TCR_Public/150521.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 21, 2015, Vol. 19, No. 141

                            Headlines

1058 SOUTHERN: Sells Real Property to C and J for $15.15 Million
315 W 35TH ASSOCIATES: Creditor Opposes Marcus & Millichap Hiring
315 W 35TH ASSOCIATES: Creditors Wants Graubard Hiring Deferred
ABC SPA'S OF ARIZONA: Voluntary Chapter 11 Case Summary
ACCO BRANDS: Fitch Affirms 'BB' IDR, Outlook Stable

AEREO INC: Liquidating Plan Slated for June 8 Confirmation
AGRIPROCESSORS INC: Trustee Wins Clawback Suit Against Luana Bank
ALLY FINANCIAL: DBRS Hikes Issuer and LT Debt Ratings to 'BB'
AMERICAN POWER: Delays March 31 Form 10-Q
AMERICAN RESOURCES: A.M. Best Affirms 'B' Finc'l Strength Rating

ARCAPITA BANK: Committee Suits v. BisB & Tadhamon Dismissed
ARCHDIOCESE OF ST. PAUL: U.S. Trustee Forms Parish Creditors Panel
AURORA DIAGNOSTICS: Needs More Time to File March 31 Form 10-Q
AZIZ CONVENIENCE STORES: Can Continue Using Cash Collateral
AZIZ CONVENIENCE STORES: Seeks to Sell Assets for $28 Million

BANK OF AMERICA: Fitch Raises Preferred Stock Rating to 'BB+'
BASS PRO: S&P Affirms 'BB-' CCR & Rates $1.74BB Term Loan 'BB-'
BBB LLC: Case Summary & 7 Largest Unsecured Creditors
CAL DIVE: Cross & Simon, Lugenbuhl File Rule 2019 Statement
CAPSTONE LOGISTICS: S&P Cuts CCR to B- & 1st Lien Debt Rating to B-

CATASYS INC: Posts $433,000 Total Revenues in First Quarter
CLOUDEEVA INC: Successor Trustee Keeps Chrysalis as Advisor
COLT DEFENSE: S&P Lowers CCR to 'D' on Missed Interest Payment
COLT DEFENSE: Scott Anderson Quits as Interim COO
CORD BLOOD: Red Oak Partners Reports 29.9% Stake as of May 12

CREEKSIDE ASSOCIATES: Plan Slated for June 10 Confirmation
CROSBY NATIONAL: Hires Quilling Selander as General Counsel
CROSBY NATIONAL: Taps Anderson Tobin as Special Conflicts Counsel
CWGS ENTERPRISES: S&P Affirms 'B+' CCR, Outlook Positive
DANDRIT BIOTECH: Reports $1.25 Million Net Loss in First Quarter

DENDREON CORP: Files 2nd Amended Ch. 11 Liquidation Plan
DRD TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
DYNCORP INT'L: Moody's Cuts CFR to Caa2, Outlook Negative
ECOSPHERE TECHNOLOGIES: Brisben Reports 24.2% Stake as of May 8
EL PASO CHILDREN'S: Case Summary & 30 Top Unsecured Creditors

EMMAUS LIFE: Delays Form 10-Q for First Quarter
ENDEAVOUR INT'L: Blackstone to Provide U.S. Assets Sale Work
ENERGY FUTURE: Proposed Plan Timetable Facing Objections
ENERGY TRANSFER: Fitch Rates Sr. Secured Notes Due 2027 'BB+'
ENERGY TRANSFER: S&P Assigns 'BB' Rating on Sr. Secured Notes

EP ENERGY: S&P Assigns 'B' Rating on $800MM Sr. Unsecured Notes
EPICOR SOFTWARE: Moody's Lowers CFR to B3, Outlook Stable
ESTERLITA CORTES TAPANG: Court Values Property at $1,148,785
FAMILY CHRISTIAN: To Hold Auction for Assets May 21
FORESTRY MUTUAL: A.M. Best Raises Finc'l Strength Rating to 'B+'

FRESH PRODUCE: Alliance Management Approved as Financial Advisor
FRESH PRODUCE: Brownstein Hyatt Approved as Bankruptcy Counsel
GBG RANCH: Examiner Seeks 3rd Extension of Claims Report Filing
GENERAL STEEL: Needs More Time to File Q1 Form 10-Q
GLOBAL COMPUTER: Qwest Opposes Structured Dismissal

GOOD SAMARITAN HOSP.: S&P Ups 1991 Revenue Bonds Rating to 'BB+'
GREAT PLAINS: Court Dismisses Bid to Approve Sixth Amended Plan
GUIDED THERAPEUTICS: David Musket Reports 7% Stake as of Dec. 16
HIPCRICKET INC: Ch. 11 Plan Declared Effective
HIPCRICKET INC: Seeks Termination of 401(k) Plan

INFORMATICA CORP: S&P Assigns Prelim. 'B' CCR, Outlook Negative
ION GEOPHYSICAL: Moody's Lowers CFR to Caa2, Outlook Negative
IRONSTONE GROUP: Needs More Time to File Q1 Form 10-Q
JETBLUE AIRWAYS: S&P Raises CCR to 'B+', Outlook Stable
JULIE LEE KESTNER: Counsel Wins Partial Approval of Fee Bid

KARMALOOP INC: Capstone's Brian Davies Okayed as CRO
KARMALOOP INC: Rust Consulting Approved as Administrative Agent
KARMALOOP INC: Womble Carlyle Approved as Bankruptcy Counsel
KINGSTONE COMPANIES: A.M. Best Lifts Issuer Credit Rating to 'bb'
LAKELAND INDUSTRIES: Posts $8.39 Million Net Income in Fiscal 2015

LANCER FINANCE: Moody's Cuts 2016 Sr. Secured Global Notes to Ca
LAUREL CANYON: Voluntary Chapter 11 Case Summary
LEHI ROLLER: EEOC Can't Add KEB as Defendant, Court Says
LIFE PARTNERS: Affiliates' Case Summary & 30 Unsecured Creditors
LIFE PARTNERS: Subsidiaries File Voluntary Bankruptcy Petitions

LIFE TIME: Moody's Assigns 'B2' CFR & Rates 2022 Secured Loan 'B1'
LIME ENERGY: Posts $2.4 Million Net Loss in First Quarter
LLRIG TWO: May 27 Plan Confirmation Hearing Set
LOS GATOS HOTEL: Deadline to Pursue Suits Extended to April 2016
LOS GATOS HOTEL: Noteholder's Plan Disclosures Hearing May 28

LSI RETAIL: U.S. Trustee Unabe to Form Creditors Committee
MAGNETATION LLC: S&P Lowers CCR to 'D' on Chapter 11 Filing
MAUI LAND: Posts $1.09-Mil. Net Loss for March 31 Quarter
MERIT LIFE: A.M. Best Affirms 'B' Financial Strength Rating
MT MOORE: Case Summary & 4 Largest Unsecured Creditors

NATIVE ENERGY FARMS: Seeks Approval of Reorganization Plan
NEIL ST. JOHN RAYMOND: Court Rules on Bid to Dismiss Suit
NEPHROS INC: Agrees to Sell 1.8 Million Units
NET TALK.COM: Incurs $556K Net Loss in First Quarter
NEW ENGLAND COMPOUNDING: Bankruptcy Judge Approves Chapter 11 Plan

NORTH AMERICAN FINANCIAL: DBRS Confirms Pfd-4 Rating on Pref Shares
NORTH CAROLINA MUTUAL: A.M. Best Hikes Issuer Credit Rating to bb+
NOVELIS INC: Moody's Assigns Ba2 Rating to New $1.8BB Term Loan
NOVELIS INC: S&P Affirms 'B+' LT CCR & Rates New Term Loan 'BB'
OLLIE'S HOLDINGS: Moody's Says Proposed Dividend is Credit Negative

ONE SOURCE: Mercedes-Benz Wants Adequate Protection on Vehicle
ONE SOURCE: TD Auto Finance Wants Adequate Protection
PAR PHARMACEUTICAL: Moody's Reviews 'B2' CFR for Upgrade
PARAGON SHIPPING: Receives Nasdaq Listing Non-Compliance Notice
PARK FLETCHER: May 21 Final Hearing on Cash Collateral Access

PFS HOLDING: Moody's Affirms B3 CFR & Alters Outlook to Negative
PILGRIM'S PRIDE: S&P Raises CCR to 'BB+', Outlook Positive
PLANTRONICS INC: Moody's Assigns 'Ba2' Corporate Family Rating
QUICKSILVER RESOURCES: Creditors' Panel Hires Capstone as Advisor
QUICKSILVER RESOURCES: Deloitte's John Little Approved as SAO

QUICKSILVER RESOURCES: Panel Hires Moelis as Investment Banker
RANCH 967: Aegis Group Approved to Give Appraisal of Primary Asset
RESTORGENEX CORP: Posts $3.51 Million Net Loss in First Quarter
RIENZI & SONS: Committee Defends Retention of CBIZ
RIENZI & SONS: Funaro & Co. Approved as Accountants

RIENZI & SONS: Klestadt Winters Approved as Committee Counsel
RIENZI & SONS: Wants July 24 Fixed as General Claims Bar Date
ROADRUNNER ENTERPRISES: Bank Seeks to Foreclose on Va. Properties
SAN JUAN RESORT: Luis R. Carrasquillo OK'd as Financial Consultant
SPIRE CORP: Delays Q1 Form 10-Q Over Liquidity Issues

SPROUTS FARMERS: S&P Affirms 'BB' CCR Then Withdraws Rating
SYNIVERSE HOLDINGS: S&P Lowers CCR to 'B', Off Credit Watch
TRANS ENERGY: Needs More Time to File Form 10-Q
VARSITY BRANDS: S&P Retains 'B+' Rating on 1st Lien Term Loan
VISCOUNT SYSTEMS: Delays First Quarter Form 10-Q

VUZIX CORP: Swings to $5.09M Loss in First Quarter
WHITTEN FOUNDATION: Has Final Nod to Use Iberia Cash Collateral
XTREME POWER: Court Enters Final Decree Closing Affiliates' Cases
[*] Fitch: US Timeshare ABS Delinquencies Stable in 2015 1st Qtr.
[^] Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

1058 SOUTHERN: Sells Real Property to C and J for $15.15 Million
----------------------------------------------------------------
U.S. Bankruptcy Judge Robert E. Gerber has authorized 1058 Southern
Blvd. Realty Corp. to sell its real estate property to C and J
Brothers, Inc.  David R. Maltz & Co., Inc., conducted a public sale
of the property on Feb. 12, 2015 at New York LaGuardia Airport
Marriot Hotel, 102-05 Ditmars Boulevard, East Elmhurst, NY 11369.
C and J Brothers, or its designee or assignee was the the party
determined by the Debtor to be the highest and best offeror for the
real property for $15.15 million.

                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.



315 W 35TH ASSOCIATES: Creditor Opposes Marcus & Millichap Hiring
-----------------------------------------------------------------
315 W 35th Associates LLC is seeking approval to hire Marcus &
Millichap Real Estate Investments Services of New York as exclusive
real estate broker, nunc pro tunc to April 8, 2015.

According to the Debtor, Marcus & Millichap will receive a
brokerage commission of 2.25% of the gross selling price of the
Debtor's property located at 315 West 35th Street, New York City.

Secured creditor Mazel 315 West 35th LLC has objected to the
application, stating that as of the Petition Date, the Debtor
asserted that it had procured a buyer willing to pay $40,000,000
for Debtor's only asset, real property commonly known as 315 West
35th Street, New York City.

Mazel points out that the Debtor, in the application, claimed that
it needed to hire the same real estate broker that failed to
procure a ready, willing and able buyer for nearly two years
preceding the Petition Date in order to market the property anew.
"Thus, the application confirmed that Debtor filed the case in bad
faith, misrepresented the status of its efforts to sell the
property in its Petition, and is intent on engaging in dilatory
tactics to delay the inevitable foreclosure sale that was ordered
in New York Supreme Court and scheduled for the day after Debtor's
Petition to commence the case," Mazel tells the Court.

                    About 315 W 35th Associates

315 W 35th Associates LLC, owner of a parcel of real estate located
at 315 West 35th Street, New York, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10877) on
April 8, 2015.  

The Debtor, a Single Asset Real Estate, says the property is worth
$40 million.  Its liabilities total $30.7 million.

The Debtor tapped M. David Graubard, Esq., at Kera & Graubard, in
New York, as bankruptcy counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 6, 2015.



315 W 35TH ASSOCIATES: Creditors Wants Graubard Hiring Deferred
---------------------------------------------------------------
315 W 35th Associates LLC filed an application to employ Kera &
Graubard, Esq., as counsel nunc pro tunc to April 8, 2015.

The hourly rate of M. David Graubard and his partner is $400.
Michael Sorotzkin, manager of the Debtor, agreed to pay the
retainer fee of $25,000.

Secured creditor Mazel 315 West 35th LLC objected to the
application, stating that the Court must first decide on its motion
to dismiss the case before addressing the application because the
dismissal of this case moots the application.  The Lender's motion
to dismiss is scheduled for oral argument on May 28.

The Secured Creditor is represented by:

         Stephen B. Meister, Esq.
         Christopher J. Major, Esq.
         Kevin A. Fritz, Esq.
         MEISTER SEELIG & FEIN LLP
         125 Park Avenue, 7th Floor
         New York, NY 10017
         Tel: (212) 655-3500
         Fax: (212) 655-3535

                    About 315 W 35th Associates

315 W 35th Associates LLC, owner of a parcel of real estate located
at 315 West 35th Street, New York, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10877) on
April 8, 2015.  

The Debtor, a Single Asset Real Estate, says the property is worth
$40 million.  Its liabilities total $30.7 million.

The Debtor tapped M. David Graubard, Esq., at Kera & Graubard, in
New York, as bankruptcy counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 6, 2015.



ABC SPA'S OF ARIZONA: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: ABC Spa's of Arizona, LLC
        8718 E Shea Blvd.
        Scottsdale, AZ 85260

Case No.: 15-06202

Chapter 11 Petition Date: May 19, 2015

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

Debtor's Counsel: John C Smith, Esq.
                  GERALD K SMITH & JOHN C SMITH LAW OFFICE
                  6720 E Camino Principal, Ste. 203
                  Tucson, AZ 85715
                  Tel: 520-722-1605
                  Fax: 520-722-9096
                  Email: john@smithandsmithpllc.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Carole S. Myers, CFO.

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


ACCO BRANDS: Fitch Affirms 'BB' IDR, Outlook Stable
---------------------------------------------------
Fitch Ratings has affirmed the ratings for ACCO Brands
Corporation's Issuer Default Rating (IDR) at 'BB' and assigned
Recovery Ratings (RR) to the individual facilities.  The assignment
of the RRs reflects 'Recovery Ratings and Notching Criteria for
Non-Financial Corporates Issuers' criteria dated
Nov. 18, 2014, which allows for the assignment of RRs for issuers
with IDRs in the 'BB' category.

ASSUMPTIONS

Revenue declines in the 10% range this year were driven by negative
organic growth in the 4%-7% range and negative foreign exchange
translation.  In 2016, with easier comps, and translation expected
to be less of an issue, pressure from the potential Staples
Inc./Office Depot, Inc. merger slated for late 2015 moves to the
forefront with ACCO's sales expected to decline in the 2% range.

EBITDA is roughly flat at $225 million in the next two years from
$252 million in 2014 despite a meaningful amount of sales
deleverage in 2015.  The company has a very solid track record in
cutting costs and should deliver the $30 million it guided toward
this year, providing some offset to top-line declines.

Free cash flow (FCF) is expected to be in the $140 million range.
While the company indicated that it would use more of its FCF for
share repurchases this year, Fitch expects that a meaningful
portion will also be used to reduce debt.  The company is mindful
of the potential pressure to revenues and is expected to
proactively manage its debt balances to maintain its current 3x
leverage profile.

KEY RATING DRIVERS

Negative Organic Growth Likely

ACCO has had negative organic growth in 23 of 32 quarters.  Organic
growth has been variable between positive 4% to negative 21%.  The
negative trend results from being a large participant in a cyclical
sector that is also experiencing slow secular declines due to a
shift towards digital technologies from both a product and channel
perspective.  Fitch estimates that at least 15% of ACCO's product
lines are undergoing slow secular decline.  The bulk of this is in
the paper-based time-management products such as DayTimer/DayRunner
and a portion of computer accessories related to the PC.

The cyclical aspect of the industry will move up front this year.
ACCO's international markets represent more than 30% of revenues.
These markets had provided 1% to 2% or organic growth over the past
two years.  However, fast-growing emerging countries such as Brazil
(9% of 2014's revenues), have weakened and their currencies have
meaningfully depreciated against the U.S. dollar.  ACCO and other
U.S. multinationals have responded with pricing initiatives and
have seen volumes decline as a result.  In ACCO's case an overall
4% price increase in the first quarter of 2015 was met with a 17%
volume/mix decline and a negative 12% organic growth. Fitch expects
the pressure on organic growth to continue as the current factors
are not likely to ease this year.  Fitch anticipates that ACCO will
have negative organic growth of 4%-7% in 2015, driven mainly by
international markets and mirroring the first quarter.

Meaningful Exposure to Struggling Channel

ACCO has a material exposure to the office supply store (OSS)
channel, which accounted for approximately 24% of 2014's $1.7
billion in revenues.  The organic growth discussion above, excluded
the impact of the OfficeMax, Inc./Office Depot, Inc. merger last
year.  Store closure and inventory adjustments by the merged entity
reduced ACCO's sales by $40 million or more than 2% and which
should continue into 2015.

Last year, Fitch had projected that the OSS channel would reduce
its overall square footage from 2012 to 2015 by 20% and that by the
end of 2015, much of the store-base right-sizing should be
accomplished, likely leaving the slow secular declines as the
remaining issue after 2015.  The store base could potentially
decline further in 2016.  In February 2014, Staples announced that
it would merge with Office Depot, Inc. at the end of 2015 pending
regulatory and other approvals.  If the merger is approved,
pressure on ACCO's revenues will continue into 2016 as this $43
billion company is likely to pull back on orders and/or close some
of its combined 4,400 stores and distribution centers to right-size
its organization.

Strong FCF Despite Headwinds

The company has generated positive FCF every year since 2007,
except for 2012, when the company had approximately $78 million in
transaction and refinancing fees related to the Mead acquisition.
Excluding the fees, 2012's reported -$8 million in FCF would have
continued to demonstrate the company's strong FCF generation
despite secular headwinds.  Importantly, company has an excellent
track record in meeting its public FCF goals.  Fitch expects annual
FCF of approximately $140 million over the next two years.

Cost Structure Flexibility

ACCO has maintained a solid grip on its cost structure and improved
profitability despite negative or limited organic growth. Further,
the company has and is likely to continue exiting unprofitable
business lines and relationships.  As a result, EBITDA margins
steadily increased from 9% in 2008 to almost 12% by 2011.  Then,
through the highly accretive acquisition of MeadWestvaco
Corporation's Consumer & Office Products division (Mead) in May
2012, margin growth accelerated even further to more than 15% in
2014.  Fitch expects EBITDA margins to improve modestly in 2015
with $30 million in cost savings this year.

Consolidator Strategy

ACCO intends to be a leader in this consolidating industry.  Fitch
expects the company will focus on accretive acquisitions to reduce
costs with a positive benefit to profitability and FCF.  However,
this will result in periodic increases in leverage.  Fitch does not
expect a negative rating impact as long as management focuses on
reducing debt to return leverage to below 4x in 12 - 18 months post
acquisition.  This was observed in the transformative Mead
acquisition where leverage increased to 4.7x in 2012 but was 3.6x
by the end of 2013.

Improving Credit Protection Measures

Leverage, FCF, and margins have improved, supporting good liquidity
and access to the capital markets despite near-term increases in
business model risk.  Fitch views the company's focus on
maintaining strong metrics and directing a meaningful portion of
its FCF to debt reduction as supportive of the rating in the near
term.  ACCO's leverage was 3.2x at the end of 2014, and the company
plans to further reduce debt ahead of potential top-line pressure
if or when Staples, Inc. and Office Depot, Inc. merge late this
year.  The company's covenant cushion is ample and financial
flexibility high.

Ample Liquidity, Modest Maturities

ACCO had good liquidity of approximately $360 million at March 31,
2015 on a pro forma basis to include its recently upsized revolving
credit agreement which went to $250 million from $300 million on
April 28, 2015.  The maturity date on both the revolver and its
restated $300 million Term A loans were extended out by two years
to 2020.  Liquidity should be buttressed by about $140 million in
annual FCF in 2015 and 2016.  Fitch expects a meaningful portion
will be directed toward debt reduction. Required debt amortization
is modest through 2018 at less than $60 million annually.

RATING SENSITIVITIES

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

   -- An upgrade beyond the 'BB' range is possible if the company
      makes favorable acquisitions that change its business mix or

      model to one with less cyclical or higher growth prospects
      while maintaining current credit metrics and FCF
      characteristics.  However, an upgrade is not anticipated in
      the near term given existing business model issues.

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

   -- Inability of the company to cut costs to offset the impact
      of declining sales and maintain current credit protection
      measures and cash flows.

   -- Additionally sustaining gross leverage at or above 4x at
      year end - roughly the company's bank covenant level - and
      FCF of less than $100 million.  The company has maintained
      FCF in the $140 million range since markedly increasing its
      scale with the MeadWestvaco acquisition.  FCF below $100
      million would be a significant enough decline to prompt
      concern.

   -- A large debt-financed acquisition without a concrete plan to

      reduce debt meaningfully in the 4x range in the 12-18 month
      time frame could lead to a negative rating action.

Fitch affirms and assigns these Recovery Ratings as:

   -- Long-term Issuer Default Rating (IDR) at 'BB';

   -- $300 million senior secured revolving credit facility due
      April 2020 at 'BB+/RR1';

   -- $300 million senior secured Term Loan A due April 2020
      at 'BB+/RR1';

   -- $500 million senior unsecured 6.75% notes due April 2020
      at 'BB/RR4'.

The bank revolving credit facility, Term Loan A, and the senior
unsecured notes are guaranteed by domestic (mostly Delaware and
Nevada) subsidiaries.

The Rating Outlook is Stable.



AEREO INC: Liquidating Plan Slated for June 8 Confirmation
----------------------------------------------------------
Defunct TV-streaming service provider Aereo Inc., which has reached
a settlement with major broadcasters, is slated to seek
confirmation of its liquidating plan on June 8, 2015.

On May 8, 2015, Judge Sean H. Lane approved the disclosure
statement explaining the Plan and set this schedule:

  * The record date for determining the holders of claims and
interests entitled to vote to accept or reject the Plan is May 7,
2015, at 5:00 p.m. (Eastern Time).

  * Before May 8, the Debtor, through the voting agent, will
commence mailing the solicitation materials and notices.

  * The date by which all ballots cast to accept or reject the Plan
must be received by the voting agent is June 1 at 5:00 p.m.
(Eastern Time).

  * The deadline for filing objections to confirmation of the Plan
will be June 1 at 4:00 p.m. (Eastern Time).

  * The hearing to consider confirmation of the Plan will be held
on June 8 at 2:00 p.m. (Eastern Time).

On March 25, the United States Trustee filed documents opposing
approval of the Disclosure Statement on grounds that it contained
inadequate information concerning the dispute with Broadcasters.

The Debtor on April 24, filed amendments to its proposed Chapter 11
plan and disclosure statement to include the Debtor's settlement
with TV broadcasters.

Aereo was a startup that grabbed over-the-air TV signals and
streamed them over the Internet to subscribers who paid $8 to $12 a
month.  Beginning in March 2012, shortly after the Debtor began
operating in New York, several major television broadcasting
networks, including ABC, CBS, NBC and other broadcasters, commenced
actions to stop Aereo's services on grounds that such transmissions
were public performances under the Copyright Act.  In June, the
Supreme Court ruled in favor of the broadcasters, forcing Aereo to
go out of business.

The Broadcasters filed proofs of claim against the Debtor totaling
in aggregate over $99 million, based upon the SDNY Copyright Case,
in which a preliminary injunction has been entered, and the Utah
Copyright Case, which is on appeal.  If allowed at the asserted
amounts, the other holders of general unsecured claims would have
received a negligible recovery.

The Debtor commenced adversary proceedings against the Broadcasters
to assert claims for (i) violation of the antitrust laws of the
state of New York, (ii) tortious interference with economic
advantage, and (iii) equitable subordination of the Broadcasters'
claims under Sections 510(c)(1) and 105(a) of the Bankruptcy Code.
The Debtor requested relief in the form of a permanent injunction,
damages, and subordination of the Broadcasters' claims.

Despite the Broadcasters' view that the complaint was without
merit, the Broadcasters and the Creditors Committee understood that
given the Debtor's limited resources, a settlement over treatment
of the Broadcaster Claims was crucial to maximize recoveries for
all unsecured creditor constituencies.

On April 20, 2015, the Debtor and the Creditors Committee filed a
motion seeking approval of a settlement agreement with the
Broadcasters.  Among other things, the Settlement resolves the SDNY
Copyright Case, the Utah Copyright Case, and the Adversary
Proceeding.

Under the terms of the Settlement, although the Broadcaster Claims
are allowed in full in their filed amounts, the Debtor is required
to pay to the Broadcasters the aggregate sum of $950,000 in full
and final satisfaction of the Broadcasters' Claims, leaving all
Estate funds remaining after satisfying secured and priority claims
for the benefit of the other holders of General Unsecured Claims.

Additionally, under the Settlement, the parties (i) will take all
necessary steps to obtain the entry of consent judgments and
permanent injunctions with respect to (a) the SDNY Copyright
Litigation and (b) the Utah Copyright Case, and (ii) will seek to
dismiss with prejudice all other pending actions or requests for
relief between the Debtor and the Broadcasters before the United
States Court of Appeals for the Tenth Circuit, United States
District Court for the Southern District of New York and the United
States Bankruptcy Court for the Southern District of New York,
including the Adversary Proceeding.

In the absence of the Settlement, there is a likelihood of
expensive, protracted litigation that will likely consume the
Debtor's limited remaining funds and prevent confirmation of a plan
for an unknown period.

The Broadcasters vigorously dispute the allegations made in the
Adversary Proceeding and have stated that they intend to move to
dismiss the Adversary Proceeding for, among other reasons, that the
alleged claims stated therein are barred under the Noerr-Pennington
doctrine established in E. R.R. Presidents Conference v. Noerr
Motor Freight, Inc., 365 U.S. 127 (1961), and Mine Workers v.
Pennington, 381 U.S. 657 (1965).  The Broadcasters also contend
that litigation privilege protects the conduct complained of in the
Adversary Proceeding.  The Debtor and the Committee believe that
neither defense would prevail, but agree that litigation as to
those issues would be expensive, protracted and of uncertain
result.  

Absent the Settlement, the Broadcasters believe that they would
have been entitled to receive over 90% of the Debtor's assets
available for distribution to creditors.  The Broadcasters have
agreed to accept substantially less than their pro rata share of
available assets in exchange for, among other things, the Debtor's
agreement to pay the Broadcasters immediately upon approval of the
Settlement.  As a result of this compromise, the Debtor's remaining
funds, estimated, after deducting estimated costs and expenses of
winding down the Estate, to be $811,000, will be available for
distribution to other unsecured creditors, thereby providing those
other creditors, which hold claims approximating $7.5 million, with
the opportunity for a meaningful recovery without further expensive
litigation.

The Plan proposes to treat claims and interests as follows:

   -- Administrative claims, fee claims of professionals, priority
tax claims and remaining secured claims will be paid in full.
Estimated recovery: 100%

   -- Holders of unsecured claims in an amount of $1,000 or less
(convenience claims) will be paid the full amount of their claims.
Estimated recovery: 100%

   -- Holders of general unsecured claim each greater than $1,000
will split the $811,000unsecured allocation.  Estimated recovery:
10.7%

   -- Holders of equity interests are not expected to receive
anything.  Estimated recovery: 0%

Only holders of general unsecured claims each greater than $1,000
are entitled to vote on the Plan.

A copy of the Amended Disclosure Statement filed April 24, 2015, is
available for free at:

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

                         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.


AGRIPROCESSORS INC: Trustee Wins Clawback Suit Against Luana Bank
-----------------------------------------------------------------
Bankruptcy Judge Thad J. Collins allowed the trustee for
Agriprocessors, Inc., to avoid and recover from Luana Savings Bank
preferential transfers in the case captioned JOSEPH E. SARACHEK, In
his capacity as CHAPTER 7 TRUSTEE, Plaintiff, v. LUANA SAVINGS
BANK, Defendant, ADVERSARY NO. 10-9234 (Bankr. N.D. Iowa).

The Chapter 7 Trustee filed an adversary action against Luana
Savings Bank, alleging that the latter received preferential
transfers from the Debtor, Agriprocessors, Inc. totaling
$5,134,582.68.

After a careful review of the trial record, Judge Collins found
that the Trustee is entitled to avoid and recover $1,556,782.89 of
preferential transfers from the Debtor to the Bank.  This was the
computation of the "true overdraft" which had greater support in
the record, according to the Court.

A copy of the April 20, 2015 memorandum and order is available at
http://is.gd/SJWx7zfrom Leagle.com.

                    About Agriprocessors, Inc.

Agriprocessors, Inc. owned and operated one of the nation's largest
kosher meatpacking and food-processing facilities in Postville,
Iowa.  On November 4, 2008, it filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 08-47472) in the Bankruptcy Court for the Eastern
District of New York.  Joseph E. Sarachek was appointed as the
Chapter 11 trustee.  The case was transferred to the Bankruptcy
Court for the Northern District of Iowa (Bankr. N.D. Iowa Case No.
08-02751) on December 15, 2008.  Upon the trustee's motion, the
case was converted to a Chapter 7 bankruptcy.  The U.S. Trustee for
this region retained Mr. Sarachek as the Chapter 7 Trustee.

Agriprocessors filed for bankruptcy following a raid by immigration
authorities in May 2008 on the plant in Postville, Iowa, where 389
workers were arrested for having forged immigration documents.  The
raid led to numerous federal criminal charges, including a
high-profile case against Agriprocessors' President, Sholom
Rubashkin.  

Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash,
represented the Company in its Chapter 11 effort.  The Debtor
estimated assets and debts of $100 million to $500 million in its
Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.


ALLY FINANCIAL: DBRS Hikes Issuer and LT Debt Ratings to 'BB'
-------------------------------------------------------------
DBRS Inc. has upgraded the Issuer and Long-Term debt ratings of
Ally Financial Inc. to BB (high) from BB.  Concurrently, the
Short-Term Instruments rating was confirmed at R-4. The trend on
all ratings is Positive.  This rating action follows a detailed
review of the Company's operating results, financial fundamentals
and future prospects.

The rating action reflects the sustained improvement in
profitability achieved by Ally, the strengthening funding profile,
and improving capital structure.  Moreover, the ratings reflect the
Company's strong franchise, well-managed liquidity and sound risk
management and servicing capabilities.  However, Ally's focus on
the U.S. auto market and reliance on wholesale funding remain
constraints on the ratings over the longer-term.

The Positive trend reflects DBRS's expectations that over the next
12 to 18 months that Ally's financial performance will continue to
improve supported by sound U.S. auto sales volumes, continued
rationalization of the cost base, and additional actions by the
Company to address legacy high cost debt.  DBRS also sees earnings
benefiting from the Company's continuing shift towards a more
bank-centric model with increasing origination volumes financed by
Ally Bank's (the Bank) low-cost deposit base.  The Positive trend
also considers that Ally's broad product offering, deep industry
knowledge and dealer-focused business model will allow the Company
to successfully execute on its strategy of growing non-GM/Chrysler
origination volumes.  Nevertheless, should the expansion into these
growth channels and new products materially alter the risk profile
of the balance sheet positive ratings momentum could stall or
potentially reverse.  Moreover, the resiliency of the retail direct
deposit base in a rising rate or otherwise disrupted environment
will be a key consideration for the ratings over the
near-to-medium-term.

Ally's leading U.S. auto finance franchise and top-tier direct
banking franchise remain key factors underpinning the ratings.  The
Company's long operating history in the auto finance space, broad
range of products, dealer focus, and seasoned management team
contribute to Company's leading market position.  According to
Experian, Ally is the number two U.S. retail auto lender by market
share supported by a number three position in used vehicle retail
lending and number four in new retail lending.  DBRS notes that
Ally is the leading non-captive new retail lender in the U.S. and
is the leading lender in U.S. dealer floor plan.

While replacing the loss of GM subvented leasing volumes (23% of
2014 origination volumes) is a near-term challenge, DBRS sees
Ally's progress to date in diversifying its originations by channel
as demonstrating the strength of the franchise.  Of significance,
DBRS sees good opportunities for Ally to continue to broaden its
presence in this channel with only 26% of growth channel dealers
selling five or more contracts a month to Ally in 1Q15.

Importantly for the ratings, DBRS sees Ally's improved earnings
generation as sustainable.  For 2014, Ally reported net income of
$1.15 billion, up from $361 million the year prior.  The positive
momentum carried into 1Q15 with Ally generating $490 million of
core income, up 45% year-on-year.  With additional liability
management actions expected in 2015 and 2016 as well as lease
yields expected to stabilize, DBRS sees NIM as improving through
2015, albeit at a modest pace.

Operating efficiency has benefited from the Company's efforts to
remove costs including those associated with legacy businesses.  As
a result, the Company's operating efficiency ratio has improved to
48% in 1Q15.  DBRS expects further cost removal actions over the
near-term which should continue to support positive operating
leverage and profitability.

Expanding revenues and the removal of controllable expenses has
underpinned an improvement in Ally's pre-provision income
(DBRS-calculated IBPT) generation that is sustainable, in DBRS's
view, and increases Ally's ability to absorb losses through
earnings.  Provisions for loan losses were a modest $457 million in
2014, or 24% of DBRS-calculated IBPT.

Ally continues to advance towards a more bank-centric business
model, which is key to funding, and profitability over the
medium-to-long-term.  As of March 31, 2015, 68% of all Company
assets reside at the Bank, up from 11% at YE07. Importantly, with
the Company's exit from TARP complete Ally expects to receive
regulatory approval to broaden the credit mix of retail auto loans
financed by the Bank.  DBRS sees such approval as ultimately
providing Ally a key competitive advantage vis a vis other auto
finance companies by allowing Ally to utilize deposit funding and a
cost of funding advantage.

Asset quality metrics continue to slowly migrate towards more
normal levels.  DBRS expects credit performance to continue to
gradually normalize as the mix of loans shifts and the portfolio
seasons.

Ally maintains a diverse funding profile with deposits continuing
to expand and becoming the anchor of the funding profile.  As of
March 31, 2015, deposits accounted for 46% of total funding (23% at
YE09), while the quality has improved with 84% comprised of retail
deposits.  Liquidity is ample with Ally maintaining 24 months of
liquidity before required funding.

Regulatory capital remains solid with Ally reporting a fully
phased-in Basel III Common Equity Tier 1 ratio of 10.4% at the end
of 1Q15.  DBRS notes that in March 2015, Ally received a
non-objection from the Federal Reserve for its 2015 capital plan
submission.  Ally's 2015 capital plan includes the reduction of
$2.8 billion of high-cost capital securities and the continuing
opportunistic redemptions of high cost debt.  Subsequent to quarter
end, Ally redeemed $1.3 billion of its Series G preferred
securities in April 2015. Pro-forma to the Series G redemption,
Ally's Basel III CET 1 ratio was a solid 9.5% at March 31, 2015.


AMERICAN POWER: Delays March 31 Form 10-Q
-----------------------------------------
American Power Group Corporation filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015.  The Company said additional time is required in
order to prepare and file its Form 10-Q.  The Company further
represents that the Form 10-Q will be filed by no later than the
5th day following the date on which the Form 10-Q was due.

The Company anticipates reporting revenues from continuing
operations of approximately $.47 million and $1.53 million for the
three and six months ended March 31, 2015, respectively, as
compared to approximately $1.26 million and $2.1 million for the
three and six months ended March 31, 2014.  Because the Company's
dual fuel technology displaces higher cost diesel fuel with lower
cost and cleaner burning natural gas, the recent decrease in
oil/diesel pricing has impacted the timing of dealer restocking
orders and the implementation schedules of existing and prospective
customers in the near term due to the current tighter price spread
between diesel and natural gas.

The Company anticipates reporting an operating loss from continuing
operations of approximately $1.1 million and $1.9 million for the
three and six months ended March 31, 2015, respectively, as
compared to an operating loss from continuing operations of $.59
million and $.68 million for the three and six months ended March
31, 2014, respectively.

During the three months ended March 31, 2015, the Company
retroactively implemented, as of Oct. 1, 2013, the correction of an
accounting error relating to the valuation of certain warrants
containing anti-dilution adjustment provisions issued in
conjunction with private placements of 10% Convertible Preferred
Stock in 2012 and 2014.  As a result of this correction the Company
anticipates reporting non-cash warrant valuation income of
approximately $1.3 million and $5.8 million for the three and six
months ended March 31, 2015, as compared to non-cash warrant
valuation expense of approximately $9 million and $9.4 million for
the three and six months ended March 31, 2014.

The Registrant anticipates reporting net income of approximately
$0.1 million and $5.6 million for the three and six months ended
March 31, 2015, respectively, as compared to a net loss $9.1
million and $9.5 million for the three and six months ended March
31,2014, respectively.

In addition, as a result of the operating losses incurred to date,
the Company anticipates reporting working capital of approximately
$0.2 million at as compared to working capital of approximately
$0.7 million at Sept. 30, 2014.

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.  Additional information at
http://www.americanpowergroupinc.com/      

American Power reported a net loss available to common
stockholders of $3.25 million on $6.28 million of net sales for
the year ended Sept. 30, 2014, compared with a net loss available
to common stockholders of $2.92 million on $7.01 million of net
sales for the year ended Sept. 30, 2013.

As of Dec. 31, 2014, the Company had $9.53 million in total assets,
$5.55 million in total liabilities and $3.97 million in total
stockholders' equity.


AMERICAN RESOURCES: A.M. Best Affirms 'B' Finc'l Strength Rating
----------------------------------------------------------------
A.M. Best Co. has downgraded the issuer credit rating to "bb" from
"bb+" and affirmed the financial strength rating of B (Fair) of
American Resources Insurance Company Incorporated (ARIC) (Mobile,
AL).  The outlook for both ratings has been revised to negative
from stable.

The negative rating actions reflect ARIC's lower risk-adjusted
capitalization and weakened underwriting performance during 2013
and 2014.  ARIC's rapid premium growth since re-starting operations
in mid-2012, combined with an uptick in underwriting losses, has
resulted in increased underwriting leverage.  While A.M. Best
expects the company's premium growth rate to slow as management
builds scale in the beginning years of operation, rising
underwriting leverage will likely result in further declines in
risk-adjusted capitalization over the near term.  Partially
offsetting these negative rating factors is ARIC's familiarity with
its core book of business and its insureds, as well as its strong
agency relationships.

The negative outlook reflects A.M. Best's expectation of continued
underwriting losses through 2015 as set forth by management, and
challenges the company faces to improve results given competitive
market conditions.  As a result, weak earnings may result in a
continued decline in risk-adjusted capitalization in the near
term.

Negative rating action could result if there is adverse development
with the company's run-off liabilities, a significant deviation in
actual operating results from projected results over the near term
or a significant erosion of the capital base.  Continued favorable
run-off of the company's legacy liabilities, improvement in
risk-adjusted capitalization or profitable operations supported by
an appropriate level of risk-adjusted capital could lead to
favorable movement in the company's ratings.


ARCAPITA BANK: Committee Suits v. BisB & Tadhamon Dismissed
-----------------------------------------------------------
Bankruptcy Judge Sean H. Lane granted the Motions for Dismissal,
filed by Defendants Bahrain Islamic Bank (BisB) and Tadhamon
Capital B.S.C. (Tadhamon) for lack of personal jurisdiction, in the
case docketed as IN OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
ARCAPITA BANK B.S.C.(c), et al., Plaintiff, v. BAHRAIN ISLAMIC
BANK, Defendant. OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
ARCAPITA BANK B.S.C.(c), et al., Plaintiff, v. TADHAMON CAPITAL
B.S.C., Defendant, Adv. Proc. Nos. 13-01434 (SHL)., 13-01435
(SHL)(Bankr. S.D.N.Y.)

Judge Lane, in granting Tadhamon's Motion to Dismiss, held that
while the Tadhamon Placement funds were deposited by Arcapita to a
third-party correspondent bank account maintained in the United
States, such transaction was insufficient to establish specific
jurisdiction. "Tadhamon made a conscious decision to forego
maintenance of a correspondent account in the United States and has
clearly not benefitted from the privilege of doing business here
under these circumstances. If anything, Tadhamon has accepted the
inconvenience caused by its lack of a correspondent account in the
United States, and therefore arranged an alternate means of payment
through a third party when transacting business in US currency.
Thus, Tadhamon has not directed its activities towards residents of
this forum in a way that supports personal jurisdiction."

Judge Lane likewise granted BisB's Motion to Dismiss as the
one-time use of BisB's own correspondent bank in the United States
was "neither the beginning nor the end of the Placement, but rather
a transitory intermediate step. The transaction began with the
negotiation and signing of the contract in Bahrain between Bahraini
parties. It ended with the funds being transferred out of the
country the same day for investment. So while the use of the
account is admittedly a contact, it is too weak to satisfy due
process requirements."

A copy of the Judge Lane's April 17, 2015 Memorandum of Decision ,
is available at http://is.gd/hoGFzUfrom Leagle.com.   

MILBANK, TWEED, HADLEY & McCLOY LLP, By: Dennis F. Dunne, Esq. --
ddunne@milbank.com -- Evan R. Fleck, Esq. -- efleck@milbank.com --
1 Chase Manhattan Plaza, New York, New York 10005, and By: Andrew
M. Leblanc, Esq. -- aleblanc@milbank.com -- 1850 K Street, NW,
Suite 1100, Washington, D.C. 20006, Counsel for Official Committee
of Unsecured Creditors of Arcapita Bank B.S.C.(c), et al.

K&L GATES LLP, By: John A. Bicks, Esq. -- john.bicks@klgates.com
-- Lani A. Adler, Esq. -- lani.adler@klgates.com -- 599 Lexington
Avenue, New York, New York 10022, Counsel for Bahrain Islamic Bank
and Tadhamon Capital B.S.C.

                      About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary to
repay a US$1.1 billion syndicated unsecured facility when it comes
due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide
Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P.
(n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of
NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-compliant
alternative investments and operates as an investment bank.
Arcapita is not a domestic bank licensed in the United States.
Arcapita is headquartered in Bahrain and is regulated under an
Islamic wholesale banking license issued by the Central Bank of
Bahrain.  The Arcapita Group employs 268 people and has offices in
Atlanta, London, Hong Kong and Singapore in addition to its Bahrain
headquarters.  The Arcapita Group's principal activities include
investing on its own account and providing investment opportunities
to third-party investors in conformity with Islamic Shari'ah rules
and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under two
secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to effectuate
the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman
Islands, issued a summons seeking ancillary relief from the Grand
Court of the Cayman Islands with a view to facilitating the Chapter
11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


ARCHDIOCESE OF ST. PAUL: U.S. Trustee Forms Parish Creditors Panel
------------------------------------------------------------------
Daniel McDermott, the U.S. Trustee for Region 12, appointed five
creditors to serve on the Committee of Parish Creditors for the
Chapter 11 bankruptcy case of The Archdiocese of Saint Paul and
Minneapolis.

The members are:

   1) Church of St. Joseph
      c/o Ginny Dwyer at
      1154 Seminole Ave
      West St. Paul, MN 55118
      Email: dwyerv@grannishauge.com

   2) All Saints Catholic Church
      c/o John Elstad
      19795 Holyoke Avenue
      Lakeville, MN 55044
      Email: John.elstad@thomsonreuters.com

   3) The Church of Saint Anne-Saint Joseph Hien
      c/o Jeff Laux
      2627 Queen Ave. N.
      Minneapolis, MN 55411
      Email: jeffreywlaux@gmail.com

   4) St. Stephen's Catholic Church
      c/o Jay Gish
      525 Jackson St.
      Anoka, MN 55303
      Email: jgish@ststephenchurch.org

   5) St. Mary's of Waverly
      c/o Tim LaPage
      607 Maple Ave
      Waverly, MN 55390
      Email: timl@businesswaresolutions.com

The U.S. Trustee has designated Ginny Dwyer as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.

                    About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.

                     *   *   *

The Debtor's exclusive period for filing a Chapter 11 plan and
disclosure statement ends on Nov. 30, 2015.


AURORA DIAGNOSTICS: Needs More Time to File March 31 Form 10-Q
--------------------------------------------------------------
Aurora Diagnostics Holdings, LLC, filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form
12b-25 with respect to its quarterly report on Form 10-Q for the
quarter ended March 31, 2015.    

As previously announced on April 1, 2015, in a current report on
Form 8-K, on March 26, 2015, the Company's independent auditor
resigned.  As a result, the Company was unable to file the Form
10-Q within the prescribed time period without unreasonable effort
or expense.  The Company remains committed to filing its Form 10-Q
at the earliest possible time, but does not currently anticipate
its completion within the five calendar days following the
prescribed due date pursuant to the Exchange Act Rule 12b-25.

                      About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers.  The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013. The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

Aurora Diagnostics reported a net loss of $73.01 million on
$248.16 million of net revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $160.85 million on $277.88 million
of net revenue for the year ended Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2014, showed $359
million in total assets, $428 million in total liabilities and
a $68.9 million members' deficit.

                             *   *   *

As reported by the Troubled Company Reporter on Sept. 27, 2013,
Moody's Investors Service downgraded Aurora's Corporate Family
Rating to Caa2 from B3 and Probability of Default Rating to Caa2-
PD from B3-PD.  Moody's also lowered the debt ratings of Aurora
Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC
(collectively Aurora).  Concurrently, Moody's downgraded Aurora's
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The
outlook for the ratings remains negative.

The downgrade of the ratings reflects Moody's expectation that the
company will see continued difficulty in mitigating a significant
decline in revenue and EBITDA.  This stems from a reduction in
Medicare reimbursement due to a decrease in rates and
sequestration, continued challenging volume growth trends and
threats of additional reimbursement reductions.  This will
negatively impact the company's credit metrics, constrain Aurora's
ability to repay debt and pressure the company's liquidity
position. Moody's also has concerns about the sustainability of
the company's capital structure given its significant debt load
and related interest burden.

In the Aug. 7, 2014, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Palm Beach Gardens,
Fla.-based anatomic pathology services provider Aurora Diagnostics
Holdings LLC to 'CCC+' from 'CCC'.  The outlook is stable.


AZIZ CONVENIENCE STORES: Can Continue Using Cash Collateral
-----------------------------------------------------------
PlainsCapital Bank (PCB) and Aziz Convenience, L.L.C., has reached
a stipulation to the Debtor's continued use of cash collateral in
accordance with the terms of the Final Cash Collateral Order and
budget until PCB will file with the Court a written notice of
termination of the Debtor's ability to use cash collateral.

The Stipulation will not be considered a waiver of any defaults.
All other provisions of the Final Cash Collateral Order will remain
in full force and effect and apply in all respects.

As reported in the Troubled Company Reporter on Jan. 30, 2015,
the Bankruptcy Court, in a final order, authorized Aziz's use of
cash collateral in which PCB asserts an interest.  The Court
authorized the Debtor's limited use of cash collateral to maintain
their business operations until May 31, 2015.

The Debtor is in default of its debts and obligations owed to PCB
under the loan documents.  The Debtor owes at least $27.6 million
to PCB.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens in
all of the Debtor's assets and a superpriority administrative claim
status.  As additional adequate protection, the Debtor will keep
insurance coverage on all collateral securing debts owed by the
Debtor to PCB subject to carve out on certain expenses.

                      About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.



AZIZ CONVENIENCE STORES: Seeks to Sell Assets for $28 Million
-------------------------------------------------------------
Aziz Convenience Stores, L.L.C., seeks authority to sell
substantially all of its assets to Susser Petroleum Property
Company LLC, subject to better and higher offers.  The Debtor also
seeks approval of the bidding procedures.

Pursuant to the Purchase and Sale Agreement, Susser Petroleum
proposes to acquire substantially all of the assets of the Debtor
free and clear of all pledges, liens, security interests,
encumbrances, claims, charges, options and interests.  The purchase
price is $28,000,000 plus an "inventory payment."

The Debtor proposes to conduct the Sale through a competitive
bidding process described below to ensure that the Debtor's estate
realizes the maximum value for the Assets.  The Assets will be sold
in the aggregate to one or more purchasers, as may be determined by
the Debtor in its business judgment.

To optimally and expeditiously solicit, receive, and evaluate bids
in a fair and accessible manner, the Debtor has developed and
proposed bid procedures to govern the Sale.  The bidding procedures
are designed to encourage all entities to put their best bids
forward and to maximize the value of the assets.

Any potential bidder that desires to make a competing bid will
e-mail or deliver written copies of its bid (inclusive of good
faith deposit) not later than 3:00 p.m. (CST) on July 15, 2015.

If more than one qualified bid has been received by the Debtor
(including the PSA), the Debtor will conduct an auction with
respect to the Assets.  The Auction will commence at 9:00 a.m.
(CST) on July 20, 2015.

The Debtor intends to present the successful bid(s) for approval by
the Court at the final hearing to approve the Motion to be
scheduled by the Court and requested to be held on or before
Friday, July 31, 2015.

In the event that the PSA is not the highest bid accepted by the
Debtor then Susser Petroleum will be entitled to return of its good
faith deposit, and payment of a $840,000 break-up fee, and
reimbursement of expenses of up to $500,000.

                      About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.



BANK OF AMERICA: Fitch Raises Preferred Stock Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded Bank of America's (BAC) Viability Rating
(VR) to 'a' from 'a-'.  At the same time, the agency has affirmed
BAC's Long-Term and Short-Term Issuer-Default Ratings (IDRs) at 'A'
and 'F1', respectively.  The Rating Outlooks for the Long-Term IDRs
are Stable.

BAC's's Long-Term IDR is now driven by its VR, which has been
upgraded to 'a' from 'a-'.  The upgrade of BAC's's material legal
operating subsidiaries' IDRs to one notch above their VRs reflects
the expected implementation of total loss absorbing capital (TLAC)
requirements for U.S. Global Systemically Important Banks (G-SIBs)
and the presence of a substantial debt buffer in the holding
company.

The rating actions are in conjunction with Fitch's review of
sovereign support for banks globally, which the agency announced in
March 2014.  In line with its expectations announced in March last
year and communicated regularly since then, Fitch believes
legislative, regulatory and policy initiatives have substantially
reduced the likelihood of sovereign support for U.S., Swiss and
European Union commercial banks.  At the same time, Fitch has taken
into account progress with the U.S. single point of entry (SPE)
resolution regime and TLAC implementation for U.S. G-SIBs.

Fitch believes that, in line with our Support Rating (SR)
definition of '5', extraordinary external support while possible
can no longer be relied upon for BAC or its subsidiaries.  Fitch
has, therefore, downgraded their Support Ratings (SR) to '5' from
'1' and revised their Support Rating Floors (SRF) to 'No Floor'
from 'A'.

The upgrade of BAC's VR is driven by the maintenance of good
capital and liquidity levels, materially lower looming litigation
costs than at any point over the last few years, as well as the
company's slowly improving earnings profile.

The ratings actions are also part of a periodic portfolio review of
the Global Trading and Universal Banks (GTUBs), which comprise 12
large and globally active banking groups.  A strong rebound in
earnings from securities businesses in 1Q15 is a reminder of the
upside potential banks with leading market shares can enjoy.
However, regulatory headwinds remain strong, with ever higher
capital requirements, costs of continuous infrastructure upgrades
and a focus on conduct risks.

As capital and leverage requirements evolve, GTUBs are reviewing
the balance of their securities operations with other businesses
and adapting their business models to provide the most capital
platforms for the future.  Fitch expects the GTUBs' other core
businesses, including retail and corporate banking, wealth and
asset management, to perform well as economic growth, which Fitch
expects to be strongest in the U.S. and UK, will underpin revenue.
However, pressure on revenue generation in a low-interest
environment is likely to persist, particularly in Europe, but low
loan impairment charges in domestic markets should help operating
profitability.

KEY RATING DRIVERS - IDRs, VR AND SENIOR DEBT

The upgrade of BAC's VR is driven by the maintenance of good
capital and liquidity levels, materially lower looming litigation
costs than at any point over the last few years, as well as the
company's slowly improving earnings profile.

It is this latter point, which Fitch believes has the most weight
in warranting the upgrade of the VR.  Fitch believes that now that
the bulk of BAC's large legal settlements are behind it, the
strength of BAC's suite of core franchises will slowly become more
evident.

Fitch believes that BAC's management has done a good job resolving
the company's large litigation exposures as well as beginning to
streamline the company's operations, which at first was through the
company's 'New BAC' initiatives and more recently through its
ongoing 'Simplify and Improve' program.

Fitch thinks there is still ample room for BAC to improve its
sustainable earnings power through cost reductions and other
efficiency initiatives.

Chief among these opportunities is continuing to reduce costs from
the company's Legacy Assets & Servicing (LAS) segment as more and
more of BAC's problem assets are resolved or sold.  The main cost
reduction benefit here will be through reduced headcount in the LAS
segment.

In its core on-going operations, Fitch would expect BAC to continue
to optimize overall branch network through branch closures, the
rolling out of reformatted branches, as well as headcount
reductions across its branch banking platform.

Fitch would also expect BAC to continue to rationalize its overall
staffing levels by utilizing technology more efficiently, reducing
redundant operations, and simplifying its business processes.

To the extent that management is successful in this effort -- which
Fitch has already observed some positive results -- the company's
efficiency ratio (non-interest expenses divided by total revenues),
and Fitch believes it could drop from the low 70 percentage range
to the high 60 percentage range over a longer-term time horizon.

Furthermore to the extent that this potential efficiency ratio
improvement is sustainable it could push BAC's Fitch calculated
adjusted pre-tax ROA consistently above 1.00% (it was 0.89% in
1Q15), and therefore much closer to peer averages.

When Fitch also considers that now that management is more focused
on driving the business than dealing with legacy issues, BAC's
revenue growth should also improve, which could also help boost the
company's returns over a medium term time horizon.

Finally, to the extent that Short-Term interest rates eventually
rise BAC may get a stronger earnings benefit than peers given its
proportionately larger retail deposit base than peers.

Fitch would expect retail checking and savings deposits -- the bulk
of BAC's funding profile -- to re-price more slowly than other
forms of funding in a rising Short-Term interest rate scenario.
This should provide a stronger boost to the net interest margin of
firms like BAC, with proportionately larger amounts of retail
deposits, than other peer institutions.

To the extent that BAC is able to generate incremental revenue
through either of the avenues described above, Fitch believes it's
likely to further improve the efficiency ratio (revenue is the
denominator in the efficiency ratio), and therefore BAC's overall
earnings profile.

The VRs remain equalized between BAC and its material operating
subsidiaries.  The common VR of BAC and its operating companies
reflects the correlated performance, or failure rate between the
BAC and these subsidiaries.  Fitch takes a group view on the credit
profile from a failure perspective, while the IDR reflects each
entity's non-performance (default) risk on senior debt.  Fitch
believes that the likelihood of failure is roughly equivalent,
while the default risk given at the operating company would be
lower given TLAC.  All U.S. bank subsidiaries carry a common VR,
regardless of size, as U.S. banks are cross-guaranteed under the
Financial Institutions Reform, Recovery, and Enforcement Act
(FIRREA).

The Long-Term IDRs for the material U.S. operating entities are one
notch above BAC's to reflect Fitch's belief that the U.S. single
point of entry (SPE) resolution regime, the likely implementation
of total loss absorbing capital (TLAC) requirements for U.S.
G-SIBs, and the presence of substantial holding company debt
reduces the default risk of domestic operating subsidiaries' senior
liabilities relative to holding company senior debt.  In Fitch view
these buffers would provide substantial protection to senior
unsecured obligations in the domestic operating entities in the
event of group resolution, as they could be used to absorb losses
and recapitalize operating companies.  Therefore, substantial
holding company debt reduces the likelihood of default on operating
company senior obligations.  As at end-2014, BAC had hybrid and
senior debt as a percent of risk-weighted assets (RWA) of greater
than 20%, more than its Pillar 1 capital requirement.

The 'F1+' Short-Term IDRs of BAC's's bank subsidiaries is at the
higher of two potential Short-Term IDRs mapping to an 'A+'
Long-Term IDR on Fitch's rating scale to reflect substantial
liquidity at the banks and typically higher core deposit funding,
further liquidity resources at BAC that could be extended to the
bank and access to further contingent liquidity sources such as
Federal Home Loan Bank advances.  BAC and its non-bank operating
companies Short-Term IDRs at 'F1' reflect Fitch's view that there
is less surplus liquidity at these entities than at the bank,
particularly given their greater reliance on the holding company
for liquidity.

RATING SENSITIVITIES - IDRs, VR AND SENIOR DEBT

With today's upgrade of BAC's VR Fitch sees limited downside to
BAC's ratings and notes that the company's ratings are likely near
the lower-end of their potential range.

Further upside to BAC's VR would likely be predicated on continuing
to improve the company's earnings performance such that BAC's
returns consistently exceed those of peers as well as the company's
cost of equity, which Fitch estimates to be approximately 12%, over
an extended period.

Fitch notes that this would likely require BAC to sustainably
improve its efficiency ratio to the mid-to-high 50's through some
of both the cost reduction initiatives and revenue growth
opportunities described above.

Should management be unable to achieve these targets over a
longer-term time horizon, it is likely that ratings would remain at
current levels.

Downside risks to ratings, while not expected, include any
remaining litigation exposures or other unforeseen charges that
result in a significant net earnings loss, or if the company's
regulatory or tangible capital ratios begin to meaningfully
decline.

Additionally, should BAC's overall credit quality materially
deteriorate over the near term, or the company experience a severe
and unexpected risk management failure this could also negatively
impact the VR.

KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

The SR and SRF reflect Fitch's view that senior creditors can no
longer rely on receiving full extraordinary support from the
sovereign in the event that BAC becomes non-viable.  In Fitch's
view, implementation of the Dodd Frank Orderly Liquidation
Authority legislation is now sufficiently progressed to provide a
framework for resolving banks that is likely to require holding
company senior creditors participating in losses, if necessary,
instead of or ahead of the company receiving sovereign support.

Any upward revision to the SR and SRF would be contingent on a
positive change in the U.S.'s propensity to support its banks.
While not impossible, this is highly unlikely in Fitch's view.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by BAC are all
notched down from the common VR in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profiles, which vary considerably.
Subordinated debt issued by the operating companies is rated at the
same level as subordinated debt issued by BAC reflecting the
potential for subordinated creditors in the operating companies to
be exposed to loss ahead of senior creditors in BAC.  This is also
supported by the FSB's proposal to have internal TLAC rank senior
to regulatory capital at the operating company.  Their ratings are
primarily sensitive to any change in the common VR.  They have,
therefore, been upgraded due to the upgrade of the common VR.

KEY RATING DRIVERS AND SENSITIVITIES - DEPOSIT RATINGS

The upgrade of Bank of America N.A's deposit ratings is based on
the upgrade of its IDR.  Deposit ratings are one notch higher than
senior debt reflecting the deposits' superior recovery prospects in
case of default given depositor preference in the U.S.  BAC's
international subsidiaries' deposit ratings are at the same level
as their senior debt ratings because their preferential status is
less clear and disclosure concerning dually payable deposits makes
it difficult to determine if they are eligible for U.S. depositor
preference.

MATERIAL INTERNATIONAL SUBSIDIARIES KEY RATING DRIVERS AND
SENSITIVITIES

Merrill Lynch International (MLI) and Merrill Lynch International
Bank Ltd (MLIB) wholly owned subsidiaries of BAC whose IDRs and
debt ratings are aligned with BAC's because of their core strategic
role in and integration into the BAC group.  Fitch has revised the
Rating Outlook for BAC's material international operating
companies' IDRs to Positive.  The revision is in light of the
internal pre-positioning required under the Financial Stability
Board's (FSB) TLAC proposal.  The Positive Outlook reflects the
agency's belief that the internal TLAC of material international
operating companies will likely be large enough to meet Pillar 1
capital requirements and will then be sufficient to recapitalize
them.  A one notch upgrade is likely once Fitch has sufficient
clarity on additional disclosure on the pre-positioning of internal
TLAC and its sufficiency in size to cover a default of senior
operating company liabilities.  Sufficient clarity may, however,
take longer to come through than the typical Outlook horizon of one
to two years

MLI and MLIB's ratings are sensitive to the same factors that might
drive a change in BAC's IDRs.

OTHER SUBSIDIARY KEY RATING DRIVERS AND SENSITIVITIES

Non-material legal entities IDRs and debt ratings are aligned with
the ratings of BAC.

Those domestic subsidiaries and international subsidiaries that
have not been upgraded or placed on Rating Outlook Positive are in
Fitch's opinion not sufficiently material to benefit from domestic
support from BAC or are international subsidiaries that would not
benefit from internal TLAC.

The rating actions are:

Bank of America Corporation
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Long-Term senior debt at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Long-Term market linked securities affirmed at 'A emr';
   -- Senior shelf affirmed at 'A';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Viability Rating upgraded to 'a' from 'a-';
   -- Preferred stock upgraded to 'BB+' from 'BB';
   -- Support downgraded to '5' from '1';
   -- Support floor revised to 'NF' from 'A'.

Bank of America N.A.
   -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook Stable from

      Outlook Negative;
   -- Long-Term senior debt upgraded to 'A+' from 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Long-Term deposit rating upgraded to 'AA-' from 'A+';
   -- Short-Term deposits upgraded to 'F1+' from 'F1';
   -- Viability Rating upgraded to 'a' from 'a-';
   -- Support downgraded to '5' from '1';
   -- Support floor revised to 'NF' from 'A'.

Bank of America California, National Association
   -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook Stable from

      Outlook Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Viability Rating upgraded to 'a' from 'a-';
   -- Support downgraded to '5' from '1';
   -- Support floor revised to 'NF' from 'A'.

Merrill Lynch & Co., Inc.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term market linked notes affirmed at 'A emr';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Short-Term debt affirmed at to 'F1';

Merrill Lynch, Pierce, Fenner & Smith, Inc.
   -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook Stable from

      Outlook Negative;
   -- Short-Term IDR affirmed at 'F1'.

Bank of America Merrill Lynch International Limited
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Short-Term IDR affirmed at 'F1'.

B of A Issuance B.V.
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Support affirmed at '1'.

Secured Asset Finance Company B.V.
   -- Senior debt affirmed at 'A'.

Secured Asset Finance Company LLC
   -- Senior debt affirmed at 'A'.

BofA Canada Bank
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Short-Term IDR affirmed at 'F1'.

MBNA Limited
   -- Long-Term IDR affirmed at 'A-'; Outlook Stable from Outlook
      Negative;
   -- Short-Term IDR affirmed at 'F1'
   -- Support affirmed at to '1'.

Merrill Lynch International
   -- Long-Term IDR affirmed at 'A'; Outlook Positive from Outlook

      Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch International Bank Ltd.
   -- Long-Term IDR affirmed at 'A'; Outlook Positive from Outlook

      Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch B.V.
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term market linked securities affirmed at 'A emr';
   -- Support affirmed at '1'.

Merrill Lynch & Co., Canada Ltd.
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1'.

BAC Canada Finance
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Short-Term IDR at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch Japan Finance GK.
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch Japan Securities Co., Ltd.
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch S.A.
   -- Long-Term market linked securities affirmed at 'A emr'.

Countrywide Financial Corp.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to at 'A-' from 'BBB+'.

Countrywide Home Loans, Inc.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term senior shelf unsecured rating affirmed at 'A';

FleetBoston Financial Corp
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'.

LaSalle Funding LLC
   -- Long-Term senior debt affirmed at 'A';

MBNA Corp.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
    -- Short-Term debt affirmed at 'F1'.

NationsBank Corp
   -- Long-Term senior shelf debt affirmed at 'A';
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'.

NCNB, Inc.
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'.

BAC Capital Trust VI-VIII

BAC Capital Trust XI - XV
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

BAC AAH Capital Funding LLC I - VII

BAC AAH Capital Funding LLC IX - XIII
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

BankAmerica Capital III
BankBoston Capital Trust III-IV
Barnett Capital Trust III
Countrywide Capital III, IV, V
Fleet Capital Trust V
MBNA Capital B

NB Capital Trust III
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

Merrill Lynch Preferred Capital Trust III, IV, and V

Merrill Lynch Capital Trust I, II and III
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

Fitch withdraws these ratings:

Fitch is withdrawing its ratings because they are no longer
considered by Fitch to be relevant for its rating coverage, because
the entities no longer exist.

BankAmerica Corporation
   -- Long-Term senior debt at 'A';
   -- Long-Term subordinated debt at 'BBB+'

Countrywide Bank FSB
   -- Long-Term Deposits at 'A+';
   -- Short-Term Deposits at 'F1';

LaSalle Bank N.A.

LaSalle Bank Midwest N.A.
   -- Long-Term Deposits at 'A+';
   -- Short-Term Deposits at 'F1'.



BASS PRO: S&P Affirms 'BB-' CCR & Rates $1.74BB Term Loan 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Springfield, Mo.-based Bass Pro Group LLC.  S&P
revised the outlook to stable from negative.

At the same time, S&P assigned a 'BB-' issue-level rating to the
new $1.74 billion senior secured term loan due 2020.  The recovery
rating is '3', indicating S&P's expectation for meaningful
recovery, at the lower end of the 50% to 70% range.  S&P will
withdraw its rating on the existing $1.1 billion term loan once the
new financing is completed.

"Bass Pro participates in the highly competitive, widely fragmented
sporting goods and outdoor recreation market.  In our view, the
company's good market position, store experience, and diversified
product offering partly offset these factors," said credit analyst
George Skoufis.  "Recent operating performance Bass Pro Shops has
been mixed with somewhat weak same-store sales (2014 followed
abnormally strong guns and ammunition sales in 2013) offset by new
store openings and stronger trends out of its marine operations and
Big Cedar Lodge.  We expect new store openings and volume growth in
its marine operations (aided by the acquisition of Fishing Holdings
LLC completed in February 2015) to complement modest same-store
sales growth in 2015.  Margins exhibited modest growth in 2014, but
we believe margins could soften somewhat in 2015 as the company
folds in Fishing Holdings (and its lower margins), as it will take
some time to drive synergies and operating efficiencies in part
through its manufacturing process and component procurement."

S&P's stable rating outlook reflects its expectation for revenue
growth across its business lines, in particular Bass Pro Shops and
its marine operations, aided by modest same-store sales growth, new
store openings, and the acquisition of Fishing Holdings.  S&P
expects margins to weaken in 2015 but begin to improve in 2016.
S&P expects credit metrics to remain consistent with an
"aggressive" financial risk profile including debt leverage
remaining below 5x over the coming 12 to 24 months.  S&P also
expects the new term loan to contain ample covenant cushion.

S&P could take a negative rating action if performance erodes
because of a moderate downturn in consumer spending or a slowdown
of new store growth and leverage does not improve in 2016 as S&P
expect.  At that time, EBITDA would have declined by 10% from
forecasted level and credit metrics would deteriorate such that
leverage would increase to more than 5x.  S&P could also lower the
rating if liquidity becomes more restricted, demonstrated by
convent cushion declining below 10%.  Additionally, S&P could lower
the rating if the company demonstrates more aggressive financial
policies, including another meaningful dividend payment.

Even though unlikely, S&P could raise its rating if the company is
able to record mid-single digit same-store sales and lowers total
debt to EBITDA toward the low-3x area.  This could occur if gross
margin increases by approximately 400 basis points from current
levels, keeping debt constant.  S&P would also need further clarity
from management that financial policies will support sustained
leverage at these levels.



BBB LLC: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: BBB, LLC
        1401 Precon Drive, Suite 101
        Chesapeake, VA 23320

Case No.: 15-71735

Chapter 11 Petition Date: May 19, 2015

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

Judge: Hon. Frank J. Santoro

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: 757-333-4500
                  Fax: 757-333-4501
                  Email: jliberatore@clrbfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by W. Preston Fussell, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb15-71735.pdf


CAL DIVE: Cross & Simon, Lugenbuhl File Rule 2019 Statement
-----------------------------------------------------------
The law firms of Cross & Simon, LLC and Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard disclosed in a court filing that they represent
four creditors in the Chapter 11 case of Cal Dive International,
Inc.  

The creditors are Gulf Resource Management Inc., United Tugs Inc.,
Louisiana Machinery Co. LLC and Cochrane Technologies Inc.  The
creditors assert maritime lien claims.

Cross & Simon and Lugenbuhl further disclosed that they have no
claims against or interests in Cal Dive or its affiliated debtors.

The law firms made the disclosure pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure.

                    About Cal Dive International

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

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

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

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

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

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


CAPSTONE LOGISTICS: S&P Cuts CCR to B- & 1st Lien Debt Rating to B-
-------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Capstone Logistics Acquisition Inc. to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured first-lien term loan to 'B-' from 'B', its
issue-level rating on the company's revolving credit facility to
'B-' from 'B', and its issue-level rating on the company's
second-lien term loan to 'CCC' from 'CCC+'.  S&P's recovery ratings
on these issues are unchanged.

"The downgrade reflects our expectation that Capstone's credit
metrics will weaken following its acquisition of Pinnacle, with its
debt-to-EBTIDA metric increasing to more than 10x in 2015 and its
funds from operations (FFO)-to-debt ratio remaining in the
low-single-digit percent area," said Standard & Poor's credit
analyst Tatiana Kleiman.  S&P's rating on Capstone reflects the
company's limited scale and scope in the very fragmented and
competitive logistics industry and its high debt leverage.
Offsetting these risks somewhat are the business' favorable cash
flow characteristics, which require little investment in capital
expenditures and working capital, and the company's fairly flexible
cost structure.

The stable outlook reflects that S&P expects the company's credit
metrics to improve modestly over the next 12 months due to a
combination of organic growth, contributions from Pinnacle, and
positive cash flow generation.  That said, S&P expects Capstone's
leverage to remain above 10x and do not foresee an upgrade over the
next 12 to 18 months.

Although unlikely, S&P could lower the rating if it expects the
company to generate negative free cash flow, which could be caused
by more-aggressive-than expected growth initiatives, operating
challenges, or business losses that represent a significant portion
of total revenues.  S&P could also lower the rating if the company
is more aggressive than it expects in pursuing growth
opportunities, if its liquidity position deteriorates such that S&P
revises its liquidity assessment to "weak" from "adequate", or if
its operating results weaken to a point where S&P believes that its
leverage is no longer sustainable long-term.

Although unlikely, S&P could raise the rating if Capstone generates
better-than-expected operating results, uses free operating cash
flow to repay debt, its FFO-to-debt ratio approaches the
high-single-digit percent area, and its debt-to-EBITDA metric moves
below 7x and S&P believes it will stay at that level.



CATASYS INC: Posts $433,000 Total Revenues in First Quarter
-----------------------------------------------------------
Catasys, Inc., reported its first quarter 2015 financial results
for the period ended March 31, 2015.

For the first quarter ended March 31, 2015, total revenues
increased by 118% to $433,000 compared with $199,000 for the first
quarter 2014.  Total revenue increases were driven by an increase
in contracts in health plans covered and enrollment growth,
including seven contracts that were operational during the period
resulting in a significant increase.  

The Company reported a loss from continuing operations before
income taxes of $(260,000), or $(0.01) per basic share and per
diluted share, for the first quarter ended March 31, 2015, compared
with a net income from continuing operations before income taxes of
$2.4 million, or $0.12 per basic share and $0.08 per diluted share,
for the first quarter of the prior year, primarily related to a
decrease in the change in fair value of the Company's warrant
liability of $2.6 million.

Total operating expenses for the first quarter 2015 were $3.2
million compared with $1.6 million for the first quarter 2014,
primarily due to higher cost of healthcare services due to
increasing enrollment and general and administrative expenses.

General and administrative expense increased by $1.4 million for
the three months ended March 31, 2015, compared with the same
period in 2014 primarily due to non-cash compensation expense for
stock option grants to the members of the board of directors.

Cash and cash equivalents in the total of $84,000 at March 31,
2015.

Rick Anderson, President and COO said, "We experienced a strong
start in 2015 and this quarter demonstrates the progress we've made
with our OnTrak program.  This includes the expansion in Illinois
and Wisconsin and the addition of a new behavioral health condition
to our OnTrak program, which is anticipated to substantially
increase our market opportunity.  We recently co-presented with
Humana a poster at the American Society of Addiction Medicine on a
retrospective study of our OnTrak program citing the potential
improvements in patient health and cost benefits over their case
management alone.  We are pleased with the traction we have been
gaining and will continue to focus on growing our Commercial
Equivalent Lives and enrollment."

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

                         http://is.gd/pdvK2n

                          About Catasys Inc.

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

Catasys reported a loss of $27.3 million on $2.03 million of
healthcare services revenues for the 12 months ended Dec. 31, 2014,
compared to a loss of $4.67 million on $754,000 of healthcare
services revenues for the 12 months ended Dec. 31, 2013.

As of March 31, 2015, the Company had $1.33 million in total
assets, $41.8 million in total liabilities and a $40.4 million
total stockholders' deficit.

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


CLOUDEEVA INC: Successor Trustee Keeps Chrysalis as Advisor
-----------------------------------------------------------
Richard B. Honig, successor Chapter 11 trustee for Cloudeeva, Inc.,
et al., won approval to continue the retention of Chrysalis
Management LLC as his financial advisor.

On Feb. 10, 2015, the Court removed Stephen Gray as trustee for the
Debtors, and on March 11, 2015, the Court approved the appointment
of Richard B. Honig as successor trustee retroactive to Feb. 10.

Upon his appointment, Mr. Honig confirmed, via email, the continued
retention and continuity of service and fee arrangements of
Chrysalis arising from its original retention order dated
Jan. 5, 2015.

Chrysalis will, among other things:

   a. create a weekly cash flow and a monthly budget and preparing
      variances thereto;

   b. validate required monthly operating reports; and

   c. oversee cash management.

Cynthia Romano, a member at Chrysalis, told the Court that
Chrysalis is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services. The company provides information technology staffing
services to major clients and third party vendors in the United
States and India. The company headquarters are in East Windsor,
New
Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing. The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they are now seeking the retention of Trenk, DiPasquale,
Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court.  The
Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                              * * *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd.
BAPL asserted that the cases were not filed in good faith.  The
Debtors subsequently filed an appeal challenging the dismissal of
their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings. Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy Court
or the District Court.

The Debtor filed a Plan of Reorganization and Disclosure Statement
on Oct. 7, 2014.  The Plan will be funded by cash on-hand on the
Effective Date, cash revenues derived from the Debtors' continued
operations, and investment of $1.15 million from Cloudeeva India
Private Limited or their designee, along with their guarantee of
all payments to be made under Plan, in exchange for the equity of
the Reorganized Debtors, as agreed in the parties' Plan Support
Agreement.

The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate.  The trustee is represented by
Saul Ewing LLP.



COLT DEFENSE: S&P Lowers CCR to 'D' on Missed Interest Payment
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Colt Defense LLC to 'D' from 'CC'.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'D' from 'CC'.  S&P's '6'
recovery rating on the company's unsecured debt is unchanged,
reflecting S&P's expectation for negligible recovery (0%-10%) in a
default scenario.

"We lowered our rating on Colt to 'D' after the company announced
that it had failed to make its $10.9 million interest payment due
May 15, 2015, on its unsecured notes due 2017," said Standard &
Poor's credit analyst Chris Mooney.  Technically, a payment default
has not yet occurred under the indenture governing the notes, which
provides a 30-day grace period.  However, S&P do not expect the
payment to be made within the stated grace period given the
company's heavy debt burden, which S&P views as unsustainable.



COLT DEFENSE: Scott Anderson Quits as Interim COO
-------------------------------------------------
Scott Anderson, interim chief operating officer of Colt Defense
LLC, resigned from his position on April 28, 2015, according to a
document filed with the Securities and Exchange Commission.

Mr. Anderson has agreed to continue to provide services to the
Company through July 3, 2015.  In exchange for providing those
services, the Company has agreed to a continuation of Mr.
Anderson's salary at the rate of 50% of Mr. Anderson's current base
salary through July 3, 2015.

On June 1, 2015, Ronald Belcourt and Jeff Masciadrelli will assume
Mr. Anderson's responsibilities in their capacities as senior vice
president of Operations--Manufacturing and Continuous Improvement
and senior vice president of Operations--Supply Chain, Quality and
Technical Support, respectively.  Mr. Belcourt and Mr. Masciadrelli
will both report directly to Dennis Veilleux, the chief executive
officer of the Company.

Mr. Belcourt, age 45, has been senior vice president of Operations
of Colt's Manufacturing Company LLC, a subsidiary of Colt,
responsible for all handgun, rifle and machine gun productions,
continuous improvement and quality systems since November 2013.
Mr. Belcourt joined the Company in June 2013 as vice president of
Operations of Colt.  Prior to joining the Company, he was vice
president of operations for Lyman Products Corporation, which
develops tools for shooters and re-loaders, from January 2012 to
June 2013, Continuous Improvement Engineer for Lee Company, from
April 2011 to January 2012 and Plant Manager and Continuous
Improvement Manager for Marlin Firearms Co, which manufactures high
power, center fire, lever action, bolt-action, and .22 caliber
rimfire rifle, from November 1995 to April 2011.  Mr. Belcourt
attended Wentworth Institute of Technology where he earned a B.S.
in Manufacturing Engineering Technology and Rensselaer Polytechnic
Institute where he earned a M.B.A.

Mr. Belcourt has served the Company pursuant to an employment offer
letter, dated May 8, 2013, under which his annual base salary is
$225,000 and he was granted an option to acquire 400 non-voting
common units of Colt at a strike price of approximately $289.
These options began to vest in equal installments over a three-year
period, which commenced on May 8, 2013.  Pursuant to the Belcourt
Offer Letter, in the event the Company terminates Mr. Belcourt for
any reason other than for cause, the Company will pay Mr. Belcourt
severance pay equal to nine months base salary as of the date his
employment terminates, payable on a monthly basis while he is
unemployed and actively searching for work; provided that as a
condition of receiving such benefit, Mr. Belcourt agrees to certain
non-compete, non-disparagement and non-solicitation and
confidentiality restrictions.

Mr. Masciadrelli, age 55, will join the Company on June 1, 2015.
Prior to joining the Company, Mr. Masciadrelli was vice president
of Operational Excellence for The Newark Group, which produces
recycled paperboard, from January 2012 and Director of Enterprise
Lean Sigma for Avery Dennison Corp., which develops labeling and
packaging materials, from April 2001 to January 2012  Mr.
Masciadrelli attended University of Massachusetts Amherst where he
earned a B.A. in Operations Management.

The terms of Mr. Masciadrelli's employment are outlined in an
employment offer letter between the Company and Mr. Masciadrelli,
executed on May 13, 2015.  Under the Masciadrelli Offer Letter, Mr.
Masciadrelli will receive an annual base salary of $230,000 and an
opportunity to earn a discretionary performance bonus opportunity
of up to 25% of his base salary.  Pursuant to the Masciadrelli
Offer Letter, in the event the Company terminates Mr. Masciadrelli
for any reason other than for cause, the Company will pay Mr.
Masciadrelli severance pay equal to six months base salary as of
the date his employment terminates, payable on a monthly basis
while he is unemployed and actively searching for work; provided
that as a condition of receiving such benefit, Mr. Masciadrelli
agrees to certain non-compete, non-disparagement and
non-solicitation and confidentiality restrictions.

                       Exercises Grace Period

The Company has entered into the permitted grace period with
respect to a $10.9 million interest payment due under the
Indenture, dated as of Nov. 10, 2009, by and among Colt, Colt
Finance Corp., the subsidiary guarantors party thereto, and
Wilmington Trust, National Association (as successor by merger to
Wilmington Trust FSB), as indenture trustee, which governs its
outstanding 8.75% Senior Notes due 2017.

The interest payment was due May 15, 2015; however, under the terms
of the Indenture, the failure to make such payment does not become
an event of default for 30 days after the scheduled due date.  If
the Company does not make the interest payment on or before June
14, 2015, however, the Trustee or holders of at least 25% of the
outstanding principal amount of the Senior Notes would be permitted
to accelerate the payment of principal and accrued but unpaid
interest on the outstanding Senior Notes to become immediately due
and payable by providing notice of such acceleration.  The Company
believes it is in the best interests of its stakeholders to
actively address the Company's capital structure and has commenced
discussions with an ad hoc group of holders of the Senior Notes.
The Company hopes that such discussions will result in a consensual
restructuring transaction.

                        About Colt Defense

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms weapons systems for individual soldiers and law
enforcement personnel for the U.S. military, U.S. law enforcement
agencies, and foreign militaries.  Post the July 2013 acquisition
of New Colt Holding Corp., the parent company of Colt's
MANUFACTURING COMPANY, the company also has direct access to the
commercial end-market for rifles, carbines and handguns.  Revenues
for the last twelve months ended June 30, 2014 totaled $243
million.

The Company's balance sheet at Sept. 28, 2014, showed $247 million
in total assets, $417 million in total liabilities and a $170
million total deficit.

"As it is probable that we may not have sufficient liquidity to be
able to make our May 15, 2015 Senior Notes interest payment without
meeting our internal projections (including addressing our
Senior Notes), our long-term debt has been classified as current in
the consolidated balance sheet.  Currently we do not have
sufficient funds to repay the debt upon an actual acceleration of
maturity.  In the event of an accelerated maturity, our lenders may
take actions to secure their position as creditors and mitigate
their potential risks.  These events would adversely impact our
liquidity.  These factors raise substantial doubt about our ability
to continue as a going concern," the Company stated in the
quarterly report for the period ended Sept. 28, 2014.

                          *     *     *

As reported by the TCR on Nov. 17, 2014, Moody's Investors Service
downgraded Colt Defense's Corporate Family Rating to 'Caa3' from
'Caa2' and Probability of Default Rating to 'Caa3-PD' from
'Caa2-PD'.  Concurrently, Moody's lowered the rating on the
company's $250 million senior unsecured notes to 'Ca' from 'Caa3'.
The downgrade was based on statements made by Colt Defense in its
Nov. 12, 2014 Form NT 10-Q filing.  In the filing the company
indicated that it expects to report a decline in net sales for the
three month period ended Sept. 28, 2014 versus the same period in
2013 of 25 percent together with a decline in operating income of
50 percent.

As reported by the TCR in February 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Colt Defense to
'CCC-' from 'CCC'.  The downgrade reflects an increased likelihood
that the company may enter into a debt restructuring in the coming
months that S&P would consider a distressed exchange and, hence, a
default.


CORD BLOOD: Red Oak Partners Reports 29.9% Stake as of May 12
-------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Red Oak Partners, LLC disclosed that as of May 14,
2015, it beneficially owns 381,052,632 shares of common stock of
Cord Blood America, Inc., which represents 29.98 percent based on
1,271,052,632 shares of common stock outstanding at May 12, 2015,
as reported by the Company on its Form 10-Q for the quarter ended
March 31, 2015, filed with the United States Securities and
Exchange Commission on May 15, 2015.

David Sandberg, the controlling member of Red Oak Partners, which
manages each of the Red Oak Fund, the Red Oak Long Fund and
Pinnacle Fund, beneficially owns 381,052,632 shares of Common Stock
as of May 12, 2015, representing 29.98% of all the outstanding
shares of Common Stock.

A full-text copy of the regulatory filing is available at:

                       http://is.gd/CKhO9Z

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company has been the subject of a going concern opinion by its
independent auditors who have raised substantial doubt as to the
Company's ability to continue as a going concern.  De Joya
Griffith, LLC, in Henderson, NV, noted that the Company has
incurred losses from operations, which losses have caused an
accumulated deficit of approximately $53.46 million as of Dec. 31,
2014.

The Company disclosed net income of $240,000 on $4.33 million of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$2.97 million on $3.82 million of revenue for the year ended Dec.
31, 2013.  As of Dec. 31, 2014, the Company had $3.86 million in
total assets, $4.55 million in total liabilities, and a $691,000
total stockholders' deficit.


CREEKSIDE ASSOCIATES: Plan Slated for June 10 Confirmation
----------------------------------------------------------
Creekside Associates, Ltd., on June 10, 2015, is slated to seek
confirmation of a Chapter 11 plan that will leave all classes of
creditors and interests unimpaired except for the Debtor's secured
lender, Creekside JV Owner, LP.

Judge Stephen Raslavich on May 8, 2015, entered an order approving
the disclosure statement explaining the Plan.  The judge approved
this schedule:

    * The Plan shall be filed on or before May 15, 2015.

    * The date and time set for the Lender to accept or reject the
Plan shall be May 29, 2015.

    * Any objections to the Plan will be in writing and be served
and filed with and received by the Bankruptcy Court and served so
as to be received by parties no later than June 3.

    * A hearing to consider confirmation of the Plan is scheduled
to be held on June 10 at 1:30 p.m.

The Debtor and the Lender executed a Term Sheet on April 29, 2015
that provides for a settlement of disputes between them and the
terms under which the Lender will support the Plan.  The Lender is
the only class of creditors entitled to vote on the Plan.  The
Lender has approved this Disclosure Statement as containing
adequate information for its purposes.

According to the Term Sheet, the Plan will provide that, on the
Effective Date, in consideration and full satisfaction of the
secured claim of Creekside JV Owner, LP, and of the deficiency
claims, if any, of the Lender, the Debtor will either (a) pay the
Lender the sum of $70,500,000 in cash or (b) transfer to the Lender
all of the Debtor's rights in real property, leases, assume
contracts, fixtures and equipment and rents and accounts
receivable.

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

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

                    About Creekside Associates

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

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

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


CROSBY NATIONAL: Hires Quilling Selander as General Counsel
-----------------------------------------------------------
The Crosby National Golf Club, LLC seeks authorization from the
Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the Northern
District of Texas to employ Quilling, Selander, Lownds, Winslett &
Moser, P.C. as general counsel.

The Debtor requires Quilling Selander to:

   (a) furnish legal advice to the Debtor with regard to its
       powers, duties and responsibilities as a debtor-in-
       possession and the continued management of its affairs and
       assets under Chapter 11;

   (b) prepare, for and on behalf of the Debtor, all necessary
       applications, motions, answers, orders, reports and other
       legal papers;

   (c) prepare a disclosure statement and plan of reorganization
       and other services incident thereto;

   (d) investigate and prosecute preference and fraudulent
       transfers actions arising under the avoidance powers of the

       Bankruptcy Code; and

   (e) perform all other legal services for the Debtor which may
       be necessary herein.

Quilling Selander will be paid at these hourly rates:

       Shareholders            $300-$450
       Associates              $185-$275
       Paralegals              $75-$125

Quilling Selander received a retainer from the Debtor of $75,000
for prepetition and post-petition fees and costs. As of the
Petition Date, Quilling Selander still holds $70,076 as its
retainer.

Quilling Selander will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Hudson M. Jobe, shareholder of Quilling Selander, 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.

Quilling Selander can be reached at:

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

              About The Crosby National Golf Club, LLC

The Crosby National Golf Club, LLC, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-41545) in Ft. Worth,
Texas, on April 16, 2015, without stating a reason.  The Debtor
estimated $10 million to $50 million in assets and debt.  The case
is assigned to Judge Russell F. Nelms.

The Debtor owns and operates the Crosby National Golf Club which is
located within the Crosby Estates at Rancho Santa Fe. The Golf Club
has been continuously operated as a for-profit, private
eighteen-hole golf course and has been known at all times as the
Crosby National Golf Club. It is a California limited liability
company and its managing member is Escalante - Crosby National
L.P., a Colorado limited partnership.

The Debtor is represented by Hudson M. Jobe, Esq., and Timothy A.
York, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C.
in Dallas, Texas.

The Crosby Estate at Rancho Santa Fe Master Association (The Crosby
HOA) is the master association for the gated residential community
and development located in San Diego County including the Debtor's
golf club, commonly known as The Crosby National Golf Club. The
Debtor and the Crosby HOA have been engaged in disputes and
resulting litigation pending in the Superior Court, State of
California, County of San Diego, relating to the Debtor's
operations of the Club and various rights and obligations of the
parties under the Development documents and related agreements. It
is represented in the Debtor's case by Joe J. Wielenbinski, Esq.,
Jay H. Ong, Esq. and Thomas D. Berghman, Esq. at Munsch Hardt Kopf
& Harr, P.C. in Dallas, Texas.

Texas Capital holds a valid, perfected, secured Claim against the
Debtor. A minimum aggregate amount of approximately $3.1 million is
owed on the Texas Capital Claim. It is represented by Matthew T.
Ferris, Esq. at Winstead PC in Dallas, Texas.


CROSBY NATIONAL: Taps Anderson Tobin as Special Conflicts Counsel
-----------------------------------------------------------------
The Crosby National Golf Club, LLC seeks authorization from the
Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the Northern
District of Texas to employ Anderson Tobin, PLLC as special
conflicts counsel.

In matters in which the Debtor is adverse to Texas Capital Bank,
National Association ("Texas Capital"), the Debtor desires to
employ Tobin to act as special, conflicts counsel pursuant to
section 327(e) of the Bankruptcy Code.

Texas Capital asserts an outstanding principal balance on the Note
of approximately $3,100,000 ("Secured Debt").

The Debtor expects Texas Capital to assert that its lien against
the proceeds from the real property and improvements results in all
income and proceeds in the Debtor's possession constituting the
cash collateral of Texas Capital within the meaning of Section
363(a) of the Bankruptcy Code (collectively, the "Cash
Collateral").

Tobin will be paid at these hourly rates:

       Partners                 $285-$385
       Associates               $200-$250
       Paralegals, Law Clerks
       and Support Staff        $150

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

In addition, a $15,000 retainer to be held in Trust for payment of
fees will be provided to Tobin by Escalante Golf, Inc., a
non-debtor third party.

J. Seth Moore, partner of Tobin, 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.

Tobin can be reached at:

       J. Seth Moore, Esq.
       ANDERSON TOBIN, PLLC
       13355 Noel Rd, #1900
       Dallas, TX 75240
       Tel: (972) 789-1163
       E-mail: smoore@andersontobin.com

              About The Crosby National Golf Club, LLC

The Crosby National Golf Club, LLC, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-41545) in Ft. Worth,
Texas, on April 16, 2015, without stating a reason.  The Debtor
estimated $10 million to $50 million in assets and debt.  The case
is assigned to Judge Russell F. Nelms.

The Debtor owns and operates the Crosby National Golf Club which is
located within the Crosby Estates at Rancho Santa Fe. The Golf Club
has been continuously operated as a for-profit, private
eighteen-hole golf course and has been known at all times as the
Crosby National Golf Club. It is a California limited liability
company and its managing member is Escalante - Crosby National
L.P., a Colorado limited partnership.

The Debtor is represented by Hudson M. Jobe, Esq., and Timothy A.
York, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C.
in Dallas, Texas.

The Crosby Estate at Rancho Santa Fe Master Association (The Crosby
HOA) is the master association for the gated residential community
and development located in San Diego County including the Debtor's
golf club, commonly known as The Crosby National Golf Club. The
Debtor and the Crosby HOA have been engaged in disputes and
resulting litigation pending in the Superior Court, State of
California, County of San Diego, relating to the Debtor's
operations of the Club and various rights and obligations of the
parties under the Development documents and related agreements. It
is represented in the Debtor's case by Joe J. Wielenbinski, Esq.,
Jay H. Ong, Esq. and Thomas D. Berghman, Esq. at Munsch Hardt Kopf
& Harr, P.C. in Dallas, Texas.

Texas Capital holds a valid, perfected, secured Claim against the
Debtor. A minimum aggregate amount of approximately $3.1 million is
owed on the Texas Capital Claim. It is represented by Matthew T.
Ferris, Esq. at Winstead PC in Dallas, Texas.


CWGS ENTERPRISES: S&P Affirms 'B+' CCR, Outlook Positive
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Lincolnshire, Ill.- based CWGS Enterprises LLC.
The rating outlook is positive.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's senior secured credit facility, including the proposed
$95 million add-on to the term loan.  The recovery rating remains
'2', indicating S&P's expectation for substantial (70% to 90%;
lower half of the range) recovery for lenders in the event of a
payment default.

S&P expects the company to use proceeds from the term loan add-on
to pay a dividend to its owners, and for fees and expenses.

"We are maintaining our positive outlook on CWGS despite the
proposed debt-funded dividend to CWGS's owners, because we expect
continued strong operating performance in 2015 will largely offset
the incremental leverage that this transaction adds, and that
adjusted debt to EBITDA will improve to around 4x or below in
2015," said Standard & Poor's credit analyst Shivani Sood.  "Our
expectation for operating performance incorporates incremental
EBITDA from RV dealership acquisitions in late 2014 and early 2015,
and our expectation for modest RV dealership same-store sales
growth," added Ms. Sood.  "Nevertheless, given high operating
volatility over business cycles, we would want to be confident that
a modest decline in operating performance, due to a weak economy or
a period of tightened lending to consumers, would not result in
debt to EBITDA deteriorating above our 4x-threshold, before raising
the rating."

Despite this leveraging transaction, S&P believes CWGS's financial
policy is to delever over time and build in flexibility within its
financial risk profile such that it could take additional dividends
over time without increasing leverage above S&P's 4x-threshold for
higher ratings.  However, prior to raising the rating, S&P would
need to be confident that management's long-term financial policy
is aligned with maintaining adjusted debt to EBITDA below this
level.



DANDRIT BIOTECH: Reports $1.25 Million Net Loss in First Quarter
----------------------------------------------------------------
DanDrit Biotech USA, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.25 million on $0 of revenues for the three months ended March
31, 2015, compared to a net loss of $426,000 on $0 of revenues for
the same period in 2014.

As of March 31, 2015, the Company had $3.64 million in total
assets, $972,000 in total liabilities and $2.67 million in total
stockholders' equity.

As of March 31, 2015, the Company had $3,434,935 in cash and
working capital of $2.50 million as compared to Dec. 31, 2014, when
the Company had $5,038,333 in cash and cash held in escrow and
working capital of $3.29 million.  The decrease in cash and working
capital is primarily due to the Company's efforts to secure
financings through equity offering and expenses for research and
development attributable to the Company engaging an entity to
perform Phase IIb/III clinical trial of MelCancerVac.

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

                        http://is.gd/IdTs45

                            About DanDrit

DanDrit Biotech USA, Inc., a biotechnology company, develops
vaccine for the treatment of colorectal cancer primarily in the
United States, Europe, and Asia.  Its lead compound includes
MelCancerVac(MCV), a cellular therapy, which is in a comparative
Phase IIb/III clinical trial for advanced colorectal cancer.  It
also develops MelVaxin that is similar to the lysate component of
MCV for injecting into the skin to promote natural dendritic cell
responses that will attack the tumor expressing cancer/testis
antigens.  The company was founded in 2001 and is headquartered in
Copenhagen, Denmark.

Dandrit Biotech reported a net loss of $2.37 million on $0 of net
sales for the year ended Dec. 31, 2014, compared to a net loss of
$2.14 million on $32,800 of net sales for the year ended Dec. 31,
2013.


DENDREON CORP: Files 2nd Amended Ch. 11 Liquidation Plan
--------------------------------------------------------
Dendreon Corporation, et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a second amended plan of liquidation
to, among other things, reflect comments from parties-in-interest
and provide additional information.

A full-text copy of the Second Amended Plan dated May 14, 2015, is
available at http://bankrupt.com/misc/DENDREONplan0514.pdf

The Debtors also filed Plan Supplement containing the following:

   Exhibit A – Plan Administrator Agreement
   Exhibit B – Contracts to be Assumed Under the Plan
   Exhibit C – Non-Excusive List of Retained Claims and Causes of
Action
   Exhibit D – Amended Certificate of Incorporation and Bylaws
   Exhibit E – Wind-down Budget
   Exhibit F – Notice of Designation of Plan Administrator
   Exhibit G – Members of the Oversight Committee and
Compensation

Full-text copies of the Plan Supplements are available at
http://bankrupt.com/misc/DENDREONplansupp.pdf

                        About Dendreon Corp

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

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

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

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

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

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

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

                       *     *     *

Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on April 14, 2015, approved the
disclosure
statement explaining Dendreon Corp., et al.'s Chapter 11 plan of
liquidation and scheduled the confirmation hearing for June 2,
2015, at 10:00 a.m. (Eastern time).

The Debtors filed a plan of liquidation and accompanying
disclosure
statement following approval of the sale of substantially all of
their assets to Valeant Pharmaceuticals International.

A second amended acquisition agreement provides for a higher
purchase price, consisting of common shares of Valeant, having an
aggregate value of $49.5 million as of the close of the market on
the Trading Day immediately prior to the Effective Date, paid to
the Debtors as partial consideration for the assets acquired by
the
Purchaser pursuant to the Sale Order, plus $445.5 million in cash
to be delivered at closing of the sale transaction.  Pursuant to
the Second Amended Acquisition Agreement, if the amount of the
allowed prepetition general unsecured claims did not exceed $200
million in the aggregate, then the Valeant Shares could be
distributed proportionately in respect of the 2016 Noteholder
Claims.  The consideration under the Second Amended Acquisition
Agreement provided an additional $15 million in incremental value
to the Debtors' Estates over that provided for under the Amended
Acquisition Agreement, and $140 million more than the minimum
Qualified Bid.  The Acquired Assets under the Second Amended
Acquisition Agreement included all of the assets contemplated
under
the Amended Acquisition Agreement, plus the D-3263 Assets and $80
million of cash and cash equivalents of the Debtors.

In their First Amended Plan, the Debtors said they anticipate that
the liquidation process would take six to twelve months. Wind-down
operating costs would include compensation expenses, insurance,
taxes, and the costs of orderly winding down healthcare and other
employee-related plans. Under a Chapter 7 liquidation, a change in
professionals would result in lost efficiencies, which is
reflected
in a 25% increase in the wind-down budget. The Wind-Down Reserve
is
calculated based on estimates and is being provided for
illustrative purposes only.


DRD TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DRD Technologies, Inc.
        2100 West Ferry Way SW
        Huntsville, AL 35801

Case No.: 15-81366

Type of Business: The Debtor is engaged in the business of
                  providing logistics and technology
                  development services and sales to individual and
                  commercial clients.

Chapter 11 Petition Date: May 19, 2015

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Stuart M Maples, Esq.
                  MAPLES LAW FIRM, PC
                  200 Clinton Avenue W., Suite 1000
                  Huntsville, AL 35801
                  Tel: 256 489-9779
                  Fax: 256-489-9720
                  Email: smaples@mapleslawfirmpc.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $1 million to $10 million

The petition was signed by David Dobbs, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
3M                                    Trade Debt       $104,870

5.11 Tactical Series                  Trade Debt         $4,176

Belleville                            Trade Debt         $8,267

Blue Cross Blue Shield                Trade Debt         $5,060

Burris Company, Inc.                  Trade Debt        $20,817

ESS                                   Trade Debt         $3,717

Florida Bullett, Inc.                 Trade Debt        $10,860

Granite Mountain Industries           Trade Debt        $33,312

Harris Corporation                    Trade Debt         $7,795

Moore Medical                         Trade Debt        $11,051

MRE Star (IMS USA, LLC)               Trade Debt        $27,879

NSA                                   Trade Debt        $22,923

Point Blank Enterprises               Trade Debt        $83,833

Pretzl America                        Trade Debt         $4,383

Regions Bank                          Credit Card       $47,721

Rothco                                Trade Debt         $3,842

SafariLand                            Trade Debt        $93,814

Sani Sport                            Trade Debt        $41,145

Techni-Core                           Trade Debt         $7,689

Trivec Avant-COBHAM                   Trade Debt        $11,070


DYNCORP INT'L: Moody's Cuts CFR to Caa2, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of DynCorp
International Inc., including the Corporate Family Rating to Caa2
from Caa1. Concurrently, the Speculative Grade Liquidity rating was
lowered to SGL-4 from SGL-3. The rating outlook is negative.

The rating downgrades and negative outlook reflect higher default
potential with the approaching maturity of DI's first lien term
loan (due July 2016, $187 million outstanding in March 2015). Even
if the company can meet its ambitious $50 million prepayment target
for 2015, upon maturity the term loan balance will probably exceed
$120 million. Over the twelve months ended March 31, 2015, were it
not for cash flow released with working capital decline, cash flow
from operations would have been a deficit of $30 million. The CFFO
deficit's severity was in part due to cash tax requirements that
should be lower near-term, and the company plans cost reductions
that could benefit results. Nonetheless, the last quarter's
operating income to interest was weak at 0.3x, while over the past
twelve months revenue and backlog declined 29% and 16%,
respectively.

According to Moody's Vice President, Bruce Herskovics, "Over the
past few years DI aimed to build its aviation maintenance business
and thereby offset work lost to lower US Army activity levels in
Afghanistan. But that effort has fallen short of the objective and
the company's LBO debt load was sized in anticipation of stronger
US defense spending."

The near-term liquidity profile is weak. In addition to the term
loan, DI's $144.8 million ($0 outstanding as of March 31) revolver
also expires in July 2016 and in July 2017 the $455 million of
unsecured notes mature. About $60 million of cash was held at the
end of March and Moody's estimates that $50 million should
sufficiently fund annual operating needs.

Upward rating momentum would depend on a positive development that
improves the prospect for meeting debt maturities -- such as a
contract win that dramatically adds backlog or an equity infusion
that raises cash. Downward rating pressure would mount if default
were to seem more likely than not or if the prospect for recovery,
in event of default, were to worsen.

Ratings downgraded:

  -- Corporate Family, to Caa2 from Caa1

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

  -- $144.8 million first lien revolver due July 2016, to B2, LGD2
from B1, LGD2

  -- $187.3 million first lien term loan due July 2016, to B2, LGD2
from B1, LGD2

  -- $455.0 million senior unsecured notes due July 2017, to Caa3,
LGD5 from Caa2, LGD5

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

Rating outlook:

  -- Changed to Negative from Stable

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

DynCorp International Inc., headquartered in McLean, VA, provides
mission-critical support services outsourced by US military,
non-military US governmental agencies and foreign governments. The
company is an operating subsidiary of Delta Tucker Holdings, Inc.,
which is owned by affiliates of Cerberus Capital Management, LP.
Revenues for the twelve months ended March 31, 2015 were
approximately $2.1 billion.


ECOSPHERE TECHNOLOGIES: Brisben Reports 24.2% Stake as of May 8
---------------------------------------------------------------
William O. Brisben disclosed in an amended Schedule 13D filed with
the Securities and Exchange Commission that as of May 8, 2015, he
beneficially owns 51,136,145 shares of common stock of Ecosphere
Technologies, Inc., which represents 24.2 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                       http://is.gd/tQdrYS

                    About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,        
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere reported a net loss of $11.5 million on $1.11 million of
total revenues for the year ended Dec. 31, 2014, compared with net
income of $19.2 million on $6.71 million of total revenues for the
year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $15.05 million in total
assets, $3.82 million in total liabilities, $3.8 million in total
redeemable convertible cumulative preferred stock, and $7.42
million in total equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company reported a
net loss of $11.5 million in 2014, and cash used in operating
activities of $4.55 million and $10.3 million in 2014 and 2013,
respectively.  At Dec. 31, 2014, the Company had a working capital
deficiency, and accumulated deficit of $2.86 million, and $109
million, respectively.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.



EL PASO CHILDREN'S: Case Summary & 30 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: El Paso Children's Hospital Corporation
           dba El Paso Children's Hospital
        4845 Alameda Ave.
        El Paso, TX 79905-2705

Case No.: 15-30784

Nature of Business: Health Care

Chapter 11 Petition Date: May 19, 2015

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Hon. Christopher Mott

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  JACKSON WALKER LLP
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2076
                  Fax: (512) 691-4438
                  Email: ptomasco@jw.com

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Rosemary Castillo, Board chair.

List of Debtor's 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Texas Tech University                  Trade          $9,188,637
4800 Alberta
El Paso, TX 79905

Medassets, Inc.                        Trade            $646,917
P.O. Box 405652
Atltanta, GA 30384-5652

Cardinal Hlth Med Prod & SVC           Trade            $299,573
P.O. Box 730112
Dallas, TX 75373-0112

Amerisource Bergen Drug Corp.          Trade            $252,731
P.O. Box 100741
Pasadena, CA 91189-0741

Accredo Health Group, Inc.             Trade            $219,283

Children's Hospital Assoc. TX          Trade            $101,556

Hill Rom                               Trade             $97,814

Prolacta Bioscience Inc.               Trade             $90,062

Abbott Labs                            Trade             $78,296

Dept of Health & Human Ser            Refund             $73,404

Nova Biomedical Corp.                  Trade             $60,228

INO Therapeutics, LLC                  Trade             $48,334

Cerner Corporation                     Trade             $45,324

Bunnell Incorporated                   Trade             $42,098

Paso Del Norte HIE                     Trade             $40,000

Johnson & Johnson/Ethicon              Trade             $33,339

Integra Lifesciences Sales LLC         Trade             $28,019

Staples Advantage Dept Dal             Trade             $28,005

TMHP Financial Department             Refund             $25,303

Smith and Nephew, Inc.                 Trade             $23,705

Beckman Coulter, Inc.                  Trade             $22,202

Federal Republic of Germany            Trade             $20,498

KLS Martin L P                         Trade             $19,450

ABBOTT Nutrition                       Trade             $17,254

Vapotherm, Inc.                        Trade             $16,720
   
Superior Health                        Trade             $16,442

Aetna US Healthcare                   Refund             $15,853

Biomet Microfixation                   Trade             $15,661

Gulf Coast Pharmaceutical PLU          Trade             $15,604

Suture Express                         Trade             $15,340


EMMAUS LIFE: Delays Form 10-Q for First Quarter
-----------------------------------------------
Emmaus Life Sciences, Inc., filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015.   

"We experienced delays in completing our consolidated financial
statements for the quarter ended March 31, 2015 due to recent
changes in our management structure as disclosed in our Current
Reports on Form 8-K filed on April 16, 2015 and April 30, 2015.  In
addition, we are engaged in a review of the accounting treatment
relating to a specific transaction in 2013 and 2014 involving
certain warrant instruments which may not have been correctly
accounted for by us.  We are currently unable to determine if the
impact of these errors has a material effect on our previously
filed consolidated financial statements.  These delays could not
have been eliminated without unreasonable effort or expense.  We
expect to file our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2015 within the time period permitted by
Rule 12b-25," the Company said in the regulatory filing.

                          About Emmaus Life

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

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

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


ENDEAVOUR INT'L: Blackstone to Provide U.S. Assets Sale Work
------------------------------------------------------------
Endeavour Operating Corporation, et al., are asking the bankruptcy
court for approval to expand the scope of services being provided
by their financial advisor, Blackstone Advisory Partners L.P.

On Nov. 10, 2014, the Court approved Blackstone as financial
advisor to the Debtors.  The current scope of Blackstone's services
are governed by the amended engagement letter dated Nov. 6, 2014.

In late April 2015, the Debtors required additional services from
Blackstone relating to a potential U.S. asset sale transaction that
are outside the scope of the services covered by the Original
Engagement Letter.

Blackstone has agreed to provide these additional services:

   a) advise the Debtors in the sale, merger or other disposition
of all or a portion of the Debtors' U.S. assets, whether in a
series of transactions or otherwise;

   b) assist the Debtors in preparing marketing materials in
conjunction with a possible U.S. asset sale transaction(s); and

   c) assist the Debtors in identifying potential buyers or parties
in interest to a U.S. asset sale transaction(s).

According to the Debtors, concurrently with the execution of the
Additional Services Letter, Blackstone continues to be a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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

On April 29, 2015, the Debtor announced that, as a result of
recent
declines in oil and gas prices, the Company withdrew the proposed
Plan.



ENERGY FUTURE: Proposed Plan Timetable Facing Objections
--------------------------------------------------------
Energy Future Holdings Corp., et al.'s motion to set schedules and
protocols in connection with the confirmation of their Plan of
Reorganization and the approval of their Disclosure Statement is
facing objections from creditors.  

The objectors include:

    * Computershare Trust Company, N.A. and Computershare Trust
Company of Canada, as indenture trustee for the second lien notes
issued by debtors Energy Future Intermediate Holding Company LLC
and EFIH Finance Inc. pursuant to the Indenture dated as of April
25, 2011,

    * The ad hoc group of certain holders of approximately $2.7
billion of 10.25% Fixed Senior Notes due 2015 and 10.50%/11.25%
Senior Toggle Notes due 2016 issued by Texas Competitive Electric
Holdings Company LLC and TCEH Finance, Inc., and

    * The Ad Hoc Committee of TCEH First Lien Creditors.

                           Computershare

While it appreciates the need for a scheduling order to allow the
plan process to move forward, Computershare says that the  proposed
schedule contains a number of provisions that are prejudicial to
EFIH Second Lien Noteholders and therefore must be modified before
it can be approved:

   -- First, the Disclosure Statement, as it relates to the EFIH
Second Lien Notes, contains none of the "adequate information"
necessary for approval under Section 1125(a) of the Bankruptcy
Code.  Rather, the Disclosure Statement simply includes every
conceivable treatment the Debtors could offer the EFIH Second Lien
Notes.  Moreover, the Disclosure Statement does not include any of
the financial information necessary to understand the various
possible treatments.  Accordingly, the Court should not approve a
Disclosure Statement objection deadline in mid-June unless the
Court also orders the Debtors to file a Disclosure Statement which
at least attempts to address the issues laid out below at least two
weeks prior to the Disclosure Statement objection deadline.

   -- Second, the proposed Voting Record Date of 10 days prior to
the Disclosure Statement hearing does not comply with the
Bankruptcy Rules 3017 and 3018 and the Debtors do not attempt to
provide any reason why the Voting Record Date should not be the
same day as approval of the Disclosure Statement.

The EFIH Second Lien Indenture Trustee is represented by:

         Pachulski Stang Ziehl & Jones LLP
         Laura Davis Jones, Esq.
         Robert J. Feinstein, Esq.
         919 N. Market Street, 17th Floor
         Wilmington, DE 19899-8705
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mail: ljones@ pszjlaw.com
                rfeinstein@ pszjlaw.com

                    TCEH Unsecured Noteholders

The ad hoc group of certain holders of approximately $2.7 billion
of 10.25% Fixed Senior Notes due 2015 and 10.50%/11.25% Senior
Toggle Notes due 2016 issued by Texas Competitive Electric Holdings
Company LLC and TCEH Finance, Inc., states that the proposed
scheduling order is premature, inappropriate, and unnecessary in
these Cases.  Indeed, the stated purpose of the Motion -- to set a
schedule for the Debtors to exit chapter 11 before the expiry of
their exclusive periods -- rests on a fundamentally misguided
interpretation of the Bankruptcy Code.  

John L. Bird, Esq., of Fox Rothschild LLP, representing the ad hoc
group, says that the essential problem is that the Debtors'
self-proclaimed "determined march," like any other ill-fated forced
march, has lost touch with the goal of value creation.  The
opposing creditor constituencies in the Chapter 11 cases are
sophisticated, well-informed and intensely focused on realizing
recoveries on their prepetition claims.  The capital structure is
highly complex, the legal and operational issues affecting the
restructuring are considerable, and the economic fundamentals
underlying the Debtors' businesses are volatile.  Notwithstanding
any of this, as the ad hoc group recently informed the Court,
constituencies from across the structure have recently come
together to negotiate a plan structure that would render the
Debtors' proposed plan moot, ensure global consensus for an
expedited confirmation hearing, and provide recoveries
substantially in excess of those contained in the straw-man plan
the Debtors have filed.  The fact that this creditor-led process
remains fragile, uncertain and ongoing is not for the want of a
drill sergeant, and any insistence by the Debtors that their threat
of having the Court schedule confirmation of an unsupported,
value-destructive plan is what is spurring creditors to act is
naive.  On the contrary, forced engagement on the proposed plan
timetable is only going to make the pursuit of the end goal more
difficult, contentious and expensive.

              Committee of TCEH First Lien Creditors

The Ad Hoc Committee of TCEH First Lien Creditors generally
supports the relief requested in the Scheduling Motion.  However,
on April 24, 2015, the Debtors filed a revised form of proposed
order with respect to the Scheduling Motion that included a number
of provisions that would govern a proposed plan mediation process
among certain of the Debtors' creditors.  The Ad Hoc Committee of
TCEH First Lien Creditors does not support certain of the Mediation
Provisions set forth in the Revised Scheduling Order and reserves
all rights with respect to such provisions.  The Ad Hoc Committee
of TCEH First Lien Creditors will continue to work with the Debtors
and other parties in interest to hopefully resolve all open issues
with respect to the Mediation Provisions in advance of the hearing
to consider approval of the Scheduling Motion.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion.  The Debtors have $42
billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.



ENERGY TRANSFER: Fitch Rates Sr. Secured Notes Due 2027 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Energy Transfer
Equity, L.P.'s (ETE) senior secured notes offering due 2027.  ETE's
Issuer-Default Rating (IDR) is 'BB' and the Rating Outlook is
Stable.  ETE will use the proceeds to repay borrowings under its
term loan and revolving credit facilities and for general
partnership purposes.

KEY RATING DRIVERS

Increased Scale and Diversity: Recent mergers and growth projects
at and among ETE's subsidiaries have resulted in a larger, more
diversified, and generally stronger family of Energy Transfer
companies.  On a consolidated basis, the percentage of
contractually supported fee-based margins has gradually increased.
The recently completed merger between subsidiaries Energy Transfer
Partners, LP (ETP; 'BBB-'/Stable Outlook) and Regency Energy
Partners, LP (RGP; 'BBB-'/Stable Outlook) should provide ETE with
increased cash flows driven by expected synergies and improved
returns on growth projects previously planned at RGP. Additionally,
ETE should benefit somewhat from a simplification of its
organizational structure and slightly improved credit profile of
its subsidiaries though it remains structurally subordinate to a
significant amount of subsidiary debt.   ETP remains ETE's largest
source of cash flow and earnings.

Leverage Metrics: ETE's adjusted debt-EBITDA, which measures ETE
parent company debt against distributions it receives from its
affiliates, approximated 4.3x at the end of 2014.  Standalone
leverage at ETE is expected to be maintained in the 3.0x to 4.0x
range on a sustained basis.  A material weakening in leverage
metrics beyond 4.5x could result in a negative rating action.  ETE
has the authority to repurchase by ETE of up to $2 billion of its
common units at its discretion.  Fitch expects ETE to use revolver
drawdowns and issue new debt to fund any repurchases.

Liquidity is Adequate: ETE has access to a $1.5 billion secured
revolving credit facility that matures in December 2018.  ETE's
operating affiliates have significant operating flexibility with
adequate liquidity and the ability to fund their planned growth
with capital market transactions.  Potential uses of the revolver
include: funding stock buybacks, future acquisitions, and to
initiate organic growth projects not financed at the MLPs.  ETE has
no debt maturing until 2018.  Approximately $925 million was drawn
under the revolver as of March 31, 2014 leaving $575 million in
availability.  The revolver capacity was increased to $1.5 billion
(from $1.2 billion) in February 2015.

The ETE revolver and term loans have two financial covenants: a
maximum leverage ratio of 6.0x to 1.0x; 7.0x to 1.0x during a
specified acquisition period and fixed charge coverage ratio of
1.5x to 1.0x.  ETE notes, term loan and credit facility are secured
by a first priority interest in all tangible and intangible assets
of ETE, including its ownership interests in ETP.  ETE was in
compliance with all of its covenants as of
March 31, 2015.

KEY ASSUMPTIONS

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

   -- WTI oil price that trends up from $50/barrel in 2015 to
      $60/barrel in 2016 and a long-term price of $75/barrel; and
      Henry Hub gas that trends up from $3/mcf in 2015 to
      $3.25/mcf in 2016 and a long-term price of $4.50/mcf
      consistent with Fitch's published Base Case commodity price
      deck;

   -- Moderate revenue growth on existing assets at subsidiaries;

   -- Balanced funding of projected growth capital spending at
      subsidiaries with both debt and equity funding of growth
      capital spending and acquisitions

RATING SENSITIVITIES

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

   -- ETE parent company debt to EBITDA maintained below 1.5x;
   -- Improving credit profile at ETP.

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

   -- Increasing ETE parent company leverage above 4.5x;
   -- Weakening credit profiles at ETP.



ENERGY TRANSFER: S&P Assigns 'BB' Rating on Sr. Secured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '4' recovery rating to Energy Transfer
Equity L.P.'s (ETE) proposed senior secured notes due 2027.  The
'4' recovery rating reflects S&P's expectation of average (30% to
50%; in the upper half of the range) recovery if a default occurs.
The partnership intends to use net note proceeds to repay
borrowings under its revolving credit facility and for general
partnership purposes.  As of March 31, 2015, ETE had about $5.5
billion of reported debt on a stand-alone basis.  Dallas-based ETE
is a large publicly traded U.S. midstream energy partnership.

RATINGS LIST

Energy Transfer Equity L.P.
Corp credit rating                 BB/Stable/--

New Rating
Senior secured notes due 2027      BB
Recovery rating                    4H



EP ENERGY: S&P Assigns 'B' Rating on $800MM Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
issue-level rating and '6' recovery rating to Houston-based EP
Energy LLC's proposed $800 million senior unsecured notes due 2023.
The '6' recovery rating indicates S&P's expectation of negligible
(0% to 10%) recovery in the event of default.  S&P expects the
co-borrower of the notes to be Everest Acquisition Finance Inc.

The company plans to use the proceeds from the proposed notes to
fund the repurchase or redemption of all of the existing $750
million 6.875% senior secured notes due 2019 and repay a portion of
the borrowings under its credit facility, as well as for general
corporate purposes.

The ratings on EP Energy continue to reflect S&P's view of the
company's "fair" business risk and "aggressive" financial risk
profiles, as defined under S&P's criteria.  These assessments
reflect the company's medium size and scale and its high proportion
of proved undeveloped reserves.  The company's credit measures are
supported by significant hedges in place for 2015, accounting for
approximately 95% of projected oil and natural gas production.  EP
Energy is approximately 60% owned by private equity sponsors,
including Apollo Global Management and Riverstone Holdings LLC.
S&P assess the company's financial policy as "FS-5", given that S&P
expects management to maintain credit measures consistent with an
"aggressive" financial risk profile, as defined by S&P's criteria.

RATINGS LIST

EP Energy LLC
Corporate credit rating                       BB-/Stable/--

New Rating
EP Energy LLC
$800 mil proposed sr unsecd nts due 2023     B
  Recovery rating                             6



EPICOR SOFTWARE: Moody's Lowers CFR to B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Epicor Software Corporation's
corporate family rating to B3 from B2 and downgraded the company's
probability of default rating to B3-PD from B2-PD. Moody's also
assigned a B2 rating to Epicor's proposed first lien loan
facilities and assigned a Caa2 rating to the proposed second lien
term loan. The proceeds from the new credit facilities are being
used to refinance the existing notes, term loans, and holding
company pay-in-kind notes, as well as to fund a distribution to
shareholders. Epicor is simultaneously spinning off its retail
solutions business unit (approximately $134 million of revenue as
of March 31, 2015). The downgrade was driven by the material
increase in leverage as a result of the transactions. The outlook
is stable.

The B3 corporate family rating reflects Epicor's very high leverage
and aggressive financial policies, but balanced by its leading
position as a provider of ERP software solutions to a diverse range
of mid-market customers, and strong niche positions within certain
manufacturing, distribution and retail verticals. Pro forma for the
divestment of the retail solutions group business unit, one-time
charges and anticipated cost improvements, Moody's estimates pro
forma March 31, 2015, leverage at 7.5x (and over 9x on an actual
basis). Moody's believes that this high leverage level leaves the
company with little flexibility in the event of an economic
downturn or unforeseen deterioration of competitive positioning.
The company is also undergoing additional restructuring initiatives
across the sales, R&D and administrative organization and has
modest top line growth prospects for the near future. The B3 rating
also recognizes Epicor's high renewal rates, and thus revenue
visibility, on its maintenance and subscription revenues as
customers are reluctant to change ERP software providers.

The stable outlook reflects the highly recurring nature of Epicor's
maintenance revenues which should hold up during most economic
environments. The ratings could face upward pressure if leverage is
on track to decline below 6.5x, and free cash flow to debt is
sustained at approximately 5%. The ratings could face downward
pressure if leverage were to exceed 8x or if free cash flow were to
deteriorate.

Liquidity is good based on a projected $40 million of cash on the
balance sheet at the close of the transaction, a $100 million
revolving credit facility (expected to be undrawn at closing) and
modest, but positive free cash flow.

Downgrades:

Issuer: Epicor Software Corporation

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

  -- Corporate Family Rating, Downgraded to B3 from B2

Assignments:

Issuer: Epicor Software Corporation

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

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

Outlook Actions:

Issuer: Epicor Software Corporation

  -- Outlook, Remains Stable

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


ESTERLITA CORTES TAPANG: Court Values Property at $1,148,785
------------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt valued a debtor's collateral
at $1,148,785.00 in the case captioned In re: ESTERLITA CORTES
TAPANG, Chapter 11, Debtor, CASE NO. 11-59479-ASW (Bankr. N.D.
Cal.).

Debtor Esterlita Cortes Tapang asked the court to set a value for
the property located at 523 Burlingame Avenue in Capitola,
California. The court found that the fair market value of the
property is $1,148,785.00.  Because the County of Santa Cruz's
claim for delinquent property taxes ($100,060.32) has priority over
the claim of creditor 523 Burlingame LLC, the creditor's claim is
secured in the amount of $1,048,724.68.  The remaining portion of
the creditors claim, $780,443.05, is unsecured.

A copy of the April 17, 2015 memorandum decision is available at
http://is.gd/aPL3WKfrom Leagle.com.


FAMILY CHRISTIAN: To Hold Auction for Assets May 21
---------------------------------------------------
Retailer Family Christian LLC is set to hold an auction for most of
its assets on May 21, according to a filing it made in U.S.
Bankruptcy Court for the Western District of Michigan.

The auction will take place at the offices of Keller & Almassian
PLC, the Michigan-based law firm hired by the company to be its
legal counsel.

Secured lenders FC Special Funding LLC and Credit Suisse AG's
Cayman Islands branch can participate at the auction and purchase
the assets by use of a so-called credit bid.

A court hearing to consider the sale of the assets to the winning
bidder is scheduled for June 4.  

Last month, U.S. Bankruptcy Judge John Gregg approved a bidding
process that allowed Family Christian to solicit offers and sell
its assets to the highest bidder.

The bidding procedures set a May 18 deadline for potential buyers
to make an offer.  Bidders were required to make a cash deposit,
which is 3.5% percent of the purchase price to be paid.

A copy of the document detailing the bidding procedures is
available for free at http://is.gd/EsW6mA

Family Christian earlier lashed back at a group representing
suppliers who believed that they should be consulted on key aspects
of the bidding process.

The company argued the group should not be given "additional seats
at the table" since it would be unfair to other creditors given
that two of the suppliers are members of its official committee of
unsecured creditors.  

The company and FC Special Funding, one of the secured lenders,
also defended an aspect of the bidding procedures that gives
lenders the right to credit bid on their collateral following
objections from the U.S. trustee and unsecured creditors'
committee.

Family Christian on Feb. 12 initially proposed to sell its assets
at an auction, with FCS Acquisition LLC as the stalking horse
bidder.  The proposed sale, however, drew "vigorous" objections
from the Justice Department's bankruptcy watchdog and various other
groups, according to court filings.

On March 23, FCS Acquisition terminated its sale agreement with
Family Christian after the latter decided not to proceed with the
sale.

                     About Family Christian

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

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

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

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


FORESTRY MUTUAL: A.M. Best Raises Finc'l Strength Rating to 'B+'
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating to "bbb-" from
"bb+" of Forestry Mutual Insurance Company (FMIC) (Raleigh, NC).
The outlook for both ratings remains positive.

The upgrade reflects FMIC's significant improvement in recent years
in underwriting and operating results, as well as positive
underwriting cash flows.  FMIC continues to benefit from geographic
diversification entering markets in neighboring states, management
initiatives taken in recent years to restructure its reinsurance
program to reduce net loss ratio volatility, non-renewal of
unprofitable accounts and the implementation of a zero-tolerance
policy for failure to comply with safety requirements.  The outlook
reflects A.M. Best's expectation of positive rating movement in the
long term if FMIC's results continue to improve.  While FMIC is
well- positioned at its current rating level, negative rating
actions could occur if earnings were to decline and/or
capitalization levels were to materially deteriorate.


FRESH PRODUCE: Alliance Management Approved as Financial Advisor
----------------------------------------------------------------
Fresh Produce Holdings, LLC, received approval from the bankruptcy
court to employ BGA Management, LLC, doing business as Alliance
Management, as financial advisor.

As reported in the Troubled Company Reporter on April 28, 2015,
Alliance is expected to provide these services, among other
things:

   (a) assess and evaluate the Debtor's financial and operational
condition, including preparing a 13-week cash flow for review by
the Debtor's senior lender;

   (b) advise the Debtor regarding business planning issues and the
financial management of the Debtor's business; and

   (c) assist in communication and negotiation with the Debtor's
creditors, landlords, and others having a relationship with the
Debtor's business.

Alliance will bill its time for services rendered at these hourly
rates:

      Michael Knight          $495
      Alex G. Smith           $390
      David Burke             $380
      Brock Kline             $295

In addition to Alliance's fees, Alliance will be reimbursed for all
reasonable business and travel expenses.

The Debtor engaged Alliance to perform services as financial
advisors in February 2015.  The Debtor paid Alliance an initial
prepetition retainer of $20,000, which it applied to its fees and
expenses in the ordinary course of business.  The total amount
resulting from the Debtor's replenishment payments and Alliance's
application of the same is $273,647.  Alliance is holding $116,352
as a postpetition retainer until allowance of its final fee
application, at which time it will remit any unapplied portion of
the postpetition retainer to the Debtor.

Alex G. Smith, management consultant of Alliance, assures the Court
that his firm (a) has no connection with the Debtor, its creditors,
or other parties-in-interest in the Debtor's cases; (b) does not
hold any interest adverse to the Debtor's estates; and (c) is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.

                   About Fresh Produce Holdings

Fresh Produce Holdings, LLC, and five separate entities filed
Chapter 11 petitions in the U.S. Bankruptcy Court for the District
of Colorado on April 4, 2015.  Holdings is the parent company, and
the various related or subsidiary entities include: Fresh Produce
Retail, LLC, Fresh Produce Sportswear, LLC, Fresh Produce of St.
Armands, LLC, FP Brogan-Sanibel Island, LLC, and Fresh Produce of
Coconut Point, LLC.  All of the cases are jointly administered
under Case No. 15-13485.

Headquartered in Boulder, Colorado 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 in the
United States.  It says products are available in 26 company-owned
boutiques located across the United States, as well as 400
independent retail locations.

Fresh Produce Holdings disclosed $15,657,041 in assets and     
$13,320,303 in liabilities as of the Chapter 11 filing.

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

The bankruptcy cases are 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: Brownstein Hyatt Approved as Bankruptcy Counsel
--------------------------------------------------------------
Fresh Produce Holdings, LLC, won approval from the bankruptcy court
to employ Brownstein Hyatt Farber Schreck, LLP, as counsel, nunc
pro tunc to the Petition Date.

As reported Troubled Company Reporter on April 28, 2015, BHFS is
expected to provide these legal services, among other things:

   (a) assist in the production of the Debtor's schedules and
statement of financial affairs and other pleadings necessary to
file its Chapter 11 cases;

   (b) assist in the preparation of motions and documents related
to the sale of assets under Section 363 of the Bankruptcy Code, if
necessary; and

   (c) assist in the preparation of the Debtor's plan of
reorganization and disclosure statement, if necessary.

The BHFS attorneys who will work on the case include primarily:

                                            Hourly Rate
                                            -----------
   Michael J. Pankow, Esq., shareholder        $595
   Joshua Hantman, Esq., shareholder           $410
   Rafael Garcia-Salgado, Esq., associate      $275
   Sheila Grisham, paralegal                   $245

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

BHFS received prepetition retainer payments from the Debtor
totaling $180,000.  

Mr. Pankow assures the Court that BHFS is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                   About Fresh Produce Holdings

Fresh Produce Holdings, LLC, and five separate entities filed
Chapter 11 petitions in the U.S. Bankruptcy Court for the District
of Colorado on April 4, 2015.  Holdings is the parent company, and
the various related or subsidiary entities include: Fresh Produce
Retail, LLC, Fresh Produce Sportswear, LLC, Fresh Produce of St.
Armands, LLC, FP Brogan-Sanibel Island, LLC, and Fresh Produce of
Coconut Point, LLC.  All of the cases are jointly administered
under Case No. 15-13485.

Headquartered in Boulder, Colorado 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 in the
United States.  It says products are available in 26 company-owned
boutiques located across the United States, as well as 400
independent retail locations.

Fresh Produce Holdings disclosed $15,657,041 in assets and     
$13,320,303 in liabilities as of the Chapter 11 filing.

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

The bankruptcy cases are 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).



GBG RANCH: Examiner Seeks 3rd Extension of Claims Report Filing
---------------------------------------------------------------
Ronald Hornberger, the Chapter 11 Examiner appointed in GBG Ranch,
Ltd.'s bankruptcy case, filed a third unopposed motion asking the
U.S. Bankruptcy Court for the Southern District of Texas, Laredo
Division, to further extend the deadline for the completion and
filing of his claims report.

Mr. Hornberger requested that he be given an extension up to May
15, 2015 to file his report.  He relates that he has had numerous
in-person conferences and telephone conferences with the counsel of
the Debtor, counsel for Guillermo Benavidez Z, the Examiner's
forensic accountant, Jason Rae of Lain Faulkner, and other
interested parties in the case.

The Examiner tells the Court that it has become apparent through
these conferences that he requires additional time to collect
documentation and/or information necessary in order for him to
complete his Report.  While all parties had been most cooperative
with him and Mr. Rae, they had underestimated the time they need to
respond to their requests, the Examiner says.  Further, discussions
in meetings and conference calls often have led to discovery of
further areas of inquiry and/or categories of information and/or
documentation needed, the Examiner adds.

In a separate motion, the Examiner sought authority from the Court
to file under seal the Report and the Exhibits thereto because all
the information that has been made available to him is information
that is or should be of interest only to the Court and the
Benavides Family Entities or Family Members, and because much of
the information is the private, business, commercial or family
information.

The Chapter 11 Examiner is represented by:

         Ronald Hornberger, Esq.
         PLUNKETT & GRIESENBECK, Inc.
         1635 N.E. Loop 410, Suite 900
         San Antonio, TX 78209
         Tel: (210) 734-7092
         Fax: (210) 734-0379
         Email: rhornberger@pg-law.com

                           About GBG Ranch

GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas
on July 8, 2014, without stating a reason.  In a schedules filed
Dec. 9, 2014, the Debtor disclosed $54,111,258 in assets and
$4,401,493 in liabilities as of the Chapter 11 filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.


GENERAL STEEL: Needs More Time to File Q1 Form 10-Q
---------------------------------------------------
General Steel Holdings, Inc. was unable to file the quarterly
report on Form 10-Q for the quarter ended March 31, 2015, within
the prescribed time period without unreasonable effort or expense
because additional time is required to complete the preparation of
the Company's financial statements in time for filing.  The
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015,
will be filed as soon as practicable.

                    About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.

General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013.

As of March 31, 2015, the Company had $2.5 billion in total assets,
$3.14 billion in total liabilities and a $636.9 million total
deficiency.

Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has an accumulated deficit,
has incurred a gross loss from operations, and has a working
capital deficiency at Dec. 31, 2014.  These conditions raise
substantialdoubt about the Company's ability to continue as a going
concern.


GLOBAL COMPUTER: Qwest Opposes Structured Dismissal
---------------------------------------------------
Global Computer Enterprises, Inc.'s motion for a structured
dismissal of its Chapter 11 case, or in the alternative, for
approval of the disclosure statement explaining a 100% payout plan
is facing an objection from Qwest Government Services, Inc. doing
business as CenturyLink QGS

Qwest stated that the motion does not specify the timeframe in
which disputed claims would be paid following resolution.
According to Qwest, the Debtor's structured dismissal would also
provide that, after  the entry of an order approving a structured
dismissal, the committee of unsecured creditors would be
dissolved.

Qwest argues that (i) the structured dismissal sought by the Debtor
is legally impermissible and unwarranted; (ii) even if legally
permissible, there is no basis to dismiss the case; and (iii) even
if permissible, structured dismissal must not be approved without
the consent of all interested parties.

                       Structured Dismissal

As reported in the Troubled Company Reporter on March 26, 2015, the
Debtor stated that it has more than $19 million in cash to pay
general unsecured and priority claims in the total amount of
$12 million, including the settlement with John Tayloy McConkie of
the U.S. Department of Justice on behalf of the United States of
America in the amount of $9 million.

Because all creditors with allowed claims can be paid in full as of
April 14, 2015, and because every dollar spent on the Official
Committee of Unsecured Creditors' Plan process -- including the
solicitation procedures, the disbursing agent, ongoing professional
fees and other administrative costs -- would be taken from the
return to equity, the Debtor submits that it is in the best
interest of the estate to pay all the claims in April and provide
for a structured dismissal.

In the alternative, if the Court finds that a structured dismissal
is not appropriate, the Debtor requests approval of its Disclosure
Statement and hearing on confirmation of the Debtor's 100% full
payment Plan without solicitation procedures.

                      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.



GOOD SAMARITAN HOSP.: S&P Ups 1991 Revenue Bonds Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BB+' from 'BB' on the California Health Facilities Financing
Authority's series 1991 revenue bonds, issued on behalf of Good
Samaritan Hospital.  The outlook is stable.

"The raised rating reflects the application of our criteria, 'U.S.
Not-for-Profit Acute-Care Stand-Alone Hospital criteria,' published
on Dec. 15, 2014," said Standard & Poor's credit analyst Robert
Dobbins.  "The 'BB+' rating better reflects Good Sam's persistent
adjusted operating losses, which are partially mitigated by the
receipt of provider fee funds, and the potential for major future
capital investment to remain competitive with other providers and
to address its very high age of plant," Mr. Dobbins added.

Good Samaritan is a 322-staffed-bed tertiary hospital located in
downtown Los Angeles.  Its major service lines include cardiology
(including cardiothoracic surgery), orthopedics, neurosciences,
ophthalmology, and women's services.



GREAT PLAINS: Court Dismisses Bid to Approve Sixth Amended Plan
---------------------------------------------------------------
U.S. Bankruptcy Judge Thomas P. Agresti ordered that the motions to
consider approval of the Sixth Amended Plan of Reorganization dated
Feb. 27, 2015; and Debtor-Out-Possession financing are dismissed
without prejudice to re-filing.

As reported in the Troubled Company Reporter on April 2, 2015, at
the March 12 status conference, the Court said that the overall
prospects for the Sixth Amended Plan are not promising, however,
prior to finally deciding the matters, the Court will give the
Debtor an opportunity to further explain the Plan and for parties
to further articulate their positions at a hearing.

The Court further advised the Debtors, and reiterated for the sake
of absolute clarity, that for the Sixth Amended Plan to have any
chance of a favorable reception, the proposed financing would have
to be locked in place by the time of the hearing such that the only
remaining condition would be approval of the Court.

On Feb. 27, 2015, the Debtors filed similar Sixth Amended Plan.
Much like the Debtors' five prior plans, upon an initial review by
the Court the Sixth Amended Plan appears speculative at best and is
once again based on the Debtors obtaining financing from an unknown
source without the terms fully disclosed.

The Debtors, in their motion to approve the Sixth Amended Plan,
stated that while cooperating with the trustee in the operation of
the businesses of the Debtors, Richard Osborne has secured
conditional approval for a loan in the amount of $4 million from
Private Capital Group.

As a result of the conditional approval of the loan, the Debtors
have secured the requisite capital to fund the Sixth Amended Plan.

The Sixth Amended Plan proposes to use the loan proceeds: (1) to
satisfy claim of RBS Citizens, N.A. by paying $3 million to RBS in
exchange for RBS assigning to Private Capital, without recourse,
the claims and liens held by RBS; (2) to pay the allowed claim
of 1st Source Bank; and (3) to fund the other payments required on
the Effective Date of the Sixth Amended Plan.

The Debtor said that the Fifth Amended Disclosure Statement should
be deemed to provide adequate information to voting creditors, as
required by Sections 1125 and 1127 of the Bankruptcy Code.  The
Debtor requested that the Court grant the Debtor permission to
immediately commence balloting for the Sixth Amended Plan.

                    About John D. Oil & Gas;
              OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Dec. 31, 2011, showed $6.98 million in total assets,
$13.26 million in total liabilities, and a stockholders' deficit
of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.



GUIDED THERAPEUTICS: David Musket Reports 7% Stake as of Dec. 16
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, David B. Musket disclosed that as of Dec. 16, 2014, he
beneficially owns 7,088,347 shares of common stock of Guided
Therapeutics, Inc., which represents 7.09 percent of the shares
outstanding.  ProMed Partners, LP also owns 1,345,425 common shares
as of that date.  A copy of the regulatory filing is available for
free at http://is.gd/whycSJ

                     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 March 31, 2015, the Company had $2.56 million in total
assets, $7.57 million in total liabilities and $5.01 million total
stockholders' deficit.


HIPCRICKET INC: Ch. 11 Plan Declared Effective
----------------------------------------------
Hipcricket, Inc.'s Amended Chapter 11 Plan of Reorganization became
effective on May 15, 2015, a day after Judge Laurie Selber
Silverstein of the U.S. Bankruptcy Court for the District of
Delaware granted final approval of the disclosure statement
explaining the Plan and confirmation of the Plan.

The Plan, which is co-sponsored by ESW Capital, LLC, provides for
(1) the reorganization of the Debtor by retiring, cancelling,
extinguishing and/or discharging the Debtor's prepetition equity
interest and issuing new equity to the Plan Sponsor and to the DIP
Lender, to the extent that it exercises the Subscription Option,
and (2) the distribution of Cash and rights to certain litigation
recoveries to holders of Allowed Claims in accordance with the
priority established by the Bankruptcy Code.

A full-text copy of the Plan dated May 14, 2015, is available at
http://is.gd/T4nN1B

A full-text copy of the Exhibit D - Form of Distribution Trust
Agreement is available at http://is.gd/ucVYYd

                       About Hipcricket Inc.

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

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

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

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

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

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


HIPCRICKET INC: Seeks Termination of 401(k) Plan
------------------------------------------------
Hipcricket, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to terminate the Hipcricket, Inc.
401(k) Retirement Plan and implement procedures through which the
Debtor may do so in accordance with the Internal Revenue Code.

The Debtor's counsel, James O'Neill, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, tells the Court that the
Debtor maintains the 401(k) Plan, which is a qualified plan that is
subject to Section 401(a) and 401(k)of the IRC and the Employee
Retirement Income Security Act of 1974.  The 401(k)Plan is
sponsored and administered by the Debtor.  Eligible employees can
elect to make pre-tax salary deferral contributions and Roth
contributions to the 401(k) Plan through payroll deductions that
are then paid to a trust shortly thereafter.  The Debtor collects
contributions from the Plan Participants from each payroll and
transfers those contributions into the 401(k) Plan's trust.  The
Debtor may make discretionary non-elective contributions and
discretionary matching contributions to the 401(k)Plan.

Mr. O'Neill asserts that sound business reasons exist to terminate
the 401(k) Plan: (1) pursuant to the Plan of Reorganization and
Disclosure Statement, the 401(k) Plan will not be assumed because
it is anticipated that employees of the Reorganized Debtor will
participate in a 401(k) plan sponsored by ESW; and (2) as of the
closing date of the sale of the Debtor's assets, the Debtor will no
longer have any employees to administer the 401(k) Plan, as they
will be employed by the Reorganized Debtor.  Moreover, if the
401(k) Plan is not terminated, the Debtor's estate will incur
additional, unwarranted costs in connection with the ongoing
administration of the 401(k) Plan (subject to the actions that the
Debtor must take to distribute the 401(k) Plan assets and wind up
the 401(k) Plan) as associated costs of administration thereunder,
Mr. O'Neill further asserts.

The Debtor is represented by:

         Ira D. Kharasch, Esq.
         Linda F. Cantor, Esq.
         James O'Neill, Esq.
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705
         Tel: (302)652-4100
         Fax: (302)652-4400
         Email: ikharasch@pszjlaw.com
                lcantor@pszjlaw.com
                joneill@pszjlaw.com

                       About Hipcricket Inc.

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

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

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

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

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

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


INFORMATICA CORP: S&P Assigns Prelim. 'B' CCR, Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary
'B' corporate credit rating to Redwood City, Calif.-based
Informatica Corp.  The outlook is negative.

At the same time, S&P assigned its preliminary 'B' issue-level
rating and preliminary '3' recovery rating to the company's
proposed $1.875 billion senior secured term loan B due 2022 and to
its $150 million revolving credit facility due 2020.  The
preliminary '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; higher half of the range) recovery in the
event of a payment default.

S&P also assigned its preliminary 'CCC+' issue-level rating and
preliminary '6' recovery rating to the company's proposed $750
million senior unsecured notes due 2023.  The preliminary '6'
recovery rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

Italics Merger Sub Inc., an acquisition vehicle jointly controlled
by the owners (Permira and Canada Pension Plan Investment Board),
will be the initial borrower of the debt.  On the completion of the
transaction, Informatica Corp. will become the borrower.  S&P will
finalize its preliminary ratings following a review of the executed
closing documents.

"The rating on Informatica reflects our forecast for adjusted
leverage to fall below 8x over the next 12 to 18 months," said
Standard & Poor's credit analyst Christian Frank.

"The rating also reflects the company's narrow market focus and
competitive operating environment, but also its market leadership
positions and good exposure to high-growth segments," he added.

The negative outlook also reflects S&P's view that Informatica's
high leverage, as well as the risks associated with implementing
its targeted cost savings, could lead to lower ratings over the
next 12 to 18 months.

S&P could lower the rating if integration‐related disruptions or
increased competition from larger competitors preclude the company
from reducing leverage to below 9x over the next 18 months.

S&P could revise the outlook to stable over the next 12 months if
the company continues delivering good revenue growth, captures cost
savings without significantly disrupting the business, and records
leverage in the mid‐ to low‐8x area with prospects for further
leverage reduction.



ION GEOPHYSICAL: Moody's Lowers CFR to Caa2, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded ION Geophysical Corporation's
Corporate Family Rating to Caa2 from B3, its Probability of Default
Rating (PDR) to Caa2-PD from B3-PD, its $175 million senior secured
notes to Caa3 from Caa1, and its Speculative Grade Liquidity Rating
to SGL-4 from SGL-3. The rating outlook remains negative.

"ION's ratings downgrade and negative outlook reflects its weakened
cash flow generation and diminished liquidity cushion, leaving ION
with less financial flexibility to both fund potential legal
contingencies and weather through the current industry downturn,"
commented Gretchen French, Moody's Vice President.

Issuer: ION Geophysical Corporation

Rating Downgrades:

  -- Corporate Family Rating to Caa2 from B3

  -- Probability of Default Rating to Caa2-PD from B3-PD

  -- $175 Million Senior Secured Notes due in 2018, to Caa3
     (LGD 4) from Caa1 (LGD 4)

  -- Speculative Grade Liquidity rating to SGL-4 from SGL-3

Outlook Actions:

  -- Outlook Remains Negative

ION's Caa2 CFR reflects its exposure to the highly volatile and
cyclical seismic sector, which is currently in the midst of a
severe sector down-turn, pressuring ION's earnings and cash flow
generation. The seismic sector is typically the first sub-sector in
the oilfield services industry to decline in a down-cycle and the
last sub-sector to benefit from an up-cycle recovery. This exposure
results in significant earnings and cash flow volatility, and
limits both debt capacity and debt recovery prospects. The rating
is further constrained by uncertainties related to the ultimate
cash impact of ION's litigation with WesternGeco (subsidiary of
Schlumberger Ltd, Aa3 stable).

ION's Caa2 CFR remains supported by ION's long track record in the
seismic sector, with good product line and geographic diversity
within the seismic sector, and a high level of capital spending
flexibility. With weak sector conditions, ION continues to focus on
lowering its cost structure, increasing its cash flow generation
and ensuring high levels of pre-funding for multi-client capital
spending. Nevertheless, ION faces the risk that it is unable to
maintain a sufficient liquidity cushion to fund any potential legal
contingencies and weather through the current sector down-turn.

ION's SGL-4 Speculative Grade Liquidity rating reflects a weak
liquidity profile through early 2016. ION is expected to generate
both negative EBITDA and negative cash flow generation in the first
half of 2015. While Moody's expects EBITDA and cash flow generation
to turn positive in the second half of 2015, there remains
uncertainty as to the degree and pace of recovery in earnings and
cash flow.

ION's liquidity is further constrained by the uncertain access to
its undrawn $80 million revolving credit facility over the course
of the next 12-15 months. Borrowings under the revolver are subject
to both a monthly borrowing base calculation ($43 million borrowing
base as of March 31, 2015) and a financial covenant (funded secured
debt/(EBITDA less multi-client spending) of no more than 3.0x.

The SGL-4 is further tempered by the uncertainty over the ultimate
outcome of ION's litigation exposure. ION benefits from a healthy
cash position of $144 million, albeit down from $174 million at
year-end 2014. However, Moody's has assumed that up to $120 million
of this cash balance is used to cash collateralize a $120 million
appeal bond. ION's litigation exposure with WesternGeco currently
stands at $124 million and remains on appeal. Sureties retain the
option to require ION to post collateral with them at any time the
appeal bond is outstanding. ION could use cash on the balance
sheet, if needed, to fund any cash collateralizations needs. As of
March 31, 2015, ION has not been required to post any cash
collateral on the appeal bonds.

The Caa3 rating on ION's $175 million of second priority senior
secured notes due 2018 reflects the overall probability of default
of ION, to which Moody's assigns a PDR of Caa3-PD. The senior
secured notes are guaranteed by essentially all material domestic
subsidiaries on a senior secured basis, but second in priority to
ION's undrawn first priority $80 million senior secured credit
facility. The notes do not benefit from upstream guarantees from
ION's foreign subsidiaries or its joint ventures. While ION's
decreased borrowing base, and other factors, would result in the
notes being rated the same as the CFR under Moody's Loss Given
Default Methodology, Moody's has notched the notes to Caa3 as
Moody's believes that rating more appropriately reflects the
limited debt recovery prospects on the notes.

The negative rating outlook reflects weak seismic sector
fundamentals and the concern regarding the degree of success ION
will have in generating sufficient free cash flow through early
2016 in order to help re-build up its cash balances and its
liquidity cushion.

The ratings could be downgraded if ION's earnings and liquidity
profile further weakens, including declines in its cash balances to
below $120 million.

The ratings could be upgraded if ION is able to generate positive
EBITDA and improves its liquidity cushion such that its liquidity
improves to $180 million. Moody's consider liquidity cushion to
include both cash balances and availability on its revolver for
drawings, and that $180 million is necessary in order to fund both
IONs internal cash needs and the potential full funding of any cash
collateralization needs on its $120 million appeal bond.

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.

ION Geophysical Corporation provides seismic services and products
to the global energy industry and is headquartered in Houston, TX.



IRONSTONE GROUP: Needs More Time to File Q1 Form 10-Q
-----------------------------------------------------
Ironstone Group, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the period ended
March 31, 2015.

"Due to a late private investment valuation update, further time is
required to update the financial statements to reflect the change,"
the Company said in the filing.

                      About Ironstone Group

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.

Ironstone reported a net loss of $259,000 for the year ended
Dec. 31, 2014, compared to a net loss of $170,000 for the year
ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $3.01 million in total assets,
$1.77 million in total liabilities, and $1.23 million in total
stockholders' equity.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has recurring net losses and negative cash flows from
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


JETBLUE AIRWAYS: S&P Raises CCR to 'B+', Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on New York–based JetBlue Airways Corp.
to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised all of its issue-level ratings on the
company's debt by one notch.  S&P's '4' recovery rating on the
company's unsecured debt remains unchanged, indicating its
expectation for average (30%-50%; at the high end of the range)
recovery in the event of a default.

"Our upgrade on JetBlue reflects its improved operating performance
and reduced debt, which have strengthened the company's credit
measures," said Standard & Poor's credit analyst Betsy Snyder.  As
of March 31, 2015, JetBlue's trailing-12-month funds from
operations (FFO)-to-debt ratio was 28% and its debt-to-EBITDA
metric was 2.9x.  S&P expects the company to maintain its stronger
operating performance, due in large part to lower fuel prices,
keeping its credit metrics relatively stable through 2016.

The stable outlook reflects S&P's expectation that JetBlue's credit
metrics will remain relatively consistent through 2016.

S&P could raise its ratings on JetBlue if the company's operating
performance continues to improve, based on higher than expected
revenue growth, and it continues to reduce its debt, increasing its
FFO-to-debt ratio to over 40% on a sustained basis.

Although unlikely, S&P could lower the ratings if JetBlue's
operating performance is affected by weaker-than-expected demand
and/or substantially higher fuel prices, causing the company's
FFO-to-debt ratio to fall below 20% on a sustained basis.



JULIE LEE KESTNER: Counsel Wins Partial Approval of Fee Bid
-----------------------------------------------------------
Bankruptcy Judge Robert A. Gordon granted in part debtor's
counsel's interim application for compensation in the case
captioned In re: Julie Lee Kestner and Melvin Dean Kestner, Chapter
11, Debtors, CASE NOS. 12-32831-RAG,, 12-32832-NVA, JOINTLY
ADMINISTERED (Bankr. D. Md.).

In allowing fees in the amount of $81,432.18, Judge Gordon
considered services provided by the debtors' counsel (a) through
May 8, 2013, while their cases were administered under Chapter 13,
(b) from May 9th through August 31, 2013, while their cases were
administered under Chapter 11, and (c) in the state court case
previously filed by Ms. Kestner's ex-husband, James Nicholson
against them.

Judge Gordon likewise allowed costs in the total amount of
$4,142.84.

A copy of the April 20, 2015 memorandum opinion is available at
http://is.gd/iZrR7Rfrom Leagle.com.

About the Kestners

The case of Julie Kestner and the separate case of her husband
Melvin Kestner were filed simultaneously on December 27, 2012 under
Chapter 13 of the Bankruptcy Code.  When the cases were converted
to Chapter 11 less than five months later on May 9, 2013, there
were already over 100 docket entries in Julie Kestner's case.


KARMALOOP INC: Capstone's Brian Davies Okayed as CRO
----------------------------------------------------
Karmaloop, Inc., et al., received approval from the bankruptcy
court to (i) employ CRS Capstone Partners, LLC to provide the
Debtor a chief restructuring officer and certain additional
personnel; and (ii) designate Brian Davies as CRO.

Mr. Davies will assist the Debtors in their operations and manage
the Debtors' restructuring efforts, including negotiating with
parties-in-interest and providing direction to the Debtors'
restructuring professional and advisors.

Capstone will charge the Debtors a weekly rate of $45,000 for the
full time services of the CRO.  Additional Capstone resources will
be provided based on weekly time incurred by assigned Capstone
staff at these standard hourly rates:

   Senior Partners and Managing Director           $425 to $375
   Principals and Directors                        $350 to $300
   Senior Vice Presidents and Vice Presidents      $275 to $250
   Senior Associates and Associates                   $225
   Analyst                                            $175

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

                         About Karmaloop Inc.

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

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

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

The U.S. Trustee for Region 3 appointed five creditors of Karmaloop
Inc. to serve on the official committee of unsecured creditors.
Lowenstein Sadler LP serves as its counsel, and Emerald Capital
Advisors serves as its financial advisors.



KARMALOOP INC: Rust Consulting Approved as Administrative Agent
---------------------------------------------------------------
Karmaloop, Inc., et al., received approval from the bankruptcy
court to employ Rust Consulting Omni Bankruptcy as administrative
agent, nunc pro tunc to the Petition Date.

Although the Debtors have not yet filed their schedules of assets
and liabilities, the Debtors anticipate that there will be in
excess of $46,000 creditors and other parties-in-interest to be
noticed.

Rust Omni is expected to, among other things:

   1. tabulate votes and perform subscription services as may be
requested or required in connection with any Chapter 11 Plans by
the Debtors and provide ballot reports and related balloting and
tabulation services to the Debtors and their professionals;

   2. provide a general an official ballot certification and
testify, if necessary, in support of the ballot tabulation
results;
and

   3. manage any distribution pursuant to a confirmed plan prior to
the effective date of the plan.

Prior to the filing of the cases, the Debtors paid Rust Omni a
retainer of $15,000.

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

                         About Karmaloop Inc.

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

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

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

The U.S. Trustee for Region 3 appointed five creditors of Karmaloop
Inc. to serve on the official committee of unsecured creditors.
Lowenstein Sadler LP serves as its counsel, and Emerald Capital
Advisors serves as its financial advisors.



KARMALOOP INC: Womble Carlyle Approved as Bankruptcy Counsel
------------------------------------------------------------
Karmaloop Inc., et al., won approval from the bankruptcy court to
employ Womble Carlyle Sandridge & Rice, LLP, as counsel.

Womble Carlyle has discussed with Burns & Levinson LLP, a proposed
counsel, a division of responsibilities so as to minimize
duplication of services.

The Debtors initially paid Womble Carlyle $50,000 as a retainer and
advance on March 6, 2015, an additional retainer of $42,992 on
March 20, 2015, and an additional retainer of $5,000 on March 23,
2015, to be held as on-account cash for the advance payment of
prepetition professional fees and expenses incurred and charged by
Womble Carlyle in its representation of the Debtors.

The hourly rates of Womble Carlyle's personnel are:

         Steven K. Kortanek, partner          $675
         Thomas M. Horan, partner             $435
         Ericka F. Johnson, associate         $375
         Morgan L. Patterson, associate       $350

         Attorney                        $230 to $750
         Paraprofessionals                $65 to $350

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

                         About Karmaloop Inc.

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

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

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

The U.S. Trustee for Region 3 appointed five creditors of Karmaloop
Inc. to serve on the official committee of unsecured creditors.
Lowenstein Sadler LP serves as its counsel, and Emerald Capital
Advisors serves as its financial advisors.



KINGSTONE COMPANIES: A.M. Best Lifts Issuer Credit Rating to 'bb'
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B++
(Good) from B+ (Good) and the issuer credit rating (ICR) to "bbb"
from "bbb-" of Kingstone Insurance Company (Kingstone) and the ICR
to "bb" from "bb-" of the publicly traded holding company of
Kingstone, Kingstone Companies, Inc. [NASDAQ: KINS].  The outlook
for all ratings has been revised to stable from positive.  Both
companies are headquartered in Kingston, NY.

The ratings upgrade reflects Kingstone's improved risk-adjusted
capitalization in recent years and continued favorable operating
earnings, which have enabled it to consistently grow its
policyholders' surplus.  Kingstone's risk-adjusted capitalization
significantly improved at year-end 2013, driven by a $15.0 million
capital contribution from its parent, following an $18.8 million
public offering on Dec. 13, 2013.  The capital raised in this
public offering also enabled management to repay all of its
outstanding debt at Kingstone Companies, Inc.

The ratings reflect Kingstone's solid risk-adjusted capitalization,
favorable five-year operating performance and local market
knowledge in its predominant operating territory of New York State.
The company's favorable operating performance is reflected in its
double-digit five-year pre-tax returns on revenue and equity,
generated by positive net underwriting income and supplemented by
net investment and other income.  Kingstone's policyholders'
surplus growth has been solid over the past five years, increasing
at a double-digit average annual rate.  Additionally, the ICR for
Kingstone Companies, Inc. acknowledges the standard notching off of
the ICR for the operating company.

Partially offsetting Kingstone's positive rating factors are its
dependence on reinsurance and its concentration of risk, primarily
in downstate New York, which exposes it to weather-related events,
as well as to market, regulatory and judicial issues.
Additionally, Kingstone reported substantial growth in net premiums
written in 2014 and is projecting substantial growth in 2015,
driven by increased retention on its quota share reinsurance
contracts and new policy growth.  However, Kingstone's increased
capital position and financial flexibility are sufficient to
support management's future growth plans.  Furthermore, Kingstone
has reported adverse loss reserve development in recent calendar
and accident years, driven in part by historical lead paint claims.
However, loss reserve development trends have recently shown
improvement, driven by management's strategic initiatives.

While Kingstone's single-state concentration exposes it to
weather-related events, catastrophe exposure is partially mitigated
through catastrophe reinsurance, which it purchased at increased
limits in recent years, as well as the use of hurricane
deductibles, visual risk inspections, distance-from-shore
restrictions and surcharges.  Additionally, the company has been
expanding its operating territory to regions beyond the New York
metropolitan area.

The potential for ratings upgrades exists if Kingstone maintains
the favorable operating performance that it has demonstrated in
recent years and continues to strengthen its risk-adjusted
capitalization.  There could be negative pressure on Kingstone's
ratings going forward if its favorable operating performance should
deteriorate or its risk-adjusted capitalization materially weakens.


LAKELAND INDUSTRIES: Posts $8.39 Million Net Income in Fiscal 2015
------------------------------------------------------------------
Lakeland Industries, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$8.39 million on $99.7 million of net sales for the year ended Jan.
31, 2015, compared to a net loss of $119,500 on $91.4 million of
net sales for the year ended Jan. 31, 2014.

As of Jan. 31, 2015, the Company had $93.2 million in total assets,
$30.0 million in total liabilities and $63.3 million in total
stockholders' equity.

Christopher J. Ryan, president and chief executive officer of
Lakeland Industries, stated, "Fiscal year 2015 was remarkable on
many fronts, including significant progress in raising awareness of
the Lakeland brand worldwide and improving our financial
performance and fiscal health.  Among our global initiatives, we
announced our determination to exit Brazil which has been losing
money for three years during which time it had caused material
hardships throughout our Company.  We believe we have found a way
to exit this business, enhance our focus on the areas of growth
throughout our otherwise expanding global operating footprint, and
improve our overall financial performance.

"Lakeland Industries' global consolidated sales excluding Brazil
grew by 11% in fiscal 2015, with a 24% increase in the fourth
quarter driven by sales in connection with the Ebola crisis for
which we ramped up our capacity production.  Ebola related sales
activity aided in our efforts to more meaningfully break into the
private and public sector healthcare market.  Lakeland branded
products were featured on numerous news reports as purchase orders
were received from North American and European buyers.  Beyond the
traditional growth we have been experiencing, our sales in the
fourth quarter relating to protective apparel used to combat the
Ebola outbreak will similarly impact the first quarter of the
present fiscal year."

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

                        http://is.gd/DJojYl

                       About Lakeland Industries

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

                             *   *    *

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


LANCER FINANCE: Moody's Cuts 2016 Sr. Secured Global Notes to Ca
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the senior
secured notes of the following Schahin-sponsored issuers:

Lancer Finance Company (SPV) Limited

  -- Senior secured global notes due July 2016 downgraded to Ca
     from B3 under review for downgrade

  -- Approximately US$ 67 million of debt affected

Schahin II Finance Company (SPV) Limited

  -- Senior secured global notes due September 2022 downgraded
     to Ca from B3 under review for downgrade

  -- Approximately US$ 652 million of debt affected

Moody's change the outlook of both transactions to negative, from
ratings under review for downgrade.

The rating actions reflect Moody's heightened concern about
potential termination of charter and services agreements by
Petrobras, in addition to continued concerns about the potential
impacts of the filing for creditor protection (recuperação
judicial) under Brazilian Law by several entities of Schahin
Group.

The downgrade of Lancer takes into account notice of an Event of
Default, a Collateral Disposition Event, an Operator Replacement
Event and an Early Amortization Event by the Trustee to the
noteholders. Furthermore, only the Interest Payment Amount was paid
on the May Payment Date, and no Principal Payment Amount was paid
to noteholders, as a consequence of failure by the Operator to
provide the Operator Report to the Indenture Trustee.

The downgrade of Schahin II reflects heightened risk of potential
termination of charter and services agreements by Petrobras, in
addition to continued concerns about the potential impacts of the
filing for creditor protection (recuperacao judicial) under
Brazilian Law by several entities of Schahin Group. Although
Schahin II's parent, Black Oil Drilling LLC, filed for creditor
protection on April 17, this and several other offshore entities
were excluded from the creditor protection process on May 4.
Moody's continue to monitor the developments of such legal actions
involving Schahin II.

Moody's ratings also reflect its concern about liquidity pressures
on Schahin Petroleo and Gas (unrated) as well as Schahin Engenharia
S.A. (unrated), the operators of the Schahin II and Lancer vessels,
respectively, and part of the Brazilian-based Schahin Group
(unrated). In the extreme case of bankruptcy of the operators,
Moody's believe that the transactions' charter and services
agreements can be terminated, under the respective bonds'
indentures.

Moody's rating actions also take into account, on a relative basis,
liquidity arrangements as measured by level of reserve accounts,
the age and value of the vessels, chartered daily rates as compared
to current market daily rates, maturity of the outstanding debt and
re-contracting risk, where applicable, to meet future interest and
principal payments. Moody's also believe that current market
conditions, such as falling oil prices, could dampen demand for
vessels on a worldwide basis, in the event of asset liquidation by
noteholders, in an event of default.

Moody's does not anticipate upward pressure in the medium term.

The negative outlook reflects Moody's focus on a number of factors,
including: (i) the outcome of the creditor protection filings by
Schahin Group entities; (ii) any notices of events by the trustees
of Lancer and Schahin II operations; (iii) the risk that
noteholders may face difficulties should they pursue asset
liquidation to repay the outstanding principal and interest debt
balances, in the event of termination of the charter and services
agreements by Petrobras, pursuant to the bonds' indentures; (iv)
further deterioration of market conditions.

The principal methodology used in these ratings was Generic Project
Finance Methodology published in December 2010.


LAUREL CANYON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Laurel Canyon MK2, LLC
        4854 Laurel Canyon Blvd.
        Valley Village, CA 91607

Case No.: 15-11763

Chapter 11 Petition Date: May 19, 2015

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Martin R. Barash

Debtor's Counsel: Eric Bensamochan, Esq.
                  THE BENSAMOCHAN LAW FIRM, INC.
                  20501 Ventura Blvd Ste #130
                  Woodland Hills, CA 91354
                  Tel: 818-574-5740
                  Fax: 818-961-0138
                  Email: eric@bnpllp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sharona Yehuda, manager.

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


LEHI ROLLER: EEOC Can't Add KEB as Defendant, Court Says
--------------------------------------------------------
District Judge David Nuffer denied plaintiff Equal Employment
Opportunity Commission's (EEOC) motion for leave to amend a
complaint to add a party defendant in the case captioned EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION, Plaintiff, ALAN BREECE,
Intervenor, v. LEHI ROLLER MILLS CO., INC., Defendant, CASE NO.
2:08-CV-591-DN (D. Utah)

Plaintiff EEOC filed a motion for leave to file a third amended
complaint to add KEB Enterprises (KEB), the purchaser of Lehi
Roller Mills' (LRM) assets in bankruptcy, as a defendant.

In denying the motion, Judge Nuffer agreed with the reasons set
forth in LRM's response as follows: (1) that successor liability
claims against KEB are barred and enjoined by both federal statute
and by express order of the United States Bankruptcy Court for the
District of Utah; (2) the lawsuit is enjoined pursuant to the terms
of LRM's confirmed chapter 11 Plan; and (3) the lawsuit is moot in
that LRM has no assets, is not doing any business, has no
employees, and is subject to liquidation and winding up pursuant to
the terms of the Plan.

A copy of the April 17, 2015 memorandum opinion is available at
http://is.gd/gSUdFifrom Leagle.com.

Equal Employment Opportunity Commission, Plaintiff, represented by
Jeannette F. Swent, US ATTORNEY'S OFFICE, Mary Jo O'Neill, EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION, Stephanie Y. Struble, EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION, Sally C. Shanley, EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION & William E. Moench, EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION.

Alan Breece, Intervenor Plaintiff, represented by Lauren I.
Scholnick, STRINDBERG & SCHOLNICK LLC.

Lehi Roller Mills, Defendant, represented by Lisa R. Petersen --
lrpetersen@michaelbest.com -- MICHAEL BEST & FRIEDRICH LLP.

James Alan Breece, Consol Defendant, Pro Se.

United States Department of Labor, Consol Defendant, represented by
Alicia A.W. Truman, US DEPARTMENT OF LABOR, Daniel D. Price, US
ATTORNEY'S OFFICE & Lydia Tzagoloff, US DEPARTMENT OF LABOR.

Bankruptcy Clerk's Office, consolidated from 2:13cv836, Notice
Party, Pro Se.

                      About Lehi Roller Mills

Lehi Roller Mills Co., Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 12-35291) on Dec. 6, 2012, estimating
under $50,000 in both assets and liabilities.  Judge R. Kimball
Mosier oversees the case.  George B. Hofmann, Esq., and the law
firm Parsons Kinghorn Harris, P.C., serves as the Debtor's general
bankruptcy counsel.

Lehi Roller Mills sold a variety of retail products. But the
majority of the company's sales of wheat and flour were to
commercial customers.

Lehi Roller Mills Co., Inc., now known as LRM Liquidation, Inc.,
after assets were sold, won confirmation if its Chapter 11 Plan at
a hearing on July 17, 2014.  The Plan was filed March 26, 2014.

Judge Mosier on Aug. 20, 2013, approved the sale of Lehi Roller
Mills' assets for $4.68 million to KEB Enterprises, a holding
company headed by Kenneth E. Brailsford, a former top executive at
several Utah-based multilevel marketing companies including
Nature's Sunshine Products and Enrich International.


LIFE PARTNERS: Affiliates' Case Summary & 30 Unsecured Creditors
----------------------------------------------------------------
Affiliates of Life Partners Holdings Inc. (15-40289) filed Chapter
11 bankruptcy petitions twice on the same day, in different courts
(Ft. Worth and Dallas courts).  Holdings filed in bankruptcy court
in Ft. Worth.

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

        Debtor                                  Case No.
        ------                                  --------
        LPI Financial Services, Inc.            15-41996
        8225 Central Park Dr.
        Waco, TX 76712

        Life Partners, Inc.                     15-41995
        204 Woodhew Drive
        Waco, TX 76712

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

        Debtor                                  Case No.
        ------                                  --------
        LPI Financial Services, Inc.            15-32156
        8225 Central Park Dr.
        Waco, TX 76712

        Life Partners, Inc.                     15-32155
        204 Woodhew Dr.
        Waco, TX 76712

Type of Business: Financial services company

Chapter 11 Petition Date: May 19, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms [15-41996]
       Hon. Michael Lynn [15-41995]
       Hon. Stacey G. Jernigan [15-32156 and 15-32155]

Debtors' Counsel: David M. Bennett, Esq.
                  Richard Roper, Esq.
                  Katharine Battaia Clark, Esq.
                  THOMPSON & KNIGHT LLP
                  1722 Routh Street, Suite 1500
                  Dallas, TX 75201-2533
                  Tel: 214-969-1486
                  Email: david.bennett@tklaw.com
                         richard.roper@tklaw.com
                         katie.clark@tklaw.com

                                    Estimated       Estimated
                                      Assets       Liabilities
                                   ----------      -----------
LPI Financial Services, Inc.       $0-$50,000       $0-$50,000
Life Partners, Inc.                $100MM-$500MM   More than $1BB

The petitions were signed by H. Thomas Moran II, sole director and
as trustee for LPHI.

A. List of LPI Financial Services' Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
   TOLLESON INVESTMENTS                                 $6,560
   142 PASCHALL ROAD
   SUNNYVALE, TX 75182
   PHONE: 214-212-6547

   MIKE@LS411.COM

B. List of Life Partners' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
INVESTMENT COUNCIL FUND I, LP         Investor        $7,024,182
4608 BREEZEWAY COURT
MIDLAND, TX 79707
PHONE: 432-352-8985
FBICE@SUDDENLINK.NET

ROBIN ROCK LIMITED                    Investor        $6,649,372
SUITE 3, BONADIE'S PLAZA
EGMONT STREET
KINGSTOWN
ST. VINCENT AND THE GRENADINE
PHONE: 1-78-445-12201

PENUMBRA, LLC                         Investor        $5,888,683
325 MIRON DRIVE - SUITE 130
SOUTHLAKE, TX 76092
PHONE: 817-479-9773
JIM@PENUMBRASOLUTIONS.COM

PENUMBRA FUND III                     Investor        $5,809,919
325 MIRON DRIVE - SUITE 130
SOUTHLAKE, TX 76092
PHONE: 817-479-9773
JIM@PENUMBRASOLUTIONS.COM

ADVANCED LIFE SETTLEMENT PORTFOLIO    Investor        $5,681,275
2013‐3
251 E. SOUTHLAKE BLVD. - STE 100
SOUTHLAKE, TX 76092
PHONE: 817-741-8000
JOE@AMERICANSAFERETIREMENTS.COM

INVESTMENT COUNCIL FUND II, L.P.      Investor        $5,636,077
4608 BREEZEWAY COURT
MIDLAND, TX 79707
PHONE: 432-352-8985
FBICE@SUDDENLINK.NET

ADVANCED LIFE SETTLEMENT PORTFOLIO    Investor        $5,401,308
2012‐2, LLC
251 E. SOUTHLAKE BLVD. - STE 100
SOUTHLAKE, TX 76092
PHONE: 817-741-8000
JOE@AMERICANSAFERETIREMENTS.COM

PENUMBRA CAPITAL LIFE SETTLEMENT FUND‐ Investor       $4,499,760
MMXA LLC
325 MIRON DRIVE - SUITE 130
SOUTHLAKE, TX 76092
PHONE: 817-479-9773
JIM@PENUMBRASOLUTIONS.COM

PENUMBRA CAPITAL FUND ‐ 2012, LLC      Investor       $3,739,134
325 MIRON DRIVE - SUITE 130
SOUTHLAKE, TX 76092
PHONE: 817-479-9773
JIM@PENUMBRASOLUTIONS.COM

PILLAR LIFE SETTLEMENT FUND I, L.P.    Investor       $3,574,449
1021 WEST 8TH AVENUE
KINGS OF PRUSSIA, PA 19406
PHONE: 610-812-6656
DEAN@ABETTERFINANCIALPLAN.COM

EVERGREEN LIFE FUND                    Investor       $3,387,549
51 N MAIN STREET - SUITE 2A
SOUTHINGTON, CT 6489
PHONE: 860-426-2022
JOHNGISSAS@AOL.COM

STALLINGS FAMILY LIMITED               Investor       $3,333,234
PARTNERSHIP, L.P.
1806 MILLSTREAM COURT
WESTLAKE, TX 76262
PHONE: 817-401-2231
MSTALLINGS@COLCAP.INFO

PILLAR II LIFE SETTLEMENT FUND, LP     Investor       $2,865,300
1021 WEST 8TH AVENUE
KINGS OF PRUSSIA, PA 19406
PHONE: 610-812-6656
DEAN@ABETTERFINANCIALPLAN.COM

EVERGREEN II LIFEPLAN FUND             Investor       $2,484,365
51 NORTH MAIN ST. - SUITE 2A
SOUTHINGTON, CT 06489
PHONE: 860-426-2022
MJGISSAS@GMAIL.COM

MAGNA LIFE SETTLEMENT FUND             Investor       $2,465,558
SUITE 303-15957-84TH AVENUE
SURREY, BC, CANADA
PHONE: 604-593-8940
MATTHEW@CHARTWELLASSET.COM

RAY GERK                               Investor       $2,439,130
4608 103RD STREET
LUBBOCK, TX 79424
PHONE: 806-368-3441

BRUCE BUTTE                            Investor       $2,119,686
3801 LENOX DRIVE
FT. WORTH, TX 76107
PHONE: 817-229-2748
BRUCEBUTTE@ATT.NET

BERT D. & SUSAN M. SCALZO              Investor       $2,001,904
2917 ELMRIDGE DRIVE
FLOWER MOUND, TX 75022
PHONE: 469-888-5302

BERTSCALZO2@GMAIL.COM

FIRST NATIONAL BANK OF CENTRAL           Investor      $2,000,000
TX FBO
KLI INV. LP
7500 W. WOODWAY DR.
WACO, TX 76712
PCURRY@PJCINVESTMENTS.NET

PHOEBUS INVESTMENTS, LTD.                Investor      $2,000,000
4501 BEVERLY DRIVE
DALLAS, TX 75205
PHONE: 214-526-6364
WRW@TRIN.NET

SERVICE LLOYDS INSURANCE COMPANY         Investor      $1,904,325
6907 CAPITAL OF TEXAS HIGHWAY
AUSTIN, TX 78731
PHONE: 512-637-3179
BDAVIS@SGIFS.COM

MICHAEL A. & PAMELA C. HUFFMAN           Investor      $1,891,758
121 COUNTRYSIDE COURT - APT. 140
SOUTHLAKE, TX 76092
PHONE: 940-627-0064
NEWTHUFFMAN@YAHOO.COM

COOLIDGE 2004 FAMILY TRUST               Investor      $1,831,894
1300 POST OAK BLVD. - SUITE 440
HOUSTON, TX 77056
PHONE: 713-358-3881
DCOOLIDGE1@COMCAST.NET

ANDREW G. BUTTE                          Investor      $1,793,045
C/O BRUCE BUTTE
3801 LENOX DR.
FT. WORTH, TX 76107
PHONE: 817-229-2748
BRUCEBUTTE@ATT.NET

PILLAR 3 LIFE SETTLEMENT FUND            Investor      $1,753,958
1021 WEST 8TH AVENUE
KING OF PRUSSIA, PA 19406
PHONE: 610-812-6656
DEAN@ABETTERFINANCIALPLAN.COM

THE FOUNDATION FOR THE CENTRAL TEXAS     Investor      $1,709,806
ANNUAL CONFERENCE OF
THE UNITED METHODIST CHURCH
3215 WEST 4TH STREET
FORT WORTH, TX 76107
PHONE: 817-706-2236
BEVERLYHANSEN@CTCOFFICE.ORG

LS ENDERBY, LLC                          Investor      $1,641,682
121 COUNTRYSIDE COURT - #140

SOUTHLAKE, TX 76092
PHONE: 972-342-4614
FRANKISALDIVAR@YAHOO.COM

PILLAR 5 LIFE SETTLEMENT FUND LP       Investor        $1,631,648
1021 WEST 8TH AVENUE
KINGS OF PRUSSIA, PA 19406
PHONE: 610-812-6656
DEAN@ABETTERFINANCIALPLAN.COM

E.F. VON SEGGERN CHARITABLE            Investor        $1,627,244
FOUNDATION TRUST
P.O. BOX 6497
MCKINNEY, TX 75071
PHONE: 972-445-4164
EFVS100@GMAIL.COM

ADVANCED LIFE SETTLEMENT PORTFOLIO     Investor        $1,542,857
2011‐1, LLC
251 E. SOUTHLAKE BLVD. - STE 100
SOUTHLAKE, TX 76092
PHONE: 817-741-8000
JOE@AMERICANSAFERETIREMENTS.COM


LIFE PARTNERS: Subsidiaries File Voluntary Bankruptcy Petitions
---------------------------------------------------------------
Life Partners Holdings, Inc. disclosed that on May 19, 2015 Life
Partners, Inc. and LPI Financial Services, Inc., direct and
indirect subsidiaries of the Company, filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of Texas.
The subsidiaries will operate as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code.

Mr. H. Thomas Moran II, sole director of the subsidiary debtors,
stated, "After careful consideration, we concluded that filing for
Chapter 11 was the appropriate course of action for Life Partners,
Inc. and LPI Financial Services, Inc. I will work towards
maximizing the value of their assets and the overall enterprise."

                       About Life Partners

Life Partners Holdings, Inc., is the parent company of the world's
oldest company engaged in the secondary market for life insurance,
commonly called "life settlements."  Since its incorporation in
1991, Life Partners, Inc. has completed over 162,000 transactions
for its worldwide client base of over 30,000 high net worth
individuals and institutions in connection with the purchase of
over 6,500 policies totaling over $3.2 billion in face value.

Waco, Texas-based Life Partners -- http://www.lphi.com/-- is a
financial services company engaged in the secondary market for life
insurance known as life settlements.

Life Partners sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex., Case No. 15-40289) on Jan. 20, 2015.  The
case is assigned to Judge Russell F. Nelms.

The U.S. Trustee for Region 6 appointed three creditors of Life
Partners Holdings to serve on the official committee of unsecured
creditors.  The Committee tapped Munsch Hardt Kopf & Harr, P.C., as
counsel.

Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case.

H. Thomas Moran II was appointed as Chapter 11 trustee for the
case.


LIFE TIME: Moody's Assigns 'B2' CFR & Rates 2022 Secured Loan 'B1'
------------------------------------------------------------------
Moody's Investors Service, Inc. announced first time ratings for
Life Time Fitness, Inc. The Corporate Family rating was assigned at
B2, the Probability of Default rating was assigned at B2-PD, the
senior secured debt was rated B1 and the senior unsecured
(guaranteed) debt was rated Caa1. The ratings outlook is stable.

On March 16, 2015, affiliates of Leonard Green & Partners, TPG
Capital and other investors including founder and CEO Bahram Akradi
announced they would purchase the company in a leveraged buyout.
The purchase price of the equity, repayment of existing debt and
transaction-related fees and expenses totaling about $3.8 billion
will be provided by the new rated debt, sponsor and management
equity and the proceeds of a sale-leaseback transaction.

Issuer: Life Time Fitness, Inc.

Assignments:

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2-PD

  -- Senior Secured Term Loan due 2022, Assigned B1 (LGD3)

  -- Senior Unsecured Note due 2023, Assigned Caa1 (LGD5)

Outlook:

  -- Outlook, Stable

The assignment of the B2 CFR reflects Moody's expectations for high
debt to EBITDA, limited free cash flow due to capital investment
needs and the narrow and somewhat geographically concentrated base
of operations in the competitive fitness club business. Stable
revenues from recurring club membership subscriptions and
established, hard to replicate club locations and supportive demand
in the growing consumer health and wellness services marketplace
provide rating support. Moody's anticipates sustainable 6% to 8%
annual revenue growth from net membership additions, price
increases and new club openings, and slow expansion of EBITA
margins from around 17% in 2015. Liquidity from Moody's
expectations for about $35 million of free cash flow and about $230
million of availability under the $250 million senior secured
revolving credit facility due 2020 (unrated) is considered good.

The assignment of a B1 rating on the senior secured term loan due
2022 reflects the Probability of Default rating of B2-PD, an
overall loss assumption of 50% of all debt at default and the term
loan's position at the top of the debt capital structure senior to
the senior unsecured notes due 2023, trade payables and operating
lease obligations, which together provide first-loss support, and
pari passu with the unrated $250 million senior secured revolving
credit facility due 2020 and about $261 million of mortgage debt
(unrated).

The Caa1 rating assigned to the senior unsecured notes due 2023
reflects B2-PD PDR and its first-loss position at the bottom of the
debt capital structure.

The stable rating outlook reflects Moody's expectations for steady
6% to 8% revenue growth and about 17% EBITA margins. Moody's could
downgrade the ratings if membership declines or pricing power
weakens, or if debt increases more than Moody's anticipates from
higher capital expenditures or shareholder returns, leading to
expectations for EBITA margins below 15%, retained cash flow to
debt below 7% or EBITA to interest expense below 1.25 times. Less
than adequate liquidity could also drive lower ratings. An upgrade
could result if Moody's expects debt to EBITDA to be sustained
below 5.5 times and EBITA to interest expense about 3 times. Good
liquidity and balanced financial policies are also important
considerations for higher ratings.

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

Life Time operates 114 fitness clubs as of March 31, 2015, mostly
in U.S. suburban locations with a combined 10.8 million square feet
and over 680,000 subscribing members, develops new clubs and offers
non-facility based membership programs. Moody's expects about $1.4
billion of revenue and 6 new club openings in 2015.


LIME ENERGY: Posts $2.4 Million Net Loss in First Quarter
---------------------------------------------------------
Lime Energy Co. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss available
to common stockholders of $2.4 million on $18.3 million of revenue
for the three months ended March 31, 2015, compared to a net loss
available to common stockholders of $2.63 million on $12.3 million
of revenue for the same period in 2014.

As of March 31, 2015, the Company had $53.81 million in total
assets, $38.04 million in total liabilities, $9.38 million in
contingently redeemable series C preferred stock, and $6.38 million
in total stockholders' equity.

As of March 31, 2015, the Company had cash and cash equivalents of
$6.1 million (including restricted cash of $500 thousand), compared
to $6.0 million (including $500 thousand of restricted cash) as of
Dec. 31, 2014.

"The Lime Energy team delivered on several of our goals in the
first quarter of 2015 - strong financial performance and the
completion of a major acquisition," said Adam Procell, Lime's
president & CEO.  "Our YTD sales performance has been strong,
integration is going well and the market prospects are bright for a
company that is consistently delivering energy efficiency cost
effectively."

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

                        http://is.gd/RGTHzL

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com/-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy reported a net loss available to common stockholders
of $18.5 million in 2013, a net loss of $31.8 million
in 2012 and a net loss of $18.9 million in 2011.



LLRIG TWO: May 27 Plan Confirmation Hearing Set
-----------------------------------------------
LLRIG Two, LLC, owner of the Lost Lake Resort in Olympia,
Washington, on May 27, 2015 at 9:00 a.m. is slated to seek
confirmation of a Chapter 11 plan that promises to pay off
creditors from the sale of recreational lots.

The Debtor on April 27 won approval of the Disclosure Statement
explaining the terms of the Plan.  Judge Brian D. Lynch set May 22
as the last day for filing written acceptances or rejections of the
Plan, and the last day for filing and serving written objections to
confirmation of the Plan.

Under the Plan, existing owners Brent McCausland and Block
Investments, LLC, will retain their equity interests in the
Company.  Existing managers Mr. McCausland and David Block will
continue to manage all of the Debtor's business affairs following
confirmation of the Plan.

The Debtor says that according to valuation by its real estate
professionals, the value of all its lots, when sold, in the
aggregate, would exceed $7 million.

The back 56 acres of partially developed property are zoned 5 acre
"rural".  Before anything can be done to the property it will have
to go through a re-zoning process including a boundary line
adjustment along a road that abuts the back portion of the
property.  This will enable the Debtor to sell the most popular
view lots of the resort. This property also provides an easement
that accommodates 14 separate drain-fields and septic systems which
serve that portion of the property which is fully developed.
Retention of this property is essential to the overall success of
the resort.

The Debtor has had very little income activity since the Chapter 11
filing except the sales of a number of lots, which have closed or
are in the process of closing.

The Debtor also has unliquidated claims for negligence against
attorney John Mills that are pending in Thurston County Superior
Court.  The Debtor also has unliquidated counter claims against
LLRIG, LLC and Lee and Lori Wilson pending in Thurston County
Superior Court.

On March 31, 2015, the Debtor became party to a settlement
agreement arising out of state court litigation.  The significant
effect of this settlement is to put control and ownership of
mortgage debt related to the 56 acres undeveloped property into the
control of the Debtor's members so that property can be developed
and sold without the pressure of the secured debt against the
property.

The Debtor expects to receive sale proceeds from pending sales
which will be less than $150,000 most likely and be held in the DIP
special trust account with Debtor's counsel pending confirmation
and implementation of the Plan.

The Debtor proposes to treat claims and interests as follows:

   -- Administrative claims estimated to total $17,350 will be paid
in full.

   -- The secured claim of Thurston County Treasurer estimated at
$242,151 will be paid from sale proceeds as lots sell.  The claim
is impaired.

   -- The $337,560 secured claim of Lost Lake Resort, which has a
second lien on all real estate, behind real estate taxes, will be
paid from sale proceeds as lots sell.  The claim is impaired.

   -- There are no general unsecured claims.

   -- The equity interest holders will retain their equity
interests.

A red-lined copy of the Disclosure Statement, as amended April 15,
2015, is available for free at:

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

                          About LLRIG Two

Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, is the business of managing,
renting, and selling recreational lots on real estate which it owns
known as Lost Lake Resort in Olympia, Washington.  The resort
property consists of in excess of 250 recreational lots on 85 acres
of property and an adjoining, partially developed, 56 acre parcel,
in addition to roads and infrastructure improvements to the common
areas of the property.

LLRIG Two sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 14-45610) on Oct. 20, 2014.  The case
is assigned to Judge Brian D. Lynch.

The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.

The Debtor disclosed total assets of $10.32 million and total
liabilities of $5.47 million in its schedules.


LOS GATOS HOTEL: Deadline to Pursue Suits Extended to April 2016
----------------------------------------------------------------
Los Gatos Hotel Corporation sought and obtained from the U.S.
Bankruptcy Court for the Northern District of California an order
extending the statue of limitations to commence avoidance actions
through and including April 29, 2016.

The Debtor sought a fourth extension of that statute of limitations
to allow the plan confirmation process to conclude before it
decides whether to incur the significant administrative expenses to
investigate and potentially commence avoidance actions.  

On March 14, 2014, the Court entered an order authorizing the
Debtor to employ Eastdil Secured Broker Services, Inc., as its real
estate broker.  Eastdil marketed the Hotel, and the Debtor entered
into negotiations with several potential purchasers beginning in
the summer of 2014.  Ultimately, these discussions stalled pending
completion of environmental testing necessary to allow the Debtor
and potential purchasers to evaluate the extent of environmental
contamination affecting the Debtor's property.  

In late 2014, the Debtor completed this environmental testing and
submitted its phase 3 investigative report and remediation plan to
the Regional Water Quality Control Board for approval.  After the
Water Board recently approved the Debtor's remediation plan on an
interim basis, the Debtor conducted significant environmental
remediation and resumed the sale process.  Currently, the Debtor is
in active negotiations with two potential purchasers and
anticipates filing its Fourth Amended Chapter 11 Plan of
Reorganization to effectuate the sale of the Hotel once those
negotiations conclude.  

The Debtor expects that the sale proceeds will be sufficient to pay
all allowed claims in full with interest.  If the proceeds from the
sale of the Hotel are sufficient to pay all creditors in full, the
filing of avoidance actions will be unnecessary.  

The Debtor's attorneys can be reached at:

         Jeffry A. Davis, Esq.
         Abigail V. O'Brient, Esq.
         MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C.
         3580 Carmel Mountain Road, Suite 300
         San Diego, CA 92130
         Tel: 858-314-1500
         Fax: 858-314-1501

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los Gatos,
a full-service boutique hotel in downtown Los Gatos, California.
The hotel offers 72 guest rooms, over 2,000 square feet of meeting
and conference space, a Michelin star restaurant, and a 3,600
square foot spa and fitness facility.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17.2 million in assets and $12.9 million in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on Sept. 10,
2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LOS GATOS HOTEL: Noteholder's Plan Disclosures Hearing May 28
-------------------------------------------------------------
Rather than wait for Los Gatos Hotel Corporation to finally find a
buyer for its hotel, a secured noteholder owed $16.4 million filed
on its own a proposed plan of liquidation for the Debtor that
allows it to acquire the hotel by submitting a credit bid.

The noteholder, GCCFC 2006-GG7 Los Gatos Lodging Limited
Partnership, said it has filed a plan in order to establish a
Court-supervised sale process that will capitalize on the marketing
efforts of the Debtor and facilitate a structured exit to this case
that will benefit all creditors.

The Noteholder notes that the bankruptcy case has been languishing
for years, and multiple plans have been proposed by the Debtor,
most of them based on a sale of the hotel property to a third
party, but all of those sales have fallen through.

Michael M. Lauter, Esq., at Sheppard Mullin Richter & Hampton LLP,
attorney for the Noteholder, acknowledges that the Debtor has
indicated that it intends to file a fourth plan after environmental
testing is completed, based on the same premise as its prior
unsuccessful plans: a sale to a single, as-yet-determined buyer.
However, he points out that despite having marketed the Hotel for
several months with the assistance of court-approved brokers, the
Debtor has not reached an agreement with any party for the sale of
the Hotel, has not filed a new plan, and there is still no
structure in place to push this case to an orderly conclusion.

Under the proposed bidding procedures, the Noteholder's credit bid
of its secured claim will serve as the opening bid at the auction
unless a qualified bidder submits a cash bid in a higher amount on
or before the qualified bid deadline.  The qualified bid deadline
is seven days prior the Plan confirmation hearing.

The Noteholder's Plan provides that administrative claims, allowed
professional fee expenses, priority claims (estimated at $0), and
secured tax claims ($73,000) are unimpaired.  The Noteholder (owed
$16.4 million), holders of general unsecured claims and holders of
interests are impaired and their recovery will depend on the
outcome of the auction.  Proceeds will be distributed to creditors
and equity-holders according to the priorities established in the
Bankruptcy Code.  The impaired classes are entitled to vote on the
Plan.

According to the Noteholder, even if the auction produces no
proceeds for distribution to creditors, the operating cash
($986,397 as of the latest MOR) will be made available for payment
of allowed administrative expense claims, allowed priority tax
claims, and allowed priority unsecured claims, with all remaining
operating cash available to fund a distribution to allowed general
unsecured claims.

On May 28, 2015 at 2:30 p.m., at the United States Bankruptcy Court
located at 280 S. First St., San Jose, California, the Honorable
Arthur S. Weissbrodt presiding, a hearing will be held to consider
approval of the Disclosure Statement and the proposed transmittal,
voting and confirmation procedures for the Plan.

A copy of the Disclosure Statement dated April 23, 2015, is
available for free at:

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

The Noteholder also submitted a plan supplement containing the form
of the proposed APA to be submitted by interested parties:

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

The Noteholder is represented by:

         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         Alan M. Feld, Esq.
         Michael M. Lauter, Esq.
         333 South Hope Street, 43rd Floor
         Los Angeles, CA 90071-1422
         Telephone: 213.620.1780
         Facsimile: 213.620.1398
         E-mail: afeld@sheppardmullin.com
                 mlauter@sheppardmullin.com

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los Gatos,
a full-service boutique hotel in downtown Los Gatos, California.
The hotel offers 72 guest rooms, over 2,000 square feet of meeting
and conference space, a Michelin star restaurant, and a 3,600
square foot spa and fitness facility.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17.2 million in assets and $12.9 million in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on Sept. 10,
2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LSI RETAIL: U.S. Trustee Unabe to Form Creditors Committee
----------------------------------------------------------
Patrick S. Layng, U.S. Trustee for Region 19, notifies the U.S.
Bankruptcy that he was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of LSI Retail II, LLC.

According to the Trustee, there were too few unsecured creditors
who are willing to serve on the creditors' committee for the
above-captioned case.

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.


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

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

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



MAUI LAND: Posts $1.09-Mil. Net Loss for March 31 Quarter
---------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $1.09 million on $2.79 million of total
operating revenues for the three months ended March 31, 2015,
compared to a net loss of $909,000 on $2.47 million of total
operating revenues for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $49.54
million in total assets, $65.21 million in total liabilities and
total stockholders' deficit of $15.67 million.

The Company had outstanding borrowings under three credit
facilities totaling $50.8 million as of March 31, 2015.  The
Company has pledged a significant portion of its real estate
holdings as security for borrowings under its credit facilities,
limiting its ability to borrow additional funds.  The Company's
credit facilities mature on Aug. 1, 2016.

Absent the sale of some of its real estate holdings, refinancing,
or extending the maturity date of its credit facilities, the
Company does not expect to be able to repay its outstanding
borrowings on the maturity date.

The credit facilities have covenants requiring among other things,
a minimum of $2 million in liquidity (as defined), a maximum of
$175 million in total liabilities, and a limitation on new
indebtedness.  The Company's ability to continue to borrow under
its credit facilities to fund its ongoing operations and meet its
commitments depends upon its ability to comply with its covenants.
If the Company fails to satisfy any of its loan covenants, each
lender may elect to accelerate its payment obligations under such
lender’s credit agreement.

The Company's cash outlook for the next twelve months and its
ability to continue to meet its loan covenants is highly dependent
on selling certain real estate assets at acceptable prices.  If the
Company is unable to meet its loan covenants, borrowings under its
credit facilities may become immediately due, and it would not have
sufficient liquidity to repay such outstanding borrowings.

The Company's credit facilities require that a portion of the
proceeds received from the sale of any real estate assets be repaid
toward its loans.  The amount of proceeds paid to its lenders will
reduce the net sale proceeds available for working capital
purposes.

The aforementioned circumstances raise substantial doubt about the
Company’s ability to continue as a going concern.

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

                       http://is.gd/2aQ7Vz
                          
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,  


resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land reported net income of $17.6 million on $33 million of
total operating revenues for the year ended Dec. 31, 2014, compared

with a net loss of $1.16 million on $15.2 million of total
operating
revenues in 2013.

Accuity LLP, in Honolulu, Hawaii, issued a "going concern"
qualification in its report on the Company's consolidated financial

statements for the year ended Dec. 31, 2014.


MERIT LIFE: A.M. Best Affirms 'B' Financial Strength Rating
-----------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) and the issuer credit ratings (ICR) of "bb+" of Merit Life
Insurance Co. (Merit Life) and Yosemite Insurance Company
(Yosemite), both indirect wholly owned subsidiaries of Springleaf
Holdings, Inc. (Springleaf) [NYSE: LEAF].  Springleaf is
headquartered in Evansville, IN.  The outlook for all ratings is
stable.

The ratings of Merit Life and Yosemite reflect the drag of its
immediate parent, Springleaf Finance Corp. (SFC), a below
investment grade consumer finance company, whose operating
flexibility and business profile had been challenged by the credit
crisis and the subsequent difficult macroeconomic environment.
While A.M. Best notes that SFC has made progress in recent periods
in repaying near-term debt, raising capital through a variety of
methods and extending its liquidity runway, 2017 debt maturities
remain elevated.  In addition, the planned acquisition of OneMain
Financial Holding, Inc. (OneMain), which was announced in March
2015, will initially increase the organization's debt burden while
reducing available liquidity.

Merit Life is the key underwriting subsidiary focused on the credit
life and accident business within the enterprise.  The company also
writes term life, accidental death and dismemberment (AD&D) and
disability income protection policies. A.M. Best notes that
premiums have increased noticeably in recent periods due to the
improving economy and increased lending activity at SFC.  However,
A.M. Best believes that Merit Life's core credit lines of business
could be challenged if there is a further deterioration in the
credit profile of SFC.  While Merit Life's absolute level of
capital and surplus has exhibited a declining trend over the past
few years due to significant dividends, the company continues to
maintain an adequate level of risk-adjusted capitalization.
Moreover, Merit Life has recently reduced its exposure to
less-liquid and higher-risk assets in its general account
investment portfolio, and maintains adequate liquidity to meet its
insurance obligations.

While Merit Life's premiums have been growing, statutory operating
results have been declining due to declining investment yields and
a reduced invested asset base, resulting from the aforementioned
dividends.  Additionally, statutory strain from the increase in new
business has impacted operating performance.  Going forward, Merit
Life's statutory profitability will be pressured as sales are
expected to continue to grow at a healthy rate.  A.M. Best notes
that the company continues to report solid GAAP earnings.

The stand-alone attributes of Yosemite are favorable in terms of
its strong risk-adjusted capitalization, liquidity and consistent
underwriting and operating profitability derived from its credit
insurance operations.  Yosemite maintains a level of risk-adjusted
capitalization that is supportive of its ratings and continues to
produce operating results that significantly outperform its peer
composite.  Yosemite also maintains liquidity measures above
composite averages.  The advantages and disadvantages of the
company's captive relationship with SFC were additional factors
considered in the ratings, which contemplate the potential for any
future operational disruption due to Yosemite's dependence on SFC
as its sole source of business and distribution channel.  Future
financial constraints also were considered in terms of dividends,
as these may stress the capital levels needed to support continued
growth.

Merit Life and Yosemite will be closely monitored for any adverse
impact from SFC's financial condition, notably its ability to meet
upcoming debt maturities and execute on the planned acquisition of
OneMain.

Rating factors that could cause future positive or negative rating
changes or outlook revisions for Merit Life and Yosemite are
primarily influenced by SFC's financial condition, which is largely
tied to its ability to meet upcoming debt maturities and secure
long-term funding.  However, a continued decline in capital and
surplus at the insurance companies, if extraordinary stockholder
dividends continue to be paid, may also result in negative ratings
pressure.


MT MOORE: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MT Moore, LLC
        19809 E. 583 PR NE
        Benton City, WA 99320

Case No.: 15-01801

Chapter 11 Petition Date: May 19, 2015

Court: United States Bankruptcy Court
       Eatern District of Washington (Spokane/Yakima)

Judge: Hon. Frederick P. Corbit

Debtor's Counsel: William L Hames, Esq.
                  HAMES, ANDERSON, WHITLOW & O'Leary, P.S.
                  PO Box 5498
                  Kennewick, WA 99336-0498
                  Tel: 509 586-7797
                  Fax: 509 586-3674
                  Email: billh@hawlaw.com

Total Assets: $2.31 million

Total Liabilities: $1.95 million

The petition was signed by Christopher W. Moore, member/manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/waeb15-01801.pdf


NATIVE ENERGY FARMS: Seeks Approval of Reorganization Plan
----------------------------------------------------------
Native Energy Farms, LLC, is seeking confirmation of a
reorganization plan that promises to eventually pay creditors in
full and gives the Debtor the option to sell its property within 36
months.

The Debtor's Third Plan of Reorganization, dated March 31, 2015,
proposes to treat claims and interests as follows:

   * SMI/ISC Corp's secured claim will be allowed in the amount of
$1.298 million.  The claim will be due and payable 36 months after
the Effective Date.  Interest will accrue at 3% per annum.  Prior
to maturity date, the Debtor will have the right to refinance the
claim, or sell its property.  SMI/ISC will be entitled to 20% of
the sales profits from the sale of the property after all liens and
expenses are deducted.  The claim is impaired.

   * Global Guidance Group, LLC, the lone general unsecured
creditor, with a claim of $30,000, will receive two payments.  The
first payment will come from the DIP Loan proceeds equal to
$22,500.  The remaining $7,500 will be paid when the property
sells, with interest to accrue at a rate of ten percent per annum
compounding.  The claim is impaired.

   * Equity interests are not impaired under the Plan.

Only SMI/ISC Corp and Global Guidance were entitled to vote on the
Plan.  According to the ballot summary, SMI/ICS accepted the Plan
while Global Guidance did not submit a ballot.

Upon plan confirmation, Golden Bear Capital or a substitute lender
will be authorized to lend the Debtor any amount of capital
(projected at $1.2 million) the Debtor and Lender see as necessary
to complete the Project on any reasonable commercial terms that are
in the Debtor's business judgment.  Golden Bear will have a
super-priority first deed of trust senior to any claims, interest
or any other liens of any kind against the vacant land.

The Debtor is in need of a priming lien under 11 U.S.C. Sec.
364(d)(1) in order to split the parcel into two lots of 38 acres
each and build two homes with outbuildings.  The priming lien will
serve as collateral for the promissory note in the amount of
$2,000,000 or more from Golden Bear Capital or a substitute lender.
The DIP Lender requires a priming lien because the lender wants
added security in making an additional loan to the Debtor under a
Plan so as to avoid any potential for future litigation.

A hearing to consider confirmation of the Plan was slated for May
6, 2015, but was rescheduled for May 20, 2015 at 1:30 p.m.

A copy of the Plan dated March 31, 2015, is available for free at:

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

                        About Native Energy

Native Energy Farms, LLC, is the owner of certain real property
totaling 76.88 acres located in Goleta, California along the
Pacific Coast Highway.  The property is free and clear of liens
and encumbrances and has a current market value of $8 million to
$11 million.

Native Energy filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-13482) in Las Vegas, Nevada, with a prepackaged
Chapter 11 plan on May 16, 2014.  The case is assigned to Judge
August B. Landis.

Steven L. Yarmy, Esq., in Las Vegas, serves as counsel to the
Debtor.

                           *     *     *

Before filing for bankruptcy in 2014, the Debtor prepared a
pre-packaged plan of reorganization and solicited votes on the
plan.  However, the Debtor failed to proceed with the confirmation
process for the plan.  In an attempt to get title insurance, it was
discovered that there were certain restrictions relating to Indian
land encumbering the Debtor's property.  As a result of the
restrictive covenant, the Debtor filed an adversary complaint to
quiet title and for certain declaratory relief concerning the
notion that the Indian Tribes were not federally recognized.  The
Debtors prevailed on a motion for summary judgment in which all
relief requested in the complaint was granted.


NEIL ST. JOHN RAYMOND: Court Rules on Bid to Dismiss Suit
---------------------------------------------------------
Bankruptcy Judge Joan N. Feeney addressed the merits of the
defendants' Motion to Dismiss despite the grant of the Trustee's
Motion for Leave to Amend Complaint in the case, JOSEPH G. BUTLER,
CHAPTER 7 TRUSTEE, Plaintiff, v. CANDLEWOOD ROAD PARTNERS, LLC,
MAPLECROFT PARTNERS LLC, 53-85 CANAL STREET LLC, BUTTONWOOD TRUST,
BUTTONWOOD NOMINEE TRUST, 2002 BUTTONWOOD NOMINEE TRUST, NEIL ST.
JOHN RAYMOND, JR., MACY RAYMOND, BENJAMIN RAYMOND, SAMUEL RAYMOND,
AND ELIZABETH RAYMOND, Defendants, NO. 13-16214-JNF, ADV. P. NO.
14-1082 (Bankr. D. Mass.)

Plaintiff Joseph G. Butler, the Chapter 7 Trustee of the estate of
Neil St. John Raymond, filed a Motion for Leave to Amend Complaint
for the purposes of adding defendants and a claim for relief.
While it is common for district courts to deny a motion to dismiss
an original complaint as moot if an amended complaint is timely
filed, Judge Feeney, although she granted the Trustee's Motion for
Leave to Amend, nevertheless addressed the merits of the
Defendants' Motion to Dismiss because the allegations in the
original Complaint and Amended Complaint are substantially
identical.

In an April 17, 2015 memorandum available at http://is.gd/xVgTO7
from Leagle.com, Judge Feeney dismissed Counts I, II, III, IV, V,
VIII, and IX of the Amended Complaint.  A pretrial order will be
issued with respect to Counts VI and VII.

                   About Neil St. John Raymond

Neil St. John Raymond filed a voluntary Chapter 11 petition (Bankr.
D. Mass. Case No. 13-16214-JNF) on October 24, 2013.  He
subsequently filed a Motion for Entry of Order Converting Debtor's
Chapter 11 case to Chapter 7, which the court granted on November
20, 2013.  Joseph G. Butler, Esq., was appointed Chapter 7 Trustee.


NEPHROS INC: Agrees to Sell 1.8 Million Units
---------------------------------------------
Nephros, Inc., on May 12, 2015, entered into a securities purchase
agreement with various accredited investors pursuant to which the
Company agreed to sell in a private placement a total of 1,834,299
units of its securities, each unit consisting of one share of its
common stock and a five-year warrant to purchase one-half of one
share of the Company's common stock, according to a Form 8-K filed
with the Securities and Exchange Commission.  

The purchase price for each unit is $0.67.  The Warrants are
exercisable at a price of $0.85 per Warrant Share.  The sale of the
Shares and Warrants will result in aggregate gross proceeds of
approximately $1.23 million, before deducting expenses.  Pursuant
to the Purchase Agreement, the closing of the purchase and sale of
the Shares and Warrants is to occur no later than May 19, 2015.

Pursuant to the Purchase Agreement, the Company has agreed to file
a registration statement with the Securities and Exchange
Commission in order to register the resale of the Shares and
Warrant Shares.  In the event the Company does not file the
registration statement within 60 days following the closing of the
Offering, the Company has agreed to pay liquidated damages to the
investors in the amount of 1% of such investor's aggregate
investment amount each month until the registration statement is
filed.

Among the investors who are parties to the Purchase Agreement are
Messrs. Matthew Rosenberg and the spouse of Malcolm Persen, each
directors of the Company, who have agreed to purchase Shares and
Warrants for an aggregate purchase price of $134,000 and $20,877,
respectively.

                           About Nephros

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

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

As of March 31, 2015, the Company had $2.62 million in total
assets, $8.03 million in total liabilities and a $5.41 million
total stockholders' deficit.

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


NET TALK.COM: Incurs $556K Net Loss in First Quarter
----------------------------------------------------
Net Talk.com, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $556,000 on $1.17 million of net revenues for the three months
ended March 31, 2015, compared to a net loss of $611,000 on $1.17
million of net revenues for the same period in 2014.

As of March 31, 2015, the Company had $4.13 million in total
assets, $13.6 million in total liabilities and a $9.51 million
total stockholders' deficit.

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness as
it matures, we may be required to significantly scale back our
operations, significantly reduce our headcount, seek protection
under the provisions of the U.S. Bankruptcy Code, and or
discontinue many of our activities which could negatively affect
our business and prospects.  Our current efforts to raise capital
may not be successful on terms satisfactory to the Company, or at
all," the Company said in the report.

The Company was delayed in the filing of the Form 10-Q because
the compilation, dissemination and review of the information has
imposed time constraints that have rendered timely filing of the
Form 10-Q impracticable without undue hardship and expense to the
Company.

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

                        http://is.gd/qCvsy9

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.Com reported a net loss of $2.84 million on $5.06 million
of net revenues for the year ended Dec. 31, 2014, compared to a net
loss of $4.78 million on $6.02 million of net revenues for the year
ended Dec. 31, 2013.

Zachary Salum Auditors P.A., in South Miami, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has incurred significant recurring losses from operations,
its total liabilities exceeds its total assets, and is dependent on
outside sources of funding for continuation of its operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


NEW ENGLAND COMPOUNDING: Bankruptcy Judge Approves Chapter 11 Plan
------------------------------------------------------------------
Judge Henry J. Boroff of the United States Bankruptcy Court for the
District of Massachusetts on May 20 said he would approve the
Chapter 11 Plan of New England Compounding Center, the compounding
pharmacy involved in a deadly national meningitis outbreak.  Under
the confirmed Plan, approximately $200 million will be available to
compensate NECC's creditors, including victims who became ill or
died as the result of receiving an injection of the tainted
steroid.  Over 98% of creditors that voted on the Plan voted to
accept the Plan.

The NECC Chapter 11 Plan establishes a Tort Trust for compensating
those persons that have suffered personal injury and/or death due
to allegedly contaminated drugs compounded by NECC.

The Tort Trust will be funded by the proceeds of settlements with
NECC's shareholders, various clinics and health care providers that
administered NECC drugs, and companies that had business
relationships with NECC.  Those parties will receive releases from
NECC-related liability, as well as injunctions in aid thereof, in
exchange for their substantial contributions.  The Trustee and the
Official Creditors Committee anticipate that distributions to
victims from the Tort Trust may commence before the end of the
year.

Harry Roth and Michael Coren of Cohen, Placitella and Roth,
co-chairs of the Official Creditors Committee in the bankruptcy,
said following the hearing on Plan approval held in Springfield
Massachusetts:

"We are pleased that Judge Boroff will approve the Plan. At the
outset of this litigation there was grave concern given the
available insurance and assets of the company that there would
never be adequate compensation for the victims of the largest ever
doctor induced infection outbreak in the nation.  The NECC Chapter
11 Plan is the culmination of the efforts of a large legal team
drawn from law firms across the country.  These lawyers since the
fall of 2012 have dedicated themselves and a great deal of their
time towards creating a compensation fund and equitable
distribution program for the NECC victims.  Now with the court's
approval of the Plan we feel we have accomplished these goals."

The Centers for Disease Control estimates that at least 751 people
nation-wide have been diagnosed with fungal meningitis or other
serious injuries as a result of the administration of NECC
products.  At least 64 deaths have been confirmed.  Maryland,
Michigan, New Jersey, Indiana, Tennessee and Virginia were the
states effected the most, and patients or their surviving family
members have brought over 600 law suits following the fungal
infection outbreak traced back to medications compounded and
dispensed by NECC.  The suits are all pending in the United States
District Court for the District of Massachusetts in Boston.

            About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39
people and sickened 656 in 19 states, though no illnesses have been
reported in Massachusetts.  The Debtor owns and operates the New
England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just those
associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.

An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David J.
Molton, Esq.


NORTH AMERICAN FINANCIAL: DBRS Confirms Pfd-4 Rating on Pref Shares
-------------------------------------------------------------------
DBRS Limited has confirmed the rating of the Preferred Shares
issued by North American Financial 15 Split Corp. at Pfd-4 (high).

In October 2004, the Company issued 6.4 million Preferred Shares
(at $10 each) and an equal number of Class A Shares (at $15 each).
Although these shares were offered separately, together they form a
Unit.  The redemption date was originally December 1, 2014, but
shareholders have approved an extension of the redemption date for
both classes of shares to December 1, 2019.

The Company holds a portfolio consisting primarily of common shares
of 15 high-quality North American financial services companies:
Bank of America Corporation, Bank of Montreal, Bank of Nova Scotia,
Canadian Imperial Bank of Commerce, CI Financial Corp., Citigroup
Inc., The Goldman Sachs Group, Inc., Great-West Lifeco Inc., JP
Morgan Chase & Co., Manulife Financial Corporation, National Bank
of Canada, Royal Bank of Canada, Sun Life Financial Inc., The
Toronto-Dominion Bank and Wells Fargo & Company. Up to 15% of the
net asset value (NAV) of the Company may be invested in securities
of issuers other than those mentioned above, and no more than 10%
of the NAV of the Company may be invested in any single issuer.
The Portfolio is actively managed by Quadravest Capital Management
Inc.

The Portfolio currently provides approximately 39.7% of downside
protection to holders of the Preferred Shares.  The Preferred
Shares pay a fixed cumulative monthly dividend of $0.04375 per
Preferred Share, yielding 5.25% annually on their issue price of
$10 per share.  Holders of the Class A Shares are expected to
receive regular monthly targeted cash distributions of $0.10 per
Class A Share, yielding 8.0% annually on their issue price of $15
per share.  No distributions will be paid to Class A Shares if the
NAV per Unit falls below $15 and no special year-end dividends will
be paid if, after such payment, the NAV of the Portfolio would be
less than $25.

Since the last rating confirmation in May 2014, the NAV of the
Company has been generally stable, with downside protection
fluctuating from 37% to 41% over the past year.  The Preferred
Share dividend coverage ratio is below 1.0 times and the monthly
Class A Share distribution is expected to result in an average
grind on the portfolio of 5.3% annually for the remaining term
until maturity.  As a result, the rating of the Preferred Shares
has been confirmed at Pfd-4 (high).


NORTH CAROLINA MUTUAL: A.M. Best Hikes Issuer Credit Rating to bb+
------------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from C+ (Marginal) and the issuer credit rating (ICR) to
"bb+" from "b-" of North Carolina Mutual Life Insurance Company
(NCM) (Durham, NC).  The outlook for both ratings has been revised
to stable from negative.

The rating upgrade reflects NCM's significant improvements in
absolute and risk-based capitalization and its business-model shift
to a more fee-based profit stream.  Financial results for full-year
2014 include a material increase in total capital, driven primarily
by a new reinsurance treaty in which the majority of NCM's life
insurance in force was ceded to Southland National Insurance
Corporation (Southland National).  The net impact to capital at
year-end 2014, including net income was an increase to capital and
surplus of $14.7 million.  On a risk-adjusted capital basis, the
company's capitalization ratios had declined sharply prior to 2014,
but following the reported boost in capital, and the potential for
a more predictable earnings stream from fee-based business, A.M.
Best expects capitalization ratios to stabilize.  In addition to
the reinsurance transaction, the company has implemented
expense-reducing initiatives over the past several years that
should benefit earnings going forward.

Negative rating factors include a history of weak operating
results, a sharp decline in the company's admitted assets as a
majority of its bond portfolio was ceded to Southland National in
2014 and a higher concentration in higher risk assets resulting
from the reduction in NCM's fixed income portfolio.  Additionally,
A.M. Best remains concerned over the uncertainty in the level of
future earnings given the material shift in its business profile,
which is largely untested.

A.M. Best believes positive rating movement for NCM may occur
should the company meet its earnings projections and establish
consistent profitability trends, while maintaining and improving
risk-adjusted capitalization levels and total capital base.
However, negative rating action may occur if the company were to
experience earnings trends that do not meet A.M. Best's
expectations or if the company were to experience a material
decline in capital.


NOVELIS INC: Moody's Assigns Ba2 Rating to New $1.8BB Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Novelis Inc.'s
new $1.8 billion senior secured term loan and changed the company's
outlook to negative from stable. At the same time, Moody's affirmed
the B1 corporate family rating, B1-PD probability of default
rating, Ba2 rating on the existing senior secured term loan, and
the B2 senior unsecured notes ratings. The speculative grade
liquidity rating was changed to SGL-2 from SGL-3. Moody's will
withdraw the Ba2 rating on the existing secured term loan upon its
repayment with proceeds from the new term loan.

The negative outlook reflects headwinds in the aluminum industry
from slowing demand and decreasing premiums. The outlook also takes
into account the slower than anticipated improvement in earnings
performance, leverage and debt protection metrics as evidenced by
the debt/EBITDA ratio of 6.3x and the 1.4x EBIT/Interest ratio for
the 2015 fiscal year ended March 31, 2015, including Moody's
standard adjustments.

Affirmations:

Issuer: Novelis Inc.

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

  -- Probability of Default Rating, Affirmed B1-PD

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed Ba2, LGD2

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Affirmed B2, LGD5

Assignments:

  -- Senior Secured Bank Credit Facility (Local Currency),
     Assigned Ba2, LGD2

Raised:

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

Outlook Actions:

  -- Outlook, Changed To Negative From Stable

The B1 CFR considers Novelis' focus on creating more value added
business as it expands its auto sheet finishing capacity to capture
increasing use of aluminum in the automotive market while reducing
more commodity type business such as the former foil operations.
The rating acknowledges the company's large scale, significant
market position, and global footprint in the aluminum rolled
products market, which includes a dominant position in the beverage
and food can sheet segment and good positions in industrial and
other high end specialties such as electronics. The CFR also
reflects the expectation for a growing percentage of earnings to
come from more value added sheet sales to the automotive industry,
contributing to a reduction in the percentage of sales derived from
the thinner margined can sheet business. In the fiscal year ending
March 31, 2015, 13% of revenue was generated from automotive
products, compared to 11% and 8% in the years ending March 31, 2014
and March 31, 2013, respectively. The percentage of revenue from
automotive products is expected to increase in 2016 as automotive
sheet shipments to Ford Motor Company for the F150 pickup truck
continue to ramp up.

At the same time, the rating reflects the variability of Novelis'
sales to end markets, with the can sheet market still a dominant
segment, the sensitivity of its earnings to volume levels given the
level of fixed costs, and the relatively thin margins associated
with the can sheet business. With the ongoing shift to higher value
added product to the automotive industry, margins are expected to
improve. In addition, the absence of material start-up and
commissioning costs as well as operations at the Logan Aluminum
joint venture running at full levels following the hot mill outage
in late 2015, should benefit performance in 2016.

The Ba2 senior secured term loan rating reflects the benefit of the
loan's first priority lien on PP&E and stock and second priority
lien on inventory and accounts receivables. The B2 rating of the
senior unsecured notes reflects their subordination in the capital
structure to the significant amount of secured debt under the term
loan and ABL revolver.

The rating could be downgraded should the company experience
sustained volume and margin declines or should the improvement in
credit metrics that are anticipated with the completion and
start-up of its strategic investments continue to be slow to
materialize. Quantitatively, ratings could be downgraded if
leverage as measured by the debt/EBITDA ratio does not trend toward
5x and EBIT/interest not show an improving trend to at least 2x or
free cash flow continues negative. A significant contraction in
liquidity or availability under the ABL or further material
dividend payments could also negatively affect the rating or
outlook. An upgrade is unlikely at this time due to the company's
more leveraged profile following the balance sheet recapitalization
and weaker earnings performance in its calendar year 2014. However
the outlook or rating could be favorably impacted should the
company trend toward and demonstrate the ability to sustain
EBIT/interest above 4x, debt/EBITDA below 4.25x and (operating cash
flow less dividends)/debt of at least 20%.

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

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products. The company operates through
four segments: North America (33% of revenues for the year ending
March 31, 2015), Europe (32% of revenues), Asia (19% of revenues),
and South America (16% of revenues). While Novelis sells into a
number of end markets, the company currently ships a meaningful
level to the can sheet market, and sales to automotive market are
increasing. For the twelve months ended March 31, 2015, Novelis
generated approximately $11.1 billion of revenues and shipped
approximately 3.4 million tons (3.1 million tons of rolled
aluminum).

Novelis is ultimately 100% owned by Hindalco Industries Limited
(Hindalco - unrated), domiciled in India.


NOVELIS INC: S&P Affirms 'B+' LT CCR & Rates New Term Loan 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its stand-alone
credit profile (SACP) on global rolled aluminum producer Novelis
Inc. to 'b' from 'b+' but affirmed its 'B+' long-term corporate
credit rating on the company.

At the same time, Standard & Poor's affirmed its 'BB' senior
secured term loan rating (with a '1' recovery rating, indicating
S&P's expectation of very high [90%-100%] recovery in a simulated
default scenario), and 'B' senior unsecured notes rating (and '5'
recovery rating, indicating S&P's expectation of modest [10%-30%;
at the low end of the range] recovery) on the company.

Lastly, S&P is assigning a 'BB' senior secured term loan rating
(with a '1' recovery rating) to the company's proposed US$1.8
billion term loan.  Proceeds from the term loan will be used to
repay the existing term loan, whose rating will be withdrawn upon
closing of the transaction.

"The SACP revision primarily reflects weaker-than-expected leverage
and cash flow ratios from Novelis in fiscal 2015, and our
expectation that these ratios will not significantly improve
through fiscal 2016," said Standard & Poor's credit analyst Jarrett
Bilous.

However, the SACP revision has not affected S&P's ratings.  S&P
believes the company remains a "moderately strategic" subsidiary of
Hindalco, which S&P views as having a higher group credit profile
than Novelis' SACP.  As a result, this leads to a 'B+' corporate
credit rating--one notch above S&P's SACP on the company.

Novelis generated growth in earnings and cash flow in fiscal 2015
but faced various global headwinds, particularly in the latter part
of the year.  S&P believes many of these headwinds, including
heightened regional competition, slowing economic growth, and
unfavorable metal price lags, could persist through 2016, constrain
growth in earnings and cash flow, and limit free cash flow
generation.  As such, S&P expects the company's core ratios to
remain relatively unchanged over the next 12 months.

S&P views Novelis' business risk profile as "satisfactory," which
primarily reflects the company's leading market position in global
rolled aluminum products, geographically diversified operations,
and stable profitability.  Novelis is the world's largest producer
of rolled aluminum products, which S&P believes provides benefits
from economies of scale and scope and some pricing power.  The
company uses primary and recycled aluminum primarily to produce
sheet for sale to beverage can producers, foil for packaging, and
rolled products increasingly for automotive applications.

S&P's assessment of Novelis' financial risk profile as "highly
leveraged" primarily reflects the company's large debt load and
historically aggressive financial policies.  S&P expects the
company to materially reduce capital expenditures this year and
next, following a period of significant growth-related facility
investments.  In S&P's view, this should enable Novelis to generate
modest free operating cash flow, which is in contrast to deficits
in recent years.  That said, the company's debt load remains
significant at close to US$6.7 billion on an adjusted basis at
fiscal year-end 2015 (March 31).  Adjusted debt-to-EBITDA was more
than 7x and FFO-to-debt was about 5% at that time.

The stable outlook reflects S&P's view that the company will
generate adjusted debt-to-EBITDA above 7x and funds from
operations-to-debt of about 5% in fiscal 2016, with no change in
its group credit profile or S&P's assessment of Novelis' moderate
strategic importance to Hindalco.

S&P could lower the rating if Novelis generates EBITDA interest
coverage below 2x over the next 12 to 18 months, which S&P expects
would lower the company SACP and ratings.  S&P could also lower its
ratings if Novelis' group credit profile weakens, or if S&P
believes the company becomes a "nonstrategic" subsidiary of
Hindalco.

An upgrade is considered unlikely over the next two years as S&P
believes Novelis will maintain a "highly leveraged" financial risk
profile, which limits upside to the SACP and ratings.  However, an
upgrade could result from Novelis achieving a "significant"
financial risk assessment, with no change in the company's group
credit rating profile or "moderately strategic" importance to
Hindalco.



OLLIE'S HOLDINGS: Moody's Says Proposed Dividend is Credit Negative
-------------------------------------------------------------------
Moody's Investors Service said that Ollie's Holdings, Inc.'s (B2
stable) proposed amendment to its senior secured credit facilities
to increase its ABL Revolving Credit Facility from $75 million to
$125 million in order to borrow $50 million under the revolver for
a dividend payment to existing shareholders is credit negative. The
debt financed dividend will increase the company's debt/EBITDA from
about 5.2 times to about 5.6 times and lower EBITA/interest to
about 3.0 times from the current level of 3.2 times. However, the
company's credit metrics will remain at levels consistent with its
current B2 Corporate Family Rating and therefore there will be no
immediate impact on the company's Corporate Family Rating. Although
the larger ABL and the incremental borrowing under the ABL to
finance the dividend will increase the amount of the senior most
tranche of debt in the capital structure, the B2 rating of the
company's senior secured Term Loan which is junior to the ABL will
not be impacted as Moody's expect the incremental borrowings to be
materially repaid in the next 12 months. at levels consistent with
its current B2 Corporate Family Rating.

Headquartered in Harrisburg, PA, Ollie's Holdings, Inc. operates
178 stores across 16 states as of March 31, 2015. The stores offer
brand name closeout merchandise under the nameplate "Ollie's
Bargain Outlet". Sales are approximately $600 million. Ollie's is
wholly owned by CCMP Capital Advisors and its management.

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


ONE SOURCE: Mercedes-Benz Wants Adequate Protection on Vehicle
--------------------------------------------------------------
Mercedes-Benz Financial Services USA LLC asks the U.S. Bankruptcy
Court to approve the agreement regarding adequate protection and
the automatic stay on one 2014 Freightliner 122SD, Vehicle
Identification Number 3AKJGNBG4EDFV9956 (collateral) which has been
entered into by Mercedes-Benz, One Source Industrial Holdings, LLC
and La Porte Tax Office.

The agreed order provides for adequate protection payments to
Mercedes-Benz regarding the collateral.  Additionally, the agreed
order provides certain terms of recourse, for both Mercedes-Benz
and Taxing Entity, if the Debtor default on the adequate protection
payments.

                    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.


ONE SOURCE: TD Auto Finance Wants Adequate Protection
-----------------------------------------------------
Secured creditor TD Auto Finance LLC, asks the bankruptcy judge
handling One Source Industrial Holdings, LLC, et al.'s cases to
enter:
  
   -- an order authorizing TDAF to take immediate possession of the
collateral and foreclose its lien on the collateral without further
notice to the Debtor, the U.S. Trustee, or any other party in
interest and authorizing TDAF to obtain all writs and other court
orders necessary to obtain possession of its collateral if it is
not voluntarily surrendered by Debtor;

   -- in the alternative, an order requiring the Debtor to provide
TDAF with adequate protection of its interest in these collateral:

      1. a 2011 Dodge Ram 1500; and
      2. a 2012 Dodge Ram 2500.

TDAF explained that, among other things, the Debtor does not have
and Debtor is not able to offer adequate protection of TDAF's
interest in the collateral securing TDAF's debt.  It adds that
according to Debtor's schedules, the Debtor has no equity in the
collateral and such property is not necessary to an effective
reorganization.  According to TDAF, the Debtor failed to adequately
protect TDAF's interest in the collateral.

With regard to a 2011 Dodge Ram 1500, as of March 14, 2015, TDAF
was owed the net contractual balance of $20,506.  With regard to a
2012 Dodge Ram 2500, as of March 14, TDAF was owed the net
contractual balance of $41,492.

TDAF is represented by:

         Stephen G. Wilcox, Esq.
         Clare Russell, Esq.
         WILCOX LAW, PLLC
         P.O. Box 201849
         Arlington, TX 76006
         Tel: (817) 870-1694
         E-mail: swilcox@wilcoxlaw.net

                    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.



PAR PHARMACEUTICAL: Moody's Reviews 'B2' CFR for Upgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of Par Pharmaceutical
Companies, Inc. under review for upgrade, including the B2
Corporate Family Rating and the B2-PD Probability of Default
Rating. At the same time, Moody's affirmed Par's SGL-1 Speculative
Grade Liquidity Rating.

The review is prompted by the announcement that Endo International
plc will acquire Par for $8.05 billion in cash and equity. Endo is
the parent company of Endo Luxembourg Finance I Company S.à.r.l.,
whose Ba3 Corporate Family Rating is currently under review for
downgrade.

Moody's review will consider the benefits of becoming part of a
larger, more diversified company, as well as Endo's treatment of
Par's debt. Upon completion of the acquisition, Moody's expects to
withdrawal Par's CFR and PDR as well as the ratings on any debt
instruments that are repaid as part of the transaction.

The following ratings were placed under review for upgrade:

  -- Corporate Family Rating, at B2

  -- Probability of Default Rating at B2-PD

  -- $150 million senior secured revolving credit facility at B1
     (LGD 3)

  -- $1.87 billion senior secured term loan at B1 (LGD 3)

  -- $490 million senior unsecured notes at Caa1 (LGD 6)

The following ratings were affirmed:

  -- Speculative Grade Liquidity Rating, at SGL-1

Outlook actions:

  -- Outlook to rating under review from stable

Par's B2 rating (currently under review for upgrade) reflects its
mid-tier position in the US generic pharmaceutical market, in which
it competes against substantially larger and more diverse global
players. Par competes largely on its expertise in extended release
formulations and other difficult-to-make products. The ratings are
supported by Moody's expectation for good free cash flow and a
favorable product pipeline which should result in new product
launches being sufficient to offset normal life cycle declines in
older medications. The rating is constrained by the company's high
adjusted debt to EBITDA leverage, which is in the mid-5.0x range.
Moody's views this level of leverage as being high in the context
of the potential for earnings volatility created by Par's revenue
concentration in a small number of products, heightened
manufacturing risk associated with sterile injectables and the
inherent fluctuations in generic drug pricing and market share.

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

Headquartered in Woodcliff Lake, New Jersey, Par Pharmaceutical
Companies, Inc. is a specialty generic and branded pharmaceutical
company operating primarily in the United States. The company
generates revenues of approximately $1.3 billion. The company is
owned by TPG Capital, L.P.


PARAGON SHIPPING: Receives Nasdaq Listing Non-Compliance Notice
---------------------------------------------------------------
Paragon Shipping Inc. on May 19 disclosed that it has received
written notification from The Nasdaq Stock Market dated May 14,
2015, indicating that because the closing bid price of the
Company's common stock for the last 30 consecutive business days
was below $1.00 per share, the Company no longer meets the minimum
bid price requirement for the Nasdaq Global Market, set forth in
Nasdaq Listing Rule 5450(a)(1).  Pursuant to the Nasdaq Listing
Rules, the applicable grace period to regain compliance is 180
days, or until November 10, 2015.

The Company intends to monitor the closing bid price of its common
stock between now and November 10, 2015; and is considering its
options in order to regain compliance with the Nasdaq Global Market
minimum bid price requirement.  The Company can cure this
deficiency if the closing bid price of its common stock is $1.00
per share or higher for at least ten consecutive business days
during the grace period.  In the event the Company does not regain
compliance within the 180-day grace period and it meets all other
listing standards and requirements, the Company may be eligible for
an additional 180-day grace period if it transfers to the Nasdaq
Capital Market.

The Company intends to cure the deficiency within the prescribed
grace period.  During this time, the Company's common stock will
continue to be listed and trade on the Nasdaq Global Market.

The Company's business operations are not affected by the receipt
of the notification.

                   About Paragon Shipping Inc.

Paragon Shipping -- http://www.paragonship.com-- is an
international shipping company incorporated under the laws of the
Republic of the Marshall Islands with executive offices in Athens,
Greece, specializing in the transportation of drybulk cargoes.
Paragon Shipping's current fleet consists of sixteen drybulk
vessels with a total carrying capacity of 980,399 dwt.  In
addition, Paragon Shipping's current newbuilding program consists
of two Ultramax drybulk carriers and three Kamsarmax drybulk
carriers that are scheduled to be delivered in 2015.  The Company's
common shares and senior notes trade on NASDAQ under the symbols
"PRGN" and "PRGNL," respectively.


PARK FLETCHER: May 21 Final Hearing on Cash Collateral Access
-------------------------------------------------------------
Park Fletcher Realty, LLC, will ask the bankruptcy court at a
hearing on May 21, 2015, for final approval to use cash
collateral.

Lender Filbert Orton EAT, LLC, has renewed its opposition to the
Debtor's use of cash collateral and request that the Court appoint
a Chapter 11 trustee to examine the pre- and post-petition
activities of the Debtor, the related entities and insider
including fraudulent transfers and the comingling of assets.  

The Lender reiterates that the Debtor's revenue is approximately
$230,000 a month.  Its expenses of interest, insurance, maintenance
and utilities are more than $230,000 a month.  There are no funds
available to escrow to pay taxes that will be due in November nor
any funds to pay the post-petition association dues or any other
administrative expenses.

As reported in the Troubled Company Reporter on May 12, 2015,
Judge Jeffrey J. Graham has entered an interim order authorizing
the Debtor to use 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.

                     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.



PFS HOLDING: Moody's Affirms B3 CFR & Alters Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed PFS Holding Corporation's B3
Corporate Family Rating and B3-PD Probability of Default Rating and
revised the company's outlook to negative from stable. The negative
outlook reflects Moody's concerns about the company's inability to
quickly restore sales and earnings after it encountered major
problems integrating an acquired facility into its Easton,
Pennsylvania facility. Moody's believes the continued weaker
performance is indicative of the negative business impact from
integration issues and general execution issues.

The following ratings were affirmed:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3-PD

  -- First lien term loan at B3 (LGD 3)

  -- Second lien term loan at Caa2 (LGD 5)

The outlook is negative.

PFS's B3 CFR reflects the company's very high financial leverage
and narrow margins typical of distributors. Moody's expects PFS to
continue its acquisition activity and that this will likely leave
little cash flow for debt repayment. Moody's believes that earnings
will continue to be pressured and that financial leverage will
remain high. These negative factors are partially offset by the
company's national distribution platform as the largest pet food
and supply distributor in the US, good customer and vendor
diversity and adequate liquidity.

A downgrade could occur if the company faces continuing operating
difficulties and if liquidity deteriorates. Owner-friendly
transactions or large debt-funded acquisitions could also result in
a downgrade.

An upgrade could occur if the company is able to generate positive
free cash flow while maintaining debt to EBITDA below 7.0 times.
The company would also need to have adequate liquidity for an
upgrade.

The principal methodology used in this rating was Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Easton, Pennsylvania-based PFS Holding Corporation (along with its
operating subsidiary Phillips Pet Food & Supplies), is a pet food
and pet supply distributor in the U.S., servicing independent pet
retail stores, online retailers and other channels such as groomers
and other specialty outlets. Pro forma revenues is approximately $1
billion. The company is majority owned by Thomas H. Lee.


PILGRIM'S PRIDE: S&P Raises CCR to 'BB+', Outlook Positive
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pilgrim's Pride Corp. (PPC) to 'BB+' from 'BB'.  The
outlook is positive.

S&P also raised the issue-level rating on the company's senior
secured $700 million revolving credit facility and $1 billion
first-lien term loan due 2020 to 'BBB' from 'BBB-'.  The recovery
ratings are unchanged at '1', indicating S&P's expectation for very
high recovery (90%-100%).  In addition S&P raised the issue-level
rating on the senior unsecured notes due 2025 to 'BB+' from 'BB'.
The recovery rating is '3', indicating S&P's expectation of
(50%-70%, at the high end of the range) recovery in the event of a
payment default.

The upgrade in part reflects the upgrade of parent company JBS S.A.
Standard & Poor's caps the corporate credit rating at 'BB+', the
same as that of parent company JBS, reflecting JBS' majority
ownership of PPC and S&P's belief that PPC is a "highly strategic"
subsidiary.

The upgrade also reflects Standard & Poor's belief that PPC's
operations will continue to stabilize, including lower feed costs
and other identified cost reduction initiatives in place.  "We
believe these cost reductions and improved pricing practices have
reduced the company's earnings volatility, which should allow it to
perform better during weaker earnings cycles," said Standard &
Poor's credit analyst Stephanie Harter.

The positive outlook reflects Standard & Poor's opinion that the
company´s credit quality could continue improving on the back of
healthy operating performance and stronger discretionary cash flows
in 2016, which could make S&P revise upwards its assessment of
PPC's financial risk profile.  A higher rating is also contingent
on an upgrade of JBS, as PPC's ratings are capped by JBS' group
credit profile.

S&P could change the outlook to stable if it revises the outlook on
JBS to stable or if operating performance unexpectedly weakens,
debt to EBITDA approaches 3x, and FFO to debt nears 30%.



PLANTRONICS INC: Moody's Assigns 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a corporate family rating and
probability of default rating of Ba2 and Ba2-PD, respectively, to
Plantronics, Inc. Moody's also assigned an SGL-1 speculative grade
liquidity rating and Ba2 ratings to PLT's proposed $500 million
senior unsecured notes. The ratings outlook is stable.

The proceeds from the Notes will be used to (i) terminate and repay
the approximate $151 million balance outstanding under PLT's $200
million senior unsecured revolver (Old Revolver) and (ii)
repurchase PLT's common stock with the remaining net proceeds.
Separately, the company will enter into a new $100 million senior
unsecured revolver (New Revolver), which will be undrawn at
closing.

PLT's Ba2 CFR reflects its leading position in providing audio
communications headsets to businesses, particularly in the growing
Unified Communications (UC) subsector that has high barriers to
entry, moderate pro forma debt to EBITDA (Moody's adjusted) of
about 3x, and very good liquidity anchored by substantial cash and
investment balances. The rating also reflects its modest scale,
limited product diversification, and execution risk associated with
an evolving business model driven by technological changes in the
industry. Revenue growth opportunities are expected to be weak for
Core Enterprise, temperate for Consumer, but strong for UC.

The SGL-1 speculative grade liquidity rating reflects very good
liquidity. At March 31, 2015, PLT had about $482 million of cash,
cash equivalents and short and long term investments (with the
majority held internationally) and Moody's expects free cash flow
of about $100 million over the next year. Under a recently
announced company plan, a substantial amount (about 60%) of future
free cash flow is committed to share buybacks and dividends.
Moody's expects significant availability under PLT's New Revolver,
with adequate cushion under the financial covenants of the New
Revolver. There are no required debt payments until the Notes
mature in about 8 years from closing.

The stable rating outlook reflects Moody's expectation for revenue
growth of about 5%, adjusted EBITDA margins of about 18% and steady
cash flow generation over the next 12 months.,

PLT's rating could be upgraded if it demonstrates sustained
material growth in revenues, profitability and market share, such
that FCF to debt exceeds 20% and Debt to adjusted EBITDA (Moody's
basis) declines to under 2.0x, while maintaining modest net
leverage.

PLT's rating could be downgraded if revenues and profitability
decline or financial policies become more aggressive such that cash
balances are substantially reduced, leverage is sustained above
3.5x or FCF to debt is sustained at 10% or less. Also, the rating
could be downgraded if there is an outcome from headset competitor
GN Netcom's anti-trust lawsuit against PLT that materially impacts
PLT's business or financial profile.

The following ratings were assigned:

Issuer: Plantronics, Inc.

  -- Corporate Family Rating -- Ba2

  -- Probability of Default Rating - Ba2-PD

  -- Speculative Grade Liquidity Rating - SGL-1

  -- Senior Unsecured Notes - Ba2 (LGD4)

  -- Outlook - Stable

Plantronics, Inc. (NYSE: PLT), headquartered in Santa Cruz,
California, is a provider of audio communications headsets and
accessories used by businesses and consumers, under the Plantronics
and Clarity brand names. PLT had approximately $865 million in
revenues FY ending March 31, 2015.

The principal methodology used in these ratings was Global
Technology Hardware published in October 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.


QUICKSILVER RESOURCES: Creditors' Panel Hires Capstone as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Quicksilver
Resources Inc. and its debtor-affiliates asks for authorization
from the Hon. Laurie Silverstein of the U.S. Bankruptcy Court for
the District of Delaware to retain Capstone Advisory Group, LLC and
Capstone Valuation Services, LLC as financial advisor to the
Committee, nunc pro tunc to March 30, 2015

The Committee requires Capstone to:

   (a) advise and assist the Committee in its analysis and
       monitoring of the Debtors' and non-Debtor-affiliates'
       historical, current and projected financial affairs,
       including, schedules of assets and liabilities and
       statement of financial affairs;

   (b) advise and assist the Committee with respect to the use of
       cash collateral and unencumbered cash including evaluation
       of the Debtors' proposed cash segregation protocol and
       monitoring thereof;

   (c) trace cash receipts and disbursements to the appropriate
       source/asset and advise the Committee on issues related to
       the segregation of cash;

   (d) review the Debtors' 13-week cash flow forecast and
       underlying support and scrutinize cash receipts and
       disbursements on an on-going basis;

   (e) develop a periodic monitoring report to enable the
       Committee to effectively evaluate the Debtors' performance
       and operating activities on an ongoing basis;

   (f) advise and assist the Committer and counsel in reviewing
       and evaluating any court motions, applications, or other
       forms of relief filed or to be filed by the Debtors, or any

       other parties-in-interest;

   (g) as needed, prepare alternative business projections
       relating to the valuation of the Debtors' and non-Debtor
       affiliates' business enterprise;

   (f) advise and assist the Committee and counsel in reviewing
       and evaluating any court motions, applications, or other
       forms of relief filed or to be filed by the Debtors, or any

       other parties-in-interest;

   (g) as needed, prepare alternative business projections
       relating to the valuation of the Debtors' and the non-
       Debtor affiliates' business enterprise;

   (h) develop strategies to maximize recoveries from the Debtors'

       assets and advise and assist the Committee with respect to
       such strategies;

   (i) analyze and monitor any prior, pending and future sale
       processes and transactions and assess the reasonableness of

       the process and the consideration received;

   (j) monitor the Debtors' claims management process, analyze
       claims including guarantee claims, priority claims and
       potential deficiency claims and summarize claims by entity;

   (k) advise and assist the Committee in identifying and/or
       reviewing any preference payments, fraudulent conveyances,
       and other potential causes of action that the Debtors'
       estates may hold against insiders and third parties;

   (l) analyze the Debtors' and non-Debtor affiliates' assets and
       analyze potential recoveries to creditor constituencies
       under various scenarios;

   (m) review and provide analysis of any plan of reorganization
       and disclosure statement relating to the Debtors including,

       if applicable, the development and analysis of any plan of
       reorganization proposed by the Committee;

   (n) advise and assist the Committer in its assessment of the
       Debtors' employee needs and related costs including
       evaluation of any proposed KERP or KEIP plans;

   (o) analyze intercompany and related party transactions of the
       Debtors and non-Debtor affiliates, particularly those
       involving the non-Debtor Canadian affiliates;

   (p) advise and assist the Committee in the evaluation of the
       Debtors' hedging program and contractual arrangements;

   (q) attend Committee meetings, court hearings, and auctions as
       may be required;

   (r) assist the Committee in the evaluation of the tax impact of

       any proposed transaction;

   (s) render such other general business consulting or assistance

       as the Committee or its counsel may deem necessary,     
       consistent with the role of a financial advisor; and

   (t) perform other potential services, including: rendering
       expert testimony, issuing expert reports and preparing
       litigation, valuation and forensics analyses that have not
       yet been identified but as may be requested from time to
       time by the Committee and its counsel.

Capstone will be paid at these hourly rates:

       Christopher Kearns     $895
       Mark Shankweiler       $825
       Rick Wright            $595
       Jun Song               $595
       Daniel Demko           $275
       Executive Director     $625-$895
       Managing Director      $475-$640
       Director               $425-$475
       Consultant             $250-$375
       Support Staff          $125-$325

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

Christopher J. Kearns, executive director of Capstone Advisory
Group, LLC, 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.

Capstone can be reached at:

       Christopher J. Kearns
       CAPSTONE ADVISORY GROUP, LLC
       104 West 40th Street, 16th Floor
       New York, NY 10018
       Tel: (212) 782-1400
       Fax: (212) 782-1479

                        About Quicksilver

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

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

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

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

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


QUICKSILVER RESOURCES: Deloitte's John Little Approved as SAO
-------------------------------------------------------------
Quicksilver Resources Inc. won approval from the Bankruptcy Court
to tap Deloitte Transactions and Business Analytics LLP to provide
(i) John Little to serve as Quicksilver's strategic alternatives
officer (the SAO); and (ii) services related thereto during the
Chapter 11 cases.

The Debtors asked the Court to enter a proposed revised order that
resolves the informal comments of the U.S. Trustee, the Official
Committee of Unsecured Creditors, second lien agent Credit Suisse
and the Ad Hoc Group of Second Lienholders to the motion to employ
DTBA.  A copy of the revised order is available for free at:

  http://bankrupt.com/misc/Quicksilver_310_219_cert_Deloitte.pdf

The Debtors related that effective as of Sept. 22, 2014, the
Debtors' board of directors approved the appointment of Mr. Little
as SAO and the Debtors entered into the engagement letter.  After
Mr. Little's appointment as SAO, Mr. Little and DTBA began to
provide the Debtors with services relating to the exploration,
evaluation, and implementation of strategic and tactical
initiatives, including assisting with the implementation of
potential performance and operating improvements.

In his capacity as SAO, Mr. Little will assist with the Debtors'
restructuring efforts and identify, develop, and implement
strategies related to the Debtors' debt obligations, business plan,
and other related matters.

The Debtors agreed to pay DTBA on these terms:

   a) SAO Fees: Mr. Little's fee is $20,000 per week.  During his
engagement by the Debtors, Mr. Little will devote substantially all
of his working time to the performance of the Services.

   b) Hourly Fees: Additional fees will be based on the actual
hours incurred by DTBA personnel at these hourly rates in
accordance with the engagement letter:

       Partner/Principal/Director         $550 - $745
       Senior Manager                     $475 - $550
       Manager                            $395 - $475
       Senior Associate/Associate         $375 - $395
       Paraprofessional                   $125 - $250

   c) Expenses: DTBA will be entitled to reimbursement of
reasonable expenses incurred in connection with the engagement,
including, but not limited to travel, report preparation, delivery
services, photocopying and other costs included in providing the
Services.

                          About Quicksilver

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

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

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

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

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



QUICKSILVER RESOURCES: Panel Hires Moelis as Investment Banker
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Quicksilver
Resources Inc. and its debtor-affiliates asks for authorization
from the Hon. Laurie Siverstein of the U.S. Bankruptcy Court for
the District of Delaware to retain Moelis & Company LLC ("Moelis")
as investment banker to the Committee, nunc pro tunc to March 30,
2015.

The Committee requires Moelis to:

   (a) assist the Committee in conducting a financial analysis of
       the Debtors;

   (b) assist the Committee in evaluating the Debtors' debt
       capacity and in the determination of an appropriate capital

       structure for the Debtors;

   (c) assist the Committee in reviewing and analyzing proposals
       for any Restructuring, and, to the extent requested, assist

       the Committee in soliciting and developing alternative
       proposals for a Restructuring;

   (d) advise and assist the Committee and, if the Committee
       requests, participate in negotiations regarding any
       Restructuring;

   (e) meet with the Committee, the Debtors' management, the
       Debtors' board of directors and other creditor groups,
       equity holders or other parties in interest to discuss any
       Restructuring;

   (f) participate in hearings before the Bankruptcy Court and
       providing testimony on matters mutually agreed upon in good

       faith; and

   (g) other investment banking services in connection with a
       Restructuring as Moelis and the Committee may agree.

Moelis will be compensated as follows (the "Fee Structure"):

-- Monthly Fee.  During the term of Moelis' engagement, a non-
   refundable cash fee of $150,000 per month (the "Monthly Fee"),
   payable in advance of each month.  Whether or not a
   Restructuring has taken place or will take place, Moelis shall
   earn and be paid the Monthly Fee beginning on March 30, 2015
   until the expiration or termination of Moelis' engagement.  For

   the month of March 2015, Moelis' Monthly Fee shall be pro-rated

   to reflect that Moelis began providing services under the
   Engagement Letter on March 30, 2015.  The first payment for the

   pro-rated portion of March 2015 and for April 2015 shall be
   payable upon entry of the Bankruptcy Court order approving
   Moelis' engagement under the Engagemetn Letter and each
   subsequent payment shall be payable upon the first day of each
   subsequent month.

-- Restructuring Fee. Upon the consummation of any Restructuring,
   a non-refundable cash fee (the "Restructuring Fee") of
   $3,000,000.

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

Robert Flachs, managing director of Moelis, 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.

Moelis can be reached at:

       Robert Flachs
       MOELIS & COMPANY LLC
       399 Park Avenue, 5th Floor
       New York, NY 10022
       Tel: (310) 443-2326
       E-mail: robert.flachs@moelis.com

                        About Quicksilver

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from  unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

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

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

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

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


RANCH 967: Aegis Group Approved to Give Appraisal of Primary Asset
------------------------------------------------------------------
U.S. Bankruptcy Judge Tony M. Davis authorized Ranch 967 LLC to
employ Aegis Group, Inc., as appraiser in connection with the
Chapter 11 proceeding.

Aegis will produce an appraisal of the Debtor's primary asset, the
1558.23 acres of land in Hays County, Texas, referred to as "O Bar
Ranch."

The appraisal will provide necessary information concerning O Bar
Ranch's current value, thus helping the Debtor in developing a
feasible outcome in the case and benefiting the estate and all
parties in interest.  

Aegis has agreed to perform a full appraisal, compliant with the
real estate appraisal reporting requirements specified in the
2014-2015 edition of the Uniform Standards of Professional
Appraisal Practice, for a flat fee of $12,500.  This appraisal will
be completed within 45 days of the Court approving the application
and the Debtor providing notice to proceed.

In addition, Aegis has agreed to convey preliminary value
conclusions prior to that time, and, if at that time the Debtor
opts not to proceed with the full appraisal, to be compensated only
on an hourly basis at the rate of $300/hour for fees already
incurred, rather than receiving the full flat fee.

Aegis will also receive an initial retainer of $7,000.

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

                        About Ranch 967 LLC

Ranch 967 LLC, a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10314) on March
3, 2015.  The petition was signed by Frank J. Carmel as managing
member.  The Debtor disclosed $22,500,000 in assets and $12,979,971
in liabilities as of the Chapter 11 filing.  Eric J. Taube, Esq.,
at Hohmann Taube & Summers, LLP, represents the Debtor as counsel.
Judge Tony M. Davis presides over the case.



RESTORGENEX CORP: Posts $3.51 Million Net Loss in First Quarter
---------------------------------------------------------------
Restorgenex Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.51 million on $0 of revenues for the three months ended March
31, 2015, compared to a net loss of $1.38 million on $0 of revenues
for the same period a year ago.

As of March 31, 2015, the Company had $39.6 million in total
assets, $4.36 million in total liabilities and $35.3 million in
total stockholders' equity.

The Company's working capital totaled $18.9 million, including
$19.2 million in cash and cash equivalents, as of March 31, 2015,
compared to working capital $21.8 million, including $21.9 million
in cash and cash equivalents, as of Dec. 31, 2014.

"RestorGenex remains focused on completing the CMC work and
pre-clinical studies necessary for the initiation of clinical
trials in 2016," said Stephen M. Simes, chief executive officer.
"Our lead product, RES-529, has shown pre-clinical efficacy in a
variety of tumor cell models.  Significant work has been performed
and published describing the effect of RES-529 on TORC1 and TORC2
(two key components of the PI3-Kinase signaling pathway).  This
work has supported the granting of orphan designation in
glioblastoma multiforme and provides preclinical support for future
development in other tumor types such as lung, breast and prostate
cancers.  Our pre-clinical progress in 2015 will set the path for
the Company's robust clinical program expected to be initiated in
2016."

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

                        http://is.gd/VQsOkt

                         About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $14.4 million in 2014,
a net loss of $2.46 million in 2013 and a net loss of $6.85 million
in 2012.


RIENZI & SONS: Committee Defends Retention of CBIZ
--------------------------------------------------
The Official Committee of Unsecured Creditors responded to Rienzi &
Sons' limited objection to retain CBIZ Accounting, Tax & Advisory
of New York, LLC, and CBIZ Valuation Group, LLC, as its financial
advisors.

The Debtor, in its limited objection, said it has expressed its
concern to counsel to the Committee about fees relative to the size
of the case, and even suggested that perhaps the two entities must
share one financial advisor.  

The Committee, however, refused and sought to retain CBIZ.

The Committee explains it has sought to retain its own financial
advisor to fulfill its fiduciary duty to all of the unsecured
creditors in the case for at least three reasons:

   1. The Committee must confirm whether the Debtor is viable as a
going concern;

   2. The Committee must obtain and independently evaluate the
financial history of the Debtor and determine whether any viable
causes of action exist against the Debtor's insiders or other third
parties; and

   3. Having these information available, the Committee can then
effectively discuss and negotiate with the Debtor an effective and
proper restructuring of the business.

The hourly rates of CBIZ' professionals are:

        Directors and Managing Directors         $420 - $725
        Manager and Senior Managers              $305 - $420
        Senior Associates and Staff              $150 - $335

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

                        About Rienzi & Sons

Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015.  The petition was
signed by Michael Rienzi as president.  The Debtor disclosed
$13,349,383+ in assets and $24,965,511 in liabilities as of the
Chapter 11 filing.  Vincent J Roldan, Esq., and Michael J.
Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as
counsel to the Debtor.  Judge Nancy Hershey Lord presides over the
Chapter 11 case.

The Official Committee of Unsecured Creditors is represented by
Klestadt Winters Jureller Southard & Stevens, LLP as counsel.  the
Committee tapped to retain CBIZ Accounting, Tax & Advisory of New
York, LLC and CBIZ Valuation Group, LLC, as financial advisors.



RIENZI & SONS: Funaro & Co. Approved as Accountants
---------------------------------------------------
Rienzi & Sons won approval from the U.S. Bankruptcy Court for the
Eastern District of New York to employ Funaro & Co., P.C., as
accountants, nunc pro tunc to the Petition Date.

The Debtor requires the services of Funaro & Co to prepare
financial statements and file corporate taxes.

Funaro & Co's requested compensation for professional services
rendered to the Debtor shall be $380 per hour.

Funaro & Co will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Sheldon Satlin, of Counsel to Funaro & Co, 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.

Funaro & Co can be reached at:

       Sheldon Satlin
       FUNARO & CO., P.C.
       Empire State Building
       350 Fifth Avenue, 41st Floor
       New York, NY 10118
       Tel: (212) 947-3333
       Fax: (212) 947-4725
       E-mail: sheldon.satlin@funaro.com

                       About Rienzi & Sons

Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015.  The petition was
signed by Michael Rienzi as president.  The Debtor estimated assets
and debts of $10 million to $50 million.  Vincent J Roldan, Esq.,
and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler
P.C., serve as counsel to the Debtor.  Judge Nancy Hershey Lord
presides over the Chapter 11 case.



RIENZI & SONS: Klestadt Winters Approved as Committee Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors won approval from the
Bankruptcy Court to retain Klestadt Winters Jureller Southard &
Stevens LLP as its counsel.

Tracy L. Klestadt, Esq., a partner at the firm of KWJS&S, then
known as Klestadt & Winters, LLP, disclosed that the firm
represented the Debtor in 2000 and 2001 in defending the Debtor
against certain preferential transfer claims asserted against the
Debtor in the cases of Grand Union supermarkets and Twin Grocers.
KWJS&S is not owed any amounts by the Debtor in connection with the
prior representations.

Mr. Klestadt discloses that his hourly rate is $650; other partners
of the firm bill from $450 to $545 per hour; associates bill from
$225 to $350 per hour; and the firm's paralegals bill at $150 per
hour.  The hourly rates are subject to periodic adjustments to
reflect economic and other conditions, and are expected to increase
on Jan. 1, 2016.

To the best of the Committee's knowledge, KWJS&S is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         Tracy L. Klestadt, Esq.        
         KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
         570 Seventh Avenue, 17th Floor
         New York, NY 10018
         Tel: (212) 972-3000
         Fax: (212) 972-2245

                        About Rienzi & Sons

Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015.  The petition was
signed by Michael Rienzi as president.  The Debtor estimated assets
and debts of $10 million to $50 million.  Vincent J Roldan, Esq.,
and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler
P.C., serve as counsel to the Debtor.  Judge Nancy Hershey Lord
presides over the Chapter 11 case.

The Official Committee of Unsecured Creditors is represented by
Klestadt Winters Jureller Southard & Stevens, LLP as counsel.



RIENZI & SONS: Wants July 24 Fixed as General Claims Bar Date
-------------------------------------------------------------
Rienzi & Sons, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of New York to establish July 24, 2015, at 5:00 p.m., as
the deadline for any person or entity to file proofs of claim
against the Debtor.  The Debtor also requests that the Court set
Oct. 21, at 5:00 p.m., as the bar date for governmental units.

According to the Debtor, to formulate a confirmable plan of
reorganization and provide accurate disclosure related thereto, the
Debtor requires, among other things, complete and accurate
information regarding the nature, validity, number and amount of
the claims that will be asserted in the Chapter 11 case.

Proofs of claim must be submitted by mailing or delivering the
original proof of claim to the:

         U.S. Bankruptcy Court
         Eastern District of New York
         Conrad B. Duberstein
         U.S. Bankruptcy Courthouse
         271 Cadman Plaza East, Suite 1595
         Brooklyn, NY 11201

According to the case docket, the order will be presented for
signature on May 18.

                        About Rienzi & Sons

Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015.  The petition was
signed by Michael Rienzi as president.  The Debtor estimated
assets
and debts of $10 million to $50 million.  Vincent J Roldan, Esq.,
and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler
P.C., serve as counsel to the Debtor.  Judge Nancy Hershey Lord
presides over the Chapter 11 case.


ROADRUNNER ENTERPRISES: Bank Seeks to Foreclose on Va. Properties
-----------------------------------------------------------------
Virginia Commonwealth Bank asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, to lift the
automatic stay in the Chapter 11 case of Roadrunner Enterprises,
Inc., to initiate foreclosure proceedings.

The Bank is a holder of several mortgage notes against the Debtor
secured by several of the Debtor's real property located in
Virginia.  Specifically, the bank is a holder of mortgage notes in
the following amounts:

   Amount        Security
   ------        --------
   $141,750      29134 Forestview Drive, Waverly, Virginia
   $150,000      29187 Forestview Drive, Waverly, Virginia
   $140,675      16400 Happy Hill Road, Colonial Heights, Virginia
   $116,625      29208 Meadowview Drive, Waverly, Virginia

The bank's counsel, Robert B. Hill, Esq., at Hill & Rainey, in
Colonial Heights, Virginia, asserts that the Debtor is financially
unable to maintain its obligation and that the bank will suffer
irreparable injury, loss and damage if it is not permitted to
foreclose upon its security interest; otherwise the bank is without
adequate protection.

The bank is represented by:

         Robert B. Hill, Esq.
         HILL & RAINEY, ATTORNEYS
         2425 Boulevard, Suite 9
         Colonial Heights, VA 23834
         Tel: (804) 526-8300

                   About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge

Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.field County,
Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge

Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.


SAN JUAN RESORT: Luis R. Carrasquillo OK'd as Financial Consultant
------------------------------------------------------------------
San Juan Resort Owners Inc., won bankruptcy court approval to
employ CPA Luis R. Carrasquillo & Co., P.S.C., as financial
consultant.

The U.S. Trustee in an objection to the application said that
Mr. Carrasquillo should explain why he should be allowed to
petition the Court for interim compensation every 60 days, when he
has already received a substantial retainer in this case, in the
amount of $25,000.

The Debtor explained that its cash flows will be limited as its
Chapter 11 plan will be substantially based on a sale of its assets
pursuant to the Section 363 of the Bankruptcy Code, therefore,
after the completion of the sale, its business activities will be
very limited or none.

The Debtor said it needed a financial consultant to assist the
Debtor in the restructuring of its affairs by (i) providing advise
in strategic planning and the preparation of the Chapter 11
schedules and any amendments thereto, the Debtor's Plan of
Reorganization, Disclosure Statement and business plan, and (ii)
participating in the Debtor's negotiations with creditors and
potential buyers.

The Debtor later filed an amended application to further address
the U.S. Trustee's objections.  In the amended application, the
Debtor said it has retained Carrasquillo on the basis of a $25,000
retainer, against which Carrasquillo will bill as per the hourly
billing rates, upon interim application(s) which will be filed
every 120 days upon the approval of the Court.

A copy of the Amended Application is available for free at:

  http://bankrupt.com/misc/SANJUAN_29_financialconsultant_A.pdf

                     About San Juan Resort

San Juan Resort Owners Inc. sought Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-01627) in Old San Juan,
Puerto Rico on March 5, 2015. The petition was signed by Luis A.
Carreras Perez as president.  The Debtor is represented by William
M. Vidal, Esq., at William Vidal Carvajal Law Offices in San Juan,
Puerto Rico.

The Debtor disclosed $12,787,943 in assets and $33,014,219 in
liabilities as of the Chapter11 filing.

The Debtor owns a parcel of land of 1,637 square meters, with
commercial property known as the San Juan Beach Hotel, a 96-room
hotel.  The hotel is located at 1045, Ashford Avenue, Condado, San
Juan, Puerto Rico.  The company claims the property is worth $11
million based on appraised value.  Banco Popular de Puerto Rico is
owed $17.5 million, of which $6.56 million is unsecured.



SPIRE CORP: Delays Q1 Form 10-Q Over Liquidity Issues
-----------------------------------------------------
Spire Corporation filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015.  

As previously disclosed, the Company has limited cash resources and
liquidity, and has been exploring various alternatives on how to
fund working capital needs and institute cost reduction efforts.
The Company's current lack of sufficient cash resources, lack of
financing, delays in shipments of certain products coupled with the
corresponding delays in receipt of expected revenue from the sale
of those products, and the imposition of stricter payment terms
from certain of its suppliers, continue to constrain its liquidity
and operations.  In January 2015, the Company's chief financial
officer resigned, and the Company's chief executive officer
currently acts as principal financial officer.

The Company anticipates significant changes in its results of
operations compared to the corresponding period of 2014 will be
reflected by the earnings statement to be included in its Form 10-Q
for the quarterly period ended March 31, 2015.  It currently
expects that its revenue will decrease by 28% to 32% for the
quarterly period ended March 31, 2015 compared to the quarterly
period ended March 31, 2014, before considering the effects of the
presentation of discontinued operations.  This expected change is
primarily due to the deconsolidation of its variable interest
entity.  The Company expects that its operating loss from
continuing operations will improve by 45% to 52% and its net loss
will improve by 48% to 55% for the quarterly period ended
March 31, 2015, compared to the quarterly period ended March 31,
2014, before considering the effects of the presentation of
discontinued operations.  Since the financial statements for the
quarterly period ended March 31, 2015, are not yet completed,
actual results may differ materially from its current
expectations.

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed
$9.73 million in total assets, $15.6 million in total liabilities,
and a $5.87 million total stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.


SPROUTS FARMERS: S&P Affirms 'BB' CCR Then Withdraws Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating with a stable outlook on Sprouts Famers Market Inc.
S&P subsequently withdrew the rating at the company's request.  At
the same time, S&P also affirmed and withdrew the 'BB+' issue-level
rating and '2' recovery rating on the company's $450 million
revolving credit facility.


SYNIVERSE HOLDINGS: S&P Lowers CCR to 'B', Off Credit Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Tampa-based Syniverse Holdings Inc. to 'B' from
'B+'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'B+' from 'BB-'.  The recovery
rating remains '2', indicating S&P's expectation for substantial
(70%-90%, at the lower end of the range) recovery in the event of
payment default.  S&P also lowered the issue-level rating on
Syniverse's 9.125% senior notes due 2019 to 'CCC+' from 'B-'.  The
recovery rating on this debt remains '6', which indicates S&P's
expectation for negligible (0%-10%) recovery in the event of
payment default.

S&P removed all ratings from CreditWatch, where it had originally
placed them with negative implications on March 19, 2015.

"The downgrade reflects the company's weak operating and financial
performance, which continued in the first quarter of 2015," said
Standard & Poor's credit analyst Allyn Arden.  "As a result, we
expect that leverage, which was about 7x (including one-time
integration and restructuring expenses) in 2014, will remain
elevated over the next couple of years due to lower levels of
EBITDA," he added.

The outlook is stable and reflects S&P's expectation that adjusted
leverage will remain elevated over the next year because of pricing
pressure and volume declines in the CDMA and messaging businesses,
although longer-term trends are favorable because of strong growth
in mobile data traffic.  Moreover, despite S&P's expectation for
weaker margins in the near term, it believes the company will still
generate solid FOCF.

Although unlikely in the near term, S&P could lower the ratings if
Syniverse's operating performance is materially weaker than S&P
expects because of lost contracts or pricing pressure such that
FOCF generation deteriorates, which results in weaker liquidity.

S&P could raise the ratings if the company allocates FOCF to repay
debt or if operating performance improves such that revenues
increase 6% or higher and margins improve to the mid- to high-30%
area in 2016, resulting in leverage declining to below 6x on a
sustained basis.



TRANS ENERGY: Needs More Time to File Form 10-Q
-----------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015.

The Company has not finalized its financial statements for the
relevant period nor has its certifying auditors had the opportunity
to complete their audit of the financial statements to be included
in the Form 10-Q.  The Company expects to file the report within
the prescribed extension period.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its operations
are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $12.5 million on $27.2 million
of total operating revenues for the year ended Dec. 31, 2014,
compared with a net loss of $17.7 million on $18.4 million of total
operating revenues for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, Trans Energy had $112 million in total assets,
$131 million in total liabilities, and a $19.01 million total
stockholders' deficit.


VARSITY BRANDS: S&P Retains 'B+' Rating on 1st Lien Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level rating
on Indiana–based Varsity Brands Holding Co. Inc.'s first-lien
term loan remains 'B+' with a recovery rating of '2' following the
company's plan to reprice its first-lien term loan and shift $50
million to its first-lien term loan from its second-lien term loan.
At close, there will be $805 million outstanding on the company's
first-lien term loan and $270 million outstanding on the
second-lien term loan.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%; lower half of the range)
recovery of principal in the event of a payment default. The
corporate credit rating on the company remains 'B' with a stable
outlook.

S&P's issue-level rating on the company's second-lien debt remains
'CCC+' with a recovery rating of '6', indicating its expectation
for negligible (0% to 10%) recovery in the event of a payment
default.  In addition, S&P's issue-level rating on the company's
$120 million asset-based loan revolving credit facility remains
'BB-' with a recovery rating of '1', indicating S&P's expectation
for very high (90% to 100%) recovery of principal for debtholders
in the event of a default.

Hercules Achievement Inc. is a subsidiary of Varsity Brands Holding
Co. Inc. and a co-borrower of these debt instruments.

RATINGS LIST

Varsity Brands Holding Co. Inc.
Corporate Credit Rating               B/Stable/--

Varsity Brands Holding Co. Inc.
Hercules Achievement Inc.
Senior Secured
  First-lien term loan                 B+
   Recovery Rating                     2L
  Second-lien term loan                CCC+
   Recovery Rating                     6
  Revolving credit facility            BB-
   Recovery Rating                     1



VISCOUNT SYSTEMS: Delays First Quarter Form 10-Q
------------------------------------------------
Viscount Systems, Inc., was unable to file its quarterly report on
Form 10-Q for the fiscal quarter ended March 31, 2015, on a timely
basis due to the Company gathering information and completing its
review, which required additional time to work internally with its
staff and externally with its outside auditors to prepare and
finalize the Quarterly Report.  The Company expects to file its
Form 10-Q within the additional time allowed by this report.

For the fiscal quarter ended March 31, 2015, the Company expects to
report increase in revenue, cost and operating expenses, loss from
operations and net loss compared to those of the fiscal quarter
ended March 31, 2014.

                      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.


VUZIX CORP: Swings to $5.09M Loss in First Quarter
--------------------------------------------------
Vuzix Corporation reported $809,155 in revenues for the three
months ended March 31, 2015, as compared to $798,000 for the same
period in 2014.  This increase was achieved despite the planned
phasing out of the Company's Wrap products and lower revenues from
engineering services.

The Company reported a net loss of $5.09 million for the three
months ended March 31, 2015, versus a net income of $1.51 million
for the same period in 2014.  The loss for the three months ended
March 31, 2015, was primarily driven by approximately $2.10 million
in non-cash charges for stock and warrant compensation expense and
a $1.00 million loss on mark to market derivative liability
valuations versus a $2.58 million gain in the prior year's first
quarter.

Vuzix CEO and President Paul J. Travers said, "We achieved many
important milestones in the first quarter 2015, including forming
several alliances that will accelerate our ability to expand and
develop our proprietary wearable technology solutions.  Our growth
in product sales continues to increase, driven by sales from our
M100 Smart Glasses and M2000AR waveguide monocular products.  On
the financial side, the most obvious improvement is the
strengthening of our balance sheet, following the investment from
Intel.  We believe this investment from a large and established
player validates our strategy and strong intellectual property
position in the wearable technology space.  We intend to be good
stewards of the capital and will be using our stronger balance
sheet to advance our goal to move forward with exciting new
products and relationships.  Importantly, Vuzix continues to
collaborate with its largest shareholder Intel and we are extremely
optimistic about the possibilities this relationship opens up for
us."

Mr. Travers continued, "Thus far in 2015, we have added several new
members to our team, strengthening our engineering, accounting and
sales and marketing teams, including replacing our Vice President
Sales and Business Development.  With the expanded resources now
available to Vuzix, we believe we are well positioned to support
the solid opportunities ahead of us in this emerging industry.  We
look forward to the upcoming launch of the iWear 720 and continued
progress with our partners on enterprise adoption of our smart
glasses within key customer accounts."

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

                        http://is.gd/3Mj4HT

                     About Vuzix Corporation

Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field.  Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.

The net loss for the year ended Dec. 31, 2014, was $7.87 million or
($0.75) per share versus a net loss of $10.1 million or ($1.69) per
share for the same period in 2013.


WHITTEN FOUNDATION: Has Final Nod to Use Iberia Cash Collateral
---------------------------------------------------------------
U.S. Bankruptcy Judge Robert Summerhays authorized, on a final
basis, Whitten Foundation's use of cash collateral in which Iberia
Bank asserts an interest.

All objections to the motion were overruled.

In order to protect the security interest by Iberia Bank, in the
assets of the Debtor including cash collateral, the Court ordered
that the Debtor will be permitted to use cash collateral solely to
pay the expenses and costs set forth in the budgets during the term
of the order, in an amount not to exceed those amounts set forth in
the budget, subject to permitted variances plus any payment of a
utility deposit required to be made pursuant to order of Court if
not included in the budget.  Permitted variances will mean a
variance of not more than 10% of any budget line item, so long as
the aggregate amount of the budget on a monthly basis is not
exceeded by more than 10%.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement security
interests in and liens upon all postpetition personal property of
the Debtor and its estate and all proceeds and products of such
personal property, and postpetition accounts and cash; a
superpriority administrative claim status, subject to carve out.

                     About Whitten Foundation

Whitten Foundation owns and operates two apartment complexes
located in the State of Louisiana.

Whitten Foundation sought Chapter 11 bankruptcy protection (Bankr.
W.D. La. Case No. 15-20237) in Lake Charles, Louisiana, on
March 31, 2015.

The Debtor estimated $10 million to $50 million in assets and
debt.

According to the docket, the official schedules of assets and
liabilities, as well as the statement of financial affairs are due
April 14, 2015.  The Debtor's Chapter 11 plan and disclosure
statement are due July 29, 2015.

Judge Robert Summerhays presides over the case.

The Debtor has tapped Gerald J. Casey, Esq., in Lake Charles,
Louisiana, as its counsel.


XTREME POWER: Court Enters Final Decree Closing Affiliates' Cases
-----------------------------------------------------------------
U.S. Bankruptcy Judge H. Christopher Mott entered a final decree
closing the Chapter 11 cases of (i) Xtreme Power Grove, LLC, Case
No. 14-10097; and (ii) Xtreme Power Systems, LLC, Case No.
14-10095.  The lead case of Xtreme Power Inc. will remain open.

The Court found that the Debtors' Second Amended Joint Plan of
Liquidation, is substantially consummated and the Court's
administration of the estates of Xtreme Power Grove and Xtreme
Power Systems is no longer required, and further finding that
Angelo A. DeCaro, trustee of the Xtreme Power Plan Trust remains
obligated to file all reports and pay all U.S. Trustee's fees as
they may come due and finding that notice of the motion was proper
and appropriate under the circumstances and no objections were
filed.

The Court confirmed the Second Amended Chapter 11 Plan on Feb. 11,
2015.

The Plan Trustee is represented by:

         Shelby A. Jordan, Esq.
         Nathaniel Peter Holzer, Esq.
         JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.
         500 North Shoreline Blvd., Suite 900
         Corpus Christi, TX 78401-0341
         Tel: (361) 884-5678
         Fax: (361) 888-5555
         E-mail: sjordan@jhwclaw.com
                 pholzer@jhwclaw.com

                       About Xtreme Power

Founded in November 2006, Xtreme Power Inc. and its affiliates
designed, installed, and monitored energy storage and power
management systems.  Xtreme Power was headquartered in Kyle,
Texas, with operations throughout the U.S.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.

The Debtors have tapped Shelby A. Jordan, Esq., at Jordan, Hyden,
Womble, Culbreth & Holzer, P.C., as bankruptcy counsel.  The
Debtors engaged Gordian Group, LLC, as investment banker and
financial advisor.  In addition, Baker Botts LP is serving as
special counsel for transactions; Bracewell & Giuliani LLP is
special counsel for certain litigation matters; Griggs & Spivey is
special Counsel for the ECI litigation; Fish & Richardson P.C. is
special counsel for patents and trademarks; and The Wenmohs Group
has been tapped to analyze and
prepare tax returns and other related accounting services.

Debtor Power Inc. scheduled $7.00 million in total assets and
$65.7 million in total liabilities.  Debtor Power Grove scheduled
$5.18 million in total assets and $31.9 million in total
liabilities.  Power Systems scheduled $4.30 million in total assets
and $87.7 million in total liabilities.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.

Younicos was the winning bidder at an auction with a $14 million
for the substantially all of the assets of the Debtors.  The Court
approved the sale by Order dated April 11, 2014, and the
transaction closed on April 14, 2014.  Upon consummation of the
sale to Younicos all the Debtors employees were hired by Younicos.



[*] Fitch: US Timeshare ABS Delinquencies Stable in 2015 1st Qtr.
-----------------------------------------------------------------
U.S. timeshare ABS delinquencies were stable in the first quarter
and remain within historically normal levels, according to the
latest monthly index results from Fitch Ratings.

Total delinquencies for first quarter-2015 (1Q'15) were 2.90%,
consistent with 2.89% in 4Q'14 but below the 3.19% observed in
1Q'14.  Fitch has observed consistent year-over-year improvement
since 2012.

Defaults increased slightly in 1Q'15, as is typical of winter
performance.  Defaults for 1Q'15 were 0.68%, up from 4Q'14 at 0.55%
and up just slightly from 0.65% observed a year ago in 1Q'14.
Although they are still somewhat elevated compared to
pre-recessionary levels, defaults have displayed overall modest
improvement over the last three years.

On an annualized basis (rolling 12 months), defaults were 6.55% for
1Q'15, down from 6.73% for 4Q'14.  This represents three years of
consecutive quarterly improvement as well as the lowest level of
defaults for timeshare ABS in six years.

Fitch's Rating Outlook for timeshare ABS remains Stable due in part
to the delevering structures found in timeshare transactions and
ample credit enhancement levels.

Fitch's timeshare ABS index is an aggregation of performance
statistics on pools of securitized timeshare loans originated by
various developers.  Expected cumulative gross defaults on
underlying transactions can range from 9% to above 20%.  While
delinquencies and defaults may vary on an absolute basis, most
transactions supporting the index exhibit similar overall trends.

The Fitch timeshare performance index summarizes average monthly
delinquency (over 30 days) and gross default trends tracked in
Fitch's database of timeshare asset backed securities (ABS) dating
back to January 1997 and is available on a quarterly basis.



[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re G Street Food 15, LLC
   Bankr. D.D.C. Case No. 15-00187
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/dcb15-00187.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Jerome B. Perlmutter, D.D.S., P.A.
   Bankr. S.D. Fla. Case No. 15-16017
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/flsb15-16017.pdf
         represented by: Brian K. McMahon, Esq.
                         E-mail: briankmcmahon@gmail.com

In re Victor Rodriguez and Margarita Rodriguez
   Bankr. D. Nev. Case No. 15-11864
      Chapter 11 Petition filed April 2, 2015

In re Alex Schleider
   Bankr. D.N.J. Case No. 15-16030
      Chapter 11 Petition filed April 2, 2015

In re Sean Dominic Cresap and Tina Marie Cresap
   Bankr. E.D. Wash. Case No. 15-01228
      Chapter 11 Petition filed April 2, 2015

In re Parties Are Us, Inc.
        dba H&H Enterprises Entertainment Services
   Bankr. S.D.W. Va. Case No. 15-20180
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/wvsb15-20180.pdf
         represented by: Mitchell Lee Klein, Esq.
                         KLEIN, SHERIDAN & GLAZER, LC
                         E-mail: swhittington@kleinandsheridan.com

In re Viridia, LLC
   Bankr. S.D.W. Va. Case No. 15-20181
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/wvsb15-20181.pdf
         represented by: W. Bradley Sorrells, Esq.
                         ROBINSON & MCELWEE, PLLC
                         E-mail: wbs@ramlaw.com

In re Parilla Grill Rest. Inc.
   Bankr. S.D.N.Y. Case No. 15-10990
      Chapter 11 Petition filed April 17, 2015
         See http://bankrupt.com/misc/nysb15-10990.pdf
         Filed Pro Se

In re Brigitte Maria von dem Hagen
   Bankr. C.D. Cal. Case No. 15-10812
      Chapter 11 Petition filed April 20, 2015

In re Mark Vincent Kaplan
   Bankr. C.D. Cal. Case No. 15-16187
      Chapter 11 Petition filed April 20, 2015

In re Christian Graber and Eileen Graber
   Bankr. N.D. Ind. Case No. 15-10927
      Chapter 11 Petition filed April 20, 2015

In re ECLS Inc.
        dba EC Land Surveyors
   Bankr. E.D.N.C. Case No. 15-02196
      Chapter 11 Petition filed April 20, 2015
         See http://bankrupt.com/misc/nceb15-02196.pdf
         represented by: Danny Bradford, Esq.
                         PAUL D. BRADFORD, PLLC
                         E-mail: dbradford@bradford-law.com

In re Fernando Luis Ortiz Galarza and Sonia Mercedes Villamil
Colon
   Bankr. D.P.R. Case No. 15-02899
      Chapter 11 Petition filed April 20, 2015

In re Beuss LLC
   Bankr. M.D. Fla. Case No. 15-03913
      Chapter 11 Petition filed May 4, 2015
         See http://bankrupt.com/misc/flmb15-03913.pdf
         Filed Pro Se

In re Jason Brent Wainwright and Dana L Wainwright
   Bankr. M.D. Fla. Case No. 15-02083
      Chapter 11 Petition filed May 5, 2015

In re Linda B Jessee
   Bankr. M.D. Fla. Case No. 15-03973
      Chapter 11 Petition filed May 5, 2015

In re Sea Breeze Restaurant Group Inc.
        dba Sea Breeze Bar & Grill
   Bankr. S.D. Fla. Case No. 15-18280
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/flsb15-18280.pdf
         represented by: David C. Rubin, Esq.
                         E-mail: david3051@aol.com

In re American Machine Products & Service, Inc.
   Bankr. N.D. Ill. Case No. 15-16038
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/ilnb15-16038.pdf
         represented by: Karen J. Porter, Esq.
                         PORTER LAW NETWORK
                         E-mail: porterlawnetwork@gmail.com

In re Edward C. Richerme
   Bankr. N.D. Ill. Case No. 15-16083
      Chapter 11 Petition filed May 5, 2015

In re 790 Pine Street LLC
   Bankr. D. Mass. Case No. 15-11797
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/mab15-11797.pdf
         represented by: Michael Van Dam, Esq.
                         VAN DAM LAW LLP
                         E-mail: mvandam@vandamlawllp.com

In re Global Print Media Corporation
   Bankr. D.N.J. Case No. 15-18473
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/njb15-18473.pdf
         represented by: Timothy P. Neumann, Esq.
                         BROEGE, NEUMANN, FISCHER & SHAVER
                         E-mail: timothy.neumann25@gmail.com

In re Second Skin, LLC
   Bankr. S.D.N.Y. Case No. 15-11169
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/nysb15-11169.pdf
         represented by: Scott S. Markowitz, Esq.
                         TARTER KRINSKY & DROGIN LLP
                         E-mail: smarkowitz@tarterkrinsky.com

In re Robinson Trucking, LLC
   Bankr. M.D. Pa. Case No. 15-01925
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/pamb15-01925.pdf
         represented by: Donald M. Hahn, Esq.
                         STOVER MCGLAUGHLIN GERACE WEYANDT &
                         MCCORMICK, P.C.
                         E-mail: dhahn@nittanylaw.com

In re Cinevia Corporation
   Bankr. D.P.R. Case No. 15-03407
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/prb15-03407.pdf
         represented by: Jose M. Prieto Carballo, Esq.
                         JPC LAW OFFICE
                         E-mail: jmprietolaw@gmail.com

In re Signature Contracting Services LLC
   Bankr. N.D. Tex. Case No. 15-32011
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/txnb15-32011.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER ATTORNEY, PLLC
                         E-mail: joyce@joycelindauer.com

In re SOS Equipment Leasing Company, LLC
   Bankr. N.D. Tex. Case No. 15-32012
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/txnb15-32012.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER ATTORNEY, PLLC
                         E-mail: joyce@joycelindauer.com

In re Varekai Investments LLC
   Bankr. N.D. Tex. Case No. 15-32013
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/txnb15-32013.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER ATTORNEY, PLLC
                         E-mail: joyce@joycelindauer.com

In re Enrique Gonzalez Solis and Augustina Mendoza Solis
   Bankr. W.D. Tex. Case No. 15-70067
      Chapter 11 Petition filed May 5, 2015

In re Wateford Home Builders, LLC
   Bankr. E.D. Va. Case No. 15-11551
      Chapter 11 Petition filed May 5, 2015
         See http://bankrupt.com/misc/vaeb15-11551.pdf
         represented by: Robert Sergio Brandt, Esq.
                         THE LAW OFFICE OF ROBERT S. BRANDT
                         E-mail: brandt@brandtlawfirm.com

In re Robert M. Battaglia
   Bankr. W.D. Va. Case No. 15-70629
      Chapter 11 Petition filed May 5, 2015

In re Roger L. Skoczek and Donna R. Skoczek
   Bankr. E.D. Wis. Case No. 15-25115
      Chapter 11 Petition filed May 5, 2015



                            *********

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.

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