and   $319,754
12069 Highway 16                       inspection
Sidney, MT 59270

Jacam Chemicals 2013, LLC          chemicals provider    $183,810

KLX Energy Services, LLC           equipment rental      $206,578

Liberty Oilfield Services, LLC     frac services         $497,460
950 17th Street
Suite 2000
Denver, CO 80202

National Oilwell Varco             equipment provider    $111,169

Northern States Completions        equipment provider    $294,444
PO Box 1267
Dallas, TX 75320-1224

Precision Completion & Production  equipment provider    $522,970
Svcs.
PO Box 204789
Dallas, TX 75320-4789

Receivables Control Corp.             pumping unit       $147,730
                                        provider

Samson Resources Company              well operator      $326,487
PO Box 972282
Dallas, TX 75397-2282

Schlumberger Lift Solutions           pumping unit       $209,246
Canada Ltd.                              provider

Super Heaters, North Dakota LLC        frac fluid        $321,317
PO Box 421328                        heating services
Houston TX 77242-1328

Well Water Solutions and Rentals, Inc.  tank rental      $228,674
PO Box 2105
Casper, WY 82602


AMERICAN EAGLE: Appoints Marty Beskow as Chief Financial Officer
----------------------------------------------------------------
American Eagle Energy Corporation announced that, effective as of
the close of business on April 30, 2015, Kirk Stingley resigned as
the Company's chief financial officer to pursue other interests in
the private sector.  

Effective as of the opening of business on May 1, 2015, Martin J.
(Marty) Beskow, age 44, became the Company's chief financial
officer.  Mr. Beskow will also continue as vice president of
Capital Markets and Strategy, the role in which he has served
American Eagle since he joined the Company in October of 2013.

"We thank Kirk for his many years of dedicated service to us and
welcome Marty to his increased role," said Brad Colby, American
Eagle's chief executive officer and president.  "We are certain
that he will continue to make a significant contribution to our
company."

                        About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

For the 12 months ended Dec. 31, 2014, the Company reported a net
loss of $92.2 million on $60.54 million of oil and gas sales
compared to net income of $1.59 million on $43.1 million of oil and
gas sales in 2013.

As of Dec. 31, 2014, the Company had $270.93 million in total
assets, $224 million in total liabilities, and $47.0 million in
total stockholders' equity.

                          *     *     *

As reported by the TCR in March 2015, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
American Eagle Energy Corp. to 'D' from 'CCC+'.

"We lowered the rating after American Eagle missed an interest
payment for $9.8 million due March 2, 2015, on its $175 million
senior secured notes due 2019," said Standard & Poor's credit
analyst Christine Besset.

The TCR reported on Jan. 26, 2015, that Moody's Investors Service
downgraded American Eagle's Corporate Family Rating to 'Ca' from
'Caa1'.

"The downgrade of American Eagle Energy's ratings reflect the
company's weak liquidity profile and unsustainable capital
structure," commented Gretchen French, Moody's vice president.
"With the company facing cyclically low oil prices in 2015 and into
2016, the risk of default or a debt restructuring, including the
potential for a distressed exchange, has increased."


AMERICAN EAGLE: Files Voluntary Chapter 11 Bankruptcy Petition
--------------------------------------------------------------
American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions in the United
States Bankruptcy Court for the District of Colorado seeking relief
under the provisions of Chapter 11 of Title 11 of the Unites States
Code.

American Eagle will continue to operate the business as
debtors-in-possession under the jurisdiction of the Bankruptcy
Court. American Eagle has filed a series of motions with the
Bankruptcy Court requesting authority to continue normal
operations, including requesting Bankruptcy Court authority to
continue paying employee wages and salaries and providing employee
benefits without interruption.

American Eagle's Chief Executive Officer and President, Brad Colby,
stated: "We believe the Chapter 11 process will provide flexibility
for American Eagle to pursue viable options for asset sales or
other alternatives with the goal of maximizing the value of the
enterprise for our stakeholders."

For access to Bankruptcy Court documents and other general
information about the Chapter 11 cases, please visit
http://www.cob.uscourts.gov/

American Eagle has also established a telephone hotline and email
address to respond to inquiries from interested parties regarding
the Chapter 11 cases.  The telephone hotline is (212)-389-8910. The
email address is AMZG@canaccordgenuity.com

American Eagle's legal advisors are Baker & Hostetler LLP.
Canaccord Genuity Inc. is serving as financial advisor.

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.


AMZG INC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: AMZG, Inc.
        2549 W. Main Street, Suite 202
        Littleton, CO 80120

Case No.: 15-15074

Chapter 11 Petition Date: May 8, 2015

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Howard R Tallman

Debtor's Counsel: Elizabeth A. Green, Esq.
                  BAKER & HOSTETLER LLP
                  200 S. Orange Ave.
                  Suntrust Center, Ste. 2300
                  Orlando, FL 32801-3432
                  Tel: 407-649-4000
                  Fax: 407-841-0168
                  Email: egreen@bakerlaw.com

Total Assets: $10,885

Total Debts: $175 million

The petition was signed by Bradley M. Colby, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob15-15074.pdf


ARCHDIOCESE OF MILWAUKEE: Hearing on Plan in November
-----------------------------------------------------
Annysa Johnson at the Milwaukee-Wisconsin Journal Sentinel reports
that U.S. Bankruptcy Judge Susan V. Kelley will hold in November
2015 the hearing to consider Archdiocese of Milwaukee's
reorganization plan.

Journal Sentinel relates that before any Plan can be approved,
legal battles loom, which include: (i) whether Judge Kelley has
jurisdiction to grant parishes a blanket protection against future
lawsuits, a key provision of the Archdiocese's plan; and (ii)
whether the Archdiocese must provide its creditors committee with
additional documents involving the cemetery trust.

According to Journal Sentinel, the committee of unsecured creditors
argued that Judge Kelley lacks the jurisdiction to grant the broad
waiver of liability sought by the Archdiocese for its parishes and
other entities.

Citing the Archdiocese's lawyers, Journal Sentinel states that the
Archdiocese will be putting more money from its disputed $66
million cemetery trust into the bankruptcy estate in response to a
recent decision by the 7th Circuit U.S. Court of Appeals.  

The creditors committee, Journal Sentinel reports, said it needs
the additional church documents to prove its accusations that the
2008 transfer of then $57 million into the newly created trust was
a fraudulent conveyance prohibited by law.  The report states that
as part of the Plan, Judge Kelley would have to determine the
reasonableness of the cemetery trust settlement based in part on
whether the committee would prevail on that argument.  According to
the report, the Archdiocese has maintained that the funds were
always held "in trust," but that the new instrument merely
formalized that arrangement.

                   About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.  The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics in
the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.


ARRAY BIOPHARMA: Reports $58.3 Million Net Income in 1st Quarter
----------------------------------------------------------------
Array BioPharma Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $58.3 million on $6.60 million of total revenue for the three
months ended March 31, 2015, compared to a net loss of $24.9
million on $7.77 million of total revenue for the same period in
2014.

For the nine months ended March 31, 2015, the Company reported net
income of $22.1 million on $39.6 million of total revenue compared
to a net loss of $57.0 million on $36.1 million of total revenue
for the same period a year ago.

As of March 31, 2015, the Company had $208 million in total assets,
$158 million in total liabilities, and $50.2 million in total
stockholders' equity.

The Company has incurred operating losses and an accumulated
deficit as a result of ongoing research and development spending
since inception.  As of March 31, 2015, the Company had an
accumulated deficit of $696 million.

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

                        http://is.gd/9vwY3x

                       About Array Biopharma

Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma.  In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.

Array Biopharma incurred a net loss of $85.3 million for the year
ended June 30, 2014, a net loss of $61.9 million for the year
ended June 30, 2013, and a net loss of $23.6 million for the year
ended June 30, 2012.

"If we are unable to generate enough revenue from our existing or
new collaboration and license agreements when needed or to secure
additional sources of funding, it may be necessary to
significantly reduce the current rate of spending through further
reductions in staff and delaying, scaling back, or stopping
certain research and development programs, including more costly
Phase 2 and Phase 3 clinical trials on our wholly-owned or co-
development programs as these programs progress into later stage
development.  Insufficient liquidity may also require us to
relinquish greater rights to product candidates at an earlier
stage of development or on less favorable terms to us and our
stockholders than we would otherwise choose in order to obtain up-
front license fees needed to fund operations.  These events could
prevent us from successfully executing our operating plan and, in
the future, could raise substantial doubt about our ability to
continue as a going concern," according to the quarterly report
for the period ended Sept. 30, 2014.


ARTESYN EMBEDDED: S&P Raises CCR to 'B' on Reduced Leverage
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating to 'B' from 'B-' on Tempe, Ariz.-based Artesyn Embedded
Technologies Inc.  The outlook is stable.

At the same time, S&P raised its issue rating to 'B' from 'B-' on
Artesyn's senior secured debt.  The recovery rating remains '3',
indicating S&P's expectation for meaningful (50% to 70%; on the
higher end of the range) recovery in a payment default.

"Our upgrade of Artesyn reflects our view of the company's improved
sales execution in embedded power and computing solutions and
continued strength in smartphone chargers over 2014, resulting in
reduced leverage and an improved financial risk profile," said
Standard & Poor's credit analyst Sylvester Malapas.

The stable outlook reflects S&P's view of Artesyn's improved
profitability and growing free operating cash flow despite a highly
competitive operating environment.



BELLATRIX EXPLORATION: Moody's Rates New $250MM Unsecured Notes B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Bellatrix
Exploration Ltd's proposed US$250 million senior unsecured notes.
Moody's also assigned a B1 Corporate Family Rating (CFR), a B1-PD
Probability of Default Rating and a SGL-2 Speculative Grade
Liquidity rating to Bellatrix. The rating outlook is stable. This
is the first time that Moody's has rated Bellatrix.

The proceeds of the notes will be used to repay drawings under the
revolver.

Issuer: Bellatrix Exploration Ltd.

  -- Probability of Default Rating, Assigned B1-PD

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Corporate Family Rating, Assigned B1

  -- Senior Unsecured Regular Bond/Debenture , Assigned B3(LGD5)

The B1 Corporate Family Rating (CFR) reflects the risks of
Bellatrix's concentration in the Deep Basin play in western
Alberta, high proportion of natural gas, weak margins and
consequent weak leveraged full-cycle ratio (LFCR). The rating
favorably recognizes the company's sizeable production base
compared to similarly rated peers, solid leverage metrics, and
competitive finding and development (F&D) costs.

Bellatrix's SGL-2 liquidity rating reflects good liquidity through
March 2016. Pro forma for the May 2015 notes issuance, Bellatrix's
C$725 million revolver, due May 2017, will be automatically reduced
by an amount equal to the Canadian dollar equivalent of the debt
service requirements of the notes. Bellatrix will have minimal cash
and less than C$415 million available under its revolver. Moody's
expects positive free cash flow of about C$30 million over the next
12 months through March 2016, which will be used to pay down
outstanding revolver drawings. Bellatrix should remain in
compliance with its three financial covenants through this period.
Bellatrix also has the flexibility to raise funds from asset sales
and/or by entering joint venture partnerships.

Under Moody's Loss Given Default (LGD) Methodology, Bellatrix's
U$250 million unsecured notes are rated B3, two notches below the
B1 CFR, reflecting the priority ranking of the senior secured
credit facilities relative to the unsecured notes.

The stable outlook reflects Moody's expectation of modest growth in
production with leverage remaining in line with the rating.

The rating could be upgraded if Bellatrix continues to grow in size
and scale (daily production approaching 70,000 boe/d) at
competitive returns while improving retained cash flow to debt to
30%.

The rating could be downgraded if leverage deteriorates such that
retained cash flow to debt is sustained below 15%, or if production
or reserves decline materially.

Bellatrix is a Calgary, Alberta-based independent exploration and
production company with operations in the Deep Basin play in west
central Alberta. Bellatrix's first quarter 2015 net of royalties
production was about 36,000 barrel of oil equivalent per day.

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


BELLATRIX EXPLORATION: S&P Assigns 'B+' CCR, Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
long-term corporate credit rating to Calgary, Alta.-based Bellatrix
Exploration Ltd.  The outlook is stable.  At the same time,
Standard & Poor's assigned its 'B-' issue-level rating and '6'
recovery rating to the company's proposed US$250 million senior
unsecured notes.  The '6' recovery rating indicates S&P's
expectation of negligible (0%-10%) recovery in its default
scenario.

"The ratings on Bellatrix reflect Standard & Poor's assessment of
the company's vulnerable business risk profile, its significant
financial risk profile, and its adequate liquidity," said Standard
& Poor's credit analyst Aniki Saha-Yannopoulos.  Risk factors
include the company's operations in the highly volatile and
capital-intensive exploration and production (E&P) industry, modest
scale of operations, and geographic concentration.  S&P believes
offsetting these weaknesses are Bellatrix's competitive full-cycle
cost profile, low maintenance capital expenditure requirements, and
plans to keep forecast capital expenditures within internally
generated cash flow during the current low commodity price
environment, which our hydrocarbon price assumptions estimate will
continue throughout our 2015-2017 cash flow forecasting period.

Bellatrix is an E&P company focused on two resource plays -- the
Spirit River's Notikewin/Falher natural gas liquids (NGL)-rich gas
and Cardium light oil intervals in Western Canada.  Pro forma the
notes offering, Bellatrix will have about C$742 million in adjusted
debt.  Including S&P's adjustments to debt (operating leases and
asset retirement obligations), we expect the company to end 2015
with 4.0x-4.5x debt-to-EBITDA and funds from operations
(FFO)-to-debt at 15%-20%.

The stable outlook reflects Standard & Poor's view that Bellatrix's
production will continue to improve following the processing plant
becoming fully operational in mid-2015.  Although S&P expects the
company to end 2015 with FFO-to debt at 15%-20%, we expect the
measure to improve to 25% or higher in 2016 as Bellatrix benefits
from a full year of processing plant activity.

S&P would take a negative action if it expects a significant delay
in the company's production growth, which would in turn materially
pressure cash flow generation.  Also, a negative action could occur
if S&P expects the three-year (2015-2017) weighted FFO-to-debt to
drop below 20% at its current commodity price assumptions with no
expectation of improvement.

A positive rating action would be contingent on Bellatrix's scale,
scope, and diversity strengthening through a combination of
increased production and reserves growth.  S&P would expect that,
during this transition, the company will maintain its financial
risk profile.  S&P would be unlikely to raise the ratings if credit
measures improve only due to stronger commodity prices, because of
the inherent cash flow volatility associated with hydrocarbon price
movements.



BERRY PLASTICS: Posts $38 Million Net Income in Second Quarter
--------------------------------------------------------------
Berry Plastics Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
consolidated net income of $38 million on $1.22 billion of net
sales for the quarter ended March 28, 2015, compared to
consolidated net income of $12 million on $1.21 billion of net
sales for the quarter ended March 29, 2014.

For the two quarterly period ended March 28, 2015, the Company
reported consolidated net income of $51 million on $2.44 billion of
net sales compared to consolidated net income of $18 million on
$2.35 billion of net sales for the two quarterly period ended March
29, 2014.

As of March 28, 2015, the Company had $5.21 billion in total
assets, $5.28 billion in total liabilities, and a $86 million total
stockholders' deficit.

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

                        http://is.gd/WC7T6n

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a manufacturer of
films and flexible packaging for food, personal care, medical,
agricultural and industrial applications.

                           *     *     *

As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to 'B1' from
'B2'.  The upgrade of the corporate family rating reflects the
pro-forma benefits from the recent restructuring and acquisitions.


BIOLIFE SOLUTIONS: Posts $1.15 Million Net Loss in First Quarter
----------------------------------------------------------------
BioLife Solutions, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.15 million on $1.5 million of product revenue for the three
months ended March 31, 2015, compared to a net loss of $559,000 on
$2.06 million of product revenue for the same period in 2014.

As of March 31, 2015, Biolife had $15.2 million in total assets,
$2.31 million in total liabilities, and $12.8 million in total
shareholders' equity.

Mike Rice, BioLife's president & CEO, said, "In the first quarter
of 2015 we realized strong growth in proprietary product sales to
the regenerative medicine market.  Our installed customer base in
this high growth market is a strategic asset for BioLife.  With our
products embedded in approximately 185 pre-clinical validation
projects and clinical trials, we have tremendous upside and the
potential for significant revenue and earnings growth over the next
several years as some number of these customers obtain regulatory
approval and commence large scale commercial manufacturing of their
cellular therapeutic products."

Mr. Rice continued, "During the quarter, we made significant
progress toward completing the development of our cloud-based
shipping logistics app that receives and displays data from SAVSU's
EVO smart shipping container.  For the first time, companies and
organizations that ship temperature and environmentally sensitive
biologic payloads will be able to self-monitor and self-manage the
logistics for these precious and expensive cargos and also improve
several key indicators of the quality of their delivery practices.
We believe biologistex will disintermediate the value chain in
biologistics management of sensitive biologic payloads by
empowering consumers to create more value internally, and to reduce
reliance on expensive turnkey service providers."

The Company expects to end the year with approximately $4 million
in cash, cash equivalents and short term investments.  The
estimated use of cash in 2015 includes substantial costs related to
the development and marketing launch of our biologistex Cold Chain
Management service.  The Company anticipates that its current level
of cash and cash equivalents is sufficient to meet its liquidity
needs for the foreseeable future and does not expect a need to
raise operating capital in 2015 or 2016.

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

                        http://is.gd/5B0edn

                       About BioLife Solutions

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

BioLife Solutions reported a net loss of $3.30 million on $6.19
million of total revenue for the year ended Dec. 31, 2014, compared
with a net loss of $1.08 million on $8.94 million of total revenue
during the prior year.


BIOPLAN USA: S&P Affirms 'B' CCR & Revises Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings,
including the 'B' corporate credit rating, on New York-based
Bioplan USA Inc. and revised the outlook on the company to negative
from stable.

"The outlook revision reflects the potential for a downgrade over
the coming 12 months if the company is unable to improve operating
performance and starts to generate meaningful discretionary cash
flow" said Standard & Poor's credit analyst Elton Cerda.

"In 2014, the company experienced unfavorable currency movements,
which impacted revenue and EBITDA significantly," he added.
"Additionally, two of its facilities, one in New Jersey and one in
Sao Paulo, experienced operational issues that the company
addressed in the first quarter of 2015."

The 'B' corporate credit rating on Bioplan USA Inc. reflects S&P's
assessment of the business risk profile as "weak" and the financial
risk profile as "highly leveraged."

The negative outlook reflects S&P's expectation that the company's
performance will remain weak in 2015 as it continues to resolve the
operational issues that surfaced in 2014 and that debt leverage
will remain elevated.

S&P could lower the rating if the company continues to face
operating issues causing revenue and EBITDA to decline.  More
specially, if EBITDA declines by 15% or more and if discretionary
cash flow generation stays below $10 million, S&P could lower the
rating.  Other unforeseen events such as merger integration issues,
unexpected revenue declines related to business execution,
increased competition, or economic pressure could also result in a
rating downgrade.

S&P could revise the outlook to stable if the company's performance
exceeds S&P's expectations, leading debt leverage to decrease below
6x and generating meaningful discretionary cash flow.  This could
occur if the company is able to increase revenue in the
mid-single-digit percent area and attain an EBITDA margin higher
than 18%



BOYD GAMING: S&P Rates Proposed $500MM Sr. Unsecured Notes 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services, in a May 7, 2015 ratings
release, said it assigned its 'CCC+' issue-level rating (two
notches below the corporate credit rating) to Las Vegas-based Boyd
Gaming Corp.'s proposed $500 million senior unsecured notes due
2023.  The recovery rating is '6', indicating S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default.

Boyd intends to use the net proceeds from the offering to repay
balances under its existing 9.125% senior unsecured notes due 2018,
and for general corporate purposes.  S&P plans to withdraw its
rating on the existing 9.125% notes once they are redeemed in
full.

All other ratings on Boyd, including the 'B' corporate credit
rating, are unchanged.  The rating outlook is stable.

"Our corporate credit rating on Boyd reflects our assessment of the
business risk profile as 'fair' and the financial risk profile
assessment as 'highly leveraged,'" said Standard & Poor's credit
analyst Stephen Pagano.

S&P's assessment of Boyd's financial risk profile as "fair"
reflects the competitive markets in which the company operates,
which is only partially offset by the company's geographically
diverse portfolio (notwithstanding some second-tier assets in
competitive markets) and experienced management team.  Further,
since the acquisition of Peninsula Gaming LLC, Boyd has improved
its EBITDA margins to the low-20% area, a level that is in line
with that of regional gaming peers.

S&P's corporate credit rating reflects a consolidated view of the
combined Boyd and Peninsula portfolio of properties, despite the
fact that different assets secure different pieces of the capital
structure.  S&P believes Peninsula is integral to Boyd's current
identity and future strategy, as it operates in the same line of
business, and represents a source of cash flow diversification away
from Las Vegas.  Given S&P's perception of the strategic
relationships that exist between these entities and common
management, S&P expects management to make decisions regarding
operating and financial strategies with a view toward the
collective group of companies.  S&P believes that if a payment
default were to occur at either Boyd or Peninsula, management would
most likely consider alternatives regarding the capital structure
of the consolidated group, which could include a comprehensive
restructuring or a bankruptcy filing.  However, in notching S&P's
issue-level ratings from the corporate credit rating, it recognizes
the distinct financing structures and associated collateral.

The stable rating outlook reflects S&P's expectation that
lease-adjusted leverage will remain above 6x and EBITDA interest
coverage will remain over 2x through 2016.  S&P expects the company
to generate good levels of free operating cash flow that it will
use to continue to delever the balance sheet over the next two
years.

S&P would consider a lower rating if operating performance declines
such that EBITDA coverage of interest falls below 1.5x. S&P would
also consider a lower rating if it believes a covenant violation is
likely and the company would not be able to negotiate an amendment,
which S&P do not believe is likely given its current performance
expectations.

Higher ratings are unlikely at this time given S&P's expectation
that leverage will remain above 6x through 2016 factoring in modest
EBITDA growth and debt repayment over that time frame.  S&P could,
however, consider higher ratings if the company outperforms its
expectations and repays debt faster than it anticipates sustaining
leverage below 6x, while keeping interest coverage above 2x.

                S&P Retains CCC+ Ratings on Unsecured Notes
                          Over Upsized Debt

In a subsequent statement, S&P said its ratings on Las Vegas-based
gaming operator Boyd Gaming Corp.'s senior unsecured notes due 2023
remain 'CCC+' with a recovery rating of '6' following the company's
announcement that it has upsized the debt to $750 million from $500
million.  The '6' recovery rating indicates S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default.

Boyd plans to use the additional net proceeds to pay about $56
million in transaction fees and expenses, including accrued
interest, and repay about $194 million of outstanding borrowings
under Boyd's revolving credit facility, in addition to retiring the
existing $500 million in 9.125% senior unsecured notes due 2018.

All of S&P's ratings on the company, including the 'B' corporate
credit rating, remain unchanged.  The outlook is stable.

RATINGS LIST

Boyd Gaming Corp.
Corporate Credit Rating            B/Stable/--
  $750 mil. notes due 2023
  Senior Unsecured                  CCC+'
   Recovery Rating                  6



CAESARS ENTERTAINMENT: Posts $7.63 Billion Net Income in Q1
-----------------------------------------------------------
Caesars Entertainment Corporation reported net income attributable
to the Company of $7.63 billion on $1.25 billion of net revenues
for the three months ended March 31, 2015, compared with a net loss
attributable to the Company of $386 million on $2.03 billion of net
revenues for the same period in 2014.

As of March 31, 2015, the Company had $12.5 billion in total
assets, $9.60 billion in total liabilities, and $2.93 billion in
total equity.

"Our first quarter results were driven by strength in CIE's social
and mobile games business, contributions from new hospitality
amenities and favorable hold.  These factors, coupled with improved
margins due to cost savings initiatives, drove improved Adjusted
EBITDA performance across all segments of our business," said Gary
Loveman, Chairman, chief executive officer and president of Caesars
Entertainment Corporation.  "While we are pleased with our first
quarter performance, we are focused on driving further same-store
revenue growth, effectively managing expenses and making critical
hospitality investments to position the business for long-term
growth."

Effective Jan. 15, 2015, Caesars Entertainment deconsolidated
Caesars Entertainment Operating Company, Inc. subsequent to its
voluntarily filing for reorganization under Chapter 11 of the
United States Bankruptcy Code.  As such, all amounts presented in
this earnings release exclude the operating results of CEOC
subsequent to Jan. 15, 2015.  Prior period results have not been
recasted to reflect the deconsolidation of CEOC.

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

                        http://is.gd/IgB0iE

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CONNEAUT LAKE: Tax Creditors Block Bid for More Time to File Plan
-----------------------------------------------------------------
Valerie Myers at Erie Times-News reports that real estate tax
creditors have asked the U.S. Bankruptcy Court for the Western
District of Pennsylvania to deny Conneaut Lake Park's request to
extend until June 30, 2015, the deadline for the Company to submit
its financial reorganization plan.

Erie Times quoted Larry Bolla, Esq., the attorney for the ad hoc
committee of tax creditors, as saying, "The Park has no
reorganization plan.  I have a Plan, which is a liquidation plan."

Citing Mr. Bolla, Erie Times relates that adding to the Park's debt
is irresponsible.  According to the report, the Park has $3.8
million in debt, including $927,813 in delinquent property taxes

As reported by the Troubled Company Reporter on May 6, 2015, Keith
Gushard at The Meadville Tribune reported that the Park wants two
separate $150,000 loans -- one from the Economic Progress Alliance
of Crawford County, which is Crawford County's lead economic
development agency, and the other from the Northwest Regional
Planning and Development Commission, a regional economic
development agency -- to be used by the Park to pay costs for
general administration of the bankruptcy case, fund ongoing
operating expenses and to make certain capital improvements to the
Park.

According to Erie Times, Mark Turner, executive director of the
Economic Progress Alliance, said that the loans would help the Park
make money this summer and cover costs related to the sale of a
prime parcel of park property -- the Flynn property, which has a
330-foot frontage on Conneaut Lake, on Lake Street at Reed Avenue
-- to help pay its debts.  "Our hope is that it would generate some
good revenue to help deal with the debt.  The sale could also
complement the development of the Park going forward.  We'd like to
see residential development there," the report quoted Mr. Turner as
saying.

Erie Times states that Mr. Bolla doesn't object the sale.
According to the report, Mr. Bolla said, "We can start with the
Flynn property and keep selling until we get to $4 million."

                     About Conneaut Lake Park

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

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

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


CORETEL VIRGINIA: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: CoreTel Virginia LLC
        209 West Street, Suite 302
        Annapolis, MD 21401

Case No.: 15-16717

Chapter 11 Petition Date: May 8, 2015

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

Judge: Hon. Robert A. Gordon

Debtor's Counsel: Gregory P. Johnson, Esq.
                  OFFIT KURMAN, P.A.
                  4800 Montgomery Lane, 9th Floor
                  Bethesda, MD 20814
                  Tel: 240-507-1700
                  Fax: 240-507-1735
                  Email: gjohnson@offitkurman.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bret Mingo, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-16717.pdf


CORINTHIAN COLLEGES: Everest College Campuses Not Part of Shutdown
------------------------------------------------------------------
Tara Bozick at Dailypress.com reports that the Everest College
campuses in Newport News and Chesapeake are not part of the
nationwide shutdown of Corinthian Colleges because they were sold
in February 2015 and converted to non-profit institutions.

News releases say that Zenith Education Group finalized in February
its acquisition of 56 campuses from Corinthian Colleges, including
Everest College in Newport News and Chesapeake.  Dailypress.com,
citing a term sheet, relates that the Department of Education
signed off on the deal as long as Zenith Education cut the price of
tuition by 20 percent and would not offer loans to students to
cover gaps in funding.

                    About Corinthian Colleges

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The Chapter 11
petitions are being jointly administered under the caption In re:
Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC).  The
cases are assigned to Judge Kevin J. Carey.

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

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

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

Corinthian Colleges disclosed total assets of $19.2 million and
total liabilities of $143.1 million in its petition.


CST BRANDS: Moody's Says 2015 First Qtr Results Shows Improvement
-----------------------------------------------------------------
Moody's Investors Service said that CST Brands, Inc.'s (Ba2/stable)
financial results for the first quarter of fiscal 2015 demonstrate
an improvement in operating performance over the first quarter of
the previous year driven by strong U.S. fuel margin along with
continued growth in same store merchandise sales, both in the U.S.
and Canada. Overall these results are a credit positive.

Motor fuel gross profit increased $19 million for the first quarter
2015 compared to the first quarter 2014 and merchandise gross
profit increased of $5 million in the U.S. Motor fuel gross profit
per gallon in the U.S. for the first quarter of 2015, after
deducting credit card fees, was $0.14 compared to $0.10 in the
first quarter of 2014, which was primarily caused by a declining
crude oil and wholesale gasoline pricing environment. U.S.
merchandise gross profit increased 5% when compared to the first
quarter of 2014, primarily driven by the Company's new stores.

CST is one of the largest independent retailers of motor fuel and
convenience merchandise items in the U.S. and eastern Canada. With
2014 revenues of about $12.8 billion, CST is one of the largest
independent retail and wholesale distributors of motor fuel and
convenience merchandise in North America. The company has two
operating segments, Retail - U.S. which has 1,021 convenience
stores located in New York, Arizona, Arkansas, California,
Colorado, Louisiana, New Mexico, Oklahoma, Texas and Wyoming, and
Retail - Canada which has 861 retail sites located in New
Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince
Edward Island and Quebec. The company sells motor fuel under the
Valero and Diamond Shamrock brands in the U.S. and Ultramar brand
in Canada. In addition CST owns 100% of the General Partner of
CrossAmerica Partners, L.P. ("CrossAmerica"), a publicly traded
limited partnership which generates cash flows primarily from the
wholesale distribution of motor fuel.


CTI BIOPHARMA: Posts $28.6 Million Net Loss in First Quarter
------------------------------------------------------------
CTI Biopharma Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $28.6 million on $2.72 million of total revenues for the three
months ended March 31, 2015, compared to a net loss of $29.0
million on $1.41 million of total revenues for the same period in
2014.

As of March 31, 2015, the Company had $63.1 million in total
assets, $48.7 million in total liabilities, $240,000 in common
stock purchase warrants, $14.1 million in total shareholders'
equity.

"After reporting positive top-line results from the PERSIST-1 Phase
3 clinical trial of pacritinib during the quarter, we have
subsequently received positive feedback from a number of treating
physicians who are excited by the potential opportunity for
pacritinib to meet a current unmet medical need in the treatment of
patients with myelofibrosis, specifically in the portion of
patients that have low-blood platelets as a result of their disease
or other treatment," said James A. Bianco, M.D., CTI BioPharma's
president and CEO.  "We look forward to the oral presentation of
data from this trial at ASCO and remain focused on completing the
second pacritinib Phase 3 trial, PERSIST-2, in the second-half of
this year and, with our partner Baxter, starting a planned
regulatory submission late in 2015."

The Company's available cash and cash equivalents were $44.4
million as of March 31, 2015.  The Company believes that its
present financial resources, together with additional milestone
payments projected to be received under certain of its contractual
agreements, its ability to control costs and expected net sales of
PIXUVRI, will only be sufficient to fund its operations into the
mid-third quarter of 2015.  This raises substantial doubt about the
Company's ability to continue as a going concern.

"Accordingly, we will need to raise additional funds to operate our
business.  We may seek to raise such capital through public or
private equity financings, partnerships, collaborations, joint
ventures, disposition of assets, debt financings or restructurings,
bank borrowings or other sources of financing. However, we have a
limited number of authorized shares of common stock available for
issuance and additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If we fail to obtain additional capital when needed, our
ability to operate as a going concern will be harmed, and we may be
required to delay, scale back or eliminate some or all of our
research and development programs, reduce our selling, general and
administrative expenses, be unable to attract and retain highly
qualified personnel, refrain from making our contractually required
payments when due (including debt payments) and/or may be forced to
cease operations, liquidate our assets and possibly seek bankruptcy
protection," the Company said in the report.

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

                        http://is.gd/W6hfoA

                        About CTI BioPharma

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

CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.


DAVID'S BRIDAL: S&P Lowers CCR to 'B-' on Weak Performance
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pennsylvania-based David's Bridal Inc. (DBI) to 'B-' from
'B'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's $520 million secured term loan due 2019 to 'B-' from 'B',
and the issue-level rating on the senior unsecured notes maturing
in 2020 to 'CCC' from 'CCC+', both commensurate with the change in
the corporate credit rating.  The recovery ratings on the debt
instruments remain '3' and '6', respectively, and indicating S&P's
expectation for meaningful (50% to 70%, at the high end of the
range) recovery for the term loan lenders and a negligible (0% to
10%) recovery for the senior unsecured noteholders in the event of
a payment default.

The downgrade reflects S&P's expectation that David's Bridal Inc.'s
(DBI's) debt leverage will remain elevated this year, and S&P's
reassessment of the company's competitive position.  S&P's
negatively revised competitive position assessment of "weak"
(formerly "fair") is based on DBI's ability to manage
merchandising, pricing, and go-to-market strategies in response to
increased competition and shifts in consumer preferences that may
impact demand for bridal gowns and related goods.  S&P believes
uneven traffic trends, weak comparable store sales, and declining
margins are endemic to an intensifying competitive landscape, and
that the company has had difficulty  balancing its merchandising
strategy for higher and lower priced gowns.  Despite S&P's forecast
for some modest improvement in 2016, S&P expects credit metrics to
remain weak for the next 12 to 24 months.

The stable rating outlook reflects S&P's expectation that despite
the current soft sales and merchandising issues, liquidity should
remain adequate, given S&P's limited cash burn expectations and
sufficient sources of liquidity.

A lower rating could result from a deterioration of the company's
liquidity or weaker-than-expected operating performance such that
the capital structure becomes unsustainable.  This could occur if
EBITDA declines by more than 30% from S&P's current base-case
projections in conjunction with a reduction of availability under
the company's asset-backed lending facility, possibly due to
increased funding needs and the resulting requirement to comply
with the springing covenant under its credit facilities.  Further
merchandise missteps and e-commerce issues could be a catalyst for
this weak performance scenario.

S&P could consider an upgrade if the company improves sales growth
and turns around  its e-commerce sales and merchandise margins, all
leading to an adjusted leverage ratio below 6x on a sustained
basis.  This scenario could occur if EBITDA improves more than 15%
versus S&P's 2015 projections.



DEERFIELD RANCH: Court Okays Pachulski Stang as Committee Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Deerfield Ranch
Winery, LLC sought and obtained permission from the Hon. Alan
Jaroslovsky of the U.S. Bankruptcy Court for the Northern District
of California to employ Pachulski Stang Ziehl & Jones LLP as
committee counsel, effective March 29, 2015.

The Committee requires Pachulski Stang to:

   (a) assist, advise and represent the Committee in its
       consultations with the Debtor and other creditor
       constituencies or parties in interest regarding the
       administration of this case;

   (b) assist, advise and represent the Committee in analyzing the

       Debtor's assets and liabilities, investigating the extent
       and validity of liens and participating in and reviewing
       any proposed asset sales, other asset dispositions,
       financing arrangements and cash collateral stipulations or
       proceedings;

   (c) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining the Debtor's rights
       and obligations under unexpired leases and executory
       contracts;

   (d) assist, advise and represent the Committee in investigating

       the acts, conduct, assets, liabilities and financial
       condition of the Debtor, the operation of the Debtor's
       business and the desirability of the continuance of any
       portion of the business, and any other matters relevant to
       this case or to the formulation of a plan;

   (e) assist, advise and represent the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of reorganization;

   (f) provide advice to the Committee on the issues concerning
       the appointment of a trustee or examiner under section 1104

       of the Bankruptcy Code;

   (g) assist, advise and represent the Committee in the
       performance of all of its duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and in the
       performance of such other services as are in the interests
       of those represented by the Committee; and

   (h) assist, advise and represent the Committee in the
       evaluation of claims and any litigation matters.

John D. Fiero is the attorney of the Firm currently expected to be
principally responsible for this case, and his hourly rate will be
set at $595. The hourly rate for any other attorneys from PSZ&J
(whether partners, of counsel or associates) working on this matter
will be blended to $425.

Pachulski Stang will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Mr. Fiero, partner of Pachulski Stang, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Pachulski Stang can be reached at:

       John D. Fiero, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       150 California Street, 15th Floor
       San Francisco, CA 94111
       Tel: (415) 263-7000
       Fax: (415) 263-7010
       E-mail: jfiero@pszjlaw.com

                    About Deerfield Ranch Winery

Deerfield Ranch Winery, LLC, is an award-winning winery located in
the heart of the Sonoma Valley, founded in 1982 by Robert and PJ
Rex.  The Deerfield estate is approximately 47 acres, located in
Kenwood, California, and was acquired in 2000.  Annual production
totals approximately 30,000 cases annually, including both
Deerfield brands and the winery's substantial custom-crush
business, which includes 12 small family-owned wineries.  The
winery LLC is owned by 87 members, who have contributed more than
$15 million to the business.

Deerfield Ranch Winery filed a Chapter 11 bankruptcy petition
(Bank. N.D. Cal. Case No. 15-10150) on Feb. 13, 2015.  The Debtor
disclosed $25,197,611 in assets and $12,041,939 in liabilities as
of the Chapter 11 filing.  Scott H. McNutt, Esq., and Shane J.
Moses, Esq., at McNutt Law Group LLP serve as the Debtor's
counsel.

Jigsaw Advisors LLC acts as the Debtor's restructuring financial
advisor.  Judge Alan Jaroslovsky is assigned to the case.

The United States Trustee for Region 17 appointed three creditors
of Deerfield Ranch Winery LLC to serve on the official committee of
unsecured creditors.


DIA-DEN LTD: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dia-Den Ltd.
        6111 Windrose Hollow Lane
        Spring, TX 77379-8906

Case No.: 15-32626

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 8, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Jeff Bohm

Debtor's Counsel: T. Josh Judd, Esq.
                  HOOVER SLOVACEK, LLP
                  Galleria Tower II
                  5051 Westheimer, Suite 1200
                  Houston, TX 77056
                  Tel: 713-735-4165
                  Fax: 713-977-5395
                  Email: judd@hooverslovacek.com

                    - and -

                  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

Total Assets: $12 million

Total Liabilities: $8.09 million

The petition was signed by Dennis Abrahams, president of PJJ Inc.,
its general partner.

List of Debtor's four Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Charles L. Johnson                 Accounting and       $3,000  
                                     consulting
                                      services

Orsak Zidall & Roberston PLLC      Accounting fees      $4,295

Thorton Farish Inc.                Remarketing Agent      $924

Wells Fargo Corporate Trust          Trustee fee &      $1,500
Services                           Tender Agent  Fee


DORAL FINANCIAL: Zolfo Cooper's Flaton Okayed as CRO
----------------------------------------------------
U.S. Bankruptcy Judge Shelley C. Chapman approved the the services
agreement among Doral Financial Corporation, Carol Flaton and Zolfo
Cooper Management, LLC nunc pro tunc to the Petition Date.

Zolfo Cooper is expected provide the Debtor with the services of
Ms. Flaton as chief restructuring officer, and additional
individuals provided by Zolfo Cooper, who will perform other
services required of Zolfo Cooper and Ms. Flaton.

The agreement provides that, among other things:

   a. Zolfo Cooper and its affiliates will not act in any
other capacity in connection with the cases;

   b. in the event the Debtor seeks to have Zolfo Cooper
personnel assume executive officer positions that are different
than the executive officer, or to materially change the terms of
the agreement, by either (i) modifying the functions of the
executive officer, (ii) adding new executive officers, or (iii)
altering or expanding the scope of the agreement, a motion to
modify the retention will be filed; and

   c. Zolfo Cooper will file with the Court with copies to the
Office of the U.S. Trustee and all official committees a report
of staffing on the engagement for the previous month.

In a separate filing, Ms. Flaton, employee and managing director of
Zolfo Copper, LLC, direct parent of Zolfo Cooper management, LLC,
filed a supplemental declaration in furtherance of the application
approving the services agreement between Doral financial
corporation, Ms. Flaton and Zolfo Cooper Management, LLC nun pro
tunc to the peittion Date.

                        About Doral Financial

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

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

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

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

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

The Debtor tapped Ropes & Gray LLP as counsel.

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

The U.S. trustee appointed five creditors of the company to serve
on the official committee of unsecured creditors.


DTS8 COFFEE: To Relocate Head Office to Vancouver, Canada
---------------------------------------------------------
DTS8 Coffee Company, Ltd., said it will relocate its corporate head
office from Shanghai, China, to Vancouver, British Columbia,
Canada, and plans to be fully operational Aug. 1, 2015.  The sales
office in Shanghai and the roasting facility in Huzhou will be
unaffected.  The relocation will strengthen DTS8 by hedging the
country risk associated with doing business exclusively in China.
It will allow DTS8 to pursue new revenue opportunities in the North
American green bean coffee market.

Mr. Alex Liang, Chairman of DTS8, said, "DTS8 plans to expand its
footprint with a steady flow of roasted and green bean coffee
products targeted at the growing North American gourmet coffee
market and allowing us to be well-positioned for future growth
opportunities in China and North America."  

Mr. Alex Liang , added, "this relocation is focused on implementing
necessary measures with a view towards improving our operations in
China, increasing revenues for the benefit of  our shareholders,
and to minimize the negative perceptions associated with being a
solely China based company."

                         About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

DTS8 Coffee incurred a net loss of $2.31 million on $310,003 of
sales for the year ended April 30, 2014, as compared with a net
loss of $1.11 million on $254,000 of sales during the prior year.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the Company's financial statements
for the year ended April 30, 2014, citing that the Company has
suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.


EMERALD FALLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Emerald Falls, LLC
        P O Box 141366
        Broken Arrow, OK 74014  

Case No.: 15-80493

Chapter 11 Petition Date: May 10, 2015

Court: United States Bankruptcy Court
       Eastern District of Oklahoma (Okmulgee)

Debtor's Counsel: Timothy T. Trump, Esq.
                  CONNER & WINTERS
                  4000 One Williams Center
                  Tulsa, OK 74172
                  Tel: (918) 586-5711
                  Fax: (918) 586-8613
                  Email: ttrump@cwlaw.com

Total Assets: $12.04 million

Total Liabilities: $21.6 million

The petition was signed by Lucia Carballo, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okeb15-80493.pdf


EQUINIX INC: Telecity Acquisition No Impact on Moody's 'Ba3' CFR
----------------------------------------------------------------
Moody's Investors Service said Equinix Inc.'s announcement that it
is in preliminary discussions to acquire TelecityGroup plc will not
immediately impact Equinix's Ba3 corporate family rating. The GBP
2.35 billion ($4.2 billion) proposal would add approximately $2.0
billion of debt to Equinix and pressure its credit metrics.
However, Moody's believes that despite the high acquisition
multiple, the incremental leverage will be offset by EBITDA growth
over the 12 to 18 month period following the deal close (i.e.
approx. YE 2016).

Headquartered in Redwood City, CA, Equinix, Inc. is the largest
publicly traded carrier-neutral data center hosting provider in the
world with operations in 33 markets across the Americas, EMEA and
Asia-Pacific.



ERIE OTTERS: Picks Preferred Buyer Who Wants to Keep Team in Erie
-----------------------------------------------------------------
Erie Otters selected a stalking horse bidder that wants to keep the
team in Erie, Ed Palattella at the Erie Times-News reports, citing
the team's attorneys.

According to the Erie Times, Nicholas Pagliari, Esq., one of the
team's lawyers, informed the Bankruptcy Court that his client has
picked a preferred buyer and reached "an asset purchase agreement"
for the Ontario Hockey League franchise to change hands.  The
report says that the preferred buyer's identity will be revealed in
court before the tentative sale date of June 25 or 26.  

The Erie Times states that the team's owner, Sherry Bassin, wants
the sale of the team to occur in U.S. Bankruptcy Court by June 26.
The proposed schedule show that the disclosure of the stalking
horse bidder in court records could occur as early as May 22,
according to the report.

The Erie Times relates that the Bankruptcy Court agreed to expedite
the sale, as long as the team meets the qualifications.  The report
states that the OHL -- which must also approve the sale -- will
file a report on the approval process by May 21.

The Erie Times says that broker Game Plan Special Services has put
the value of the team at $8 million to $10 million.  Most of the
interested bidders have indicated they want to keep the team in
Erie, the report states, citing Game Plan.

The team and its secured creditor, the NHL's Edmonton Oilers, want
the Court to approve June 22 as the final date for other bidders to
submit offers in preparation for a sale on June 26, Erie Times
reports.

As reported by the Troubled Company Reporter on April 9, 2015, Ed
Palattella, writing for Erie Times-News, reported that Erie Otters
filed for bankruptcy to stop the National Hockey League's Edmonton
Oilers from forcing a sale of the Otters to collect on a $4.6
million debt.  According to the report, the Team's broker is Game
Plan Special Services LLC.


EVRAZ NORTH: S&P Raises LT Corp. Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on North American steel producer Evraz North America
Ltd. (ENA) to 'BB-' from 'B+'.  The outlook is stable.

S&P has also raised to 'BB-' from 'B+' its issue rating on ENA's
$350 million senior high-yield bond.  The '1' recovery rating
remains unchanged, reflecting S&P's expectation of a very high
recovery (90%-100%) for debtholders in the event of a payment
default.

The upgrade of ENA follows the upgrade of Russian integrated
steel-maker Evraz Group S.A. (Evraz) to 'BB-' from 'B+'.  ENA,
which is domiciled in the U.K., is a 100% subsidiary of Evraz.  ENA
is a holding company for all of the group's operations in the U.S.
and Canada.  ENA owns 51% of Evraz Inc. NA Canada (EICA) and 100%
of EICA's counterpart holding company for the U.S. operations.

Thanks to the upgrade of Evraz, S&P's 'bb-' stand-alone credit
profile (SACP) for ENA is no longer constrained by the group credit
profile, as per S&P's criteria.  S&P continues to view ENA as a
"strategically important" subsidiary of Evraz, given its size, some
operational integration with the group, and the shared name.
Furthermore, S&P believes that Evraz would most likely support ENA
under almost all foreseeable circumstances.

The rating action on ENA also takes into account that almost half
of ENA's reported debt at year-end 2014 ($762 million) comprised a
$372 million loan from Evraz due in 2020, which is structurally
subordinated to $350 million senior secured bonds due in 2019 and
an asset based loan of $40 million.

ENA operates in the tubular, flat, and long segments, where it has
strong market shares.  That said, S&P's assessment of its SACP
takes into account the highly competitive and volatile North
American steel market.  This market is characterized by high
volumes of low-cost imports and incumbent steelmakers' capacity
surplus, which was idled during the downturn but is gradually
coming online.  ENA's scale and scope are small compared with those
of its rated competitors in the North American steel market (US
Steel, AK Steel, and Steel Dynamics).  This leads to pronounced
price pressure, especially in the tubular and flat segment, and
higher volatility compared with larger peers'.

S&P acknowledges the effects of the recent weakening of the steel
price environment on ENA, especially in the tubular and flat
segments.  According to S&P's updated base case, ENA's Standard &
Poor's-adjusted EBITDA could contract to about $220 million-$240
million (8% EBITDA margin) in 2015, then improve in 2016, from
about $322 million (10.2% EBITDA margin) in 2014, resulting in
adjusted debt to EBITDA of 3.5x-4.0x in 2015-2016 (compared with
2.9x in 2014).  S&P sees this ratio as commensurate with its
"significant" financial risk profile assessment for ENA, given that
approximately half of its debt comprises intergroup loans.

S&P's stable outlook on ENA reflects its view that the company's
credit metrics will remain commensurate with the rating level.  In
particular, S&P expects the ratio of adjusted debt to EBITDA to be
below 4x.  In addition, S&P do not expect any material increase of
third-party debt in Evraz's capital structure in 2015-2016.

S&P could lower its rating if ENA's performance is hindered further
by increasing competition in the North American market or by lower
demand from the oil and gas sector as a result of protracted crude
price weakness.  An increase in leverage, with adjusted debt to
EBITDA above 4x for a prolonged period, protracted negative FOCF,
or an increase in the share of third-party debt, could lead to a
downgrade.  S&P could also lower its rating if ENA's liquidity
weakens as a result of less robust cash flow generation or
constrained access to its asset-based loan. Additionally, S&P would
likely lower the rating on ENA if it lowered the rating on Evraz.

An upgrade of ENA would require an upgrade of Evraz.  S&P might
consider a positive rating action on Evraz if the group's credit
metrics improve notably thanks to deleveraging, supported by
industry and country risk improvement, such that the group sustains
FFO to debt above 30%.



FANNIE MAE: Reports Net Income of $1.9 Billion in First Quarter
---------------------------------------------------------------
Federal National Mortgage Association filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.88 billion on $57.6 billion of total interest
income for the three months ended March 31, 2015, compared to net
income of $5.32 billion on $29.2 billion of total interest income
for the same period in 2014.

As of March 31, 2015, Fannie Mae had $3.23 trillion in total
assets, $3.23 trillion in total liabilities, and $3.59 billion in
total equity.

Fannie Mae recognized a provision for federal income taxes of $870
million for the first quarter of 2015, which resulted in an
effective tax rate of 31.6 percent.

"This was another quarter of strong financial performance.  We
continued to have solid revenues.  While we experienced some
interest rate volatility again this quarter, we expect to remain
profitable on an annual basis for the foreseeable future," said
Timothy J. Mayopoulos, president and chief executive officer.  "We
continued to make progress against our goals, and we are managing
the company on a basis that produces good economic value for the
taxpayer.  We are focused on delivering value to our business
partners and making it simpler and easier for lenders to serve the
housing market safely, efficiently, and profitably."

Fannie Mae has been under conservatorship, with the Federal Housing
Finance Agency acting as conservator, since Sept. 6, 2008. As
conservator, FHFA succeeded to all rights, titles, powers and
privileges of the company, and of any shareholder, officer or
director of the company with respect to the company and its assets.
The conservator has since delegated specified authorities to
Fannie Mae's Board of Directors and has delegated to management the
authority to conduct its day-to-day operations.  Fannie Mae's
directors does not have any fiduciary duties to any person or
entity except to the conservator and, accordingly, are not
obligated to consider the interests of the company, the holders of
Fannie Mae's equity or debt securities or the holders of Fannie Mae
MBS unless specifically directed to do so by the conservator.

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

                       http://is.gd/ofU2xI

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $84.0 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.2 billion on $129 billion
of total interest income for the year ended Dec. 31, 2012.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in      
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FILTRATION GROUP: Refinancing No Effect on Moody's 'B2' CFR
-----------------------------------------------------------
Moody's Investors Service said Filtration Group's plan to upsize
its first-lien term loan by $115 million (to $708 million) to pay
down $125 million of its second-lien term loan has no impact on the
company's ratings, including the B2 corporate family rating (CFR),
the B1 senior secured rating and the Caa1 senior secured
second-lien term loan rating.

Filtration Group Corporation, headquartered in Chicago, Illinios,
is a manufacturer and distributor of filtration products to end
markets around the world. Revenues in 2014 totaled $755 million.
The company is majority owned by funds affiliated with Madison
Capital Partners, as well as Madison employees and Filtration
Group's management.


FILTRATION GROUP: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chicago-based designer, manufacturer, and
distributor of specialized filtration products, Filtration Group
Corp.  The outlook is stable.

S&P also lowered its issue-level rating to 'B' from 'B+' on
Filtration's first-lien senior secured credit facility due 2020,
which consists of a $75 million revolving credit facility and a
proposed $115 million in incremental term loan resulting in a $720
million first- lien term loan.  S&P revised the recovery rating to
'3' from '2', indicating its expectation of meaningful (50% to 70%;
upper half of the range) recovery in the event of a payment
default.  S&P understands that Filtration will use the proceeds to
redeem part of its $215 million second-lien term loan due 2021.

In addition, S&P affirmed its 'B-' issue-level rating on the
company's second-lien credit facility due 2021.  The recovery
rating on this debt remains '5', indicating S&P's expectation of
modest (10% to 30%; lower half of the range) recovery in the event
of a payment default.

"The stable rating outlook on Filtration Group Corp. reflects our
expectation that the company's credit measures will improve,
including debt to EBITDA to the 5x to 6x range and FFO to total
debt below 12% over the next 12 to 18 months," said Standard &
Poor's credit analyst Jaissy Lorenzo.

The recovery ratings on Filtration's proposed term loan are one
category weaker than the ratings on its secured debt outstanding
due to the larger size of the proposed senior secured debt
issuance.  The corporate credit rating affirmation reflects S&P's
view that the company will maintain credit measures in line with
S&P's current rating including debt to EBITDA in the 5x to 6x range
and funds from operations (FFO) to debt of less than 12%. Pro forma
for the transaction debt to EBITDA (adjusted for operating leases
and pension obligations) was about 6.8x and FFO to debt was about
6% as of Dec. 31, 2014.  S&P expects that headwinds from a stronger
dollar will be offset by moderate organic revenue growth, which
coupled with ongoing cost reduction activities, will enable the
company to maintain good EBITDA margins in the high-teens over the
next 12 to 18 months.

Filtration Group operates with a narrow focus on filtration
products in the highly fragmented filtration market and moderate
customer concentration.  The company has good end-market and
geographic diversity, high barriers to entry, and good
profitability.

S&P could lower the rating if the operating performance falls short
of S&P's expectations and the company's credit measures do not
improve as a result of a cyclical downturn, operational
inefficiencies, or integration issues leading to margin erosion.
S&P could also lower the rating if the company draws on its
revolver to a level at which the springing net leverage covenant
would take effect and if S&P expects the headroom under the
covenant to be less than 15%.

S&P could raise the rating one notch if stronger-than-expected
growth in the company's end markets and a more conservative
financial policy improve leverage to below 5x and FFO to debt
increases to above 12% and remained at those levels.



FIRST QUANTUM: Fitch Lowers IDR to BB-, Outlook Negative
--------------------------------------------------------
Fitch Ratings has downgraded Canada-based First Quantum Minerals
Ltd's (FQM) Long-term Issuer Default Rating (IDR) and senior
unsecured ratings to 'BB-' from 'BB'.  The Outlook on the Long-term
IDR is Negative.

The downgrades reflect FQM's weakened credit metrics which are
expected to remain outside expectations for the previous 'BB'
rating for over two years, and that absolute debt reduction will
now not commence until 2018.  The downgrades also reflect the less
stable operating environment for miners in Zambia, even though the
recent proposed increase in royalty rates has largely been
reversed.

Fitch considers FQM's operational profile remains consistent with a
'BB' category rating.  However, the rating is currently being
driven by the company's credit profile and metrics, which over
2015/2016 will be more consistent with a 'B' category rating.  The
Negative Outlook reflects the uncertainty regarding some expected
sources of funding over the coming 12 months.  If these do not
occur or are delayed, in the absence of other factors, FQM will
have to seek alternate funding sources.

KEY RATING DRIVERS

Weakened Credit Metrics

Fitch now expects FQM's gross leverage (total debt/funds from
operations (FFO)) to peak at over 6.5x in 2015 before declining to
around 4.0x by 2017 due to higher EBITDA derived from recently
completed new projects (Kansanshi smelter, Sentinel mine).  The
sharp increase in leverage compared with our previous expectations
of around 3.5x for 2015 reflects a combination of factors,
including an assumed rebasing of copper prices to around USD6,000
over 2015/16, delays in the ramp-up of the Sentinel mine and
Kansanshi smelter in Zambia, and a temporary operational failure at
the Ravensthorpe nickel mine which will impact output across 2015.
Fitch also considers that FQM's management appears willing to
accept a structurally higher level of debt than previously and that
leverage is unlikely to return to levels reached prior to 2012.

Large Zambian Operational Exposure

Assets in Zambia contributed over 40% of group revenues and EBITDA
in 2014 with this expected to increase as the Kansanshi smelter and
Sentinel mine reach full output.  In Fitch's opinion, the business
environment for miners operating in Zambia has become increasingly
uncertain, particularly with respect to dealings with the
government and the enactment of new legislation for the mining
sector.  The recent failed plan to introduce a materially higher
rate of mining royalties highlights this risk.  Although these
plans were largely reversed following lobbying by the copper
companies, the potential for ongoing budget deficits may mean that
the government continues to seek alternate means of raising
revenues.  On March 13, 2015, Fitch revised the Outlook on Zambia's
Long-term foreign IDR of 'B' to Stable from Positive. This
reflected weak policy coherence and credibility from the government
as well as expectations of moderating growth (expected to slow to
5.3% in 2015 from 6% in 2014).

Large Project Pipeline

FQM has been involved in a large project pipeline including the
construction of a new Kansanshi copper smelter and the Sentinel
mine in Zambia, as well as the Cobre Panama copper mine in Panama.
Management has taken steps to reduce 2015 capex to around USD1.4bn,
largely through the deferral of USD600m of capex at Cobre Panama.
However, capex is still expected to average USD1.6n per year to
2018, resulting in ongoing negative free cash flow (FCF).  Absolute
debt is expected to peak at over USD7.5bn in 2017, materially above
previous expectations.

The new copper smelter was originally planned to start ramp-up in
2H14 but was delayed by around six months by logistical issues. The
delay resulted in the stockpiling of copper concentrate at the
Kansanshi mine because of a lack of alternate smelting capacity.
The Sentinel mine was also impacted by the slower smelter ramp up,
as well as delays in the construction of power supply. Construction
at Cobre Panama is now around 70% complete.  Future progress is not
expected to be impacted by the capex reductions in 2015 (which
result from timing of purchase for large capital items), but Fitch
will continue to monitor this aspect of the project.

Liquidity Dependent on Refinance

FQM ended 2014 with USD357m of cash and roughly USD1bn of committed
undrawn facilities, primarily under its USD1.8bn RCF due in 2019.
This compares with aggregate negative FCF of around USD3bn over
2015-2017.  Potential sources of additional funds include drawdown
of the USD1bn precious metals streaming agreement with
Franco-Nevada Corp, USD615m from Korea Panama Mining Corp (KPMC)
for its share of development costs for Cobre Panama, and receipt of
the USD430m promissory note due from Eurasian Natural Resources
Corporation (ENRC) in December 2015.  Nonetheless completion of the
company's project pipeline could require FQM to raise up to an
additional USD1.0bn of funding, without taking into account other
offsetting actions and depending on factors such as copper prices.

KEY ASSUMPTIONS

   -- Fitch's copper price assumptions: USD6,000t in 2015 and
      2016, USD6,500/t in 2017, USD6,500/t in the long term.
   -- Volumes are per management guidance.
   -- Capex of approximately USD1.4bn in 2015 increasing
      approximately USD1.9bn in both 2016 and 2017.
   -- Additional cash inflows from variously ENRC promissory note,

      Franco-Nevada streaming facility and KPMC equity
      contribution are received as currently planned.

RATING SENSITIVITIES

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

   -- FFO gross leverage not trending towards 3.0x by 2018.
   -- Failure to make progress with debt refinancing over the next

      12 months would also create risk.
   -- Significant problems or delays at key development projects
      delaying the expected improvement in EBITDA generation and
      improvement in credit metrics.
   -- Measures taken by the Zambian government materially
      adversely affecting cash flow generation or the operating
      environment.

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

   -- Gross debt/EBITDAR below 3.0x combined with return to
      sustained FCF generation.
   -- Sustained reduction in capex resulting from the completion
      of the current project development pipeline.



FREDERICK'S OF HOLLYWOOD: Meeting of Creditors Set for May 27
-------------------------------------------------------------
The meeting of creditors of Frederick's of Hollywood Group Inc. and
its affiliated debtors is set to be held on May 27, 2015, at 10:00
a.m. (Eastern Daylight Time), according to a filing with the U.S.
Bankruptcy Court in Delaware.

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

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

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

                         About 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.


FRESH PRODUCE: Buyers Plans to Save More Than Half of Stores
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
Fresh Produce retail chain, which sells colorful, roomy women's
clothing that one can classify as "tourist wear," has found a buyer
called Blue Stripe LLC who promised to keep more than half of its
27 stores alive.

Blue Stripe beat other offers at an auction on May 8 for the Fresh
Produce stores and online clothing line, which targets both
tourists and "non-tourist customers for whom a 'vacation state of
mind' resonates," said Chief Financial Officer Jo Stone in earlier
documents filed in in U.S. Bankruptcy Court in Denver, according to
the report.

The closing stores are located in Scottsdale, Ariz., Naples, Fla.,
Myrtle Beach, S.C., West Palm Beach, Fla., Destin, Fla., Anaheim,
Calif., Pasadena, Calif., and The Villages, Fla., the report said,
citing a Fresh Produce lawyer.

                     About Fresh Produce

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

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

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

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

The case is assigned to Judge Sidney B. Brooks.

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


FRESH PRODUCE: SVF Broadway Resigns from Creditor's Committee
-------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Fresh Produce
Holdings LLC announced that SVF Broadway Center Gardena Corp.
resigned from the official committee of unsecured creditors on
April 29.

The bankruptcy watchdog on April 14 appointed SVF Broadway and six
other unsecured creditors to serve on the committee, according to
court filings.

The unsecured creditors' committee is now composed of:

     (1) Daniel Tenenblatt
         Antex Knitting Mills
         3750 S. Broadway Place
         Los Angeles, CA 90007
         Tel: (323) 232-2061
         Fax: (323) 233-7751
         E-mail: daniel@mmtextiles.com

     (2) Kevin Thomas
         Hana Financial
         1000 Wilshire Blvd.
         Los Angeles, CA 90017
         Tel: (213) 977-7232
         Fax: (213) 228-3377
         E-mail: Kevin.Thomas@hanafinancial.com

     (3) William Ellis
         Rosenthal & Rosenthal Inc.
         1370 Broadway
         New York, New York 10018
         Tel: (212) 356-1482
         Fax: (212) 356-3482
         E-mail: wellis@rosenthalinc.com

     (4) Stephanie Carter
         Wallaroo Hat Company
         1880 South Flatiron Court, Suite E
         Boulder, CO 80301
         Tel: (303) 494-5949
         Fax: (303) 245-8720
         E-mail: Stephanie@wallaroohats.com

     (5) Humberto Ortiz
         Patternworks Inc.
         1117 Baker Street, Units A & B
         Costa Mesa, CA 92626
         Tel: (714) 884-3678 ext. 201
         Fax: (714) 884-3681
         E-mail: Humberto@patternworksinc.com

     (6) Philip J. McCabe Revocable Trust
         Gulf Coast Commercial Corp.
         699 Fifth Ave. S.
         Naples, FL 34102
         Tel: (239) 263-0723
         Fax: (239) 403-8778
         E-mail: mccabe@innonfifth.com

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 Fresh Produce

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

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

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

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

The case is assigned to Judge Sidney B. Brooks.

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


GARDA WORLD: S&P Lowers CCR to 'B', Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Montreal-based cash logistics and physical security service
provider Garda World Security Corp., including its long-term
corporate credit rating to 'B' from 'B+'.  The outlook is stable.

"The downgrade reflects the deterioration in Garda's financial
position based on the company's willingness to fund acquisitions
through debt and assume higher leverage as it executes an
aggressive growth strategy," said Standard & Poor's credit analyst
Jamie Koutsoukis.  This has led to credit measures deteriorating
beyond what S&P had expected and are at the weaker end of a "highly
leveraged" financial risk profile.  The company's adjusted debt to
EBIDTA at fiscal year-end 2015 was 7.5x, and although S&P believes
this should improve through fiscal 2016, it expects it will remain
above 6.0x.  S&P also remain concerned that Garda remains
opportunistic on acquisitions and that the company could again use
debt to fund growth.

The ratings on Garda reflect what S&P views as the company's
"satisfactory" business risk profile and "highly leveraged"
financial risk profile.  The combination of these two risk profiles
results in an initial analytical outcome (the anchor) of 'b+'.  The
downgrade reflects a reassessment in S&P's use of the comparable
rating modifier, which it has revised to "negative" from "neutral,"
as S&P believes the company is at the weaker end of a "highly
leveraged" financial risk profile and remains opportunistic on
leveraged acquisitions.

Garda is the largest privately owned business solutions and
security services company in the world.  It provides cash
logistics, physical security services, and global risk consulting.
It has grown rapidly in the past decade from a combination of
transformational acquisitions and organic growth.  The company
serves clients throughout North America, Latin America, Europe,
Africa, Asia, and the Middle East.

The stable outlook reflects S&P's expectation that the company will
demonstrate good operating momentum from new business wins and
integration of acquisitions, as well as good revenue visibility for
its existing operations.  However, S&P believes that Garda remains
opportunistic on acquisitions and its adjusted debt-to-EBITDA ratio
will remain above 6x through to fiscal 2016.

S&P could lower the ratings if competitive pressures or operating
inefficiencies contribute to significant deterioration in cash
flows such that adjusted debt to EBITDA increases beyond 7.5x.
This would require significant deterioration of its margins.  In
addition, S&P could lower the rating should Garda become
liquidity-constrained where headroom under its leverage covenant
fell below 10%.  This could limit the company's availability under
its revolving facility, and could prompt S&P to consider a
downgrade.

S&P could upgrade the company should Garda's credit metrics
strengthen and S&P believes the company is committed to keeping
adjusted debt-to-EBITDA below 6.0x, while maintaining adequate
liquidity.



GENERAL IMAGING: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: General Imaging Company
        17239 South Main Street
        Gardena, CA 90248

Case No.: 15-17429

Chapter 11 Petition Date: May 8, 2015

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

Judge: Hon. Ernest M. Robles

Debtor's Counsel: M Jonathan Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd., Suite 250
                  Sherman Oaks, CA 91403
                  Tel: (818) 783-6251
                  Fax: (818) 827-4919
                  Email: jhayes@srhlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Jender Mike Feng, president/secretary.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-17429.pdf


GLOBAL COMPUTER: To Pay $9M to Settle Civil Claims
--------------------------------------------------
Global Computer Enterprises, Inc., along with its president and
sole owner, Raed Muslimani, have agreed to pay $9 million to settle
civil claims stemming from allegations that GCE concealed its
utilization of prohibited engineers and employees on software
services contracts with the federal government.

GCE provided the U.S. Department of Labor and the Equal Employment
Opportunity Commission with financial management software services
pursuant to competitively awarded federal contracts.  During the
competitions for those contracts and after award, GCE allegedly
misrepresented and concealed that it was utilizing engineers and
other employees who were expressly prohibited from working on the
contracts due to their citizenship/immigration statuses.

GCE was additionally awarded software development services
contracts with the General Services Administration, the United
States Secret Service, and the United States Coast Guard.  In those
contracts as well, it is alleged that GCE repeatedly misrepresented
and concealed its use of engineers and employees expressly
prohibited from working on those contracts due to their security
clearance statuses, labor qualifications, or overseas locations.

To resolve the allegations under the civil False Claims Act and
other related statutory and common law remedies, GCE and Muslimani
agreed to pay the United States $9 million, to be paid out of GCE's
Chapter 11 proceeding.  The Bankruptcy Court approved the
settlement on April 22, 2015.  GCE filed its Chapter 11 bankruptcy
petition on Sept. 4, 2014, and the United States filed a proof of
claim on Feb. 27, 2015.

The civil claims settled by GCE, Muslimani, and the United States
are allegations only; there has been no determination of civil
liability.

The settlement obtained in this matter was the result of a
coordinated effort by the U.S. Attorney's Office for the Eastern
District of Virginia and the Financial Litigation Section and Fraud
Section of the Commercial Litigation Branch of the Civil Division
of the Department of Justice.  The matter was investigated by
Assistant U.S. Attorney Peter S. Hyun and Special Assistant U.S.
Attorney Josh Cavinato.  John T. McConkie of the Financial
Litigation Section of the Commercial Branch of the Civil Division
of the Department of Justice is handling the bankruptcy matter on
behalf of the United States.

The case was investigated by the GSA Office of Inspector General,
the FBI's Washington Field Office, the DOL-OIG, the EEOC-OIG, with
assistance from the USCG Investigative Service and the United
States Secret Service.

                      About Global Computer

Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies.  GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014.  The case is assigned to Judge Robert G. Mayer.

The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia.  The Debtor's financial advisor is Weinsweig
Advisors.  The petition was signed by Mike Freeman, interim chief
operating officer.

Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.

The U.S. Trustee for Region 4 appointed three creditors of Global
Computer Enterprises, Inc. to serve on the official committee of
unsecured creditors.  The Committee tapped Armstrong Teasdale LLP,
as its counsel and Leach Travell Britt PC as its local bankruptcy
counsel.


GOLD RIVER VALLEY: Asks Court to Approve Deal With Tsangs
---------------------------------------------------------
Gold River Valley, LLC, asks the Bankruptcy Court to approve a
Compromise of Controversy in its entirety, authorizing the Debtor
to take any and all steps necessary to comply with and consummate
the terms of the Agreement, and granting limited relief from the
automatic stay for the purpose of allowing the Tsangs to record a
Deed of Trust.

Gold River Valley sought and obtained the Court's approval to
market and sell its property.  David B. Golubchik, Esq. at Levene,
Neale, Bender, Yoo & Brill, L.L.P.  in Los Angeles, California,
explains that under the Proposed Agreement, the Tsangs will receive
a subordinated secured claim against the Property.  The Debtor
believes that the post-petition Agreement and actions related
thereto do not require relief from stay to record a deed of trust,
but sought Court approval in an overabundance of caution. Further,
the Proposed Settlement and Approval of the Agreement will be in
the overwhelming best interest of the creditors of this estate.

A hearing on the Motion is set for May 13, 2015 at 2:00 p.m.

Gold River Valley, LLC represented by:

        David B. Golubchik, Esq.
        Jeffrey S. Kwong, Esq.
        LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
        10250 Constellation Boulevard, Suite 1700
        Los Angeles, CA 90067
        Telephone: (310) 229-1234
        Facsimile: (310) 229-1244
        Email: dbg@lnbyb.com
               jsk@lnbyb.com

                   About Gold River Valley, LLC

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  The case is assigned to Judge Vincent P. Zurzolo.

Gold River Valley's primary asset is a real property located at
650-652 S. Lake Avenue, Pasadena, California 91105.  The Debtor
disclosed $12,000,000 in assets and $8,720,911 in liabilities as of
the Chapter 11 filing.


GRAINGER FARMS: Files for Ch 11, Wants to Use Cash Collateral
-------------------------------------------------------------
Grainger Farms, Inc. (Bankr. M.D. Fla. Case No. 15-04671) and
affiliates JRG Ventures,LLC (Bankr. M.D. Fla. Case No. 15-04672),
Grainger Land, LLC (Bankr. M.D. Fla. Case No. 15-04673), SamAnn
Farms, LLC (Bankr. M.D. Fla. Case No. 15-04674), and SamWes, LLC
(Bankr. M.D. Fla. Case No. 15-04675) filed separate Chapter 11
bankruptcy petitions on May 4, 2015.  The petitions were signed by
James R. Grainger, II, president.

Janelle O'Dea and Matt M. Johnson, writing for Brandenton Herald,
report that the Companies are all controlled by Mr. Grainger, who
controls a 50-percent stake in the packaging side of Palmetto
tomato packing company Taylor & Fulton, which is not a subject of
the bankruptcy.  The report states that the filing attributes the
Companies' cash crunch to a tomato market that has seen prices fall
since 2010.

According to court documents, creditors who are primarily lending
institutions and suppliers are seeking to recover funds extended to
the Companies in the forms of mortgages, credit for equipment and
other financial considerations.  Brandenton Herald relates that the
Companies failed to pay more than $131,000 to its approximately 250
workers and owe more than $72,000 in payroll taxes.

Grainger Farms asked in the court filing that the Bankruptcy Court
allow it to use the cash collateral it has to continue to pay
operating expenses.  According to Brandenton Herald, the Companies
would use the money to maintain property and business, rather than
to pay debts.

A preliminary hearing is set for May 20, 2015, at 11:00 a.m.,
Brandenton Herald reports.

Amy Denton Harris, Esq., at Stichter Riedel Blain & Prosser PA
serves as the Companies' bankruptcy counsel.

Grainger Farms estimated its assets at between $1 million and $10
million, and its liabilities at between $10 million and $50
million.

The Companies did not include a list of their largest unsecured
creditors when they filed the petition.

Headquartered in Bradenton, Florida, Grainger Farms, Inc., is a
tomato farm with land holdings in three Florida counties.


GREAT WESTERN: Initiates Sale & Investor Solicitation Process
-------------------------------------------------------------
Great Western Minerals Group Ltd. on May 7 disclosed that the sale
and investor solicitation process has been initiated with respect
to GWMG.

Pursuant to the previously announced support dated April 29, 2015
between the Company and certain holders of the Company's US$90
million 8.00 percent Secured Convertible Bonds due 2017, a notice
of the SISP was published in the Northern Miner and on
http://www.mining.com/

The full text of the Notice is set out below.

"Business Assets for Sale / Investors sought

PricewaterhouseCoopers Inc., in its capacity as court appointed
Monitor in the Companies' Creditors Arrangement Act proceedings
of:

Great Western Minerals Group Ltd. is supervising a sales and
investor solicitation process seeking one or more purchasers,
investors or financiers in or for the Company or any of the
Company's businesses, properties, assets and undertakings.  GWMG is
a vertically integrated leader in the manufacturing and supply of
rare earth based alloys and high purity metals.  GWMG possesses a
low cost, high grade critical rare earth asset located in South
Africa along with a manufacturing and processing facility located
in the UK.  For further information regarding the CCAA
restructuring and GWMG, please refer to
www.pwc.com/car-greatwesternmineralsgroup

The deadline for submission of offers is 12:00 p.m. (Eastern Time)
on June 16, 2015.

To obtain detailed information on GWMG and its business and assets,
interested parties will be required to sign a confidentiality
agreement.  For additional information concerning GWMG and the
SISP, please contact either Michael Huber (416-687-8750) or Stephen
Mullowney (416-687-8511) of the Monitor."

GWMG has received an order for protection pursuant to the
Companies' Creditors Arrangement Act from the Ontario Superior
Court of Justice Commercial List, which included, but was not
limited to, the appointment of PricewaterhouseCoopers Inc. as
monitor of GWMG in the CCAA proceedings.

The Initial Order permitted GWMG, among other things, to continue
to carry on business in a manner consistent with the preservation
of its business and property and to continue to fund the working
capital requirements of its direct and indirect subsidiaries.

The Initial Order, also, among other things:

1. authorized GWMG to take all steps and actions in respect of and
to comply with all of its obligations pursuant to the Support
Agreement;
2. approved the SISP attached as Schedule A to the Initial Order;
3. granted a stay of proceedings until May 29, 2015, or such later
date as the court may order;
4. granted certain priority charges on the property of GWMG;
5. approved the key employee retention payments offered by GWMG to
its remaining employees and executive officer.
A copy of the Initial Order is posted on the Monitor's website at
www.pwc.com/car-greatwesternmineralsgroup

The timing and procedures governing the SISP, the terms of
participation by prospective purchasers, investors or financiers,
and the criteria for the submission, evaluation and selection of
bids are set out in the Support Agreement and were approved by the
Initial Order.  For further information, please refer to the
Monitor's website at www.pwc.com/car-greatwesternmineralsgroup

                           About GWMG

Great Western Minerals Group Ltd. -- http://www.gwmg.ca-- is a
manufacturer and supplier of rare earth element-based metal alloys.



GUIDED THERAPEUTICS: Amends Tonaquint Note to Extend Due Date
-------------------------------------------------------------
Guided Therapeutics, Inc., entered into an amendment agreement with
Tonaquint, Inc., pursuant to which the terms of the secured
promissory note issued to Tonaquint on Sept. 10, 2014, and
previously amended on March 10, 2015, were further amended to,
among other things, extend the date upon which the balance of the
Note is due to July 10, 2015.  During the two-month extension,
interest will accrue on the Note at a rate of the lesser of 18% per
year or the maximum rate permitted by applicable law.  In addition,
during the extension period and while the Note remains outstanding,
Tonaquint will have the right to convert up to an additional
$150,000 of the outstanding balance of the Note into shares of the
Company's common stock, at a conversion price per share equal to
the lower of (1) $0.25 and (2) 75% of the lowest daily volume
weighted average price per share of the Company's common stock
during the five business days prior to conversion.  If the
conversion price would be lower than $0.15 per share, the Company
has the option of delivering the conversion amount in cash in lieu
of shares.  Tonaquint has agreed that, in any given calendar week,
it will not sell conversion shares in an amount exceeding the
greater of (a) 15% of the Company's weekly dollar trading volume in
that week, or (b) $75,000.  Tonaquint has further agreed not to
engage in any "short sale" transactions in the Company's common
stock during the two-month extension.

The amended Note was, and the shares issued upon conversion will
be, exempt from the registration requirements of the Securities
Act, pursuant to the exemption for transactions by an issuer not
involving any public offering under Section 4(a)(2) of the
Securities Act.  The Company made this determination based on the
representations in the Amendment that Tonaquint is an "accredited
investor" within the meaning of Rule 501 of Regulation D and has
access to information about its investment and about the Company.

                    About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

For the year ended Dec. 31, 2014, the Company reported a net loss
attributable to common stockholders of $10.03 million on $65,000 of
contract and grant revenue compared to a net loss attributable to
common stockholders of $10.39 million on $820,000 of contract and
grant revenue in 2013.

As of Dec. 31, 2014, the Company had $3.03 million in total assets,
$7.49 million in total liabilities, and a $4.46 million total
stockholders' deficit.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second quarter of 2015, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support and
additional NCI, NHI or other grant funding.  However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all.  In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company said in its
annual report for the year ended Dec. 31, 2014.  NCI stands for
National Cancer Institute.


HALCON RESOURCES: Incurs $601 Million Net Loss in First Quarter
---------------------------------------------------------------
Halcon Resources Corporation reported a net loss available to
common stockholders of $601 million on $136 million of total
operating revenues for the three months ended March 31, 2015,
compared with a net loss available to common stockholders of $77.9
million on $275 million of total operating revenues for the same
period in 2014.

As of March 31, 2015, Halcon had $5.8 billion in total assets, $4.4
billion in total liabilities, $125.81 million in redeemable
noncontrolling interest, and $1.18 billion in total stockholders'
equity.

Floyd C. Wilson, chairman and chief executive officer, commented,
"Well performance improved and completed well costs trended down
meaningfully in our core areas during the first quarter of the
year.  We have recently executed on certain initiatives towards the
goal of improving our balance sheet and now have sufficient
liquidity to fund operations and service our debt for the next
several years, even in a low commodity price environment."

As previously disclosed, Halcon recently negotiated with certain
bondholders to exchange approximately $252 million in face value of
various tranches of its senior unsecured notes into approximately
141 million common shares, which will reduce annual cash interest
expense by approximately $24 million.  The Company also recently
issued $700 million in senior secured second lien notes due 2020
and used the net proceeds to repay outstanding borrowings under its
senior secured revolving credit facility.

On May 4, 2015, Halcon's Board of Directors declared a quarterly
dividend on shares of its 5.75% Series A Cumulative Perpetual
Convertible Preferred Stock equal to accrued dividends for the
three months ending May 31, 2015.  The Company will pay the
dividend on June 1, 2015, to holders of record on May 15, 2015.
The dividend payments on all of the outstanding 5.75% Series A
Cumulative Perpetual Convertible Preferred Stock will total
approximately $4.9 million, and will be paid in shares of Halcon's
common stock having a fair market value (as determined under the
certificate of designation governing such preferred stock) equal to
the aggregate dividend amount.  The Company will pay cash in lieu
of issuing any fractional shares.

The Company's liquidity as of March 31, 2015, was approximately
$384 million, which consisted of cash on hand plus undrawn capacity
on its senior secured revolving credit facility.  Pro forma for the
aforementioned $700 million senior secured second lien notes
offering, and the related reduction to the borrowing base on
Halcon's senior secured revolving credit facility to $900 million
from $1.05 billion, liquidity as of March 31, 2015, was
approximately $921 million.

During the first quarter of 2015, Halcon incurred capital costs of
$105.2 million on drilling and completions, $3.8 million on
infrastructure/seismic, $3.1 million for leasehold and $1.7 million
for A&D activity.  In addition, the Company incurred $32.1 million
for capitalized interest, G&A and other.

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

                        http://is.gd/dNIRFC

                       About Halcon Resources

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

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

                           *     *      *

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

The TCR reported on May 6, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based
Halcon Resources Corp. to 'SD' from 'CCC+'.  "The downgrade follows
Halcon's announcement that it has concluded an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for common stock," said Standard & Poor's credit analyst Ben
Tsocanos.


HEDWIN CORP: Pays Creditors $8.85MM, Seeks Final Closing Decree
---------------------------------------------------------------
Hedwin Corporation filed with the U.S. Bankruptcy for the District
of Maryland a final report disclosing that all provisions of its
Joint Plan of Liquidation, confirmed by the Court on Oct. 3, 2014,
have been substantially consummated.  Accordingly, having fully
administered the estate, the Debtor asks the Court to enter a final
decree closing its Chapter 11 case.

According to the report, unsecured creditors recovered 100 cents on
the dollar under the Plan.  The Debtor provided these distributions
to creditors:

                                                Amount
                                                ------
        Secured Creditors                           $0
        Priority Creditors                    $572,910
        Fire Damage Creditors                 $682,393
        Unsecured Creditors                    $92,501
        Payment to PBGC (Pension)           $7,500,000
                                            ----------
                                            $8,847,804
                                            ==========

A full-text copy of the Final Report is available for free at:

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

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.  Saul Ewing LLP
serves as the Creditors' Committee's Maryland counsel while
Lowenstein Sandler serves also serves as counsel.  EisnerAmper LLP
serves accountant and financial advisor.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Nancy Alquist on May 12,
2014 approved the sale to Fujimori.

In October 2014, Judge Alquist entered an order confirming the
Joint Plan of Liquidation proposed by Hedwin Corporation and the
Official Committee of Unsecured Creditors.  The judge also
approved the explanatory Disclosure Statement.  The liquidation
plan will be funded from cash on hand, plus release of any funds
to the company pursuant to an escrow agreement, and the receipt of
insurance proceeds.



HILTON WORLDWIDE: Moody's Raises CFR to 'Ba3', Outlook Positive
---------------------------------------------------------------
Moody's Investors Service upgraded Hilton Worldwide Finance, LLC's
Corporate Family Rating to Ba3 and Probability of Default Rating to
Ba3-PD. At the same time, Moody's affirmed Hilton's Speculative
Grade Liquidity rating at SGL-1. The rating outlook remains
positive.

The following ratings are upgraded:

  -- Corporate Family Rating to Ba3 from B1

  -- Probability of Default Rating to Ba3-PD from B1-PD

  -- $1 billion revolving credit facility due 2018 to Ba2, LGD 3
     from Ba3, LGD 3

  -- $4.85 billion (originally $7.6 billion) term loan due 2020
     to Ba2, LGD 3 from Ba3, LGD 3

  -- $1.5 billion senior unsecured notes due 2021 to B2, LGD 5
     from B3, LGD 5

The following rating is affirmed:

  -- Speculative Grade Liquidity rating at SGL-1

The upgrade acknowledges the substantial progress Hilton has made
in reducing leverage by repaying debt and growing EBITDA. For the
twelve months ended March 31, 2015, debt to EBITDA had fallen to
5.1 times from 5.5 times at fiscal 2014. The positive outlook
reflects Moody's expectation that Hilton will continue to
deleverage through a combination of $800 million to $1 billion in
debt repayments during 2015 and further growth in EBITDA. Moody's
believes this will result in Hilton's consolidated debt to EBITDA
being around 4.5 times over the next twelve months, a level that
could support a higher rating.

Hilton's Ba3 Corporate Family Rating ("CFR") reflects high debt
levels which results in moderately high leverage with debt to
EBITDA of 5.1 times for the twelve months ended March 31, 2015.
Moody's ratings are based upon a consolidated view of Hilton
including debt incurred at both its restricted and unrestricted
groups. The rating also acknowledges Hilton's good interest
coverage, with EBIT to interest expense of 2.6 times. The rating is
supported by Hilton's large scale (720,701 rooms), well recognized
brands, and good diversification by geography and industry segment.
About 76% of Hilton's rooms are in the US and 24% are located
internationally. Also considered is the company's large exposure
(58% of company Adjusted EBITDA) to the hotel management and
franchise business segment that will help Hilton weather cyclical
downturns given the low capital intensity of this business segment.
The rating encompasses our positive outlook for the lodging
industry and Hilton's large pipeline of room additions which are
expected to drive higher earnings and cash flow. The rating is also
supported by Hilton's very good liquidity as provided by its
sizable free cash flow and $1 billion revolving credit facility.
Hilton's rating is constrained by financial sponsor Blackstone
Group L.P. controlling interest (about 55%) in Hilton. Despite our
view that Blackstone has thus far applied a balanced and prudent
financial policy at Hilton, Blackstone could consider re-leveraging
the company at some point in the future.

Ratings could be upgraded if Hilton reduces and its financial
policy supports it maintaining debt/EBITDA (Moody's adjusted basis)
below 4.5 times and EBITA/interest expense of at least 3.0 times.

Ratings could be lowered should occupancy and average daily room
rate fall resulting in a decline in earnings or should financial
policy result in debt/EBITDA likely being sustained above 5.25
times or EBITA to interest expense likely to remain below 2.25
times.

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

Hilton Worldwide Holdings Inc. operates one of the world's largest
hotel systems. The company operates 4,362 hotels, resorts and
timeshare properties comprising 720,701 rooms in 94 countries and
territories. Affiliates of The Blackstone Group L.P. own
approximately 55% of Hilton. Annual net revenues are nearly $7
billion.


HOUGHTON MIFFLIN: Fitch Affirms 'B+' IDR After Term Loan Upsize
---------------------------------------------------------------
The ratings for Houghton Mifflin Harcourt Publishers Inc. (HMH) and
its subsidiaries remain unaffected following the company's
announcement that it is seeking a $800 million term loan due 2021
(increased from an initial $500 million), and that its board had
authorized an incremental $300 million to its share repurchase
program (total authorization of $500 million), according to Fitch
Ratings.  HMH's current Issuer Default Rating (IDR) is 'B+', and
its senior secured term loan is rated 'BB+/RR1'.

KEY RATING DRIVERS

HMH announced that it will be seeking an $800 million term loan
(originally $500 million in conjunction with the proposed
acquisition of Scholastic Corp.'s Educational Technology and
Services business).  The incremental debt can fund the incremental
$300 million to the share repurchase program (total authorization
of $500 million over two years).  Although pro forma post-plate
unadjusted leverage increases to 3.7x, it remains within Fitch's
expectations for the rating.

Fitch's rating has consistently incorporated its belief that HMH's
prior capital structure was not permanent, and that the company
would increase leverage to fund an acquisition or capital returns.
At this point, there is little room for further leveraging
transactions.  Fitch expects to rate the new term loan at the same
rating as the current term loan.

HMH's billings increased 3% in 1Q15, after a strong FY2014, up 16%,
resulting in free cash flow (FCF) of $339 million in the LTM
period.  Pro forma for the incremental debt and purchase price,
Fitch calculates cash of over $500 million, providing for
sufficient liquidity to fund the share repurchases over the next
two years, within the context of the current rating.

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

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

Leverage and Liquidity

Fitch calculates pro forma post-plate unadjusted gross leverage of
3.7x (up from 1.7x at FYE 2014).  Pro forma liquidity is supported
by over $500 million in cash and cash equivalents (Fitch pro forma
calculation) and $152.4 million in borrowing availability under the
$250 million asset-backed revolver, due 2017.

Fitch calculates FCF of $339 million for the LTM period ended March
31, 2015.  Fitch expects HMH to continue to deploy cash
(organically and through acquisitions) towards share repurchase,
digital investments and adjacent K-12 educational material markets.

The Recovery Rating analysis reflects a restructuring scenario
(going-concern) and an adjusted, distressed enterprise valuation of
$1.4 billion using a 6x multiple.  Given the strong recovery
prospects, the $800 million senior secured term loan and the $250
million asset-backed credit facility are notched up to 'BB+/RR1'.

KEY ASSUMPTIONS

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

RATING SENSITIVITIES

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

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

Fitch current rates HMH as:

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

Houghton Mifflin Harcourt Publishing Company
   -- IDR at 'B+'.

HMH Publishers LLC
   -- IDR at 'B+'.

The Rating Outlook is Stable.



HOUGHTON MIFFLIN: Loan Upsizing to $800MM No Impact on Moody's CFR
------------------------------------------------------------------
Moody's Investors Services said on May 6, 2015, Houghton Mifflin
Harcourt Publishers Inc., announced the upsizing of the proposed
Term Loan used to fund the acquisition of Scholastic Inc.'s
Educational Technology and Services division ("EdTech") to $800
million from $500 million. In addition, the company's Board of
Directors approved an incremental $300 million under the Company's
existing stock repurchase program, bringing the total authorization
to $500 million over two years, subject to raising increased debt
proceeds. Although these actions are credit negative and position
the company weakly in its B1 Corporate Family rating, there is no
immediate impact on ratings and the outlook is stable.

Houghton Mifflin Harcourt Company, headquartered in Boston, MA, is
one of the three largest U.S. education publishers focusing on the
K-12 market with an estimated $1.6 billion of reported revenue for
the 12 months ended December 31, 2014 pro forma for the planned
EdTech acquisition. Houghton Mifflin Harcourt Company is the
ultimate parent of Houghton Mifflin Harcourt Publishers, Inc.,
which is a joint and several co-borrower of the rated debt along
with Houghton Mifflin Harcourt Publishing Company and HMH
Publishers LLC. The two largest shareholders are Paulson & Co. and
Anchorage Capital with a combined 37% ownership of the company;
Lazard Asset Management, Blackrock, and Fidelity each hold 5% - 8%,
with the remainder being widely held.


HOUGHTON MIFFLIN: S&P Affirms 'B+' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Boston-based Houghton Mifflin Harcourt
Co. (HMH).  The outlook is stable.

At the same time, S&P affirmed its 'BB' issue-level rating on the
company's planned $500 million senior secured term loan with a
recovery rating of '1', indicating its expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default.

"Our corporate credit rating on HMH reflects our assessment of the
company's well-recognized brands; its leading position, yet narrow
product focus, in the el-hi print and digital educational
publishing market; and the industry's reliance on state and local
government funding," said Standard & Poor's credit analyst Thomas
Hartman.

"The rating also reflects our view of the company's good free
operating cash flow generation and payback credit metrics, and our
expectation that leverage will improve to below 5x by the end of
2016," he added.

The stable outlook reflects S&P's expectation that the company will
continue to maintain significant market share in the 40% range in
the U.S. el-hi education publishing market, and that leverage will
decline to the high-4x area by the end of 2016.

S&P could lower the rating if operating performance suffers, and it
expects leverage to remain above 5x on a sustained basis.  In this
scenario, the company would likely lose market share to competitors
through the adoption cycle, or the company's ability to grow within
the intervention and pre-K markets is slower than S&P expected.
S&P could also lower the rating if it expects the company will
maintain leverage above 5x through debt-financed
acquisitions, dividends, or share repurchases.

S&P could raise the rating if the company maintains or grows its
market share while diversifying revenue to be less dependent on
state and local government funding, and EBITDA margins increase
above 15%.



INFILTRATOR SYSTEMS: Moody's Assigns 'B2' CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Infiltrator Systems
Integrated, LLC. Moody's also assigned a B1 rating to the company's
proposed $40 million senior secured revolver, a B1 rating to the
proposed $230 million senior secured first lien term loan, and a
Caa1 rating to the proposed $115 million senior secured second lien
term loan. The rating outlook is stable. This is the first time
Moody's has assigned ratings to this issuer.

The following rating actions were taken:

  -- Corporate Family Rating, assigned at B2;

  -- Probability of Default Rating, assigned at B2-PD;

  -- $40 million senior secured revolver, assigned at B1, LGD3;

  -- $230 million senior secured first lien term loan, assigned
     at B1, LGD3;

  -- $115 million senior secured second lien term loan, assigned
     at Caa1, LGD5;

  -- The rating outlook is stable.

Infiltrator's B2 Corporate Family Rating reflects its strong market
position in the onsite wastewater industry, strong EBITA margins,
modest free cash flow generation and large, geographically diverse
distribution network. Offsetting these strengths are the company's
small size, high debt leverage, customer and supplier
concentrations, and volatility associated with single family
housing and commercial construction end markets. Moody's expect the
company's operating performance and key metrics to improve as
single family and commercial construction end markets continue to
recover, and as the adoption to plastic wastewater and stormwater
products from traditional concrete, stone and pipe products gains
momentum.

Infiltrator has a leading position in the septic leachfield
industry and is a leading provider of plastic chambers for
subsurface stormwater retention and detention systems. The
company's product line offers advantages over traditional
materials, including efficient and cost effective installation,
reduced drainfield footprint area, and design flexibility.
Infiltrator has a dedicated regulatory team which combines
engineering and regulatory management capabilities to drive new
product design, gain approval for new products, advance policy and
legislation for existing products, and maintain existing product
approvals. It has 74 active patents which mitigate competition.
Despite its strong market position, the Infiltrator is very small
compared to its rated peers.

EBITA margin is strong when compared to other manufacturing
companies. For the period ending January 2, 2015, EBITA margin was
20.1%. Moody's expect margins to grow in 2015. Profitability is
driven in large part by the use of recycled materials. In addition
to strong margins, free cash flow generation is supported by the
company's low annual maintenance capital expenditures and by
pricing power given the non-discretionary nature of its wastewater
products. As a result and absent a change in the competitive
landscape, Moody's expect EBITA margin to remain strong through
economic cycles, similar to margins the company sustained during
the last recession.

Infiltrator has over 1,300 distribution locations and 400
distribution locations through its relationship with Advanced
Drainage Systems ("ADS"). ADS is Infiltrator's largest customer,
representing approximately 28% of 2014 revenue. Loss of its
relationship with ADS could negatively impact Infiltrator's
operating performance and financial condition. Infiltrator also has
supplier concentration. One supplier represents approximately 25%
of its recycled material purchases.

Primary end markets served include single-family construction and
commercial construction which are improving. Onsite wastewater
solutions growth is closely correlated with single-family home
construction. Tanks and leachfield products generally lag housing
starts by approximately six months. Infiltrator derives
approximately 88% of its revenue from its wastewater products, so
any retraction in single family home starts foreshadow weakening
sales. Positively, replacement demand for leachfield products is
relatively stable due to the non-discretionary nature of failing
septic systems. Management estimates replacement of leachfield
installations represented approximately 45% to total Infiltrator
installations in 2014.

Moody's expects adjusted debt to EBITDA to be below 6.0x by the end
of fiscal year ending January 1, 2016, which is incorporated into
the B2 CFR. EBIT to interest expense is expected to be
approximately 2.0x for the same period.

The stable rating outlook incorporates Moody's view that
Infiltrator's operating performance will continue to improve as the
company's key end markets continue to strengthen. This operating
improvement, along with modest debt repayment, should lead to
improvement in the company's key credit metrics.

Moody's indicated that a ratings upgrade over the near-term would
be unlikely given Infiltrator's small size. Over the longer term,
the rating could be upgraded if the company continues to grow its
revenue base and market position, while end markets demonstrate
solid growth. In addition, Infiltrator would need to reduce its
single customer and supplier concentrations. The company would also
need to reduce adjusted debt to EBITDA below 5.0x, grow its
adjusted EBITA margin in excess of 25% and generate solid free cash
flow, all on a sustainable basis.

The ratings could come under pressure should the company's adjusted
debt to EBITDA increase beyond 6.5x and adjusted EBIT to interest
expense declines below 1.7x for an extended period of time whether
due to weak operating performance, a change in the competitive
landscape or aggressive acquisition activity. Additional pressure
would occur if Infiltrator's EBITA margin declines below 17%.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 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.

Infiltrator is a leading provider of engineered plastic chambers,
synthetic aggregate leachfields, tanks, and accessories of the
onsite wastewater and stormwater industries. In May 2015, Ontario
Teacher's Pension Plan ("OTPP" or the "Sponsor") purchased
Infiltrator for a total purchase price of $530 million. For the
year ended January 2, 2015, Infiltrator generated approximately
$190 million in total revenue.


INT'L ACADEMY OF FLINT: S&P Cuts Rating on 2007 Rev. Bonds to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
International Academy of Flint (IAF), Mich.'s series 2007 public
school academy revenue bonds one notch to 'BB+' from 'BBB-'.  The
outlook is stable.

"This action reflects our view of IAF's declining operating
performance and weakened debt service coverage levels, which are
more in line with the lower rating category," said Standard &
Poor's credit analyst Avani Parikh.

Though IAF's fiscal 2014 results are improved from the prior year,
and enrollment is showing signs of stabilizing after several years
of decline, according to Standard & Poor's, the academy's overall
profile has not rebounded to its previously healthy levels.

"We could consider another negative rating action within the
one-year outlook period should enrollment decline unexpectedly from
its current level, further pressuring operations and coverage, or
if the academy issues additional debt, although neither scenario is
expected at this time," Ms. Parikh added.  "A positive rating
action is unlikely over the outlook period, in our view, given
IAF's coverage position and recent history of operating losses."

IAF, initially chartered in 1999 by Central Michigan University, is
a public, college preparatory, charter school located in Flint,
Mich. that serves 1,125 students from kindergarten through 12th
grade.



INTEGRA TELECOM: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of Integra Telecom, Inc.
following its announcement of a refinancing transaction. Integra
plans to borrow an incremental $100 million of new senior secured
1st lien term loan to prepay a portion of the existing senior
secured 2nd lien term loan. As part of this rating action, Moody's
has changed the LGD assessment on the senior secured 2nd lien term
loan at Integra Telecom Holdings, Inc. to Caa2 (LGD6) from Caa2
(LGD5) due to the shift in capital structure. The outlook remains
stable.

Affirmations:

Issuer: Integra Telecom, Inc.

  -- Probability of Default Rating, Affirmed B3-PD

  -- Corporate Family Rating (Local Currency), Affirmed B3

Issuer: Integra Telecom Holdings, Inc.

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed B2, LGD3

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed Caa2, to LGD6 from LGD5

Outlook Actions:

Issuer: Integra Telecom Holdings, Inc.

  -- Outlook, Remains Stable

Issuer: Integra Telecom, Inc.

  -- Outlook, Remains Stable

Integra's B3 corporate family rating reflects its small scale and
weak revenue trajectory due to the intense competitive pressures
that the company faces. Integra competes primarily with incumbent
carriers like CenturyLink and AT&T by targeting medium to large
enterprise customers, while its legacy customer base among small
business customers has faced tough competition from cable
companies. Although leverage is moderate in the mid 4x range,
Moody's believes that the company has a narrow equity cushion,
given Moody's expectation of relatively low enterprise value
multiples for low-growth companies in this segment of the telecom
industry. Integra's extensive fiber-optic network assets in the
Pacific Northwest and its relatively stable base of recurring
revenues provide additional support to the rating.

The company is expected to save approximately $5 million in annual
interest expense with the refinancing transaction. This will help
the company's free cash flow which has been negative in 2013 and
2014 due to high capital intensity and weak operating performance.
Moody's expects the company will start to generate positive free
cash flow in 2015 driven by cost cutting efforts.

The ratings for the debt instruments reflect both the probability
of default of Integra, to which Moody's assigns a PDR of B3-PD, and
individual loss given default assessments. Moody's assumes a 50%
family recovery rate given the capital structure of 1st lien and
2nd lien bank debt. The senior secured 1st lien credit facilities
are rated B2 (LGD3), one notch above the CFR due to the support
from the 2nd lien term loan. The 2nd lien term loan is rated Caa2
(LGD6) to reflect its junior ranking within the capital structure.

Moody's expects that Integra will maintain good liquidity over the
next twelve months with an undrawn $60 million revolver and $11
million of cash on hand as of March 31, 2015. Moody's believes that
Integra will have sufficient cushion under its financial covenants
for the next 12 months following the amendment to its 1st lien
credit facilities.

Moody's could upgrade Integra's ratings if the company is able to
generate consistent revenue growth and positive free cash flow
while its Moody's adjusted Debt/EBITDA approaches 4x. Moody's could
lower Integra's ratings if free cash flow turns negative, if its
liquidity becomes strained or if adjusted Debt/EBITDA leverage
exceeds 6x for an extended period.

Integra Telecom, Inc. is a competitive local exchange carrier
headquartered in Portland, OR, which provides telecommunications
services various sized businesses and communications companies.

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


INTERNATIONAL BRIDGE: Files for Ch. 11 With $27.5M in Debt
----------------------------------------------------------
International Bridge Corporation, a contractor in the South Pacific
and Guam, sought Chapter 11 protection, disclosing $27.5 million in
debt.

The Debtor is an Ohio corporation previously engaged in the
construction business, primarily building government projects in
the South Pacific and Guam.  It has constructed a high school for
CaPFA Capital Corp. 2010 on the island of Guam, and most recently
the Kilo Wharf Extension for the Department of the Navy at the
Commander Naval Regional Marianas, main Base, Guam.  

The Debtor is no longer currently seeking construction projects to
the liens of the Internal Revenue Service.  Its main business now
is fulfilling a service and maintenance contract for the John F.
Kennedy High School on the island of Guam.  The Debtor manages the
contract and subcontracts with General Pacific Services, LLC, to
perform the maintenance.  The Debtor charges a 10% fee for
facilitating the services.  The remainder collected from CaPFA is
paid to GPS.  Additionally, with regard to the Wharf Project, the
Navy is holding retainer one Debtor-scope work totaling $2,265,000
and it is reviewing certified claims totaling approximately
$12,000,000 for additional Debtor-scope work.  Associated with this
receivable, the Debtor owes vendors and other unsecured creditors
in the approximate amount of $693,000, TOA Corporation in the
amount of $7,757,779 (of which $629,000 is undisputed, and the
remainder is disputed), the IRS in the amount of $4,477,161, and
Guam in the amount of $4,822,812.

On Aug. 2, 2011, the IRS filed a notice of federal tax lien with
the register of deeds in Shawnee County, Kansas.  On March 12,
2015, Guam filed a notice of tax lien with the District of Guam.

As of the Petition Date, the Debtor's assets include:

    * Accounts receivable owed in regard to the Kilo Wharf Project
with the U.S. Department of the Navy in the amount of $14,265,000;

    * Trade accounts receivable in the amount of $2,653,998;

    * Account receivable owed by CaPFA in the amount of $760.50,
with an additional $73,479 becoming ddue on May 8, 2015;

    * Equipment and inventory with an approximate value of
$407,170, and

    * Bank accounts with a combined approximate balance of $66.50.

                             Schedules

The Debtor filed schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $17,403,622
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,718,477
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $9,299,972
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,461,134
                                 -----------      -----------
        TOTAL                    $17,403,622      $27,479,583

The Debtor's $4,477,161 debt to the IRS and $4,822,812 to Guam were
included in Schedule E.

A copy of the schedules is available for free at:

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

                     About Int'l Bridge Corp.

International Bridge Corporation, a contractor for government
projects in the South Pacific and Guam, sought Chapter 11
protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May
7, 2015.  Robert Toelkes, the sole shareholder and manager, signed
the petition.  The case is assigned to Judge Robert D. Berger.  The
Debtor tapped Stevens & Brand, LLP, as counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due by Sept. 4, 2015.


INTERNATIONAL BRIDGE: Proposes to Use Cash Collateral
-----------------------------------------------------
International Bridge Corporation asks the U.S. Bankruptcy Court for
the District of Kansas to enter an order (i) authorizing the use of
cash collateral, and (ii) determining that the Internal Revenue
Service is adequately protected.

The Debtor intends to use cash collateral for miscellaneous
operating costs, the payment of income to its employees, payment of
attorney's fees, and for payment of the U.S. Trustee's assessments
and other expenses in the Ch. 11 proceeding.

If allowed to use the cash collateral for its operating needs, the
Debtor should not require any additional postpetition financing,
nor should it incur further indebtedness during the pendency of the
case.  The cash collateral will be utilized on an interim, but
likely ongoing basis, with extensions to the motion filed every 90
days, or other period as the Court.

TOA Corporation ("TOA"), the Government of Guam, the Department of
Revenue and Taxation ("Guam") and the Internal Revenue Service
("IRS") may claim an interest in the cash collateral.

The Debtor owes TOA in the amount of $7,769,779 (of which $629,000
is undisputed, and the remainder is disputed), the IRS the amount
of $4,477,161 and Guam in the amount of $4,822,812.

On Aug. 2, 2011, the IRS filed a notice of federal tax lien with
the register of deeds in Shawnee County, Kansas.  On March 12,
2015, Guam filed a notice of tax lien with the District of Guam.
TOA may assert an interest in the cash collateral by virtue of a
UCC-1 filled with some branch of the Guam Government but the
description of the property that TOA claims an interest in does not
seem to encompass the cash collateral.

The Debtor seeks permission to use cash collateral, only to extent
of the account receivable owed by CaPFA Capital Corp. 2010 for the
month of April and each month thereafter, to continue its business
operations.

The Debtor will grant a continuing and replacement lien in accounts
receivable created postpetition.  However, no further adequate
protection will be provided.

The Debtor contends that IRS and Guam are currently over-secured
based upon the value of its assets and the secured claims as of the
Petition Date, and therefore no additional security or value should
be required for use of the cash collateral.

                     About Int'l Bridge Corp.

International Bridge Corporation, a contractor for government
projects in the South Pacific and Guam, sought Chapter 11
protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May
7, 2015.  Robert Toelkes, the sole shareholder and manager, signed
the petition.  The case is assigned to Judge Robert D. Berger.  The
Debtor tapped Stevens & Brand, LLP, as counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due by Sept. 4, 2015.


INTERNATIONAL TEXTILE: Posts $4.67-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
International Textile Group, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stock of $4.67 million on $144
million of net sales for the three months ended March 31, 2015,
compared to a net loss attributable to common stock of $8.20
million on $145 million of net sales for the same period in 2014.

As of March 31, 2015, the Company had $328 million in total assets,
$395 million in total liabilities, and a $67.5 million total
stockholders' deficit.

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

                        http://is.gd/wEEOhG

                   About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

International Textile reported a net loss attributable to common
stock of $15.4 million on $595 million of net sales for the year
ended Dec. 31, 2014, compared to a net loss attributable to common
stock of $10.9 million on $600 million of net sales in 2013.


J.R. WILLIAMS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J.R. Williams, LLC
        633 W Pizzicato LN
        Tucson AZ, AZ 85737

Case No.: 15-05736

Chapter 11 Petition Date: May 9, 2015

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

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Dennis M Breen, III, Esq.
                  BREEN OLSON & TRENTON, LLP
                  4720 N Oracle RD Ste 100
                  Tucson, AZ 85705-1673
                  Tel: 520-742-0808
                  Fax: 520-844-1618
                  Email: dennis@botlawfirm.com

Total Assets: $277,694

Total Liabilities: $36.22 million

The petition was signed by Robert W. Bransky, member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb15-05736.pdf


JAMES RIVER: Seeks Approval of Settlement with Caterpillar
----------------------------------------------------------
James River Coal Company and its debtor subsidiaries sought and
obtained approval from Judge Kevin R. Huennekens of the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, of their settlement agreement with Caterpillar Financial
Services Corporation.

Caterpillar filed a proof of claim against JRCC asserting a claim
secured by a lien on a Caterpillar model 329RL excavator, with
serial number PLW0137 on June 6, 2014.  Pursuant to the December
29, 2014, Sale Order, the Equipment was sold free and clear of all
liens, claims and encumbrances, and those liens, claims and
encumbrances attached to the proceeds of the sale of the Equipment.
Following the entry of the Sale Order, the proceeds of the sale of
the Equipment remained encumbered by a lien in favor of
Caterpillar.

Caterpillar originally asserted the Claim in the amount of
$274,479.  After negotiations, the parties agreed to settle the
Claim for $220,567, with $187,815 to be treated as a secured claim
payable immediately, and the remainder, a general unsecured claim.

Under the Settlement Agreement, the parties agreed to the following
terms:

   * Debtors will pay to Caterpillar $187,815 immediately after
entry of a Court order approving the Agreement, and Caterpillar
will release its lien on the Equipment and/or sale proceeds;

   * Caterpillar will be deemed to have an allowed unsecured claim
against JRCC in the amount of $32,752; and

   * Upon payment of the Settlement Proceeds, the Claim will be
expunged from the Debtors' claims register, and all claims held by
Caterpillar against the Debtors will be released.

The Debtors' counsel, Henry P. Long, III, Esq., at Hunton &
Williams LLP, in Richmond, Virgina, asserted that since the Debtors
are not yet in a position to propose a plan and cannot use
Caterpillar's cash collateral, there is no prejudice to the Debtors
if those proceeds will be immediately paid over to Caterpillar.

The Debtors are represented by:

         Tyler P. Brown, Esq.
         Henry P. (Toby) Long, III, Esq.
         Justin F. Paget, Esq.
         HUNTON & WILLIAMS LLP
         Riverfront Plaza, East Tower
         951 East Byrd Street
         Richmond, VA 23219
         Tel: (804) 788-8200
         Fax: (804) 788-8218
         Email: tpbrown@hunton.com
                hlong@hunton.com
                jpaget@hunton.com

            -- and --

         Marshall S. Huebner, Esq.
         Brian M. Resnick, Esq.
         Michelle M. McGreal, Esq.
         DAVIS POLK & WARDWELL LLP
         450 Lexington Avenue
         New York, NY 10017
         Tel: (212) 450-4000
         Fax: (212) 607-7973
         Email: marshall.huebner@davispolk.com
                brian.resnick@davispolk.com
                michelle.mcgreal@davispolk.com

                         About James River

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

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

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

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

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

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


JBS USA: Moody's Assigns Ba1 Rating to New $475MM Term Loan
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to JBS USA LLC's
proposed $475 million senior secured term loan due 2022. Net
proceeds from the offering would be used to refinance an existing
$408 million senior secured term loan due 2018. The rating is
subject to successful completion of the offering and final
documentation. The outlook is stable.

JBS USA currently has two term loans outstanding under a master
term loan agreement: a $408 million senior secured term loan due
2018 and a $493 million senior secured term loan due 2020. The
company intends to amend its master term loan agreement to reduce
pricing on both underlying term loans and extend the maturity date
of the 2018 term loan to 2022. If consummated, Moody's will
withdraw the instrument rating on the 2018 term loans to be
retired.

JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A. (Ba2, stable), which controls JBS USA Holdings
and its wholly-owned subsidiary JBS USA LLC in all material
respects. Thus, Moody's expects any future changes to JBS USA's
ratings to mirror changes to JBS S.A.'s Corporate Family Rating.
Please refer to JBS S.A.'s credit opinion on moodys.com for the
factors that could lead to a change in JBS S.A.'s ratings.

JBS S.A's Ba2 Corporate Family Rating incorporates the strength of
its global operations as one of the world's largest protein
producers and its good diversification of protein products, raw
material sourcing and sales, which offset inherent industry risks
such as animal protein cycles, diseases and trade restrictions. The
strategy to increase its footprint in the global processed food
business and invest on strong domestic brands in Brazil via JBS
Foods has improved the business profile and should lead to higher
and more stable margins over time. Partially offsetting these
positive attributes are risk factors such as a weakening consumer
scenario in Brazil, and the company's history of aggressive growth
via acquisitions.

JBS USA, LLC

  -- Proposed $475 million Term loan B due May 2022 at Ba1.

JBS USA's $408 million and $493 million senior secured term loans
are rated Ba1, one notch above the Corporate Family Rating of JBS
S.A., reflecting the assets of JBS USA pledged to the term loan
lenders and the loans' senior position to $2.6 billion of senior
unsecured debt in the capital structure. The term loans are
effectively subordinate to a $900 million asset-based revolving
line that is secured by JBS USA's most liquid assets -- accounts
receivable, finished goods and supply inventories. The asset-based
revolver, the secured term loans and nearly all of the unsecured
notes have downstream guarantees from the ultimate parent JBS S.A.,
as well as from intermediate holding company, JBS Holdings. JBS USA
also provides an upstream guarantee of JBS S.A.'s 2016 senior
notes. JBS Five Rivers, an unrestricted subsidiary of JBS USA, is
not a guarantor.

JBS USA operates the US beef and pork segments and the Australian
beef and lamb operations of Brazil-based JBS S.A., the largest
protein processor in the world. JBS USA is owned directly by an
intermediate holding company, JBS USA Holdings ("Holdings"), which
also owns a 75.5% controlling equity interest in US-based Pilgrim's
Pride Corporation ("Pilgrims"), the second largest poultry
processor in the world. Reported net sales for JBS S.A., Holdings,
and Pilgrims for the twelve months ended December 2014 were
approximately BRL 120.5 billion (USD 39.7 billion) and $8.6
billion, respectively, while JBS USA reported net sales of $20.4
billion for the twelve-month period ended March 31, 2015.

The principal methodology used in this rating was Global Protein
and Agriculture Industry published in May 2013.


JEFFERIES FINANCE: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Jefferies Finance's Ba3
corporate family rating and B1 senior unsecured debt ratings, as
well as assigned a Ba2 senior secured rating, both with a stable
outlook.

JFIN announced its plans to issue $215 million of senior secured
debt, the proceeds of which will be used to support growth in its
underwriting and arrangement business. Moody's does not view this
transaction as materially changing JFIN's profile or financial
metrics.

The affirmation of JFIN's Ba3 corporate family rating is driven by
the company's franchise strength in the US middle market leveraged
lending and its solid liquidity, with approximately $1.6 billion of
unrestricted balance sheet cash (adjusted for transaction
frontings), supplemented by a disciplined approach to loan
syndication and credit underwriting. The ratings also reflect
JFIN's increase in the average size of commitments, which increases
the overall liquidity risk in the syndication pipeline,
particularly in light of the frothy leverage syndication market.

The Ba2 senior secured and B1 senior unsecured debt ratings reflect
relative structural seniority and asset coverage metrics.

A combination of the following factors could put upward pressure on
the rating:

  - Managing a larger loan syndication platform while maintaining
    financial performance, without increasing risk

  - Maintaining strong liquidity and market risk management with
    respect to the syndication commitment pipeline throughout the
    cycle

A combination of the following factors could put downward pressure
on the rating:

  - Severe liquidity stress or significant increase in
    outstanding commitments without a commensurate increase in
    liquidity resources, i.e. liquidity becomes less than half of
    the company's outstanding syndication and revolver
    commitments

  - Marked deterioration of financial performance for a sustained
    period

JFIN is a commercial finance company headquartered in New York,
focusing on US middle market leveraged lending. The Company is
structured as a joint venture structure between Jefferies Group LLC
and Massachusetts Mutual Life Insurance Company.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


JEFFERIES FINANCE: S&P Revises Outlook to Stable & Affirms B+ ICR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Jefferies Finance LLC (JFIN) to stable from positive.  S&P also
affirmed all ratings on JFIN, including the 'B+' issuer credit
rating.  S&P assigned a 'B+' issue-level rating to the new senior
secured bank loan.

The new debt issue, combined with recent collateralized loan
obligation (CLO) issuance, raises JFIN's leverage to approximately
6x debt to equity.  S&P previously had a positive rating outlook,
indicating that it could raise the ratings if JFIN maintained
leverage not materially higher than 4.5x while maintaining good
liquidity, and assuming no deterioration in underwriting standards.
S&P now expects, over the next 12 months, leverage will be between
5x and 6x, which is in line with S&P's current "moderate" capital,
leverage, and earnings assessment (as S&P's criteria describe the
term).  That said, S&P views the new debt as supportive of the
"adequate" funding and liquidity assessment because the revolving
CLOs largely cover the firm's revolver commitments, and the new
bank debt provides stable funding to help the firm meet its new
origination commitments of approximately $2.2 billion.  Excluding
the revolving CLOs, which are largely collateralized by cash, the
company's leverage would be about 4.8x.

S&P's ratings on JFIN continue to reflect its concentration in
leveraged lending and the liquidity, market, and credit risks of
its originate-to-syndicate and balance-sheet lending businesses.
The company's track record of relatively modest credit losses and
the funding, credit, and operational support provided by its two
equity owners--Jefferies Group LLC (Jefferies) and Massachusetts
Mutual Life Insurance Co. (MassMutual)--are positive rating
factors.

"Our stable rating outlook reflects our expectations that JFIN will
operate with leverage between 5x to 6x over the next 12 months and
will maintain adequate funding and liquidity to meet its
commitments given management's growth plans," said Standard &
Poor's credit analyst Robert Hoban.

S&P believes the firm's fairly aggressive risk appetite and planned
growth in origination volume could cause credit and market losses
to rise from their current low levels with the credit cycle.
However, S&P expects realized credit losses to remain manageable.

Further, S&P expects Mass Mutual and Jefferies to maintain their
ownership and funding and operational support.

S&P could downgrade JFIN if leverage increases and remains above
6.5x, if commitments are frequently well in excess of available
liquidity, or if available liquidity deteriorates materially.  In
addition, S&P would consider lowering the rating if the company's
stable funding ratio fell below 90%, particularly if as a result of
difficulty syndicating originations.  S&P would view the weakening
of underwriting, particularly higher borrower leverage and lower
interest rate flexibility, as raising this risk.  S&P could also
downgrade JFIN if Jefferies/Leucadia were to reduce its commitment
to the firm.

S&P could raise the ratings if the firm limits the frequency and
magnitude by which its commitments exceed its liquidity,
demonstrates strong credit performance and underwriting over the
next year, and leverage stabilizes at about 5x.  



KASPER LAND: Seeks Final Decree Closing Case
--------------------------------------------
Kasper Land and Cattle Texas, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Texas a post-confirmation report
certifying that its Plan of Reorganization, as confirmed by the
Court, has been fully administered.

Bill Kinkead, Esq., at Kinkead Law Offices, attorney for the
Debtor, further certifies:

   * The transfer of all or substantially all of the property
proposed by the confirmed Plan of Reorganization to be transferred;


   * The assumption by the Debtor-In-Possession, or the successor
to the Debtor-In-Possession, of the business or the management of
all or substantially all of the property of the
Debtor-In-Possession as provided in the confirmed Plan of
Reorganization;

   * The commencement of distribution to creditors whose claims
have been allowed, creditors with equity security interests whose
claims have not been disallowed, and to indenture trustees who have
filed claims pursuant to Rule 3003(c)(5) which have been allowed,
and distribution of any other deposits or payments required by the
confirmed Plan of Reorganization;

   * The payment of all sums payable to the Clerk of Court for
noticing and claims processing charges;

   * All Orders on Fees and Objections to Claims have become final;
and

   * Payment of all compensation awarded for fees and expenses
payable to professionals.

Accordingly, the Debtor asks the Court to enter a final decree
closing its case.

The Debtor's Plan provides for the sale of the company's farm land
in parcels based on available water resources to maximize the value
and the number of willing buyers who can more likely afford and
finance a portion rather than all of the property.  Under the Plan,
Kasper Land's secured creditors will be paid in full and will
receive interest.  Unsecured claims, if any, will also be paid in
full but without interest 90 days after the company officially
exits bankruptcy.  Meanwhile, equity holders will retain their
interests in the company.

                   About Kasper Land and Cattle

Kasper Land and Cattle Texas, LLC, sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo,
Texas, on March 3, 2014.  Bill Kinkead, Esq., at Kinkead Law
Offices, serves as counsel to the Debtor.  The Debtor disclosed
$23,170,640 in assets and $13,420,213 in liabilities as of the
Chapter 11 filing.



KEMET CORP: Reports Preliminary Q4 and Fiscal Year 2015 Results
---------------------------------------------------------------
KEMET Corporation reported preliminary results for the fourth
quarter and fiscal year ended March 31, 2015.

Net sales of $193.7 million for the quarter ended March 31, 2015,
decreased 3.8% from net sales of $201.3 million for the prior
quarter ended Dec. 31, 2014, and decreased 10.2% compared to net
sales of $215.8 million for the quarter ended March 31, 2014.  For
the fiscal year ended March 31, 2015, net sales were $823.2 million
compared to $833.7 million for the fiscal year ended
March 31, 2014.

The U.S. GAAP net loss for the quarter ended March 31, 2015, was
$19.8 million, or $0.44 loss per basic and diluted share, compared
to a net loss for the quarter ended March 31, 2014, of $14.4
million or $0.32 loss per basic and diluted share.  For the fiscal
year ended March 31, 2015, the net loss was $14.1 million, or $0.31
loss per diluted share compared to a net loss of $68.5 million, or
$1.52 loss per diluted share for the fiscal year ended March 31,
2014.

"We entered this fiscal year focused on improving Adjusted
operating income and cash flow and we are pleased that our Adjusted
operating income improved over $30.5 million compared to our prior
fiscal year even with some currency headwinds in the last two
quarters," stated Per Loof, KEMET's chief executive officer.  "As
we adjust to the reality of a strong U.S. dollar we believe we have
positioned our cost structure to allow us to continue a trend of
improving our Adjusted operating income for our next fiscal year as
well," continued Loof.

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

                         http://is.gd/kt9TGY

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

                           *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


LANTHEUS MEDICAL: Posts $657,000 Net Income in First Quarter
------------------------------------------------------------
Lantheus Medical Imaging, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $657,000 on $74.8 million of revenues for the three
months ended March 31, 2015, compared with a net loss of $1.28
million on $73.3 million of revenues for the same period in 2014.

As of March 31, 2015, the Company had $249 million in total assets,
$489 million in total liabilities, and a $241 million total
stockholders' deficit.

Jeff Bailey, president and CEO commented, "We delivered a strong
start to 2015, as reflected in our first quarter results.  We are
pleased once again with the continued strength of DEFINITY, which
now has grown sequentially every quarter since mid-2012, driven by
our ongoing efforts to expand the appropriate use of contrast in
cardiac echo procedures.  Our first quarter performance also
reflects lower sales volumes but higher average selling prices and
some mix shift in one customer channel, driven by a change in
contract status.  While we anticipate that the benefit of this
change will moderate in future quarters, we are nonetheless pleased
with its contribution to our strong start to 2015."

Mr. Bailey continued, "Further contributing to our strong Q1
performance, our operating expense levels, as adjusted, declined
versus the year-ago period, reflecting our continued efforts to
improve operating efficiency and resulting in 190 basis points of
margin improvement, as adjusted, versus the year-ago quarter.
Altogether, we delivered first quarter Adjusted EBITDA of $20.6
million and free cash flow of $11.7 million for an excellent start
to 2015.  Looking ahead to the rest of the year, our efforts will
continue to focus on initiatives that strengthen our business and
improve our operating model while meeting the needs of the
customers we serve."

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

                        http://is.gd/BGCbFr

                       About Lantheus Medical

Lantheus Medical Imaging, Inc., a wholly-owned operating
subsidiary of parent company, Lantheus MI Intermediate, Inc., is a
global leader in developing, manufacturing, selling and
distributing innovative diagnostic imaging agents.  LMI provides a
broad portfolio of products, which are primarily used for the
diagnosis of cardiovascular diseases.  LMI's key products include
the echocardiography contrast agent DEFINITY(R) Vial for
(Perflutren Lipid Microsphere) Injectable Suspension;
TechneLite(R) (Technetium Tc99m Generator), a technetium-based
generator that provides the essential medical isotope used in
nuclear medicine procedures; and Xenon (Xenon Xe 133 Gas), an
inhaled radiopharmaceutical imaging agent used to evaluate
pulmonary function and for imaging the lungs.

Lantheus Medical reported a net loss of $1.16 million in 2014, a
net loss of $61.7 million in 2013 and a net loss of $42 million in
2012.

                            *     *    *

As reported by the TCR on July 1, 2014, Moody's Investors Service
upgraded the ratings of Lantheus  including the Corporate Family
Rating to 'Caa1' from 'Caa2', the Probability of Default Rating to
Caa1-PD from Caa2-PD and the senior unsecured rating to 'Caa1
(LGD4)' from 'Caa2 (LGD4)'.

"The upgrade reflects our outlook for continuing earnings
improvement driven by rising DEFINITY sales and the impact of
ongoing cost reductions, while the positive outlook considers the
potential for deleveraging pending a successful IPO and further
resolution of supply issues," stated Michael Levesque, Senior Vice
President.

In the Nov. 6, 2013, edition of the TCR, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Lantheus
Medical Imaging Inc. to 'B-' from 'B'.  The outlook is negative.


LIQUIDMETAL TECHNOLOGIES: Posts $2.48 Million Net Loss in Q1
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.48 million on $26,000 of total revenue for the three
months ended March 31, 2015, compared to a net loss of $3.91
million on $160,000 of total revenue for the same period in 2014.

As of March 31, 2015, the Company had $10.42 million in total
assets, $3.92 million in total liabilities, and $6.49 million in
total stockholders' equity.

The Company anticipates that its current capital resources, when
considering expected losses from operations, will be sufficient to
fund its operations through the end of 2015.  The Company has a
relatively limited history of producing bulk amorphous alloy
components and products on a mass-production scale.  Furthermore,
the ability of future contract manufacturers to produce the
Company's products in desired quantities and at commercially
reasonable prices is uncertain and is dependent on a variety of
factors that are outside of the Company's control, including the
nature and design of the component, the customer's specifications,
and required delivery timelines.  These factors will likely require
that the Company make future equity sales under the 2014 Purchase
Agreement, raise additional funds by other means, or pursue other
strategic initiatives to support its operations beyond 2015 and
into 2016.  There is no assurance that the Company will be able to
make equity sales under the 2014 Purchase Agreement or raise
additional funds by other means on acceptable terms, if at all.  If
the Company were to make equity sales under the 2014 Purchase
Agreement or to raise additional funds through other means by
issuing securities, existing stockholders may be diluted.  If
funding is insufficient at any time in the future, the Company may
be required to alter or reduce the scope of its operations or to
cease operations entirely.  Uncertainty as to the outcome of these
factors raises substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/cgbfIx

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal Technologies reported a net loss and comprehensive loss
of of $6.55 million on $603,000 of total revenues for the year
ended Dec. 31, 2014, compared to a net loss and comprehensive loss
of $14.2 million on $1.02 million of total revenue in 2013.

SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit.  This raises substantial doubt about the
Company's ability to continue as a going concern.


LSI RETAIL II: Has Deal With State Farm on Cash Collateral Use
--------------------------------------------------------------
LSI Retail II LLC and State Farm Life Insurance Company ask the
Bankruptcy Court for relief from stay and authorize the Debtor to
enter into and approve an agreement for the use of Cash
Collateral.

The Debtor previously filed a Chapter 11 bankruptcy petition on
January 29, 2013 at Case No. 13-11132 MER. On September 27, 2013,
the Court entered a Stipulated Order for Relief from Stay and
Approving Settlement Agreement that lowered the interest rate and
restructured the State Farm's debt secured by a lien on certain
real and personal property generally known as the Roxborough
Marketplace.  The Court-approved Settlement Agreement provided a
comprehensive settlement of all outstanding debt and provided for
the payment of all other scheduled creditors. On October 22, 2013,
the Court dismissed the Debtor's prior bankruptcy case upon the
Debtor's motion.

The Debtor has advised State Farm that the Debtor filed bankruptcy
to sell the Shopping Center at a price that would produce a surplus
for the Debtor. The Debtor wants to retain the benefits of the
previous restructure of State Farm's Secured Claim and continue all
payments to State Farm through the Reserve Account, without any
effort to restructure State Farm’s Secured Debt.

LSI Retail II and State Farm also intend to avoid any further
disputes and minimize the attorneys' fees and costs incurred by the
parties in the bankruptcy case.  

Under the deal, the Debtor and State Farm agree that:

     1. State Farm's Secured Claims are allowed in full as fully
secured claims under Sec. 506(b) of the Bankruptcy Code.

     2. State Farm is granted stay relief under Sec. 362 of the
Bankruptcy Code to exercise any and all of its rights against any
of its collateral, including the Shopping Center and the Accounts.

     3. State Farm will continue to receive timely payment of all
amounts under the Loan Documents and to be provided the same
monthly reports and reconciliations as if the bankruptcy had not
been filed. State Farm will be entitled to receive payment of its
attorneys' fees and cost from the Reserve Fund.

     4. If the Debtor sells their Shopping Center, the sale will
provide for the payment of State Farm's Secured Debt in full in
cash at closing. Any plan of reorganization will not modify any of
State Farm's rights and remedies under the Loan Documents and the
Debtor may not transfer the Shopping Center in violation of the
Loan Documents.

     5. State Farm consents to the escrow agent's transfer of
$61,506.23 from a Reserve Account to the Debtor's Operating
Account.  The Debtor will continue to submit its monthly
reconciliation statement to State Farm in accordance with their
pre-petition practice.

     6. State Farm has no objection to the Debtor using State
Farm's Cash Collateral in the Debtor's Operating Account for the
payment of reasonable and necessary expenses incurred in the
ordinary course of the operation of the Shopping Center according
to the terms of the Settlement Agreement and the budget.

Jeffrey A. Weinman, Esq. at Weinman & Associates, P.C. in Denver,
Colorado and John J. Fries, Esq. at Ryley Carlock & Applewhite in
Phoenix, Arizona, explain that the approval of the Joint Motion is
in the best interests of the estate.

LSI Retail II, LLC represented by:

     Jeffrey A. Weinman, Esq.
     WEINMAN & ASSOCIATES, P.C.
     730 17th Street, Suite 240
     Denver, CO 80202-3506
     Phone: 303-572-1010
     Fax: 303-572-1011
     Email: jweinman@epistruste.com

State Farm Life Insurance Company is represented by:

     John J. Fries, Esq.
     RYLEY CARLOCK & APPLEWHITE     
     One North Central Avenue, Suite 1200
     Phoenix, AZ 85004-4417
     Phone: 602-440-4819
     Fax: 602-257-9582
     Email: jfries@rcalaw.com

                     About LSI Retail II, LLC

LSI Retail II, LLC filed a Chapter 11 bankruptcy petition (Bank. D.
Colo. Case No. 15-13375) on April 2, 2015.  Alan R. Fishman signed
the petition as president of manager Sunset Management Services.
The Debtor estimated assets and debts of $10 million to $50
million.

Jeffrey Weinman, Esq., at Weinman & Associates, P.C., serves as the
Debtor's counsel.  The case has been reassigned to Judge Michael E.
Romero from Judge Sidney B. Brooks.


LUNA GOLD: Executes Financing Agreement with Pacific Roads
----------------------------------------------------------
Luna Gold Corp. on May 8 disclosed that the Company has executed a
definitive agreement with Pacific Road Resources Funds for a
proposed C$20 million debt and C$10 million private placement
equity financing which, upon closing, will result in the Company
receiving gross proceeds of C$30 million.  As well, the Company has
executed definitive agreements for the previously announced
restructuring of Sandstorm Gold Ltd.'s existing gold stream and
debt facility.  The closing of the Proposed Financing and the
Restructuring remains subject to a number of conditions, including
among others, the raising of an additional C$10 million of equity.
As part of the Proposed Financing, Luna expects to complete a
concurrent private placement of up to C$15 million which the
Company intends to offer to new and existing shareholders.

Highlights

With a restructured gold stream and recapitalized balance sheet,
Luna will be in a position to undertake a work program that will
have the ultimate goal of restarting operations at the Aurizona
gold mine.  The proposed 18-month work program will involve
significant infill drilling, updating the geological model,
calculating a new resource estimate, formulating a new, optimized
mine plan, producing an updated prefeasibility study incorporating
an upgraded crush and grind circuit and continuing the on-going
licensing and permitting process to ultimately secure all the
needed permits to restart Aurizona.  The work program has a
particular focus on continuing to build capacity in the local
community, with the continuation of skills training programs and
the launch of new initiatives to encourage agricultural
entrepreneurship in the communities surrounding Aurizona.

Marc Leduc, Luna's CEO said, "The fundamentals of the Aurizona
asset remain strong and the economics of the project will be
enhanced with the replacement of the old 17% gold stream with the
much lower NSR royalties and optimization of the mining plan.  We
have a new team of senior managers in place, that includes a
committed core of existing Brazilian management that together are
ready to move the project development forward.  With the closing of
both the Pacific Road financing and the Sandstorm restructuring,
the Company expects to have the financial resources and working
capital necessary to fund the work programs currently outlined.
Additionally, the Company has two long-term committed
shareholders/partners in Pacific Road and Sandstorm to further
strengthen our financial and technical mining expertise.  Finally,
we will extinguish our existing bank debt and rebuild the capital
structure of the Company."

The Company expects to use the proceeds from the Proposed Financing
to: (i) repay its existing debt facility with Societe Generale
(Canada Branch) and Mizuho Corporate Bank; (ii) commence an infill
drilling program, prepare engineering studies and submit updated
permits at Aurizona; and (iii) for general working capital and
corporate purposes.

The Proposed Financing, Concurrent Equity Financing and
Restructuring are subject to a number of conditions, including the
approval from Luna's shareholders.  If the Proposed Financing and
Restructuring are not completed, the Senior Lenders' agreement to
forbear from commencing enforcement actions against the Company and
its assets will terminate and the Senior Lenders will have the
immediate right to commence such actions, including, without
limitation, the initiation of legal proceedings that could result
in an insolvency proceeding against the Company and its
subsidiaries.  The Company cannot give any assurance that the
Senior Lenders will continue to forbear from taking such actions if
the Proposed Financing, Concurrent Equity Financing and
Restructuring fail to complete, whether due to an absence of
shareholder approval of the transactions or otherwise.

Pacific Road Financing Terms

Senior Secured Note

Under the terms of the Proposed Financing, Pacific Road will
provide Luna with a C$20 million senior secured note bearing
interest at a rate of 10% per annum, payable quarterly in arrears
in cash or shares at Pacific Road's election.  The Note is required
to be secured by first-ranking liens and encumbrances and is
expected to mature on June 30, 2020 and if Luna were to enter into
default on the Note the interest rate would increase to 15% per
annum.  All outstanding amounts, including principal and any
remaining accrued interest, will be payable at maturity. Luna has
also agreed to provide Pacific Road with 200 million class B common
share purchase warrants, exercisable for a term of 5 years at
C$0.10.

Subject to the receipt of all required approvals, Pacific Road will
have the right to reduce the Note outstanding as satisfaction of
the exercise proceeds of the Class B Warrants.

Private Placement

Pacific Road has also agreed to acquire C$10 million of units in
the capital of Luna in a non-brokered private placement. Each Unit
will consist of one common share and one whole class A common share
purchase warrant (each, a "Class A Warrant").  Subject to receipt
of all required approvals, the issue price of each Unit will be
C$0.10 per Unit.  The Class A Warrants will have an exercise price
of C$0.125 per Luna common share and will be exercisable for a term
of 5 years.

It is anticipated that an offer will be made to existing
shareholders, including Sandstorm, and to new investors, to
participate in the Concurrent Equity Financing of Units on the same
terms of the Private Placement for up to an additional C$15
million, subject to compliance with securities laws.

Any securities issued in the transactions described in this press
release will be subject to a four month hold period which will
expire four months plus one day from the closing date.

Conditions

The Proposed Financing is subject to a number of conditions,
including (i) the concurrent completion of the Restructuring, (ii)
regulatory approvals such as the approval of the Toronto Stock
Exchange, (iii) the approval of Luna's shareholders in accordance
with the policies of the Toronto Stock Exchange and applicable
securities laws at a meeting which we anticipate will be held on or
around June 18, 2015, and (iv) other customary closing conditions.
Until the conditions are satisfied there can be no assurance that
the Proposed Financing will be completed.  The Proposed Financing,
if completed, will raise C$10 million of the C$20 million in equity
financing that is a condition of the Restructuring.  The Company
anticipates completion of the Proposed Financing on or around June
30, 2015, assuming the foregoing conditions can be met.  If the
Proposed Financing and Restructuring are not completed, the Senior
Lenders will be in a position to accelerate our senior debt due to
our previously announced covenant breaches and commence enforcement
proceedings against the Company and its assets.  The Company cannot
give any assurance that the Senior Lenders will continue to forbear
from taking such actions if the Proposed Financing and
Restructuring fail to complete, whether due to an absence of
shareholder approval of the transactions or otherwise.

In connection with the Proposed Financing, Pacific Road is
requiring that Luna grant it certain rights, including a pro rata
participation right in future equity financings, registration
rights in certain circumstances and the right to appoint a number
of directors to Luna's board that is equal to Pacific Road's
partially diluted pro rata equity ownership in the Company,
assuming exercise of its Class B warrants.  Assuming the C$15
million Private Placement is fully subscribed, Pacific Road's
fully-diluted pro-rata equity ownership will be 48% and Pacific
Road will have the right to nominate three of Luna's seven
directors.

On closing of the Proposed Financing, Pacific Road will require
that Luna pay it a fee equal to 4% of the principal amount of the
Debenture and 2% of the gross proceeds from Pacific Road's
subscription to the Private Placement.  Pursuant to the Definitive
Agreement Luna has agreed in certain circumstances to pay Pacific
Road a break fee of C$1.2 million if the Proposed Financing does
not close.

Sandstorm Gold Stream Restructuring

Under the terms of the Restructuring, Sandstorm's existing 17% gold
stream on Luna's Aurizona project will be terminated and replaced
by two net smelter return royalties and a convertible debenture.
The Aurizona Project NSR covers the entire Aurizona Project,
including the current 43-101 compliant Resources, and all adjacent
exploration upside that is processed through the Aurizona mill, net
of third party refining costs.  The Aurizona Project NSR pays
Sandstorm a sliding scale royalty based on the price of gold as
follows:

-- 3% if the price of gold is less than or equal to US$1,500 per
ounce;
-- 4% if the price of gold is between US$1,500 per ounce and
US$2,000 per ounce; and
-- 5% if the price of gold is greater than US$2,000 per ounce.

The Greenfields NSR covers the 190,073 hectares of exploration
ground held by Luna and is a 2% NSR.  Luna would have the right to
purchase one-half of the Greenfields NSR for US$10 million at any
time prior to achieving commercial production.

Under the Restructuring, Sandstorm will also receive a US$30
million debenture with interest at a rate of 5% per annum.  The
Debenture will be payable in three equal annual tranches of US$10
million plus accrued interest beginning June 30, 2018.  Luna will
have the right to convert principal and interest owing under the
Debenture into common shares of Luna as long as Sandstorm owns less
than 20% or more of the outstanding common shares of Luna. Luna can
choose to postpone the payment of any instalment until a point when
the issuance of shares would not result in Sandstorm owning more
than 20% of the common shares of Luna.

Further, the existing Sandstorm Debt Facility will be amended so
that the maturity date is extended from June 30, 2017 to June 30,
2021, the interest rate is revised to 5% per annum, payable in cash
on the maturity date, and Luna would be subject to a default rate
of interest equal to 10% per annum.

Management

As announced on February 2, 2015, Mr. Marc Leduc, P.Eng., was
appointed President, CEO and Director of the Company.  Since his
appointment, Mr. Leduc has been assembling a team that includes a
wide experience range.  This team includes:

-- Duane Lo, Executive VP and CFO (since August 2009) -- Former
controller with First Quantum Minerals;
-- Martin Kostuik, Director of Development and Operations --
Mining Engineer, MBA. 20+ years of mining experience in all aspects
of mine operations and development;
-- Carol Fries, Director of Environmental & Community Affairs --
Over 30 years of experience in the environmental, community
relations and sustainability sectors;

-- Carlos Paranhos, Exploration Director (Since April 2011) --
Geologist with over 30 years of exploration and mining experience
in Brazil and similar international Precambrian terrain; and

-- Richard Pearce, PE, Director of Corporate Development --
Economist and civil engineer with +20 years of experience planning
and managing complex mining projects.

Strategic Development Plan

The Aurizona project fundamentals remain strong with the deposit
containing a Measured Resource of 0.5 million ounces of gold
(10.9Mt @ 1.4 g/t) and an Indicated Resource of 2.4 million ounces
of gold (52.8Mt @ 1.4 g/t) (estimate filed in an update NI 43-101
Technical Report on March 27, 2015) for a total Measured and
Indicated resource of 2.9 million ounces of gold (63.7Mt @ 1.4 g/t
Au).

The new management team has spent the last 3 months developing a
strategic plan and also implementing the first phases of this plan.
The first part of the plan called for the renegotiation of the
Sandstorm stream and the elimination of the senior bank debt. With
the closing of the Proposed Financing and Restructuring, the
Company will have accomplished both of these objectives.  The
Company then plans on using the balance of the financing proceeds
to commence a significant infill drilling program, updating the
geological model, calculating a new resource, formulate a new and
optimized mine plan, produce an updated prefeasibility study and
continuing the permitting process to ultimately secure a permit to
restart Aurizona.  Commencing in mid-2016, Luna expects to use the
results of the exploration program and the pre-feasibility study to
move on to detailed engineering and ultimately the restart of the
mine as a hard rock operation.

It is anticipated that additional financing will be needed for the
construction and restart of the Aurizona mine because it is likely
that a new crushing and grinding circuit will be required to
process the different types of ore in the existing ore body.  The
balance of the processing circuit will benefit from the significant
capital spent on the Phase I plant upgrade, which was stopped by
the Company in the Third Quarter of 2014, after having spent over
$40 million on this Phase I work.

The updated and revised mine plan will require amendments to some
of our existing permits at Aurizona as well as other permitting
activities for some off-site infrastructure.  Luna will be working
diligently with the relevant government authorities in Brazil to
advance the permitting process. Many of the required permits will
be amendments to existing permits.

Luna's community relation's initiatives will continue to focus on
building capacity within the communities in our area of influence
and on multi-stakeholder partnership models, that involve
strengthening local labor skills through the establishment of
partnerships with the Industry State Federation (FIEMA), and in
partnership with state and local governments and community
associations on campaigns to raise social awareness about important
issues, such as children's education, community safety and
security, and the prevention of domestic violence and substance
abuse, and our Open Door program to provide information to the
public on an ongoing basis regarding mining activities in a
framework of openness and transparency.

Conference Call and Webcast

Luna will hold a conference call at 11AM Toronto time on May 8,
2015 to allow management to discuss the Proposed Financing and
Restructuring details.  The call can be accessed by dialing
416-340-2216 or, for toll-free in North America dial 866-223-7781.
For a list of International dial-in numbers use the following link:
https://www.confsolutions.ca/ILT?oss=1P29R8662237781
The conference call will be available for replay until May 22, 2015
by dialing 905-694-9451 or, for toll-free in North America dial
800-408-3053.  The Passcode for the replay is 3714533. The webcast
can be accessed through this link
http://www.lunagold.com/conference-calls/ The presentation will be
available on Luna's website at www.LunaGold.com

   About Pacific Road Resources Funds and Pacific Road Capital

The Pacific Road Resources Funds -- http://www.PacRoad.com.au--
are private equity funds investing in the global mining industry.
They provide expansion and buyout capital for mining projects,
mining related infrastructure and mining services businesses
located throughout resource-rich regions of the world. The Pacific
Road Resources Funds are managed or advised by Pacific Road Capital
Management Pty Ltd. ("PRCM").  The PRCM team, located in Sydney,
Australia, San Francisco, USA, and Vancouver, Canada, is comprised
of experienced mining investment professionals that have extensive
knowledge and experience in the mining and infrastructure sectors,
including considerable operating, project development,
transactional and investment banking experience.

                      About Luna Gold Corp.

Luna is a gold production and exploration company engaged in the
operation, discovery, and development of gold projects in Brazil.


MARINA DISTRICT: Moody's Alters Outlook to Stable, Affirms B2 CFR
-----------------------------------------------------------------
Moody's Investors Service revised Marina District Finance Company,
Inc.'s rating outlook to stable from negative. MDFC's B2 Corporate
Family Rating was affirmed along with the company's B2-PD
Probability of Default Rating, the B2 rating on the company's
secured term loan and secured notes, and Ba2 rating on its
revolver.

MDFC owns and operates Borgata Hotel Casino and Spa, including The
Water Club at Borgata, in Atlantic City, New Jersey. The company is
an indirect wholly-owned subsidiary of Marina District Development
Company, LLC, which is a 50/50 joint venture between Boyd Gaming
Corporation and MGM Resorts International. MDFC's net revenue for
the latest 12-month period ended Mar. 31, 2015 was about $754
million.

Ratings affirmed:

  -- Corporate Family Rating, at B2

  -- Probability of Default Rating, at B2-PD

  -- $70 million revolver due 2018, at Ba2 (LGD 1)

  -- $347 million (outstanding) term loan due 2018, at B2 (LGD 4)

  -- $393.5 million (outstanding) 9.875% secured notes due 2018,
     at B2 (LGD 4)

  -- Outlook changed to Stable from Negative

The outlook revision to stable from negative reflects MDFC's
continued improvement in revenue, profitability, and cash flow
despite ongoing difficulties being experienced by the Atlantic
City, NJ gaming market in general. This improvement coupled with
about $80 million of debt repayment during the past two quarters
has reduced MDFC's debt/EBITDA to close to 4.0 times for the
12-month period ended Mar. 31, 2015. This is down significantly
from about 7.5 times at the same time last year, and almost at the
debt/EBITDA-defined leverage trigger of below 4.0 times that
Moody's set as a target for MDFC to achieve a higher rating.

The outlook revision to stable from negative also considers Moody's
view that with little in the way of planned growth capital
expenditures, less direct competition as a result of casino
closings, and management's publicly stated commitment to continued
debt reduction, MDFC can further improve its leverage profile,
financial flexibility, and refinancing options.

For consideration of a higher rating, Moody's would not necessarily
require a further material improvement in MDFC's leverage, but a
higher rating would require a greater level of confidence on
Moody's part that the Atlantic City gaming market has stabilized,
and that MDFC extend its debt maturity profile in a manner that
provides the company the flexibility to further invest in its
product offering and compete aggressively without weakening its
credit profile. Conversely, if MDFC does not refinance its existing
debt at least 18 months in advance of their stated maturities, or
debt/EBITDA rises above 6.0 times for any reason, ratings could be
lowered.

Key credit concerns factored into MDFC's B2 Corporate Family Rating
include its single asset profile in Atlantic City, NJ, a gaming
market that remains highly vulnerable to increased competition from
neighboring jurisdictions in the form of new casino openings or
expansions, along with the fact that all of the company's debt
matures in 2018. Positive rating consideration is given to the
quality of Borgata in terms of overall physical condition and
product offerings. Moody's believes this provides the casino with a
meaningful competitive advantage relative to other Atlantic City
casinos. Also supporting the rating is MDFC's positive free cash
profile. We expect the company will generate about $100 million in
free cash flow during the next two years.

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


MARION ENERGY: Seeks to Sell Assets for $40MM to Secured Lender
---------------------------------------------------------------
Marion Energy Inc., together with TCS II Funding Solutions, LLC,
and Castlelake, L.P., jointly seek permission from the U.S.
Bankruptcy Court for the District of Utah, Central Division, to
sell substantially all of the Debtor's assets for a credit bid of
$40 million.

Prior to the Petition Date, Marion borrowed $25 million on a
secured basis from TCS II in order to restructure approximately $70
million of its outstanding debts, for development and operation of
the Clear Creek field, and for other general corporate purposes.
To secure the loan, Marion granted TCS II a first-priority lien on
the Clear Creek field and a first-priority secury interest in
substantially all of its personal property assets.  The TCS Liens
do not encumber the Helper field.

According to the Debtor's counsel, J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, in Salt Lake City, Utah, the Debtor was
unable to obtain postpetition financing on a non-priming basis from
any source other than TCS and TCS was unwilling to provide
debtor-in-possession financing to the Debtor unless the Debtor
agreed to a Bankruptcy Court-approve process for either a sale of
substantially all of the Debtor's assets or a refinancing of the
prepetition loan.

The Debtors, TCS II and Castlelake entered into an Asset Purchase
Agreement, dated April 6, 2015, between and among the Debtor, TCS
II, and two newly-formed affiliates of TCS: Utah Gas Solutions LLC
and Utah Gas Solutions II LLC.  Under the Purchase Agreement, all
of the estate's interests in the Helper field will be acquired by
UGS II.  Furthermore, UGS will acquire substantially all of the
estate's other assets, including its interests in the Clear Creek
field, other than certain "excluded Assets."

The Bidding Deadline was April 28, 2015.  To be a "Qualified Bid,"
the bid must, among other things: (i) provide a cash purchase price
equal to or greater than $40 million; and (ii) be supported by a $4
million deposit.  An auction was held on April 30 at the offices of
Parsons Behle & Latimer.  If no qualified bids are received by the
Bid Deadline, then the Debtor will request approval of the Credit
Bid at the sale hearing.

In support of the Debtor's request for approval of the bidding
procedures, Mr. Beckett said the bidding procedures will prevent
surprise and possible disputes by letting all potential bidders
know the rules that will govern the Auction.  Providing a
transparent process, and engaging a neutral professional to serve
as Auctioneer, also should encourage parties to come forward and
participate in the Sale Process, Mr. Beckett told the Court.
Finally, having clear written Bidding Procedures approved in
advance by the Court serves the interests of justice and efficiency
by placing all parties on a level playing field, with a minimum of
grounds for possible issues or disputes about the Sale Process, Mr.
Beckett added.

U.S. Bankruptcy Judge Joel T. Marker in Utah approved the bidding
procedures, holding that the relief sought was in the best
interests of the Debtor and that there was sufficient cause
therefor.

As part of the sale, the Debtor seeks authority to assume its
engagement agreement with Riviera-Ensley Energy Advisors as broker
and sales consultant.  The engagement agreement with REA provides
for REA to be paid at closing either (i) a flat fee of $350,000 for
its services, in the event that TCS or one of its affiliates
acquires the Debtor's assets by credit bid, or (ii) a fee equal to
2.5% of the purchase price, in the event a third party overbids
TCS's credit bid and acquires the Debtor's assets for a cash bid in
excess of $40 million.  REA also is entitled to payment of its
actual and reasonable out of pocket expenses.

If the sale is pursuant to the Purchase Agreement, TCS will
directly pay REA its $350,000 flat fee.  In the alternative, if the
sale is pursuant to a purchase agreement submitted by a competing
cash bidder, the Debtor will ask the Court to approve the
calculation and payment of the 2.5% fee to REA by the Debtor from
the gross sale proceeds.

QEP Field Services, LLC, the successor-in-interest in and to the
rights of Questar Gas Management Company to the Gas Gathering
Agreement dated December 12, 2006, complains that "to the extent
the Motion seeks to 'sell' the Debtor's ownership interest in the
Agreement, such sale is prohibited under Section 363(h)(4) of the
Bankruptcy Code, as QEPFS also has an interest in the Agreement and
the Agreement relates to the transmission or distribution for sale
of natural gas.  In addition, QEPFS alleges that the Agreement is
an executory contract under Section 365 and must be transferred to
the buyer pursuant to its terms.  QEPFS adds that it will consent
to an assumption and assignment of the Agreement to the buyer
provided all defaults under the agreement existing as of the date
of assumption and assignment are cured and adequate assurance of
the buyer's future performance is given, all as required by Section
365.

The Debtor is represented by:

         J. Thomas Beckett, Esq.
         Brian M. Rothschild, Esq.
         PARSONS BEHLE & LATIMER
         201 South Main Street, Suite 1800
         Salt Lake City, UT 84111
         Tel: (801) 532-1234
         Fax: (801) 536-6111
         Email: TBeckett@parsonsbehle.com
                BRothschild@parsonsbehle.com

TCS II and Castlelake is represented by:

         Mark E. Hindley, Esq.
         Bria L. Mertens, Esq.
         David B. Levant, Esq.
         STOEL RIVES LLP
         Suite 1100, One Utah Center
         201 South Main Street
         Salt Lake City, UT 84111
         Tel: (801) 328-3131
         Fax: (801) 578-6999
         Email: mark.hindley@stoel.com
                bria.mertens@stoel.com
                david.levant@stoel.com

QEPFS is represented by:

         Mona L. Burton
         Engels J. Tejeda
         HOLLAND & HART LLP
         222 S. Main Street, Suite 2200
         Salt Lake City, UT 84101-1031
         Tel: (801) 799-5800
         Fax: (801) 799-5700
         Email: mburton@hollandhart.com
                ejtejeda@hollandhart.com

                       About Marion Energy

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

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

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


MARK LEBENS: Court Won't Appoint Registered Process Server
----------------------------------------------------------
In the Chapter 11 case of Mark Lebens, Bankruptcy Judge Robert Kwan
denied the Request for Order Appointing a Registered Process Server
filed by the Law Offices of Steven R. Fox.  The Court said the firm
failed to support its Request with admissible evidence. "Counsel is
admonished not to make representations and sign pleadings
indifferent to the truth," Judge Kwan's May 7 Order is available at
http://is.gd/ADGgk2from Leagle.com.   

Lebens filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
11-19111) on March 3, 2011.


MATAGORDA ISLAND: Case Dismissal Hearing Today
----------------------------------------------
The Bankruptcy Court continued until May 12, 2015, at 10:00 a.m.,
the hearing to consider the motion to dismiss the Chapter 11 case
of Matagorda Island Gas Operations, LLC, or in the alternative,
convert the case to Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on April 17, 2015,
at the hearing, the Court will also consider objections and
responses to the U.S. Trustee's dismissal/conversion motion.

As reported in the TCR on March 4, 2015, the Debtor is asking the
Court to deny approval of the motion, stating that it will have the
funds necessary to pay the indicated insurance premium and obtain a
certificate of appropriate insurance.  The Debtor related that
since the filing of the opposition, it has worked to obtain both a
quote for liability insurance as well as funding to pay the annual
premium for such insurance.  On Jan. 5, 2015, the Debtor obtained a
quote from Donnaway Insurance, Inc., for insurance indicating that
the annual premium would be $96,000.  On Jan. 25, the Debtor
received an executed debtor-in-possession loan term sheet with AIC
Investments Limited dated Jan. 23.

Stallion Offshore Quarters, Inc., a creditor, supported the U.S.
Trustee's motion to convert case.  Stallion notes that the Debtor
has repeatedly failed to obtain insurance for certain high value
assets which are property of the estate, including the offshore
well that the crew quarters are on, which is a ground to convert
the case.  The Debtor contracted with Stallion to provide rental
crew quarters and various other rental services to be delivered and
used on one of the Debtor's offshore wells.  After non-payment,
Stallion filed mineral liens and obtained a state court judgment
against the Debtor.  According to Stallion, the crew quarters have
never been returned and are still sitting on the offshore
platform.

Shamrock Energy Solutions, as reported in the TCR on Jan. 14, 2015,
supported the U.S. Trustee's motion, but believed that it would be
in the best interest of all creditors if the case were converted to
a Chapter 7 and not dismissed.

In its motion for conversion or dismissal, the U.S. Trustee said it
has repeatedly asked the Debtor to obtain and provide proof of
insurance as required by the order to the Debtor starting with the
initial Debtor interview on Sept. 24, 2014, and continuing at the
341 Meetings on Oct. 7, and Nov. 4.  In addition, the attorney and
the analyst for the U.S. Trustee have contacted Debtor's counsel
several times requesting proof of insurance.  According to the U.S.
Trustee, to date, the Debtor has not provided proof to that (1) the
Debtor has general liability insurance and (2) all assets are
covered by property insurance.

                      About Matagorda Island

Matagorda Island Gas Operations, LLC, filed a Chapter 11
bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in
Lafayette, Louisiana, on Sept. 3, 2014. The case is assigned to
Judge Robert Summerhays.  The Debtor has tapped Lugenbuhl,
Wheaton,
Peck, Rankin & Hubbard as counsel.  The Debtor disclosed $891
million in assets and $26.1 million in liabilities as of the
Chapter 11 filing.


MERRIMACK PHARMACEUTICALS: Posts $34 Million Net Loss in Q1
-----------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $34.8 million on $14.8
million of collaboration revenues for the three months ended March
31, 2015, compared with a net loss attributable to the Company of
$27.58 million on $13.03 million of collaboration revenues for the
same period in 2014.

As of March 31, 2015, Merrimack had $127 million in total assets,
$256 million in total liabilities, $396,000 in noncontrolling
interest, and a $129 million total stockholders' deficit.

Merrimack expects to be able to fund operations into 2016 through
its unrestricted cash and cash equivalents and available-for-sale
securities of $91.8 million as of March 31, 2015, anticipated cost
sharing reimbursements from Baxter and the anticipated receipt of
$66.5 million of net milestones related to MM-398 from Baxter in
2015, after offsetting payments to PharmaEngine.  Any payments
received from additional business development would further extend
Merrimack's cash runway.

Merrimack will attend the following investor conferences this
summer:

   * Jefferies' 2015 Global Healthcare Conference on Tuesday,
     June 2 in New York;

   * Cantor Fitzgerald Healthcare Conference on Wednesday, July 8
     in New York; and

   * BMO Capital Markets 3rd Annual Biotech Corporate Access Day
     on Tuesday, July 28 in Boston.

Live webcasts of the presentations at the Jefferies and Cantor
Fitzgerald conferences can be accessed by visiting the Investors
section of Merrimack's Website at
http://investors.merrimackpharma.com. A replay of the webcasts
will be archived there for two weeks following each presentation.

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

                        http://is.gd/5ZRvlg

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $83.6 million on $103 million of
collaboration revenues for the year ended Dec. 31, 2014, compared
with a net loss of $131 million on $47.8 million of collaboration
revenues during the prior year.


METRO-GOLDWYN-MAYER: S&P Hikes CCR to BB, Revises Outlook to Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Beverly Hills, Calif.-based Metro-Goldwyn-Mayer
Inc. (MGM) to 'BB' from 'B+' and revised the outlook on the company
to stable from positive.

At the same time, S&P raised the issue-level rating on the
company's $300 million second-lien term loan to 'BB' from 'B+.' The
recovery rating remains '3,' indicating S&P's expectation for
meaningful (50% to 70%; higher half of the range) recovery in the
event of a payment default.

"The ratings upgrade reflects MGM's improved operating cash flow,
due to the continued monetization of its film library and the
broadening of cash flows from its expanding TV production," said
Standard & Poor's credit analyst Naveen Sarma.

"This upgrade is supported by the company's performance in 2014,
including $373 million of operating cash flow, of which a
substantial amount consisted of earnings from the library, which we
view as relatively stable, and by the company's September 2014
acquisition of United Artists Media Group (UAMG), which, in our
view, diversifies MGM's cash flows," he added.

The stable outlook reflects S&P's expectation that MGM will
maintain adjusted leverage below 3x.  S&P also expects that
operating cash flow will continue to be volatile from film
spending, but that the company will generate stable cash flow of at
least $100 million in any year through the monetization of its
library, its franchise film releases, and earnings from its UAMG
investment.

S&P could lower the rating if the company's future film releases
underperform its results (especially in conjunction with
underperformance in the Bond franchise), if the production strategy
shifts to include full financing for a larger, more expensive film
slate, or if financial policy shifts to include large debt-financed
acquisitions or increased shareholder rewards such that leverage
increases above 3x.

While unlikely in the next two years, S&P could raise the rating if
the company were to significantly broaden its business through
further expansion into TV production or the development of more
solid and dependable film franchises, both of which could reduce
cash flow volatility.



MGM RESORTS: MGM Statements Untrue, Says Land & Buildings
---------------------------------------------------------
Land and Buildings Investment Management, LLC, on May 8 issued a
press release correcting what it believes are false claims MGM
Resorts International has made about its own historical
performance, track record and commitment to delivering value for
shareholders.  

Land and Buildings urges shareholders to support the election of
its four independent, highly qualified nominees to the Board of
Directors of MGM whom Land and Buildings believes have the
experience and independent perspectives needed to fix what they
view as the broken boardroom culture at MGM and explore
value-unlocking alternatives.  Land and Buildings' new investor
presentation is available at: http://www.RestoreMGM.com/

MGM has recently made untrue statements in a letter to shareholders
in what Land and Buildings views as an effort to obscure the facts
around the Company's performance and strategy. Land and Buildings
wants to set the record straight and ensure that shareholders can
make a decision based on the truth.  As such, consider the
following:

MGM Claim: "MGM has delivered significant value to its
shareholders, and when compared to its peers, MGM has performed
well."

The Truth: MGM has relentlessly underperformed its peers, with MGM
total shareholder returns underperforming their peer group1 median
by 453% since Jim Murren became CEO in 2008, and underperforming in
each of the trailing 1 (-36%), 3 (-27%), and 5 (-102%) year
periods.  MGM arbitrarily uses a March 2009 date from which to
measure performance, when the stock hit its low and the Company was
nearly bankrupt, and also arbitrarily ends its analysis at year-end
2014 -- two and a half months prior to Land and Buildings' public
involvement.  Furthermore, Land and Buildings believes that MGM
cherry-picked its peers, omitting any lodging peers despite the
fact that 70% of MGM's Las Vegas revenue comes from non-gaming
sources, and misleadingly including Caesar's Entertainment, which
declared bankruptcy in January 2015.

MGM Claim: "MGM's EV/EBITDA 2014 multiple was about 10.5x, which is
above the median industry multiple of 9.5x."

The Truth: MGM persistently trades at a depressed valuation
relative to its closest operational peers, Las Vegas Sands and Wynn
Resorts.  MGM appears to be misleading investors in the EBITDA
multiples of MGM and its closest operational peers by not adjusting
EBITDA multiples for pro rata ownership of each company's assets.
Land and Buildings believes they know better and this "mistake"
lacks "honesty, integrity and candor" -- the very qualities that
MGM alleges Land and Buildings' nominees lack. But don't just take
Land and Buildings' word for it -- according to Deutsche Bank,
which appropriately, in Land and Buildings' view, adjusts EBITDA
multiples for pro rata ownership of each company's assets, MGM's
average EV/EBITDA multiple was 12.4x since 2008, compared to 16.4x
and 15.0x for Sands and Wynn, respectively.  Despite MGM's claim
that its valuation is above its peers, Mr. Murren stated on the
Company's first quarter 2015 earnings call that "about the only
thing I did agree with in the Land and Buildings discussion is that
we are undervalued and have undervalued real estate."

MGM Claim: "MGM has a history of making strong ROIC investment…"
The Truth: MGM's ROIC (return on invested capital) was 1.9% in
2014, compared to 20.0% and 15.8% for Sands and Wynn, respectively.
MGM was responsible for what Land and Buildings believes is likely
the most disastrous private development project in United States
history, the $9.2 billion CityCenter debacle, and has incurred $4.5
billion of impairments since 2009, including $2.0 billion in
connection with assets other than CityCenter.  Land and Buildings
believes shareholders should be asking: what was the expected and
actual return on investment for the planned ~$5.0 billion
development in Atlantic City that the Company recorded over $700
million of impairments on?

MGM Claim: "We have for some time been actively evaluating all
strategic initiatives for the Company, including a potential
partial or total REIT strategy."

The Truth: If MGM had been exploring a REIT strategy prior to our
involvement, why did Jim Murren make no recent public mention of
such an initiative until our private conversations with the Company
began? And if MGM were seriously exploring a REIT conversion, Land
and Buildings believes shareholders would have been provided with
answers to the following key questions that remain unaddressed:

When will the results of the exploration of strategic initiatives
(including a REIT) be shared with shareholders?

Who on the Board is evaluating potential strategic initiatives?
Is it the entire Board?

If so, why not form a special committee of independent directors?
Who on the Board has experience with REIT conversions?

Which independent directors have extensive real estate experience?
MGM Claim: "MGM has achieved excellent executive-shareholder
alignment with its compensation program."

The Truth: Glass Lewis, in the proxy advisory firm's 2014 MGM Proxy
Paper report, disagrees (emphasis added): "The Company has been
deficient in linking executive pay to corporate performance, as
indicated by the 'D' grade received by the Company in Glass Lewis'
pay-for-performance model.  A properly structured pay program
should motivate executives to drive corporate performance, thus
aligning executive and long-term shareholder interests.  In this
case, the Company has not implemented such a program. Furthermore,
we note that the Company received pay-for-performance grades of 'D'
in both our 2013 and 2012 Proxy Papers.  In our view, shareholders
should be deeply concerned with the compensation committee's
sustained failure in this area."  In fact, Mr. Murren's
compensation has remained remarkably consistent despite
inconsistent and often underperforming shareholder returns -- which
in our view represents the exact opposite of aligning management's
incentives with shareholder interests.
L&B Board Nominees: Highly-Qualified and Independent

The Land and Buildings nominees will not only seek to ensure that
the Company takes a clear-eyed assessment of the Land and Buildings
proposal, which includes evaluating a REIT, selling assets and
delevering the balance sheet, but that the Board adopts a culture
of accountability to shareholders.  Given the substantial
underperformance of MGM and the Board's lackluster response to this
underperformance, we believe that the addition of our independent
nominees would compel the Company to take the necessary steps to
close the persistent and material discount to its potential
valuation.

Land and Buildings' slate of proposed nominees possesses track
records that speak for themselves:

Matthew J. Hart: Former President, COO and CFO, Hilton Hotels
Corporation (NYSE: HLT), and former CFO, Host Marriott Corporation

Richard Kincaid: Former President and CEO of Equity Office
Properties Trust

Jonathan Litt: Founder and CIO of Land and Buildings
Marc Weisman: Former Partner of Weil Gotshal & Manges, and former
CFO of Oppenheimer & Co., Inc.

Vote FOR our Nominees on the GOLD Proxy Card Today

                   About Land and Buildings

Land and Buildings is a registered investment manager specializing
in publicly traded real estate and real estate related securities.
Land and Buildings seeks to deliver attractive risk adjusted
returns by opportunistically investing in securities of global real
estate and real estate related companies, leveraging its investment
professionals' deep experience, research expertise and industry
relationships.

                       About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality company,
operating a portfolio of destination resort brands including
Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The Company also
owns 51% of MGM China Holdings Limited, which owns the MGM Macau
resort and casino and is in the process of developing a gaming
resort in Cotai, and 50% of CityCenter in Las Vegas, which features
ARIA resort and casino.  For more information about MGM Resorts
International, visit the Company's
Web site at www.mgmresorts.com

MGM Resorts reported a net loss attributable to the Company of
$156.60 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.

                         Bankruptcy Warning

The Company stated in its 2013 Annual Report, "The agreements
governing our senior secured credit facility and other senior
indebtedness contain restrictions and limitations that could
significantly affect our ability to operate our business, as well
as significantly affect our liquidity, and therefore could
adversely affect our results of operations.  Covenants governing
our senior secured credit facility and certain of our debt
securities restrict, among other things, our ability to:

   * pay dividends or distributions, repurchase or issue equity,
     prepay certain debt or make certain investments;

   * incur additional debt;

   * incur liens on assets;

   * sell assets or consolidate with another company or sell all
     or substantially all assets;

   * enter into transactions with affiliates;

   * allow certain subsidiaries to transfer assets; and

   * enter into sale and lease-back transactions.

Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a default
under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior secured credit facility
or the indentures governing our other debt could adversely affect
our growth, our financial condition, our results of operations and
our ability to make payments on our debt, and could force us to
seek protection under the bankruptcy laws."

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics, albeit
modestly. Additionally, the company's declaration of a $400 million
dividend ($204 million to MGM) from its 51% owned Macau joint
venture due to be paid shortly will also improve the company's
liquidity profile. The ratings also consider MGM's recent bank
amendment that resulted in about 50% of its $3.5 billion senior
credit facility being extended one year from 2014 to 2015.

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.


MOUNTAIN PROVINCE: Welcomes Societe Generale to Lending Syndicate
-----------------------------------------------------------------
Mountain Province Diamonds Inc. announced that Societe Generale has
joined the Company's lending syndicate.  On April 7, 2015, the
Company announced the closing of the US$370M term loan facility
with a syndicate of lenders led by Natixis S.A., Scotiabank and
Nedbank Ltd., and including ING Capital LLC, Export Development
Canada and the Bank of Montreal.  With the inclusion of Societe
Générale syndication of the Facility is now complete.

The Facility completes the Company's anticipated funding
requirements for the balance of the capital and working capital
required for the construction and commissioning of the Gahcho Kue
diamond mine and to achieve planned commercial production.  The
maximum term of the Facility is seven years and the interest rate
is US$ LIBOR plus 5.5 percent.

As required under the terms of the Facility, the Company has
executed US dollar interest rate swaps and foreign currency forward
strip contracts to manage interest rate risk and foreign exchange
risk associated with the US dollar variable rate term loan
facility.  The Company has entered into US dollar floating-to-fixed
Interest Rate Swaps at notional amounts which are designed to equal
the outstanding principal balance based on the drawdown schedule up
to a maximum of US$277 million.  The IRS are designed to fix the
interest rate on 75 percent of the outstanding principal of the
balance of the loan.  The IRS are effective from April 9, 2015 and
terminates on March 31, 2020.  The Company will pay a fixed rate of
1.827 percent and will receive a variable rate based on the 3 month
US$ LIBOR forward curve, reset quarterly. Payments are settled on a
quarterly basis in March, June, September, and December of each
year.

The Company has also executed foreign currency forward strip
contracts to buy Canadian dollars and sell US dollars from
April 9, 2015, to Feb. 1, 2017, for notional amounts of
Cnd$219,125,894 or US$175,666,949, with a weighted average price of
$1.2474/US$1.  The foreign currency forward strip contracts are
designed to cover 75 percent of the Company's capital expenditures
for the project from April 9, 2015, to Feb. 1, 2017.  The interest
rate swaps and forward strip contracts are secured on an equal
basis with the Facility and documented in the form of International
Swaps Derivatives Association Master agreements.

The Company is also pleased to announce that the project
development remains on schedule for first production during H2 2016
and is forecast to be completed within budget.  Following the
successful completion of deliveries of equipment and supplies on
the 2015 ice road the focus is now on the mobilization of
contractors for the construction of major facilities such as the
processing plant.  There are currently approximately 300 personnel
on site and this number is expected to increase to over 500 in the
next six months as construction peaks.

Mountain Province CEO Patrick Evans commented: "We are pleased to
welcome Societe Generale, a major lender to the international
mining industry, to our lending group.  We are also pleased with
the continued on-plan and on-budget development of Gahcho Kué,
which is a testament to the skill and experience of our operating
partner, De Beers Canada."

Gahcho Kue will be Canada's fifth diamond mine and is projected to
produce an average of 4.45 million carats per year from open pit
over the first 12 years.  During the first three years production
is expected to average 5.6 million carats per year.  Approximately
3 million tonnes of kimberlite will be processed per year at a
projected operating cost of Cnd$72.51 per tonne or approximately
Cnd$207 million (MPV 49% Cnd$101M).  Revenue, based on independent
modeled diamond prices, is projected at approximately US$150 per
carat, or US$842 million (MPV 40% US$413 million) per year for the
first three years of full production, net of marketing costs.  A
2014 NI 43-101 feasibility study report filed by Mountain Province
(available on SEDAR) indicates that the Gahcho Kue project has an
IRR of 32.6%.

                   About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province incurred a net loss of C$4.39 million in 2014,  a
net loss of C$26.6 million in 2013 and a net loss of C$3.33 million
in 2012.  As of Dec. 31, 2014, Mountain Province had C$301 million
in total assets, C$46.08 million in total liabilities and C$255
million in total shareholders' equity.

KPMG LLP, Toronto, Canada, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company's ability to continue
operations is dependent upon its ability to obtain sufficient
financing to fund its operations and development costs.


MURRAY HOLDINGS: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioners: Arnaldur Jon Gunnarsson and Arnar Scheving
                        Thorsteinsson

Chapter 15 Debtor: Murray Holdings Limited
                      aka Isis Investments Limited (in
                      liquidation)
                      aka Isis Investments Limited
                   69 Athol Street
                   Douglas IM1 1JE
                   Isle of Man

Chapter 15 Case No.: 15-11231

Type of Business: Investment Company

Chapter 15 Petition Date: May 11, 2015

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

Judge: Hon. Martin Glenn

Chapter 15 Petitioners' Counsel: Danielle Eva Perlman, Esq.
                                 Jessica C.K. Boelter, Esq.
                                 SIDLEY AUSTIN LLP
                                 787 Seventh Avenue
                                 New York, NY 10019
                                 Tel: 212-839-5300
                                 Email: dperlman@sidley.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


NATIONAL AIR CARGO: Moody's Cuts B747-400 Financing Rating to Caa2
------------------------------------------------------------------
Moody's Investors Service downgraded its rating on National Air
Cargo Holdings, Inc.'s ("NACH") B747-400 freighter financing to
Caa2 from Caa1. Following the downgrade of the instrument rating,
Moody's will withdraw all of its ratings it had assigned to NACH
including the Caa2 Corporate Family rating, the Caa2-PD Probability
of Default rating and the Caa2 Senior Secured rating assigned to
the company's 747 freighter financing.

The downgrade of the instrument rating reflects the increase in
Moody's estimate of loan-to-value to above 100% because of ongoing
significant declines in the value of the large, dedicated
freighters. Growth in demand for air cargo remains lackluster and
dedicated freighters, particularly the four-engine models like the
B747, continue to face competitive pressure from belly cargo space
on wide-body passenger aircraft as the global fleet of wide-body
aircraft continues to grow.

Moody's will withdraw the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.

The principal methodology used in this rating was Business and
Consumer Service Industry published in December 2014.


NEONODE INC: AWM Reports 4.9% Stake as of April 30
--------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, AWM Investment Company, Inc. disclosed that as of April
30, 2015, it beneficially owns 1,999,000 shares of common stock of
Neonode Inc., which represents 4.9 percent of the shares
outstanding.

AWM Investment Company, Inc., is the investment adviser to Special
Situations Technology Fund, L.P. and Special Situations Technology
Fund II, L.P.  As the investment adviser to the Funds, AWM holds
sole voting and investment power over 270,076 shares of
common stock of the Issuer held by TECH and 1,728,924 Shares
held by TECH II.

A full-text copy of the regulatory filing is available at:

                       http://is.gd/p9BaOO

                        About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

Neonode reported a net loss of $14.2 million in 2014, a net loss of
$13.08 million in 2013 and a net loss of $9.28 million in 2012.


NEONODE INC: Posts $2.07 Million Net Loss in First Quarter
----------------------------------------------------------
Neonode Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $2.07
million on $2.26 million of net revenues for the three months ended
March 31, 2015, compared with a net loss of $4.00 million on $1.01
of net revenues for the same period a year ago.

As of March 31, 2015, the Company had $8.19 million in total
assets, $6.39 million in total liabilities and $1.79 million in
total stockholders' equity.

Cash and accounts receivable totaled $6.5 million at March 31,
2015, compared to $7.2 million at Dec. 31, 2014.  Common shares on
a fully diluted basis totaled 46.1 million on March 31, 2015.

"We are extremely excited to see the large representation of
vehicles announced at the recent Auto Shanghai 2015 exhibition
using our technology for their infotainment systems.  There are now
6 automotive OEM's in production with our touch technology.  In
addition, we received our first license fee revenue from customers
in this expanding market in the first quarter 2015," said Neonode
CEO Thomas Eriksson.

"I'm also very happy to announce that we recently signed a license
agreement with Harman International Industries Inc., one of the
largest suppliers of infotainment systems to the automotive
industry.  This together with our agreements with Autoliv, Alpine
and other Tier 1 customers further strengthen our position as the
preferred touch solution provider for this market," continued Mr.
Eriksson.

"We see a large opportunity for our technology in applications such
as notebooks, monitors and all-in-one computing devices where we
believe we have a clear technology and cost advantage.  We have
therefore expanded our presence and commitment in Taiwan to better
serve and support our PC customers," concluded Mr. Eriksson.

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

                        http://is.gd/BbLtWk

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

Neonode reported a net loss of $14.2 million in 2014, a net loss of
$13.08 million in 2013 and a net loss of $9.28 million in 2012.



NET DATA: Taps Paul A. Beck as New Bankruptcy Counsel
-----------------------------------------------------
Net Data Centers, Inc., asks the Bankruptcy Court for permission to
employ Paul A. Beck, a professional corporation, as general
bankruptcy counsel.

According to the Debtor, it requires experienced bankruptcy counsel
to represent its interest in the Chapter 11 case.  The Debtor
initially decided to employ the law firm of Lesnick, Prince &
Pappas, LLP, as its general bankruptcy counsel, at the expense of
the Debtor's bankruptcy estate, and the firm served in that
capacity from the Petition Date through March 9 or 10, 2015.  The
Debtor decided to change counsel to replace the firm effective as
of March 11.

The Debtor advised its original counsel William F Govier, Esq., at
Lesnick Prince, of the termination of Lesnick Prince's services and
of its intention to retain Beck as the Debtor's new Chapter 11
general bankruptcy counsel.

The Debtor also directed and instructed Lesnick Prince to turnover
to Beck the remainder of the Debtor's initial retainer (originally
$100,000) that had not been expended prior to the commencement of
the case.

Mr. Beck, principal of the Beck firm, said his hourly rate is $475,
and paralegal Andrea Schonfeld's hourly rate is $225.

                      About Net Data Centers

Net Data Centers, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015.  Pervez P.
Delawalla, the president & CEO, signed the petition.  The Hon.
Sheri Bluebond is assigned to the case.  William F Govier, Esq., at
Lesnick Prince & Pappas LLP, serves as counsel to the Debtor.

The Debtor disclosed $9,110,070 in assets and $5,236,687 in
liabilities as of the Chapter 11 filing.

The U.S. trustee appointed three creditors to serve on the
Official Committee Of Unsecured Creditors.



NEW LOUISIANA: Exclusive Plan Filing Period Extended to May 31
--------------------------------------------------------------
New Louisiana Holdings, LLC, et al., filed a second request asking
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana, LaFayette Division, to extend the
exclusive period to file a plan of reorganization up to June 30,
2015, and the exclusive period to solicit acceptances of the plan
to August 31, 2015.

Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas,
Texas, stated that there are at least three reasons why the Court
should grant a further extension of the Debtors' Exclusive Periods,
namely:

   (1) The Debtors are currently in the middle of a Court-approved
sale process involving the operations of a majority of the Debtors'
remaining skilled nursing facilities, with an auction and a sale
hearing scheduled for May 21 and June 9, 2015, respectively.  The
Debtors expect that the sale of these operations will generate
several million dollars in net proceeds to their estates, which
will constitute a material portion of the funding for a plan.
Until the Debtors and the Official Committee of Unsecured Creditors
know the terms by which these operations will be sold, and the
proceeds to be realized therefrom, they do not have sufficient
information with which to negotiate a plan.

   (2) The deadline for filing proofs of claim against the Debtors'
estates has not yet expired.  The certainty and finality regarding
the amount and number of claims against the Debtors' estates is a
critical element in both plan formulation and the disclosure
statement.  Without a better understanding of the magnitude of the
claims against the Debtors' estates that can only come with the
passing of the bar date, the Debtors cannot draft a plan and
disclosure statement that will provide adequate information to
creditors.

   (3) While the Committee has been provided with substantial
information regarding the Debtors, the Committee's professionals
are still conducting the diligence necessary to enable them to
advise the Committee with respect to negotiate a plan with the
Debtors.

Mr. Foley also alleges that several factors exist to extend the
exclusive periods as requested, namely: (1) size and complexity of
the Debtor's cases; (2) length of case, good faith progress and no
intent to pressure creditors; and (3) the Debtors are paying
post-petition obligations.

                          *     *     *
Judge Summerhays issued an interim order extending the Debtors'
exclusive plan filing period to May 31, 2015, and their exclusive
solicitation period to July 30, 2015.  Hearing on the Motion as it
relates to the balance of the relief requested is scheduled for
June 9.

The Debtors are represented by:

         Patrick J. Neligan, Jr., Esq.
         James P. Muenker, Esq.
         NELIGAN FOLEY LLP
         325 N. St. Paul, Suite 3600
         Dallas, TX 75201
         Tel: (214) 840-5300
         Fax: (214) 840-5301
         Email:  pneligan@neliganlaw.com
                 jmuenker@neliganlaw.com

            -- and --

         Jan M. Hayden, Esq.
         BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC
         201 St. Charles Avenue, Suite 3600
         New Orleans, LA 70170
         Tel: (504)566-8645
         Fax: (504)585-6945
         Email: jhayden@bakerdonelson.com

The Creditors' Committee is represented by:

         Francis J. Lawall, Esq.
         PEPPER HAMILTON LLP
         3000 Two Logan Square Eighteenth and Arch Streets
         Philadelphia, PA 19103-2799
         Tel: (215) 981-4481
         Fax: (215) 981-4750
         Email: lawallf@pepperlaw.com

            -- and --

         Heather LaSalle Alexis, Esq.
         MCGLINCHEY STAFFORD, PLLC
         601 Poydras Street, 12th Floor
         New Orleans, LA 70130
         Tel: (504) 596-0395
         Fax: (504) 324-0749
         Email: hlasalle@mcglinchey.com

                   About New Louisiana Holdings

New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on June
25, 2014.

Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood
Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854), Lakewood
Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855), Panola 501
Partners, LP (Case No. 14-50862), Regency 14333 Tenant, LLC (Case
No. 14-50861), Retirement Center 14686 Tenant, LLC (Case No.
14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.

Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No.
14-50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No.
14-50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No.
14-50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.

Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No.
14-51101),
SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC (Case No.
14-51103) -- that operate skilled nursing facilities located in
Lakeland, Clewiston and St. Peterburg, Florida, sought protection
under Chapter 11 of the Bankruptcy Code on Sept. 3, 2014.

The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays
of the United States Bankruptcy Court for the Western District of
Louisiana (Lafayette).

The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.  Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.

The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors.  Pepper Hamilton LLP and
McGlinchey Stafford PLLC serve as counsel to the Committee.


ONE SOURCE: Delinquent on Postpetition Payments to US Bank
----------------------------------------------------------
U.S. Bank National Association asks the Bankruptcy Court to approve
a Rule 4001 Stipulation to Modify the Automatic Stay between the
bank and debtor One Source Industrial Holdings, LLC.

Eddie R. Jimenez, Esq., at Pite Duncan LLP in San Diego,
California, explains that post-petition installment payments owed
to U.S. Bank by the Debtor have fallen delinquent.

U.S. Bank National Association represented by:

     Eddie R. Jimenez, Esq.
     PITE DUNCAN, LLP
     4375 Jutland Drive, Suite 200
     P.O. Box 17933
     San Diego, CA 92177-0933
     Tel: (619) 590-1300
     Fax: (619) 590-1385
     Email: ejimenez@piteduncan.com

U.S. Bank is the assignee of the contract between the borrowers and
the All American Chrysler Jeep Dodge of Odessa. The Borrowers
entered into a Motor Vehicle Retail Installment Contract with all
American Chrysler Jeep Dodge of Odessa for the purchase of the said
vehicle. The Contract granted U.S. Bank a security interest in the
vehicle. US Bank perfected its security interest in the vehicle as
evidenced by a Texas Certificate of Title duly recorded with the
State of Texas. U.S. Bank is listed as the lienholder on the
Certificate of Title.

                    About One Source Industrial

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

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

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

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

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

The U.S. trustee overseeing the Chapter 11 case of One Source
Industrial Holdings LLC appointed five creditors of the company to
serve on the official committee of unsecured creditors.


ONE SOURCE: June 2 Hearing on Bid to Appoint Chapter 11 Trustee
---------------------------------------------------------------
One Source Industrial Holdings, LLC, and One Source Industrial LLC
ask the U.S. Bankruptcy Court to deny the motion filed by the U.S.
Trustee for Region 6 to appoint a Chapter 11 trustee in their
Chapter 11 cases.  The Debtors say that no "cause" exists to
appoint a trustee and the appointment is not in the best interest
of the estate.

William T. Neary, U.S. Trustee, in his motion, stated that on March
23, 2015, the U.S. Attorney for the Southern District of Texas
indicted the Debtors' managing member and 85% interest holder Scott
Jordan for defrauding ExxonMobil of more than $5.5 million, and the
release conditions bar from controlling the Debtor and from
contacting employees outside the presence of an attorney.

The Court will convene a hearing on the matter on June 2, 2015, at
9:30 a.m.

                    About One Source Industrial

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

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

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

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

The Debtors are represented by J. Robert Forshey, Esq., and Suzanne
K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas.
The Debtors tapped EJC Ventures LP as financial consultant.

The U.S. Trustee appointed five creditors to serve on the official
committee of unsecured creditors.


OPTIM ENERGY: Amends Plan, Terminates Sale of Gas Plant Portfolio
-----------------------------------------------------------------
Optim Energy, LLC, et al., revised their joint Chapter 11 plan of
reorganization to terminate the sale of their Gas Plant Portfolio
after not receiving any satisfactory bids.  The Debtors are instead
seeking confirmation of the Plan.

The Amended Plan will provide the Prepetition Secured Parties with
a Second Lien Note, ownership of the Gas Plant Portfolio, certain
residual Cash and certain unclaimed Undeliverable Distributions in
exchanged for the Allowed Prepetition Secured Parties' Secured
Claims.

Holders of Allowed General Unsecured Claims will receive
distributions so long as the class of these claims at each
Reorganizing Debtor also votes in favor of the applicable subplans.
If the Class of General Unsecured Claims in each  of the
Reorganizing Debtors vote to accept the applicable Subplan, a
holder of Allowed General Unsecured Claims in that Subplan will
receive additional consideration if the holder does not opt out of
the releases contained in the Plan.

The hearing to consider the adequacy of the disclosure statement
explaining the Debtors' joint plan of reorganization is rescheduled
to May 19, 2015, at 01:00 PM, before the U.S. Bankruptcy Court for
the District of Delaware.  The Debtors propose that the
confirmation hearing be held on June 24, 2014.

A blacklined version of the Third Amended Disclosure Statement
dated May 6, 2015, is available at
http://bankrupt.com/misc/OPTIMds0506.pdf

Full-text copies of Plan Exhibits are available at
http://bankrupt.com/misc/OPTIMplanex0508.pdf

                       About Optim Energy

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

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

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

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

The U.S. Trustee for Region 3 was unable to appoint an official
committee of unsecured creditors in the Debtors' cases.


OTTER PRODUCTS: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Fort-Collins, Colo.-based Otter Products LLC.  At
the same time, S&P affirmed the 'B+' rating on Otter's $165 million
senior secured term loan A due June 2019 and $460 million senior
secured term loan B due June 2020, as well as the $100 million
revolving facility due June 2019.  The recovery rating remains '3',
indicating S&P's belief that lenders could expect meaningful (50%
to 70%, lower half of the range) recovery in the event of payment
default or bankruptcy.  S&P's ratings incorporate an analysis of
Otter Products LLC on a consolidated basis, which includes Otter
Products LLC and OtterBox Holdings Inc., the wholly owned
subsidiaries and borrower of the credit facilities.

As of the fiscal year ended Dec. 31, 2014, S&P estimates that the
company had adjusted debt of roughly $633 million.

"The ratings affirmation reflects our belief that Otter Products
will continue to perform in line with our expectations," said
Standard & Poor's credit analyst Beverly Correa.  "We believe that
Otter's operating performance will remain stable despite tempered
growth rates for the company.  We also anticipate that the
improving economic environment in the U.S. and continued
innovations in the smart phone market will buoy demand for its
products," added Ms. Correa.

S&P's assessment of Otter's business risk profile as "weak" is
based on the company's narrow product focus with exposure to the
smartphone technology sector, customer concentration, limited
geographic diversity, and the discretionary nature of its products.
The premium pricing on its case products makes Otter susceptible
to reduced consumer discretionary spending.  Moreover, the
smartphone accessory sector has seen an influx of low-cost
protective cases in the past several years, resulting in a more
competitive landscape.  However, S&P do note Otter's brand
recognition and 45% market share in the $5.7 billion North American
mobile device accessories market.  In S&P's view, customer
concentration is high although S&P recognizes that the company has
made inroads in diversifying its customer base. Following a key
acquisition 2013, the company continued to realize rapid growth.
S&P expects that the company's growth will abate and fall in line
with industry growth rates as the company grows organically.



PARK FLETCHER: Court Enters Interim Cash Collateral Order
---------------------------------------------------------
U.S. Bankruptcy Judge Jeffrey J. Graham entered an interim order
authorizing Park Fletcher Realty, LLC, to use cash collateral.
Judge Graham was slated to conduct another hearing May 11 to
consider authorizing the Debtor's further use of cash collateral.

The Court ordered that, among other things:

   1. the lender will be entitled to the adequate protection
provisions for the cash collateral period as adequate protection
for the Debtor's use of cash collateral;

   2. the Debtor will maintain and keep in full force and effect
all insurance, endorsements and coverage for the real estate as
lender may reasonably require to protect lender's interest in the
real estate, which will be paid out of the cash collateral, and the
Debtor will provide lender with satisfactory evidence that all such
insurance coverage is in full force and effect; and

   3. commencing May 15, 2015, the Debtor will pay to lender
$187,500.

As reported in the Troubled Company Reporter on March 18, 2015,
creditor Filbert Orton Eat, LLC filed a limited objection stating
that the budget attached to the appears to indicate that the rent
generated from the property on a monthly basis is $40,000.
However, the alleged rent roll provided by the Debtor as of Feb.
18, 2015, shows the effective monthly rent more in the range of
$240,000.  It appears that the Debtor is unable to provide
meaningful operational information.  The amount owed to lender is
not less than $12,800,000.

                     About Park Fletcher Realty

Park Fletcher Realty, LLC filed a Chapter 11 bankruptcy petition
(Bank. S.D. Ind. Case No. 15-00843) on Feb. 15, 2015.  The
petition was signed by Shawn Williams as managing member.  KC
Cohen, Esq., at KC Cohen, Lawyer, PC, serves as the Debtor's
counsel.  Park Fletcher Realty LLC disclosed $15,201,760 in assets
and $13,187,177 in liabilities as of the Chapter 11 filing.  Judge
Jeffrey J. Graham presides over the case.



PLASTIC2OIL INC: Letter to Stockholders From CEO
------------------------------------------------
Plastic2Oil, Inc.'s Chief Executive Officer issued a letter to
stockholders describing certain business updates on May 4, 2015.

To our valued Plastic2Oil, Inc. (PTOI) stockholders:

I am pleased to provide you with this update regarding the business
of Plastic2Oil, Inc. (P2O).  As you know, on January 2, 2015, we
announced that we had contracted to sell up to six processors to
EcoNavigation LLC upon the completion of a pilot study.  Shortly
afterward, EcoNavigation presented P2O with several promising
opportunities and currently P2O and EcoNavigation are involved in
multiple, complex negotiations for the potential sale and
implementation of P2O processors with several end-users and
organizations.

P2O and EcoNavigation began discussions with a firm in the southern
U.S. regarding a development project that has the potential for the
deployment of more than 30 processors over the proposed project
development period.  This project has required significant
attention from the P2O, EcoNavigation, and O'Brien & Gere project
opportunity team.  Assuming P2O consummates the deal, the
anticipated testing requirements will be a three to five day run of
the firm's specific feedstock.  If testing is successful, we are
expecting an initial purchase order for 12 processors for phase one
of the project.  In light of this new opportunity presented by
EcoNavigation and the expanded scope of our relationship, we have
agreed to extend our agreement with EcoNavigation for an additional
ninety days under our current terms.

In addition to the above, a third opportunity for a three processor
site, located in the northern states, is being worked on by the
above mentioned project opportunity team, and is very close to
completion.  EcoNavigation continues final negotiations and work on
structuring and financing.

Although there can be no assurance that our current negotiations
will result in definitive agreements or successful sales, I am
personally optimistic and so I wanted to share this information
with you.  I encourage all investors to review P2O's periodic
filings made with the Securities and Exchange Commission in order
to keep apprised of any further developments.

Lastly, I am also pleased to inform you that P2O intends to engage
O'Brien & Gere (www.OBG.com), one of the leading EPC consulting
firms, for these upcoming opportunities.  O'Brien & Gere's Advanced
Manufacturing business should provide us the capability to scale-up
our technology and integrate it into a fully operational
manufacturing facility.  In addition, its full-service engineering
capabilities, project management and control system integration
round out our capabilities to deliver efficient and cost-effective
solutions to our customers.

I want to offer my personal thanks for the regular and extremely
valuable contributions made by our employees, management, Board of
Directors and investors.  I also look forward to seeing you and
sharing with you further developments at our 2015 annual
stockholders meeting, which is being planned for late this summer.
Formal notice and other details of the meeting will be presented in
our proxy statement that will be made available to our stockholders
and filed with the Securities and Exchange Commission.


   Sincerely,
    
   Richard Heddle, President & CEO

On May 1, 2015, Plastic2Oil entered into an amendment of the four
related agreements with EcoNavigation, LLC.  The sole purpose of
the Amendment is to extend the term of the pilot program from 120
days to 210 days.  

                         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.


PLAYA HOTELS: S&P Affirms 'B-' Rating on $425MM Sr. Unsecured Notes
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
issue-level rating, with a '5' recovery rating, on Playa Hotels &
Resorts B.V. subsidiary Playa Resorts Holding B.V.'s upsized $425
million 8% senior unsecured notes due 2020 following the company's
$50 million add-on to the facility.  The '5' recovery rating
indicates S&P's expectation for modest (10% to 30%, lower half of
the range) recovery for lenders in the event of a payment default.
The company will use proceeds from the add-on to repay existing
borrowings under its revolving credit facility and for general
corporate purposes.

All other ratings on Playa, including S&P's 'B' corporate credit
rating, remain unchanged.

"Our corporate credit rating on Playa is based on our assessment of
the company's business risk as 'weak' and our assessment of the
company's financial risk as 'highly leveraged,'" said Standard &
Poor's credit analyst Carissa Schreck.

S&P's assessment of the company's business risk as "weak" is based
on its limited geographic and business diversity compared with that
of other global leisure companies, the high volatility over the
lodging cycle, and the travel-related event risk in the company's
Mexican and Caribbean resort markets.  S&P also takes into account
the high levels of competition for leisure discretionary spending
as well as the integration, renovation, and rebranding risks
associated with the acquired resorts (two of which face significant
renovations, and one undergoing reconstruction) and the launch of
two new Hyatt all-inclusive resort brands.  Playa's experienced
management team and its good position in (and the increasing
popularity of) the all-inclusive resort vacation market partially
offset these risks.  Playa's portfolio of 13 all-inclusive resorts
also includes the four resorts and a management company purchased
in 2013 from BD Real Resorts, and a resort in Jamaica.

The stable outlook on Fairfax, Va.-based hotels owner and operator
Playa Hotels & Resorts B.V. reflects S&P's expectation that EBITDA
coverage of cash interest expense will be in the 2x area through
2015, and that Playa is likely to maintain adequate liquidity to
complete significant renovations through 2015.

S&P could lower the rating or revise the outlook to negative if
Playa underperforms S&P's current performance expectations,
jeopardizing its "adequate" liquidity position and ability to
complete its transformation.

Ratings upside is limited at this time, given Playa's integration,
renovation, and brand launch risk over the next few years.  Also,
S&P do not anticipate the company generating positive free cash
flow until after 2015, under S&P's performance expectations.  Prior
to considering higher ratings, S&P would need to be confident Playa
would not refinance a significant portion of the accreting
preferred equity stake with debt.



PLY GEM HOLDINGS: Incurs $48.8 Million Net Loss in First Quarter
----------------------------------------------------------------
Ply Gem Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $48.9 million on $376 million of net sales for the three months
ended April 4, 2015, compared to a net loss of $51.6 million on
$269 million of net sales for the three months ended March 29,
2014.

As of April 4, 2015, Ply Gem had $1.23 billion in total assets,
$1.38 billion in total liabilities and a $150 million total
stockholders' deficit.

"The first quarter marks the fourth consecutive year-over-year
quarterly growth of both net sales and adjusted EBITDA for Ply
Gem," said Gary E. Robinette, Ply Gem's president and CEO.  "The
seasonality of our business and the typical winter weather
experienced in our market footprint traditionally impacts our
ability to leverage the business during the first quarter.  While
much of the residential housing market experienced favorable
weather conditions during the first half of the quarter, the
extreme winter weather occurred during March and early April of
2015 and presented a challenge to our business.  However, we
continue to demonstrate improvement in our operating performance
and remain focused on our strategic priorities to drive profitable
growth with further gross margin improvements and increases in
adjusted EBITDA.  While we anticipate the housing market to
continue to experience near-term choppiness, we remain encouraged
by the macro-economic trends that continue to support the long-term
recovery of the housing industry.  As we further integrate Simonton
and continue progress on our strategic initiatives, we are well
positioned to take advantage of the housing market rebound and
recovery in residential new construction and remodeling activity."

Commenting on the Company's results, Shawn K. Poe, Ply Gem's chief
financial officer added, "In the first quarter, we continued to
drive financial improvements within our business segments.
Excluding the impact of the Simonton acquisition, our net sales
increased 16.0% and we achieved a 60 basis point improvement in our
gross profit margin as a result of our improved pricing and
operational performance initiatives.  Our adjusted EBITDA
pull-through on incremental net sales for the first quarter was
approximately 12.0%, which was in line with our near-term
expectations."

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

                         http://is.gd/EqX1Q0

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem reported a net loss of $31.3 million on $1.56 billion of
net sales for the year ended Dec. 31, 2014, compared to a net loss
of $79.5 million on $1.36 billion of net sales for the year ended
Dec. 31, 2013.

                            *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
Company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PREMIER DENTAL: Moody's Lowers CFR to 'Caa1', Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Premier Dental Services,
Inc.'s Corporate Family Rating to Caa1 from B3, its Probability of
Default Rating to Caa1-PD from B3-PD, and its senior secured bank
credit facility rating to Caa1 from B3. The rating outlook is
negative.

The rating action reflects the company's weak operating performance
and deterioration of credit metrics beyond Moody's prior
expectations. The declining operating margins are due primarily to
the restoration and expansion of certain benefits for adult
DentiCal coverage by the state of California in mid-2014. This has
resulted in a significant payor mix shift due to the higher
proportion of lower-margin patients covered by DentiCal. In
addition, the higher frequency of DentiCal patient visits is also
expected to continue to displace higher-paying out-of-pocket or
commercial insurance customers, resulting in a lower average
reimbursement rate for the company's services. The downgrade also
reflects Moody's concerns related to the minimal cushion under the
company's financial maintenance covenants over the next few
quarters, due to recent earnings volatility and approaching
step-downs. While Moody's anticipates that the sponsor will provide
an equity cure over the approaching financial covenant testing
periods, the downgrade reflects Moody's expectation that a waiver
or an amendment may be required, if the sponsor faces any
restrictions in providing additional equity infusions in order to
resolve a covenant violation (equity cure) over the next 12 to 18
months.

Premier Dental Services, Inc.:

Ratings downgraded:

  -- Corporate Family Rating to Caa1 from B3

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

  -- Senior secured revolving credit facility to Caa1 (LGD 4)
     from B3 (LGD 4)

  -- Senior secured first lien term loan to Caa1 (LGD 4) from B3
     (LGD 4)

  -- The rating outlook is negative.

The company's Caa1 Corporate Family Rating reflects the company's
small absolute revenue size, high financial leverage, considerable
level of bad debt expense, and high geographic concentration in
California, which has faced reimbursement pressures. The company's
credit profile also reflects liquidity concerns related to the weak
cushion under the company's credit facility financial maintenance
covenants. Moody's expect the company to continue to face near-term
earnings pressure due to the lower average reimbursement rate for
the company's dental services, following the expansion of adult
dental coverage under DentiCal which has faced recent reimbursement
cuts, and displacement of higher margin self-pay patients who pay a
full fee-for-service rate out of pocket. The rating also reflects
the high reliance on the ability of the company's regulated
operating subsidiaries to continue to successfully upstream cash
via dividend payments to service the debt held at Premier Dental
Services, Inc. While highly unlikely to occur, upstream payments
have the ability to become restricted under the operation of the
Knox-Keene Act, the California Department of Managed Health Care
("DMHC") or the operating performance of these subsidiaries.

The negative rating outlook reflects Moody's concerns that PDS will
be challenged to stabilize and improve operating performance. It
also reflects Moody's expectation that the company's credit metrics
will remain constrained, and that its liquidity profile will remain
weak. In addition, while Moody's expects the company to obtain an
equity infusion from the financial sponsor for the first quarter
2015 testing period, the absence or inability of the sponsor to
implement an equity infusion in order to resolve covenant
violations over the next 12 to 18 months would likely require a
waiver or an amendment by the lenders.

The ratings could be downgraded if the company's operating
performance or sources of liquidity deteriorate, or if for any
reason Moody's becomes further concerned around the sustainability
of the company's capital structure.

The ratings could be upgraded if the company's operating
performance stabilizes and its liquidity profile improves. An
upgrade would also require the company to reduce adjusted debt to
EBITDA below 6.0 times on a sustained basis.

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.

Headquartered in Orange, California, Premier Dental Services, Inc.
("PDS"), and its subsidiaries and affiliates, including Western
Dental Services, Inc., (collectively "Western Dental") is a leading
provider of full service general, specialty and orthodontic
dentistry services in the United States, and the largest provider
of dentistry services in the State of California. As a regulated
and licensed HMO/health plan under California's Knox-Keene Health
Care Service Plan Act of 1975, and as permitted under Arizona law,
Western Dental operates predominantly under the staffing model,
whereby the company directly employs its dentists. As of December
31, 2014, Western Dental operated 187 dental centers throughout
California, Arizona, Nevada and Texas. The company is owned by
private-equity firm, New Mountain Capital, and generated total
revenues of approximately $521 million for the twelve months ended
December 31, 2014.


PROLOGIS INC: Fitch Rates $78.2 Million Preferred Stock 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BBB' to the EUR700
million aggregate principal amount of guaranteed notes issued by
Prologis, L.P., the operating partnership of Prologis, Inc. (NYSE:
PLD; collectively including rated subsidiaries Prologis or the
company). The 2021 notes have an annual coupon rate of 1.375% and
were priced at 99.112% of the principal amount to yield 1.531% to
maturity or 102 basis points (bps) over the mid-swap rate.
The notes are senior unsecured obligations of Prologis, L.P. that
are fully and unconditionally guaranteed by Prologis, Inc. The
company intends to use the net proceeds of approximately EUR691.2
million to repay outstanding borrowings under its global line of
credit and/or multicurrency senior term loan. Thereafter, the
company may use a portion of the net proceeds to fund development
and acquisitions, including a portion of its share of the purchase
price for its anticipated acquisition transaction with KTR Capital
Partners (KTR).

On April 21, 2015, Fitch affirmed at 'BBB' the ratings for Prologis
following the announcement that the company's 55 - 45 consolidated
joint venture with Norges Bank Investment Management (NBIM),
Prologis U.S. Logistics Venture, agreed to acquire the real estate
assets and operating platform of KTR and its affiliates for a total
purchase price of $5.9 billion including the assumption of debt.

The Rating Outlook is Positive.

KEY RATING DRIVERS

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

Prologis has indicated that it intends to fund the KTR transaction
on a leverage-neutral basis; however, there are uncertainties
surrounding the levels of proceeds from asset sales and equity that
will ultimately be used to fund the transaction. Under the agency's
base case, Fitch expects that proceeds from the senior notes due
2021, the issuance of $230 million of operating partnership units,
the assumption of $385 million of pro rata mortgage debt, $335
million of asset sales and hedge settlement proceeds, and $1.5
billion of equity proceeds will comprise the consideration for
Prologis' $3.2 billion share of the KTR transaction. A deviation
from funding the transaction on a leverage neutral basis would slow
the trajectory of the company's de-leveraging and could place
pressure on the Positive Outlook.

The KTR development portfolio includes 3.6 million square feet of
properties under development and land holdings. However, PLD's pro
rata cost to complete development compared to total asset value
remains low when compared with the company's levels during the
previous upcycle.

High Leverage Expected to Decline

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

Adequate Liquidity; No Corporate Debt Maturities Until 2017

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

The company's liquidity coverage ratio is 1.4x for the period April
1, 2015 to Dec. 31, 2016 pro forma for the KTR transaction. Fitch
defines liquidity coverage as liquidity sources divided by uses.
Liquidity sources include unrestricted cash, availability under
revolving credit facilities pro forma, and projected retained cash
flows from operating activities. Liquidity uses include pro rata
debt maturities after extension options at PLD's option, projected
recurring capital expenditures, and pro rata cost to complete
development. Moreover, the company has no corporate maturities
until 2017.

Internally generated liquidity is moderate as the company's
adjusted funds from operations (AFFO) payout ratio was 88.8% in
1Q'15 compared to 88.7% in 2014 and 95.4% in 2013. Based on the
current payout ratio, the company would retain approximately $95
million in annual cash flow.

Improving Fundamentals and Fixed-Charge Coverage

Positive net absorption continues to benefit Prologis' portfolio
while macro industrial indicators such as manufacturing levels,
housing starts and homebuilder confidence indicate that demand may
continue to outpace supply. The company's average net effective
rent change on rollover was 9.7% in 1Q'15, up from 7.4% on average
during 2014 and 4.5% on average in 2013. Occupancy was 95.9% as of
March 31, 2015 compared to 96.1% as of Dec. 31, 2014, up from 95.0%
as of Dec. 31, 2013 and cash same-store net operating income (NOI)
grew by 3.9% in 1Q'15, 4.5% on average in 2014 and 1.8% on average
in 2013.

Pro rata fixed-charge coverage (FCC) is 2.8x in 1Q'15 pro forma for
the KTR transaction, up from 2.7x in 1Q'15, 2.4x in 2014 and 1.8x
in 2013. Fitch defines pro rata FCC as pro rata recurring operating
EBITDA less pro rata recurring capital expenditures less
straight-line rent adjustments divided by pro rata interest
incurred and preferred stock dividends. Fitch projects that rental
rate growth in the high single digits (since in-place rents over
the next several years remain approximately 10% below market rents)
will result in 3% - 4% same store NOI (SSNOI) growth over the next
several years. This should result in FCC sustaining in the 2.5x to
3.0x range, which is strong for a 'BBB' rating. Under the Fitch
stress case, FCC would be 2.6x, which is also strong for the
rating.

Pro Rata Treatment

Fitch looks primarily at pro rata leverage (pro rata net
debt-to-pro rata recurring operating EBITDA) rather than
consolidated metrics given Fitch's expectation that PLD has and
would in the future support or recapitalize unconsolidated
entities, its agnostic view toward property management for
consolidated and unconsolidated assets, and its focus on pro rata
portfolio and debt metrics. As a supplementary measure, Fitch
calculates consolidated leverage as consolidated net debt-to
consolidated recurring operating EBITDA plus Fitch's estimate of
recurring cash distributions from unconsolidated co-investment
ventures, since these cash distributions benefit unsecured
bondholders. However, this supplementary measure may understate
leverage given the inclusion of cash distributions from joint
ventures but exclusion of the corresponding non-recourse debt.

Excellent Access to Capital

The company issued $7.1 billion and EUR3.2 billion in unsecured
bonds since 2009 (using the proceeds to refinance and repurchase
bonds, to fund a portion of the KTR transaction and for general
corporate purposes) and $3.7 billion of follow-on common equity at
a weighted average discount of 1.8% to consensus estimated net
asset value. The company also has a $750 million at-the-market
(ATM) equity offering program, and in December received proceeds of
$353.9 million through the issuance of equity securities from the
exercise of a warrant issued in connection with the formation of
Prologis European Logistics Partners and through the ATM program.

Strategic capital is another important source of funding for PLD,
as evidenced by the KTR transaction being completed via a
partnership with NBIM. The company rationalized and restructured
certain of its investment ventures to increase the permanency of
its capital (e.g., FIBRA Prologis and Nippon Prologis REIT) and
reduce the inter-dependence over the past several years, which
Fitch views favorably.

Global Platform; KTR Transaction Improves Portfolio Quality

Prologis had $52.6 billion of assets under management as of March
31, 2015 and the global platform limits the risk of over-exposure
to any one region's fundamentals. PLD derived 83.2% of its 1Q'15
NOI from Prologis-defined global markets (59.3% in the Americas,
20.4% in Europe, and 3.5% in Asia), and the remaining 16.8% of
1Q'15 NOI was derived from regional and other markets. The KTR
transaction will increase the company's exposure to major U.S.
markets, including Southern California (21.9% of pro forma U.S.
NOI), New York-New Jersey (10.1%), Chicago (9.8%), San Francisco
Bay Area (7.0%) and Dallas (6.0%).

The KTR transaction will also increase the company's exposure to
e-commerce, a growing segment in the industrial real estate market,
as evidenced by the increase in annualized base rent from
Amazon.com to 2.4% pro forma, compared to 1.0% as of March 31,
2015. Other top tenants pro forma include DHL (1.8%), Kuehne &
Nagel (1.3%), CEVA Logistics (1.3%), and Geodis (1.0%).

Adequate Unencumbered Asset Coverage

Prologis has adequate contingent liquidity with a stressed value of
unencumbered assets (1Q'15 unencumbered NOI divided by a stressed
8% capitalization rate) to net unsecured debt of 2.3x. When
applying a 50% haircut to the book value of land held and a 25%
haircut to construction in progress, unencumbered asset coverage
improves to 2.6x.

Increasing Speculative Development

PLD's strategy of developing industrial properties centers on value
creation and complements the company's core business of collecting
rent from owned assets. After construction and stabilization, the
company either holds such assets on its balance sheet or
contributes them to managed co-investment ventures. PLD endeavors
to match-fund development expenditures and acquisitions with cash
from dispositions or contributions of assets to the ventures. If
the company does not anticipate disposition or contribution
volumes, PLD management has stated that the company would scale
back development starts and acquisitions accordingly, though the
sector has a mixed track record of forecasting market cycles.

Development is substantially smaller today than in the previous
upcycle with costs to complete equal to 4.0% of undepreciated
assets at March 31, 2015 (3.2% pro rata) compared with 14.1% at
year-end 2007. However, speculative development increased over the
past several years to 83.5% as of March 31, 2015 from 72.2% at Dec.
31, 2014 and 58.2% as of Dec. 31, 2013, which illustrates elevated
lease-up risk. However, the company estimates that approximately
75% of its future development is comprised of speculative projects.
The KTR development portfolio includes 3.6 million square feet of
properties under development and land holdings, signaling that
development will continue in the coming years.

Preferred Stock Notching

The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

KEY ASSUMPTIONS

Fitch's key assumptions for Prologis in Fitch's base case include:

   -- The KTR transaction closes in 2Q'15 and is funded with the
      proceeds from the senior notes due 2021, the issuance of
      $230 million of operating partnership units, the assumption
      of $385 million of mortgage debt, $500 million of asset
      sales and hedge settlement proceeds, and $1.5 billion of
      common equity;
   -- 3% to 4% annual same-store NOI through 2017;
   -- G&A growth to maintain historical margins relative to total
      revenues initially but potentially be reduced over the next
      several years due to geographical overlap of the KTR
      portfolio;
   -- $2.0 billion annual development starts through 2017;
   -- $875 million annual building acquisitions through 2017;
   -- $1.1 billion annual contributions to co-investment ventures
      through 2017;
   -- $1.8 billion annual third-party dispositions through 2017;
   -- Debt repayment with the issuance of new unsecured bonds;
   -- AFFO payout ratio in the low 90% range.

RATING SENSITIVITIES

The following factors may result in an upgrade to 'BBB+':

   -- Fitch's expectation of pro rata leverage sustaining below
      6.5x is Fitch's primary rating sensitivity (pro rata
      leverage was 6.9x as of March 31, 2015 and is 6.9x pro forma

      under Fitch's base case);

   -- Fitch's expectation of consolidated leverage sustaining
      below 6.0x (consolidated leverage was 6.2x as of March 31,
      2015 and is 6.0x pro forma under Fitch's base case. Fitch
      defines consolidated leverage as net debt to recurring
      operating EBITDA including recurring cash distributions from

      unconsolidated entities to Prologis);

   -- Fitch's expectation of liquidity coverage sustaining above
      1.25x (this ratio is 1.4x pro forma);
   
   -- Fitch's expectation of pro rata FCC sustaining above 2x
      (this ratio was 2.5x for the TTM ended March 31, 2015 and is

       2.8x pro forma under Fitch's base case).

The following factors may result in negative action on the ratings
and/or Rating Outlook:

   -- Fitch's expectation of pro rata leverage sustaining above
      7.5x, which could be the result of the company not funding
      the KTR transaction on a leverage neutral basis and/or a
      deterioration in operating fundamentals;
   
   -- Fitch's expectation of consolidated leverage sustaining
      above 7.0x;
   
   -- Fitch's expectation of liquidity coverage sustaining below
      1.0x;

   -- Fitch's expectation of FCC sustaining below 1.5x.

In addition to the EUR700MM senior notes due 2021, Fitch currently
rates Prologis and its obligations as follows:

Prologis, Inc.

   -- Issuer Default Rating (IDR) 'BBB';
   -- $78.2 million preferred stock 'BB+'.

Prologis, L.P.

   -- IDR 'BBB';
   -- $2.5 billion global senior credit facility 'BBB';
   -- $5.7 billion senior unsecured notes 'BBB';
   -- EUR500 million multi-currency senior unsecured term loan
'BBB';

Prologis Tokyo Finance Investment Limited Partnership

   -- Senior unsecured guaranteed notes 'BBB';
   -- JPY45 billion senior unsecured revolving credit facility
'BBB';
   -- JPY40.9 billion senior unsecured term loan 'BBB'.



PROQUEST LLC: S&P Retains 'B' Rating on Secured 1st Lien Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level rating
on Ann Arbor, Mich.-based content provider ProQuest LLC's senior
secured first-lien term loan remains 'B' with a recovery rating of
'3' and its issue-level rating on the company's revolving credit
facility remains 'BB-' with a recovery rating of '1' following the
company's announcement that it is upsizing its first-lien term loan
and revolving credit facility.  The '3' recovery rating indicates
S&P's expectation for meaningful (50% to 70%; lower half of the
range) recovery in the event of a payment default and the '1'
recovery rating indicates S&P's expectation for very high (90% to
100%) recovery in the event of a payment default.  The revolving
credit facility is increasing to $75 million from $60 million and
the term loan is increasing to $450 million from $435 million.  The
corporate credit rating on ProQuest remains 'B' with a stable
outlook.

Proceeds from the transaction will be used to fund the acquisition
of Coutts Information Services and MyiLibrary. Pro forma for the
transaction, ProQuest's debt leverage increased slightly to 5.5x,
which is consistent with a "highly leveraged" financial risk
profile assessment.  The transaction will increase the company's
annual interest expense by less than $1 million to about $24
million.

The 'B' corporate credit rating on ProQuest reflects S&P's
expectation that leverage will remain high at over 5x over the next
two years, as the company will continue to expand and invest in its
product and content offerings.  This expectation underscores our
assessment of ProQuest's financial risk profile as "highly
leveraged."  ProQuest generates almost two-thirds of its revenue
from higher education libraries, in which the evolution of e-books
has aided revenue growth.  However, some of ProQuest's corporate
and government clients are facing budgetary pressures and are not
increasing spending allocations for libraries, resulting in a
low-growth, near-term operating outlook for the company.  As a
result, S&P views ProQuest's business risk profile as "weak."

RATINGS LIST

ProQuest LLC
Corporate Credit Rating                B/Stable/--
  Senior secured   
  First-lien term loan                  B
   Recovery Rating                      3L
  Revolver bank loan                    BB-
   Recovery Rating                      1  



PROSPECT PARK: Seeks July 6 Extension of Solicitation Period
------------------------------------------------------------
Prospect Park Networks, LLC, filed a sixth motion asking the U.S.
Bankruptcy Court for the District of Delaware to further extend
through and including July 6, 2015, its exclusive period to solicit
acceptance of its Amended Chapter 11 Plan of Liquidation.

The Debtor's Amended Plan contemplates the appointment of an
independent fiduciary, James S. Feltman, who will oversee the
liquidation of the Debtor's assets, including its substantial
litigation claims against American Broadcasting Company, Inc.  To
represent the Debtor in the pending litigation against ABC, the
Debtor has obtained the Court's authority to retain Jones Day on a
contingency basis, effective upon the Debtor's payment of a
$400,000 cost reserve to Jones Day.

The Debtor would not have sufficient cash on hand to pay the
litigation cost reserve to Jones Day absent receiving anticipated
funds from the net proceeds of a tax credit sale.

According to William E. Chipman, Jr., Esq., at Chipman Brown Cicero
& Cole LLP, in Wilmington, Delaware, since the filing of the Fifth
Exclusivity Motion, the Debtor and the Official Committee of
Unsecured Creditors have made progress toward finalizing the terms
of a financing arrangement which would enable the Debtor to
successfully fund a plan of liquidation.   Mr. Chipman tells the
Court that the Debtor and the Committee have further engaged in
extensive efforts to negotiate disputed claims and indeed have
objected to certain claims.  These efforts, Mr. Chipman says, have
been productive, but are ongoing.  Meanwhile, Jones Day has
expressed its intention to terminate its involvement with the
Debtor if Jones Day does not receive the Cost Reserve by May 15,
2015.  The Debtor and the Committee will continue their efforts to
finalize the remaining details of a liquidating plan given these
recent developments, Mr. Chipman adds.

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A., serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


QUALITY DISTRIBUTION: Moody's Reviews 'B2' CFR for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Quality
Distribution, LLC, including its B2 Corporate Family and B2-PD
Probability of Default ratings, under review for downgrade
following the announcement that its parent company, Quality
Distribution, Inc., announced that it has entered into a definitive
agreement to be acquired by funds advised by Apax Partners, a
global private equity firm, for approximately $800 million,
including the assumption of debt.

Moody's has taken the following rating actions:

On Review for Downgrade:

  -- Corporate Family Rating, Placed on Review for Downgrade,
     currently B2

  -- Probability of Default Rating, Placed on Review for
     Downgrade, currently B2-PD

  -- $225 million ($170 million outstanding) second lien notes
     due 2018, Placed on Review for Downgrade, currently, B3
     (LGD-5)

Ratings Unchanged:

  -- Speculative Grade Liquidity rating, at SGL-3

Outlook Actions:

  -- Outlook, Changed To Ratings Under Review for Downgrade from
     Stable

According to the company's announcement, Apax will acquire all
outstanding shares of Quality Distribution for US$16.00 per share
in an all-cash transaction valued at approximately US$800 million,
including the assumption of debt, representing a 9.0x multiple of
Quality's reported EBITDA for the twelve months ended March 31,
2015. The agreement has been unanimously approved by Quality
Distribution's Board of Directors. The closing of the transaction
is subject to certain conditions, including approval of Quality
Distribution's stockholders, expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and a 40-day "go-shop" period following the date
of execution of the definitive agreement. During the go-shop
period, through June 15, the company may consider alternative
acquisition proposals. The transaction is expected to close in the
third quarter of 2015.

The announcement also states that the transaction will include the
assumption of debt. Apax has secured committed financing for the
proposed transaction. Moody's estimates that the potential amount
of acquisition-related debt would pressure the current ratings. The
review will consider the final capital structure and portion of
purchase price financed with debt.

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies 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.

Quality Distribution, LLC and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida. The
company is a transporter of bulk liquid and dry bulk chemicals. The
company is also a provider of intermodal tank container and depot
services through its wholly owned subsidiary, Boasso America
Corporation. In 2011, Quality entered the energy logistics
business. Revenue for the twelve months ended March 31, 2015
approximated $988 million.


QUALITY DISTRIBUTION: Posts $2.52 Million Net Income in 1st Quarter
-------------------------------------------------------------------
Quality Distribution, Inc., reported net income of $2.52 million on
$230 million of total operating revenues for the three months ended
March 31, 2015, compared to net income of $3.07 million on $234
million of total operating revenues for the same period in 2014.

As of March 31, 2015, the Company had $418 million in total assets,
$445 million in total liabilities, and a $26.9 million total
shareholders' deficit.

"I am pleased with our overall financial performance this quarter,
which led to solid profitability that exceeded our expectations,"
stated Gary Enzor, chairman and chief executive officer.  "All
three segments were impacted by adverse weather conditions in the
first quarter, but Chemical's and Intermodal's increased revenues
helped drive bottom line profitability.  Our Energy business
continues to make strides in shifting its revenue mix toward
steadier post-production activity versus drilling related work,
which helped improve their year-over-year Adjusted EBITDA margins.
Overall, the first quarter was a good start to 2015, and we look
forward to maintaining this positive momentum as we head into our
busy season."

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

                        http://is.gd/EtMC76

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported net income of $20.6 million on $992
million of total operating revenues for the year ended Dec. 31,
2014, compared to a net loss of $42.03 million on $930 million of
total operating revenues for the year ended Dec. 31, 2013.

                         Bankruptcy Warning

"We have substantial indebtedness and may not be able to make
required payments on our indebtedness.

We had consolidated indebtedness and capital lease obligations,
including current maturities of $351.3 million, as of December 31,
2014.  We must make regular payments under the ABL Facility,
including the Term Loan, thereunder, and our capital leases and
semi-annual interest payments under our 2018 Notes.

The ABL will mature at the earlier of November 2019 and the date
that is 91 days prior to the maturity of the Company's currently
outstanding 2018 Notes or any replacement notes if the outstanding
amount of such debt is above a certain threshold.  The Term Loan
matures on November 3, 2017 but we are subject to mandatory
prepayment of the principal amount of the Term Loan in equal
quarterly payments beginning as early as November 2015.  The
maturity date of the ABL Facility, including the Term Loan, may be
accelerated if we default on our obligations.  If the maturity of
the ABL Facility and/or such other debt is accelerated, we may not
have sufficient cash on hand to repay the ABL Facility and/or such
other debt or be able to refinance the ABL Facility and/or such
other debt on acceptable terms, or at all.  The failure to repay or
refinance the ABL Facility and/or such other debt at maturity would
have a material adverse effect on our business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of us and/or our subsidiaries.  Any actual
or potential bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company states in its 2014 annual report.

                           *     *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to
'B2' from 'B3' and Probability of Default Rating to 'B2-PD' from
'B3-PD'.

The upgrade of Quality's CFR to 'B2' was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the 'B2' rating level.
The company is in the process of integrating the bolt-on
acquisitions made in its Energy Logistics business sector since
2011.


QUALITY DISTRIBUTION: To Sell to Apax for $800 Million
------------------------------------------------------
Quality Distribution, Inc., has entered into a definitive agreement
to be acquired by funds advised by Apax Partners, a global private
equity firm, for approximately $800 million, including the
assumption of debt, or $16.00 per share in cash.  The transaction
price represents a premium of approximately 63% over Quality
Distribution's closing share price on May 6, 2015.  Quality
Distribution believes that the transaction provides its
shareholders with an attractive premium that delivers immediate
compelling value for their shares.  The definitive agreement was
unanimously approved by Quality Distribution's Board of Directors,
which recommended that Quality Distribution's shareholders approve
the agreement.

The acquisition is subject to customary closing conditions,
including obtaining the approval of the holders of a majority of
the total outstanding shares of Quality Distribution common stock
and the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act.  The
transaction is expected to be completed in the third quarter of
2015.  Under the terms of the agreement, Quality Distribution may
solicit alternative proposals from third parties during a 40-day
"go-shop" period following the date of execution of the definitive
agreement.  There can be no assurances that this process will
result in a superior acquisition proposal.

"We believe our sale to Apax maximizes value for our shareholders
and provides Quality Distribution with the increased financial
flexibility we need to continue to grow," said Gary Enzor, chairman
and chief executive officer of Quality Distribution. "Apax supports
our strategy and is committed to helping us continue our pursuit of
strategic growth in our Chemical and Intermodal businesses while
managing the current market conditions in the energy industry.
They will bring financial resources and expertise that will assist
us as we expand Quality Distribution through internal investment
and initiatives as well as disciplined acquisitions.  This, in
turn, should provide more opportunities for our employees and
independent affiliates and benefit our customers through greater
scale and cost-effective capabilities."

Quality Distribution operates the largest chemical bulk logistics
network in North America through its wholly-owned subsidiary,
Quality Carriers, Inc., and is the largest North American provider
of intermodal tank container and depot services through its
wholly-owned subsidiary, Boasso American Corporation.  Quality also
provides logistics and transportation services to the
unconventional oil and gas industry through its wholly-owned
subsidiary, QC Energy Resources, Inc.  Quality's network of
independent affiliates and independent owner-operators provides
nationwide bulk transportation and related services.  Quality is an
American Chemistry Council Responsible Care Partner and is a core
carrier for many of the Fortune 500 companies that are engaged in
chemical production and processing.

"Having followed Quality for several years, we have been impressed
with the strategy and vision articulated by the Company's
management team," said Ashish Karandikar, a Partner on Apax's
Services team.  "As the leading logistics platform in the bulk
chemical transportation industry, Quality is well positioned to
take advantage of both organic growth opportunities and strategic
acquisitions while benefiting from the financial and operational
flexibility of operating as a private company.  We look forward to
partnering with Quality's management team as they pursue the
Company's next phase of growth."

RBC Capital Markets is serving as financial advisor to Quality
Distribution, and Fried, Frank, Harris, Shriver & Jacobson LLP is
serving as legal counsel to Quality Distribution.  Skadden Arps,
Slate, Meagher & Flom LLP and Kirkland & Ellis LLP are serving as
legal counsel to Apax.

Apax has secured committed financing for the transaction, which
will be provided by Deutsche Bank AG New York Branch, Bank of
America, N.A., Jefferies Finance LLC, MIHI LLC and SunTrust Bank.

A copy of the Agreement and Plan of Merger is available at:

                         http://is.gd/4NUsk6

On May 6, 2015, Quality distributed the followng communications:


  -- Talking Points for Independent Affiliates Call

                        http://is.gd/ywMw2O

  -- Talking Points – Employee Town Hall / Pre-Recorded Call for

     Employee Drivers

                        http://is.gd/VkRfxK

  -- Master Q&A, Dated May 6, 2015

                        http://is.gd/4KfW18

  -- Key Messages

                        http://is.gd/WhRSM1

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported net income of $20.6 million on $992
million of total operating revenues for the year ended Dec. 31,
2014, compared to a net loss of $42.03 million on $930 million of
total operating revenues for the year ended Dec. 31, 2013.

                         Bankruptcy Warning

"We have substantial indebtedness and may not be able to make
required payments on our indebtedness.

We had consolidated indebtedness and capital lease obligations,
including current maturities of $351.3 million, as of December 31,
2014.  We must make regular payments under the ABL Facility,
including the Term Loan, thereunder, and our capital leases and
semi-annual interest payments under our 2018 Notes.

The ABL will mature at the earlier of November 2019 and the date
that is 91 days prior to the maturity of the Company's currently
outstanding 2018 Notes or any replacement notes if the outstanding
amount of such debt is above a certain threshold.  The Term Loan
matures on November 3, 2017 but we are subject to mandatory
prepayment of the principal amount of the Term Loan in equal
quarterly payments beginning as early as November 2015.  The
maturity date of the ABL Facility, including the Term Loan, may be
accelerated if we default on our obligations.  If the maturity of
the ABL Facility and/or such other debt is accelerated, we may not
have sufficient cash on hand to repay the ABL Facility and/or such
other debt or be able to refinance the ABL Facility and/or such
other debt on acceptable terms, or at all.  The failure to repay or
refinance the ABL Facility and/or such other debt at maturity would
have a material adverse effect on our business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of us and/or our subsidiaries.  Any actual
or potential bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company states in its 2014 annual report.

                           *     *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to
'B2' from 'B3' and Probability of Default Rating to 'B2-PD' from
'B3-PD'.

The upgrade of Quality's CFR to 'B2' was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the 'B2' rating level.
The company is in the process of integrating the bolt-on
acquisitions made in its Energy Logistics business sector since
2011.


QUANTUM CORP: Achieves Agreed Business Plan Objectives
------------------------------------------------------
Under the terms of the settlement agreement entered into between
Quantum Corporation and Starboard Value, L.P. and certain of its
affiliates in July 2014, if the Company failed to achieve certain
objectives under its fiscal year 2015 business plan previously
agreed between the Company and Starboard, then Starboard would have
been entitled to nominate two additional directors to the Company's
board of directors following the release of the Company's results
for fiscal year 2015.  

The Company achieved all of the agreed business plan objectives.
As a result, under the terms of the settlement agreement, the
standstill provisions of the agreement automatically extended for
an additional year, until a specified date prior to the deadline
for the submission of stockholder nominations for the Company's
2016 annual meeting, and Starboard is not entitled to nominate
additional directors.  The Company remains obligated, if requested
by Starboard prior to the nomination deadline for the Company's
2015 annual meeting, to re-nominate each of the four Starboard
nominees (or any lesser number requested by Starboard) for election
to the board of directors at the 2015 annual meeting, so long as
Starboard remains the beneficial owner of the minimum number of
shares of Common Stock specified in the agreement.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2015, the Company reported net
income of $16.76 million on $553.09 million of total revenue
compared to a net loss of $21.47 million on $553.16 million of
total revenue for the 12 months ended March 31, 2014.

As of March 31, 2015, the Company had $358.75 million in total
assets, $419.19 million in total liabilities and a $60.43 million
stockholders' deficit.


QUANTUM CORP: Jeffrey Smith Resigns From Board of Directors
-----------------------------------------------------------
Quantum Corp. announced that effective May 6, 2015, Jeffrey C.
Smith has resigned from Quantum's board of directors.  Pursuant to
the agreement between Starboard Value LP and Quantum dated
July 28, 2014, Starboard has exercised its replacement rights to
recommend that Robert J. Andersen be appointed to the board.
Andersen, who will join the board as of May 6, currently serves as
the chief financial officer of Tessera Technologies Inc., a leading
developer and licensor of semiconductor packaging and interconnect
solutions.

"I have enjoyed working with the management team and board of
Quantum, and I am proud of our accomplishments," commented Smith.
"Since joining the board in 2013, Quantum's financial results have
improved significantly, and its strategy has become increasingly
focused on optimizing the cash flow from the company's
long-standing tape products while further expanding its footprint
in the rapidly growing scale-out storage market.  As a result, the
company is well-positioned to continue to drive profitable core
organic revenue growth.  To be sure, there is still more to be
accomplished, and we believe that the current board, with the
addition of Robert Andersen, will be well-suited to capitalize on
the opportunities ahead.  In particular, we believe that Robert's
extensive experience as a senior executive at technology companies
will be highly valuable to Quantum as it continues in its execution
and evolution."

"On behalf of our management team and board of directors, I want to
thank Jeff for his valuable service and contributions to Quantum
and its shareholders," said Jon Gacek, president and CEO of
Quantum.  "He has been an integral part of our recent
accomplishments and has helped to put the company on a path to
long-term profitable growth and value creation."

"The board has truly appreciated Jeff's constructive involvement,"
said Paul Auvil, chairman of the board of directors.  "He has been
a valuable contributor to the board and provided a healthy and
balanced focus on the best interests of the company and its
shareholders.  We thank him for his service and wish him well in
his future endeavors.  We also look forward to working with Robert
as we continue to position Quantum to take advantage of
opportunities to increase both growth and profitability."

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2015, the Company reported net
income of $16.8 million on $553 million of total revenue, compared
with a net loss of $21.5 million on $553 million of total revenue
for the 12 months ended March 31, 2014.

As of March 31, 2015, the Company had $359 million in total assets,
$419 million in total liabilities, and a $60.4 million
stockholders' deficit.


QUANTUM CORP: Posts $12.9 Million Net Income in First Quarter
-------------------------------------------------------------
Quantum Corp. reported net income of $12.9 million on $148 million
of total revenue for the three months ended March 31, 2015,
compared with a net loss of $14.4 million on $128 million of total
revenue for the same period in 2014.

For the 12 months ended March 31, 2015, the Company reported net
income of $16.8 million on $553 million of total revenue compared
to a net loss of $21.5 million on $553 million of total revenue for
the 12 months ended March 31, 2014.

As of March 31, 2015, the Company had $359 million in total assets,
$419 million in total liabilities, and a $60.4 million
stockholders' deficit.

"Our fourth quarter capped off a year that was a key turning point
for Quantum as we generated strong revenue and profit results that
reflect the strategic actions we've taken over the last several
years to improve our financial and operational performance, deliver
even greater value to customers and position the company for the
future," said Linda Breard, CFO.  "Branded revenue grew
year-over-year in all four quarters, driven by growth rates in
scale-out storage increasing each quarter - ultimately to 116
percent in Q4.  We also returned to generating annual growth in DXi
revenue, and our full year GAAP net income was the highest it's
been in more than five years."

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

                        http://is.gd/wAxsmM

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum Corporation incurred a net loss of $21.5 million on
$553 million of total revenue for the year ended March 31,
2014, as compared with a net loss of $52.2 million on $587
million of total revenue for the year ended March 31, 2013.


QUANTUM CORP: Starboard Value Reports 16.1% Stake as of May 6
-------------------------------------------------------------
Starboard Value LP and its affiliates disclosed in an amended
Schedule 13D filed with the Securities and Exchange Commission that
as of May 6, 2015, they beneficially own 44,243,875 shares of
common stock of Quantum Corporation which represents 16.1 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/PRF3uM

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum Corporation incurred a net loss of $21.5 million on
$553 million of total revenue for the year ended March 31,
2014, as compared with a net loss of $52.2 million on $587
million of total revenue for the year ended March 31, 2013.

The Company's balance sheet at Dec. 31, 2014, showed $374 million
in total assets, $451 million in total liabilities and a $76.7
million total stockholders' deficit.


RAAM GLOBAL: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Kentucky-based oil and gas exploration and production company RAAM
Global Energy Co., including its 'D' corporate credit rating and
'D' secured notes ratings.  All ratings were withdrawn at the
issuer's request.  S&P had lowered its corporate credit and
issue-level ratings to 'D' on April 7, 2015, following the
company's failure to pay interest on its 12.5% senior secured notes
due 2015.


RAAM GLOBAL: Terminates Voluntary Filing of Reports with SEC
------------------------------------------------------------
RAAM Global Energy Company filed a Form 15 with the Securities and
Exchange Commission notifying the termination of its voluntary
filing of the reports required to be filed by Section 13 or 15(d)
of the Exchange Act.

RAAM Global is a voluntary filer and is not subject to the filing
requirements of the Securities Exchange Act of 1934, as amended.
The Company will continue to comply with its reporting obligations
under the indenture governing its 12.50% Senior Notes due 2015 by
providing the required information under a password protected site
on its Website.

                         About RAAM Global

RAAM Global Energy Company is a privately held company engaged
primarily in the exploration and development of oil and gas
properties and in the resulting production and sale of natural
gas, condensate and crude oil.  The Company's production
facilities are located in the Gulf of Mexico, offshore Louisiana
and onshore Louisiana, Texas, Oklahoma, and California.

RAAM Global reported a net loss attributable to the Company of
$85.8 million in 2014 following to a net loss attributable to the
Company of $241 million in 2013.  As of Dec. 31, 2014, RAAM Global
had $392 million in total assets, $429 million in total
liabilities, and a $37.8 million total deficit.

Ernst & Young LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has a working
capital deficiency primarily due to the current classification of
the outstanding senior secured notes and term loan.  This factor
raises substantial doubt about its ability to continue as a going
concern.

                            *     *     *

As reported by the TCR in February 2015, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings on
Lexington, Ky.-based exploration and production (E&P) company RAAM
Global Energy Co. to 'CCC-' from 'CCC+'.

"The downgrade reflects our assessment that RAAM Global Energy Co.
could be challenged to refinance its $250 million senior secured
notes due October 2015 due to weak market conditions stemming from
depressed hydrocarbon prices," said Standard & Poor's credit
analyst Michael Tsai.

The TCR reported on Aug. 19, 2014, that Moody's Investors Service
downgraded RAAM Global Energy Company's (RAAM) Corporate Family
Rating (CFR) to Caa2 from Caa1.  The Caa2 CFR for RAAM primarily
reflects Moody's concerns about the company's ability to refinance
the senior secured notes that come due on Oct. 1, 2015, amid a
period of declining production profile.


RADIOSHACK CORP: Seeks Sept. 3 Extension of Lease Decision Date
---------------------------------------------------------------
Radioshack Corporation, et al., ask the United States Bankruptcy
Court for the District of Delaware to extend through and including
Sept. 3, 2015, of the time for the Debtors to assume or reject any
of the leases, subleases or other agreements that may be considered
an unexpired lease of nonresidential real property.

The Debtors conducted store closing sales and liquidated inventory
at numerous store locations pursuant to an order entered by the
Court on February 20, 2015.  In addition, on April 1, 2015, the
Court entered an order approving the sale of a significant portion
of the Debtors' business, including operations and related leases
at more than 1,700 store locations.  In connection with the General
Wireless sale, the Debtors also entered into a Transition Services
Agreement, which permits the Debtors to assume and assign certain
agreements to General Wireless at a later date.  The Debtors are
continuing to market and sell their remaining assets, including
their intellectual property, owned real property and leases.

Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, asserts that "while the Debtors have made significant
progress in rejecting or selling the majority of the more than
4,000 leases to which they were a party as of the Petition Date,
the Debtors require additional time to complete the liquidation of
their inventory and the marketing of the remaining Real Property
Leases.  In addition, the Debtors are in the process of winding
down their businesses and may require the use of certain leases for
an additional period of time to facilitate this process. Pending
the conclusion of the Sales, the Debtors intend to perform all of
their undisputed obligations arising from and after the Petition
Date in a timely fashion, including the payment of post-petition
rent due, as required by section 365(d)(3) of the Bankruptcy Code.
As a result, there should be little or no prejudice to the Lessors
as a result of the requested extension."

The deadline for submitting objections to the Motion was set on May
20, 2015 at 4:00 p.m.  The Motion was scheduled for hearing on May
27, 2015 at 11:00 a.m.

The Debtors are represented by:

         David M. Fournier, Esq.
         Evelyn J. Meltzer, Esq.
         Michael J. Custer, Esq.
         PEPPER HAMILTON LLP
         Hercules Plaza, Suite 5100
         1313 N. Market Street
         P.O. Box 1709
         Wilmington, DE 19899-1709
         Tel: (302) 777-6500
         Fax: (302) 421-8390
         Email: fournierd@pepperlaw.com
                meltzere@pepperlaw.com
                custerm@pepperlaw.com

            -- and --

         David G. Heiman, Esq.
         JONES DAY
         901 Lakeside Avenue
         Cleveland, OH 44114
         Tel: (216) 586-3939
         Fax: (216) 579-0212
         Email: dgheiman@jonesday.com

            -- and --

         Gregory M. Gordon, Esq.
         JONES DAY
         2727 N. Harwood Street
         Dallas, TX 75201
         Tel: (214) 220-3939
         Fax: (214) 969-5100
         Email: gmgordon@jonesday.com

            -- and --

         Thomas A. Howley, Esq.
         Paul M. Green, Esq.
         JONES DAY
         717 Texas Suite 3300
         Houston, TX 77002
         Tel: (832) 239-3939
         Fax: (832) 239-3600
         Email: tahowley@jonesday.com
                pmgreen@jonesday.com

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile  
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround
advisor.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  A&G Realty Partners is the Debtors' real estate advisor.
Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the
Official Committee of Unsecured Creditors as co-counsel.  Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.


RANGE RESOURCES: Moody's Rates New $500MM Sr. Unsec Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Range Resources
Corporation's new $500 million senior unsecured notes due 2025. At
the same time, Moody's affirmed Range's Ba1 Corporate Family Rating
(CFR), Ba1-PD Probability of Default Rating, Ba2 rated senior
subordinated notes ratings, and SGL-2 Speculative Grade Liquidity
Rating. The rating outlook remains positive. The proceeds from the
proposed notes will be used to initially repay drawings under
Range's revolving credit facility and in August 2015 fully redeem
its $500 million senior subordinated notes due 2020.

"Range's rating affirmation and positive outlook reflect the
company's strong operating efficiency and growing production
profile," commented Gretchen French, Moody's Vice President --
Senior Credit Officer. "However, in order to be upgraded to
investment-grade, Range will need to demonstrate improved cash
flow-based financial leverage metrics relative to its Baa3 peers."

Range Resources Corporation Debt List:

  -- $500 million Unsecured Notes due 2025, Assigned at Ba1
     (LGD 3)

  -- Corporate Family Rating, Affirmed at Ba1

  -- Probability of Default Rating, Affirmed at of Ba1-PD

  -- Senior Subordinated Regular Bond/Debentures, Affirmed Ba2
     (changed to LGD 5 from LGD 4)

  -- Speculative Grade Liquidity Rating, Affirmed at SGL-2

  -- Outlook, Positive

Range's Ba1 CFR reflects its leading position in the Marcellus
Shale, its investment grade size and scale, and its history of
operational efficiency. The company has a deep, low full-cycle
cost, drilling inventory in the Marcellus, providing good
visibility to continued production growth at sound returns despite
the low commodity price environment. In addition, the company
benefits from long-lived reserves and a high level of operational
control of its reserves (96% of its proved reserves operated),
providing significant control over the pace of future development.

Range's Ba1 CFR is constrained by its high level of portfolio
concentration in the Marcellus region, which also entails a high
degree of exposure to the successful build-out of midstream
infrastructure by third parties, and its high cash flow-based
financial leverage metrics. Primarily because of its exposure to
weak natural gas and natural gas liquids (NGL) prices, Range has
weak unleveraged cash margins and lower retained cash
flow(RCF)/debt compared to its Baa3 E&P peers. RCF/Debt stood at
27% for the last twelve months ending March 31, 2015, and we
project this metric to weaken to around 20% over the next 12-18
months. This compares to its Baa3 E&P peers that are expected to
see RCF/Debt levels maintained closer to 30% during this time
period, and is weaker than our prior expectations due to lower
commodity prices.

Despite weaker cash flow based leverage metrics, we positively note
that Range's leverage as measured by debt/production has been
declining as a result of strong growth in production, as well as
the benefit of June 2014's use of $400 million in equity to pay
down debt. As such, Range's leverage in terms of debt/production is
in line with its key Baa3 exploration and production peers and
expected to continue to decline through 2016. Moreover, its
leverage relative to the PV-10 value of its reserves is stronger
than its key Baa3 peers.

Management has publicly expressed its desire to achieve an
investment grade rating to improve financial flexibility and to
improve its ability to enter into long term transportation
contracts for its production. We believe that management will take
certain actions to both protect its balance sheet and enable it to
continue to grow production at competitive investment returns. With
Range's cash flow-based leverage metrics weaker than both its Baa3
peers and our prior expectations, there is increased need to pursue
asset sales or other alternative sources of capital, in order to
help fund growth and protect the balance sheet and achieve a higher
rating.

The Ba1 rating assigned to the proposed unsecured notes reflect the
overall probability of default of Range, to which Moody's assigns a
PDR of Ba1-PD. The proposed unsecured notes benefit from subsidiary
guarantees, but are subordinated to Range's $2 billion secured
revolving credit facility. However, the unsecured notes are rated
at the same level as the CFR given their priority claim over
Range's senior subordinated notes, which are rated one-notch below
the CFR at Ba2.

Range's SGL-2 Speculative Liquidity Rating reflects the company's
good liquidity profile through mid-2016. As of March 31, 2015 and
pro-forma for the unsecured notes offering and August 2015
subordinated notes redemption, Range had $912 million in drawings
under its revolving credit facility and $108 million in letters of
credit outstanding under its $2 billion secured revolving credit
facility. While Range continues to be reliant on its revolver for
funding growth capital spending in excess of cash flow from
operations (about $200 million in negative cash flow projected in
2015) and letters of credit requirements, we project revolver
availability of around $1 billion or more through mid-2016. In
addition, the revolver is supported by a $3 billion borrowing base
(which is not subject to redetermination until Spring 2016). The
credit facility matures in October 2019 and has a minimum
EBITDAX/Interest covenant of 2.5x and a minimum current ratio
covenant of 1.0x; we expect Range to be in compliance with these
covenants through 2016. Essentially all of Range's assets are
pledged as security for the revolving credit facility, but
significant over-collateralization provides the opportunity for
alternate liquidity should it be necessary.

The positive outlook is based on the expectation of continuing
production and reserve growth at sound returns and conservative
financial management.

To consider an upgrade, Range would need to be on track to improve
its ratio of RCF/debt towards 30% and reduce the ratio of
debt/average daily production to less than $15,000 per barrel of
oil equivalent (Boe). An upgrade would also be contingent on the
company maintaining its leveraged full cycle ratio of at least 1.5,
as well as the further build out of the Marcellus infrastructure by
third parties to accommodate Range's growth plans.

Range's ratings could be downgraded if the company's capital
productivity stalls, which would be signaled by an increase in
leverage. If the ratio of debt/average daily production exceeds
$25,000 per Boe or if RCF/debt is sustained below 20%, a negative
action becomes increasingly likely.

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

Range Resources Corporation is a mid-sized independent exploration
and production company that is headquartered in Fort Worth, Texas.


RANGE RESOURCES: S&P Rates $500MM Sr. Unsecured Notes 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
issue-level rating and '3' recovery rating to Range Resources
Corp.'s $500 million senior unsecured notes offering.  The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; high end of the range) recovery in the event of a payment
default.  S&P understands the company will use proceeds for general
corporate purposes, including refinancing existing debt.

The 'BB+' corporate credit rating and stable outlook on the company
remain unchanged.  The 'BB+' issue-level rating and '3' recovery
rating on Range's subordinated notes also remains unchanged.

The ratings on Range Resources reflect Standard & Poor's
assessments of the company's business risk as "satisfactory" and
financial risk as "significant."  S&P's assessment of Range's
business risk incorporates the benefits of its large scale
operations in the Marcellus shale, its significant drilling
inventory and resource potential to support production growth,
balanced by its geographic concentration, high exposure to natural
gas prices, and the cyclical and capital-intensive nature of the
exploration and production industry.  The ratings also incorporate
Range's low-cost structure, expectation of continued strong reserve
growth, and aggressive capital spending program that has been
partially financed with debt.  As of Dec. 31, 2014, Range had
approximately $3.1 billion reported debt.

RATINGS LIST

Rating And Outlook Unchanged
Range Resources Corp.
Corporate Credit Rating                BB+/Stable/--

New Rating
$500 million senior unsecured notes    BB+
  Recovery rating                       3H

Issue-Level Rating Unchanged; Recovery Rating Unchanged
Range Resources Corp.
Subordinated                           BB+      
  Recovery Rating                       3H       



SABINE OIL: Obtains Forbearance From Lender Until June 30
---------------------------------------------------------
Sabine Oil & Gas Corporation has entered into a forbearance
agreement and first amendment to the Second Amended and Restated
Credit Agreement, dated as of Dec. 16, 2014, with Wells Fargo Bank,
N.A., as administrative agent, according to a Form 8-K filed with
the Securities and Exchange Commission.

The forbearance agreement will provide the Company with additional
flexibility as it continues discussions with its creditors and
their respective professionals regarding the Company's debt and
capital structure.  The Company's financial advisors Lazard and
legal advisors Kirkland & Ellis LLP are advising management and the
board of directors on strategic alternatives related to its capital
structure.

Pursuant to the Forbearance Agreement, the Administrative Agent has
agreed to forbear from exercising remedies until the earlier of (i)
certain events of default under the Forbearance Agreement or Credit
Facility, (ii) the acceleration or exercise of remedies by any
other lender or creditor, and (iii) June 30, 2015, with respect to
the following anticipated events of default: (i) the "going
concern" qualification in the Company's 2014 audited financial
statements, (ii) the failure of the Company to make the April 2015
interest payment due under the Second Lien Credit Agreement dated
as of Dec. 14, 2012, as amended, by and among the Company, Bank of
America, N.A., as administrative agent, and the lenders party
thereto, and (iii) any failure of the Company to make the May 27,
2015, and June 27, 2015, borrowing base deficiency payments under
the Credit Facility.  In exchange for the Administrative Agent
agreeing to forbear, the Company has agreed during the Forbearance
Period to, among other things, tighten certain covenants under its
Credit Facility and provide mortgages on certain currently
unencumbered properties.

As previously reported, as of April 20, 2015, the Company had a
cash balance of approximately $280 million, which provides
substantial liquidity to fund its current operations.  The Company
is continuing to pay suppliers and other trade creditors in the
ordinary course.

                             About Sabine

Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an
independent energy company engaged in the acquisition, production,
exploration and development of onshore oil and natural gas
properties in the United States.  Sabine's current operations are
principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite
Wash in the Texas Panhandle.  See http://www.sabineoil.com/    

Sabine Oil reported a net loss including non-controlling interests
of $327 million in 2014, compared with net income including
non-controlling interests of $10.6 million in 2013.

As of Dec. 31, 2014, the Company had $2.43 billion in total assets,
$2.5 billion in total liabilities and a $63.8 million total
shareholders' deficit.

Deloittee & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the uncertainty associated with
the Company's ability to repay its outstanding debt obligations as
they become due raises substantial doubt about its ability to
continue as a going concern.
     
                            *    *    *

As reported by the TCR on April 6, 2015, Moody's Investors Service
downgraded Sabine Oil & Gas Corporation's Corporate Family Rating
to Caa3 from Caa1.  The rating action was prompted by SOGC's
disclosure on March 31, 2015, that it is in default under its
revolving credit facility and second lien term loan as a result of
a going concern qualification related to its Dec. 31, 2014, audited
financial statements.

The TCR reported on April 24, 2015, that Standard & Poor's Ratings

Services, lowered its corporate credit on Sabine Oil & Gas Corp. to
'D' from 'CCC'.  "The downgrade reflects the company's decision not
to pay approximately $15.3 million in interest that was due on
April 21, 2015, on its second-lien term loan," said Standard &
Poor's credit analyst Ben Tsocanos.


SAN BERNARDINO, CA: To Release Bankruptcy Exit Plan on May 14
-------------------------------------------------------------
Tim Reid, writing for Reuters, reported that almost three years
after declaring bankruptcy, the southern California city of San
Bernardino will issue its long-awaited bankruptcy exit plan on May
14, the city mayor said.

San Bernardino mayor Carey Davis told Reuters in a telephone
interview that a copy of the bankruptcy plan, known as a plan of
adjustment, will be attached to the agenda for the next council
meeting, which will be posted online next Thursday, the report
related.

Release of the plan will come after a painfully slow bankruptcy
process for the city of 205,000, which sits 65 miles east of Los
Angeles, the report said.

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles (104
km) east of Los Angeles, estimated assets and debts of more than $1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SANDRIDGE ENERGY: Moody's Cuts CFR to B3, Outlook to Negative
-------------------------------------------------------------
Moody's Investors Service downgraded SandRidge Energy, Inc.'s
Corporate Family Rating to B3 from B1 and the senior unsecured note
rating to Caa1 from B2. Moody's also downgraded the Probability of
Default Rating to B3-PD from B1-PD. Moody's affirmed the SGL-3
Speculative Grade Liquidity Rating, due to the company's adequate
liquidity following the amendment to its credit facility in
February 2015. The ratings outlook was changed to negative from
stable.

Rating Actions:

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Probability of Default Rating, Downgraded to B3-PD from
     B1-PD

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

  -- $450 million 8.75% sr unsecured notes due 2020 to Caa1
     (LGD4) from B2 (LGD4)

  -- $1,175 million 7.50% sr unsecured notes due 2021 to Caa1
     (LGD4) from B2 (LGD4)

  -- $750 million 8.125% sr unsecured notes due 2022 to Caa1
     (LGD4) from B2 (LGD4)

  -- $825 million 7.50% sr unsecured notes due 2023 to Caa1
     (LGD4) from B2 (LGD4)

Outlook Actions:

  -- Outlook changed to Negative from Stable

The B3 CFR reflects growing risk for SandRidge's business profile
because of high financial leverage and worsening credit metrics as
its existing hedges roll off and the company remains significantly
less hedged for 2016. Moody's expects debt to average daily
production to approach $45,000 per barrel of oil equivalent (boe)
and retained cash flow (RCF) to debt to be less than 10% in 2015
and worsening thereafter. The CFR also considers the elevated risk
that SandRidge will not have the ability to grow out of its weak
leverage metrics as capital expenditures are cut, and as its
retained cash flow remains weak due to low netback per boe and high
interest expense burden.

SandRidge's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity over the next 12 months. At March 31, 2015,
SandRidge had approximately $12 million in cash and $725 million
available under its $900 million borrowing base revolving credit
facility. The credit facility matures in October 2019. In February
2015, the borrowing base revolving credit facility was amended, and
the facility's borrowing base was reduced to $900 million from $1.2
billion. As part of the amendment, the maximum total debt to EBITDA
ratio was suspended until June 30, 2016, and beginning March 31,
2015, a maximum total debt secured by assets to EBITDA ratio of
2.25x will apply as well as a minimum interest coverage ratio.
Moody's expect SandRidge to remain in compliance with these
covenants through 2015. However, as SandRidge continues to outspend
cash flow, albeit at a reduced pace as capital expenditures are
cut, and as bank price decks begin to reflect lower hedged
production, SandRidge's available liquidity could shrink in 2016.

SandRidge's notes are rated Caa1, which is one notch below the B3
CFR. This notching reflects the priority claim given to the senior
secured credit facility under Moody's Loss Given Default
Methodology.

The negative rating outlook reflects the company's potentially
worsening leverage metrics and its challenges to achieve retained
cash flow sufficient to maintain current production levels, given
low commodity prices and high interest expense. The outlook could
return to stable if SandRidge sufficiently improves its retained
cash flow, reverses its deteriorating leverage metrics and
demonstrates the ability to maintain adequate liquidity through
2016.

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

A further downgrade is possible if liquidity falls below $200
million, or if debt to average daily production approaches $55,000
per boe. An upgrade may not be considered until debt to average
daily production is sustained below $40,000 per boe and RCF to debt
approaches 15%.

SandRidge Energy, Inc. is an independent exploration & production
company based in Oklahoma City, Oklahoma.


SANUWAVE HEALTH: Provides an Update on DermaPACE Clinical Trial
---------------------------------------------------------------
SANUWAVE Health, Inc. announced that the independent Data
Monitoring Committee has performed an interim analysis on the
efficacy and safety results in the Phase III supplemental clinical
trial using the dermaPACE for treating diabetic foot ulcers.

The DMC performed an analysis of the primary efficacy endpoint of
the rate of 100% complete wound closure at the 12-week endpoint for
the dermaPACE treated patients as compared to the sham-control
patients and the safety data.  The DMC has completed its review and
noted there were no safety issues.  The DMC reported the Monitoring
Success Criterion for the primary efficacy endpoint of 100%
complete wound closure at 12 weeks has not been met and, assuming
similar trends for any additional patents enrolled, will likely not
be met at the next predefined analysis point of 170 patients.  The
Monitoring Success Criterion is a predictive probability of
dermaPACE achieving statistical significance in the rate of 100%
complete wound closure at 12 weeks as compared to the rate for
sham-control.

As per its charter, the DMC's review was limited to only the
12-week endpoint data.  The DMC has requested to the Company the
ability to review complete closure rates at later points in the
study, as patients were followed for up to 24 weeks and the DMC
noted the Company had positive results at the 20-week endpoint in
the first study of 206 patients completed in 2011.

SANUWAVE is actively working with the FDA regarding the data
requests from the DMC.  The interaction with the FDA will determine
if the Company discontinues enrollment and moves to lock the
database and unblind the data with the intention of filing a PMA
with the FDA in late 2015, or continues the dermaPACE clinical
study.  The Company expects to have feedback from the FDA by the
end of this quarter and will provide an update to shareholders at
that time.

SANUWAVE retained Musculoskeletal Clinical Regulatory Advisers, LLC
(MCRA) in January 2015 to lead the Company's interactions and
correspondence with the FDA for the dermaPACE, which have already
commenced.  MCRA has successfully worked with the FDA on numerous
PMAs for various musculoskeletal, restorative and general surgical
devices since 2006.

Glenn Stiegman, MCRA's vice president of Clinical and Regulatory
Affairs, explained, "MCRA has been following the developments of
the dermaPACE clinical trial process closely.  We are pleased
SANUWAVE has asked us to work with them to develop and execute an
FDA strategy to assist in leading the dermaPACE to approvability."

Kevin A. Richardson II, Chairman of the board of directors of
SANUWAVE, commented, "We chose MCRA for their extensive PMA
experience with the FDA over the past decade.  Their depth in
regulatory and clinical science makes them an excellent partner for
working hand-in-hand with our team and the FDA.  We look forward to
interactions with the FDA on enhancements to our rigorous study
design.  The dermaPACE, with its novel biologic regenerative
effects, holds promise to heal diabetic foot ulcers and increase
limb preservation, thus improving quality of life for these
patients and their families and significantly easing the economic
burden on an overwhelmed healthcare system that cares for these
patients.  We continue to work towards our ultimate goal of
obtaining FDA approval for dermaPACE and commercializing the
technology in the U.S. where millions of people suffer from costly
and debilitating diabetic foot ulcers."

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

SANUWAVE Health reported a net loss of $5.97 million on $847,000 of
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $11.3 million on $800,000 of revenues in 2013.

As of March 31, 2015, the Company had $3.49 million in total
assets, $6.18 million in total liabilities, and a $2.69 million
total stockholders' deficit.


SCIENTIFIC GAMES: Extends Larry Potts' Employment by Two Years
--------------------------------------------------------------
Scientific Games Corporation entered into a letter agreement with
Larry A. Potts, senior vice president, chief compliance officer and
director corporate security, which agreement amends Mr. Potts'
employment agreement dated as of Jan. 1, 2006 (as amended) by
extending the term of employment an additional two years to Dec.
31, 2017, according to a document filed with the Securities and
Exchange Commission.

                      About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  Visit
http://www.scientificgames.com/        

Scientific Games reported a net loss of $234 million in 2014, a net
loss of $30.2 million in 2013 and a net loss of $62.6 million for
2012.  As of Dec. 31, 2014, Scientific Games had $9.99 billion in
total assets, $9.99 billion in total liabilities and $3.9 million
in total stockholders' equity.

                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SCIENTIFIC GAMES: Posts $86.4 Million Net Loss in First Quarter
---------------------------------------------------------------
Scientific Games Corporation reported a net loss of $86.4 million
on $659 million of total revenue for the three months ended March
31, 2015, compared with a net loss of $45.0 million on $388 million
of total revenue for the same period in 2014.

As of March 31, 2015, the Company had $9.70 billion in total
assets, $9.89 billion in total liabilities, and a $189 million
total stockholders' deficit.

"In our first full quarter following our merger with Bally, we made
significant progress in our strategies to integrate Bally
operations and unify our organization," said Gavin Isaacs,
president and chief executive officer.  "Our ability to offer the
most extensive portfolio of products, systems and services to our
gaming, lottery and interactive customers offers us a unique
opportunity to empower our customers' success.  The recent launch
of the WMS S32 gaming cabinet, the new high-earning FLINTSTONES and
POWERBALL participation games and the introduction of a Bally Quick
Hits slot game on the Dragonplay Slots online casino app - our
first Bally social game launch - are just a few examples that
highlight the breadth and innovation of our offerings.  The
premiere last month of the exciting MONOPOLY MILLIONAIRES' CLUB TV
game show and multi-state launch of the MONOPOLY MILLIONAIRES' CLUB
instant lottery game also demonstrate our organization-wide
commitment to develop innovative products to help drive growth for
our lottery customers."

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

                       http://is.gd/jsS5Jo

                       About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  Visit
http://www.scientificgames.com/        

Scientific Games reported a net loss of $234 million in 2014, a net
loss of $30.2 million in 2013 and a net loss of $62.6 million for
2012.

                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SCITOR CORP: Moody's Withdraws 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Scitor
Corporation.

Scitor has been acquired by Science Applications International
Corp., as disclosed on May 4, 2015. Scitor's prior outstanding debt
has been repaid.

Withdrawals:

Issuer: Scitor Corporation

  -- Probability of Default Rating, Withdrawn, previously rated
     B2-PD

  -- Corporate Family Rating (Local Currency), Withdrawn,
     previously rated B2

Outlook Actions:

Issuer: Scitor Corporation

  -- Outlook, Changed To Rating Withdrawn From Stable

Scitor Corporation is a provider of engineering, management
consulting and information services for highly classified programs
to the U.S. intelligence community.


SEARS HOLDINGS: Stockholders Elect 8 Directors
----------------------------------------------
Sears Holdings Corporation held its annual meeting of stockholders
on May 6, 2015, at which the stockholders elected Cesar L. Alvarez,
Paul G. DePodesta, Kunal S. Kamlani, William C. Kunkler, III,
Edward S. Lampert, Steven T. Mnuchin, Ann N. Reese and Thomas J.
Tisch.

The stockholders also approved, by an advisory vote, the
compensation of the named executive officers and ratified the Audit
Committee's appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for fiscal year
2015.

                            About Sears

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

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

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

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

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

                            *     *     *

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

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

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

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


SEQUENOM INC: Files First Quarter Form 10-Q
-------------------------------------------
Sequenom, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q for the period ended March 31,
2015.

The Company said it has a history of recurring losses from
operations and an accumulated deficit.  Its capital requirements to
sustain operations, including commercialization of Sequenom
Laboratories' tests, research and development projects, and
litigation have been and will continue to be significant.  As of
March 31, 2015, and Dec. 31, 2014, the Company had working capital
of $84.4 million and $65.7 million, respectively.

The Company reported net earnings of $14.3 million on $37.8 million
of total revenues for the three months ended March 31, 2015,
compared to a net loss of $15.7 million on $37.1 million of total
revenues for the same period in 2014.

As of March 31, 2015, Sequenom had $145.45 million in total assets,
$161 million in total liabilities and a $15.1 million total
stockholders' deficit.

As of March 31, 2015, cash, cash equivalents, and current
marketable securities totaled $90.7 million, compared to $93.9
million at Dec. 31, 2014.  The $3.2 million decrease is due
primarily to cash used in operating activities of $7.2 million
offset by $6 million cash received from the Pooled Patents
Agreement.  The Company's cash equivalents and marketable
securities are held in a variety of securities that include U.S.
government treasuries, certificates of deposits, and money market
funds that have ratings of AA+/AA1, or are fully guaranteed by the
U.S. government, and mutual funds.

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

                        http://is.gd/iyf1nQ

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SERVICE CONSULTING: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Service Consulting & Management, Inc.
        200 S. Virginia St., 8th Flr.
        Reno, NV 89501

Case No.: 15-50658

Chapter 11 Petition Date: May 8, 2015

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Alan R Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Total Assets: $6.1 million

Total Liabilities: $5.05 million

The petition was signed by Jill Medeiros, owner/president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-50658.pdf


SHASTA ENTERPRISES: Bank Wants Stay Lifted To Enforce Rights
------------------------------------------------------------
Central Valley Community Bank asked the U.S. Bankruptcy Court for
the Eastern District of California, Sacramento Division, to lift
the automatic stay imposed in the Chapter 11 cases of Shasta
Enterprises to permit the bank to exercise its lien enforcement
rights on and to a 1988 British Aerospace BAE 125 Series 800A
Hawker Airplane, Serial Number NA0425, FFA Registration Number
N110MH.

The Debtor owns and is currently in possession of the Aircraft,
which is valued at $950,000.  The Bank has a secured claim in the
amount of $1,869,000.

The Bank's counsel, Don J. Pool, Esq., at Powell and Pool, LLP, in
Fresno, California, asserts that "cause" exists for relief against
the Debtors because of the following reasons: (1) the bank's
security interest in the Aircraft is not sufficiently protected by
an adequate equity cushion; and (2) the bank is inadequately
secured based on Debtor's and the Estate's failure to make adequate
protection payments on Movant's debt when due.

U.S. Bankruptcy Judge Michael S. McManus granted the bank's
request.

The Central Valley Community Bank is represented by:
        
         Don J. Pool, Esq.
         POWELL & POOL, LLP
         522 North Colonial Avenue, Suite 100
         Fresno, CA 93711
         Tel: (559) 228-8034
         Fax: (559) 228-6818
         Email: donp@powellandpool.com

                     About Shasta Enterprises

Redding, California-based Shasta Enterprises, dba Vidal Vineyards,
dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy
protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014.
The case is before Judge Michael S. McManus.  The Debtor's counsel
is David M. Brady, Esq., at Law Office of Cowan & Brady, in
Redding, California.

The Debtor lists total assets of $33.42 million and total debts of
$21.49 million.  The petition was signed by Antonio Rodriguez,
general partner.

The Court, on Dec. 29, 2014, approved the appointment of Hank
Spacone as the Chapter 11 trustee of the Debtor's estate.


SHASTA ENTERPRISES: Court OKs Evanhoe Kellog as Trustee Accountant
------------------------------------------------------------------
Hank M. Spacone, the Chapter 11 Trustee of Shasta Enterprises,
sought and obtained permission from the U.S. Bankruptcy Court for
the Eastern District of California to employ Evanhoe, Kellogg &
Company as his accountants, retroactive to April 1, 2015.

The professional accounting and tax services which Evanhoe Kellogg
will render to the Trustee in connection with this bankruptcy case
include:

   (a) providing the Trustee with general accounting and tax
       advice in connection with the Debtor's bankruptcy
       proceedings, although the Trustee does not anticipate that
       Evanhoe Kellogg will provide any significant services to
       the Trustee in connection with the investigation,
       evaluation, prosecution, or defense of inter-company claims

       between the Debtor and any insiders;

   (b) preparation of and filing of the estate's federal and state

       tax returns; and

   (c) such other and further services as the Trustee may require.

Evanhoe Kellogg has agreed to undertake this matter at its current
standard hourly rates as of the date of the Application. F. William
Evanhoe the Partner assigned to this matter will bill at his
standard hourly rate of $225 per hour.  Other personnel at Evanhoe
Kellogg will bill at their standard hourly rates.

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

F. William Evanhoe, partner of Evanhoe Kellogg, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Evanhoe Kellogg can be reached at:

       F. William Evanhoe
       EVANHOE, KELLOGG & COMPANY, CPA'S INC
       340 Hartnell Avenue, Suite A
       Redding, CA 96002
       Tel: (530) 244-1900

                      About Shasta Enterprises

Redding, California-based Shasta Enterprises, dba Vidal Vineyards,
dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy
protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014.
The case is before Judge Michael S. McManus.  The Debtor's counsel
is David M. Brady, Esq., at Law Office of Cowan & Brady, in
Redding, California.

The Debtor lists total assets of $33.42 million and total debts of
$21.49 million.  The petition was signed by Antonio Rodriguez,
general partner.

The Court, on Dec. 29, 2014, approved the appointment of Hank
Spacone as the Chapter 11 trustee of the Debtor's estate.


SIERRA HAMILTON: Moody's Cuts CFR to Caa1, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Sierra Hamilton, LLC's
Corporate Family Rating to Caa1 from B3 and its Probability of
Default Rating to Caa1-PD from B3-PD. At the same time, Moody's
downgraded the $110 million senior secured notes to Caa1 from B3
and the Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The
outlook was revised to negative from stable.

Ratings downgraded:

Issuer: Sierra Hamilton LLC

  -- Corporate Family Rating to Caa1 from B3

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

  -- Senior Secured notes due 2018 to Caa1 from B3

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

  -- Outlook actions: Changed to negative from stable

"The downgrade reflects Moody's expectations of weakening earnings
performance in 2015 and into 2016 that will result in a material
deterioration in financial leverage and interest coverage," said
Moody's Analyst Morris Borenstein. "The company's business faces
steep revenue declines caused by a large drop off in demand for
on-site personnel in line with the more than 50% fall in the total
US rig count since October 2014."

Sierra Hamilton's Caa1 CFR reflects the company's small size,
product and customer concentration, and high debt level given its
exposure to the cyclical exploration and production (E&P) and
oilfield services sectors. The rating also considers that credit
metrics will weaken substantially in 2015 and debt/EBITDA could
exceed 8 times assuming an EBITDA decline of more than 40%. Moody's
believes EBITDA to interest coverage could fall below 1 times.

The rating incorporates Sierra Hamilton's variable cost base and
Moody's view that Sierra Hamilton's business model is likely to
remain well positioned relative to activity levels, given that its
established customer base will continue to outsource personnel to
supervise oil & gas drilling projects. Sierra Hamilton works mostly
with E&P companies that are trying to manage fixed operating costs
in a low oil price environment and Moody's expect them to exert
pricing pressure on the company in 2015 consistent with other
oilfield services companies. Moody's recognizes the good quality of
the customer base with strong investment grade customers such as
Devon Energy Corporation (Baa1 stable), Continental Resources (Baa3
stable) and EOG (A3 stable), but all of those companies have
meaningfully reduced their capital expenditure budgets for 2015.

The downgrade to SGL-3 on the Speculative Grade Liquidity Rating
reflects Moody's expectation of weakening performance and cash flow
generation over the next 12 to 15 months. Supporting liquidity is
Moody's expectation that the company will be cash flow positive in
2015 in large part due to work downs in working capital. Internally
generated cash should be sufficient to make the semi-annual
interest payments with the undrawn $15 million revolver serving as
a liquidity buffer. Moody's believes the revolver's effective
availability will be capped at $12 million by the end of 2015 since
there is a springing fixed charge covenant in the credit agreement
when availability falls below 20%. Substantially all of the
company's assets are pledged as collateral for the secured debts
and largely intangible, leaving little alternative sources of
liquidity. The company has no debt maturities through 2018.

The negative rating outlook reflects Moody's expectation that lower
demand for personnel providing onsite supervision and other
services to E&P companies will result in a significant decline in
revenue, EBITDA and liquidity and the uncertainties regarding the
duration of this downturn and pace of eventual recovery in
activity.

A greater than anticipated deterioration in liquidity could lead to
a further ratings downgrade. EBITDA to Interest coverage sustained
below 1 times could also lead to a downgrade.

A ratings upgrade is unlikely until there is a meaningful recovery
in drilling activity and demand for Sierra Hamilton's services. In
order to be considered for an upgrade, the company will need to
significantly reduce its financial leverage and enhance its
liquidity to better weather the cyclicality of its business.
Increased exposure to the production cycle combined with
debt/EBITDA sustained below 3x could result in a ratings upgrade.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology 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.

Sierra Hamilton primarily provides on-site supervision personnel to
oil & gas companies engaged in exploration, drilling, completion
and production. The company is 73% privately owned by Corinthian
Capital Group, LLC and the balance primarily held by members of
management.


SIMPLY FASHION: 341 Meeting of Creditors Set for May 27
-------------------------------------------------------
The meeting of creditors of Simply Fashion Stores Ltd. and Adinath
Corp. is set to be held on May 27, 2015, at 1:30 p.m., according to
a filing with the U.S. Bankruptcy Court for the Southern District
of Florida.

The meeting will be held at Claude Pepper Federal Building, Suite
1021, 51 S.W. First Avenue, in Miami, Florida.

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

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

                       About Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.  

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D.
Fla.).  The cases are pending before the Honorable Laurel M.
Isicoff, and the Debtors have requested joint administration of the
cases under Case No. 15-16885.

The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.


SIMPLY FASHION: Going Out of Business Sales Begin Nationwide
------------------------------------------------------------
Gordon Brothers Group and Hilco Merchant Resources disclosed that
they will begin going-out-of-business sales at Simply Fashion and
Dots retail locations nationwide beginning, May 7.  Gordon Brothers
Group and joint venture partner, Hilco Merchant Resources, will
oversee the going-out-of-business sales on behalf of Simply Fashion
and Dots.  Simply Fashion, a Birmingham-based women's fashion
discount retailer, filed for Chapter 11 protection on April 20,
2015 and on May 6, 2015, Gordon Brothers Group's Retail Division
and Hilco Merchant Resources were awarded the store closing process
by the bankruptcy court.  Simply Fashion currently operates
approximately 243 retail locations under the Simply Fashion and
Dots banners.  Store closing sales will offer discounts of up to
30% on all merchandise.  Store furniture, fixtures, and equipment
will also be for sale.
  
"We anticipate that this will be a short sale due to the
outstanding savings and the desirable assortment of fashions and
accessories.  Consumers are encouraged to shop early while the
selection is best," said a representative of the Joint Venture.

Gift cards will be honored throughout the sale.

                      About Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.  

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D.
Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.

The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.


SIMPLY FASHION: US Trustee Forms Creditors Committee
----------------------------------------------------
The U.S. Trustee for Region 21 appointed five creditors of Simply
Fashion Stores Ltd. and Adinath Corp. to serve on the official
committee of unsecured creditors:

     (1) Kevin Ritter, Director
         The CIT Group/Commercial Services, Inc.
         11 West 42nd Street
         New York, NY 10036
         Tel: 212-461-5447
         Fax: 212-461-5420
         E-mail: kevin.ritter@cit.com

     (2) Robert Olemberg, President
         Olem Shoe Corporation
         800 N. W. 21 Street
         Miami, FL 33127
         Tel: 305-325-9000
         Fax: 305-324-1230
         E-mail: Rolemberg@olemshoe.com

     (3) Anthony Verrilli
         Rosenthal & Rosenthal, Inc.
         1370 Broadway
         New York, NY 10918
         Tel: 212-356-1493
         Fax: 212-356-3493
         E-mail: Averrilli@rosenthalinc.com

     (4) Serkan Ozgun, Controller
         Louise Paris Ltd.
         1407 Broadway, Suite 1405
         New York, NY 10018
         Tel: 212-354-5411, Ext. 221
         Fax: 212-354-0048
         E-mail: serkan@louiseparis.com

     (5) Abe Hanan, CEO
         PPI Apparel Group
         Panties Plus, Inc.
         320 5th Avenue, 2nd Floor
         New York, NY 10001
         Tel: 212-779-1999
         Fax: 212-779-8183
         E-mail: Abe@ppiapparel.com

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 Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.  

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.

The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.


SM ENERGY: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to SM Energy
Company's proposed offering of $400 million senior unsecured notes
due 2025. SM Energy's other ratings and stable outlook are
unchanged. The note proceeds will be used to redeem the $350
million 6.625% notes due 2019 through a tender offer process and
reduce existing revolving credit facility borrowings.

"The offering will help push out SM Energy's nearest bond maturity
to 2021 and free up revolver capacity," said Sajjad Alam, Moody's
Assistant Vice President-Analyst. "We expect cash from operations,
asset sale proceeds and revolver liquidity to amply cover the
company's projected outspending in 2015."

Issuer: SM Energy Company

  -- US$400M Senior Unsecured Regular Bond/Debenture, Assigned
     Ba2 (LGD5)

The new notes will rank pari passu with SM Energy's existing senior
unsecured notes and have been assigned the same Ba2 rating. Both
the new and existing senior notes are unsecured and have no
subsidiary guarantees. Given the priority claim and the significant
size of its senior secured revolving credit facility in the
company's capital structure, the unsecured notes are rated one
notch below the Ba1 Corporate Family Rating (CFR) under Moody's
Loss Given Default Methodology.

SM Energy should have good liquidity through mid-2016 which is
captured in our SGL-2 Speculative Grade Liquidity Rating. The
company has a committed $1.5 billion senior secured revolver (with
a $2.4 billion borrowing base) that matures on December 10, 2019.
Proforma for this note offering, the revolver had $1.05 billion
available as of March 31, 2015. The company also expects to receive
$324 million in second quarter 2015 from the sale of its gassy
Mid-Continent properties that will provide additional liquidity.

SM Energy's Ba1 CFR is supported by its sizeable production and
proved developed reserve scale, roughly 55% of liquids in the
production mix, and a relatively low cost structure that yields
cash margins that are competitive with similarly rated peers. The
rating also benefits from the company's low financial leverage,
good liquidity and competitive full-cycle returns. While the
company has been able to achieve strong sequential oil and natural
gas liquids production growth in the Eagle Ford shale through first
quarter 2015, production volume will remain largely flat during the
balance of 2015 because of reduced drilling. To cope with the
current downturn in oil and natural gas prices, management has
slashed capex by 40%, raised liquidity through asset sales and
refinancing transactions, and high-graded its drilling program with
a plan to spend 90% of the $1.2 billion 2015 capex budget on core
areas of its Eagle Ford and Bakken/Three Forks acreage. Although
cash margins will decline significantly from 2014 levels, we
believe management's strong focus on cost reduction, efficiency and
capital preservation as well as innovative drilling and completion
techniques will help limit the degradation in credit metrics and
support the Ba1 rating through 2016.

Given Moody's expectation of continued volatility in commodity
prices through 2015, an upgrade is unlikely over the near term.
Longer term, for an upgrade to Baa3, SM Energy will have to further
diversify its production base to additional plays to reduce its
concentration in the Eagle Ford. The company would also have to
sustain its full cycle returns above 2x while maintaining its low
leverage on production and PD reserves and keeping RCF/debt above
50%. If the company continues to heavily outspend operating cash
flow resulting in a significant increase in leverage, that will
pressure ratings. We could downgrade the CFR if the company is
unable to maintain Debt/PD below $10/boe or RCF/debt above 30% on a
sustained basis.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry Methodology
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.

SM Energy Company is an independent exploration and production
company based in Denver, Colorado.


SM ENERGY: S&P Assigns 'BB' Rating on $400MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating (the same as the corporate credit rating) and '4' recovery
rating to Denver–based SM Energy Co.'s proposed $400 million
senior unsecured notes due 2025.  The '4' recovery rating indicates
S&P's expectation of average (30% to 50%; upper half of the range)
recovery in the event of default.  The company will use the note
proceeds to refinance its $350 million senior unsecured notes due
2019 and a portion of amounts outstanding under its revolving
credit facility.

The ratings on SM Energy reflect S&P's assessment of the company's
"fair" business risk profile and "significant" financial risk
profile.  These assessments incorporate the company's participation
in the highly cyclical oil and gas industry, balanced production
mix between liquids and natural gas, good internal reserve
replacement, and production from multiple basins, although highly
concentrated in the Eagle Ford.  The ratings also include S&P's
expectation that funds from operation (FFO) to debt will remain
below 45% over the next two years as the company cuts back capital
spending and production in response to lower crude oil and gas
prices.

RECOVERY ANALYSIS

Key analytical factors include:

   -- Standard & Poor's simulated default for SM Energy assumes a
      sustained period of low commodity prices, consistent with
      the conditions of past defaults in this sector.

   -- S&P based its valuation of SM's reserves on a company-
      provided year-end 2014 PV10 report, using S&P's recovery
      price deck assumptions of $50 per barrel for West Texas
      Intermediate crude oil and $3.50 per million Btu for Henry
      Hub natural gas.

   -- S&P's recovery analysis for SM incorporates the company's
      $1.5 billion commitments under its senior secured reserve-
      based loan (RBL) facility, which S&P assumes will be fully
      drawn at default.

   -- The '4' recovery rating would not change if the company
      upsized the deal by $100 million, but would push recovery to

      the lower half of the range.

Simplified Waterfall

   -- Net enterprise value (after 5% administrative costs):
      $2.49 billion
   -- Senior-secured RBL claims: $1.55 billion
      -- Recovery expectations: Not applicable
   -- Total value available to unsecured claims: $940 million.
   -- Senior unsecured claims: $2.3 billion.
      -- Recovery expectations: 30% to 50% (upper half of range)

RATINGS LIST

SM Energy Co.
Corporate credit rating                    BB/Stable/--

New Rating
SM Energy Co.
  $400 mil sr unsecd notes due 2025        BB
   Recovery rating                         4H



SOLAR POWER: Signs $25 Million Purchase Agreement with Yes Yield
----------------------------------------------------------------
Solar Power, Inc., entered into a purchase agreement with Yes Yield
Investments Limited, whereby the Company agreed to issue, and Yes
Yield agreed to purchase a total of 9,260,000 shares of common
stock of the Company, par value US$0.0001 per share, for an
aggregate purchase price of US$25,002,000 pursuant to the terms of
the Purchase Agreement and subject to customary closing conditions
therein.

On May 4, 2015, the Company entered into an option agreement with
the Purchaser, whereby the Company agreed to grant the Purchaser
options to purchase from the Company a total of 9,260,000 shares of
common stock of the Company, par value US$0.0001 per share for an
aggregate purchase price of US$25,002,000, exercisable within seven
months from the date of the Option Agreement, pursuant to the terms
of the Option Agreement and subject to customary closing
conditions.

The Company's common stock issuable under the Purchase Agreement
and the Option Agreement are restricted securities and the
Purchaser is subject to a three-month lock-up period.

Pursuant to the Purchase Agreement and the Option Agreement, the
Company agreed to issue the Purchase Shares for the Purchase Price
on the closing date of the transaction stipulated by the Purchase
Agreement pursuant to the terms and conditions of the Purchase
Agreement.  The Company agreed to authorize the issuance of the
Additional Purchase Shares for the Additional Purchase Price upon
exercise of the Options by the Purchaser, pursuant to the terms and
conditions of the Option Agreement.

The proposed issuance of the Purchase Shares and the Additional
Purchase Shares as aforementioned is exempt from registration upon
reliance of Regulation S promulgated under the Securities Act of
1933, as amended.

                        About Solar Power

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

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


SOLOMON TECHNOLOGY: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Solomon Technology Solutions, Inc.
        3317 S. Higley Rd.
        Suite 114-621
        Gilbert, AZ 85297

Case No.: 15-05667

Nature of Business: IT Project Management

Chapter 11 Petition Date: May 8, 2015

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

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI, P.C.
                  2390 East Camelback Road, Suite 400
                  Phoenix, AZ 85016-3479
                  Tel: 602-248-8203
                  Fax: 602-248-8840
                  Email: dlh@ashrlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alex Solomon, president.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb15-05667.pdf


STEREOTAXIS INC: Incurs $3.13 Million Net Loss in First Quarter
---------------------------------------------------------------
Stereotaxis, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.13 million on $9.53 million of total revenue for the three
months ended March 31, 2015, compared to a net loss of $4.13
million on $8.35 million of total revenue for the same period in
2014.

As of March 31, 2015, the Company had $22.03 million in total
assets, $36.81 million in total liabilities and a $14.78 million
total stockholders' deficit.

At March 31, 2015, the Company had $4.4 million of cash and
equivalents.  The Company had working capital of approximately $2.3
million and $4.6 million as of March 31, 2015, and Dec. 31, 2014,
respectively.  The decrease in the working capital is due
principally to the net losses incurred for the first three months
of 2015 partially offset by the proceeds from Controlled Equity
Offering.

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

                        http://is.gd/FjoAaJ

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $5.20 million in 2014, a net
loss of $68.8 million in 2013 and a net loss of $9.23 million in
2012.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred recurring
operating losses and has a net capital deficiency.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


STERIGENICS-NORDION HOLDINGS: Moody's Rates New $450MM Notes Caa1
-----------------------------------------------------------------
Moody's Investors Service rated Sterigenics-Nordion Holdings, LLC's
proposed $450 million senior unsecured notes Caa1, LGD5. The
company's existing ratings, including its B2 Corporate Family
Rating and B1 senior secured credit facilities remain unchanged.
The outlook remains negative.

The company intends to use the proceeds from the notes, together
with the proceeds from the senior secured term loan issued last
week, new cash equity from Warburg Pincus and roll-over equity from
existing owner GTCR and management, to fund the acquisition of
Sterigenics for $2.3 billion, and to pay fees and expenses.

All ratings at STHI Holdings Corporation, including the B2 CFR,
remain under review for downgrade. The review was initiated on
March 24, 2015 following the acquisition announcement. Moody's
expects to withdraw all ratings at STHI Holdings Corporation upon
closing of the transaction.

The following rating was assigned to Sterigenics (subject to
Moody's review of final documents):

  -- $450 million senior unsecured notes at Caa1, LGD5

The B2 Corporate Family rating is constrained by modest scale and
high business risks in part due to Sterigenics' earnings
vulnerability to supply-chain disruptions. Moody's also expects the
company's financial leverage to remain high at or above 6.0x
debt/EBITDA and free cash flow negligible over the next 12-18
months. The rating also reflects the potential for event and
environmental risk associated with the highly sensitive nature of
the company's handling of hazardous raw materials in its
manufacturing process, including radioactive isotopes and toxic
gases.

The B2 rating is supported by Sterigenics' leading position in the
contract sterilization outsourcing market, as well as high barriers
to entry and customer switching costs, leading to relatively stable
market share and long-term relationships with customers.
Sterigenics' focus on medical device and food safety markets also
supports the rating as these markets are less sensitive to economic
cycles. Moody's expects that around two-thirds of the company's
gross profit will be generated by the legacy Sterigenics'
sterilization business, which is likely to remain stable and help
buffer earnings volatility.

The negative rating outlook is driven by the continuous uncertainty
from the disruption of supply of Molybdenum-99 (Moly-99), a
reactor-based medical isotope, and potential impact a disruption
would have on the company's earnings and cash flow. While the
company has announced a new long-term partnership with the Missouri
University Research Reactor ("MURR") and General Atomics ("GA") to
establish a new Moly-99 supply source , and the Canadian government
announced extension of Moly-99 production at the NRU reactor
through March 2018, risk remains around the company's plan to
successfully develop alternate Moly-99 supply ahead of the eventual
shut-down of NRU. In addition, significant initial investment
related to the development project will not only drain the
company's cash flow and liquidity but also limit its ability to
meaningfully delever to a level commensurate with B2 rating.
Moody's could consider stabilizing the outlook if the company
reduces leverage to below 6.0x and makes meaningful progress in the
Mo-99 development project including securing government funding.

The rating could be downgraded if the company does not reduce
leverage to below 6.0x or free cash flow is negative over the next
12-18 months. Negative rating pressure would develop if the company
experiences a material reduction in volumes from a significant
customer or a material adverse event related to litigation or
business disruption occurs. Any significant deterioration in
liquidity or debt-financed acquisition or dividend distribution
could also trigger a downgrade.

Given its small size, high leverage and inherent business risks, an
upgrade is unlikely in the near term. If the company successfully
develops alternative Moly-99 technology, and demonstrates a
commitment to more conservative financial policies such that
debt/EBITDA is sustained below 4.0 times, the ratings could be
upgraded.

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

Sterigenics-Nordion, LLC., the parent company of STHI Holdings
Inc., (collectively, "Sterigenics"), headquartered in Oak Brook,
IL, is a vertically integrated global provider of contract
sterilization services, gamma technologies and medical isotopes.
Sterigenics generated total revenue of $615 million in 2014.


STOCKBRIDGE/SBE: S&P Affirms 'CCC' CCR, Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating, with a negative outlook, and subsequently withdrew
all ratings on Las Vegas-based Stockbridge/SBE Investment Co. LLC
(Stockbridge) at the company's request following the company's
refinancing of its senior construction facility.

"The 'CCC' rating and negative outlook reflected our view that the
property (SLS Las Vegas) would have difficulty ramping up quickly
enough to a level of EBITDA generation sufficient to cover its
fixed charges, and our assessment that the company had a 'weak'
liquidity profile," said Standard & Poor's credit analyst Stephen
Pagano.



TEINE ENERGY: S&P Raises Rating on Sr. Unsecured Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on Calgary, Alta.-based Teine Energy Ltd.'s senior unsecured
notes due 2022 to 'B-' from 'CCC+'.  At the same time, Standard &
Poor's revised its recovery rating on the debt to '5' from '6'.
The 'B' corporate credit rating and stable outlook on Teine are
unchanged.

The upgrade reflects S&P's view that Teine's senior unsecured
noteholders could expect modest (10%-30%; lower end of scale)
recovery in S&P's simulated default scenario, which corresponds to
a '5' recovery rating.

"Having revised our valuation approach for Teine's reserves at the
time of our simulated default, we now estimate recovery prospects
for senior unsecured debtholders at 10%-30%, albeit at the lower
end of the range," said Standard & Poor's credit analyst Michelle
Dathorne.  S&P bases its estimate of the company's enterprise
value, upon emergence from bankruptcy, on a PV-10 valuation that
uses S&P's West Texas Intermediate price assumption of US$50 per
barrel, adjusted for regional price differences, and incorporating
the company's operating costs.

The rating on Teine reflects Standard & Poor's assessment of the
company's small liquids-focused reserves base, regional focus in
one producing area in the Western Canada Sedimentary Basin, and the
heightened development risk inherent in the company's low
percentage of proved developed (PD) reserves.  S&P believes the
company's good full-cycle cost profile and cash flow generation for
its high API gravity light oil production, low balance-sheet debt,
and relatively strong cash flow protection metrics somewhat offset
these weaknesses.

The stable outlook reflects S&P's view that Teine should be able to
continue expanding its reserves and production through the
drill-bit, while maintaining its cash flow adequacy and leverage
metrics at relatively strong levels.

S&P could lower the ratings if the company's credit measures
weakened such that its five-year, weighted average funds from
operations-to-debt were to fall below 30% without a clear path to
deleveraging.  This could occur if Teine made a material
debt-financed acquisition that was not sufficiently accretive to
cash flow generation.

An upgrade would depend on an improving business risk profile
without a material deterioration in the company's financial risk
profile.  In S&P's opinion, Teine's low PD ratio heightens its
operating risks, so S&P believes the company's overall business
risk profile would improve as it increases the PD component of its
proved reserves base.  In Standard & Poor's rated E&P universe,
'B+' rated companies have PD reserves ratios in the 45%-75% range.



TEX-LINE INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Tex-Line, Inc.
        5602 FM 2403 Road
        Alvin, TX 77911-9293

Case No.: 15-32658

Chapter 11 Petition Date: May 11, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  Email: margaret@mmmcclurelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven R. Clifton, president.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


THERAPEUTICSMD INC: Incurs $20.8 Million Net Loss in First Quarter
------------------------------------------------------------------
TherapeuticsMD, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $20.9 million on $4.47 million of net revenues for the three
months ended March 31, 2015, compared with a net loss of $9.18
million on $2.83 million of net revenues for the same period last
year.

As of March 31, 2015, the Company had $99.5 million in total
assets, $11.8 million in total liabilities, and $87.7 million in
total stockholders' equity.

"As of March 31, 2015, we had cash and cash equivalents totaling
approximately $92 million, however, changing circumstances may
cause us to consume funds significantly faster than we currently
anticipate, and we may need to spend more money than currently
expected because of circumstances beyond our control," the Company
states in the report.

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

                        http://is.gd/jQzRKs

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $54.2 million on $15.02
million of net revenues for the year ended Dec. 31, 2014, compared
with a net loss of $28.4 million on $8.77 million of net revenues
for the year ended Dec. 31, 2013.


TRIBUNE PUBLISHING: MLIM Acquisition No Impact on Moody's 'B1' CFR
------------------------------------------------------------------
Moody's Investors Services said on May 7, 2015, Tribune Publishing
Company that it has entered into an agreement to acquire MLIM, LLC,
owner of the San Diego Union-Tribune, as well as nine community
weeklies and related digital properties in San Diego County for $85
million, with $73 million paid in cash and remainder in Tribune
Publishing common stock. Tribune will also assume the obligations
of the seller's pension plan, however, real estate assets of the
seller are not part of the purchase. Tribune intends to fund the
cash portion of the purchase price using cash on the balance sheet,
incremental draw on its senior asset based revolving credit
facility and exercise $50 million of the accordion feature on its
existing Term Loan. Although leveraging, this transaction provides
Tribune Publishing with long term growth, and thus there is no
immediate impact on ratings and the outlook is stable.

Tribune Publishing carries LT Corporate Family Ratings of B1.

Tribune Publishing, headquartered in Chicago, IL, operates the
second largest newspaper company in the U.S. serving eight major
markets with 11 daily newspapers, including the Los Angeles Times
and the Chicago Tribune, as well as with digital media properties
and niche publications. The company earned $1.71 billion in
reported revenue in fiscal year ending December 28, 2014.



TRIBUNE PUBLISHING: S&P Keeps B+ Sec. Loan Rating on $50MM Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
Chicago-based multiplatform media and marketing solutions company
Tribune Publishing Co.'s senior secured term loan remains 'B+'
following the company's proposed $50 million add-on to the debt.
The recovery rating on the debt remains '3', indicating S&P's
expectation for meaningful (50%-70%; higher half of the range)
recovery in the event of a payment default.

The company will use the proceeds from the proposed transaction to
partially fund its $85 million acquisition of San Diego
Union-Tribune.  Additionally, Tribune will assume San Diego
Union-Tribune's $111 million unfunded pension obligation.  Pro
forma for the financing and acquisitions, adjusted debt leverage
will increase to 3.7x from 3.4x for the 12 months ended March 29,
2015. S&P expects that adjusted debt leverage will remain in the
mid- to high-3x area by the end of 2015.

S&P's assessment of Tribune's business risk profile as "vulnerable"
is based on S&P's expectation that the pace of newspaper print
advertising revenue declines will continue at the current rate for
the foreseeable future as news consumption and advertising shift to
digital media.

The corporate credit rating on the company remains 'B+' with a
stable outlook.  The outlook incorporates S&P's assumption that
adjusted leverage will remain below 4x.  If Tribune performs below
S&P's expectations and it forecasts that leverage will rise and
remain above 4x, S&P would likely lower its ratings on the company.
S&P views the probability of an upgrade as unlikely over the next
two years given unfavorable publishing secular trends.

RATINGS LIST

Tribune Publishing Co.
Corporate Credit Rating                B+/Stable/--
  $400 mil. sr scd term ln due 2021     B+
   Recovery Rating                      3H



TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Costa
Mesa, Calif.-based TTM Technologies Inc. (BB/Watch Neg/--) remain
on CreditWatch with negative implications, where S&P had placed
them on Sept. 22, 2014.  The ratings include the 'BB' corporate
credit rating on TTM and 'BB' issue-level rating on the company's
senior unsecured debt.  S&P's ratings on the company's proposed
first-lien term loan is also unchanged.

TTM will upsize its proposed first-lien term loan to $950 million
from $775 million, and eliminate the proposed second-lien.
Mandatory annual amortization on the first-lien loan will increase
to 4% in year two, and 5% thereafter, up from 1% for the entire
term.



UNIVERSAL HEALTH: Court OKs Shumaker Loop as Trustee's Counsel
--------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 Trustee of Universal Health Care
Group, Inc., sought and obtained permission from the Hon. K. Rodney
May of the U.S. Bankruptcy Court for the Middle District of Florida
to employ Shumaker, Loop & Kendrick, LLP and Steven M. Berman, Esq.
as special litigation conflicts Counsel to the Chapter 11 Trustee.

The Court authorized the Firm to:

  -- First, the Firm shall be engaged to defend the appeal taken
     by Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC
     of the Court's Order Granting Motion to Extend Time to File
     Avoidance Actions, and the Firm may be compensated on an
     hourly basis for its work defending the Extension Appeal.

  -- Second, the Firm shall be engaged as litigation counsel to
     investigate, evaluate, and prosecute claims, including
     fraudulent transfers, against Wells Fargo (and potentially
     others), arising out of loan transactions in or about
     February 2011 (the "Wells Fargo Litigation").  The Firm shall

     be compensated for representing the Trustee in the Wells
     Fargo Litigation on a contingent fee basis, in an amount
     equal to 25% of any recoveries realized from the Wells Fargo
     Litigation, plus reimbursement of actual out-of-pocket costs
     and expenses.

Steven M. Berman, partner of Shumaker Loop, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Shumaker Loop can be reached at:

       Steven M. Berman, Esq.
       SHUMAKER, LOOP & KENDRICK, LLP
       101 E. Kennedy Blvd., Suite 2800
       Tampa, FL 33602
       Tel: (813) 229-7600
       Fax: (813) 229-1660
       E-mail: sberman@slk-law.com

                 About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis
S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.


VIGGLE INC: To Present at B. Riley & Co. Investor Conference
------------------------------------------------------------
John C. Small, Viggle Inc.'s chief financial officer, will be
speaking at the 16th Annual B. Riley & Co. Investor Conference on
May 12, 2015, at the Loews Hollywood Hotel in Los Angeles at 2:30pm
EDT.  The webcast link is
http://www.brileywebcast.com/viewwebcasts/profile.php?ticker=VGGL


Mr. Small will also be speaking at the Second Annual Sun Trust
Robinson Humphrey Internet & Digital Media Conference on May 13,
2015, at the Palace Hotel in San Francisco at 1:00pm EDT.  The
panel topic will be Streaming Video - How to Think About the Cost
of Content.  The webcast link is
http://wsw.com/webcast/strh27/vggl.  

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.

As of Dec. 31, 2014, the Company had $72.1 million in total assets,
$51.02 million in total liabilities, $3.75 million in series C
convertible redeemable preferred stock, and $17.4 million in total
stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


VIPER VENTURES: Lender Seeks Dismissal of Chapter 11 Case
---------------------------------------------------------
Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank,
N.A., asks the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division, to dismiss the bankruptcy case filed by
Viper Ventures, LLC, saying all the hallmarks of a bad faith filing
was present in thise case and, was clearly filed for the principal
-- and improper -- purpose of benefitting the Member/Guarantors.

The Debtor cited the following as basis for its Chapter 11 case:
(1) the suit brought by the Lender against the Member/Guarantors,
which supposedly led to those Member/Guarantors' third-party action
against the remaining Member/Guarantors and the Debtor which,
purportedly, would lead to the disruption of the Debtor's business
if its members sought recovery of any amounts they were required to
pay to the Lender (which payments, of course, would only increase
each members'– and the Debtor's – equity position by the amount
still paid as the Lender debt declined); and (2) the potential need
to resolve an alleged executory contract dated July 10, 1996
between the Debtors predecessor in interest and Gandy View Realty,
Inc., whose rights are now held by Chemical Formulators, Inc.

The lender's counsel, Andrew M. Brumby, Esq., at Shutts & Bowen
LLP, in Orlando, Florida, cites the following reasons to support
the dismissal request:

   (1) The Debtor has only one significant asset -- the Property;
   (2) the Debtor has few, if any, unsecured creditors and its only
other meaningful creditor is an individual with two alleged small
secured loans on a motor vehicle and a riding lawn mower;
   (3) the Debtor has no employees, and some 20% of its monthly
expenses are payments to or for the benefit of affiliates and
insiders;

   (4) at the time the case was commenced, the Lender had elected
not to proceed against the Debtor but was simply pursuing certain
non-management Member/Guarantors, who then contrived a claim for
contribution or indemnity against the Debtor;
   (5) the Debtor's alleged financial problems are, in effect,
nonexistent; indeed, the Debtor's financial situation improves as
the Lender debt is reduced by payments by the Member/Guarantors;
   (6) the timing of the Debtor's filing, immediately prior to the
expiration of discovery in the Non-Debtor Case, and as that
guarantor action wound towards trial, provides clear evidence of an
intent to delay and frustrate the legitimate efforts of the Lender
in enforcing its rights under Florida law, and further exemplifies
that the case was filed for the principal benefit and protection of
the Members/Guarantors.

The Debtor, as a debtor, was not in need of any protection at all,
as no non-affiliated or non-insider party has sought any relief
from the Debtor, Mr. Brumby adds.

Wells Fargo Bank is represented by:

         Andrew M. Brumby, Esq.
         SHUTTS & BOWEN LLP
         300 South Orange Avenue, Suite 1000
         Orlando, FL 32801
         Tel: (407) 423-3200
         Fax: (407) 425-8316
         Email: abrumby@shutts.com

            -- and --

         Ryan C. Reinert, Esq.
         SHUTTS & BOWEN LLP
         4301 W. Boy Scout Blvd., Suite 300
         Tampa, FL 33607
         Tel: (813) 229-8900
         Fax: (813) 229-8901
         Email: rreinert@shutts.com

Viper Ventures LLC is represented by:

         Harley E. Riedel, Esq.
         Edward J. Peterson, Esq.
         STICHTER RIEDEL BLAN & PROSSER, P.A.
         110 East Madison Street, Suite 200
         Tampa, FL 33602
         Tel: (813) 229-0144
         Fax: (813) 229-1811
         Email: hriedel@srbp.com
                epeterson@srbp.com

                       About Viper Ventures

Viper Ventures, LLC, is a Florida limited liability company that
owns 31 acres of waterfront land on Rattlesnake Point just south of
Gandy Boulevard in Tampa, Florida.

Viper Ventures  filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015.
The case is assigned to Judge Catherine Peek McEwen.

The Debtor is represented by Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida.

The Debtor estimated $10 million to $50 million in assets and
debt.

According to the docket, the Debtor's Chapter 11 plan and
explanatory disclosure statement are due by July 30, 2015.


VISCOUNT SYSTEMS: Paul Goldenberg Quits From Board of Directors
---------------------------------------------------------------
Paul Goldenberg resigned as a director of Viscount Systems, Inc.,
and accordingly resigned as independent Chair of the Company's
Corporate Governance Committee and as a member of the Company's
Audit Committee, Nominating Committee and Compensation and Risk
Committee.  Mr. Goldenberg's resignation was not the result of any
disagreement with the Company, according to a document filed with
the Securities and Exchange Commission.

On May 4, 2015, George E. Birnbaum was appointed as a director of
the Company.  Mr. Birnbaum will be eligible to receive the standard
director compensation generally offered to other non-employee
directors of $2,500 and 250,000 warrants to purchase common stock
of the Company, to be paid by the Company on a quarterly basis.
Other than being eligible to receive such director compensation,
Mr. Birnbaum did not enter into any material plan, contract, or
arrangement in connection with his election as a director.

                      About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

Viscount Systems reported a net loss and comprehensive loss of
C$991,000 on C$4.76 million of sales for the year ended Dec. 31,
2014, compared to a net loss and comprehensive loss of C$3.08
million on C$4.13 million of sales in 2013.

As of Dec. 31, 2014, the Company had C$1.59 million in total
assets, C$3.97 million in total liabilities and a C$2.37 million
total stockholders' deficit.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has incurred losses in developing its business, and further
losses are anticipated in the future.  The Company requires
additional funds to meet its obligations and the costs of its
operations and there is no assurance that additional financing can
be raised when needed.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.


VIVARO CORP: Court Approves Hiring of Cozen O'Connor as Counsel
---------------------------------------------------------------
Vivaro Corporation and its debtor-affiliates sought and obtained
permission from the Hon. Martin Glenn of the U.S. Bankruptcy Court
for the Southern District of New York to employ Cozen O'Connor as
bankruptcy counsel to the Debtors.

The Debtors require Cozen O'Connor to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors in possession in the continued
       management and operation of their assets;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties in interest and advise and
       consult on the conduct of the bankruptcy case, including
       all of the legal and administrative requirements of
       operating in chapter 11;

   (c) take all necessary actions to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       their estates, subject to the limitations as set forth in
       the Schmidt Declaration, negotiations concerning all
       litigation in which the Debtors may be involved and
       objections to claims filed against the estates;

   (d) prepare on behalf of the Debtors all motions, applications,

       answers, orders, reports and papers necessary to the
       administration of the estates;

   (e) negotiate and prepare on the Debtors' behalf plan(s) of
       reorganization or liquidation, disclosure statement(s) and
       all related agreements and/or documents and take any
       necessary action on behalf of the Debtors to obtain
       confirmation of such plan(s);

   (f) advise and assist the Debtors in connection with
       extraordinary sales of assets;

   (g) appear before this Court, any appellate courts, and the
       United States Trustee, and protect the interests of the
       Debtors' estates before such courts and the U.S. Trustee;

   (h) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with their chapter 11 cases.

Cozen O'Connor will be paid at these hourly rates:

       Frederick E. Schmidt, Jr.     $625
       Members and Counsel           $400-$750
       Associates                    $340
       Paralegals and Clerks         $240-$260

Cozen O'Connor will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mr. Schmidt, member of Cozen O'Connor, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Cozen O'Connor can be reached at:

       Frederick E. Schmidt, Jr., Esq.
       COZEN O'CONNOR
       277 Park Avenue
       New York, NY 10172
       Tel: (212) 883-4900
       Fax: (646) 588-1552
       E-mail: eschmidt@cozen.com

                        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.


WALTER ENERGY: Posts $80.2 Million Net Loss in First Quarter
------------------------------------------------------------
Walter Energy, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $80.2 million on $291 million of total revenues for the three
months ended March 31, 2015, compared to a net loss of $92.2
million on $414 million of total revenues for the same period in
2014.

As of March 31, 2015, the Company had $5.20 billion in total
assets, $5 billion in total liabilities, and $197 million in total
stockholders' equity.

"Our available liquidity as of March 31, 2015 was $441.4 million,
consisting of cash and cash equivalents of $434.7 million and $6.7
million available under the Company's $76.9 million revolver, net
of outstanding letters of credit of $70.2 million.  Although we had
$6.7 million available under the revolver as of March 31, 2015, due
to the default on April 15, 2015, 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.  For the three months ended March 31,
2015, cash flows used in operating activities were $12.9 million,
cash flows used in investing activities were $15.7 million, and
cash flows used in financing activities were $3.6 million.  Our
cash flows from operating activities were insufficient to fund our
capital expenditure needs for the current quarter and we expect
this trend to continue throughout 2015," the Company said in the
report.

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

                         http://is.gd/IQDcNW

                         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 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."


WALTER ENERGY: To Make $62.7-Million Interest Payment
-----------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Walter Energy Inc. will make a $62.7 million interest payment
to bondholders on May 15 before the end of its grace period, the
company announced.

According to the report, the company has said it wouldn't
immediately be making the payments on two sets of senior bonds due
April 15, opting instead to negotiate with the groups during its
30-day grace period.  Those negotiations are continuing, the
company said, even though it decided to make the payment, the
report related.

As previously reported by The Troubled Company Reporter, Walter
Energy shares were pressured after the Company filed a form 10-Q
with the U.S. Securities and Exchange Commission, saying 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.

                       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."


WENDY'S CO: S&P Lowers Corporate Credit Rating to B, Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Dublin, Ohio-based The Wendy's Co. to 'B' from 'B+'.  S&P
also lowered the rating on the company's unsecured debentures to
'CCC+' from 'B-'.  The '6' recovery rating on the debentures
remains unchanged, indicating S&P's expectation for negligible (0%
to 10%) recovery in the event of a payment default.

S&P is also maintaining its CreditWatch with negative implications
on the company's secured credit facilities, including the revolver,
term loan A and term loan B, which are currently rated 'BB-' with a
'2' recovery rating, indicating S&P's expectation for substantial
(70% to 90%, at the low end of the range) recovery in the event of
a payment default.  Upon review of final documentation and
completion of the transaction, including repayment of this debt,
S&P expects to withdraw these issue-level ratings.

"The downgrade reflects the near-term erosion in credit metrics pro
forma for this transaction, including lease-adjusted leverage
increasing significantly from the mid-4x range to the mid-6x
range," said Standard & Poor's credit analyst Diya Iyer.  "It also
reflects the company's more aggressive financial policy given the
securitized debt and expected $1 billion in share repurchases for
fiscal 2015, funded largely with debt and other proceeds.  That
said, we believe over the coming three to five years Wendy's will
see material gains in both EBITDA and cash flow generation as it
transforms into a more asset-lite franchise business."

The stable outlook reflects expected continued performance gains
through Wendy's well-capitalized and diverse franchisee base to
contribute to reducing leverage in the coming three years.  S&P
also anticipates further profit growth under the management team,
which has demonstrated strong operational execution through menu,
store base, and real estate optimization in recent years.



WEST COAST: US Trustee Forms Creditor's Committee
-------------------------------------------------
The U.S. Trustee for Region 17 appointed creditors of West Coast
Growers Inc. to serve on the official committee of unsecured
creditors:

     (1) International Paper
         4049 Willow Lake Blvd.
         Memphis, TN 38118
         Attn: Mark Wiklund

     (2) Laub Ranches Inc.
         6051 S. Fruit
         Fresno, CA 93706
         Attn: Diane Laub

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 West Coast Growers

West Coast Growers, Inc., a Kerman, California-based processor and
distributor of California raisins, sought Chapter 11 bankruptcy
protection (Bankr. E.D. Cal. Case No. 15-11079) on March 20, 2015,
in Fresno, California.  The case is assigned to Judge W. Richard
Lee.

Related entity Salwasser, Inc. (the 100% shareholder of WCG) also
sought bankruptcy protection on March 20, 2015 (Case No.
15-11080).  Charlotte Ellen Salwasser filed a Chapter 11 petition
(Case No. 15-10705) on Feb. 26, 2015.  Ms. Salwasser an husband
George Salwasser are the principals and 50% shareholders of
Salwasser, Inc.  Mr. Salwasser is the president of WCG, and Ms.
Salwasser is the vice president and secretary of WCG.

West Coast Growers disclosed total assets of $10.1 million and
total liabilities of $59.6 million.

Hagop T. Bedoyan, Esq., Jacob L. Eaton, Esq., at Lisa A. Holder,
Esq., at Klein, Denatale, Goldner, Cooper, Rosenlieb & Kimball,
LLP, serve as West Coast Growers' attorneys.  Peter L. Fear, Esq.,
at Fear Law Group, P.C., represents Salwasser as counsel.


WEST CORP: Reports $80.5 Million Net Income in First Quarter
------------------------------------------------------------
West Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of $80.5
million on $565 million of revenue for the three months ended March
31, 2015, compared to net income of $46.3 million on $535 million
of revenue for the same period in 2014.

As of March 31, 2015, the Company had $3.54 billion in total
assets, $4.19 billion in total liabilities, and a $648 million
total stockholders' deficit.

                        Bankruptcy Warning

"Our failure to comply with these debt covenants may result in an
event of default which, if not cured or waived, could accelerate
the maturity of our indebtedness.  If our indebtedness is
accelerated, we may not have sufficient cash resources to satisfy
our debt obligations and we may not be able to continue our
operations as planned.  If our cash flows and capital resources are
insufficient to fund our debt service obligations and keep us in
compliance with the covenants under our Amended Credit Agreement or
to fund our other liquidity needs, we may be forced to reduce or
delay capital expenditures, sell assets or operations, seek
additional capital or restructure or refinance our indebtedness
including the notes.  We cannot ensure that we would be able to
take any of these actions, that these actions would be successful
and would permit us to meet our scheduled debt service obligations
or that these actions would be permitted under the terms of our
existing or future debt agreements, including our Senior Secured
Credit Facilities and the indenture that governs the notes.  The
Amended Credit Agreement and the indenture that governs the notes
restrict our ability to dispose of assets and use the proceeds from
the disposition.  As a result, we may not be able to consummate
those dispositions or use the proceeds to meet our debt service or
other obligations, and any proceeds that are available may not be
adequate to meet any debt service or other obligations then due.

If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in the report.

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

                        http://is.gd/YE8bjI

                       About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with
services that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corp reported net income of $158 million in 2014 following
net income of $143 million in 2013.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WORLD ACCEPTANCE: Moody's Assigns B2 Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
non-prime consumer lender World Acceptance Corporation and a B3
rating to the company's proposed $250 million senior unsecured
notes. The outlook for the ratings is stable.

The B2 Corporate Family Rating reflects World Acceptance
Corporation's ("WRLD") strong profitability, low historical
earnings volatility, and sound capital position. The proposed
rating also reflects increased regulatory risk in the
non-prime/subprime lending sector, exemplified by the CID WRLD
received from the CFPB last year that has not yet been resolved.
The rating also incorporates the company's challenges attracting
new customers and its resulting reliance on revenues from
refinancing existing customer loans. A further consideration is the
company's relatively undeveloped funding profile, including its
reliance on a single syndicated revolving credit facility to fund
its operations. The company's proposed issuance of the notes is a
positive step in diversifying its funding.

In March 2015, the Consumer Financial Protection Bureau (CFPB)
published a proposal that contemplates placing various limitations
on payday lenders' and other sub-prime lenders' current activities.
Because WRLD's US loan products are in the form of amortizing
installment loans and because the company does not require that
loan customers provide access to their checking accounts, Moody's
expects that WRLD's franchise would likely be less impacted than
payday lenders' if the CFPB proposal is implemented in its current
form. However, WRLD's auto-secured lending, comprising about 20% of
the company's loans, could be subject to the proposed CFPB rules.
The effect of the proposal on the company's earnings is uncertain
at this time. At a minimum, the company would need to demonstrate
robust underwriting capabilities, to ensure that its business is
uninterrupted, should the proposal be implemented. Moody's do not
expect the rules to be finalized until 2016.

In the absence of the regulatory ruling that would meaningfully
restrict WRLD's current activities, the following factors could
lead to upward rating pressure: 1) WRLD's successful execution on
its strategic initiatives, leading to attracting new customers with
no material decrease in credit quality, in conjunction with reduced
reliance on revenues from refinancings; 2) further diversification
of the company's funding, while maintaining conservative balance
sheet leverage, and 3) successful resolution of the CFPB CID with
no materially negative consequences on the company's business.

The following factors could lead to downward rating pressure: 1)
significantly weakened earnings; 2) a significant increase in
balance sheet leverage; 2) weakened liquidity resulting from a
reduction in size of the syndicated revolving facility, in the
absence of alternative funding resources; 3) legislative action
that would meaningfully impact WRLD's franchise positioning and
profitability, and 4) resolution of the CID and pending lawsuits
that result in significant cash outflows not covered by the
company's insurance policy.

The principal methodology used in this rating was Finance Company
Global Rating Methodolody published in March 2012.


WORLD ACCEPTANCE: S&P Assigns B+ Issuer Credit Rating, Outlook Neg.
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' issuer
credit rating to World Acceptance Corp.  The outlook is negative.
At the same time, S&P assigned its 'B' issue rating on the
company's proposed $250 million senior unsecured notes due 2020.

"Standard & Poor's rating on World Acceptance reflects the
company's concentrated business model and high exposure to
regulatory, legislative, and operational risks," said Standard &
Poor's credit analyst Shakir Taylor.  The company's low leverage,
which is largely supported by its ability to generate strong
profits and tangible equity, partially offsets some of these
weaknesses.

Greenville, S.C.-based World Acceptance is a $940 million subprime
consumer finance lender.  The company generates approximately 90%
of its revenue by offering high-yield, medium-term, unsecured
installment loans through a 1,320-branch network of stores that
operate in 15 U.S. states and Mexico.  The other 10% of its revenue
comes from the company's tax preparation services and the sale of
credit life, credit accident and health, credit property, and
unemployment insurance to borrowers in states where ancillary
insurance sales are permitted.  World Acceptance was founded in
1962 and has built its operating history at a prudent and measured
pace, primarily through organic growth with some small tack-on
acquisitions on an opportunistic basis.

Generally speaking, consumer lending is a highly competitive sector
with low barriers to entry and a deluge of new entrants. The
company focuses its branch expansion in states that have the least
restrictive lending laws for its installment product.  As a result,
its primary footprint is in ultra-competitive markets, which have a
high volume of alternative finance providers.  The company competes
not only with other pure-play installment lenders but also
subprime-centric credit card providers, payday lenders, and
peer-to-peer operators.  In recent years, payday lenders have
rapidly transitioned their operations toward installment lending as
regulatory scrutiny related to short-term, high yield products has
intensified.

S&P views the possibility of regulatory or legislative actions as a
significant risk factor for World Acceptance.  Since the financial
crisis, the subprime consumer lending sector has been exposed to
increasingly high regulatory risk.  As with other subprime credit
providers, the company operates under a complex regulatory regime
and is mainly governed by the Consumer Finance Protection Bureau
(CFPB) and the legislatures of the states in which it lends.

On March 26, the CFPB released an outline of proposed regulations
for consideration that focus on loan affordability and reining in
collection practices that typically result in high fees for
consumers.  If the CFPB implements new rules, S&P believes that the
potential impact on loan volume, profitability, and liquidity could
hamper financial and operational performance for World Acceptance
and peers.

The negative outlook reflects the unresolved status regarding the
company's CID from the CFPB and S&P's expectation that heightened
regulatory risk leaves the company materially susceptible to weaker
performance over the next two years.

S&P may revise the outlook to stable if the company is able to
demonstrate its resiliency against the recent surge of new entrants
and prove its ability to successfully operate through the impending
competitive and regulatory hurdles.  In addition, the company will
have to establish further evidence that it is successfully
executing its positive growth targets while maintaining
conservative leverage, strong profitability, and credit quality
that is in line with historical trends.

S&P could lower its rating if the bond offering does not occur or
if regulatory, legislative, or operational obstacles cause a
material decline in World Acceptance's earnings, cash flow, or
tangible equity to levels that would begin to pressure its existing
covenants.

S&P is unlikely to raise the rating in the next two years because
of the primary risk it faces (for example, evolving regulation at
federal, state, and local ordinance level, intense competition, and
concentration risks).



[*] Cravath's Richard Levin to Join Jenner & Block
--------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
Richard Levin, who founded Cravath, Swaine & Moore LLP's
restructuring practice eight years ago, is changing firms as he
approaches the firm's retirement age.

According to the report, Mr. Levin, 64, plans to join Chicago's
Jenner & Block to help build the firm's two-partner New York
restructuring practice, focused on representing creditors, debtors
and trustees in bankruptcies and debt restructurings.


[^] Large Companies With Insolvent Balance Sheet
------------------------------------------------
                                                Total
                                               Share-      Total
                                    Total    Holders'    Working
                                   Assets      Equity    Capital
  Company         Ticker             ($MM)       ($MM)      ($MM)
  -------         ------           ------    --------    -------
ABSOLUTE SOFTWRE  ABT CN            138.6       (11.0)      (2.4)
ABSOLUTE SOFTWRE  ALSWF US          138.6       (11.0)      (2.4)
ABSOLUTE SOFTWRE  ABT2EUR EU        138.6       (11.0)      (2.4)
ABSOLUTE SOFTWRE  OU1 GR            138.6       (11.0)      (2.4)
AC SIMMONDS & SO  ACSXE US            1.4        (0.4)      (1.5)
ACCRETIVE HEALTH  ACHI US           510.0       (85.6)     (17.7)
ADVANCED EMISSIO  ADES US           106.4       (46.1)     (15.3)
ADVANCED EMISSIO  OXQ1 GR           106.4       (46.1)     (15.3)
ADVENT SOFTWARE   ADVS US           434.9       (64.8)    (122.0)
ADVENT SOFTWARE   AXQ GR            434.9       (64.8)    (122.0)
AEROJET ROCKETDY  AJRD US         1,911.7      (126.4)     109.8
AEROJET ROCKETDY  GCY TH          1,911.7      (126.4)     109.8
AEROJET ROCKETDY  GCY GR          1,911.7      (126.4)     109.8
AIR CANADA        ACDVF US       10,648.0    (1,133.0)     (59.0)
AIR CANADA        AC CN          10,648.0    (1,133.0)     (59.0)
AIR CANADA        ADH2 TH        10,648.0    (1,133.0)     (59.0)
AIR CANADA        ADH2 GR        10,648.0    (1,133.0)     (59.0)
AIR CANADA        ACEUR EU       10,648.0    (1,133.0)     (59.0)
AK STEEL HLDG     AKS* MM         4,556.3      (392.9)     949.0
AK STEEL HLDG     AK2 GR          4,556.3      (392.9)     949.0
AK STEEL HLDG     AKS US          4,556.3      (392.9)     949.0
AK STEEL HLDG     AK2 TH          4,556.3      (392.9)     949.0
ALLIANCE HEALTHC  AIQ US            500.9      (111.5)      53.5
AMC NETWORKS-A    9AC GR          4,049.4       (89.4)     597.5
AMC NETWORKS-A    AMCX US         4,049.4       (89.4)     597.5
AMC NETWORKS-A    AMCX* MM        4,049.4       (89.4)     597.5
AMER RESTAUR-LP   ICTPU US           33.5        (4.0)      (6.2)
AMYLIN PHARMACEU  AMLN US         1,998.7       (42.4)     263.0
ANGIE'S LIST INC  8AL TH            178.8       (15.6)     (13.1)
ANGIE'S LIST INC  8AL GR            178.8       (15.6)     (13.1)
ANGIE'S LIST INC  ANGI US           178.8       (15.6)     (13.1)
ANTHERA PHARMACE  ANTH US             3.5        (2.3)      (2.7)
ANTHERA PHARMACE  6TA1 TH             3.5        (2.3)      (2.7)
ARRAY BIOPHARMA   ARRY US           163.6       (13.9)      82.8
ARRAY BIOPHARMA   AR2 GR            163.6       (13.9)      82.8
ARRAY BIOPHARMA   AR2 TH            163.6       (13.9)      82.8
ASPEN TECHNOLOGY  AST GR            317.1       (26.8)     (17.4)
ASPEN TECHNOLOGY  AZPN US           317.1       (26.8)     (17.4)
AUTOZONE INC      AZO US          7,950.0    (1,468.7)    (709.5)
AUTOZONE INC      AZ5 TH          7,950.0    (1,468.7)    (709.5)
AUTOZONE INC      AZOEUR EU       7,950.0    (1,468.7)    (709.5)
AUTOZONE INC      AZ5 GR          7,950.0    (1,468.7)    (709.5)
AVID TECHNOLOGY   AVD GR            182.0      (344.7)    (165.7)
AVID TECHNOLOGY   AVID US           182.0      (344.7)    (165.7)
BARRACUDA NETWOR  CUDA US           389.3       (39.1)      29.1
BARRACUDA NETWOR  7BM GR            389.3       (39.1)      29.1
BENEFITFOCUS INC  BTF GR            140.0       (42.8)      25.0
BENEFITFOCUS INC  BNFT US           140.0       (42.8)      25.0
BERRY PLASTICS G  BP0 GR          5,214.0       (73.0)     758.0
BERRY PLASTICS G  BERY US         5,214.0       (73.0)     758.0
BRINKER INTL      EAT US          1,437.3       (32.1)    (216.6)
BRINKER INTL      BKJ GR          1,437.3       (32.1)    (216.6)
BRP INC/CA-SUB V  B15A GR         2,347.9       (26.9)     291.8
BRP INC/CA-SUB V  BRPIF US        2,347.9       (26.9)     291.8
BRP INC/CA-SUB V  DOO CN          2,347.9       (26.9)     291.8
BURLINGTON STORE  BURL US         2,624.6       (66.0)      54.4
BURLINGTON STORE  BURL* MM        2,624.6       (66.0)      54.4
BURLINGTON STORE  BUI GR          2,624.6       (66.0)      54.4
CABLEVISION SY-A  CVCEUR EU       6,701.2    (5,022.6)      50.8
CABLEVISION SY-A  CVY GR          6,701.2    (5,022.6)      50.8
CABLEVISION SY-A  CVC US          6,701.2    (5,022.6)      50.8
CABLEVISION SY-A  CVY TH          6,701.2    (5,022.6)      50.8
CABLEVISION-W/I   CVC-W US        6,701.2    (5,022.6)      50.8
CABLEVISION-W/I   8441293Q US     6,701.2    (5,022.6)      50.8
CARBYLAN THERAPE  CBYL US            10.9        (0.1)       1.9
CASELLA WASTE     CWST US           649.9        (8.5)     (18.9)
CASELLA WASTE     WA3 GR            649.9        (8.5)     (18.9)
CEDAR FAIR LP     FUN US          2,005.9       (21.2)     (74.4)
CEDAR FAIR LP     7CF GR          2,005.9       (21.2)     (74.4)
CENTENNIAL COMM   CYCL US         1,480.9      (925.9)     (52.1)
CHOICE HOTELS     CHH US            661.1      (413.5)     175.4
CHOICE HOTELS     CZH GR            661.1      (413.5)     175.4
CIENA CORP        CIE1 GR         2,056.2       (88.6)     902.8
CIENA CORP        CIEN TE         2,056.2       (88.6)     902.8
CIENA CORP        CIE1 TH         2,056.2       (88.6)     902.8
CIENA CORP        CIEN US         2,056.2       (88.6)     902.8
CINCINNATI BELL   CIB GR          1,819.7      (648.5)     (73.2)
CINCINNATI BELL   CBB US          1,819.7      (648.5)     (73.2)
CLEAR CHANNEL-A   C7C GR          6,179.8      (255.3)     410.7
CLEAR CHANNEL-A   CCO US          6,179.8      (255.3)     410.7
CLIFFS NATURAL R  CVA TH          2,702.6    (1,782.1)     677.9
CLIFFS NATURAL R  CLF US          2,702.6    (1,782.1)     677.9
CLIFFS NATURAL R  CLF* MM         2,702.6    (1,782.1)     677.9
CLIFFS NATURAL R  CVA GR          2,702.6    (1,782.1)     677.9
CLIFFS NATURAL R  CLF2EUR EU      2,702.6    (1,782.1)     677.9
COLLEGIUM PHARMA  COLL US             5.1       (12.2)      (5.9)
CONNECTURE INC    CNXR US           112.3       (28.8)     (19.1)
CONNECTURE INC    2U7 GR            112.3       (28.8)     (19.1)
CORCEPT THERA     CORT US            34.6        (3.4)      16.7
CORCEPT THERA     HTD GR             34.6        (3.4)      16.7
CORINDUS VASCULA  CVRS US             0.0        (0.0)      (0.0)
CYAN INC          YCN GR            112.1       (18.4)      56.9
CYAN INC          CYNI US           112.1       (18.4)      56.9
DELEK LOGISTICS   D6L GR            332.6       (20.6)      11.8
DELEK LOGISTICS   DKL US            332.6       (20.6)      11.8
DIRECTV           DIG1 GR        24,301.0    (4,280.0)     482.0
DIRECTV           DTVEUR EU      24,301.0    (4,280.0)     482.0
DIRECTV           DTV CI         24,301.0    (4,280.0)     482.0
DIRECTV           DTV US         24,301.0    (4,280.0)     482.0
DOMINO'S PIZZA    EZV TH            637.0    (1,213.6)     170.7
DOMINO'S PIZZA    DPZ US            637.0    (1,213.6)     170.7
DOMINO'S PIZZA    EZV GR            637.0    (1,213.6)     170.7
DUN & BRADSTREET  DNB US          2,027.7    (1,201.3)    (276.7)
DUN & BRADSTREET  DNB1EUR EU      2,027.7    (1,201.3)    (276.7)
DUN & BRADSTREET  DB5 GR          2,027.7    (1,201.3)    (276.7)
DUNKIN' BRANDS G  DNKN US         3,360.1       (84.9)     278.7
DUNKIN' BRANDS G  2DB TH          3,360.1       (84.9)     278.7
DUNKIN' BRANDS G  2DB GR          3,360.1       (84.9)     278.7
DURATA THERAPEUT  DRTX US            82.1       (16.1)      11.7
DURATA THERAPEUT  DTA GR             82.1       (16.1)      11.7
DURATA THERAPEUT  DRTXEUR EU         82.1       (16.1)      11.7
EDGEN GROUP INC   EDG US            883.8        (0.8)     409.2
EMPIRE RESORTS I  LHC1 GR            39.9       (17.1)       3.2
EMPIRE RESORTS I  NYNY US            39.9       (17.1)       3.2
ENTELLUS MEDICAL  ENTL US            14.0        (8.0)       4.8
ENTELLUS MEDICAL  29E GR             14.0        (8.0)       4.8
EOS PETRO INC     EOPT US             1.4       (20.5)     (21.7)
EXELIXIS INC      EXEL US           282.9      (146.8)      66.4
EXELIXIS INC      EX9 GR            282.9      (146.8)      66.4
EXELIXIS INC      EXELEUR EU        282.9      (146.8)      66.4
EXELIXIS INC      EX9 TH            282.9      (146.8)      66.4
EXTENDICARE INC   EXE CN          1,915.3        (2.5)      47.1
EXTENDICARE INC   EXETF US        1,915.3        (2.5)      47.1
FAIRWAY GROUP HO  FGWA GR           372.2       (16.5)      17.9
FAIRWAY GROUP HO  FWM US            372.2       (16.5)      17.9
FERRELLGAS-LP     FEG GR          1,747.0      (128.0)      (6.4)
FERRELLGAS-LP     FGP US          1,747.0      (128.0)      (6.4)
FREESCALE SEMICO  FSL US          3,096.0    (3,454.0)   1,174.0
FREESCALE SEMICO  1FS GR          3,096.0    (3,454.0)   1,174.0
FREESCALE SEMICO  FSLEUR EU       3,096.0    (3,454.0)   1,174.0
FREESCALE SEMICO  1FS TH          3,096.0    (3,454.0)   1,174.0
FUELSTREAM INC    S4HF GR             0.1        (6.4)      (6.4)
GAMING AND LEISU  2GL GR          2,552.5      (125.5)       1.1
GAMING AND LEISU  GLPI US         2,552.5      (125.5)       1.1
GARDA WRLD -CL A  GW CN           1,482.9      (332.3)      47.7
GARTNER INC       GGRA GR         1,789.4      (139.5)    (420.1)
GARTNER INC       IT US           1,789.4      (139.5)    (420.1)
GENTIVA HEALTH    GTIV US         1,225.2      (285.2)     130.0
GENTIVA HEALTH    GHT GR          1,225.2      (285.2)     130.0
GLG PARTNERS INC  GLG US            400.0      (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US          400.0      (285.6)     156.9
GOLD RESERVE INC  GOD GR             19.4       (21.0)     (31.4)
GOLD RESERVE INC  GRZ CN             19.4       (21.0)     (31.4)
GOLD RESERVE INC  GDRZF US           19.4       (21.0)     (31.4)
GRAHAM PACKAGING  GRM US          2,947.5      (520.8)     298.5
GYMBOREE CORP/TH  GYMB US         1,187.9      (332.3)      43.0
HCA HOLDINGS INC  2BH GR         31,288.0    (6,222.0)   1,958.0
HCA HOLDINGS INC  2BH TH         31,288.0    (6,222.0)   1,958.0
HCA HOLDINGS INC  HCA US         31,288.0    (6,222.0)   1,958.0
HD SUPPLY HOLDIN  5HD GR          6,060.0      (760.0)   1,163.0
HD SUPPLY HOLDIN  HDS US          6,060.0      (760.0)   1,163.0
HERBALIFE LTD     HOO GR          2,388.9      (301.2)     259.3
HERBALIFE LTD     HLF US          2,388.9      (301.2)     259.3
HERBALIFE LTD     HLFEUR EU       2,388.9      (301.2)     259.3
HOVNANIAN ENT-A   HOV US          2,461.4      (130.0)   1,608.3
HOVNANIAN ENT-B   HOVVB US        2,461.4      (130.0)   1,608.3
HOVNANIAN-A-WI    HOV-W US        2,461.4      (130.0)   1,608.3
HUGHES TELEMATIC  HUTCU US          110.2      (101.6)    (113.8)
IHEARTMEDIA INC   IHRT US        13,581.9   (10,153.7)     683.9
INCYTE CORP       ICY GR            862.6       (41.4)     466.6
INCYTE CORP       INCY US           862.6       (41.4)     466.6
INCYTE CORP       ICY TH            862.6       (41.4)     466.6
INCYTE CORP       INCYEUR EU        862.6       (41.4)     466.6
INFOR US INC      LWSN US         6,778.1      (460.0)    (305.9)
IPCS INC          IPCS US           559.2       (33.0)      72.1
ISTA PHARMACEUTI  ISTA US           124.7       (64.8)       2.2
JUST ENERGY GROU  JE US           1,205.7      (539.0)    (119.7)
JUST ENERGY GROU  1JE GR          1,205.7      (539.0)    (119.7)
JUST ENERGY GROU  JE CN           1,205.7      (539.0)    (119.7)
KEMPHARM INC      KMPH US            13.7       (24.3)       6.3
LEAP WIRELESS     LWI TH          4,662.9      (125.1)     346.9
LEAP WIRELESS     LEAP US         4,662.9      (125.1)     346.9
LEAP WIRELESS     LWI GR          4,662.9      (125.1)     346.9
LEE ENTERPRISES   LEE US            809.3      (167.5)     (12.4)
LENNOX INTL INC   LII US          1,879.5       (16.2)     369.8
LENNOX INTL INC   LXI GR          1,879.5       (16.2)     369.8
LORILLARD INC     LO US           4,154.0    (2,134.0)   1,135.0
LORILLARD INC     LLV TH          4,154.0    (2,134.0)   1,135.0
LORILLARD INC     LLV GR          4,154.0    (2,134.0)   1,135.0
MANNKIND CORP     NNF1 GR           360.0       (97.0)    (222.5)
MANNKIND CORP     MNKD US           360.0       (97.0)    (222.5)
MANNKIND CORP     NNF1 TH           360.0       (97.0)    (222.5)
MARRIOTT INTL-A   MAR US          6,803.0    (2,537.0)  (1,202.0)
MARRIOTT INTL-A   MAQ TH          6,803.0    (2,537.0)  (1,202.0)
MARRIOTT INTL-A   MAQ GR          6,803.0    (2,537.0)  (1,202.0)
MDC COMM-W/I      MDZ/W CN        1,640.1      (196.6)    (284.0)
MDC PARTNERS-A    MDCA US         1,640.1      (196.6)    (284.0)
MDC PARTNERS-A    MD7A GR         1,640.1      (196.6)    (284.0)
MDC PARTNERS-A    MDZ/A CN        1,640.1      (196.6)    (284.0)
MDC PARTNERS-EXC  MDZ/N CN        1,640.1      (196.6)    (284.0)
MERITOR INC       MTOR US         2,317.0      (570.0)     268.0
MERITOR INC       AID1 GR         2,317.0      (570.0)     268.0
MERRIMACK PHARMA  MP6 GR            158.7      (102.1)      21.0
MERRIMACK PHARMA  MACK US           158.7      (102.1)      21.0
MICHAELS COS INC  MIK US          2,005.0    (2,111.0)     572.0
MICHAELS COS INC  MIM GR          2,005.0    (2,111.0)     572.0
MONEYGRAM INTERN  MGI US          4,578.9      (261.8)     (45.4)
MOODY'S CORP      DUT GR          4,976.0      (146.2)   1,901.1
MOODY'S CORP      DUT TH          4,976.0      (146.2)   1,901.1
MOODY'S CORP      MCOEUR EU       4,976.0      (146.2)   1,901.1
MOODY'S CORP      MCO US          4,976.0      (146.2)   1,901.1
MORGANS HOTEL GR  M1U GR            551.2      (227.4)      38.5
MORGANS HOTEL GR  MHGC US           551.2      (227.4)      38.5
MOXIAN CHINA INC  MOXC US             2.3        (5.4)      (5.8)
MPG OFFICE TRUST  1052394D US     1,280.0      (437.3)       -
NATIONAL CINEMED  NCMI US           991.4      (208.7)      65.2
NATIONAL CINEMED  XWM GR            991.4      (208.7)      65.2
NATURALSHRIMP IN  SHMP US             0.0        (0.1)      (0.1)
NAVISTAR INTL     NAV US          6,785.0    (4,688.0)     844.0
NAVISTAR INTL     IHR GR          6,785.0    (4,688.0)     844.0
NAVISTAR INTL     IHR TH          6,785.0    (4,688.0)     844.0
NEFF CORP-CL A    NEFF US           634.4      (202.7)     (12.8)
NORTHWEST BIO     NWBO US            58.4       (35.0)     (54.2)
NORTHWEST BIO     NBYA GR            58.4       (35.0)     (54.2)
OCATA THERAPEUTI  T2N1 GR             5.7        (2.7)      (0.9)
OCATA THERAPEUTI  OCAT US             5.7        (2.7)      (0.9)
OMEROS CORP       OMER US            11.1       (42.7)      (9.3)
OMEROS CORP       3O8 GR             11.1       (42.7)      (9.3)
OMTHERA PHARMACE  OMTH US            18.3        (8.5)     (12.0)
PALM INC          PALM US         1,007.2        (6.2)     141.7
PATRIOT NATIONAL  PN US             142.1       (28.3)     (30.0)
PBF LOGISTICS LP  PBFX US           402.3      (112.0)      30.1
PBF LOGISTICS LP  11P GR            402.3      (112.0)      30.1
PHILIP MORRIS IN  4I1 TH         33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  PM1 TE         33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  PM FP          33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  PM1EUR EU      33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  PM US          33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  4I1 GR         33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  PMI SW         33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  PM1CHF EU      33,255.0   (12,246.0)    (705.0)
PHILIP MORRIS IN  4I1 QT         33,255.0   (12,246.0)    (705.0)
PLAYBOY ENTERP-A  PLA/A US          165.8       (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US            165.8       (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         1,231.9      (150.1)     241.4
PLY GEM HOLDINGS  PG6 GR          1,231.9      (150.1)     241.4
POLYMER GROUP IN  POLGA US        2,035.2       (23.8)     315.1
POLYMER GROUP-B   POLGB US        2,035.2       (23.8)     315.1
PROTALEX INC      PRTX US             0.6       (11.5)       0.0
PROTECTION ONE    PONE US           562.9       (61.8)      (7.6)
PUREBASE CORP     PUBC US             0.3        (1.0)      (0.3)
QUALITY DISTRIBU  QDZ GR            417.9       (26.9)     110.6
QUALITY DISTRIBU  QLTY US           417.9       (26.9)     110.6
QUINTILES TRANSN  Q US            3,236.7      (612.3)     778.1
QUINTILES TRANSN  QTS GR          3,236.7      (612.3)     778.1
RAYONIER ADV      RYQ GR          1,281.8       (52.6)     179.2
RAYONIER ADV      RYAM US         1,281.8       (52.6)     179.2
REGAL ENTERTAI-A  RGC* MM         2,539.5      (897.3)    (135.6)
REGAL ENTERTAI-A  RGC US          2,539.5      (897.3)    (135.6)
REGAL ENTERTAI-A  RETA GR         2,539.5      (897.3)    (135.6)
RENAISSANCE LEA   RLRN US            57.0       (28.2)     (31.4)
RENTPATH INC      PRM US            208.0       (91.7)       3.6
RETROPHIN INC     17R GR            135.5       (37.3)     (70.2)
RETROPHIN INC     RTRX US           135.5       (37.3)     (70.2)
REVLON INC-A      REV US          1,873.7      (658.9)     315.1
REVLON INC-A      RVL1 GR         1,873.7      (658.9)     315.1
ROUNDY'S INC      4R1 GR          1,119.4       (86.4)      75.2
ROUNDY'S INC      RNDY US         1,119.4       (86.4)      75.2
RURAL/METRO CORP  RURL US           303.7       (92.1)      72.4
RYERSON HOLDING   7RY GR          1,903.2      (135.0)     706.3
RYERSON HOLDING   7RY TH          1,903.2      (135.0)     706.3
RYERSON HOLDING   RYI US          1,903.2      (135.0)     706.3
SALLY BEAUTY HOL  SBH US          2,134.9      (261.0)     766.9
SALLY BEAUTY HOL  S7V GR          2,134.9      (261.0)     766.9
SBA COMM CORP-A   SBAC US         7,527.3    (1,036.8)      38.5
SBA COMM CORP-A   SBACEUR EU      7,527.3    (1,036.8)      38.5
SBA COMM CORP-A   SBJ TH          7,527.3    (1,036.8)      38.5
SBA COMM CORP-A   SBJ GR          7,527.3    (1,036.8)      38.5
SBA COMM CORP-A   SBJ QT          7,527.3    (1,036.8)      38.5
SCIENTIFIC GAM-A  TJW GR          9,703.4      (189.4)     686.9
SCIENTIFIC GAM-A  SGMS US         9,703.4      (189.4)     686.9
SEARS HOLDINGS    SEE TH         13,209.0      (945.0)    (213.0)
SEARS HOLDINGS    SHLD US        13,209.0      (945.0)    (213.0)
SEARS HOLDINGS    SEE GR         13,209.0      (945.0)    (213.0)
SEQUENOM INC      QNMA QT           161.1       (31.2)      65.7
SEQUENOM INC      QNMA TH           161.1       (31.2)      65.7
SEQUENOM INC      SQNM US           161.1       (31.2)      65.7
SEQUENOM INC      QNMA GR           161.1       (31.2)      65.7
SEQUENOM INC      SQNMEUR EU        161.1       (31.2)      65.7
SILVER SPRING NE  SSNI US           548.2      (133.8)      78.4
SILVER SPRING NE  9SI TH            548.2      (133.8)      78.4
SILVER SPRING NE  9SI GR            548.2      (133.8)      78.4
SIRIUS XM CANADA  SIICF US          298.2      (128.5)    (173.7)
SIRIUS XM CANADA  XSR CN            298.2      (128.5)    (173.7)
SONIC CORP        SONCEUR EU        625.8        (0.3)      13.7
SONIC CORP        SONC US           625.8        (0.3)      13.7
SONIC CORP        SO4 GR            625.8        (0.3)      13.7
SPORTSMAN'S WARE  SPWH US           270.7       (31.3)      86.4
SPORTSMAN'S WARE  06S GR            270.7       (31.3)      86.4
SUPERVALU INC     SVU US          4,485.0      (636.0)     167.0
SUPERVALU INC     SJ1 TH          4,485.0      (636.0)     167.0
SUPERVALU INC     SJ1 GR          4,485.0      (636.0)     167.0
SYNERGY PHARMACE  SGYPEUR EU        213.3        (5.2)     181.9
SYNERGY PHARMACE  SGYP US           213.3        (5.2)     181.9
SYNERGY PHARMACE  SGYP GR           213.3        (5.2)     181.9
THERAVANCE        THRX US           488.7      (260.1)     251.6
THERAVANCE        HVE GR            488.7      (260.1)     251.6
THRESHOLD PHARMA  NZW1 GR            88.0       (19.9)      53.1
THRESHOLD PHARMA  THLD US            88.0       (19.9)      53.1
TRANSDIGM GROUP   T7D GR          7,226.2    (1,326.2)     853.8
TRANSDIGM GROUP   TDG US          7,226.2    (1,326.2)     853.8
TRINET GROUP INC  TN3 GR          1,620.2       (15.1)      15.2
TRINET GROUP INC  TNET US         1,620.2       (15.1)      15.2
TRINET GROUP INC  TN3 TH          1,620.2       (15.1)      15.2
TRINET GROUP INC  TNETEUR EU      1,620.2       (15.1)      15.2
TRYCERA FINANCIA  TRYF US             0.0        (3.3)      (3.2)
UNILIFE CORP      4UL TH             86.4       (19.9)       2.4
UNILIFE CORP      UNIS US            86.4       (19.9)       2.4
UNISYS CORP       UIS US          2,131.5    (1,421.3)     242.8
UNISYS CORP       UIS1 SW         2,131.5    (1,421.3)     242.8
UNISYS CORP       UISCHF EU       2,131.5    (1,421.3)     242.8
UNISYS CORP       USY1 GR         2,131.5    (1,421.3)     242.8
UNISYS CORP       UISEUR EU       2,131.5    (1,421.3)     242.8
UNISYS CORP       USY1 TH         2,131.5    (1,421.3)     242.8
VENOCO INC        VQ US             616.3       (19.8)      46.7
VERISIGN INC      VRSN US         2,607.7      (947.9)      17.8
VERISIGN INC      VRS TH          2,607.7      (947.9)      17.8
VERISIGN INC      VRS GR          2,607.7      (947.9)      17.8
VERIZON TELEMATI  HUTC US           110.2      (101.6)    (113.8)
VIKING THERAPEUT  1VT GR              3.0       (22.1)     (21.7)
VIRGIN MOBILE-A   VM US             307.4      (244.2)    (138.3)
WEIGHT WATCHERS   WTW US          1,515.2    (1,384.3)      50.7
WEIGHT WATCHERS   WTWEUR EU       1,515.2    (1,384.3)      50.7
WEIGHT WATCHERS   WW6 GR          1,515.2    (1,384.3)      50.7
WEIGHT WATCHERS   WW6 TH          1,515.2    (1,384.3)      50.7
WEST CORP         WSTC US         3,546.2      (647.7)     247.3
WEST CORP         WT2 GR          3,546.2      (647.7)     247.3
WESTERN REFINING  WR2 GR            378.3       (27.1)      50.1
WESTERN REFINING  WNRL US           378.3       (27.1)      50.1
WESTMORELAND COA  WME GR          1,829.7      (388.7)      59.0
WESTMORELAND COA  WLB US          1,829.7      (388.7)      59.0
WESTMORELAND RES  2OR1 GR           204.0       (14.2)     (57.7)
WESTMORELAND RES  WMLP US           204.0       (14.2)     (57.7)
WYNN RESORTS LTD  WYR GR          9,151.7      (147.2)   1,135.3
WYNN RESORTS LTD  WYR QT          9,151.7      (147.2)   1,135.3
WYNN RESORTS LTD  WYNN* MM        9,151.7      (147.2)   1,135.3
WYNN RESORTS LTD  WYR TH          9,151.7      (147.2)   1,135.3
WYNN RESORTS LTD  WYNN US         9,151.7      (147.2)   1,135.3
WYNN RESORTS LTD  WYNN SW         9,151.7      (147.2)   1,135.3
XERIUM TECHNOLOG  XRM US            594.0       (74.1)      97.7
XERIUM TECHNOLOG  TXRN GR           594.0       (74.1)      97.7
YRC WORLDWIDE IN  YEL1 GR         1,966.2      (479.7)     148.7
YRC WORLDWIDE IN  YEL1 TH         1,966.2      (479.7)     148.7
YRC WORLDWIDE IN  YRCW US         1,966.2      (479.7)     148.7


                            *********

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 ***