TCR_Public/150522.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 22, 2015, Vol. 19, No. 142

                            Headlines

261 EAST: Court Enters Final Decree Closing Reorganization Case
56 MILBANK AVENUE: Case Summary & 11 Top Unsecured Creditors
ADAMIS PHARMACEUTICALS: Stockholders Elect 5 Directors
AEREO INC: Court Approves $950K Settlement with Broadcasters
ALLY FINANCIAL: Signs Underwriting Pact with Citigroup, et al.

ALTEGRITY INC: Capstone Approved as Committee's Financial Advisor
ALTEGRITY INC: OK'd to Pay Up to $400,000 Exit Financing Expenses
AMERICAN APPAREL: Former Consultant Nominates 2 Directors
AMERICAN APPAREL: Sues Former CEO for Standstill Pact Violations
ARCHDIOCESE OF ST. PAUL: Parish Creditors' Committee Sought

ASSOCIATED WHOLESALERS: Needs Until Aug. 10 to File Plan
ASSOCIATED WHOLESALERS: Spring Garden, Dover Properties Sale OK'd
ATLS ACQUISITION: June 16 Hearing on Bid to Extend Removal Period
AVONDALE PARK: Case Summary & 10 Largest Unsecured Creditors
BASS PRO: Moody's Affirms Ba3 CFR & Rates New $1.74BB Loan B1

BG MEDICINE: To Offer 495,000 Shares Under Stock Plans
BG MEDICINE: To Sell $75 Million Worth of Securities
BON-TON STORES: Declares Cash Dividend on Common Stock
BOSTON RESTAURANT: Case Summary & 25 Largest Unsecured Creditors
CAL DIVE: "Bratkowski" Proceedings Stayed

CAPSTONE LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating
CEQUEL COMMUNICATIONS: S&P Puts 'B+' CCR on CreditWatch Neg.
CIMAREX ENERGY: S&P Raises Corp. Credit Rating From 'BB+'
CITY LINK FOUNDATION: Case Summary & 20 Top Unsecured Creditors
COLFAX CORP: S&P Assigns 'BB+' Rating on $1.7BB Unsecured Loans

COLT DEFENSE: Skips Interest Payment Again
COMMSCOPE INC: S&P Lowers Debt Ratings to 'BB', Off CreditWatch
CORINTHIAN COLLEGES: Groups Petition for Student Loan Cancellation
CORINTHIAN COLLEGES: Hires Rust/Omni as Administrative Agent
CORINTHIAN COLLEGES: Seeks to Employ Richards Layton as Counsel

CORINTHIAN COLLEGES: Taps FTI Consulting as Crisis Manager
CRESCENT COMMUNITIES: Moody's Raises CFR to B3, Outlook Stable
CRYOPORT INC: Has Private Placement of $429,604 Securities
CRYOPORT INC: Incurs $12.2 Million Net Loss in Fiscal 2015
CT TECHNOLOGIES: Moody's Affirms 'B2' CFR and Secured Debt Rating

CTI FOODS: Moody's Lowers Corp. Family Rating to 'B3'
CTPARTNERS EXECUTIVE: Obtains Limited Duration Waiver From Lenders
CUMULUS MEDIA: Files Copy of Investor Presentation with SEC
DEB STORES: Deal with Liquidator Brings in Additional $1.050-Mil.
EL PASO CHILDREN: Files for Chapter 11 Bankruptcy Protection

ENDEAVOUR INT'L: Ernst & Young Providing Additional Services
ENERGY TRANSFER: Moody's Rates New $750MM Secured Notes 'Ba2'
EP ENERGY: Moody's Rates New $800MM Notes 'B1', Outlook Stable
ERG INTERMEDIATE: Schedules of Assets & Debts Due by June 2
ERG INTERMEDIATE: Wants Court to Set June 30 as Claims Bar Date

FBJ REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
FILENE'S BASEMENT: Del. Judge Rules on Former Landlord's Claims
FILTRATION GROUP: New Loan Payment Plan No Impact on Moody's CFR
FREDERICK'S OF HOLLYWOOD: Hearing on Sale of Assets Set for June 3
GENIUS BRANDS: Transfers Corporate Headquarters to Beverly Hills

GGW BRANDS: Judge Class for Founder's Arrest
GOLDEN COUNTY FOODS: Files for Chapter 11 to Push Through Sale
GULF PACKAGING: Can Employ BMC as Claims & Notice Agent
HERCULES OFFSHORE: Files Fleet Status Report as of May 19
HIDDEN VALLEY APARTMENTS: Case Summary & 5 Top Unsec. Creditors

HOCHHEIM PRAIRIE: S&P Alters Outlook to Stable & Affirms 'B+' CCR
HOLY HILL: Hearing Today on Bid to Extend Removal Period
HUTCHESON MEDICAL: Can Use Cash Collateral on Interim Basis
IMPERIAL METALS: S&P Lowers CCR to 'CCC', on CreditWatch Developing
INSTITUTO MEDICO: Plan Confirmation Hearing Continued to June 16

INSTIUTO MEDICO: Drops Bid to Hire Robert Roth as Special Counsel
INVENTIV HEALTH: Moody's Affirms 'Caa1' CFR, Outlook to Stable
ITALICS MERGER: Moody's Assigns 'B3' CFR, Outlook Positive
KARMALOOP INC: Comvest, CapX Acquire Businesses
KIOR INC: DIP Facility Termination Date Extended Until June 30

LANGERMANN'S OF BALTIMORE: Case Summary & 20 Top Unsec. Creditors
LEHMAN BROTHERS: Sues Over Soured Old Mortgage Loans
LESLIE ACEVEDO: Court Narrows Claims in Suit Against Wells Fargo
MATAGORDA ISLAND: Case Converted to Chapter 7 Liquidation
MCJUNKIN RED: Moody's Says $363MM Stock Issue is Credit Positive

MEDICAL ALARM: Needs More Time to File March 31 Form 10-Q
MF GLOBAL: Investors Seek Final Approval of $74-Mil. Settlement
MINT LEASING: Amends 2014 Third Quarter Financial Statements
MORGAN STANLEY: Fitch Raises Rating on Preferred Stock to 'BB+'
MORGANS HOTEL: Interim CEO Quits; Howard Lorber Named Chairman

MORGANS HOTEL: Stockholders Elect 9 Directors
MORGANS HOTEL: Vector Group Reports 7.1% Stake as of May 19
MOUNTAIN COUNTRY: Elliott Davis Approved as Trustee's Accountant
NATIONAL VISION: S&P Alters Outlook to Negative & Affirms 'B' CCR
NATROL INC: Exclusive Plan Filing Date Extended to June 8

NEW ENGLAND COMPOUNDING: Court Confirms Reorganization Plan
NEW ENGLAND COMPOUNDING: Judge Approves $200-Mil. Fund for Victims
NEW ENGLAND COMPOUNDING: Judge Praises Meningitis Settlement
ON ASSIGNMENT: Moody's Affirms 'Ba2' CFR, Outlook Stable
OPTIM ENERGY: Ch. 11 Plan Goes to June 24 Confirmation Hearing

OXYSURE SYSTEMS: Reports $1.34 Million Net Loss in First Quarter
PAR PHARMACEUTICAL: S&P Puts 'B' CCR on CreditWatch Positive
PARK-OHIO INDUSTRIES: Moody's Raises CFR to 'B1', Outlook Stable
PATRIOT COAL: Will Close Camp Thomas in West Virginia
PITTSTON ASSOCIATES: Case Summary & 17 Top Unsecured Creditors

PLUSFUNDS GROUP: Sphinx Trustee Fails in Bid to Reopen Case
PORT AGGREGATES: Hearing on Bid for Case Dismissal Continued
PRIME SIX: Case Summary & 20 Largest Unsecured Creditors
PROJECT BARBOUR: S&P Keeps 'B' Rating on $1.15BB Loan Over Add-On
PRONERVE HOLDINGS: Carl Marks Okayed as Panel's Financial Advisors

PRONERVE HOLDINGS: General Claims Bar Date Fixed at May 29
PROSPECT PARK: Exclusive Solicitation Period Extended to July 6
PROTECTION ONE: S&P Puts 'B' CCR on CreditWatch Negative
PUTNAM ENERGY: Has Until May 31 to Use Bridgeview Cash Collateral
QUICKSILVER RESOURCES: Court Approves KPMG LLP as Tax Consultant

QUICKSILVER RESOURCES: Creditors' Panel Taps Paul Weiss as Counsel
QUICKSILVER RESOURCES: Panel Hires Landis Rath as Delaware Counsel
RADIOSHACK CORP: Gets Approval to Assign 72 Store Leases to Spring
RADIOSHACK CORP: May 27 Hearing on Sale of Leases to Spring
RADIOSHACK CORP: Sportive Wins Auction for Miami Beach Store Lease

REPUBLIC STORAGE: SSG Advises in Sale of Certain Assets
RESIDENTIAL CAPITAL: Trust's Objection to Dlin Claim Narrowed
REVEL AC: Can Solicit Votes for Chapter 11 Plan Until June 30
RGL RESERVOIR: S&P Puts 'B' CCR on CreditWatch Negative
ROBIN GILBERT CRUMP: Ameris Bank's Plan Objection Sustained

SA-ENC BLU FOUNTAIN: Case Summary & 20 Top Unsecured Creditors
SADLER CLINIC: Ch.7 Trustee Wins Bid to Angelica Textile Subpoena
SAN BERNARDINO, CA: Council Approves Bankruptcy Plan
SANDRIDGE ENERGY: S&P Lowers Corporate Credit Rating to 'SD'
SEXTON ROAD: Voluntary Chapter 11 Case Summary

SIMPLY FASHION: Gets Final Approval to Access $1.25-Mil. DIP Loan
SIX-S GOLF: Case Summary & Largest Unsecured Creditors
SNOWFLAKE COMMUNITY: Case Summary & 2 Top Unsecured Creditors
SOUTHGOBI RESOURCES: CIC Grants Deferral to Cash Interest Payment
SPECTRUM ANALYTICAL: Can Employ Bacon Wilson as Bankr. Counsel

SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Abstention Bid
SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Turnover Bid
SPENDSMART NETWORKS: Reports $2.15 Million Revenues in Q1
SRP PLAZA: Names Jeffrey Susa as Responsible Person
TAYLOR ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors

TUNICA-BILOXI GAMING: S&P Cuts ICR to D on Missed Interest Payment
UTSTARCOM HOLDINGS: DASAN Networks Owns 4.9% of Ordinary Shares
UTSTARCOM HOLDINGS: Posts $30.3 Million Net Loss in 2014
VANTAGE SPECIALTY: S&P Lowers CCR to 'B-', Outlook Stable
VIPER VENTURES: Can Use Cash Collateral Until July 15

WET SEAL: PwC Approved to Provide Tax Compliance Services
YELLOWSTONE MOUNTAIN: Founder Petitions High Court for Release
YINGLI GREEN: Responds to Media Coverage on Going Concern Doubt
[*] Choate Bankruptcy Attorneys Obtain Top Chambers USA Rankings
[*] Moody's Says Default Rate Expected to Rise on E&P Companies

[*] Republican Lawmaker Blasts U.S. Trustee Program Over Donation
[^] BOOK REVIEW: The Financial Giants In United States History

                            *********

261 EAST: Court Enters Final Decree Closing Reorganization Case
---------------------------------------------------------------
U.S. Bankruptcy Judge Robert E. Gerber, on April 23, 2015, entered
a final decree closing the Chapter 11 case of 261 East 78 Realty
Corporation.

The Court ordered that the Debtor will reserve sufficient funds to
pay the office of the U.S. Trustee the appropriate amount of any
quarterly fees due and any applicable interest due which fees and
interest will be paid.

As reported in the Troubled Company Reporter on March 19, 2014,
Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, on behalf of the Debtor asked the Court to enter
a final decree closing the Debtor's case.

Mr. Pasternak said the Debtor has substantially consummated its
Second Amended Plan of Reorganization.  On March 11, 2014, DDWWW
as disbursing agent for the Debtor, pursuant to the Plan, made
complete distribution to allowed holders of Administrative, Class
1, 2, 3 and 4 Claims in accordance with the terms of the Plan.  All
other aspects of the Plan have been complied with and satisfied.
In addition, all quarterly fees have been substantially paid in
full, and only those fees having accrued on
account of disbursements made under the Plan.

As reported in the TCR, Judge Robert E. Gerber on Jan. 29, 2014,
issued an order confirming the Debtor's Second Amended Chapter 11
Plan of Reorganization after determining that the Plan complies
with the confirmation requirements laid out in the Bankruptcy
Code.

The Debtor filed a voting report, which reflected that Class 2 (MB
Secured Claim), Class 3 (Hermes Secured Claim) and Class 4
(General Unsecured Claims) have each voted to accept the Plan.
Class 1 (Other Priority Claims) is unimpaired under the Plan, not
entitled to vote and are deemed to accept the Plan.  Class 5
(Equity Interests) will not receive any distribution under the
Plan on account of Interests in the Debtor and is deemed to have
rejected the Plan.

The Plan confirmation is subject to the terms and conditions of
the settlement agreement with Hermes Capital, LLC.  Under the
terms of the Hermes settlement agreement, (a) DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, is authorized and directed to
pay to Hermes the sum of $200,000, and (b) Perkins Coie LLP is
authorized and directed to pay to Hermes the sum of $1,125,000,
which sums said firms are holding in escrow pursuant to the terms
of the Plan and the Hermes Settlement Agreement.

                         About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.

Pursuant to the Plan Term Sheet, the Plan will be funded by
amounts made available by (i) the Plan Funder, of which $1,500,000
will be deposited in the Plan Fund Account and $10,700,000 will be
distributed to MB Financial Bank, N.A., on account of its Allowed
Class 2 Claim or (ii) the net proceeds of a Public Sale of the
Debtor's Property conducted pursuant to the Plan, of which
$11,000,000 will be distributed to MB on account of its Allowed
Class 2 Claim and the balance will be used to make payments due
under the Plan.

No trustee, examiner or creditors committee has been heretofore
appointed in this proceeding.



56 MILBANK AVENUE: Case Summary & 11 Top Unsecured Creditors
------------------------------------------------------------
Debtor: 56 Milbank Avenue, LLC
        235 Main Street, Suite 540
        White Plains

Case No.: 15-22710

Chapter 11 Petition Date: May 20, 2015

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

Debtor's Counsel: Adam H. Friedman, Esq.
                  OLSHAN FROME WOLOSKY, LLP
                  Park Avenue Tower
                  65 East 55th Street
                  New York, NY 10022
                  Tel: (212) 451-2300
                  Fax: (212) 451-2222
                  Email: afriedman@olshanlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joel M. Friedberg, member.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-22710.pdf


ADAMIS PHARMACEUTICALS: Stockholders Elect 5 Directors
------------------------------------------------------
The annual meeting of stockholders of Adamis Pharmaceuticals
Corporation was held on May 14, 2015, at which the stockholders
elected Dennis J. Carlo, Ph.D., Richard C. Williams, Robert B.
Rothermel, David J. Marguglio and William C. Denby, III to the
Board of Directors.  The stockholders also approved, on a
nonbinding advisory basis, the compensation of the Company's named
executive officers and ratified the selection of Mayer Hoffman
McCann PC as independent registered public accounting firm for the
year ending Dec. 31, 2015.

                            About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

Mayer Hoffman McCann, P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the transition period ended Dec. 31, 2014, citing
that the Company has incurred recurring losses from operations, and
is dependent on additional financing to fund operations.

The Company disclosed a net loss of $9.31 million on $0 of revenue
for the nine months ended Dec. 31, 2014, compared to a net loss of
$8.15 million on $0 of revenue for the 12 months ended March 31,
2014.

As of March 31, 2015, the Company had $20.01 million in total
assets, $2.27 million in total liabilities and $17.7 million in
total stockholders' equity.


AEREO INC: Court Approves $950K Settlement with Broadcasters
------------------------------------------------------------
Aereo, Inc., and the Official Committee of Unsecured Creditors of
Aereo, Inc., sought and obtained approval from Judge Sean H. Lane
of the United States Bankruptcy Court for the Southern District of
New York a settlement with broadcasters, including CBS
Broadcasting, Inc., and American Broadcasting Companies, Inc.

Under the settlement, the Debtor will pay $950,000 in cash to an
attorney escrow account designated by the Broadcasters for the
benefit of the holders of the Broadcasters' Claims.  The payment
will constitute the full and final satisfaction of the
Broadcasters' Claims.

The Debtor and the Broadcasters will take all the necessary steps
to dismiss with prejudice the following:

   * the adversary proceeding styled Aereo, Inc., v. American
     Broadcasting Companies, Inc. (In re Aereo, Inc.), Adv. Proc.
     No. 15-01068 before the Bankruptcy Court;

   * the declaratory judgment action styled Aereo, Inc. v. CBS
     Broadcasting, Inc., et al., Case No. 13-CV-3013 (AJN) before
     the United States District Court for the Southern District of
     New York; and

   * the Debtor's appeal styled KSTU LLC, et al. v. Aereo, Inc.,
     No. 14-4020 before the United States Court of Appeals for the
     Tenth Circuit.

The Debtor and the Committee assert that the agreement constitutes
a fair and reasonable compromise among the parties, will expedite
administration of the Estate, and is in the best interest of the
Estate in light of the costs of litigating any potential claims,
the time to pursue such litigation, and the attendant risks of
litigation.

The Debtor is represented by:

         William R. Baldiga, Esq.
         R. Benjamin Chapman, Esq.
         BROWN RUDNICK LLP
         7 Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         Email:  wbaldiga@brownrudnick.com
                 bchapman@brownrudnick.com

The Committee is represented by:

         Robert T. Kugler
         Edwin H. Caldie
         STINSON LEONARD STREET LLP
         150 South Fifth Street, Suite 2300
         Minneapolis, MN 55402
         Tel: (612) 335-1500
         Email: robert.kugler@stinsonleonard.com
                ed.caldie@stinsonleonard.com

                         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.


ALLY FINANCIAL: Signs Underwriting Pact with Citigroup, et al.
--------------------------------------------------------------
Ally Financial Inc. entered into an underwriting agreement
incorporating its Underwriting Agreement Standard Provisions (Debt
Securities) with Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC,
as representatives of the several Underwriters named therein,
pursuant to which Ally agreed to sell to the Underwriters
$1,000,000,000 aggregate principal amount of 3.600% Senior Notes
due 2018 and $400,000,000 aggregate principal amount of 4.625%
Senior Notes due 2022.  The Notes were registered pursuant to
Ally's shelf registration statement on Form S-3, which became
automatically effective on Dec. 24, 2013.

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, conditions to closing,
indemnification obligations of the Company and the Underwriters,
and termination and other customary provisions.

The Notes will be issued pursuant to an Indenture dated as of as of
July 1, 1982, as supplemented and amended by the first supplemental
indenture dated as of April 1, 1986, the second supplemental
indenture dated as of June 15, 1987, the third supplemental
indenture dated as of September 30, 1996, the fourth supplemental
indenture dated as of January 1, 1998, and the fifth supplemental
indenture dated as of September 30, 1998, between the Company and
The Bank of New York Mellon (successor to Morgan Guaranty Trust
Company of New York), as trustee, and an action of the executive
committee of Ally dated as of May 14, 2015.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable.  Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.


ALTEGRITY INC: Capstone Approved as Committee's Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Altegrity, Inc., et al., won approval to retain Capstone
Advisory Group, LLC and Capstone Valuation Services, LC as
financial advisor effective as of Feb. 25, 2015.

Justin R. Alberto, co-counsel to the Committee certified that no
objections to the application were filed by the April 20 deadline.
The Committee, however, received informal comments from the Office
of the U.S. Trustee, the Debtors and the Ad Hoc Group of
Unaffiliated Second and Third Lien Bondholders.  Following
discussions with the parties, the Committee has reached agreements
with the U.S. Trustee, Debtors and the Ad Hoc Group on certain
changes to the engagement letter and original proposed order.  A
copy of the revised proposed order is available for free at

     http://bankrupt.com/misc/Altegrity_417_cert_Capstone.pdf

As reported in the TCR on April 27, 2015, the Committee has tapped
Capstone to:

   a. review any critical vendor agreements that are entered into
between the Debtors and a stipulated critical vendor;

   b. advise and assist the Committee with respect to any
debtor-in-possession financing arrangements and use of cash; and

   c. review cash disbursements on an on-going basis for the
period subsequent to the commencement of the cases.

Capstone will charge a fixed monthly fee plus seek reimbursement
for its out-of-pocket expenses.  The fixed monthly fee will be
earned as:

   a. Feb. 25, 2015, until February 28, -- $14,285;
   b. March 1, until March 31 -- $100,000;
   c. April 1,until April 30 -- $100,000;
   d. Thereafter -- $75,000/month.

Upon confirmation, Capstone will also earn and subsequently be paid
a success fee of 1% of the gross recovery value allocated to the
general unsecured class.

The hourly rates for Capstone for the period until Dec. 31, are:

         Executive Directors                $625 - $895
         Managing Directors                 $475 - $640
         Directors                          $425 - $475
         Consultants                        $250 - $375
         Support Staff                      $125 - $325

The rates for the Capstone professionals anticipated to be assigned
to the engagement until Dec. 31, and their hourly rates are:

         Chris Kearns                          $895
         Duncan Pickett                        $725
         Bruce Bingham                         $820
         Jeffrey Dunn                          $640
         Will Russo                            $625
         Salman Tajuddin                       $510
         Chau Hoang                            $440
         Cory Griffin                          $250

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

                      About Altegrity Inc.

Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services.  Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners.

Altegrity Inc. and 37 of its affiliates filed Chapter 11
Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on
Feb. 8, 2015.

Jeffrey S. Campbell signed the petitions as president and chief
financial officer.  The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.

M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A.
Bruens,Esq., at Debevoise & Plimpton LLP serve as the Debtors'
counsel.  Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon
L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as
the Debtors' Delaware and conflicts counsel.  Stephen Goldstein
and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers.  Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.

The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services.  Land Line relates that USIS lost key federal background
check contracts.

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



ALTEGRITY INC: OK'd to Pay Up to $400,000 Exit Financing Expenses
-----------------------------------------------------------------
The U.S. Bankruptcy Court authorized Altegrity, Inc., et al., to
(i) pay expenses in connection with exit financing; (ii) provide
expense deposits to potential exit financing lenders; and (iii)
provide indemnification to potential exit financing lenders
aggregate amount of expenses of not to exceed $400,000.

On May 1, Ryan M. Bartley, Esq., at Young Conaway Stargatt &
Taylor, LLP, counsel for the Debtors, certified that as of the
April 28, 2015 objection deadline for the financing motion, the
Debtors received informal comments from their secured lenders and
the Official Committee of Unsecured Creditors.

In this relation, the Debtors made certain revisions to the
original form of order.  A copy of the revised order is availabe
for free at:

   http://bankrupt.com/misc/Altegrity_494_384_cert_exitfin.pdf

As reported in the Troubled Company Reporter on May 5, 2015, the
Debtors requested for authorization to:

   a) pay fees and expenses of certain potential exit financing
lenders in connection with the Debtors' efforts to obtain exit
financing;

   b) provide expense deposits in an aggregate amount not to exceed
$100,000 to reimburse the potential lenders' fees and expenses
incurred in connection with the proposed exit financing; and  
  
   c) provide indemnification to potential lenders for expenses,
losses, claims, damages and liabilities arising out of or resulting
from the process of considering whether to provide exit financing
to Altegrity or any due diligence or investigation conducted in
connection therewith.

On March 30, 2015, the Debtors filed a motion seeking approval of
their proposed disclosure statement.

A key element of the restructuring contemplated by the Plan is the
requirement for the Debtors enter into the exit facility by the
effective date of the Plan in order to fund their ongoing business
operations upon emergence.

To that end, the Debtors are in negotiations with certain
potentiallenders regarding a potential exit facility.

In accordance with the Restructuring Support Agreement dated as of
Feb. 2, 2015, on or prior to the effective date of the Debtors'
plan of reorganization, the Debtors must put in place a new
revolving credit facility in an amount up to $60 million, with
capacity for the issuance of letters of credit.

To comply with the milestones set forth in the RSA, the effective
date of the Debtors' plan of reorganization and, correspondingly,
the entry into the Exit Facility—must occur on or before
July 8,
2015.  The Debtors' failure to comply with such milestone may
trigger a "Creditor Termination Event" under the RSA, which in turn
may adversely impact the Debtors' ability to continue to operate
their businesses and administer the chapter 11 cases.

    http://bankrupt.com/misc/Altegrity_384_exitfinancing.pdf  

                      About Altegrity Inc.

Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services.  Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners.

Altegrity Inc. and 37 of its affiliates filed Chapter 11
Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on
Feb. 8, 2015.

Jeffrey S. Campbell signed the petitions as president and chief
financial officer.  The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.

M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel.  Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers.  Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.  
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.

The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services.  Land Line relates that USIS lost key federal background
check contracts.

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


AMERICAN APPAREL: Former Consultant Nominates 2 Directors
---------------------------------------------------------
Jeffrey Kolb, a former employee and consultant for American Apparel
under Dov Charney who claims to own 986 shares of the Company's
common stock, notified the Company that he is nominating two
candidates for election as directors at the Company's 2015 annual
meeting of stockholders, according to a document filed with the
Securities and Exchange Commission.  

The first nominee is Adrian Kowalewski, who served in various
executive and consulting positions at the Company under Dov Charney
from 2006 to 2014, including as chief financial officer from 2008
to 2011, and as a director of the Company from 2007 to 2011.  The
second nominee is Gene Montesano, who had previously been proposed,
but was then withdrawn, by Lion Capital as one of its board
designees in accordance with the Lion Investment Agreement.  Mr.
Kolb also proposed that the Company adopt a resolution that would
repeal any provision of the Company's bylaws in effect at the time
of the annual meeting that was not included in the Company's bylaws
as of Dec. 22, 2014.

The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from stockholders in connection with the Company's 2015
Annual Meeting.  The Company plans to file a proxy statement with
the Securities and Exchange Commission in connection with the
solicitation of proxies for the 2015 Annual Meeting.  Additional
information regarding the identity of these potential participants,
none of whom owns in excess of 1 percent of the Company's shares of
common stock, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the 2015 Proxy
Statement and other materials to be filed with the SEC in
connection with the 2015 Annual Meeting.

                       About American Apparel

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

operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.

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

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

American Apparel reported a net loss of $68.8 million in 2014, a
net loss of $106 million in 2013 and a net loss of $37.3
million in 2012.

As of March 31, 2015, the Company had $271 million in total assets,
$416 million in total liabilities and a $144 million total
stockholders' deficit.

                           *     *     *

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

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


AMERICAN APPAREL: Sues Former CEO for Standstill Pact Violations
----------------------------------------------------------------
American Apparel, Inc. filed a lawsuit in the Delaware Court of
Chancery against Dov Charney, the Company's former chief executive
officer, for violations of the Nomination, Standstill and Support
Agreement, dated July 9, 2014, according to a Form 8-K filed with
the Securities and Exchange Commission.

                       About American Apparel

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

operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.

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

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

American Apparel reported a net loss of $68.81 million in 2014, a
net loss of $106.29 million in 2013 and a net loss of $37.27
million in 2012.

As of March 31, 2015, the Company had $271.28 million in total
assets, $415.59 million in total liabilities and a $144.3 million
total stockholders' deficit.

                           *     *     *

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

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


ARCHDIOCESE OF ST. PAUL: Parish Creditors' Committee Sought
-----------------------------------------------------------
Parties-in-interest responded to the motion of Mary Jo A.
Jensen-Carter, Esq., at Buckley & Jensen, as counsel for a group of
approximately 113 parishes located within the Archdiocese of Saint
Paul and Minneapolis, to appoint parish creditors' committee.

Ms. Jensen-Carter, in its motion, said that one of the major
concerns confronting the parishes is that the existing unsecured
creditors' committee is unable to adequately represent their
interests.  While additional costs will be incurred by the estate
if a parish committee is established, the parishes' lack of
adequate representation on the existing committee outweighs those
costs.  All interested parties agree that the parishes need to
participate in the case.

General unsecured creditors and other parties who supported and
joined in the motion for appointment of a Creditors' Committee of
Parishes included (i) Church of St. Thomas Becket; (ii) The Church
of Saint Anne - Saint Joseph Hien; and (iii) St. Charles Borromeo
of Minneapolis, Minnesota.

The Official Committee of Unsecured Creditors has opposed the
motion, noting that the parishes cannot satisfy the requisite
standard to justify the extraordinary relief they sought, and the
appointment of an official parish committee would create additional
costs, unduly elevate the role of affiliates of the Debtor, and
marginalize the existing Committee and its constituency.
Additionally, appointing an official parish committee would
materially reduce recoveries for other unsecured creditors --
including abuse survivors -- for the sole purpose of funding
professional fees and costs of parishes, which are likely to be, in
many instances, co-debtors with respect to abuse claims.

                    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.



ASSOCIATED WHOLESALERS: Needs Until Aug. 10 to File Plan
--------------------------------------------------------
ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., et al., ask the
U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive plan filing period through and including
Aug. 10, 2015, and their exclusive solicitation period through and
including Oct. 5, 2015.

In support of their extension request, the Debtors state: "The
Debtors intend to maintain the speed and efficiency of these
Chapter 11 Cases as they work to liquidate the Debtors' remaining
assets and formulate a Chapter 11 liquidating plan; however, the
Debtors are mindful of the time required to monetize certain
remaining assets, conduct an analysis of claims filed and work with
the Official Committee of Unsecured Creditors and other
constituents to negotiate a consensual plan.  The Debtors also
require sufficient time to consider plan structure alternatives and
the financial implications of each so that the resulting plan
serves the best interests of the Debtors and their creditors.  The
Debtors thus seek a brief extension of the Exclusive Periods so
that the Debtors, in consultation with their key constituents, can
work to develop a viable chapter 11 plan."


                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States.  AWI is owned by its 500 retail
members, who in turn operate supermarkets.  AWI had 1,459
employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York Metropolitan area.  The company traces its origins
to 1886, when brothers Joseph and Sigel Seeman founded Seeman
Brothers & Doremus to provide grocery deliveries throughout New
York City.  White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey.  White
Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings on
the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group (consisting
of lenders, Bank of America, N.A., Bank of American Securities LLC
as sole lead arranger and joint book runner, Wells Fargo Capital
Finance, LLC as joint book runner and syndication agent, and RBS
Capital, as documentation agent) an aggregate principal amount of
not less than $131,857,966 (inclusive of outstanding letters of
credit), plus accrued interest.  The Debtors estimate trade debt of
$72 million.  AWI Delaware disclosed $11,440 in assets and
$125,112,386 in liabilities as of the Chapter 11 filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors
to the Debtors, Lazard Middle Market is serving as financial
advisor, and Carl Marks Advisors is serving as restructuring
advisor to AWI.  Carl Marks' Douglas A. Booth has been tapped as
chief restructuring officer.  Epiq Systems serves as the claims
agent.

The Official Committee of Unsecured Creditors tapped to retain Hahn
& Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.

The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers, which changed
its name to AWI Delaware, Inc., prior to the approval of the sale,
to sell substantially all of its assets, including their White Rose
grocery distribution business, to C&S Wholesale Grocers, Inc.

The C&S purchase price consists of the lesser of the amount of the
bank debt, which totals about $18.1 million and $152 million, plus
other liabilities, which amount is valued at $194 million.  C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.

AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that
closing occurred in connection with the sale of their assets to
C&S.  AWI Delaware subsequently changed its name to ADI
Liquidation, Inc., following the closing of the sale.


ASSOCIATED WHOLESALERS: Spring Garden, Dover Properties Sale OK'd
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware entered an order authorizing ADI
Liquidation, Inc., et al., to sell real property pursuant to sale
agreements, free and clear of liens, claims, encumbrances and
interests.

As reported by the Troubled Company Reporter on April 28, 2015, the
Debtors sought authorization to sell two parcels of real property
in York County, Pa., to Spring Lane, LLC, pursuant to two
agreements of sale dated Jan. 18, 2015, and amended on March 9,
2015.  The Spring Garden Property will be sold for $2.58 million,
while the Dover Property will be sold $2.115 million.

The Court has allowed the Debtors to sell the Dover Property and
the Spring Garden Property to the Buyer.  The terms and conditions
of the sale agreements are also approved.

Upon the closing of a sale of one or both of the Properties, fees
payable to ROCK Commercial Real Estate, LLC, as real estate broker
to the Debtors, will be paid: (i) from the gross proceeds of the
sale, if the payment has been authorized by the Court; or (ii) if
no authorization has yet been obtained, the fees will be segregated
at closing and held by the Debtors, pending authorization by the
Court.

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States.  AWI is owned by its 500 retail
members, who in turn operate supermarkets.  AWI had 1,459
employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York Metropolitan area.  The company traces its origins
to 1886, when brothers Joseph and Sigel Seeman founded Seeman
Brothers & Doremus to provide grocery deliveries throughout New
York City.  White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey.  White
Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings on
the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group (consisting
of lenders, Bank of America, N.A., Bank of American Securities LLC
as sole lead arranger and joint book runner, Wells Fargo Capital
Finance, LLC as joint book runner and syndication agent, and RBS
Capital, as documentation agent) an aggregate principal amount of
not less than $131,857,966 (inclusive of outstanding letters of
credit), plus accrued interest.  The Debtors estimate trade debt of
$72 million.  AWI Delaware disclosed $11,440 in assets and
$125,112,386 in liabilities as of the Chapter 11 filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors
to the Debtors, Lazard Middle Market is serving as financial
advisor, and Carl Marks Advisors is serving as restructuring
advisor to AWI.  Carl Marks' Douglas A. Booth has been tapped as
chief restructuring officer.  Epiq Systems serves as the claims
agent.

The Official Committee of Unsecured Creditors tapped to retain Hahn
& Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.

The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers, which changed
its name to AWI Delaware, Inc., prior to the approval of the sale,
to sell substantially all of its assets, including their White Rose
grocery distribution business, to C&S Wholesale Grocers, Inc.

The C&S purchase price consists of the lesser of the amount of the
bank debt, which totals about $18.1 million and $152 million, plus
other liabilities, which amount is valued at $194 million.  C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.

AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that
closing occurred in connection with the sale of their assets to
C&S.  AWI Delaware subsequently changed its name to ADI
Liquidation, Inc., following the closing of the sale.


ATLS ACQUISITION: June 16 Hearing on Bid to Extend Removal Period
-----------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware is set to hold a hearing on
June 16 to consider ATLS Acquisition LLC's request to extend the
deadline to remove lawsuits to July 13.

Objections to the proposed extension must be filed on or before May
28.

                       About Liberty Medical

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

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

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

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

                           *     *     *

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


AVONDALE PARK: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Avondale Park Apartments
        1351 Avondale Drive
        Clarksville, TN 37040

Case No.: 15-bk-03468

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Marian F Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $3.92 million

Total Liabilities: $2.82 million

The petition was signed by Elaina V. Johnson, managing general
partner.

A list of the Debtor's 10 largest unsecured creditors is available
for free athttp://bankrupt.com/misc/tnmb15-03468.pdf


BASS PRO: Moody's Affirms Ba3 CFR & Rates New $1.74BB Loan B1
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family and
Ba3-PD Probability of Default Ratings of Bass Pro Group, LLC and
assigned a B1 rating to the company's proposed $1.74 billion senior
secured term loan due 2020. The ratings outlook is stable.

Proceeds from the proposed term loan will be used to refinance the
company's existing term loan, repay outstanding revolver and FILO
loan balances and pay a $300 million distribution to shareholders.
The assigned rating is contingent upon closing of the transaction
and review of final documentation.

The following rating was assigned:

  -- $1.74 billion senior secured term loan due 2020 at B1
     (LGD 4)

The following ratings have been affirmed:

  -- Corporate Family Rating at Ba3;

  -- Probability of Default Rating at Ba3-PD.

The following rating was affirmed and will be withdrawn upon
completion of the refinancing:

  -- Guaranteed senior secured term loan due 2019 at B1 (LGD 4).

"Bass Pro's financial policy is aggressive, and the company is once
again increasing leverage to fund a distribution to its
shareholders," said Moody's analyst, Mike Zuccaro. "Lease-adjusted
leverage will rise to over 6.0 times. However, the company has
historically demonstrated the ability to profitably grow revenue
and meaningfully reduce leverage. The affirmation reflects our
expectation that this will continue to be the case, with leverage
declining below 5.0 times within the next 18 months." Mr. Zuccaro
also noted that the transaction will improve the company's
liquidity by repaying outstanding balances under its revolver,
extending the maturity of the term loan to 2020 from 2019 and
re-setting covenant levels with ample cushion.

Bass Pro's Ba3 rating reflects the company's well recognized brand
name in the outdoor recreational products market, the relatively
stable overall demand characteristics of this market, very broad
product offering, and demonstrated ability to profitably grow its
asset base. Bass Pro's revenue, EBITDA, and EBITDA margins have
grown steadily over the past few years a result of positive same
store sales, modest store expansion, and successful shift in sales
towards higher margin proprietary products. The company also
benefited from a lower cost structure in its marine business. Key
credit concerns include Bass Pro's relatively moderate size in
terms of both number of stores and annual revenue, along with the
company's meaningful participation in the boat industry, which has
highly cyclical demand and accounts for nearly 20% of Bass Pro's
consolidated revenue.

The stable rating outlook recognizes Bass Pro's plans to
meaningfully grow its store base over the intermediate term, and
assumes the company will effectively manage growth while reducing
leverage to below 5.0 times in the next 18 months while maintaining
good liquidity.

Ratings could be upgraded if Bass Pro achieves expected returns on
growth with consistent positive free cash flow, and demonstrates
the ability and willingness to achieve and maintain debt/EBITDA at
or below 4.0 times at all times.

Difficulty executing growth plans could lead to downward pressure
on the rating. A ratings downgrade could occur if operating
performance were to materially deteriorate or if financial policies
became more aggressive, leading to debt/EBITDA remaining above 5.0
times on a sustained basis.

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


BG MEDICINE: To Offer 495,000 Shares Under Stock Plans
------------------------------------------------------
BG Medicine, Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission to register 494,990 shares of
common stock issuable under the Company's 2010 Employee, Director
and Consultant Stock Plan and 2010 Employee Stock Purchase Plan.  A
copy of the prospectus is available at http://is.gd/14LXER

                         About BG Medicine

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

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

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


BG MEDICINE: To Sell $75 Million Worth of Securities
----------------------------------------------------
BG Medicine, Inc., filed with the Securities and Exchange
Commission a Form S-3 registration statement relating to the
issuance of up to $75,000,000 of its common stock, preferred stock,
debt securities, warrants, rights, purchase contracts and units.

The Company's common stock is listed on The Nasdaq Capital Market
under the symbol "BGMD."  On May 18, 2015, the last reported sale
price of the Company's common stock was $0.65 per share.  The
applicable prospectus supplement will contain information, where
applicable, as to any other listing, if any, on The Nasdaq Capital
Market or any securities market or other securities exchange of the
securities covered by the prospectus supplement.

A full-text copy of the Form S-3 prospectus is available at:

                        http://is.gd/EwUhsR

                         About BG Medicine

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

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

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


BON-TON STORES: Declares Cash Dividend on Common Stock
------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors declared a cash
dividend of five cents per share on the Class A Common Stock and
Common Stock of the Company payable Aug. 3, 2015, to shareholders
of record as of July 17, 2015.

                        About Bon-Ton Stores

Bon-Ton Stores, a Pennsylvania corporation, was founded in 1898
and is a department store operator in the United States, offering a
broad assortment of brand-name fashion apparel and accessories for
women, men and children.  The Company's merchandise offerings also
include cosmetics, home furnishings and other goods.  The Company
currently operate 270 stores in 26 states in the Northeast, Midwest
and upper Great Plains under the Bon-Ton, Bergner's, Boston Store,
Carson's, Elder-Beerman, Herberger's and Younkers nameplates,
encompassing a total of approximately 25 million square feet.

Bon-Ton Stores reported a net loss of $6.97 million on $2.75
billion of net sales for the fiscal year ended Jan. 31, 2015,
compared to a net loss of $3.55 million on $2.77 billion of net
sales for the fiscal year ended Feb. 1, 2014.  The Company reported
a net loss of $21.6 million for the fiscal year ended Feb. 2,
2013.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from
'Caa1' and its Probability of Default Rating to 'B3-PD' from
'Caa1-PD'.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on Bon-Ton
Stores.


BOSTON RESTAURANT: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Boston Restaurant Associates, Inc.        15-11101
     48 Cummings Park
     Woburn, MA 01801

     Fantail Restaurant, Inc.                  15-11102

     Regina Pizzeria at Fenway, Inc.           15-11103

     Pizzeria Regina of Kingston, Inc.         15-11104

     Ocean, Inc.                               15-11105

     Polcari Enterprises, Inc.                 15-11106

     Polcari's, Inc.                           15-11107

     Polcari's of Woburn, Inc.                 15-11108

     Pizzeria Regina of Medford, Inc.          15-11109

Type of Business: Owners and operators of pizzerias and
                  restaurants

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Brendan Linehan Shannon

Debtors' Counsel: Kevin Scott Mann, Esq.
                  CROSS & SIMON, LLC
                  1105 N. Market Street, Suite 901
                  P.O. Box 1380
                  Wilmington, DE 19899-1380
                  Tel: 302-777-4200
                  Fax: 302-777-4224
                  Email: kmann@crosslaw.com

                     - and -

                  Christopher Page Simon, Esq.
                  CROSS & SIMON, LLC
                  1105 North Market Street, Suite 901
                  Wilmington, DE 19899
                  Tel: 302-777-4200
                  Fax: 302-777-4224
                  Email: csimon@crosslaw.com

Debtors'          NIXON PEABODY LLP
Co-Counsel:

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Peter E. Salas, president.

Consolidated List of Debtors' 25 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Mall at Solomon Pond, LLC          Lease Obligation      $239,150

MMNH Mall, LLC                     Lease Obligation      $212,132

Independence Center                Lease Obligation      $174,675

Mall at Liberty Tree, LLC          Lease Obligation      $107,109

BP Watertown Retail, LLC           Lease Obligation      $103,042

Pheasant Lane Realty Trust         Lease Obligation       $83,609

Mayflower Emerald Square, LLC      Lease Obligation       $67,573

NCR Merchant Solutions               Trade Debt           $26,465

Awearness Design                     Trade Debt            $1,116

East Coast Associates                Trade Debt              $855

Thompson's Inc.                      Trade Debt              $500

Allstate Fire Equipment              Trade Debt              $172

Eastern Bakers Supply Co.,           Trade Debt              $171

Atlas Paper Company                  Trade Debt              $168

Harbour Food Service Equip.          Trade Debt              $143

Sherman Specialty Company            Trade Debt              $106

DMX, Inc.                            Trade Debt               $79

Cintas Corporation                   Trade Debt               $72

Costa Fruit & Produce Company, Inc.  Trade Debt               $68

Wind River Environmental, LLC        Trade Debt               $63

H-I-M Mechanical Systems, Inc.       Trade Debt               $54

Southern New Hampshire Pest Control  Trade Debt               $35

FedEx Corporation                    Trade Debt               $24

LaMarca & Sons Baking Co., Inc.      Trade Debt               $20

W.B. Mason Co., Inc.                 Trade Debt               $13


CAL DIVE: "Bratkowski" Proceedings Stayed
-----------------------------------------
District Judge Martin L. C. Feldman granted Cal Dive International,
Inc.'s motion to stay proceedings in the case captioned KENNETH H.
BRATKOWSKI v. CAL DIVE INTERNATIONAL, INC., CIVIL ACTION NO. 15-294
(E.D. La.).

A marine personal injury case was filed by Kenneth H. Bratkowski
against Cal Dive International, Inc., seeking to recover under the
Jones Act and under the general maritime law.  On March 16, 2015,
Cal Dive filed a Notice of Filing Bankruptcy and sought an order
staying Bratkowski's lawsuit against it in light of the bankruptcy
proceeding.

In granting the defendant's motion to stay proceedings, Judge
Feldman held that the automatic stay that took effect by operation
of 11 U.S.C. Section 362 has suspended the district court's
authority to continue the judicial proceedings pending against Cal
Dive.

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

Kenneth H. Bratkowski, Plaintiff, represented by Robert Lansden,
Lansden Law Firm & Thomas Massa Discon, Discon Law Firm.

Cal Dive International, Defendant, represented by Ralph E. Kraft,
Kraft Gatz, LLC, Bryan Edward Lege -- blege@davidsonmeaux.com ,
Kraft Gatz, LLC & Frederick Douglas Gatz, Jr., Kraft Gatz, LLC.

                About Cal Dive International, Inc.

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 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; Jones Walker Jones Walker LLP
as corporate 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 case.  The Committee retained Akin Gump
Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and
Guggenheim Securities, LLC as exclusive investment banker.


CAPSTONE LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
of Capstone Logistics Acquisition, Inc. Moody's also affirmed the
Caa2 second lien senior secured term loan rating, and upgraded the
first lien senior secured revolver and term loan ratings to B1 from
B2. The rating outlook is stable.

Capstone plans to fund the acquisition of Pinnacle Workforce
Logistics, LLC with the upsizing of its existing senior secured
first lien credit facility to $360 million from $217.5 million and
senior secured second lien credit facility to $102.5 million from
$65 million, along with an equity infusion from its financial
sponsor The Jordan Company L.P. and cash from the balance sheet.
The additional second lien debt provides greater cushion for the
first lien instruments, resulting in their higher ratings.

Upgrades:

Issuer: Capstone Logistics Acquisition, Inc.

-- Senior Secured 1st Lien Bank Credit Facilities, Upgraded to B1
   (LGD2) from B2 (LGD3)

Affirmations:

Issuer: Capstone Logistics Acquisition, Inc.

  -- Probability of Default Rating, Affirmed B3-PD

  -- Corporate Family Rating, Affirmed B3

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

Outlook Actions:

Issuer: Capstone Logistics Acquisition, Inc.

  -- Outlook, Remains Stable

The B3 CFR considers Capstone's small size, elevated financial
leverage and anticipation of limited strengthening of credit
metrics in the next 12 to 18 months as a result of Capstone's
acquisitive growth. The company's business model requires little
fixed assets, which provides favorable profit margins and free cash
flow to debt relative to those reported by larger rated logistics
companies. Benefits of increasing scale, proprietary information
systems and employee management make the company's outsourcing
services compelling, particularly to grocers looking to lower costs
and focus on core activities. The company mainly provides personnel
and management to distribution centers utilized by its customers.

Moody's believes Capstone's scale and customer diversification will
be enhanced as a result of the Pinnacle acquisition. The increased
scale and additional exposure to countercyclical verticals such as
pharmaceutical retail will complement Capstone's positioning as a
leading provider of outsourced labor solutions for distribution
center operations.

Capstone's customer concentration, however, will remain high,
albeit primarily in the grocery sector, a vertical that has
demonstrated resiliency in past recessions. The service offering is
also somewhat limited, in Moody's view. Uncertainty about
Capstone's ability to sustain its operating margin and free cash
flow profile as it expands its service offering and/or industry
coverage will weigh on the ratings. Integration risk resulting in
margin contraction as Capstone continues to expand could slow
EBITDA growth and limit future leverage improvement.

There are no major debt maturities until 2019 and Moody's
anticipates the revolver will remain undrawn at closing.
Expectations of ongoing free cash flow generation given the minimal
capital expenditure requirements demonstrates a good liquidity
profile in Moody's view. As well, Capstone intends to upsized it's
typically undrawn revolver by $15 million to $50 million.

The stable outlook is predicated on Moody's expectation that
Capstone Logistics is able to generate positive free cash flow,
organically grow its operations, and sustain operating margins of
about 10.0%.

The ratings could be downgraded if operating margins are sustained
below 10.0% or Debt to EBITDA approaches 7x. These metrics are
weaker (higher leverage and lower margins) as a result of recent
transactions, namely Capstone's purchase by Jordan and the Pinnacle
acquisition, and Moody's anticipates improvement when integration
has been completed and emphasis organic growth returns. Ratings
could also be lowered if FFO to Debt is less than 6.0% or if EBIT
to Interest falls below 1x.

The ratings could be upgraded if free cash flow is applied to
meaningful debt repayment, such that Debt to EBITDA approaches 5x
and FFO to Debt increases to at least 10.0%.

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Capstone Logistics Acquisition, Inc. is a supply chain solutions
provider offering customers outsourced distribution center services
for non-core labor intensive operations. Capstone is owned by The
Jordan Company L.P.


CEQUEL COMMUNICATIONS: S&P Puts 'B+' CCR on CreditWatch Neg.
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on St. Louis-based Cequel Communications
Holdings I LLC on CreditWatch with negative implications.

"At the same time, we placed our 'BB' issue-level rating on
operating subsidiary Cequel Communications LLC's senior secured
debt, as well as our 'B-' issue-level rating on the company's
senior unsecured notes, on CreditWatch with negative implications.
Altice has disclosed that the transaction will be financed with
$6.7 billion of new and existing debt at Cequel, as well as a $500
million vendor loan note from BC Partners and CPP Investment Board
that we expect to treat as debt.  Altice has not disclosed the
potential debt tranching at this time, and as a result, we are
uncertain of the ultimate impact on our existing senior secured and
unsecured ratings.  Depending on the mix of debt, as well as our
recovery and valuation assumptions, we could either affirm or lower
our 'B-' issue-level rating on the company's existing senior
secured notes due 2020 and 2021," S&P said.

"The CreditWatch listing reflects our expectation that we will
lower the corporate credit rating by one notch upon close of the
acquisition," said Standard & Poor's credit analyst Michael
Altberg.

S&P expects pro forma leverage will increase to the mid-7x area in
2015, from about 5.8x in 2014, and that leverage will likely remain
at or above 7x over at least the next 12 months.  Although S&P
believes the company has the ability to reduce leverage fairly
quickly, by over 0.5x annually through organic growth and potential
cost synergies, in S&P's view, leverage could remain elevated
depending upon the aggressiveness of Altice's financial policy and
the potential for additional U.S.-based acquisitions over the next
few years.  Altice S.A. is a pure holding company whose main assets
are its 78% stake in Numericable-SFR and 100% ownership of Altice
International, which owns non-French assets. The company has been
fairly acquisitive over the last 12 months, and S&P believes it
could look to use Cequel as a platform for further consolidation in
the U.S.

The CreditWatch listing reflects the likelihood of a one notch
downgrade upon completion of Altice's acquisition of a 70% stake in
Cequel.  S&P will continue to monitor developments around the
transaction, including Altice's planned financing, and update S&P's
CreditWatch accordingly.  S&P currently expects the transaction to
close in late 2015.



CIMAREX ENERGY: S&P Raises Corp. Credit Rating From 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating and senior unsecured note rating on Denver-based
Cimarex Energy Co. to 'BBB-' from 'BB+'.  The outlook is stable.

"The stable rating outlook on Cimarex reflects our view that the
company will increase reserves and production through a more
aggressive drilling program primarily funded with free cash flows
and proceeds from the equity issuance," said Standard & Poor's
credit analyst Michael Tsai.  "We expect FFO to debt to fall below
60% in 2015, but to improve in 2016."

S&P could lower the rating if credit measures weaken such that
Cimarex's projected FFO to debt is below 30% under current industry
conditions for a sustained period.  This could occur if crude oil
and natural gas prices further weaken and the company materially
outspends cash flows with weaker-than-expected production.

S&P views an upgrade over the next 12-18 months as unlikely because
it would require a multiyear drilling program to improve its
business risk profile such that it was comparable with other 'BBB'
rated peers, including further meaningful increases in its reserves
and productions and improvements in its geographic diversity while
maintaining FFO to debt greater than 45% under current industry
conditions.



CITY LINK FOUNDATION: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: The City Link Foundation
        A California non-profit corporation
        4506 Federal Blvd., Suite A
        San Diego, CA 92102

Case No.: 15-03380

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Margaret M. Mann

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  LAW OFFICES OF ANDREW H. GRIFFIN, III
                  275 East Douglas Avenue, Suite 112
                  El Cajon, CA 92020
                  Tel: 619-440-5000
                  Fax: 619-440-5991
                  Email: Griffinlaw@mac.com

Total Assets: $814,648

Total Liabilities: $2.41 million

The petition was signed by Cynthia Sanders, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb15-03380.pdf


COLFAX CORP: S&P Assigns 'BB+' Rating on $1.7BB Unsecured Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to Maryland-based Colfax Corp.'s $1
billion senior unsecured revolving credit facility due 2020 and
$750 million senior unsecured term loan due 2020.  Colfax plans to
use proceeds from the term loan and revolver borrowings to
refinance a portion of its existing bank debt, as well as for
working capital and general corporate purposes.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%; in
the higher half of the range) recovery in the event of payment
default.

The 'BB+' corporate credit rating and stable outlook on Colfax
remain unchanged.  The company maintains a good market position,
broad geographic diversity, and a significant portion of revenue
from aftermarket or consumables sales.  These positive credit
factors are partially offset by the company's exposure to cyclical
and highly competitive markets, as well as expected near-term
softness in oil and gas and power generation markets.  S&P assess
Colfax's business risk profile as "satisfactory," as defined in
S&P's criteria.

Acquisitions remain an important component of the company's growth
strategy, and S&P expects that Colfax will finance its acquisitions
in a prudent manner.  S&P forecasts that Colfax will maintain debt
to EBITDA below 3x and a funds from operations to debt ratio of 20%
to 30% over the next 12 months, consistent with a "significant"
financial risk profile, as defined in S&P's criteria.

RECOVERY ANALYSIS

   -- S&P's simulated default scenario contemplates a steep and
      prolonged economic downturn, resulting in a weakness in
      Colfax's main end markets such as power generation, oil and
      gas, general industrial, commercial marine, and mining
      industries.  Under this scenario, the resulting weak volumes

      and pricing pressure would hurt fixed-cost absorption and
      reduce profitability and cash flow.  Together with
      increasing amortization in 2018, S&P assumes this leads to a

      payment default in the first half of 2018.

   -- Colfax's pro forma debt structure will primarily consist of:

      a $1.75 billion bank facility, an $80 million U.S. accounts
      receivable securitization facility, and various unfunded
      letter of credit facilities totaling about $670 million.  
      All bank debt is borrowed by Colfax Corp. and guaranteed by
      essentially all domestic subsidiaries.  About $200 million
      of the letter of credit facilities are borrowed in the U.S.
      The remaining letter of credit facilities are primarily at
      foreign subsidiaries and also unsecured.

   -- S&P assumes the receivable facility is fully utilized at
      default and adjust S&P's valuation for the sold receivables.

      S&P do not assume any exposure for letters of credit, which
      predominantly back customer prepayments, since S&P expects
      Colfax to reorganize and continue to meet these contractual
      obligations.  S&P assumes the revolving facilities on
      Colfax's bank loan are 85% utilized at default.  Although
      S&P's analysis suggests the possibility of a recovery of
      greater than 70% on the unsecured bank facility, S&P has
      capped its recovery rating on this debt at '3' (50%-70%),
      consistent with S&P's practice of capping unsecured recovery

      ratings on debt issued by 'BB' category companies at '3'.
      This is meant to reflect the heightened risk that such
      companies may change their capital structure in ways that
      would impair unsecured recovery prospects.  In addition, S&P

      notes that the high recovery rate before the cap also
      reflects significant scheduled debt amortization before
      S&P's simulated default date, as well as the absence of
      other material debt obligations.  S&P has included the
      potential impact of significant nondebt liabilities, which
      primarily relate to pensions.  Foreign pensions reside at
      nonguarantor entities and thus would have a structurally
      senior claim to the foreign value relative to U.S.
      creditors.

Simulated default assumptions:
   -- Simulated year of default: 2018
   -- EBITDA at emergence: $380 million
   -- EBITDA multiple: 5x

Simplified waterfall:
   -- Net enterprise value (after 3% administrative costs): $1.843

      billion
   -- Valuation split (U.S./foreign): 25%/75%
   -- Adjustment to value (sold receivables): $80 million
   -- Structurally senior liabilities (primarily pension deficits)

      at foreign subsidiaries: $195 million
      ------------------
   -- Estimated value available to unsecured creditors in the
      U.S.: $1.569 billion
   -- Senior unsecured bank debt: $1.879 billion
   -- Other senior unsecured claims (domestic pensions): $110
      million
      --Recovery expectations 50%-70% (upper half of the range)

Note: All debt amounts include six months of prepetition interest.


Ratings List

Colfax Corp.
Corp credit rating                        BB+/Stable/--

New Rating
Colfax Corp.
Senior Unsecured
$1 bil revolv credit facility due 2020   BB+
  Recovery rating                         3H
$750 mil term loan due 2020              BB+
  Recovery rating                         3H



COLT DEFENSE: Skips Interest Payment Again
------------------------------------------
Stephanie Gleason, writing for the Daily Bankruptcy Review,
reported that gun manufacturer Colt Defense LLC again skipped its
semi-annual interest payment to bondholders as it works to execute
a debt restructuring deal.

According to the report, the company has warned all year that it
likely wouldn't be able to make the $10.9 million payment due May
15 as it faces severe liquidity constraints.  As a result of the
skipped payment, Colt has entered a 30-day grace period with the
bondholders, after which the group could take action against Colt
to collect the debt, the report related.

                         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.


COMMSCOPE INC: S&P Lowers Debt Ratings to 'BB', Off CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hickory,
N.C.-based global telecommunications infrastructure solutions
provider CommScope Inc.'s senior secured and unsecured debt and
removed the ratings from CreditWatch, where S&P had placed them
with negative implications on Jan. 28, 2015.  S&P lowered its
issue-level rating on CommScope's senior secured debt to 'BB' from
'BB+' and revised the recovery rating to '2' from '1'.  The '2'
recovery rating indicates S&P's expectation for substantial
recovery (70% to 90%, in the lower half of the range) for secured
lenders in the event of payment default.  S&P lowered its
issue-level rating on the company's senior unsecured debt to 'B'
from 'BB-' and revised the recovery rating to '6' from '4'.  The
'6' recovery rating indicates S&P's expectation for negligible
recovery (0% to 10%) for unsecured lenders in the event of payment
default.

In addition, S&P removed its 'B' issue-level rating on CommScope
Holding Co. Inc.'s paid-in-kind notes from CreditWatch negative.
The recovery rating remains '6'.

At the same time, S&P assigned a 'BB' issue-level rating with a
recovery rating of '2' (lower half of the 70%-90% range) to the
company's proposed $1.25 billion senior secured term loan B due
2022 and $500 million senior secured notes due 2020.  S&P also
assigned a 'B' issue-level rating with a recovery rating of '6' to
the company's proposed $1.5 billion senior unsecured notes due
2025.  CommScope Technologies LLC will be the borrower of the new
unsecured notes, which will rank equal to the unsecured notes
issued by CommScope Inc.  S&P expects the company to use the
proceeds of the secured term loan and unsecured notes to fund most
of the purchase price for its acquisition of TE Connectivity's
Broadband Network Solutions (BNS) business.  It will use the
proceeds of the secured notes to fully repay its secured term loan
due 2017 and partially repay its secured term loan due 2018.

The corporate credit rating on CommScope remains 'BB-' and the
outlook is stable.

The debt ratings reflect a higher mix of secured credit facilities
with the addition of the new debt CommScope plans to issue to buy
BNS.  S&P now expects only partial recovery for secured lenders in
a default scenario, leaving very little value for unsecured
lenders.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario assumes a payment default
      in 2019, driven by reduced investment in communication
      infrastructure by large customers, and a declining
      commercial and residential construction market during a
      global downturn.  S&P also assumes slower-than-expected
      adoption of advanced communications technologies in emerging

      markets and volatile commodity pricing.  S&P has valued the
      company on a going-concern basis using a 5x multiple and its

      estimated emergence EBITDA.  The multiple is in line with
      the multiples S&P uses in recovery analysis for other
      technology hardware companies with similar business profile
      characteristics.

Simulated default assumptions
   -- Simulated year of default: 2019
   -- EBITDA at emergence: $442 million
   -- EBITDA multiple: 5x

Simplified waterfall
   -- Net enterprise value (after 7% administrative costs): $2.05
      billion
   -- Valuation split (obligors/non-obligors): 60%/40%
   -- Collateral value available to secured creditors: $1.77
      billion
   -- Asset-based lending facilities: $341 million
      --Recovery expectations: N.A.
   -- Term loan debt: $2.10 billion
      --Recovery expectations: 70% to 90% (lower half of the
      range)
   -- Total value available to unsecured claims: $288 million
   -- Senior unsecured debt and pari-passu claims: $3.59 million
      -- Recovery expectations: 0% to 10%
   -- Senior subordinated debt: $591 million
      -- Recovery expectations: 0% to 10%

Notes: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from non-obligors after non-obligor debt.


N.A.--Not applicable.

The corporate credit rating reflects S&P's view that CommScope is
likely to reduce adjusted leverage to the low-4x area in 2016, from
about 5x pro forma for the BNS acquisition as of March 31, 2015, as
the company integrates the business, captures cost synergies, and
repays debt.  The rating also reflects S&P's view of the company's
cyclical operating environment and transition risk associated with
integrating BNS, partly offset by its leading market positions, and
the increased scale and end-market diversity that the acquisition
will provide.

RATINGS LIST

CommScope Holding Co Inc.
CommScope Inc.
Corporate Credit Rating             BB-/Stable/--  

New Rating

CommScope Inc.
$1.25 bil. term loan B due 2022
Senior Secured                      BB
  Recovery Rating                    2L
$500 mil. notes due 2020            BB
Senior Secured
  Recovery Rating                    2L

CommScope Technologies LLC
$1.5 bil. notes due 2025
Senior Unsecured                    B
  Recovery Rating                    6  

Downgraded; Removed From CreditWatch; Recovery Ratings Unchanged

                            To                 From
Ratings Remaining On CreditWatch; Recovery Ratings Unchanged
CommScope Inc.
Senior Secured             BB                 BB+/Watch Neg
  Recovery Rating           2L                 1
Senior Unsecured           B                  BB-/Watch Neg
  Recovery Rating           6                  4

Removed From CreditWatch; Recovery Rating Unchanged

CommScope Holding Co Inc.
Senior Unsecured PIK notes   B                  B/Watch Neg
  Recovery Rating             6                  6



CORINTHIAN COLLEGES: Groups Petition for Student Loan Cancellation
------------------------------------------------------------------
Tom Hals at Reuters reports that more than 50 consumer and labor
organizations have urged U.S. Secretary of Education Arne Duncan in
a joint petition to cancel federal student loans owed by 78,000 who
attended Corinthian Colleges, Inc. schools.

The Department of Education had the authority because Corinthian
misrepresented its job placement rates and defrauded students by
enrolling them in high-cost, low-quality classes, Reuters relates,
citing the groups, which included the National Consumer Law
Center.

Reuters reports that the Department of Education said it had not
decided how any debt relief would work.  

According to court documents, current and former Corinthian
executives said on Monday that they were seeking liability
insurance money to pay for their mounting legal costs stemming from
criminal and civil actions.  Regular filings state that creditors
could target Corinthian executives, who reaped millions in annual
salaries.

                     About Corinthian Colleges

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

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

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

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

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


CORINTHIAN COLLEGES: Hires Rust/Omni as Administrative Agent
------------------------------------------------------------
Corinthian Colleges, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Rust
Consulting/Omni Bankruptcy as administrative agent.

Rust/Omni has agreed to perform, among other services, the
following:

   (a) assisting with the preparation and filing of the Debtors'
       schedules of assets and liabilities and statements of
       financial affairs;

   (b) recording all transfers of claims and provide any notices
       of such transfers as required by Bankruptcy Rule 3001(e);
       provided, however, that if any evidence of transfer of
       claim(s) is filed with the Court pursuant to Bankruptcy
       Rule 3001(e), and if the evidence of transfer or notice
       thereof executed by the parties purports to waive the 21
       day notice and objection period required under Bankruptcy
       Rule 3001(e), then the Administrative Agent may process the
       transfer of claim(s) to change the name and address of the
       claimant of such claim to reflect the transfer, and the
       effective date of such transfer will be the date the
       evidence of such transfer was docketed in the case;

   (c) generating and providing claim reports and claim objection
       exhibits;

   (d) managing the preparation, compilation and mailing of
       documents to creditors and other parties in interest in
       connection with the solicitation of a Chapter 11 plan;

   (e) managing any rights offering pursuant to a Plan;

   (f) managing the publication of legal notices;

   (g) collecting and tabulating votes in connection with any Plan
       filed by the Debtors and providing ballot reports to the
       Debtors and their professionals;

   (h) generating an official ballot certification and testifying,
       if necessary, in support of the ballot tabulation results;

   (i) managing any distributions made pursuant to a Plan; and

   (j) providing any and all necessary administrative tasks as the
       Debtors or its professionals may require in connection with
       these chapter 11 cases.

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

Paul H. Deutch, the executive managing director of Rust
Consulting/Omni Bankruptcy, assures the Court that Rust/Omni: (i)
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code; (ii) does not hold or represent an interest
adverse to the Debtors' estates in connection with any matter on
which Rust/Omni will be employed; and (iii) neither Rust/Omni nor
any of its employees has any connection with the Debtors, their
creditors, the United States Trustee or any other party in interest
in these chapter 11 cases.

                     About Corinthian Colleges

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

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

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

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

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


CORINTHIAN COLLEGES: Seeks to Employ Richards Layton as Counsel
---------------------------------------------------------------
Corinthian Colleges, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, P.A., as bankruptcy counsel.

RL&F will render the following professional services:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession under Chapter 11 of the
       Bankruptcy Code;

   (b) take action to protect and preserve the Debtors' estates,
       including the prosecution of actions on the Debtors'
       behalf, the defense of actions commenced against the
       Debtors in the Chapter 11 cases, the negotiation of
       disputes in which the Debtors are involved and the
       preparation of objections to claims filed against the
       Debtors;

   (c) assist in preparing on behalf of the Debtors all motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors' estates;


   (d) assist the Debtors with the sale of any of their assets
       pursuant to Section 363 of the Bankruptcy Code;

   (e) assist in preparing the Debtors' plan of liquidation;

   (f) assist in preparing the Debtors' disclosure statement and
       any related documents and pleadings necessary to solicit
       votes on the Debtors' plan of liquidation;

   (g) prosecute on behalf of the Debtors the proposed plan and
       seeking approval of all transactions contemplated therein
       and in any amendments thereto; and

   (h) perform other necessary or desirable legal services in
       connection with the Chapter 11 cases.

RL&F's current hourly rates for matters related to the Chapter 11
cases are expected to be within the following ranges:

      Directors                   $585 to $825 an hour
      Counsel                             $525 an hour
      Associates                  $260 to $490 an hour
      Paraprofessionals                   $235 an hour

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are
as follows:

      Mark D. Collins             $825 per hour
      Michael J. Merchant         $650 per hour
      Marisa A. Terranova         $450 per hour
      Amanda R. Steele            $425 per hour
      Rachel L. Biblo             $260 per hour
      Alexander G. Najemy         $260 per hour
      Rebecca V. Speaker          $235 per hour

RL&F will charge the Debtors for necessary out-of-pocket expenses.

Prior to the Petition Date, the Debtors paid RL&F a total retainer
of $405,000 in connection with and in contemplation of the Chapter
11 cases.

Mark D. Collins, Esq., a director of the firm of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, assures the Court that (a)
RL&F is a "disinterested person" under Section 101(14) of the
Bankruptcy Code; (b) RL&F does not hold or represent an interest
adverse to the Debtors' estates; and (c) RL&F's directors and
associates have no connection to the Debtors, their creditors or
their related parties.

                     About Corinthian Colleges

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

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

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

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

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


CORINTHIAN COLLEGES: Taps FTI Consulting as Crisis Manager
----------------------------------------------------------
Corinthian Colleges, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc., as crisis manager, and designate William J. Nolan
as chief restructuring officer.

As provided in an engagement letter, FTI has agreed that Mr. Nolan
will serve as the Debtors' CRO.  Working collaboratively with the
Debtors' senior management team and board of directors, as well as
the Debtors' other professionals, Mr. Nolan will assist the Debtors
in evaluating and implementing strategic and tactical options
through the restructuring process.

In addition, FTI has agreed to provide certain temporary employees
to assist Mr. Nolan in his role as CRO.  These Engagement Personnel
include, but are not limited to, Amir Agam, Tamara McGrath, James
Chu, Michael Yoshimura and Jessica Liew.  The Debtors anticipate
that during the Chapter 11 cases, Mr. Nolan and the Engagement
Personnel will perform a broad range of services, including,
without limitation, the following:

   (a) assist the Debtors in connection with their efforts in
       their Chapter 11 cases;

   (b) lead sale processes for the Debtors' assets;

   (c) negotiate, on behalf of the Debtors, proposals received for
       the purchase of the Debtors' assets;

   (d) provide, on behalf of the Debtors, testimony and affidavits
       in litigation/bankruptcy matters, as required;

   (e) assist the Debtors with the preparation of Schedules of
       Assets and Liabilities and Statements of Financial Affairs
       as well as periodic reporting required in connection with
       the Chapter 11 cases;

   (f) assist the Debtors with the development and variance
       reporting of financial projections/budget, including cash
       collateral budgets and cash flow forecasts;

   (g) advise and assist the Debtors in their communications with
       suppliers, landlords, external media, lenders, creditors
       and other parties in interest;

   (h) assist in the management of the Debtors' operations;

   (i) assist in the development and negotiation by the Debtors of
       a chapter 11 plan of liquidation, related disclosure
       statement, and other court filings as necessary;

   (j) coordinate the Debtors' communication efforts with all key
       constituents, including the Debtors' lenders, the United
       States Department of Education, other government agencies
       as necessary, and their professionals, suppliers,
       creditors, the Court and bankruptcy-related professionals;
       and

   (k) perform other tasks as agreed to among the Debtors and FTI.

In consideration of the services to be provided by FTI, the Debtors
have agreed to pay FTI a monthly advisory fee of $125,000 for the
month of May 2015 and $75,000 for each month thereafter for
services rendered in connection with Mr. Nolan's employmen as CRO.
Engagement Personnel will be billed at $480 per hour for all
staff.

In addition, FTI will seek reimbursement for reasonable and
necessary expenses incurred in connection with the Chapter 11
cases.

During the 90 days prior to the Petition Date, FTI received
$1,966,059 for professional services performed and expenses
incurred.  In addition, as of the Petition Date, FTI has an amount
of $500,000 to be held "on account" to be applied to its
professional fees, charges and disbursements during the course of
its engagement.

William J. Nolan, a senior managing director of FTI Consulting,
LLC, assures the Court that his 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.

Mr. Nolan may be reached at:

         William J. Nolan
         Senior Managing Director
         FTI CONSULTING, LLC
         214 North Tryon St., Suite 1900
         Charlotte, NC 28202
         Tel: (704) 972-4101
         Fax: (704) 972-4121
         Email: william.nolan@fticonsulting.com

                     About Corinthian Colleges

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

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

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

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

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


CRESCENT COMMUNITIES: Moody's Raises CFR to B3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Crescent Communities, LLC to B3 from Caa1 and Probability of
Default Rating to B3-PD from Caa1-PD. In the same rating action,
Moody's affirmed the Caa1 rating on the company's senior secured
notes. The rating outlook is stable.

The following rating actions were taken:

  -- Corporate Family Rating, upgraded to B3 from Caa1;

  -- Probability of Default Rating, upgraded to B3-PD from
     Caa1-PD;

  -- Senior secured notes, affirmed at Caa1, (LGD4) changed to
     (LGD5);

  -- Stable rating outlook.

Crescent's rating upgrade reflects the company's return to
profitability in 2014 due to the transformational portfolio sale in
the multi-family segment, and Moody's expectation that the positive
net income generation will continue in the coming years as the
company benefits from the growing pipelines in its Multi-family and
Residential segments. In addition, the upgrade considers Crescent's
increased size, which almost quadrupled in 2014, and its growing
tangible net worth of almost $400 million at the end of 2014.

Moody's rating, however, also incorporates the substantial
refinancing risk Crescent faces, as both its secured notes and
revolver mature in 2017; the volatile and discrete transactional
nature of the Multi-family segment, which adds considerable
lumpiness to the overall financial results; its dependence on a few
key Multi-family projects for much of its recent success, although
going forward the residential lot development segment will drive
much of the growth; and its short track record of being a
profitable company. Moody's rating also takes into account the
dismal financial performance of the overall land development
industry during the recently-ended real estate downturn, wherein
virtually every land developer that Moody's rated ultimately went
bankrupt.

Crescent's good liquidity balances its year-end $198 million cash
balance and $35 million availability under the senior secured
revolving credit facility against Moody's expectation of Crescent's
negative free cash flow generation at least through 2016. The
company has several maintenance covenants for its revolver,
including a minimum liquidity of $25 million and a minimum book
value of assets of the greater of $250 million or five times the
principal amount of the revolving commitments. As of December 31,
2014, Crescent's bank-calculated liquidity and book value were $87
million and $460 million, respectively, giving it a sufficient
headroom. (The principal reason that Crescent's bank-calculated
liquidity is considerably less than the combination of its
aggregate cash position plus revolver availability is that the
assets of the company's Multi-family segment are held outside the
collateral pool).The company's alternate liquidity is constrained
in that virtually all of its assets are secured.

The stable outlook reflects Moody's expectation that Crescent will
continue to be profitable while gradually increasing its revenue
and lowering its debt leverage.

The rating on Crescent's second-lien senior secured notes was kept
at Caa1, despite the upgrade to B3 of the Corporate Family Rating,
because of the presence of considerably more secured project
financing debt in the capital structure than at the time Moody's
initially rated the notes.

The rating could be considered for an upgrade if the company
maintains its profitability, lowers its debt leverage to below 55%,
and increases its interest coverage above 2.0x, all on a sustained
basis.

The rating could come under pressure if the company starts
generating net losses and debt leverage rises above 65% on a
sustained basis.

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Crescent Communities, LLC, formerly known as Crescent Resources,
founded in 1969,and headquartered in Charlotte, North Carolina,
develops residential, commercial and multifamily real estate
properties, and manages land. It is majority-owned by equity
sponsors Anchorage Capital and Mattlin Patterson. In 2014,
Crescent's revenues and net income were $498 million and $28
million, respectively.


CRYOPORT INC: Has Private Placement of $429,604 Securities
----------------------------------------------------------
Cryoport, Inc., on May 18, 2015, entered into definitive agreements
for a private placement of its securities to certain institutional
and accredited investors for aggregate gross proceeds of $429,604
(approximately $373,800 after estimated cash offering expenses)
pursuant to certain Subscription Agreements between the Company and
the Investors.  The Company intends to use the net proceeds for
working capital purposes.

Pursuant to the Subscription Agreements, the Company issued shares
of Class B Preferred Stock and warrants to purchase common stock of
the Company.  The shares and warrants were issued as a unit
consisting of (i) one share of Class B Preferred Stock of the
Registrant and (ii) one warrant to purchase eight shares of Common
Stock at an exercise price of $0.50 per share, which shall be
immediately exercisable and may be exercised at any time on or
before May 31, 2020.  A total of 35,800 Units were issued in
exchange for gross proceeds of $429,604 or $12.00 per Unit.

Emergent Financial Group, Inc. served as the Company's placement
agent in this transaction and received, with respect to gross
proceeds received from the Investors, a commission of 10% and a
non-accountable finance fee of 3% of the aggregate gross proceeds
received from those Investors, plus reimbursement of legal expenses
of up to $5,000.  Emergent Financial Group, Inc. will also be
issued a warrant to purchase three shares of Common Stock at an
exercise price of $0.50 per share for each Unit issued in this
transaction.

Through May 18, 2015, aggregate gross cash proceeds of $6.1 million
(approximately $5.3 million after offering costs) were collected in
exchange for the issuance of 509,346 shares of the Company's Class
B Preferred Stock, and warrants, exercisable for five years, to
purchase 4,074,768 shares of the Company's Common Stock at an
exercise price of $0.50 per share.  The offering of the Units to
new Class B Investors concluded on May 18, 2015.

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$12.19 million on $3.93 million of revenues for the year ended
March 31, 2015, compared to a net loss attributable to common
stockholders of $19.56 million on $2.65 million of revenues for the
year ended March 31, 2014.

As of March 31, 2015, Cryoport had $2.6 million in total assets,
$3.02 million in total liabilities and a $416,299 total
stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception.  Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.


CRYOPORT INC: Incurs $12.2 Million Net Loss in Fiscal 2015
----------------------------------------------------------
Cryoport, Inc. filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss attributable
to common stockholders of $12.2 million on $3.93 million of
revenues for the year ended March 31, 2015, compared to a net loss
attributable to common stockholders of $19.6 million on $2.65
million of revenues for the year ended March 31, 2014.

As of March 31, 2015, Cryoport had $2.6 million in total assets,
$3.02 million in total liabilities and a $416,000 total
stockholders' deficit.

Net loss attributable to common stockholders for the three months
ended March 31, 2015, was $4 million, or $0.79 per basic and
diluted share compared with a net loss attributable to common
stockholders of $1.4 million, or $0.29 per basic and diluted share,
for the same period last year.  The net loss attributable to common
stockholders for the quarter ended March 31, 2015, included a
non-cash, preferred stock beneficial conversion charge of $1.9
million; while there were no comparable charges in the prior year
quarter.

Cryoport's chief executive officer, Jerrell Shelton, commented, "We
are pleased to deliver another quarter of double digit growth and
close out the fiscal year with a 48% jump in revenue, year over
year.  We have scaled our operations to a level that our gross
margin is in the range of 30%, or $1.2 million for the year, which
is a 168% improvement over our previous fiscal year.  With the
momentum we are seeing in the business, we are also working towards
an uplisting to the Nasdaq, to attract institutional investors,
increase stock liquidity and enhance the value of our company."

"The growth for the year was driven by a diverse base of new and
expanding client relationships and a further increase in our IVF
business.  Most of these clients are either in the early stages of
their product development or in the early stages of introducing our
solutions to their operations.  We view this as 'built in' growth
as there are significant opportunities for these relationships to
expand over time.  Many of these companies are in exciting market
segments that are experiencing significant growth, such as CAR-T
Cells, stem cells, cell therapies, cell line manufacturing,
research, and vaccines, as well as animal husbandry and in vitro
fertilization (IVF).  In addition, our support of clinical trials
is also developing in all segments and across all regions.  In
fact, as of the end of the fourth quarter, Cryoport was actively
supporting the logistics needs for 34 clinical trials including six
phase III programs."

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception.  Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

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

                       http://is.gd/2V6nMJ

                         About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.


CT TECHNOLOGIES: Moody's Affirms 'B2' CFR and Secured Debt Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed CT Technologies Intermediate
Holdings, Inc's. (dba "HealthPort") credit ratings. The Corporate
Family rating was affirmed at B2, the Probability of Default rating
at B2-PD and the senior secured debt at B2. The rating outlook
remains stable.

Earlier this month, HealthPort announced it had agreed to acquire
IOD Incorporated ("IOD"). The cash for the acquisition and related
fees and expenses will come from the proceeds of a proposed $155
million expansion of the existing senior secured term loan due
2021, new equity from affiliates of financial sponsor New Mountain
Capital, LLC and the balance sheet; IOD's management is also
converting a part of its ownership into a HealthPort stake.

Affirmations:

Issuer: CT Technologies Intermediate Holdings Inc.

  -- Corporate Family Rating, Affirmed B2

  -- Probability of Default Rating, Affirmed B2-PD

  -- Senior Secured Bank Credit Facilities, Affirmed B2

Outlook:

  -- Outlook, Remains Stable

"With the acquisition of IOD, HealthPort expands its leadership
position in the niche market for outsourced medical information
access services, but merger integration risks, potential delays in
achieving targeted synergies and high initial leverage lead to the
affirmed ratings," said Edmond DeForest, Moody's Senior Credit
Officer.

The B2 CFR is driven by Moody's expectations for HealthPort's debt
to EBITDA to decline towards below 5 times and free cash flow to
debt to rise above 7% over the next 12 months. Moody's anticipates
scale benefits and synergy opportunities from the IOD acquisition
could drive higher rates of profitability. The ratings are also
supported by multi-year contracts, high client renewal rates and
anticipated growth in end market demand. Constraints to the ratings
include narrow service line diversity, moderate revenue size
expected to remain below $500 million (pro forma for a full year of
IOD revenues) in 2015 and reputational and legal risks attendant in
the release of protected health information. Moody's considers
liquidity from availability of about $30 million under an upsized
$35 million revolver, at least $20 million of cash and at least $15
million of anticipated free cash flow (after non-recurring expenses
of about $10 million) good.

All financial metrics reflect Moody's standard adjustments.

The stable ratings reflects Moody's anticipation that HealthPort
will grow revenues by 3% to 5% per year and expand profitability
margins by achieving planned synergies associated with the IOD
acquisition. The ratings could be upgraded if HealthPort expands
its business scope and revenue base, maintains stable profit
margins and reduces debt such that debt to EBITDA is sustained
below 4.5 times. The ratings could be downgraded if there are lower
than expected revenues, profit margin compression or declines in
cash generation as a result of difficulties in integrating IOD,
including cost overruns or lost customers, pricing pressures or
unfavorable regulatory developments. If Moody's expects free cash
flow to debt to remain below 2% or debt to EBITDA to be sustained
above 6 times, lower ratings are possible. A debt-funded
acquisition or shareholder distribution could also pressure the
ratings.

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

HealthPort is the largest provider of outsourced medical
information exchange management services in the United States. The
company is controlled by affiliates of New Mountain Capital, LLC.
Moody's expects 2015 revenues of about $450 million, pro forma for
a full year of IOD.


CTI FOODS: Moody's Lowers Corp. Family Rating to 'B3'
-----------------------------------------------------
Moody's Investors Service downgraded CTI Foods Holding Co., LLC's
Corporate Family Rating and Probability of Default Rating to B3
from B2 and B3-PD from B2-PD, respectively. As a result of this
rating action, the company's 1st lien term loan and 2nd lien term
loan have been downgraded to B3 from B2 and Caa2 from Caa1,
respectively. The rating outlook is stable.

The downgrade primarily reflects the company's weakened credit
metrics and Moody's belief they no longer support a B2 CFR. The
company's leverage, as measured by Moody's adjusted debt-to-EBITDA,
has been above 6 times since the May 2013 LBO of the company and
has recently increased as a result of margin deterioration over the
last year. CTI also experienced a challenging first quarter largely
attributable to a sharp decline in meat prices that materially
impacted EBITDA. As a result, Moody's adjusted debt-to-EBITDA and
EBIT-to-interest (ex-deferred financing fees and a change in swap
asset value) were approximately 7.6 times and 0.6 times,
respectively for the twelve months ended March 28, 2015.

According to Moody's Analyst Brian Silver, "CTI's margins have been
deteriorating at a time when growth capital expenditures were high,
which has weakened the company's credit metrics considerably".

Moody's expects CTI's credit metrics to improve over the next 12 to
18 months from both EBITDA growth and debt repayment, but they are
not expected to return to levels that are appropriate for a B2
rating by FYE15. EBITDA improvement is based on Moody's belief that
the company will be able to pass through input cost fluctuations
more effectively going forward, assuming commodity volatility does
not increase materially. Anticipated debt repayment will be a
function of EBITDA improvement in concert with better free cash
flow generation stemming from more normalized capital expenditures
in FY15 on the heels of very high plant spending in FY14 related to
investment in the Owingsville, KY plant and the closure of the
Carson, CA facility.

The following ratings for CTI Foods Holding Co., LLC were
downgraded:

  -- Corporate Family Rating to B3 from B2;

  -- Probability of Default Rating to B3-PD from B2-PD;

  -- $345 million principal First Lien Term Loan due 2020 to B3
     (LGD4) from B2 (LGD3); and

  -- $140 million principal Second Lien Term Loan due 2021 to
     Caa2 (LGD6) from Caa1 (LGD6).

  -- The rating outlook is maintained at stable

The B3 CFR is largely reflective of CTI's relatively weak credit
metrics highlighted by an elevated leverage profile and poor
interest coverage. It also considers margin deterioration and
negative free cash flow generation over the last year; though cash
flows were impacted by very high growth oriented capital
expenditures in FY14. Moody's recognizes the company's increasing
size and scale, as well as its improving customer and product
diversification over time. The company generates relatively low
margins but benefits from the ability to pass through a healthy
portion of increases in commodity costs with minimal lag to its
customers, long-standing customer relationships and recent success
diversifying the customer base. CTI has improved its geographic
diversification profile but remains relatively small as compared to
some significantly larger and more diverse competitors in the
space. In addition, the company's financial policies are expected
to be relatively aggressive in accordance with its private equity
ownership. CTI maintains a good liquidity profile supported by
access to a recently increased ABL and expectations for positive
free cash flow generation.

The stable outlook reflects Moody's expectation that reduced
capital spending will drive improved free cash flow generation that
will be used to reduce ABL borrowings. Moody's also expect the
company to continue to grow its top-line and improve margins as a
result of scale and product mix-shift benefits associated with the
Kentucky plant expansion.

The ratings could be upgraded if margins improve and leverage as
measured by Moody's adjusted debt-to-EBITDA can be sustained below
6.0 times accompanied by EBIT-to-interest climbing above 1.0 time
and maintenance of a healthy liquidity profile. Alternatively, the
ratings could be downgraded if Moody's adjusted debt-to-EBITDA is
sustained above 7.5 times during the next 12 to 18 months or if
liquidity weakens due to increased ABL reliance.

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

CTI Foods Holding Co., LLC (CTI), headquartered in Wilder, Idaho,
through its subsidiaries manufactures food products primarily for
the quick service restaurant industry. CTI's principal products
include pre-cooked taco meat, steak and chicken fajita meat,
pre-cooked and uncooked hamburger patties, soups, sauces and
dehydrated beans. CTI was purchased by Thomas H. Lee Partners and
Goldman Sachs Merchant Banking Division in May 2013 for
approximately $690 million. During the twelve month period ended
March 28, 2015 the company generated in excess of $1.3 billion in
revenues.


CTPARTNERS EXECUTIVE: Obtains Limited Duration Waiver From Lenders
------------------------------------------------------------------
CTPartners Executive Search, Inc., on May 20 disclosed that
pursuant to its previously announced strategic alternatives
process, the Company has received a non-binding indication of
interest from DHR International Inc. to acquire the Company.  The
special committee of the Company's board of directors, which was
formed to evaluate the Company's strategic alternatives, has agreed
to negotiate exclusively with DHR for a limited period of time in
an effort to reach a definitive agreement.  Pricing and other terms
have not been disclosed, but the indicated preliminary price range
set forth in the indication of interest submitted by DHR
International is below the $7.00 per share DHR previously proposed
to pay in a February 5, 2015 letter to the CTP board of directors.
All terms of any definitive agreement, including price, will be
subject to completion of confirmatory due diligence to the
satisfaction of DHR and negotiation between the parties. There is
no assurance that the parties will enter into a binding acquisition
agreement consistent with the indication of interest, or on any
other terms.

The Company also disclosed in its Form 10-Q for the quarter ended
March 31, 2015, filed on May 20, that it has received a limited
duration waiver from its lenders relating to CTP's non-compliance
with a covenant included in both its term credit facility and note
purchase agreement requiring the revenue generated by departing
search executives not exceed specified levels.  The lenders have
agreed to forbear from enforcing their remedies in connection with
this non-compliance until August 31, 2015 so long as certain
milestones in connection with the proposed sale of the Company are
met.  In addition, the credit facility has been reduced from $20
million to $15.5 million and the interest rate increased by 25
basis points, resulting in a current rate of approximately 3.18%
per annum.  Also, the notes purchaser is not expected to purchase a
second tranche of $6.25 million principal amount of notes, which
had been scheduled to occur after June 30, 2015.

                         About CTPartners

CTPartners is a global executive search firm that is designed to
deliver in-depth expertise, creative strategies, and outstanding
results to clients worldwide.  Committed to a philosophy of
partnering with its clients, CTPartners offers a proven track
record in C-Suite, top executive, and board searches, as well as
extensive experience in serving private equity and venture capital
firms.

From its 44 offices in 24 countries, CTPartners serves clients with
a global organization of more than 500 professionals and employees,
offering expertise in board advisory services, key leadership
functions, and executive recruiting services in the financial
services, life sciences, industrial, professional services, retail
and consumer, and technology, media and telecom industries.


CUMULUS MEDIA: Files Copy of Investor Presentation with SEC
-----------------------------------------------------------
Cumulus Media Inc. is participating in an investor day conference
at which it intends to meet with and make presentations to various
prospective investors.  A copy of the prospective investor meeting
slides is available for free at http://is.gd/s3eSg3

                        About Cumulus Media

Cumulus Media Inc. (CMLS) combines high-quality local programming
with iconic, nationally syndicated media, sports and entertainment
brands in order to deliver premium choices for listeners, provide
substantial reach for advertisers and create opportunities for
shareholders.  As the largest pure-play radio broadcaster in the
United States, Cumulus provides exclusive content that is fully
distributed through approximately 460 owned-and-operated stations
in 90 U.S. media markets (including eight of the top 10), more
than 10,000 broadcast radio affiliates and numerous digital
channels.  Cumulus is well-positioned in the widening digital
audio space through a significant stake in the Rdio digital music
service, featuring 30 million songs on-demand in addition to
custom playlists and exclusive curated channels.  Cumulus is also
the leading provider of country music and lifestyle content
through its NASH brand, which will serve country fans through
radio programming, NASH magazine, concerts, licensed products and
television/video. For more information, visit www.cumulus.com

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.

As of March 31, 2015, the Company had $3.71 billion in total
assets, $3.18 billion in total liabilities, and $533 million in
total stockholders' equity.

                         Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure the
debt under the Credit Agreement.  If the lenders accelerate the
required repayment of borrowings, we may be forced to liquidate
certain assets to repay all or part of such borrowings, and we
cannot assure you that sufficient assets will remain after we have
paid all of the borrowings under such Credit Agreement.  If we were
unable to repay those amounts, the lenders could proceed against
the collateral granted to them to secure that indebtedness and we
could be forced into bankruptcy or liquidation.  Our ability to
liquidate assets could also be affected by the regulatory
restrictions associated with radio stations, including FCC
licensing, which may make the market for these assets less liquid
and increase the chances that these assets would be liquidated at a
significant loss.  Any requirement for us to liquidate assets would
likely have a material adverse effect on our business," the Company
said in its annual report for the year ended Dec. 31, 2014.

                           *     *     *

Standard & Poor's Ratings Services, in September 2014, revised its
rating outlook on Atlanta, Ga.-based Cumulus Media to stable from
positive.  S&P also affirmed its 'B' corporate credit and existing
debt ratings on the company.

As reported by the TCR in April 2013, Moody's Investors Service
downgraded Cumulus Media's Corporate Family Rating to 'B2' from
'B1' and Probability of Default Rating to 'B2-PD' from 'B1-PD'.
The downgrades reflect Moody's view that the pace of debt repayment
and delevering will be slower than expected.  Although EBITDA for
fourth quarter of 2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


DEB STORES: Deal with Liquidator Brings in Additional $1.050-Mil.
-----------------------------------------------------------------
Deb Stores Holding LLC, et al., filed a motion asking the U.S.
Bankruptcy Court for the District of Delaware to approve a final
reconciliation and settlement agreement by and between (1) the
Debtors, (2) a contractual joint venture composed of Hilco Merchant
Resources, LLC and Gordon Brothers Retail Partners, LLC, and (3)
lender Ableco, L.L.C.

Under the agreement, the agent agrees to pay $1,050,000 to the
estate as the full and final reconciliation of amounts owing by and
between the Agent and the Debtors under the Agency Agreement and
the parties exchange mutual releases of pending disputes and all
other claims and causes arising under the Agency Agreement.  

According to the Debtor's counsel, Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, the
Agreement results in a significant additional recovery by the
estates under the Agency Agreement and avoids any further
litigation costs and risk of pursuing claims and defenses
thereunder.  The Agreement is the result of extensive negotiations
between the Debtors, the Lender and the Agent and is supported by
the Official Committee of Unsecured Creditors, Mr. Keane says.

The proposed hearing date set for the Debtor's Motion is on May 26,
2015.

The Debtors are represented by:

         Laura Davis Jones, Esq.
         David M. Bertenthal, Esq.
         Joshua M. Fried, Esq.
         Peter J. Keane, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mail: ljones@pszjlaw.com
                 dbertenthal@pszjlaw.com
                 jfried@pszjlaw.com
                 pkeane@pszjlaw.com

                          About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel;
and
Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.


EL PASO CHILDREN: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Aileen B. Flores at El Paso Times reports that El Paso Children's
Hospital filed for Chapter 11 bankruptcy protection on Tuesday, a
day after University Medical Center, which had been in negotiations
with the Hospital over future governance, presented what it called
its final term sheet to the Hospital.

El Paso Times relates that a hearing on the case is set for 1:30
p.m. on Thursday.

El Paso Times recalls that a financial dispute with UMC, which is
not listed as a creditor in the bankruptcy filing due to "technical
reasons", began in 2014 when the Hospital stopped paying UMC for
rent and services.  The report says that construction of the voters
approved in 2007 the construction of the Hospital in a $120 million
bond issue, and it opened in February 2012 as an independent,
licensed facility.  According to the report, UMC claims that the
Hospital, as of Dec. 31, 2014, owes it close to $90 million -- an
amount that has been disputed by the Hospital, which is arguing
that UMC has inflated the cost of services.

The Hospital wanted UMC to withdraw its security interest, but
instead UMC offered to subordinate its security interest to a third
party lender if necessary, El Paso Times relates, citing UMC Board
Chairman Steve DeGroat.

El Paso quoted Mr. DeGroat as saying, "Their filing states that
their board authorized bankruptcy as early as Feb. 11.  All this
while, EPCH gave us the impression that an agreement might be
acceptable to them.  It seems that their intent was never to come
to an agreement or to pay what they owe UMC or other creditors."

Citing an expert, Vic Kolenc at El Paso Times relates that the
Hospital's bankruptcy filing appears to be a "Hail Mary" aimed at
getting UMC to again go into mediation for a revised operating
agreement.

"If the strategy is to (again) negotiate final terms of the
(previous) mediation, then I understand why they filed.  The basics
of Chapter 11 bankruptcy don't work here.  This is a Hail Mary.  I
get the strategy, I just wish it didn't come to this.  It's a
terrible thing for the community," El Paso Times quoted businessman
Andy Krafsur as saying.

According to El Paso Times, the Hospital lists assets and
liabilities at between $50 million and $100 million in its
bankruptcy filing.

KVIA.com reports that the Hon. H. Christopher Mott of the U.S.
Bankruptcy Court for the Western District of Texas presides over
the case.


ENDEAVOUR INT'L: Ernst & Young Providing Additional Services
------------------------------------------------------------
Endeavour Operating Corporation, et al., ask the Bankruptcy Court
to approve an amendment of Ernst & Young LLP's scope of employment
pursuant to a first engagement letter dated April 3, 2015.

EY LLP would be engaged to perform these services:

   i) audit and report on Endeavor International Corporation's
consolidated financial statements for the year ended Dec. 31,
2015;

  ii) audit and report on the effectiveness of Endeavor
International Corporation's internal control over financial
reporting for the year ended Dec. 31, 2015;

iii) audit and report on the stand-alone consolidated financial
statements of Endeavor International Corporation's subsidiaries
(Endeavour Energy UK Limited and Endeavour International Holding
B.V.) for the year ended Dec. 31, 2015; and

  iv) review unaudited interim financial information before the
Debtors file a Form 10-Q.

The first engagement letter provides that EY LLP will be engaged to
provide routine tax advice and assistance concerning issues as
requested by Debtors, when such projects are not covered by a
separate statement of work, do not involve any significant tax
planning or projects, and are not expected to exceed $25,000 in
professional fees per project.

EY LLP estimates its base fees for the audit services will range
from $1.2 million to $1.4 million plus expenses, however, fees will
be billed based on actual hours incurred at these ranges of
discounted hourly rates, starting on or about April 22, 2015:

                                Range of Hourly Rates
                           Core Audit Team   Other Specialists
                           ---------------   -----------------  
Partner                      $594 – $1,001      $594 – $1,278
Executive Director           $562 – $840        $562 – $1,183
Senior Manager               $494 – $732        $494 – $1,040
Manager                      $419 – $556        $419 –   $833
Senior                       $312 – $454        $312 –   $626
Staff                        $201 – $357        $201 –   $427
Intern                        $65 – $180         $65 –   $208

As reported in the Troubled Company Reporter on Dec. 9, 2014, the
Debtors originally tapped EY LLP as auditors to provide these
services:

   a. Audit and report on the Debtors' consolidated financial
      statements for the year ended December 31, 2014;

   b. Audit and report on the effectiveness of the Debtors'
      internal control over financial reporting for the year ended
      December 31, 2014 (together with the audit of the
      consolidated financial statements, the "Integrated Audit");

   c. Audit and report on the stand-alone consolidated financial
      statements of the Debtors' subsidiaries (Endeavour Energy UK
      Limited and Endeavour International Holding B.V.) for the
      year ended December 31, 2014; and

   d. Review the Debtors' unaudited interim financial information
      before the Debtors file their Form 10-Q.

                   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 TRANSFER: Moody's Rates New $750MM Secured Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Energy Transfer
Equity, L.P.'s proposed offering of $750 million senior secured
notes due 2027. The Ba2 Corporate Family Rating, Ba2-PD Probability
of Default Rating, SGL-3 Speculative Grade Liquidity Rating and
stable outlook are not affected by this action.

Proceeds of the offering will be used to repay outstanding
borrowings under ETE's revolving credit facility and for other
corporate purposes. The notes will be secured by the same
collateral that secures ETE's existing senior secured notes, a
first-priority lien on substantially all of ETE's tangible and
intangible assets, comprised principally of its equity interests in
its subsidiaries, and will rank pari passu with ETE's term loans,
its revolving credit facility and its senior secured notes.

"Moody's views the notes issue as an ongoing exercise in building
financial flexibility and extending debt maturities," commented
Andrew Brooks, Moody's Vice President. "Neither the transaction
itself nor the proposed notes issue will materially impact ETE's
debt leverage on either a stand-alone or fully consolidated
basis."

Assignments:

Issuer: Energy Transfer Equity, L.P.

  -- Senior Secured Regular Bond/Debenture (Local Currency),
     Assigned Ba2, LGD4

ETE's senior secured Ba2 rating is equal to its Ba2 CFR. There are
no upstream or downstream debt guarantees between ETE and its
subsidiary holdings. ETE's Ba2 CFR, notes and term loan ratings
reflect its stand-alone credit assessment as well as an analysis
under Moody's Loss Given Default (LGD) methodology, which
essentially views ETE level debt as holding company debt
structurally subordinated to debt at its operating subsidiaries.

The Ba2 CFR is a function of the consolidated credit quality of ETE
across its portfolio holdings as well as ETE on a stand-alone
basis. The rating recognizes the extensive size and scope of ETE's
indirectly held midstream asset base, but is cognizant of its
aggressive growth aspirations and the organizational complexity of
its partnership structure. The rating is also heavily influenced by
Energy Transfer Partners, L.P.'s (ETP) Baa3 rating in recognition
of the approximate 74% of ETE's cash flow, pro forma for ETP's
April 30 acquisition of Regency Energy Partners LP (Baa3 stable),
which is derived through distributions received from ETP. Debt at
ETE is structurally subordinated to approximately $30 billion of
outstanding debt at ETP (proportionately consolidated) and its
respective subsidiaries and holdings, whose cash distributions to
ETE are residual to their own substantial operating and debt
service requirements. ETE's stand-alone debt leverage approximates
4x while debt leverage on a fully consolidated basis approximates
5.5x, levels that will remain largely unchanged pro forma for the
proposed term loan offering.

ETE's liquidity is adequate and its day-to-day liquidity needs are
not significant, since it is essentially a flow-through partnership
entity with limited administrative overhead, receiving cash
distributions and paying out its own limited partnership
distributions of substantially all its cash on hand. On February
10, ETE amended and upsized is secured revolving credit facility to
$1.5 billion, under which $925 million was outstanding as of April
30. The revolver contains covenants governing ETE's stand-alone and
consolidated leverage metrics, allowing for an adjusted run rate
EBITDA reflecting major project investments. ETE has no capital
spending requirements. All subsidiaries are financed with
subsidiary level debt facilities and aside from the potential to
provide capital with new equity or temporarily relinquishing a
portion of its IDR proceeds, ETE has no obligation to provide
liquidity to its subsidiaries.

ETE's stable outlook reflects the strong cash distribution streams
derived largely from ETP, and the quality of ETP's asset portfolio,
as well as the prospects for added diversification to cash flow as
ETE grows its asset base. A ratings upgrade could be considered if
ETP's Baa3 rating was upgraded, if overall structural complexity
was meaningfully reduced or if there is a reduction in consolidated
debt leverage. ETE's ratings could be downgraded should
consolidated leverage increase on a permanent basis to over 6x
EBITDA. Weakness in ETP's credit profile could pressure ETE's
rating, while a downgrade of ETP's Baa3 rating would prompt an ETE
rating downgrade. Furthermore, should cash distributions to ETE
become compromised through higher leverage or weakness in
distributable cash flows at partnership and subsidiary levels,
ratings could be downgraded.

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

Energy Transfer Equity, L.P. headquartered in Dallas, Texas is the
general partner of Energy Transfer Partners, L.P.


EP ENERGY: Moody's Rates New $800MM Notes 'B1', Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to EP Energy LLC's
proposed $800 million in unsecured notes due 2023, to be co-issued
by Everest Acquisition Finance Inc. At the same time, Moody's
affirmed EP Energy's Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating, and SGL-2 Speculative Grade
Liquidity Rating. Moody's also upgraded EP Energy's second-lien
debt to Ba2 from Ba3 and its unsecured notes to B1 from B2. The
rating outlook is stable. The proceeds from the proposed notes
offering will be used to fund the tender offer of EP Energy's
existing $750 million 6.875% senior secured notes due 2019 and to
repay borrowings under its revolving credit facility.

"EP Energy's proposed notes offering in itself is a debt neutral
transaction. However, the transaction helps to extend the company's
maturity profile and is also a step towards a more simplified
capital structure," commented Gretchen French, Moody's Vice
President.

Issuer: EP Energy LLC

Rating Actions:

  -- Corporate Family Rating, Affirmed at Ba3

  -- Probability of Default Rating, Affirmed at Ba3-PD

  -- Senior secured second lien term loan due 2018, upgraded to
     Ba2, LGD3 from Ba3, LGD3

  -- Senior secured second lien term loan due 2019, upgraded to
     Ba2, LGD3 from Ba3, LGD3

  -- Senior unsecured notes due 2020, upgraded to B1, LGD5 from
     B2, LGD5

  -- Senior unsecured notes due 2022, upgraded to B1, LGD5 from
     B2, LGD5

  -- Senior unsecured notes due 2023, assigned B1, LGD5

  -- Speculative Grade Liquidity Rating, Affirmed at SGL-2

  -- Outlook Remains Stable

The retirement of EP Energy's senior secured notes with unsecured
notes reduces the amount of priority debt and increased the
proportion of unsecured debt in the capital structure, resulting in
the upgrade of the senior unsecured notes to B1 from B2 and the
senior secured second lien term loans to Ba2 from Ba3. The senior
unsecured notes B1 rating reflects their contractual subordination
to the company's $2.75 billion secured revolving credit facility
and $646 million in second lien secured term loans. The unsecured
notes benefit from upstream guarantees from all material
subsidiaries. The size of the potential revolver and second lien
claims relative to the unsecured notes outstanding results in the
senior notes being notched one rating below the Ba3 CFR and the
second lien term loans being rated one notch above the Ba3 CFR
under Moody's Loss Given Default Methodology.

EP Energy's Ba3 CFR reflects its large and relatively diversified
assets across four prolific onshore oil and natural gas basins in
North America. With first quarter 2015 production of 102,421 Boe
per day and total proved reserves of 622 million Boe as of December
31, 2014, EP Energy is amongst the largest Ba3 rated exploration &
production (E&P) companies. The company benefits from over 16 years
of reserve life, with oil comprising 59% of production and 52% of
proved reserves. Offsetting its large scale, EP Energy's balance
sheet is highly leveraged. As of March 31, 2015, debt to average
daily production was more than $46,000per Boe, and is expected to
only decline to just under $44,000 in 2015. This leverage level is
more typical of low single B rated companies. Moody's believe EP
Energy's leverage will remain elevated through at least 2016 as the
company targets cash flow neutrality, at best, in the suppressed
commodity pricing climate, as it primarily focuses on developing
its Eagle Ford Shale acreage, followed by the Wolfcamp in the
Permian Basin. EP Energy's proved undeveloped ratio of 62% is high
and will require substantial investment to realize the full
potential of its asset base, subjecting the company to execution
risk. While EP Energy benefits from a strong hedge position through
2016, the company will need to significantly reduce its full-cycle
costs in order to maintain adequate returns after its hedge
positions roll-off, if the current weak commodity climate
continues.

EP Energy's SGL-2 Speculative Grade Liquidity Rating reflects a
good liquidity profile through early 2016. Moody's expect 2015's
$1.2-$1.25 billion capital budget will be neutral with cash flow
generated by operations, with any potential deficit in 2016
financed by borrowings under EP Energy's committed $2.75 billion
borrowing base ($2.75 billion commitment size as well) senior
secured revolving credit facility. Pro forma for the notes issuance
and as of March 31, 2015, EP Energy had $971 million in borrowings
and $82 million in letters of credit under the revolver, resulting
in availability of $1,697 million. The revolver matures in May 2019
and requires the company to maintain its ratio of debt to EBITDAX
below 4.5x. Moody's do not expect the covenant to restrict EP
Energy's access to its credit facility through 2016 because of EP
Energy's strong hedge position. EP Energy does face the risk of
negative redeterminations of the $2.75 billion borrowing base, but
has substantial headroom. Alternate liquidity is somewhat limited
as substantially all of EP Energy's assets are mortgaged under the
credit facility, but the company does benefit from a large
undeveloped acreage position. The next debt maturity is in 2018
when $496 million of term loans come due.

The rating outlook is stable. An upgrade would be considered if
leverage drops below $35,000 per Boe and the ratio of RCF to debt
increases above 30%. In addition, if production increases to above
125,000 Boe per day with an improving leverage trend, an upgrade
would be considered. The ratings could be downgraded if the ratio
of retained cash flow to debt falls below 20% or the ratio of debt
to average daily production approaches $50,000.

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

EP Energy LLC is an independent exploration & production company
based in Houston, Texas.


ERG INTERMEDIATE: Schedules of Assets & Debts Due by June 2
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
ERG Intermediate Holdings LLC and its debtor-affiliates until June
2, 2015, to file their schedules of assets and liabilities and
statements of financial affairs.

                       About ERG Resources

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

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

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

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

The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate
Holdings LLC appointed five creditors of the company to serve on
the official committee of unsecured creditors.


ERG INTERMEDIATE: Wants Court to Set June 30 as Claims Bar Date
---------------------------------------------------------------
ERG Intermediate Holdings LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Texas to set
June 30, 2015, as deadline for creditors to file proofs of claim.

The Debtor proposes Oct. 27, 2015, as the last day for governmental
units to file their claims.

All proofs of claim must be filed so as to be received on or before
the applicable bar
date, at these address:

a) If via first class mail:

   ERG Intermediate Holdings, LLC Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   P.O. Box 4419
   Beaverton, OR 97076-4419

b) If via messenger or overnight mail:

   ERG Intermediate Holdings, LLC Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   10300 SW Allen Blvd
   Beaverton, OR 97005

A hearing to consider approval of the Debtors' request is set for
June 1, 2015, at 1:30 p.m. (CDT) in Courtroom #3, 1100 Commerce
St., 14th Floor in Dallas, Texas.

                       About ERG Resources

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

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

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

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

The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate
Holdings LLC appointed five creditors of the company to serve on
the official committee of unsecured creditors.


FBJ REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: FBJ Real Estate, LLC
        12022 Meadowville Court
        Herndon, VA 20170

Case No.: 15-11737

Nature of Business: Farming

Chapter 11 Petition Date: May 20, 2015

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

Judge: Hon. Brian F. Kenney

Debtor's Counsel: Frank Bredimus, Esq.
                  LAW OFFICE OF FRANK BREDIMUS
                  16960 Ivandale Rd.
                  Hamilton, VA 20158
                  Tel: 571-344-2278
                  Fax: 540-751-1008
                  Email: Fbredimus@aol.com

Total Assets: $4.2 million

Total Liabilities: $1.6 million

The petition was signed by Joseph L. Bane, Jr., co-managing
member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb15-11737.pdf


FILENE'S BASEMENT: Del. Judge Rules on Former Landlord's Claims
---------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey in his April 16, 2015 Memorandum,
in the case docketed as In re: FILENE'S BASEMENT, LLC, et al.,
Chapter 11, Reorganized Debtors, CASE NO. 11-13511 (KJC) (JOINTLY
ADMINISTERED), addressed several claims by former landlord
Connecticut/DeSales LLC.

The Debtors contend that the Landlord's Claims exceed the amount
allowed by Bankruptcy Code Section 502(b)(6) for claims resulting
from the termination of a real property lease.

Judge Carey concluded that "the text of Section 502(b)(6)(A)
requires application of the 15 percent cap based on the 'time'
approach. The Landlord's claim must be recalculated accordingly."
He further concludes "that the Landlord's Abandonment Claim falls
within the Section 502(b)(6) cap and cannot be asserted as a
separate claim; however, the Landlord's Mechanic's Lien Claim does
not fall within the Section 502(b)(6) cap and may be asserted as a
separate claim."

A copy of Judge Carey's April 16, 2015 Memorandum is available at
http://is.gd/11lqXVfrom Leagle.com.  

                  About Filene's Basement, LLC

Massachusetts-based Filene's Basement, also called The Basement,
was the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco were represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.

On August 30, 2012 the Court entered the Order Confirming the
Modified Second Amended Joint Chapter 11 Plan of Reorganization of
Syms Corp. and its subsidiaries.  The Plan provides that holders of
Class 4 general unsecured claims of Filene's Basement, LLC will
receive 100% payment in cash, and holders of Class 5 lease
rejection claims of Filene's Basement, LLC will receive 75% payment
in cash.


FILTRATION GROUP: New Loan Payment Plan No Impact on Moody's CFR
----------------------------------------------------------------
Moody's Investors Service said Filtration Group's revised plan to
upsize its first-lien term loan (to approximately $735 million) to
pay down its second-lien term loan (to $55 million) has no impact
on the company's ratings, including the B2 corporate family rating
(CFR), the B1 senior secured rating and the Caa1 senior secured
second-lien term loan rating. In addition, the stable outlook is
not affected at this time.

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



FREDERICK'S OF HOLLYWOOD: Hearing on Sale of Assets Set for June 3
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has set for June 3, 2015, at 1:00 p.m. (ET) the hearing
on the sale of substantially all certain assets of Frederick's of
Hollywood, Inc., et al.

Judge Gross approved on May 6, 2015, the procedures in connection
with the sale.

A copy of the bidding procedures is available for free at:

                      http://is.gd/VFzNsT

Under the Bidding Procedures, the minimum overbid is $250,000.  The
bid deadline will be May 26, 2015, at 5:00 p.m. (prevailing Eastern
Time).  An auction to sell the Assets will be conducted on May 28,
2015, starting at 10:00 a.m. (prevailing Eastern Time).  Objections
to the sale must be filed by May 26, 2015, at 4:00 p.m. (ET).  The
proposed closing date for the sale must be no later than June 30,
2015.

Authentic Brands Group, LLC, is the stalking horse purchaser.

The DIP agent will have the right to use the DIP obligations, DIP
liens and DIP superpriority claims and the prepetition agent will
have the right to use the prepetition obligations related to the
line of credit to credit bid with respect to any bulk or piecemeal
sale of all or any portion of the DIP collateral or prepetition
collateral.

                         About Frederick's

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

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

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

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

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


GENIUS BRANDS: Transfers Corporate Headquarters to Beverly Hills
----------------------------------------------------------------
Genius Brands International, Inc. has moved its corporate
headquarters to 301 N. Canon Drive, Suite #305, Beverly Hills,
California, 90210.

                         About Genius Brands

Beverly Hills, Calif.-based Genius Brands International, Inc.,
creates and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $3.72 million in 2014, a net
loss of $7.21 million in 2013, a net loss of $2.06 million in
2012 and a net loss of $1.37 million in 2011.

As of March 31, 2015, the Company had $17.5 million in total
assets, $4.44 million in total liabilities and $13.09 million in
total equity.


GGW BRANDS: Judge Class for Founder's Arrest
--------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that U.S.
Bankruptcy Judge Fernando M. Olguin in Los Angeles is calling for
the arrest of Girls Gone Wild founder Joe Francis for failing to
turn over two luxury cars to lawyers who sold the Girls Gone Wild
name out of bankruptcy last year.

According to the report, citing court papers, Mr. Francis has
previously said that he can't return the vehicles, a 2007 Cadillac
Escalade and a 2012 Bentley Flying Spur, because a strip-club owner
in Mexico -- angry that several Girls Gone Wild promotions fell
through -- took them.

                        About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

GGW Marketing, LLC, another affiliate, filed a voluntary Chapter
11 petition on May 22, 2013, before the Bankruptcy Court for the
Central District of California (Los Angeles). The case is assigned
Case No. 13-23452.  Martin R. Barash, Esq., and Matthew Heyn,
Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles,
California, represent GGW Marketing.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.  He is
represented by David M Stern, Esq., Jonathan Mark Weiss, Esq., and
Robert J Pfister, Esq., at Klee Tuchin Bogdonaff and Stern LLP.

In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild"
video franchise and its assets for $1.83 million.  An auction set
earlier that month was canceled because there were no bids to
compete with the so-called stalking horse, who isn't affiliated
with founder Joe Francis.

U.S. Bankruptcy Judge Sandra Klein in California in March has
approved the Chapter 11 plan of liquidation proposed by trustee R.
Todd Neilson for GGW Brands, creator of the "Girls Gone Wild"
franchise.


GOLDEN COUNTY FOODS: Files for Chapter 11 to Push Through Sale
--------------------------------------------------------------
According to court documents, Golden County Foods, Inc., filed for
Chapter 11 bankruptcy on Monday to help push through a planned
sale, which requires the Company to scrap a collective bargaining
agreement.

The Company, Jim Christie at Reuters relates, has struggled with a
cash crunch and problems fulfilling a recently awarded contract.

Founded in 1991 and based in Plover, Wisconsin, Golden County
Foods, Inc., produces frozen appetizers and snacks on contract
basis.  The products include battered and breaded items, dips,
entrees, fried potato products, sides, and twice baked/stuffed
products.  Its brands include the Snapps snacks and appetizers, and
the IHOP at Home frozen breakfast products.

Golden County (Bankr. D. Del. Case No. 15-11062) and its affiliates
GCF Franchisee, Inc. (Bankr. D. Del. Case No. 15-11063) and GCF
Holdings II, Inc. (Bankr. D. Del. Case No. 15-11064) filed separate
Chapter 11 bankruptcy petitions on May 15, 2015, estimating assets
and liabilities at between $10 million and $50 million each.  The
petition was signed by Dave Wiggins, chief executive officer.

Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' counsel.  The Debtors
also hired Neligan Foley LLP as local counsel.


GULF PACKAGING: Can Employ BMC as Claims & Notice Agent
-------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, authorized Gulf
Packaging, Inc., to employ BMC Group, Inc., as noticing, claims and
solicitation agent.

The firm will charge the Debtor at these rates:

  * Noticing Management
    - Data Entry/Call Center/Admin Support    $25/45/65 per hour
    - Analysts                                $85 per hour
    - Noticing Manager                        $100 per hour

  * Claims Management
    - Claim Receipt, Processing & Docketing

                         * First 500 claims:  $2.50 per claim
                         * 501 to 999 claims: $1.50 per claim
                         * 1,000+ claims:     $1.00 per claim

    - b-Linx Database & Systems Access        $0.085 per month

  * Project Management
    - Analysts                                   $85 per hour
    - Consultants/Project Managers            $100-$145 per hour
    - Principal/Director/Expert                 $175 per hour

  * Print Mail and Noticing Services
    - Certified Electronic Noticing Service   $40 per 1000
    - Certified Fax Noticing Service          $0.15 per image

  * Document and Information Management
    - Live Operator Call Center               $45 per hour
    - Public Case Website Hosting            $250 per month WAIVED
    - Physical Document Storage         $1.45 per box/month WAIVED
    - Secure Virtual Data Room                 $6,000 WAIVED

Prior to the Petition Date, BMC received a retainer of $10,000,
some of which was applied against prepetition fees and expenses.

                       About Gulf Packaging

Formed as a Texas corporation in February 2012, Gulf Packaging Inc.
is a national distributor of packaging equipment and supplies,
which sells its product by and through several independent
entities.  GPI is a private company, with its equity held in equal
parts by the Fleck Family Partnership, LLC and CWJ Eagle, LLC
(which is affiliated with the Cutshall family).

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The case is assigned to Judge
Pamela S. Hollis.

The Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as
claims and noticing agent; and the firm of Gavin/Solmonese to
provide Edward T. Gavin as Chief Restructuring Officer.


HERCULES OFFSHORE: Files Fleet Status Report as of May 19
---------------------------------------------------------
Hercules Offshore, Inc. posted on its Website at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of May 19, 2015), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for April 2015,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/477R9O

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water         

drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules Offshore reported a net loss of $216 million in 2014,
compared with a net loss of $68.1 million in 2013.

As of March 31, 2015, the Company had $1.93 billion in total
assets, $1.37 billion in total liabilities and $559 million in
stockholders' equity.

                           *     *     *

The TCR reported in March 2015 that Moody's Investors Service
downgraded Hercules Offshore, Inc.'s Corporate Family Rating to
Caa2 from B2.  The Caa2 Corporate Family Rating (CFR) reflects the
company's contract roll-off and sparse contract coverage through
the June 2016, its aging fleet, and the projection for a
deterioration of its liquidity position.

As reported by the TCR on March 2, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'CCC+' from 'B-'.

"The downgrade reflects our expectation of deteriorating liquidity
over the next year, as well as the company's escalating debt
leverage," said Standard & Poor's credit analyst Stephen Scovotti.


HIDDEN VALLEY APARTMENTS: Case Summary & 5 Top Unsec. Creditors
---------------------------------------------------------------
Debtor: Hidden Valley Apartments
        945 Cleveland Street
        Pulaski, TN 38478

Case No.: 15-03469

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Middle District of Tennessee (Columbia)

Judge: Hon. Randal S Mashburn

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $2.58 million

Total Liabilities: $1.42 million

The petition was signed by Elaina V. Johnson, managing general
partner.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnmb15-03469.pdf


HOCHHEIM PRAIRIE: S&P Alters Outlook to Stable & Affirms 'B+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its outlook
on Hochheim Prairie Farm Mutual Insurance Assoc. and its subsidiary
Hochheim Prairie Casualty Insurance Co. (collectively Hochheim) to
stable from negative.  At the same time, S&P affirmed its 'B+'
financial strength and long-term counterparty credit rating on
Hochheim.

"The outlook revision is based on our view that Hochheim's growth
in surplus in the second half of 2014, nonrenewal of unprofitable
business, purchase of additional excess catastrophe reinsurance
agreement, and purchase of an aggregate cover program to reduce
some of Hochheim's frequency risk, are likely to stabilize the
company's capital and earnings.  As a result, we expect the company
to maintain its capital at the upper adequate redundancy level and
reduce the likelihood of adverse regulatory actions," said Standard
& Poor's credit analyst Adrian Nusaputra.

The outlook is stable.  Although the company's exposure to man-made
and natural catastrophes will continue to restrict its ability to
grow its capital, S&P expects its current reinsurance program and
strategic moves to clean up its book of business to keep capital at
the upper adequate level during the next 12 months.

S&P may lower its rating during the next 12 months if these occur:

   -- The company incurs substantial losses that would result in a

      further deterioration of capital;

   -- The Texas Department of Insurance initiates adverse
      regulatory actions;

   -- The company cannot purchase adequate reinsurance, which
      would further expose its capital to deterioration from large

      losses during the 2016 renewal cycle.

S&P is unlikely to raise the rating during the next 12 months.
However, in the longer term, S&P may consider raising the rating
if:

   -- The company continues to increase its surplus to be
      redundant to a level above the upper-adequate level;

   -- Hochheim sustains improved operating performance.



HOLY HILL: Hearing Today on Bid to Extend Removal Period
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California is
set to hold a hearing on May 22 to consider the request of Holy
Hill Community Church's bankruptcy trustee to extend the deadline
to remove lawsuits to August 31.

                          About Holy Hill

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities as
a protestant Christian church, disclosed $35.4 million in total
assets and $16.7 million in total liabilities.

John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


HUTCHESON MEDICAL: Can Use Cash Collateral on Interim Basis
-----------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia issued an interim order authorizing
Hutcheson Medical Center Inc. and Hutcheson Medical Division Inc.
to use cash collateral of Regions Bank and U.S. Foods Inc. pursuant
to a budget.

The Debtors told the Court they have an ongoing need for the use of
cash collateral to operate their business and maximize their
prospects for a successful reorganization.  Access to sufficient
working capital and liquidity through the use of the cash
collateral, the Debtors explained, is vital to the preservation and
maintenance of the going concern value of the Debtors.  Absent the
continued interim use of the cash collateral, the Debtors will not
have sufficient sources of working capital to continue as a
community based, acute care provider of essential medical services
and maintain the value of their assets.

The Debtor said, without the continued use of cash collateral,
serious and irreparable harm could result not only to their
operations, but to the very persons who depend upon their services,
including, but not limited to, their underserved patient
population.

As of the Debtors' bankruptcy filing, Regions Bank asserted more
than $26 million including principal, interest, attorneys' fees and
other charges allowed under the financing documents against the
Debtors.  U.S. Foods asserted $265,000 against the Debtors.

The Debtors will provide adequate protection of the liens and
security interests of the secured parties for any diminution in the
value of their respective interests in the prepetition collateral
resulting from, among other things, use of Cash Collateral, the
subordination to the carve out.

A final hearing was set for May 11, 2015, to consider final
approval to access the secured parties' cash collateral.

a full-text copy of the budget is available for free at
http://is.gd/We3sSD

                  About Hutcheson Medical Center

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

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

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

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

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

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

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


IMPERIAL METALS: S&P Lowers CCR to 'CCC', on CreditWatch Developing
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it downgraded
Vancouver-based Imperial Metals Corp. to 'CCC' from 'CCC+', and
placed the company on CreditWatch with developing implications.

"The downgrade follows the company's announcement that it will not
meet the June 1 date for completion of its Red Chris mine, which is
required under the terms of the company's senior secured credit
facility," said Standard & Poor's credit analyst Jarrett Bilous.

Due to production slowdowns related to temporarily reduced water
supply, the company expects it will take additional time for the
mine to achieve consistent design levels of throughput and
production.  As a result, S&P believes Imperial Metals will require
a waiver or extension of the date to complete the mine beyond June
1.

The CreditWatch developing status reflects the potential for an
upgrade if the company receives a waiver or extension, along with
improving prospects for the completion of the Red Chris mine, and
potential for a downgrade in the absence of a waiver or extension,
or continuing Red Chris completion delays.

If Imperial Metals cannot obtain a waiver, S&P could lower the
ratings further leading to a potential default.  S&P understands
that the facility is fully drawn, and Imperial Metals would not
have sufficient funds to repay the loan, if required in the near
term.  S&P is uncertain if the company will receive a notice of
default from its senior secured lenders in absence of a waiver or
extension, or if the Red Chris mine will return to production
levels required under the terms of the agreement.  As such, S&P
envisions a specific default scenario over the next 12 months,
which is consistent with S&P's criteria for issuers we rate 'CCC'.


Imperial Metals announced on May 19, 2015, that it expects to enter
into a C$30 million six-month unsecured loan agreement with a
subsidiary owned by its largest shareholder.  In addition, the
company expects to raise C$80 million from a rights issue for units
composed of a combination of common shares and convertible
debentures, in part to repay the proposed loan.  However, the
rights offering is contingent on receipt of the waiver or
extension.  In S&P's view, this should provide sufficient liquidity
to fund costs associated with the Red Chris mine ramp-up, remaining
estimated remediation cost of the tailings dam breach at the Mount
Polley mine, and other operating expenditures over the next 12
months, assuming the senior secured credit facility is not called.


The CreditWatch developing placement reflects the high likelihood
that S&P could raise or lower the ratings on Imperial Metals within
90 days.  An upgrade could result from the company receiving a
waiver or extension under its secured credit facility, along with
improving prospects for the completion of the Red Chris mine.  In
this scenario, S&P would expect the waiver or extension to cover a
period of at least the next several months.

A downgrade could result if the company does not receive a waiver
or extension within the next 90 days, which S&P believes would
increase the potential that Imperial Metals' lenders will file a
notice of default, or protracted Red Chris completion delays.



INSTITUTO MEDICO: Plan Confirmation Hearing Continued to June 16
----------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico issued an ordeer continuing to June
16, 2015, at 10:00 a.m., the hearing to consider confirmation of
the Chapter 11 plan of reorganization of Instituto Medico Del Norte
Inc.

                             The Plan

As reported in the Troubled Company Reporter, under the Plan, the
Debtor will effect payment of all Allowed Administrative Expense
Claims, Priority Tax Claims, Oriental Bank's Secured Claim and
General Unsecured Claims with the available funds originating from
Debtor's operations and the collection of Debtor's accounts
receivable.

Oriental Bank objected to the Debtor's plan because the Debtor is
reducing from $75,069 to $38,867 the monthly payment to the bank
for a period of five years with a balloon payment at the end of the
duration of the plan.  Nonetheless, the management team for debtor
remains intact as well as their executive compensation under the
proposed plan.

According to the bank, the Compensation to the three executive
insiders is significant.  Specifically, in the three last monthly
reports the persons are identified by name, position and monthly
compensation.  The monthly compensation for Maria Vazquez Pabon is
$18,156 (December 2014) to $4,414 (February 2015); Eduarda Pabon
Torres is $77,004 to $48,664; and for Jose Pabon Quiñones is
$52,381 to $29,337.

The bank retained as counsel:

  William Santiago-Sastre, Esq.
  DE DIEGO LAW OFFICES, PSC
  PO Box 79552
  Carolina, PR 00984-9552
  Tel: 787-622-3939
  Fax: 787- 622-3941
  Email: wssbankruptcy@gmail.com

                      About Instituto Medico

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

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

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

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


INSTIUTO MEDICO: Drops Bid to Hire Robert Roth as Special Counsel
-----------------------------------------------------------------
U.S. Bankruptcy Judge Enrique S. Lamoutte Inclan authorized
Instituto Medico Del Norte Inc., to withdraw its application to
employ Robert Roth and the Law Firm of Hooper, Lundy & Bookman,
P.C., as special counsel.

Guy G. Gebhardt, the Acting U.S. Trustee for Region 21, conveyed
objections to the Debtor's latest application to employ Mr. Roth.

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

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

                      U.S. Trustee Objection

The U.S. Trustee objected to the compensation provisions of the
second application that attempts to establish that any fee or
retainer disbursed will be regarded as non-refundable; earned upon
receipt, not to be property of the estate and not applied to
interim billing.

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

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

                      About Instituto Medico

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

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

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

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



INVENTIV HEALTH: Moody's Affirms 'Caa1' CFR, Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 Corporate Family Rating
and Caa1-PD Probability of Default Rating of inVentiv Health, Inc.
as well as all of the instrument ratings. Moody's also affirmed the
Speculative Grade Liquidity Rating of SGL-3, signifying adequate
liquidity over the next 12 months. Concurrently, Moody's changed
the rating outlook to stable from negative.

The stabilization of the outlook reflects several consecutive
quarters of year-over-year revenue and earnings growth and Moody's
view that continued growth should be supported by favorable
industry tailwinds. The stable outlook is also supported by Moody's
view that, because of earnings growth and interest that is
Paid-in-Kind (PIK) on the Junior Lien notes, inVentiv should
generate generally break-even free cash flow for the next 12
months. InVentiv's first significant debt maturity is January 2018,
giving the company some time to improve its fundamental operating
performance and address its highly leveraged capital structure.

Moody's affirmed the following ratings of inVentiv Health, Inc.:

  -- Corporate Family Rating, at Caa1

  -- Probability of Default Rating, at Caa1-PD

  -- 1st lien senior secured Term Loans, at B2 (LGD2) from (LGD3)

  -- 1st lien senior secured Notes, at B2 (LGD2) from (LGD3)

  -- Junior Lien PIK Toggle notes, at Caa2 (LGD5)

  -- Senior unsecured notes, at Caa3 (LGD6) from (LGD5)

  -- Speculative Grade Liquidity Rating, at SGL-3

  -- The outlook was changed to stable from negative.

The Caa1 rating reflects inVentiv's very high leverage, history of
negative free cash flow and significant interest burden which will
make a default event likely if the company does not significantly
improve its EBITDA performance well ahead of 2018, when all of the
company's debt matures. Adjusted debt to EBITDA approximated 10x
for the twelve months ended March 31, 2015. The rating is supported
by positive trends in the industry, particularly in the late stage
clinical business (approximately 48% of total net revenue), which
could aid EBITDA growth for inVentiv; and the company's significant
size and diversity of service offerings. Further supporting the
ratings is Moody's expectation for adequate liquidity over the next
12 months which is aided by the company's ability to PIK roughly
$60 million of interest -- as well as the equity sponsor's
demonstrated willingness to contribute incremental capital to
inVentiv.

Moody's could downgrade the ratings if liquidity weakens or if
failure to meaningfully improve operating performance over the next
12-24 months increases the rating agency's concerns about the
company's ability to refinance its debt.

The ratings could be upgraded if the company is able to sustain
strong EBITDA growth, such that adjusted debt to EBITDA is expected
to be sustained below 7.5 times. An upgrade would also require the
expectation of good liquidity including a favorable maturity
profile.

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

inVentiv, headquartered in Burlington, Massachusetts, is a provider
of outsourced services to the pharmaceutical, life sciences and
healthcare industries. inVentiv provides a broad range of clinical
development, communications and commercialization services to
clients to assist in the development and commercialization of
pharmaceutical products and medical devices. For the twelve months
ended March 31, 2015, the company reported approximately $1.8
billion in net revenues. InVentiv is owned by Thomas H. Lee
Partners and Liberty Lane Partners.


ITALICS MERGER: Moody's Assigns 'B3' CFR, Outlook Positive
----------------------------------------------------------
Moody's Investors Service assigned to Italics Merger Sub Inc.,
which will be merged into Informatica Corporation, a first-time B3
Corporate Family Rating and a B3-PD Probability of Default Rating.
Moody's also assigned a B2 rating to Informatica's proposed first
lien credit facilities comprising a $150 million revolving credit
facility and a $1.875 billion term loan facility, and a Caa2 rating
to the company's proposed $750 million of senior unsecured notes.
The outlook for the ratings is positive. The proceeds from the new
debt issuance along with approximately $2.5 billion of equity will
be used to finance the acquisition of Informatica by a company
controlled by funds advised by Permira Advisers LLC and Canada
Pension Plan Investment Board for approximately $5.3 billion in an
all-cash transaction.

The B3 CFR is primarily characterized by Informatica's very high
pro forma financial leverage, which Moody's expects to remain
elevated over the next 12 to 24 months despite solid revenue growth
prospects. Total debt to EBITDA at the close of the acquisition
will be over 9x (incorporating Moody's standard analytical
adjustments, including stock-based compensation expense that adds
about 1.6x to leverage and before adding planned cost savings).
Moody's expects total debt to EBITDA to decline by over 1x over the
next 12 to 18 months through good organic EBITDA growth and
operating cost savings. The planned cost savings represent about 8%
of the cash operating costs, and in Moody's view, are achievable,
but will be realized over the next 12 to 18 months. However, the
costs to achieve operating cost savings will dampen free cash flow
in the interim.

Moody's analyst Raj Joshi said, "Despite its elevated financial
risk profile, Informatica's strong prospective revenue growth in
the high single digits, good operating scale, and market leading
products in multiple adjacent data integration software markets
differentiate the company relative to its similarly rated peers.
Informatica's good track record of developing new products and a
large installed base of over 5,800 licensed users support the
company's credit profile." He added, "At the same time,
Informatica's elevated financial risk profile affords limited room
for missteps while the company is undergoing product transition as
the on-premise software license growth is slowing, subscription
revenues are accelerating albeit from a smaller scale, and growth
in unstructured data and cloud computing will represent new
opportunities as well as risks." Informatica competes in its highly
competitive markets with diversified enterprise software vendors
such as IBM, Oracle and SAS, as well as internally developed
solutions used by its potential customers.

The positive ratings outlook reflects Moody's expectations for
revenue growth in the high single digit percentages, with some
upside if the company's new products experience fast customer
adoption. Moody's expects total debt to EBITDA to decline by over
1x over the next 12 months.

Moody's could raise Informatica's ratings if the company achieves
or outperforms revenue and earnings growth expectations and reduces
debt from its free cash flow such that total debt to EBITDA could
be sustained below 7x and free cash flow to total debt exceeds 5%.

Informatica's ratings could be downgraded if liquidity materially
deteriorates or revenue and profit growth stalls.

Moody's has assigned the following ratings:

Issuer: Italics Merger Sub Inc. (Informatica)

  -- Corporate Family Rating -- B3

  -- Probability of Default Rating -- B3-PD

  -- $150 million Senior Secured Revolving Credit Facility -- B2
     (LGD3)

  -- $1,875 million Senior Secured Term Loan B -- B2 (LGD3)

  -- $750 million Senior Unsecured Notes -- Caa2 (LGD5)

Outlook Actions:

Issuer: Italics Merger Sub Inc.

  -- Outlook, Positive

With about $1.06 billion of revenues, Informatica Corporation is
the leading independent provider of enterprise data integration
software and services.

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.


KARMALOOP INC: Comvest, CapX Acquire Businesses
-----------------------------------------------
Boston-based Karmaloop, Inc., a 15-year-old online retailer
specializing in streetwear, action sports and music-inspired
clothing, on May 21 disclosed that Comvest Partners, West Palm
Beach, and CapX Partners, Chicago, are acquiring all of Karmaloop's
businesses, including Karmaloop.com, PLNDR, Kazbah and Karmaloop
Europe and investing significant growth capital into the business.
Comvest and CapX will acquire the Company as part of the Company's
voluntary chapter 11 bankruptcy case pending in the United States
Bankruptcy Court for the District of Delaware.

Comvest and CapX served as the stalking horse bidder at the
inception of the bankruptcy sale process, which ultimately proved
to be the prevailing bid.  Comvest and CapX also previously
provided debtor-in-possession financing to the Company to support
the Company's bankruptcy case and sale process.  Comvest and CapX's
winning bid was approved on May 21 by the U.S. Bankruptcy Court for
the District of Delaware paving the way toward a closing of the
sale in early June.  Under the terms of the Asset and Purchase
Agreement, Comvest and CapX will acquire substantially all of
Karmaloop's assets and assume certain trade and other obligations.

Comvest Partner, Robert O'Sullivan, said, "We're excited to enter
into this new chapter of the Karmaloop story.  We've been involved
with the Company since 2012 and are big believers in the brand's
power and potential. As such, we're delighted that the process now
allows us to deepen our relationship with the brand.  We've already
invested nearly $3 million in DIP financing during the bankruptcy
process, and are investing millions more as part of the
acquisition.  With ample capital for growth and a debt-free balance
sheet, Karmaloop is going to have a fantastic future.  The loyal,
dedicated Karmaloop customer base will see, over the coming months,
new initiatives dedicated to forging a strategic growth path while
retaining and building on the essence of the Karmaloop brand."

Karmaloop founder/CEO Greg Selkoe will transition his role to a new
CEO, who will be announced next week.  Mr. Selkoe will remain with
the Company in an advisory role.

According to Mr. O'Sullivan, "Stay tuned for additional Karmaloop
news soon.  We anticipate sharing leadership news next week, and we
will also begin rolling out exciting new initiatives that will
respond to and support our customers' and business partners'
evolving needs.  We want to sincerely thank all of the employees,
vendors and customers who have worked incredibly hard to maintain
the business under difficult circumstances and have helped us
understand what a truly unique asset it is.  We look forward to
working with all of them to restore the business to its former
glory and beyond."

The restructuring and new funding will eliminate existing debt that
was incurred to support the launch of four new business divisions
and the development of television content between 2011 and 2013.
Over time, these ventures proved to be economically unviable and
the debt that remained as a vestige of these past efforts hindered
working capital for the core business.  The main property,
Karmaloop.com, has continued to thrive with close to four million
unique visitors each month.  

                    About Comvest Partners

Comvest Partners is a private investment firm providing equity and
debt capital to middle-market companies across the U.S. With over
$2.1 billion of assets under management, the firm includes
seasoned, senior level operating executives who partner with
management and entrepreneurs to grow businesses and create
long-term value.  Since 2000, Comvest has invested more than $1.6
billion of capital in over 135 public and private companies.

                       About CapX Partners

Founded in 1999, CapX Partners -- http://www.capxpartners.com-- is
a specialty finance company that focuses on private equity and
venture backed portfolio companies looking for debt financing in
the $2-$20 million range.  CapX provides senior and mezzanine debt
including lease lines and favors manufacturing, distribution,
technology, energy and healthcare industries with an emphasis on
revenue producing fixed assets.

                      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.


KIOR INC: DIP Facility Termination Date Extended Until June 30
--------------------------------------------------------------
KiOR, Inc., won approval of a first amendment of its
debtor-in-possession financing facility with Pasadena Investments
LLC, as administrative agent for a consortium of lenders, as
modified.

The amendment provides for among other things:

   i) increase the incremental term loans available under the DIP
Facility to an aggregate principal amount not to exceed $20,400,000
at any time outstanding;

  ii) extends the outside maturity date to June 30, 2015;

iii) revises the budget covenants to provide for monthly rather
than weekly reporting; and

  iv) extends certain transactions process deadlines.

The amendment also provides that clause (i) of Paragraph 2(f)(xvi)
of the final DIP order is amended to read, "(i) the deadline for
entry of the confirmation order will be June 10, 2015, and the
deadline for the "Effective date" of a Chapter 11 plan will be June
30, 2015."

Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A.,
certified that the Debtor, the DIP Agent and the MDA (Mississippi
Development Authority) prepared the proposed form of a final order,
approving and authorizing the Debtor to perform under the proposed
amendment to the DIP Credit Agreement on a final basis.

                          About KiOR Inc.

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

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

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

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

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

                           *     *     *

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on June 3, 2015, at
10:00 a.m. (EDT), to consider confirmation of Kior's
reorganization plan.  Judge Sontchi approved the disclosure
statement explaining the Plan on April 9.

The Plan provides for secured lenders including Sun Microsystems
founder Vinod Khosla's Khosla Ventures III LP to own the
reorganized business in exchange for $29 million in bankruptcy
financing and some of the secured debt they hold.  Unsecured
creditors will split the $100,000 to be provided to a liquidating
trust.  Continuing suppliers will receive 50 percent.



LANGERMANN'S OF BALTIMORE: Case Summary & 20 Top Unsec. Creditors
-----------------------------------------------------------------
Debtor: Langermann's of Baltimore, LLC
        2400 Boston Street
        Baltimore, MD 21224

Case No.: 15-17199

Chapter 11 Petition Date: May 20, 2015

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

Judge: Hon. David E. Rice

Debtor's Counsel: Stephen L. Prevas, Esq.
                  PREVAS AND PREVAS
                  American Bldg., Ste. 702
                  231 E. Baltimore St.
                  Baltimore, MD 21202
                  Tel: (410) 752-2340
                  Fax: (410) 332-0474
                  Email: prevasandprevas@verizon.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Lasker, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-17199.pdf


LEHMAN BROTHERS: Sues Over Soured Old Mortgage Loans
----------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported that
Lehman Brothers Holdings Inc. is suing three financial institutions
over bundles of soured old mortgage loans, calling claims that
Lehman owes hundreds of millions of dollars "grossly exaggerated
and baseless."

According to the report, in a May 20 filing with U.S. Bankruptcy
Court in Manhattan, Lehman asked a judge to disallow "duplicate"
claims filed by units of Syncora Holdings Ltd. and U.S. Bancorp.
The third party named in the suit is GreenPoint Mortgage Funding
Inc., which made the loans in the first place and is being sued by
U.S. Bank and Syncora in a separate proceeding over the same
issues, the report related.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LESLIE ACEVEDO: Court Narrows Claims in Suit Against Wells Fargo
----------------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman granted the defendants' motion
to dismiss as to all but one of the counts in the complaint in the
case captioned LESLIE A. ACEVEDO Plaintiff, v. WELLS FARGO BANK,
N.A., AS TRUSTEE FOR OPTION ONE MORTGAGE LOAN TRUST 2007-FXD1
ASSET-BACKED CERTIFICATES, SERIES 2007-FXD1, SPECIALIZED LOAN
SERVICING LLC, AND SPECIALIZED ASSET MANAGEMENT, LLC. Defendants,
Adv. Proc. No. 11-04129 (Bankr. D. Mass.)

In partially granting the defendants' motion to dismiss in this
adversary proceeding, Judge Hoffman held that collateral estoppel
precludes Ms. Acevedo from re-litigating her claims related to
Wells Fargo's mortgage on the Thenius Street property and the
validity of its foreclosure of that mortgage.  Consequently, counts
II and IV of the complaint do not state plausible claims for
relief.

Judge Hoffman, however, did not dismiss count I of Ms. Acevedo's
complaint.  He stated that it is plausible that defendant
Specialized Loan Servicing LLS (SLS) may have violated the
automatic stay in effect as a result of Ms. Acevedo's bankruptcy by
sending a post-foreclosure letter to her insurance carrier.

A copy of the April 21, 2015 memorandum is available at
http://is.gd/7v730tfrom Leagle.com.

Laird J. Heal, Esq., Worcester, MA., for the plaintiff.

Hale Yazicioglu, Esq. -- hyazicioglu@hinshawlaw.com , Hinshaw &
Culbertson LLP, Boston, MA, for the defendants.

                     About Leslie A. Acevedo

Leslie A. Acevedo filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
10-43723) on July 26, 2010.  A copy of the petition is available at
http://bankrupt.com/misc/mab10-43723.pdf


MATAGORDA ISLAND: Case Converted to Chapter 7 Liquidation
---------------------------------------------------------

The U.S. Bankruptcy Court converted the Chapter 11 case of
Matagorda Island Gas Operations, LLC, to one under Chapter 7 of the
Bankruptcy Code despite objections by the Debtor.

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

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

Stallion Offshore Quarters, Inc., a creditor, supported the U.S.
Trustee's motion to convert case.  Shamrock Energy Solutions also
supported the U.S. Trustee's motion, but said that it would be in
the best interest of all creditors if the case were converted to a
Chapter 7 and not dismissed.

                      About Matagorda Island

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



MCJUNKIN RED: Moody's Says $363MM Stock Issue is Credit Positive
----------------------------------------------------------------
McJunkin Red Man Corporation's (MRC Global) proposed issuance of
$363 million perpetual preferred stock (which Moody's treats as
equity) and the use of proceeds to pay down debt is credit
positive. This transaction will enhance MRC's liquidity and enable
it to maintain credit metrics that support its current rating
despite a significant decline in operating earnings in the near
term.

MRC Global carries B1 LT Corporate Family Rating.

McJunkin Red Man Corporation (MRC) is a global distributor of
pipes, valves, and fittings (PVF) and related products and services
to the energy industry across each of the upstream (exploration,
production and extraction of underground oil and gas), midstream
(gathering and transmission of oil and gas, gas utilities, and the
storage and distribution of oil and gas) and downstream (crude oil
refining, petrochemical processing and general industrial) sectors.
The company operates out of approximately 235 branch locations, 123
third-party pipe yards, 34 valve automation service centers and 17
distribution centers located in the principal industrial,
hydrocarbon producing and refining areas of the United States,
Canada, Europe, Asia and Australia. The company is headquartered in
Houston, Texas and generated revenues of about $5.9 billion for the
12 month period ended March 31, 2015.



MEDICAL ALARM: Needs More Time to File March 31 Form 10-Q
---------------------------------------------------------
Medical Alarm Concepts, Inc., was unable to file its quarterly
report on Form 10-Q for the period ended March 31, 2015.  The
Company said additional time is needed for it to compile and
analyze supporting documentation in order to complete the Form 10-Q
and in order to permit the Company's independent registered public
accounting firm to complete its review of the unaudited condensed
consolidated financial statements included in the Form 10-Q.  The
Company intends to file the Form 10-Q for the quarter ended March
31, 2015, no later than the fifth calendar date following the
proscribed due date.

                        About Medical Alarm

King of Prussia, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

Medical Alarm reported net income of $225,000 on $1.15 million of
revenue for the year ended June 30, 2014, compared to net income
of $3.18 million on $573,000 million of revenue during the prior
year.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.  The independent auditors noted
that the Company had working capital deficit of $636,000, a
stockholders' deficit of $2.036 million, did not generate cash
from its operations, and had operating loss for past two years.  
These circumstances, among others, raise substantial doubt about
the Company's ability to continue as a going concern, according
to the auditors.


MF GLOBAL: Investors Seek Final Approval of $74-Mil. Settlement
---------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported that
MF Global Holdings Ltd. investors are seeking final approval of a
$74 million settlement stemming from their lawsuit against several
financial institutions.

According to the report, in a May 15 filing with U.S. District
Court in Manhattan, lawyers for the plaintiffs urged a judge to
approve the settlement, calling it "very favorable in light of the
risks of continued litigation."

The institutions, including units of Goldman Sachs Group Inc., J.P.
Morgan Chase & Co. and Citigroup Inc., served as underwriters for
the sale of MF Global's stocks and bonds before its collapse, the
Journal related.  The deal, which has already received preliminary
approval, "dismisses and releases" all claims against them, the
report further related.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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

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


MINT LEASING: Amends 2014 Third Quarter Financial Statements
------------------------------------------------------------
The Mint Leasing, Inc., filed on Nov. 18, 2014, its quarterly
report on Form 10-Q for the three and nine months ended Sept. 30,
2014.  The Original Form 10-Q disclosed the Company's consummation
of the transactions contemplated by a Sept. 23, 2014, Share
Exchange Agreement with Investment Capital Fund Group, LLC Series
20, a Delaware limited liability company, organized as a Delaware
Series Business Unit and the sole shareholder of ICFG, Sunset
Brands, Inc..  Specifically, it disclosed that pursuant to the
Exchange Agreement, the Company acquired 100% of the issued and
outstanding voting shares and 99% of the issued and outstanding
non-voting shares of ICFG in exchange for 62,678,872 shares of
restricted common stock.  

ICFG owned 52 Gem Assets - "52 Sapphires from the King and Crown of
Thrones collection", which have a total carat weight of 3,925.17.
The Original Form 10-Q also included an asset impairment charge of
$10,028,620 based on the Company's recognition of the book value of
the Gemstones of $0 as of
Sept. 23, 2014, compared to the consideration given of $10,028,620
on Sept. 23, 2014.  

Subsequently in March 2015, the parties to the Exchange Agreement
entered into a Mutual Rescission and Release Agreement, which had
an effective date of Dec. 31, 2014, and rescinded the Exchange
Agreement and the transactions undertaken thereby in its entirety.

As a result, the Company amended the Original Form 10-Q to account
for the reversal of the transaction based on the rescission
agreement undertaken pursuant to the Exchange Agreement.

As restated, Mint Leasing reported a net loss of $2.39 million on
$1.41 million of total revenues for the three months ending
Sept.30, 2014, as compared with a net loss of $12.42 million on
$1.41 million of total revenues as previously reported.

For the nine months ended Sept. 30, 2014, the Company reported a
restated net loss of $5.31 million on $5.66 million of total
revenues compared to a net loss of $15.34 million on $5.66 million
of total revenues as originally reported.

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

                       http://is.gd/wXucMt

                        About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.

Mint Leasing reported a net loss of $3.08 million in 2014,
following net income of $3.22 million in 2013.  As of Dec. 31,
2014, the Company had $15.2 million in total assets, $13.7 million
in total liabilities, and $1.56 million in total stockholders'
equity.


MORGAN STANLEY: Fitch Raises Rating on Preferred Stock to 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded Morgan Stanley's (MS) Viability Rating
(VR) to 'a' from 'a-'.  At the same time, Fitch has affirmed MS's
Long-Term and Short-Term Issuer Default Ratings (IDR) at 'A'/'F1',
respectively.  The Outlooks for the Long-Term IDRs are Stable.

MS's Long-Term IDR is now driven by its VR.  The upgrade of MS's
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 MS 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 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
efficient 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 MS's VR to 'a' from 'a-' reflects MS's continued
successful execution on its business model evolution towards a
balance between wealth management, capital markets and investment
management activities, resulting in improved earnings
diversification and stability.

Furthermore, Fitch notes that within MS's wealth management
segment, management has been successful in migrating the business
away from more transactional commission based revenue and towards
recurring fee-based revenue, which Fitch believes adds some
additional durability and balance to both the segment and the
company's earnings profile.

What's more, while MS's wealth management pre-tax margin is below
that of some larger peers -- which routinely have pre-tax margins
of approximately 30% -- Fitch believes that MS's wealth management
pre-tax margin has the potential to further improve to the extent
that MS is able to further improve its net interest income (NII)
from banking activities attributable to the wealth management
business.  The company achieved a wealth management pre-tax margin
of 22% in 1Q15, which is ahead of its stated targets of 22% - 25%
by the end of 2015.

Further supporting the upgrade of the VR is continued reductions in
risk-weighted assets (RWA), the maintenance of higher than peer
average capital ratios, and ongoing enhancements to the company's
overall risk management.

Further upward momentum in MS's VR primarily remains constrained by
MS's wholesale funding risks.  On balance, Fitch believes that
Morgan Stanley is more vulnerable to funding and rollover risks
than a number of GTUB peers as it is primarily wholesale funded.

While Fitch would note that MS has reduced its reliance on
unsecured Short-Term funding to minimal levels with no reliance on
commercial paper or 2a-7 funds, deposit funding remains a
relatively moderate portion of the company's overall funding mix.

The VRs remain equalized between MS and its material operating
subsidiaries.  The common VR of MS and its operating companies
reflects the correlated performance, or failure rate between the MS
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 MS's Long-Term IDR to reflect Fitch's belief that the
U.S. SPE resolution regime, the likely implementation of 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's 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,
MS had hybrid and senior debt as a percent of risk-weighted assets
(RWA) of above 20%, more than its Pillar 1 capital requirement.

The 'F1' Short-Term IDRs of MS's bank subsidiaries are at the lower
of two potential Short-Term IDRs mapping to an 'A' Long-Term IDR on
Fitch's rating scale to reflect a greater reliance on wholesale
funding than more retail focused banks.  MS's 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

After the upgrade, Fitch considers MS's VR to be solidly situated
at current levels.

However, to the extent that the company is able to further improve
the stability of its earnings profile and further reduce its
reliance on wholesale funding all while maintaining above
peer-level capital ratios there could be some longer-term upside to
the company's ratings.

While not expected, there remain several potential downside risks
to ratings.  These include any difficulty the company has in
complying with the ever increasing and evolving regulatory
requirements, any large and/or unforeseen losses from either
litigation or a risk management failure, or the inability to
generate consistent Long-Term returns on equity in excess of their
cost of capital .

MS' Long-Term IDR and senior debt are equalized with the VR at the
holding company, and notched up by one notch from the VR at the
material operating companies.  Thus ratings would be sensitive to
any changes in MS' 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 MS 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 MS 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 MS reflecting the
potential for subordinated creditors in the operating companies to
be exposed to loss ahead of senior creditors in MS.  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 Morgan Stanley Bank, N.A.'s (MSB) deposit ratings is
based on the upgrade of its IDRs.  Deposit ratings are one notch
higher than senior debt ratings reflecting the deposits' superior
recovery prospects in case of default given depositor preference in
the U.S.  MS'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.

The rating actions are:

Morgan Stanley
   -- Long-Term IDR affirmed at 'A'; Outlook Stable;
   -- Long-Term senior debt affirmed at 'A';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Commercial paper affirmed at 'F1';
   -- Market linked securities affirmed at 'Aemr';
   -- VR upgraded to 'a' from 'a-';
   -- Subordinated debt upgraded to 'A-' from 'BBB+';
   -- Preferred stock upgraded to 'BB+' from 'BB';
   -- Support downgraded to '5' from '1';
   -- Support floor revised to 'NF' from 'A'.

Morgan Stanley Bank N.A.
   -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook Stable;
   -- Long-Term Deposits upgraded to 'AA-' from 'A+';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term Deposits upgraded to 'F1+' from 'F1';
   -- Support affirmed at '1'.

Morgan Stanley Canada Ltd
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Commercial paper affirmed at 'F1'.

Morgan Stanley International Finance SA
   -- Short-Term debt affirmed at 'F1'.

Morgan Stanley Secured Financing LLC
   -- Long-Term senior debt affirmed at 'A';
   -- Short-Term debt affirmed at 'F1'.

Morgan Stanley Capital Trust III-VIII
   -- Preferred stock upgraded to 'BBB-' from 'BB+'.

Fitch has affirmed and withdrawn the following ratings because they
are no longer considered by Fitch to be relevant for our rating
coverage, because as part of MS's group restructuring the below
entities have transferred almost all of their business to other
group entities.

Morgan Stanley Australia Finance Ltd
   -- Long-Term IDR at 'A'; Stable Outlook;
   -- Short-Term IDR at 'F1';
   -- Short-Term debt at 'F1'
   -- Long-Term senior debt at 'A';

Bank Morgan Stanley AG
   -- Long-Term IDR at 'A'; Stable Outlook;
   -- Short-Term IDR at 'F1';
   -- Support at '1'.



MORGANS HOTEL: Interim CEO Quits; Howard Lorber Named Chairman
--------------------------------------------------------------
Morgans Hotel Group Co. announced that Jason T. Kalisman has
resigned as interim chief executive officer of the Company to spend
more time on personal matters, effective May 19, 2015, and he will
remain a member of the Board.  

Howard M. Lorber, veteran real estate investor and member of
Morgans Board, has been named Chairman.  The Board intends to
continue its CEO search and in the interim, Richard Szymanski,
chief financial officer, will temporarily assume the duties of the
principal executive officer for securities law reporting purposes.

"On behalf of the entire Board, I want to thank Jason for his past
contributions and for his continuation as a director of the
Company," commented Mr. Lorber.  "Going forward, we will continue
to build on our operational momentum and complete the strategic
alternatives process in a timely manner."

"After careful consideration and discussions with the Board, I have
decided it is in the best interests of the Company to resign from
my position as interim CEO to attend to personal obligations," said
Mr. Kalisman.  "I am incredibly proud of what we achieved during my
time as CEO at Morgans and did not want my obligations to inhibit
the strategic review process or slow the strong momentum our team
has worked so hard to build over the past two years.  With the
Annual Meeting and first quarter earnings behind us and other key
developments underway - I am certain that now is the right time to
make this transition in order for them to complete the process and
determine the best path forward for the Company."

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $66.6 million on $235 million of total revenues for
the year ended Dec. 31, 2014, compared with a net loss attributable
to common stockholders of $58.5 million on $236 million of total
revenues during the prior year.

As of March 31, 2015, the Company had $532 million in total assets,
$779 million in total liabilities, and a $246 million total
deficit.


MORGANS HOTEL: Stockholders Elect 9 Directors
---------------------------------------------
Morgans Hotel Group Co. held its 2015 annual meeting of
stockholders on May 18, 2015, at which the stockholders:

   (a) elected John Brecker, Andrew Broad, Kenneth E. Cruse,
       John J. Dougherty, Martin L. Edelman, Jason T. Kalisman,
       Howard M. Lorber, Bradford B. Nugent and Michelle S. Russo
       as directors for one-year terms expiring when their
       successors are duly elected and qualified;

   (b) ratified the appointment of BDO USA, LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ending Dec. 31, 2015;

   (c) approved, by a non-binding, advisory vote, the compensation

       paid to the Company's named executive officers; and

   (d) did not approve the proposal presented by UNITE HERE urging
       the Company to take all steps necessary, in compliance with
       applicable law, to allow stockholders the right to call a
       special meeting with the consent of 25% or more of
       outstanding shares.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $66.6 million on $235 million of total revenues for
the year ended Dec. 31, 2014, compared with a net loss attributable
to common stockholders of $58.5 million on $236 million of total
revenues during the prior year.

As of March 31, 2015, the Company had $532 million in total assets,
$779 million in total liabilities, and a $246 million total
deficit.


MORGANS HOTEL: Vector Group Reports 7.1% Stake as of May 19
-----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Accommodations Acquisition Corporation and Vector Group
Ltd. disclosed that as of May 19, 2015, they beneficially own
2,459,788 shares of common stock of Morgans Hotel Group Co., which
represents 7.1 percent of the shares outstanding.

On March 15, 2015, Howard M. Lorber, president and chief executive
officer of Vector Group Ltd., was appointed to the Company's Board
of Directors.  On May 19, 2015, Mr. Lorber was elected to serve as
Chairman of the Company's Board of Directors.

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

                       http://is.gd/BUie8X

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $66.6 million on $235 million of total revenues for
the year ended Dec. 31, 2014, compared with a net loss attributable
to common stockholders of $58.5 million on $236 million of total
revenues during the prior year.

As of March 31, 2015, the Company had $532 million in total assets,
$779 million in total liabilities, and a $246 million total
deficit.


MOUNTAIN COUNTRY: Elliott Davis Approved as Trustee's Accountant
----------------------------------------------------------------
Robert L. Johns, trustee for the bankruptcy estates of Mountain
Country Partners, LLC, won approval from the Bankruptcy Court to
employ Elliott Davis, L.L.C., as his accountant.

Elliott Davis is expected to assist the trustee in (i) bringing the
books and records of the Debtor current; (ii) preparing tax
returns; and (iii) providing other accounting services as may be
required by the trustee from time to time.

Elliott Davis agreed to charge no more than $15,000 each year, for
the preparation of the 2014 and 2015 federal and state tax returns.
Elliott Davis has charged the Debtor $15,000 to prepare the 2013
tax returns.

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

               About Mountain Country Partners

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.

An Order for Relief was entered by the Court on June 25, 2012.
Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012.

James W. Lane, Jr., at the Law Offices of Jim Lane, Jr.,
represents the Debtor as counsel.  The law firm of Turner & Johns,
PLLC, represents the Chapter 11 Trustee as counsel.  Kay Biscopink
of Elliot Davis, LLP is the Trustee's accountant.


NATIONAL VISION: S&P Alters Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
U.S. value optical retailer National Vision Inc. to negative from
stable.  At the same time, S&P affirmed its existing 'B' corporate
credit rating.

Concurrently, S&P revised its recovery rating on the company's
upsized $650 million first-lien credit facility to '4' from '3' and
affirmed the 'B' issue-level rating.  S&P revised the recovery
rating because it believes the recovery prospects for the lenders
are weaker as a result of a $150 million incremental add-on to the
existing $500 million first-lien term loan.  The '4' recovery
rating indicates S&P's
expectation for average recovery in the higher end of the 30% to
50% range.

In addition, S&P affirmed the 'CCC+' issue-level rating on National
Vision's $125 million second-lien term loan.  The recovery rating
remains '6'.

S&P is withdrawing its 'B' corporate credit rating on Nautilus
Merger Sub Inc.

The entity ceased to exist following the closure of the
leverage-buyout transaction in 2014 and National Vision Inc. is the
surviving, operating entity.

"Our rating action reflects the deterioration of credit protection
measures as a result of the company's incremental $150 million term
loan add-on to fund a one-time special dividend to its sponsors.
Pro forma for the term loan add-on, the debt to EBITDA ratio
weakens to about 6.2x as of April 4, 2015 from 5.1x before the
transaction," said credit analyst Mariola Borysiak.  "In addition,
we view the company’s financial policies as increasingly
aggressive given our expectation that National Vision will deploy
essentially all internally generated cash toward new store growth,
while simultaneously pursuing a debt-financed dividend."

The outlook is negative and reflects deterioration of credit
protection measures and National Vision's increasingly aggressive
financial policies.

S&P could lower the ratings if cash flow generation weakens
further, such that the company's free operating cash flow turns
negative within a year because of slower-than-expected ramp up of
recently opened stores or competitive pressures hurting its
profitability.  With S&P's anticipation for neutral free operating
cash flows at the end of 2015, the company does not have any
cushion to withstand any deterioration in profits from S&P's
expected performance levels for fiscal 2015.  S&P projects about
10% growth in EBITDA year over year; any shortfalls will likely
lead to a negative free operating cash flows.

S&P could revise the outlook to stable if it believes the company
continues to demonstrate good sales and profit growth and improves
debt leverage to less than 6x.  In addition, an outlook revision to
stable would incorporate S&P's belief that the company will sustain
positive free operating cash flows.  Also, S&P's comfort level with
future debt financed dividends will play a role in an outlook
revision.



NATROL INC: Exclusive Plan Filing Date Extended to June 8
---------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive plan period for each of
Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates
through and including June 8, 2015, and the exclusive solicitation
period through and including Aug. 6, 2015.

According to the Debtors' counsel, Ian J. Bambrick, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, further
extending the Exclusive Periods therefore will facilitate an
orderly and cost-effective plan process for the benefit of all
creditors by providing the Debtors with a meaningful opportunity to
build on the progress that has been made in the Chapter 11 Cases
without unnecessary interference from non-debtor parties.

Termination of the Exclusive Periods, on the other hand, would give
rise to the threat of competing plans, resulting in increased
administrative expenses that would diminish the value of the
Debtors' estates to the detriment of creditors and equity holders,
Mr. Bambrick asserted.

                     About Natrol, Inc.

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

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

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

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

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

                            *     *     *

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

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

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


NEW ENGLAND COMPOUNDING: Court Confirms Reorganization Plan
-----------------------------------------------------------
Scott Malone at Reuters reports that U.S. Bankruptcy Court Judge
Henry Boroff approved on Tuesday the reorganization plan proposed
by New England Compounding Center's Chapter 11 trustee and the
official creditors' committee.

As reported by the Troubled Company Reporter on March 11, 2015,
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Plan contemplates for a trust to be created
and have $160 million to $190 million for those who sustained
injuries at the meningitis
outbreak.  The trust will be funded in part by contributions from
third parties, including the Company's shareholders and affiliated
parties, vendors, clinics and health-care providers, the report
related.

According to court documents, the Centers for Disease Control and
Prevention reported that 64 people died and 751 were sickened as a
result of the meningitis outbreak.

Reuters quoted David Molton, Esq., the attorney for the Company's
creditors committee, as saying, "Victims can never be compensated
adequately for the suffering inflicted on them by NECC, but this
case does demonstrate how the law, and particularly bankruptcy law,
can be used to bring some justice to people seriously injured by a
company's misconduct."

             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.


NEW ENGLAND COMPOUNDING: Judge Approves $200-Mil. Fund for Victims
------------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that U.S. Bankruptcy Judge Henry Boroff in Massachusetts said
during a hearing on May 19 that he would confirm New England
Compounding Pharmacy Inc.'s Chapter 11 plan, clearing the way for
victims of tainted injections that caused a 2012 meningitis
outbreak in the U.S. to begin receiving money from a $200 million
trust fund created for their benefit.

According to the report, the money in the trust was collected
through settlements with shareholders, clinics that administered
the drug and companies that did business with the pharmacy.  In
exchange for the monetary contribution, those parties received a
release of legal liability, the report related.

"I am especially pleased that those who suffered so greatly will
soon receive compensation without further delay" that would have
been caused by years of litigation and appeals, the report cited
Paul Moore, the trustee responsible for collecting money on behalf
of victims, as saying.

As previously reported by The Troubled Company Reporter, the plan,
which was proposed by the company's Chapter 11 trustee and the
official creditors' committee, contemplates for a trust to be
created and have $160 million to $190 million for those who
sustained injuries at the meningitis outbreak.  The trust will be
funded in part by contributions from third parties, including the
company's shareholders and affiliated parties, vendors, clinics and
health-care providers.

The Centers for Disease Control and Prevention reported that 64
people died and 751 were sickened as a result of the meningitis
outbreak.

             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.


NEW ENGLAND COMPOUNDING: Judge Praises Meningitis Settlement
------------------------------------------------------------
Hagens Berman Sobol Shapiro LLP and the Plaintiffs' Steering
Committee (PSC), the Court-appointed committee representing tort
victims in the consolidated MDL in federal court (In Re New England
Compounding Pharmacy, Inc. Products Liability Litigation,
13-md-2419-RWZ (D. Mass.)), on May 20 disclosed that Judge Henry J.
Boroff of the United States Bankruptcy Court for the District of
Massachusetts has approved the Joint Chapter 11 Plan of New England
Compounding Pharmacy Inc. (NECC).  In a hearing concerning approval
of the NECC bankruptcy plan on May 19, 2015 Judge Boroff praised
the Chapter 11 bankruptcy plan (Plan), saying:

"[T]his plan and its associated trust agreements are the best that
could have been achieved for the hundreds of people for whom there
could be no full compensation.  And that this is, in my view, the
highest and best use of the Bankruptcy Code, and evidence of the
professionalism of the bar in this district and in the affected
districts."

The Plan includes a settlement fund estimated at more than $200
million, most of which will be used to compensate victims and
families of victims who were exposed to tainted epidural steroid
injections and some other contaminated products manufactured by
NECC.  The contaminated drugs caused more than 64 deaths according
to the Centers for Disease Control and Prevention (CDC).  Since the
tentative settlement's first announcement last year, the settlement
fund has grown as more companies involved with NECC and its
operations have entered into settlement agreements.  The Plan and
settlement fund has now been fully approved by the bankruptcy
court.

The 2012 fungal meningitis outbreak was reported as the worst case
of contaminated pharmaceuticals in U.S. history.  As of its last
update on Oct. 23, 2013, the CDC reported 751 cases of fungal
meningitis and other infections in 20 states linked to contaminated
batches of methylprednisolone acetate compounded and distributed by
NECC.

The settlement involves NECC, NECC's owners, NECC's affiliated
companies, NECC's vendors, related insurers and some healthcare
clinics that purchased and administered contaminated NECC products.
Litigation continues in federal and state courts against other
clinics not participating in the settlements incorporated into the
Plan.

Thomas M. Sobol, of Hagens Berman Sobol Shapiro LLP and
Court-appointed Lead Counsel for the PSC, and other members of the
firm's Boston office, have worked closely with the NECC Chapter 11
Trustee over more than two years to bring the Plan and settlement
fund to fruition.  Now that the bankruptcy Plan has been approved,
the Court-appointed Tort Trustee, who will oversee the settlement
funds to be distributed to victims, will soon begin the process of
collecting and processing claims for compensation from victims and
their families.  Hagens Berman and the PSC are hopeful that the
first checks to victims will go out some time this fall.

                       About Hagens Berman

Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com--is a
national class-action law firm with offices nine cities.  The firm
has been named to the National Law Journal's Plaintiffs' Hot List
eight times.

            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.


ON ASSIGNMENT: Moody's Affirms 'Ba2' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed On Assignment, Inc.'s Ba2
Corporate Family Rating, Ba3-PD Probability of Default Rating, and
assigned Ba2 ratings to the company's proposed $975 million of
senior secured credit facilities. Moody also affirmed On
Assignment's SGL-2 Speculative Grade Liquidity rating. The ratings
have a stable outlook. On Assignment will use the proceeds from the
$875 million of Term Loan B to refinance existing debt and complete
the acquisition of Creative Circle for $600 million, including up
to $30 million of contingent consideration.

Pro forma for the acquisition, On Assignment's total debt to LTM 1Q
2015 EBITDA (Moody's adjusted, including stock-based compensation
expense and capitalized operating leases) will increase from 2.3x
to 3.7x (including $30 million of earn out obligations). Although
leverage is expected to remain at the higher end of the tolerance
range for the Ba2 CFR over the next 12 months, Moody's affirmed On
Assignment's Ba2 rating to reflect the company's commitment to
reduce leverage from a combination of EBITDA growth and accelerated
debt repayment, and the company's track record of deleveraging
after the Apex acquisition in 2012. Moody's expects On Assignment's
total debt to EBITDA (Moody's adjusted) to decline to about 3x by
year-end 2016.

Moody's analyst Raj Joshi noted, "Excluding acquisitions, growth
rates for On Assignment's legacy Oxford and Apex segments have
decelerated over the recent quarters." Moody's expects On
Assignment's revenues to grow by about 6% to 7% (pro forma for the
Creative Circle acquisition) over the next 12 to 24 months, with
Creative Circle adding about a percentage point to the overall
growth rates. The acquisition will enhance On Assignment's
operating scale and broaden its services into the niche and growing
creative staffing segment. The acquisition will be accretive to On
Assignment's EBITDA margins and cash flow from operations as
Creative Circle had approximately 10% higher adjusted EBITDA
margins despite its significantly smaller scale.

The Ba2 CFR is supported by On Assignment's solid prospective free
cash flow relative to debt (17% to 18% in FY 2016). The company is
one of the leading providers of temporary IT staffing services. The
IT staffing segment benefits from secular demand driven by ongoing
technology change and a supply/demand imbalance for professionals
possessing particular skill sets. Because of its focus on
professional staffing niches with high bill rates, On Assignment
has higher EBITDA margins than certain rated peers within the
staffing industry.

However, like its competitors, On Assignment is vulnerable to
cyclical macroeconomic changes, such as rising unemployment levels,
and volatility in capital spending. The company operates in a
highly competitive and fragmented temporary staffing industry. In
addition, as unemployment levels continue to decline, the company's
challenges include maintaining a large pool of candidates with the
skills that are in demand by its customers and managing the
bill/pay rate spread that drives its gross margins.

The stable outlook reflects Moody's expectations for a 6% to 8%
revenue growth over the next 12 to 18 months and total debt to
EBITDA to progressively decline toward 3x.

The SGL-2 liquidity rating reflects On Assignment's good liquidity
comprising cash balances, projected free cash flow and availability
of funds under the new $100 million revolving credit facility.

Moody's could downgrade On Assignment's ratings if revenue growth
decelerates, or if its financial policy deviates from the
commitment to reduce leverage. The rating could also be downgraded
if Moody's believes that On Assignment is unlikely to reduce and
maintain total debt / EBITDA (Moody's adjusted) below 3.5x or free
cash flow to total debt ratio declines to below 8%. Moody's could
raise On Assignment's ratings if it generates strong revenues and
earnings growth, and Moody's believes that total debt to EBITDA and
free cash flow to total debt could be sustained below 2.5x and
above 15%, respectively, including through a downturn and while
maintaining capacity for acquisitions consistent with its track
record.

Moody's has taken the following rating actions:

Assignments:

Issuer: On Assignment, Inc.

  -- Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD3)

Affirmations:

Issuer: On Assignment, Inc.

  -- Corporate Family Rating, Affirmed Ba2

  -- Probability of Default Rating, Affirmed Ba3-PD

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

Issuer: On Assignment, Inc.

  -- Outlook, Remains Stable

On Assignment, Inc. is a leading professional staffing firm
specializing in the technology and life sciences sectors. The
company generated $1.75 billion in revenues in the twelve months
ended March 31, 2015, on a continuing operations basis.

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.


OPTIM ENERGY: Ch. 11 Plan Goes to June 24 Confirmation Hearing
--------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware on May 19, 2015, approved the disclosure
statement explaining Optim Energy, LLC, et al.'s joint Chapter 11
plan of reorganization and scheduled the confirmation hearing for
June 24, 2015, at 10:00 a.m. (prevailing Eastern time).

The Plan Confirmation Schedule is approved as follows:

   Plan Supplement                          June 10, 2015
   Voting Deadline                          June 17, 2015
   Plan Objection Deadline                  June 17, 2015
   Deadline to File Confirmation Brief      June 22, 2015
   Deadline to File Voting Report           June 22, 2015

The Debtors filed a Third Amended Plan to address the comments
raised by the Court at the initial disclosure statement held on
April 22, 2015.  Walnut Creek Mining Company complained that the
Debtors filed an amended version of the plan that strips out six of
the eight Debtor entities and seeks to move forward with the two
entities that own the gas plant assets.  The Debtors, accordingly
to Walnut Creek, have improperly manufactured impaired classes and
in the case of Cedar Bayou, a single creditor with a claim of $194
(with impairment of less than $10) will vote on the plan.

Reorganizing Debtors Optim Energy Altura Cogen, LLC, and Optim
Energy Cedar Bayou 4, LLC, and Cascade Investment, L.L.C., and ECJV
Holdings, LLC, separately responded to Walnut Creek's objection and
maintained that the Disclosure Statement should be approved as
filed.

Under the Third Amended Plan, holders of Allowed General Unsecured
Claims are now being offered Cash equal to 75% of their Allowed
Claims if the Class of Claims accepts the applicable Subplan, and
an additional 20% in Cash for any holders that do not opt out of
the release contained in Section 10.03 of the Third Amended Plan.
The potential for 25% impairment cannot be characterized as
artificial.  There are approximately 60 to 70 holders of General
Unsecured Claims against Altura Cogen (totaling approximately
$800,000 to $900,000) and two holders of General Unsecured Claims
against Cedar Bayou (totaling approximately $400,000 to $500,000).
Each Estate has non-insider creditor classes.

A full-text copy of the Third Amended Plan dated May 19, 2015, is
available at http://bankrupt.com/misc/OPTIMds0519.pdf

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is
coal-fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$184 million in assets and $718 million in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

The U.S. Trustee for Region 3 was unable to appoint an official
committee of unsecured creditors in the Debtors' cases.


OXYSURE SYSTEMS: Reports $1.34 Million Net Loss in First Quarter
----------------------------------------------------------------
Oxysure Systems, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.34 million on $625,000 of net revenues for the three months
ended March 31, 2015, compared to a net loss of $376,000 on
$356,000 of net revenues for the same period in 2014.

As of March 31, 2015, the Company had $2.18 million in total
assets, $1.63 million in total liabilities, and $557,000 in total
stockholders' equity.

The Company had a cash balance of approximately $98,400 as of March
31, 2015, as compared to $647,000 as of Dec. 31, 2014.  The
Company's funds are kept in financial institutions located in the
United States of America.

The Company had a working capital deficit of $187,000 as of March
31, 2015, as compared to a working capital of $419,000 as of Dec.
31, 2014.

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

                        http://is.gd/ToGPj0

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

Oxysure Systems reported a net loss of $2.75 million in 2014
following a net loss of $712,000 in 2013.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company had accumulated losses of $18.0 million as of Dec. 31, 2014
which raises substantial doubt about its ability to continue as a
going concern.


PAR PHARMACEUTICAL: S&P Puts 'B' CCR on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Woodcliff
Lake, N.J.-based Par Pharmaceutical Cos. Inc., including the 'B'
corporate credit rating, on CreditWatch with positive
implications.

"The CreditWatch placement follows Endo International PLC's
[B+/Stable/--] announcement that it will acquire Par for $8 billion
in cash and equity," said Standard & Poor's credit analyst Michael
Berrian.  S&P affirmed its 'B+' corporate credit rating on Endo
following the announcement.

S&P will resolve the CreditWatch placement when the acquisition of
Par closes.  At that time, S&P would likely raise the rating on Par
to be equal with that of Endo and subsequently withdraw the
corporate credit rating on Par.  S&P will evaluate issue-level
ratings once final details become available.



PARK-OHIO INDUSTRIES: Moody's Raises CFR to 'B1', Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Park-Ohio Industries
Incorporated's Corporate Family Rating to B1 from B2 and its
Probability of Default Rating to B1-PD from B2-PD. At the same
time, Moody's affirmed the $250 million senior unsecured notes at
B3. The Speculative Grade Liquidity Rating was affirmed at SGL-2.
The outlook is stable.

Ratings upgraded:

  -- Corporate Family Rating to B1 from B2

  -- Probability of Default Rating to B1-PD from B2-PD

Ratings affirmed:

  -- $250 million senior unsecured notes at B3(LGD5)

  -- Speculative Grade Liquidity Rating at SGL-2

Outlook actions: Changed to stable from positive

The ratings upgrade reflects the company's growing size and scale
through organic growth and acquisitions with revenues to exceed
$1.5 billion in 2015 while improving its credit profile. Park-Ohio
benefitted from strong end market demand, particularly the North
American automotive sector over the last year and Moody's expects
these trends to continue throughout 2015 in most of these markets.
Credit metrics should continue to improve in 2015 as the company
works to integrate recent acquisitions and improves operating
performance of its core businesses. In pursuit of meeting its
publicly stated growth plan of achieving $2 billion in sales by the
end of 2017, Moody's believes the company will maintain debt to
EBITDA on average below 4 times.

The B3 rating on the senior unsecured notes was affirmed given its
subordination to the $275 million secured revolver and $35 million
secured term loan ahead in the capital structure.

The B1 Corporate Family Rating ("CFR") is constrained by moderate
size, cyclical end market demand. The company has moderate
concentration of roughly 40% in the automotive sector. The rating
benefits from a broad product portfolio, relatively diversified
customer base, a history of successful integration of business
acquisitions, and countercyclical cash flows that support liquidity
during an economic downturn. Moody's expects strong growth in 2015
driven primarily by continued strength in the auto sector.
Acquisitions may subside in the near term but will continue to be a
piece of its strategy to achieve $2 billion of revenue by the end
of 2017. In 2015, Park-Ohio faces headwinds from foreign exchange
and some oil & gas exposures but strong growth and improving
operating performance should offset these resulting in credit
metric improvements.

The SGL-2 Speculative Grade Liquidity Rating is supported by cash
balances of close to $40 million and expected cash flows from
operation approaching $70 million over the next 12-15 months.
Capital expenditures are expected to be high in 2015 and Moody's
believes the pace of acquisitions may slow as the company
integrates its recent businesses, although they cannot be ruled
out. The company has approximately $83.2 million of availability
under its $275 million revolver as of March 31, 2015. The revolver
has a minimum debt service coverage ratio of 1 times which Moody's
expects the company to be well in compliance.

The stable outlook reflects Moody's expectation of continued
strength in the North American automotive sector as well as
strength in other key end markets that will result in improving
credit metrics.

The ratings are unlikely to be upgraded without a sizable increase
in scale alongside improved operating margins. Additionally, debt
to EBITDA sustained below 3 times could result in an upgrade. The
ratings could be downgraded if debt to EBITDA were sustained above
4 times or if margins materially contracted or if liquidity
deteriorated substantially.

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

Headquartered in Cleveland, Ohio, Park-Ohio Industries Incorporated
is an industrial supply chain logistics and diversified
manufacturing company with three primary business segments: Supply
Technologies; Assembly Components; and Engineered Products.
Revenues for the twelve months ended March 31, 2015 were
approximately $1.4 billion.


PATRIOT COAL: Will Close Camp Thomas in West Virginia
-----------------------------------------------------
Hillary Hall at Wowktv.com reports that Patriot Coal will close
Camp Thomas E. Lightfoot in Summers County, West Virginia, to the
public.

Wowktv.com relates that Patriot Coal's subsidiary, Eastern
Associated Coal Company hosted the summer camp for miners children
until 1984, and when that tradition came to an end, the campground
was used for reunions and a special academic retreat for middle
school students at Van Jr. Sr. High.

Patriot Coal has not disclosed plans for the property, 13 News
says.

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) -- and
their operations consist of eight active mining complexes in West
Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

Patriot Coal estimated more than $1 billion in assets and debt.


PITTSTON ASSOCIATES: Case Summary & 17 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Pittston Associates, L.P.
        300 Market St.
        Johnstown, PA 15901

Case No.: 15-70370

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Kathryn L. Harrison, Esq.
                  CAMPBELL & LEVINE, LLC
                  310 Grant Street, Suite 1700
                  Pittsburgh, PA 15219
                  Tel: 412-261-0310
                  Fax: 412-261-5066
                  Email: klh@camlev.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephen Zamias, managing member,
Pittston Partners, LLC.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb15-70370.pdf


PLUSFUNDS GROUP: Sphinx Trustee Fails in Bid to Reopen Case
-----------------------------------------------------------
In the case captioned In re PLUSFUNDS GROUP, INC. a Delaware
Corporation, Chapter 11, Debtor, CASE NO. 06-10402 (JLG) (Bankr.
S.D.N.Y.)., Bankruptcy Judge James L. Garrity, Jr. denied the
Sphinx Trustee's motion to reopen the chapter 11 case following
remand from the United States Court of Appeals for the Second
Circuit.

Harbour Trust Co. Ltd., as trustee of the SPhinX Trust established
pursuant to the terms of the confirmed Fifth Amended Plan of
Liquidation of PlusFunds Group, Inc., sought for a second time to
reopen the chapter 11 case of PlusFunds Group, Inc.

Although Judge Garrity found that no prejudice would result from
reopening the case, he nonetheless found that the trustee has
failed to meet its burden under Section 350 of the Bankruptcy Code,
11 U.S.C. Sections 101, et seq., as amended, to show cause to
reopen the case.

PlusFunds Group, Inc. filed its chapter 11 case on March 6, 2006.  
The Plan provided for the creation of two trusts: the SPhinX Trust,
the primary purpose of which was to liquidate certain causes of
action for the exclusive benefit of the joint official liquidators
of the SPhinX Funds; and a "General Trust," vested primarily with
cash for the benefit of the debtor's other unsecured creditors.

On December 3, 2010, the trustee of the General Trust moved to
close the debtor's chapter 11 case, stating that it "has determined
that the debtor's estate has been fully administered" and that "the
SphinX Trust does not anticipate any need for the debtor's Chapter
11 case to remain open.  The bankruptcy court entered an order
closing the case on December 22, 2010.

A copy of the April 21, 2015 memorandum decision is available at
http://is.gd/DireVLfrom Leagle.com.

Attorneys for SPhinX Trustee, Attorneys for Official Liquidator of
the SPhinX Funds:

     David J. Molton, Esq.
     Andrew Dash, Esq.
     Daniel Saval, Esq.
     BROWN RUDNICK LLP
     Seven Times Square
     New York, NY 10036
     E-mail: dmolton@brownrudnick.com
             dsaval@brownrudnick.com

Attorneys for Official Liquidator of the SPhinX Funds:

     Brian Rice, Esq.
     Leo R. Beus, Esq.
     BEUS GILBERT PLLC
     701 North 44th Street
     Phoenix, AZ 85008

Attorneys for SPhinX Trustee, Attorneys for Official Liquidator of
the SPhinX Funds:

     Timothy J. Paris, Esq.
     BROWN RUDNICK LLP
     One Financial Center
     18th Floor, Boston, MA 02111

Attorneys for Defendants:

     Gregg M. Galardi, Esq.
     Daniel G. Egan, Esq.
     DLA PIPER, LLP
     1251 Avenue of the Americas
     New York, NY 10020
     E-mail: gregg.galardi@dlapiper.com
                          daniel.egan@dlapiper.com

          - and -

     Andrew O. Bunn, Esq.
     DLA PIPER, LLP
     51 John F. Kennedy Parkway, Suite 120
     Short Hills, NJ 07078
     E-mail: andrew.bunn@dlapiper.com

                   About PlusFunds Group, Inc.

Headquartered in New York, New York, PlusFunds Group, Inc. --
http://www.plusfunds.com/-- provided hedge funds and other
financial services for individual and corporate investors.  The
Debtor filed for chapter 11 protection on March 6, 2006 (Bankr.
S.D.N.Y. Case No. 06-10402).  James David Leamon, Esq., and Steven
J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
represented the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debt between $1 million and
$10 million.


PORT AGGREGATES: Hearing on Bid for Case Dismissal Continued
------------------------------------------------------------
The Bankruptcy Court, according to a minute entry dated May 12,
2015, continued the hearing on the motion to dismiss the Chapter 11
case of Port Aggregates, Inc., to a date to be determined.

Several disgruntled shareholders have sought the dismissal of the
case, contending that the case was not filed in good faith.

As reported in the Troubled Company Reporter on Jan. 9, 2015, the
disgruntled shareholders claim that the Chapter 11 is an effort by
the majority shareholders, officers, and directors to circumvent
state law and state court proceedings to gain an unfair advantage.

This case is designed to protect the officers and directors of the
Debtor from being held accountable for their actions, the
shareholders assert.

The Disgruntled Shareholders note that a motion for the appointment
of an examiner is an attempt to thwart the clearly needed
derivative action.  The hope is that an examiner will find some
basis upon which the officers and directors of the Debtor can rely
in arguing against the continuation of a state court action.  They
state that the Debtor will be the beneficiary of the successful
prosecution of the State Court Action, not anyone else except such
benefit that might inure by virtue of being a shareholder of the
Debtor.  The Debtor stands to lose nothing through the successful
prosecution of the State Court Action, they add.

The Disgruntled Shareholders are James P. Guinn and Timothy J.
Guinn and William R. Guinn, Ellen Guinn Martel, Philip L. Guinn,
and Nathaniel Stuart Guinn, Individually, and as Trustee for the
Caroline T. Guinn Trust, the James Paul Guinn, Jr. Trust, the Joel
M. Guinn Trust, the Laura Katherine Guinn Trust, the Christian J.
Guinn Trust and the Anna C. Guinn Trust.  

                      About Port Aggregates

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

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

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

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

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

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



PRIME SIX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Prime Six Inc.
           dba WOODLAND
           dba Foxglove
        1723 E 12th Street, 4th Floor
        Brooklyn, NY 11229

Case No.: 15-42334

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Carla E. Craig

Debtor's Counsel: Alla Kachan, Esq.
                  LAW OFFICES OF ALLA KACHAN, P.C.
                  3099 Coney Island Avenue, 3rd Floor
                  Brooklyn, NY 11235
                  Tel: (718) 513-3145
                  Fax: (347) 342-3156
                  Email: alla@kachanlaw.com

Total Assets: $58,717

Total Liabilities: $1.61 million

The petition was signed by Akiva Ofshtein, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb15-42334.pdf


PROJECT BARBOUR: S&P Keeps 'B' Rating on $1.15BB Loan Over Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating,
with a recovery rating of '3', on Sunnyvale, Calif.-based Project
Barbour Holdings Corp.'s $1.15 billion term loan due 2022 remains
unchanged on the company's $100 million add-on to the debt.  The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%; lower half of the range) recovery in the event of a
payment default.  Project Barbour Holdings Corp. is the holding
company for Blue Coat Systems Inc., a U.S. provider of network
security products.

The term loan is part of the financing for Bain Capital's
acquisition of Project Barbour Holdings Corp.  S&P expects the
company to grow revenue and EBITDA strongly in fiscal 2016 and
delever using free operating cash flow.

S&P's corporate credit rating on Project Barbour Holdings Inc.
remains 'B' with a negative outlook.  The negative outlook reflects
the substantial increase in funded debt and interest expense under
the new capital structure and high ongoing leverage. S&P's
corporate credit rating reflects the company's "weak" business risk
profile and "highly leveraged" financial risk profile.

RATINGS LIST

Project Barbour Holdings Corp.
Corporate Credit Rating              B/Negative/--
  $1.15 billion term loan due 2022
  Senior Secured                      B
   Recovery Rating                    3L



PRONERVE HOLDINGS: Carl Marks Okayed as Panel's Financial Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of ProNerve Holdings LLC., et al., won approval from the
Bankruptcy Court to retain Carl Marks Advisory Group LLC as
financial advisors.

Carl Marks is expected to:

   (a) identify strategic and financial buyers that should be
       contacted in conjunction with the Debtors asset sale;

   (b) diligence the mix of government receivables of the Debtors;

   (c) assist as required in Committee diligence as to the
       financial condition of the Debtors;

   (d) provide assistance with the review of the General Electric
       Capital Corporation credit line as appropriate;

   (e) attend and advise at meetings with the Committee, its
       counsel, other financial advisors and representatives of
       the Debtors;

   (f) monitor the ongoing sale process of the Debtors, keeping
       the Committee informed and represent the Committee's
       interest with the intention to maximize recovery for the
       unsecured creditors; and

   (g) perform other tasks and duties related to this engagement
       as are directed by the Committee and reasonably acceptable
       to Carl Marks.

Carl Marks will seek compensation in the form of a monthly fee (a
"Monthly Advisory Fee") at the rate of $55,000 for the first
monthly period and $30,000 for each subsequent monthly period
thereafter in which financial advisory services are provided.  

Carl Marks will also be due due a success fee, in the amount of
$125,000 (the "Success Fee"), which shall be earned in full and due
in the event that any party identified by Carl Marks, who was not
previously identified by the Debtors, submits a qualifying overbid
in conformity with the court approved bid procedures in conjunction
with the sale of the assets of the Debtors pursuant to section 363
of the Bankruptcy Code.

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

Christopher K. Wu, partner of Carl Marks, 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.

On April 29, 2015, the Committee, in response to the Debtors'
objection to applications to retain Carl Marks and Blank Rome LLP,
said that the Debtors' misrepresentation of the actual agreement
with the Committee well as CMAG's request for a modification of
timekeeping requirements must not serve as a basis for the Court to
impose disproportionate hardship on the Committee's professionals.
The Committee also argued that the Debtors' objection must be
overruled because:

   1) the Committee's only agreement was to cap payment of its
attorneys' fees -- not compensation and reimbursement for
its financial advisors, which matter was never before the Court;

   2) the Court must not prejudge the necessity of future services
CMAG may render to the Committee;

   3) CMAG's independent evaluation of the Debtors' marketing and
sale process, financial analysis of the government receivables
issues, and assistance in preparing Committee counsel for the
contested sale hearing, among other things, was invaluable to the
Committee's acquittal of its fiduciary duties; and

   4) CMAG's request for modification of timekeeping requirements
is consented to by the Office of the U.S. Trustee with the
understanding that CMAG will record its time in half-hour
increments.

In a supplemental declaration, Christopher K. Wu, a partner at Carl
Marks, said that these individuals who are employees of the
Wilmington Office of the Office of the U.S. Trustee, Region 3, were
not included on the original list of search parties provided by the
Debtors:

         -- Linda Casey;
         -- Hannah M. McCollum;
         -- Edith A Serrano; and
         -- Karen Star

CMAG has examined their database and has concluded that CMAG does
not have any connections therewith.

The Debtors, in their objection, stated that it is difficult to
understand what, if any, contribution CMAG has brought to the cases
relative to the sale process or any other aspect of these cases.

Additionally, the Debtors objected to the Committee's request to
waive any timekeeping requirements for CMAG.

                       About ProNerve Holdings

Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado.  ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM") services
to health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.

ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for a
credit bid of $35 million.

The cases are assigned to Judge Kevin J. Carey.

The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.



PRONERVE HOLDINGS: General Claims Bar Date Fixed at May 29
----------------------------------------------------------
The Bankruptcy Court established May 29, 2015, at 4:00 p.m., as the
deadline for any individual or entity to file proofs of claim
against ProNerve Holdings, LLC, et al.  The Court also set Aug. 24,
at 4:00 p.m., as the deadline for governmental units to file proofs
of claim.

Proofs of claim must be submitted:

   by first class mail:

         PNR Case Administration
         c/o GCG
         P.O. Box 10157
         Dublin, OH 43017-3157

   by hand delivery or overnight mail:

         PNR Case Administration
         c/o GCG
         5151 Blazer parkway, Suite A
         Dublin, OH 43017

                       About ProNerve Holdings

Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado.  ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM") services
to health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.

ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for a
credit bid of $35 million.

The cases are assigned to Judge Kevin J. Carey.

The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.


PROSPECT PARK: Exclusive Solicitation Period Extended to July 6
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended Prospect Park Networks, LLC's exclusive plan
solicitation period through and including July 6, 2015.  The
enlargement of the exclusivity period is inapplicable solely as to
the Official Committee of Unsecured Creditors.

According to William E. Chipman, Jr., Esq., at Chipman Brown Cicero
& Cole LLP, in Wilmington, Delaware, since the filing of the Fifth
Exclusivity Motion, the Debtor and the Committee have made progress
toward finalizing the terms of a financing arrangement which would
enable the Debtor to successfully fund a plan of liquidation.   Mr.
Chipman told the Court that the Debtor and the Committee have
further engaged in extensive efforts to negotiate disputed claims
and indeed have objected to certain claims.  These efforts, Mr.
Chipman said, have been productive, but are ongoing.  Meanwhile,
Jones Day has expressed its intention to terminate its involvement
with the Debtor if Jones Day does not receive the Cost Reserve by
May 15, 2015.  The Debtor and the Committee will continue their
efforts to finalize the remaining details of a liquidating plan
given these recent developments, Mr. Chipman added.

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A., serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


PROTECTION ONE: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B' corporate
credit rating on Lawrence, Kan.-based Protection One Inc.
(Protection 1) on CreditWatch with negative implications.

S&P also affirmed the 'B+' issue-level rating, with a recovery
rating of '2', on the company's $55 million revolving facility due
2017 and $687 million first-lien term loan due 2019.  S&P expects
that these facilities will be refinanced as part of this
transaction.

"The CreditWatch placement follows the announcement that Apollo
Capital Management has agreed to acquire Protection 1 from GTCR
LLC," said Standard & Poor's credit analyst Kenneth Fleming.

As part of the transaction, Protection 1 will combine with
Maryland-based ASG Security.  The combined companies will operate
under the Protection 1 brand.  S&P believes this transaction could
result in Protection 1's leverage increasing from current levels,
which could result in a downgrade.

The corporate credit rating on Protection 1 reflects the company's
adjusted leverage of around 8x, its financial sponsor ownership,
Protection 1's position in the middle tier of U.S. alarm monitors
(substantially behind market leader ADT Corp.), and the highly
competitive nature of the U.S. alarm monitoring industry.  Partly
offsetting these risks is the fact that Protection 1 is
substantially larger than all but a handful of other competitors
and that industry participants benefit from a high degree of
recurring revenue.

S&P expects to resolve the negative CreditWatch within the next
three months with either a rating downgrade or affirmation when
more information regarding the new capital structure becomes
available.  S&P could lower the rating if the transaction results
in substantially more funded debt.  If the transaction does not
result in substantially more funded debt, S&P will review its
expectations for operating performance and Protection One Inc.'s
financial policy before resolving the CreditWatch listing.



PUTNAM ENERGY: Has Until May 31 to Use Bridgeview Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court authorized, on a second interim basis,
Putnam Energy L.L.C., to use cash collateral until May 31, 2015.

Bridgeview Bank Group has a judgment against the debtor in the sum
of $1,763,622 as of
April 16, 2014 which accrues interest at the statutory rate of 9%
per annum plus attorneys' fees and costs.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens in
all currently owned or hereafter acquired property and assets of
the Debtor, a superpriority administrative claim status, and proofs
of insurance on the property naming Bridgeview as loss payee.

A final hearing on th matter will be held on June 1, at 9:30 a.m.

As reported in the Troubled Company Reporter on May 13, 2015,
Bridgeview Bank has consented to the Debtor's interim use of cash
collateral to continue the operation of its business.

A copy of the budget is available for free at:

    http://bankrupt.com/misc/PUTNAMENERGY_77_CC-P-2ndord.pdf  

                        About Putnam Energy

Putnam Energy, L.L.C., a company with power plant and pipeline
assets, sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-08733) on March 11, 2015, in Chicago, Illinois, after it failed
to reach a forbearance agreement with its lender.

The Debtor disclosed $10,394,596 in assets and $2,283,218 in
liabilities as of the Chapter 11 filing.

The case is assigned to Judge Carol A. Doyle.  Terrence O'Malley,
manager and CEO, signed the petition.  The Debtor is represented
by Douglas S. Draper, Esq., at Heller, Draper, Patrick, Horn &
Dabney, LLC, in New Orleans, as counsel, and David E. Cohen as
local counsel.


QUICKSILVER RESOURCES: Court Approves KPMG LLP as Tax Consultant
----------------------------------------------------------------
Quicksilver Resources Inc., at al., received approval from the
bankruptcy court to employ KPMG LLP as tax consultant, nunc pro
tunc to the Petition Date.

KPMG is expected to, among other things:

   a) analyze any Section 382 issues including: roll-forward of
historical Section 382 matters and Section 382 issues arising in
connection with restructuring; analysis of net unrealized built-in
gain/net unrealized built-in loss (NUBIG/NUBIL) including under
Notice 2003-65; analysis under sections 382(l)(5) and (l)(6);
analysis of section 382 state tax jurisdictions;

   b) analysis of Debtors' tax attributes including net operating
losses, credits, and tax basis in the stock of its subsidiaries;
and

   c) analyze the tax implications of various reorganization
structures.

In addition, KPMG will provide other consulting, advice, research,
planning, and analysis regarding tax consulting services as may be
necessary, desirable or requested from time to time.

The Debtors have agreed to compensate KPMG for professional
services rendered at its normal and customary hourly rates, subject
to a reduction of approximately 27% - 44% from KPMG's normal and
customary rates, depending on the types of services to be
rendered.

The discounted hourly rates of the personnel are:

                                       Discounted Hourly Rate
                                       ----------------------
Partners/Managing Directors/Directors           $660
Senior Managers                                 $600
Managers                                        $500
Senior Associates                               $400
Associates                                      $240

During the 90-day period prior to the Petition Date, KPMG received
approximately $524,582 from the Debtors for professional services
performed and expenses incurred.  KPMG incurred $31,216 prior to
the Petition Date that remains unpaid.

The Debtors intend that KPMG's services will complement, and not
duplicate, the services to be rendered by any other professional
retained by the Debtors in the Chapter 11 cases.

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

                           *     *    *

The Debtors submitted a revised proposed order resolve the informal
comments of the Office of the U.S. Trustee and the Official
Committee of Unsecured Creditors.  The Debtors received no other
objections or responses to the application.  A copy of the revised
order is available for free at:

   http://bankrupt.com/misc/Quicksilver_313_245_cert_KPMG.pdf

                          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 to serve on the official committee of unsecured
creditors.



QUICKSILVER RESOURCES: Creditors' Panel Taps Paul Weiss as Counsel
------------------------------------------------------------------
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 Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel to the Committee, nunc pro tunc to March
25, 2015.

The Committee requires Paul Weiss to:

   (a) advise the Committee with respect to its rights, powers,
       and duties in these cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors regarding the administration of these cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' secured and unsecured creditors and in negotiating

       with such creditors;

   (d) assist with the Committee's investigation of the acts,
       conducts, assets, liabilities, intercompany relationships
       and claims and financial condition of the Debtors, the
       existence of estate causes of action and the operation of
       the Debtors' businesses;

   (e) assist the Committee in protecting, preserving and
       maximizing the value of the Debtors' estates;

   (f) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, any sales of the Debtors'
       assets and the terms of Chapter 11 plans for the Debtors;

   (g) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in these cases;

   (h) represent the Committee at all hearings and other
       proceedings;

   (i) review and analyze applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee with respect thereto;

   (j) prepare pleadings and applications as may be necessary in
       furtherance of the Committee's interests and objectives;
       and

   (k) perform other legal services as may be required and are in
       the interests of the Committee in accordance with the
       Committee's rights, powers, and duties as set forth in the
       Bankruptcy Code.

Paul Weiss will be paid at these hourly rates:

       Andrew Rosenberg, Partner        $1,275
       Elizabeth McColm, Partner        $1,080
       Margaret Phillips, Associate     $855
       Adam Denhoff, Associate          $760
       Rachel Brennan, Associate        $660
       Michael Katz, Asociate           $590
       Partners                         $940-$1,275
       Counsel                          $900-$925
       Associates                       $510-$855
       Paraprofessionals                $90-$295

Paul Weiss will also be reimbursed for reasonable out-of-pocket
expenses incurred.
   
Andrew N. Rosenberg, member of Paul Weiss, 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.

Paul Weiss intends to make a reasonable effort to comply with the
U.S. Trustee's requests for information and additional disclosures
as set forth in the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed under 11 U.S.C.
section 330 by Attorneys in Larger Chapter 11 Cases effective as of
Nov. 1, 2013 (the "Revised UST Guidelines").

Paul Weiss declared that the firm did not represent the Committee
in the 12 months prepetition. Paul Weiss has in the past
represented, currently represents, and may represent in the future
certain Committee members and their affiliates in their capacities
as members of official committees in other Chapter 11 cases.

Paul Weiss also stated that the Committee and the firm expect to
develop a prospective budget and staffing plan to comply with the
U.S. Trustee's requests for information and additional disclosures,
recognizing that in the course of these large chapter 11 cases,
there may be unforeseeable fees and expenses that will need to be
addressed by the Committee and Paul Weiss.

Paul Weiss can be reached at:

       Andrew N. Rosenberg, Esq.
       PAUL, WEISS, RIFKIND,
       WHARTON & GARRISON LLP
       1285 Avenue of the Americas
       New York, NY 10019
       Tel: (212) 373-3000
       Fax: (212) 757-3990
       E-mail: arosenberg@paulweiss.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.


QUICKSILVER RESOURCES: Panel Hires Landis Rath as Delaware Counsel
------------------------------------------------------------------
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 Landis Rath & Cobb LLP as
Delaware counsel to the Committee, nunc pro tunc to the March 30,
2015 retention date.

The Committee requires Landis Rath to:

   (a) render legal advice with respect to the powers and duties
       of the Committee and the other participants in the Debtors'

       Chapter 11 cases;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the

       Debtors, the operation of the Debtors' businesses and any
       other matter relevant to the Debtors' Chapter 11 cases, as
       and to the extent such matters may affect the Debtors'
       creditors;

   (c) participate in negotiations with parties-in-interest with
       respect to any disposition of the Debtors' assets, any plan

       of reorganization and disclosure statement in connection
       with such plan, and otherwise protect and promote the
       interests of the Debtors' creditors;

   (d) assist with the preparation of applications, motions,
       answers, orders, reports, and papers on behalf of the
       Committee, and appear on behalf of the Committee at Court
       hearings as necessary and appropriate in connection with
       the Debtors' Chapter 11 cases;

   (e) render legal advice and perform legal services in
       connection with the foregoing; and

   (f) perform other legal services in connection with the
       Debtors' Chapter 11 cases as may be requested by the
       Committee.

Landis Rath will be paid at these hourly rates:

       Richard S. Cobb, partner        $675
       Matthew B. McGuire, partner     $530
       Joseph D. Wright, associate     $330
       Travis J. Ferguson, associate   $295

Landis Rath will also be reimbursed for reasonable out-of-pocket
expenses incurred.
   
Richard S. Cobb, partner of Landis Rath, 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.

Landis Rath can be reached at:

       Richard S. Cobb, Esq.
       LANDIS RATH & COBB LLP
       919 Market Street, Suite 1800
       Wilmington, DE 19801
       Tel: (302) 467-4400
       Fax: (302) 467-4450
       E-mail: cobb@lrclaw.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.


RADIOSHACK CORP: Gets Approval to Assign 72 Store Leases to Spring
------------------------------------------------------------------
RadioShack Corp. received approval from U.S. Bankruptcy Judge
Brendan Shannon to assign leases on 72 stores to Spring
Communications Holding Inc.

The approval came barely two months after the bankruptcy judge on
Feb. 27 approved the sale of designation right for each of the
leases to Spring Communications.   

Spring Communications had agreed to pay $15,000 for each RadioShack
store lease, according to court filings.

In separate rulings, Judge Shannon approved the assignment of six
leases on RadioShack stores, five of which will be assigned to
video game retailer GameStop, owner of Spring Communications.  The
five leases are for Store Nos. 2413, 9168.2847, 4542 and 4744.

Meanwhile, one store lease will be assigned to Simply Mac Inc.  The
lease is for Store No. 8598, a RadioShack store located along North
Waco Avenue, in Wichita, Kansas.      

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  A&G Realty Partners is the Debtors' real estate advisor.  
Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the
Official Committee of Unsecured Creditors as co-counsel.  Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.


RADIOSHACK CORP: May 27 Hearing on Sale of Leases to Spring
-----------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon is set to hold a hearing on
May 27 to consider the sale of leases on some of RadioShack Corp.'s
stores to Spring Communications Holding Inc. and GameStop Inc.

The electronics retailer selected Spring Communications as the
winning bidder for leases on 11 of its stores.  A list of these
RadioShack stores is available for free at http://is.gd/6jSjyO

Spring Communications is owned by video game retailer GameStop,
which also submitted a bid for two RadioShack store leases.  The
two stores were identified in court papers as Store Nos. 3621 and
8512.

RadioShack also selected as the winning bid another offer from
Spring Communications to acquire leases on 11 other stores.  The
stores are listed at http://is.gd/iaW7xY

The winning bid is subject to the contingency that Spring
Communications obtain agreement from affected landlords for an
extension of the expiration date, and reduction of the cure amounts
for each lease, according to court filings.

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  A&G Realty Partners is the Debtors' real estate advisor.  
Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the
Official Committee of Unsecured Creditors as co-counsel.  Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.


RADIOSHACK CORP: Sportive Wins Auction for Miami Beach Store Lease
------------------------------------------------------------------
RadioShack Corp. has selected Sportive Inc.'s offer to acquire the
lease on its Miami Beach store as the winning bid at a recently
concluded auction.

The Florida-based company offered $375,000 for the lease on
RadioShack's store located along Washington Avenue, in Miami Beach,
Florida.  The store was identified as Store No. 9723 in court
papers.

Sportive beat out rival bidder 420 Lincoln Road Associates Ltd.,
which offered $370,000.  RadioShack conducted the auction on May
14, court filings show.

U.S. Bankruptcy Judge Brendan Shannon will hold a hearing on May 27
to consider the sale of the store lease to Sportive.

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  A&G Realty Partners is the Debtors' real estate advisor.  
Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the
Official Committee of Unsecured Creditors as co-counsel.  Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.


REPUBLIC STORAGE: SSG Advises in Sale of Certain Assets
-------------------------------------------------------
SSG Capital Advisors, LLC acted as the investment banker to
Republic Storage Systems, LLC in the Article 9 sale of a
substantial portion of Republic's operating assets to an affiliate
of Echelon Capital, LLC.  The transaction closed in April 2015.

Founded in 1886 and headquartered in Canton, OH, Republic is a
manufacturer of lockers, shelving and other storage products.  The
Company also maintains a warehouse facility in Statesville, NC.
Republic's lockers are one of the most well recognized and reliable
brands in the industry.  The Company's manufacturing capabilities
and powder coat and liquid paint lines enable the Company to create
hundreds of configurations and produce lockers and shelving systems
to its customer's exact specifications.  Republic sells its
products nationwide.

The Company retained SSG to explore strategic options, including a
sale of substantially all of the Company's assets.  Working under
an extremely tight timeline, SSG began the marketing process,
identified a strategic buyer, assisted in the negotiations of the
Article 9 sale and closed the transaction within six weeks from
initial engagement.  SSG's experience in identifying buyers and
running an expedited sales process were critical to the successful
closing of the transaction.

Echelon is a manufacturing group focused primarily on metal
fabrication, which owns companies that operate under the Lyon,
Viking Metal Cabinet Co., Precision Quincy Ovens and Austin-Westran
brands.  The new company will be named Republic Storage Products,
LLC and will operate as a separate portfolio company of Echelon.

Other professionals who worked on the transaction include:

    * Adam G. Landis and Matthew B. McGuire of Landis Rath & Cobb
LLP, counsel to Republic Storage Systems, LLC;
    * Michael E. Jacoby and Mark Karbiner of Phoenix Management
Services, financial advisor to Republic Storage Systems, LLC;
    * Lawrence F. Flick of Blank Rome LLP, counsel to the equity
sponsor;
    * Jeffrey M. Wolf and Timothy P. Manning of Greenberg Traurig,
LLP, counsel to the secured lender; and
    * Russell I. Shapiro, Laura Friedel and Jonathan P. Friedland
of Levenfeld Pearlstein, LLC, counsel to Echelon Capital and its
affiliate.

                 About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  It provides its clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.  SSG
has a proven track record of closing over 250 transactions in North
America and Europe and is one of the leaders in the industry.

Securities are offered through SSG Capital Advisors, LLC (Member
SIPC, Member FINRA).  All other transactions are effectuated
through SSG Advisors, LLC, both of which are wholly owned by SSG
Holdings, LLC.  SSG is a registered trademark for SSG Capital
Advisors, LLC and SSG Advisors, LLC. SSG provides investment
banking, restructuring advisory, merger, acquisition and
divestiture services, private placement services and valuation
opinions.  Past performance is no guarantee of future results.

                 About Republic Storage Systems

Based in Canton, Ohio, Republic Storage Systems Company Inc. nka
The Belden Locker Company -- http://www.republicstorage.com/--
manufactured several lines of shelving and storage products
including lockers, industrial storage products, custom designed
mezzanine systems and engineered storage systems.

The Company filed for Chapter 11 protection on March 14, 2006
(Bankr. N.D. Ohio Case No. 06-60316).  James Michael Lawniczak,
Esq., Karen A. Visocan, Esq., Lisa M. Yerrace, Esq., Nathan A.
Wheatley, Esq., and Laura McBride, Esq, at Calfee, Halter &
Griswold LLP, represent the Debtor in its restructuring efforts.
Dov Frankel, Esq., Harry W. Greenfield, Esq., at Buckley King, LPA;
and Wanda Borges, Esq., at Borges Donovan Attorneys at Law,LLC,
represent the official committee of unsecured creditors.  When the
Debtor filed for protection from its creditors, it listed between
$10 million and $50 million in assets and debts.


RESIDENTIAL CAPITAL: Trust's Objection to Dlin Claim Narrowed
-------------------------------------------------------------
Bankruptcy Judge Martin Glenn signed off on a Memorandum Opinion
and Order Sustaining in Part and Overruling in Part the Rescap
Borrower Claims Trust's Objection to Claim Number 3732 filed by
Kenneth Dlin.

Judge Glenn, in overruling the Trust's objection, states "the
Trust's Objection relies in part upon the applicable investor
guidelines for Dlin's loan, contending that GMACM's actions as the
loan's servicer were required to follow the guidelines. But the
Trust failed to provide competent evidence of the investor
guidelines with its Objection and Reply, instead relying upon
inadmissible hearsay contained in the Priore Declaration and
GMACM's servicing notes for Dlin's loan." He, however, sustained
the objection as to Dlin's standing-related arguments that Dlin's
counsel abandoned on the record at the Hearing.

The Parties were ordered to meet and confer, as well as to provide
the Court with a letter scheduling the evidentiary hearing to
resolve the remaining portions of Dlin's Claim, on or before May
15, 2015. They were also directed to meet and confer about
settlement of the remaining claims and were required to submit a
status letter at least one week before the scheduled evidentiary
hearing.

A copy of the Judge Glenn's April 21, 2015 Memorandum Opinion and
Order Sustaining in Part and Overruling in Part the Recap Borrower
Claims Trust's Objection to Claim Number 3732 Filed By Kenneth
Dlin, is available at http://is.gd/pncpXpfrom Leagle.com.


REVEL AC: Can Solicit Votes for Chapter 11 Plan Until June 30
-------------------------------------------------------------
The. Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of Jersey extended the exclusive period within which Revel
AC Inc. and its debtor-affiliates may solicit acceptances of their
Chapter 11 plan until June 30, 2015.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014,
to pursue a quick sale of the assets.

The Chapter 11 cases of Revel AC LLC and its debtor-affiliates are
transferred to Judge Michael B. Kaplan.  The Debtors' cases was
originally assigned to Judge Gloria M. Burns.  The Debtors' Chapter
11 cases are jointly consolidated for procedural purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253)
on March 25, 2013, with a prepackaged plan that reduced debt by
$1.25 billion.  Less than two months later on May 15, 2013, the
2013 Plan was confirmed and became effective on May 21, 2013.


RGL RESERVOIR: S&P Puts 'B' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B' long-term
corporate credit rating on slotted and seamed liner company RGL
Reservoir Management Inc. on CreditWatch with negative
implications.

The issue-level ratings on the company's first-lien and second-lien
term loans are unchanged at 'B' and 'CCC+', respectively.  The
respective recovery ratings of '3' (50%-70% recovery in a default
scenario, at the lower end of the range) and '6' (0%-10% recovery)
are also unchanged.

"The CreditWatch placement reflects our expectation that RGL's 2015
revenues and EBITDA will be drastically lower than previously
forecast," said Standard & Poor's credit analyst Aniki
Saha-Yannopoulos.  As oil prices have dropped significantly, RGL's
core market, the Canadian oil sands producers, have postponed
expansion projects and significantly cut back capital spending.
Due to the uncertainty about the pickup in oil prices, S&P does not
foresee RGL generating any material revenues associated with growth
projects in the Canadian oil sands sector in the near term; S&P
expects the company to generate revenues mostly associated with
maintenance work.  In addition, S&P doesn't expect any increase in
revenues from other products, leading to overall revenues and
EBITDA significantly lower than S&P's previous forecast.

RGL is a small Calgary-based oilfield service company that
generates about 80% of its revenue from Canada.  It has a leading
market position in providing slotted and seamed liners in the
Western Canadian Sedimentary Basin and provides other products to
enhance oil recovery in the oil industry.

The CreditWatch placement reflects the strong risk of a downgrade
that could exceed one notch, depending on the results of S&P's
assessment of the company's business risk profile, including
industry conditions, as well as S&P's projections of RGL's credit
metrics and liquidity.  S&P expects to resolve the CreditWatch
placement before the end of June.



ROBIN GILBERT CRUMP: Ameris Bank's Plan Objection Sustained
-----------------------------------------------------------
Bankruptcy Judge David R. Duncan sustained Ameris Bank's objection
to the confirmation of a chapter 11 plan filed by debtor Robin
Gilbert Crump.

Judge Duncan states that "Ameris Bank's loan has fully matured.
Payment is due in full. The Debtor's proposed plan treatment
extends the term of the loan and the maturity date. It alters the
obligations of Crump under the loan documents. The proposal is a
modification, not a mere cure."

In denying confirmation of the plan filed November 17, 2014, as
amended on February 9, 2015, Judge Duncan concluded that "the
Ameris Bank loan is secured solely by the Debtor's principal
residence. The Debtor's proposed treatment of the loan in the plan
is a modification because it alters the payment schedule and
maturity date of the loan."

A copy of the Judge Duncan's April 16, 2015 Order is available at
http://is.gd/FM2bXSfrom Leagle.com.

The case is, In re Robin Gilbert Crump, Chapter 11, Debtor, CASE
NO. 14-05007-DD (D. S.C.)


SA-ENC BLU FOUNTAIN: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Affiliates of New Louisiana Holdings LLC (Case No. 15-50756) that
filed separate Chapter 11 bankruptcy petitions:

     Debtor                                   Case No.
     ------                                   --------
     SA-ENC Blu Fountain, LLC                 15-50613
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-ENC Fort Myers, LLC                   15-50614
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-ENC Glennon Place ALF, LLC            15-50615

     SA-ENC Glennon Place, LLC               15-50616

     SA-ENC Operator Holdings, LLC            15-50617

     SA-ENC Park Haven, LL                    15-50618

     SA-ENC PH Holdings, LLC                  15-50619

     SA-ENC Sunrise GP, LLC                   15-50620

     SA-ENC Tonganoxie, LLC                   15-50621

     SA-ENC VIP Manor, LLC                    15-50622

Nature of Business: Health Care

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Debtors' Counsel: Patrick J. Neligan, Jr., Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Ste. 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  Email: pneligan@neliganlaw.com

                                          Estimated    Estimated
                                            Assets    Liabilities
                                         -----------  -----------
SA-ENC Blu Fountain                      $100K-$500K   $1MM-$10MM
SA-ENC Fort Myers, LLC                   $1MM-$10MM    $1MM-$10MM

The petition was signed by Raymond Mulry, designated officer.

A list of SA-ENC Blu Fountain's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb15-50613.pdf

A list of SA-ENC Fort Myers, LLC's 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/lawb15-50614.pdf


SADLER CLINIC: Ch.7 Trustee Wins Bid to Angelica Textile Subpoena
-----------------------------------------------------------------
Bankruptcy Judge Marvin Isgur, in his April 17, 2015 Memorandum
Opinion, in the case docketed as ALLISON D. BYMAN, TRUSTEE,
Plaintiff(s), v. ANGELICA TEXTILE SERVICES, INC. Defendant(s), CASE
NO. 12-34546, ADVERSARY NO. 14-03231, granted the Motion to Quash
the Subpoena filed by Byman, the Chapter 7 Trustee for Sadler
Clinic, PLLC, on the Subpoena served by Angelica Textile Services,
Inc.

Judge Isgur held that the Memorandum prepared by the Strasbuger and
Price Law Firm, which was the subject of the Subpoena, constituted
attorney work product. He further stated that "Strasburger & Price
prepared the memorandum as a result of currently ongoing
litigation, rather than simply the possibility of future
litigation. The trustee asked for potential assistance in
prosecuting a lawsuit, and Strasburger & Price responded. Plainly,
the memorandum was prepared because of the HCAPS Conroe
Affiliation, Inc. litigation."

Judge Isgur further held that Angelica was not able to show any
compelling or extraordinary need that would justify the
Memorandum's disclosure. "Angelica's claim that witnesses will have
difficulty remembering the events in question and that the cost of
depositions will be prohibitive is insufficient to compel the
disclosure of opinion work product."

A copy of Judge Isgur's Memorandum Opinion is available at
http://is.gd/od8asafrom Leagle.com.

                     About Sadler Clinic PLLC

Sadler Clinic PLLC and Montgomery County Management Company, LLC
filed voluntary chapter 11 petitions for relief (Bankr. S.D. Tex.
Case Nos. 12-34546 and 12-34547) on June 15, 2012.  Bankruptcy
Judge Karen K. Brown oversaw the case.

The Debtors operate a multi specialty physician clinic known as
Sadler Clinic.  Sadler Clinic was founded in 1958 by Dr. Deane
Sadler, Dr. Irving Watson and Dr. Walter Wilkerson.  

The Debtors prepared a restructuring plan but was unable to obtain
support of a plan from Hospital Corporation of America.  The
Debtors intended for an orderly liquidation in filing for
bankruptcy.

Jason M. Rudd, Esq., and Kyung Shik Lee, Esq., at Diamond McCarthy,
L.L.P., preside over the case.  

Montgomery County Management estimated $10 million to $50 million
in both assets and debts.  Sadler Clinic estimated $1 million to
$10 million in both assets and debts.

The petitions were signed by John T. Young, Jr., chief
restructuring officer.


SAN BERNARDINO, CA: Council Approves Bankruptcy Plan
----------------------------------------------------
Ryan Hagen, writing for The Sun, reported that a full-court press
by the city's administrators, consultants and allies from the
community convinced six of the seven council members that it was
vital to pass the Plan of Adjustment, pushing the city into the
next stage of its nearly three-year bankruptcy.

As previously reported by The Troubled Company Reporter, San
Bernardino is looking to exit court protection with a plan that
pays some bondholders a penny on the dollar but maintains pension
benefits for retired city workers.  The city's plan, filed on May
14, lays out how San Bernardino leaders could immediately save up
to $79 million while still making full payments into the pension
fund run by California Public Employees' Retirement System, also
known as Calpers, which distributes that money to thousands of
retired city workers.

According to the Journal, the vote, with Councilman John Valdivia
opposing, comes in advance of a May 30 court-imposed deadline that
U.S. Bankruptcy Judge Meredith Jury said she would extend only if
"the earth moved" under the city.

But it isn't the final word on the cutbacks and other changes
included in the Plan of Adjustment -- creditors still will be able
to object to its provisions, and the city will continue negotiating
to try to avoid that expensive litigation, City Attorney Gary Saenz
said, the report related.

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles (104
km) east of Los Angeles, estimated assets and debts of more than $1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SANDRIDGE ENERGY: S&P Lowers Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based SandRidge Energy Inc. to 'SD'
(selective default) from 'CCC+'.

S&P is also lowering the issue-level rating on the company's senior
unsecured notes due 2021 and 2022 to 'D' from 'CCC'.  The 'CCC'
issue-level ratings on the company's senior unsecured notes due
2020 and 2023 are unchanged.  The '5' recovery rating on the senior
unsecured notes is unchanged, reflecting S&P's expectation of
modest (10% to 30%; lower half of the range) recovery in the event
of a conventional default.  S&P also removed all ratings from
CreditWatch where it placed them with negative implications on May
14, 2015.

"The downgrade follows SandRidge's announcement that it has
concluded an agreement with holders of portions of its senior
unsecured notes to exchange the notes for common stock," said
Standard & Poor's credit analyst Ben Tsocanos.  "We view the
transaction as a distressed exchange because at the close of the
transaction investors received stock valued at less than what was
promised on the original securities," he added.

S&P expects to review the corporate credit ratings and issue-level
ratings when it assess the likelihood of further debt exchanges as
low.  The company has indicated an interest in reducing debt
meaningfully, which S&P believes could involve additional
exchanges, as well as other options such as asset sales.  S&P's
analysis will incorporate the challenging operating environment for
oil and gas companies at current commodity prices and SandRidge's
high, though marginally improved, leverage.



SEXTON ROAD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sexton Road Properties, LLC
        c/o Danieal H. Miller
        720 W. Sexton Road

Case No.: 15-20529

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Hon. Dennis R. Dow

Debtor's Counsel: Bryan Bacon, Esq.
                  EVANS & DIXON, LLC
                  501 West Cherry Street, Suite 200
                  Columbia, MO 65201
                  Tel: 573-777-8823
                  Fax: 314-884-4541
                  Email: bbacon@evans-dixon.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Danieal H. Miller, sole member.

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


SIMPLY FASHION: Gets Final Approval to Access $1.25-Mil. DIP Loan
-----------------------------------------------------------------
The Hon. Laurel M. Iscoff of the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, gave Adinath Corp.
and Simply Fashion Stores, Ltd., final authority to obtain senior
secured postpetition financing from JNS INVT, LLC, in the amount
not to exceed $1,250,000, pursuant to the budget.

As reported by The Troubled Company Reporter, JNS, which is already
owed $9 million on a secured prepetition revolving credit facility,
has agreed to provide the Debtors DIP financing not to exceed
$1,250,000.  JNS INVT is managed by Swapnil Shah and Shail Shaw,
who are indirect owners of Simply Fashion.

The cash collateral will be used for (a) working capital and
general corporate purposes, (b) payment of certain of the costs of
administration of the Cases, to the extent set forth in the Budget,
(c) payment of interest, fees and costs to the DIP lender under
final order, and (d) payment of insurance on the collateral;

The DIP loan will have an interest rate of 6% per annum, with no
fees.  The DIP lender will receive a first priority, priming lien
(subject to the Iberiabank lien) on all tangible and intangible
assets of the Debtor.   Iberiabank, which is owed $400,000 for
financing of Simply Fashion's cash register system, does not have
secured interest in cash collateral.

For the Period April 16, 2015 through the anticipated final hearing
on cash collateral (on or before May 8, 2015), the Debtors seek to
use $1,250,000 in proceeds from the DIP loan and cash collateral.

JNS INVT, as prepetition lender, will receive additional and
replacement liens and an administrative expense claim to the extent
of any diminution on value of the collateral.  In addition, JNS IVT
commencing on May 1 will receive interest accrued on the Debtor's
prepetition obligations from and after the Petition Date, and will
receive payment of reasonable fees and expenses of the lender's
attorneys and financial advisors.

The lender's adequate protection liens and superpriority claim will
be subordinate the carve-out of $300,000 for fees of retained
professionals.

A full-text copy of the final DIP order including the budget is
available for free at http://is.gd/MIoiEu

                       About Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.  

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.

The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.


SIX-S GOLF: Case Summary & Largest Unsecured Creditors
------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                     Case No.
        ------                                     --------
        Six-S Golf LLC                             15-11105   
           dba Waterways Golf Resort
           dba Fiddlers Pub & Restaurant
        5920 County Road 6  
        Belfast, NY 14711

        Six-S Holdings LLC                         15-11106
        5920 County Road 16
        Belfast, NY 14711

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Carl L. Bucki

Debtor's Counsel: Daniel F. Brown, Esq.
                  ANDREOZZI, BLUESTEIN, WEBER, BROWN, LLP
                  333 International Drive, Suite B-4
                  Williamsville, NY 14221
                  Tel: 716-633-3200
                  Fax: 716-633-0301
                  Email: dfb@abfmwb.com

                                          Estimated   Estimated
                                            Assets    Liabilities
                                         ----------   -----------
Six-S Golf                               $0-$50,000   $1MM-$10MM
Six-S Holdings                           $1MM-$10MM   $1MM-$10MM

The petition was signed by Richard Patton, member, manager.

A list of Six-S Golf's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb15-11105.pdf

A list of Six-S Holdings' eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nywb15-11106.pdf


SNOWFLAKE COMMUNITY: Case Summary & 2 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Snowflake Community Foundation
        126 East Commercial Street
        P.O. Box 1348
        Saint Johns, AZ 85936

Case No.: 15-06264

Chapter 11 Petition Date: May 20, 2015

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

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: Rob Charles, Esq.
                  LEWIS ROCA ROTHGERBER LLP
                  1 South Church Ave Ste 700
                  Tucson, AZ 85701-1611
                  Tel: 520-629-4427
                  Fax: 520-879-4705
                  Email: rcharles@lrrlaw.com

Total Assets: $10 million

Total Liabilities: $7.7 million

The petition was signed by Ashley Poston, director.

List of Debtor's two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Aztec Land and Cattle Co., Ltd.    Costs relating to     $346,074
10265 W. Camelback Road, No. 104   APA and other
Phoenix, AZ 85037                   advances

The Town of Snowflake              Costs relating to     $170,000
81 West 1st South                  APA
Snowflake, AZ 85937


SOUTHGOBI RESOURCES: CIC Grants Deferral to Cash Interest Payment
-----------------------------------------------------------------
SouthGobi Resources Ltd. on May 20 provided an update with respect
to the May 2015 cash interest payment due on the China Investment
Corporation convertible debenture, the refusal by the Supreme Court
of Mongolia to hear SouthGobi's case on appeal and the status of
the Toronto Stock Exchange delisting review.  In addition, the
Company announces that its Annual and Special Meeting of
Shareholders has been postponed from June 15, 2015 to July 24,
2015.

CIC Convertible Debenture

Approximately US$7.9 million in cash interest was due by the
Company to CIC on May 19, 2015 under the CIC Convertible Debenture
subject to a three day contractual cure period until May 22, 2015.

CIC has confirmed to the Company that subject to certain conditions
and limitations, it has agreed to grant deferral of payment of the
May 2015 cash interest installment until July 22, 2015 to allow the
Company to execute its proposed funding plan, as discussed in the
section Liquidity and Capital Resources under the heading Proposed
Funding Plan in the Management Discussion and Analysis issued on
May 11, 2015 and available on SEDAR at www.sedar.com

As consideration for the extension, the Company has agreed to pay
CIC a deferral fee of 6.4% per annum on the amount of the May 2015
cash interest installment.

In all other respects, the provisions of the CIC Convertible
Debenture remain in full force and effect and the deferral of the
May interest payment by CIC is without prejudice to CIC's right to
pursue any of its remedies at any time if an event of default
occurs pursuant to the continuing terms of the CIC Convertible
Debenture.

In the event the Company fails to pay the May 2015 cash interest
installment when due on July 22, 2015, this would result in an
event of default under the CIC Convertible Debenture and CIC would
have the right to declare the full principal and accrued interest
owing thereunder immediately due and payable, which could result in
voluntary or involuntary proceedings involving the Company as
discussed under the heading Risk Factors in the MD&A issued on
March 30, 2015 and available on SEDAR at www.sedar.com

Refusal by the Supreme Court of Mongolia to hear SouthGobi's case
on appeal

On April 22, 2015 the Company's subsidiary SouthGobi Sands LLC
filed an appeal with the Supreme Court of Mongolia against the
decision of the Second District Criminal Court of Justice upholding
the US$18 million Tax Verdict against SGS as discussed under the
heading Governmental and Regulatory Issues in the MD&A issued on
March 30, 2015 and available on SEDAR at www.sedar.com

In accordance with Mongolia's Criminal Procedure Law, SGS filed the
appeal through the Second District Criminal Court of Justice.  On
April 29, 2015, SGS was informed that the Second District Criminal
Court of Justice had refused the appeal citing that SGS, as a civil
defendant, does not have the right to file an appeal with the
Supreme Court.  On April 29, 2015, SGS sent a letter and filed an
official protest to the Second District Criminal Court of Justice
rejecting and challenging the legal grounds for its decision.

On May 20, 2015, SGS was informed that the Supreme Court had
refused to hear the appeal and had returned the appeal to the
Second Criminal Court of Justice.  The Supreme Court based its
decision on a restrictive reading of Article 342 of the Criminal
Procedure Law of Mongolia which stipulates that "the defendant,
person acquitted, the victim, and their respective defense counsel
have the right to lodge a complaint to the Supreme Court".  The
Supreme Court concluded that the omission of a specific reference
to a civil defendant in Article 342, in and of itself denies SGS,
in such capacity, the right to lodge an appeal to the Supreme
Court.

In its decision, the Supreme Court did not address other provisions
of the Criminal Procedure Law and the Law on Courts of Mongolia,
which provide that civil defendants have standing to appeal to the
Supreme Court and that no judicial proceedings or decisions in
Mongolia are outside of the scope of supervision by the Supreme
Court.

SGS notes that the letter from the Supreme Court was signed by one
of the justices of the Supreme Court.  SGS believes that the letter
was issued in violation of the relevant rules of the Supreme Court,
which require that decisions on the refusal to hear a case on
appeal be made by the Presiding Justice of the Criminal Chamber of
the Supreme Court.  SGS intends to send an official letter of
protest to the Presiding Justice and request an explanation on the
Justice's decision and letter.

The Company continues to believe that there is a lack of evidence
to support both the Tax Verdict and the Appeal Verdict, and that
the verdicts are both substantively and procedurally in error under
the laws of Mongolia.  However, should the Presiding Justice uphold
the decision to refuse to hear the case on appeal, such decision
will exhaust the legal appeals available to the Company in
Mongolia.

The refusal by the Supreme Court to hear the case on appeal will
render the Tax Verdict payable.  Under Mongolian law, the verdict
can then be enforced by the General Executive Agency of Court
Decisions of the Mongolian government.  However, the Company has
not received any demand or communication from the Government of
Mongolia or any agency thereof in connection with the tax penalty
to date.

The Company intends to work with the relevant authorities in
Mongolia to resolve the dispute giving rise to the Tax Verdict in a
manner that is appropriate having regard to the Company's limited
financial resources and supportive of a positive environment for
foreign investment in Mongolia. In this connection, the Company is
assessing a range of possibilities that could be available to
achieve such a resolution with the Mongolian authorities.  However,
there can be no assurance that any such resolution can be
successfully negotiated by the Company either at all or on
favorable terms, or that the terms of any resolution to which the
Government would be prepared to agree would not be materially
adverse to the Company.  In such case, this may result in an event
of default under the CIC Convertible Debenture and CIC would have
the right to declare the full principal and accrued interest owing
thereunder immediately due and payable. Such an event of default
under the CIC Convertible Debenture or the Company's inability to
pay the penalty could result in voluntary or involuntary
proceedings involving the Company as discussed under the heading
Risk Factors in the MD&A issued on March 30, 2015 and available on
SEDAR at www.sedar.com

TSX Financial Hardship Exemption Application and Status of Listing
on TSX

The Company has requested approval from the TSX for a 30 day
extension of the delisting review until June 18, 2015.  The request
for an extension is a consequence of the delays in the closing of
the share purchase agreement between Turquoise Hill Resources Ltd.
and Novel Sunrise Investments Limited and the associated delays in
the implementation of the Company's Proposed Funding Plan‎.  For
additional detail, refer to the section Liquidity and Capital
Resources under the heading TSX Financial Hardship Exemption
Application and Status of Listing on the TSX in the MD&A issued on
May 11, 2015 and available on SEDAR at www.sedar.com

The Company will announce a further update upon receipt of a
response from TSX on its extension request.

Postponement of the Company's AGM

The Company announces that its AGM has been postponed from
June 15, 2015 to July 24, 2015 in order to provide the Nominating
and Corporate Governance Committee and Board of Directors with
additional time to complete the Company's governance process and
finalize the Director nominees to be presented at the Company's
AGM.

                        About SouthGobi

SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is
focused on exploration and development of its metallurgical and
thermal coal deposits in Mongolia's South Gobi Region.  It has a
100% shareholding in SouthGobi Sands LLC, a Mongolian registered
company that holds the mining and exploration licences in Mongolia
and operates the flagship Ovoot Tolgoi coal mine.  Ovoot Tolgoi
produces and sells coal to customers in China.


SPECTRUM ANALYTICAL: Can Employ Bacon Wilson as Bankr. Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Spectrum Analytical, Inc., and Hanibal Technology, LLC, to employ
Bacon Wilson, PC, as counsel.

As previously reported by The Troubled Company Reporter, the firm
will, among other things:

   -- provide legal advice with respect to the powers and duties of
the debtors-in-possession in the continued operation of their
business;

   -- represent the Debtors in postpetition negotiations with
secured creditors; and

   -- represent and assist the Debtors with any postpetition sale
of property of the estate.

                     About Spectrum Analytical

Spectrum Analytical Inc. provides testing and analytical data for
environmental interests.  Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology.  Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.

Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender.  Hanibal Tayeh,
the sole member, signed the bankruptcy petitions.

Spectrum estimated $10 million to $50 million in assets and debt.
Hanibal estimated less than $10 million in assets and debt.

Bacon Wilson, P.C., serves as the Debtors' counsel.


SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Abstention Bid
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene an evidentiary hearing on May 22, 2015, on Bank Rhode
Island's motion for the Bankruptcy Court to abstain from hearing
the Chapter 11 petitions of Spectrum Analytical Inc. and Hanibal
Technology LLC.

As previously reported by The Troubled Company Reporter, the Bank
believes that Hanibal Tayeh, the Debtors' principal, has filed the
petition to reinstate himself in control of the Debtors, an
occurrence which would be to the substantial detriment of the
Debtors and their creditors.

                     About Spectrum Analytical

Spectrum Analytical Inc. provides testing and analytical data for
environmental interests.  Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology.  Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.

Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender.  Hanibal Tayeh,
the sole member, signed the bankruptcy petitions.

Spectrum estimated $10 million to $50 million in assets and debt.
Hanibal estimated less than $10 million in assets and debt.

Bacon Wilson, P.C., serves as the Debtors' counsel.


SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Turnover Bid
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene an evidentiary hearing on May 22, 2015, on Spectrum
Analytical, Inc.'s motion to compel the receiver to turnover
property of the estate.

                     About Spectrum Analytical

Spectrum Analytical Inc. provides testing and analytical data for
environmental interests.  Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology.  Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.

Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender.  Hanibal Tayeh,
the sole member, signed the bankruptcy petitions.

Spectrum estimated $10 million to $50 million in assets and debt.
Hanibal estimated less than $10 million in assets and debt.

Bacon Wilson, P.C., serves as the Debtors' counsel.


SPENDSMART NETWORKS: Reports $2.15 Million Revenues in Q1
---------------------------------------------------------
SpendSmart Networks, Inc. dba "SMS Masterminds," reported its
financial results for the first quarter ended March 31, 2015.

Revenues for the first quarter of fiscal 2015 were $2.15 million
compared with $667,000 for the first quarter of 2014, representing
an increase of 222%.  The increase in revenues was primarily
attributable to the increase in the Company's licensee network and
product offerings.  Operating expenses for the first quarter of
2015 were $3.12 million compared to $2.78 million in the first
quarter of 2014.  Net loss for the quarter was $950,000 compared to
a net loss of $3.30 million for the first quarter of 2014.  Stock
based compensation costs for the first quarter of 2015 totaled
$591,000, while the effects of depreciation, amortization and
changes in the Company's derivative and earn-out liabilities
totaled $189,000.

Alex Minicucci, CEO of SpendSmart, stated: "We continue to build
momentum with our products and services resulting in significant
revenue growth in the first quarter of 2015.  2014 was a
transitional period for the Company and the majority of the
financial effects of the prepaid card business and its closure
ended with the close of 2014.  2015 continues to be a significant
year as we further develop our licensee network, develop our
technology, launch new licenses, and set the roadmap for licensees
to penetrate their markets. Our multi-channel digital loyalty and
marketing solutions represent best practices for driving engagement
and transactions for both small and large businesses alike, making
for a scalable business model through which we can build value for
our shareholders."

More detailed information regarding SpendSmart's financial results
for the first quarter of 2015 can be found in the Company's
quarterly report on Form 10-Q which the Company filed with the
Securities and Exchange Commission on May 15, 2015.

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

                         http://is.gd/qQVUcg

                      About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $10.1 million in total
assets, $2.91 million in total liabilities, and $7.18 million in
total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, 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 since inception and has yet to establish a profitable
operation.  These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern,
according to the regulatory filing.


SRP PLAZA: Names Jeffrey Susa as Responsible Person
---------------------------------------------------
SRP Plaza LP asks the U.S. Bankruptcy Court for the District of
Nevada for permission to employ Jeffrey S. Susa as designated
responsible person in the Debtor's Chapter 11 case.

The Debtor tells the Court that Mr. Susa is readily familiar with
the Debtor's business, operational, and financial affairs.

                      About SRP Plaza, L.P.

SRP Plaza, L.P., is the owner of a retail shopping center commonly
known as "Mission Paseo Shopping Center" with addresses of 6985 and
7005 West Sahara Avenue and 2555 and 2585 South Rainbow Boulevard,
Las Vegas, Nevada.  SRP Plaza, L.P., a Single Asset Real Estate,
filed a Chapter 11 petition (Bankr. D. Nev. Case No. 15-12127) in
Las Vegas, Nevada, on April 16, 2015, to halt a receiver from
taking control of the property.  The Debtor estimated $10 million
to $50 million worth of assets against debt of less than $10
million.

U.S. Bank National Association, as successor trustee for the
registered holders of Bear Stearns Commercial Mortgage Securities,
Inc., Commercial Pass-Through Certificates, Series 20015-PW37,
declared an event of default under a Deed of Trust dated on Dec. 7,
2004, and recorded against the real property of SRP on Dec. 9, 2004
as Instrument No. 20041209-0003438.

On March 31, 2014, the Bank filed a complaint for appointment of a
receiver in the Eight Judicial District Court, Clark County,
Nevada, being Case No. A-15-71622 against SRP, and on April 9,
2015, filed an application for the appointment of a receiver
seeking the potential seizure of control of SRP's property, which
actions, if allowed to proceed, would cause significant and
irreparable harm to SPR, its creditors and other
parties-in-interest.

The bankruptcy case is assigned to Judge August B. Landis.

SRP Plaza is represented by Zachariah Larson, Esq., Matthew C.
Zirzow, Esq. and Shara L. Larson, Esq. at Larson & Zirzow, LLC in
Las Vegas, Nevada.


TAYLOR ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Taylor Associates, LP
        300 Market St.
        Johnstown, PA 15901

Case No.: 15-70369

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 20, 2015

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Judge: Hon. Jeffery A. Deller

Debtor's Counsel: Kathryn L. Harrison, Esq.
                  CAMPBELL & LEVINE, LLC
                  310 Grant Street, Suite 1700
                  Pittsburgh, PA 15219
                  Tel: 412-261-0310
                  Fax: 412-261-5066
                  Email: klh@camlev.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephen Zamias, managing member, Taylor
Gen/Par, LLC.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb15-70369.pdf


TUNICA-BILOXI GAMING: S&P Cuts ICR to D on Missed Interest Payment
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Marksville, La.-based Tunica-Biloxi Gaming
Authority (TBGA), as well as its issue-level rating on TBGA's 9%
$150 million senior unsecured notes due November 2015, to 'D' from
'CCC'.

"The downgrade reflects TBGA's decision not to make its $6.75
million interest payment to its unsecured senior noteholders on May
15, 2015," said Standard & Poor's credit analyst Stephen Pagano.

A payment default has not occurred according to the legal
provisions of the notes because of the 30-day grace period in which
to cure interest payment defaults.  However, despite the grace
period, S&P considers a default to have occurred because it does
not believe the payment will be made within the stated grace
period.  S&P believes TBGA is engaged in restructuring discussions
with its noteholders regarding the maturity of its capital
structure in November, and will not make the interest payment
within the grace period.



UTSTARCOM HOLDINGS: DASAN Networks Owns 4.9% of Ordinary Shares
---------------------------------------------------------------
DASAN Networks, Inc. disclosed in an amended Schedule 13G filed
with the Securities and Exchange Commission that as of May 15,
2015, it beneficially owns 1,947,000 ordinary shares, $0.00375 par
value, of UTStarcom Holdings Corp, representing 4.9% of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/28OYOM

                      About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom reported a net loss of $30.26 million in 2014, a net loss
of $22.73 million in 2013 and a net loss of $34.4 million in 2012.


UTSTARCOM HOLDINGS: Posts $30.3 Million Net Loss in 2014
--------------------------------------------------------
UTStarcom Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing a net
loss of $30.3 million on $129 million of net sales for the year
ended Dec. 31, 2014, compared to a net loss of $22.7 million on
$164 million of net sales for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $279 million in total assets,
$164 million in total liabilities and $115 million in total
stockholders' equity.

As of Dec. 31, 2014, the Company had an accumulated deficit of
$1.21 billion.

"We have a history of operating losses and may not have sufficient
liquidity to execute our business plan or to continue our
operations without obtaining additional funding or selling
additional securities.  We may not be able to obtain additional
funding under commercially reasonable terms or issue additional
securities," the Company said in the report.

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

                        http://is.gd/9Jr6sH

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


VANTAGE SPECIALTY: S&P Lowers CCR to 'B-', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Illinois-based Vantage Specialty Chemicals Inc. to 'B-'
from 'B'.  The outlook is stable.

S&P also lowered its issue rating on the company's senior secured
debt to 'B-' from 'B'.  S&P revised the recovery rating to '3' from
'4', indicating S&P's expectation of meaningful (50% to 70%; lower
half of the range) recovery in the event of payment default.

"We based the ratings on our assessment of Vantage's financial risk
as 'highly leveraged' and its business risk profile as 'weak,' as
defined in our criteria," said Standard & Poor's credit analyst
Allison Czerepak.  "Despite the highly leveraged financial profile,
we believe Vantage will be able to maintain 'adequate' liquidity,
as defined in our criteria, over the next two years," said Ms.
Czerepak.

The stable rating outlook on Vantage Specialty Chemicals Inc.
reflects S&P's expectations of reasonably predictable EBITDA and
cash flow generation over the next year.  Despite S&P's assessment
of the company's financial profile as "highly leveraged," under
S&P's criteria, it views Vantage's annual cash-based debt-servicing
obligations as being manageable relative to its cash flow
generation because a large portion of the company's debt is in the
form of PIK preferred (at a parent holding company) on which S&P
anticipates no cash interest outflow.  S&P expects an improvement
in the company's EBITDA and cash flow generation, based on S&P's
overall outlook for modest economic growth and its expectation that
the company's strengths in the domestic market and its presence in
Latin American markets will contribute to better overall volumes.

S&P assumes that management and the company's owners will support
credit quality and, therefore, S&P has not factored into its
analysis any distributions to shareholders (unless the
distributions extinguish a portion of PIK preferred in a
transaction similar to one undertaken in the fourth quarter of
2013) or significant debt-funded capital spending.  S&P expects
that the company will maintain leverage credit measures within its
range of expectations, with debt to EBITDA at or above 7x.

S&P could lower the ratings further if Vantage's revenue growth
were to stall or turn negative, or if its margins were to decline
to single-digit levels.  Additionally, S&P could lower ratings if
liquidity were to weaken to levels below what it considers to be
"adequate" under its criteria, if cash flow turns negative, or if
current leverage levels become unsustainable.

At the current debt levels, S&P do not anticipate any significant
improvement in credit quality, and therefore, it is not likely to
raise the ratings over the next year.  S&P could consider an
upgrade if the company unexpectedly reduces leverage using equity
to pay down debt -- improving the ratio of FFO to total adjusted
debt to above 10% -- and S&P believes that the owners and
management would be committed to maintaining leverage at these
improved levels.  Additionally, S&P could raise ratings if debt to
EBITDA falls to levels at or below 6x (including PIK preferred) for
a sustainable period.



VIPER VENTURES: Can Use Cash Collateral Until July 15
-----------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, on an interim basis, Viper
Ventures, LLC, to use cash collateral from April 15, 2015, to July
15, 2015, pursuant to a final budget.  A full-text copy of the
final budget is available for free at http://is.gd/Y9Mfyn

A hearing is set for June 18, 2015, at 2:30 p.m., to consider final
approval of the Debtor's bid to use cash collateral.

As reported in the Troubled Company Reporter on April 6, 2015,
funding for the acquisition of the Debtor's property was provided
by two loans from Wachovia Bank, N.A., as predecessor in interest
to Wells Fargo Bank, N.A., and by investments from 16 different
individuals or entities who hold equity positions ranging from as
much as 20% to as little as 0.6%.

As of the Petition Date, the balance under a loan provided by the
Lender on June 4, 2014, is approximately $6,784,885.  In addition,
there's a $7,981,931 balance under a loan provided on June 30,
2015.

In addition, prior to the Petition Date, on March 25, 2015, the
Debtor executed in favor of Viper Lending, as agent for the
Investors: (i) a Revolving Line of Credit Promissory Note,
evidencing a line of credit with a maximum availability of $1
million; and (ii) a Mortgage, Security Agreement, Assignment of
Rents and Fixture Filing, pursuant to which the Debtor granted to
Viper Lending, as agent for the Investors, a junior lien on all
assets of the Debtor.  

Prior to the Petition Date, advances in the aggregate amount of
$147,028 were made by the Investors on a pro rata basis to fund the
prepetition retainers for professionals and costs for the closing
of the facility.

The Debtor purported to grant to the Lender a lien on its real
property, as well as rents and accounts receivable.  In addition,
the Debtor granted to Viper Lending, as agent for the Investors, a
junior lien on the Property, as well as rents.  Accordingly, the
Lender and Viper Lending may assert they have a lien on the
Debtor's rents and accounts receivable and that they therefore have
an interest in the Debtor's cash collateral within the meaning of
11 U.S.C. Sec. 363(a).

The Debtor says it will provide good and sufficient adequate
protection to the Lender and Viper Lending for the use of the Cash
collateral:

   * The Debtor will provide the Lender and Viper Lending with
replacement liens identical in extent, validity and priority as
such liens existed on the Petition Date; and

   * The Debtor will provide on a weekly basis profit and loss
statements on a cash basis to counsel for the Lender and Viper
Lending.

At the initial hearing on the Motion, the Debtor will seek to use
Cash Collateral in the amount of approximately $30,000 or such
other amount as is necessary to avoid immediate and irreparable
harm on an interim basis pending entry of a final order on the
Motion.


WET SEAL: PwC Approved to Provide Tax Compliance Services
---------------------------------------------------------
The Wet Seal, Inc., now known as Seal123, Inc., et al., sought and
obtained approval from the bankruptcy court to employ
PricewaterhouseCoopers LLP, nunc pro tunc to March 31, 2015.

PwC will provide the Debtors with tax compliance services and as
necessary, tax consulting services and other tax services.

Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP,
counsel for the Debtors, certified that as of the May 1, 2015
objection deadline, the Debtors received informal comments from the
Office of the U.S. Trustee.  In this connection, the Debtors
revised the original form of order after discussions with the U.S.
Trustee.  A copy of the revised order is available for free at:

     http://bankrupt.com/misc/Seal123Inc_app_employPwC.pdf

In the Debtors' April 17 motion, the Debtors anticipated that PwC's
fee for tax compliance services will be $140,000 with fees for any
necessary tax consulting services to be billed at hourly rates and
for any necessary other tax services to be subject to the terms of
a separate statement of work.

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081
to 15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  The Wet
Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in
liabilities as of the Chapter 11 filing.

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher &
Flom
LLP.

Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.  

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.  The Committee retained Pachulski Stang Ziehl & Jones
LLP as its counsel and Province Inc. as its financial advisor.

The Wet Seal, Inc., changed its name to "Seal123, Inc." on April
17, 2015, in accordance with the Asset Purchase Agreement with
Mador Lending, LLC, an affiliate of Versa Capital Management, LLC
as buyer.



YELLOWSTONE MOUNTAIN: Founder Petitions High Court for Release
--------------------------------------------------------------
Patrick Fitzgerald, writing for the Daily Bankruptcy Review,
reported that a lawyer for Tim Blixseth, the jailed founder of the
luxurious Yellowstone Club ski and golf resort, is petitioning the
U.S. Supreme Court for his client's release.

According to the report, lawyer Michael J. Ferrigno wrote to
Justice Anthony M. Kennedy seeking Mr. Blixseth's release from a
Montana jail.  The former billionaire property developer has been
held in the Cascade County Detention Center in Great Falls, Mont.,
since April 20 after a district court judge found him in contempt
for failing to account for millions of dollars he owes creditors,
the report related.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski    
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


YINGLI GREEN: Responds to Media Coverage on Going Concern Doubt
---------------------------------------------------------------
Yingli Green Energy Holding Company Limited, a solar panel
manufacturers, on May 20 issued the following statement to respond
to recent media coverage on the Company's ability as a going
concern as disclosed in its annual report on Form 20-F for the year
ended December 31, 2014 filed with the U. S. Securities and
Exchange Commission on May 15, 2015.

In accordance with the relevant rules and regulations of the SEC
and the New York Stock Exchange, Yingli Green Energy recently filed
the 2014 Annual Report with the SEC, in which the Company disclosed
its operating and financial results for 2014, including the
Company's historical financial performance, as well as the
Company's overall losses, debt-to-equity ratios and strategic
investments.  In line with the prudent analysis of its independent
auditors, the Company stated in the 2014 Annual Report that there
is substantial doubt as to the Company's ability to continue as a
going concern.  However, this statement has been taken and
interpreted out of context in some media coverages.  The Company
has been transparent not only about the risks and challenges it
faces, but also about the Company's alternative plans to mitigate
future risks and challenges.  The Company has already taken a
series of positive and substantive actions and steps relating to
its debt repayment plans, including the recent repayment of the
Company's mid-term notes in the principal amount of RMB 1.2
billion, which matured on May 3, 2015.  Overall, the Company is
optimistic about and confident in its ability to continue servicing
the global solar market, and feel well-positioned with our quality
products and access to capital in order to take advantage of the
current surge in solar demand.

Mr. Liansheng Miao, the chairman and chief executive officer of
Yingli Green Energy, commented, "While we still have another series
of medium term notes in the principal amount of RMB 1.0 billion due
on October 13, 2015, we believe that we will meet our repayment
obligations based on the substantial progress we have achieved to
date to secure funds to repay these notes on schedule."

In addition, the Company also announced that it will host first
quarter 2015 results conference call on June 5, 2015 and will
distribute its earnings announcement before the call.

                   About Yingli Green Energy

Yingli Green Energy Holding Company Limited (NYSE: YGE), --
http://www.yinglisolar.com-- is a solar panel manufacturer.  
Yingli Green Energy's manufacturing covers the photovoltaic value
chain from ingot casting and wafering through solar cell production
and solar panel assembly.  Headquartered in Baoding, China, Yingli
Green Energy has more than 30 regional subsidiaries and branch
offices and has distributed more than 13 GW solar panels to
customers worldwide.


[*] Choate Bankruptcy Attorneys Obtain Top Chambers USA Rankings
----------------------------------------------------------------
Choate, Hall & Stewart LLP has received top rankings in the 2015
edition of Chambers USA: America's Leading Lawyers for Business for
the majority of its practice areas -- Antitrust, Banking & Finance,
Bankruptcy/Restructuring, Corporate/M&A, Healthcare, Intellectual
Property, Litigation: General Commercial, Private Equity: Buyouts,
Tax, and Technology.  Twenty-seven Choate attorneys, representing
over one third of the firm's equity partners, were also ranked
among the top U.S. attorneys in their respective fields. These
include:

-- Antitrust -- Robert M. Buchanan, Jr.

-- Banking & Finance -- Andrew Hickey, Peter M. Palladino,
Kevin J. Simard, and John F. Ventola


-- Bankruptcy/Restructuring -- Douglas R. Gooding and
John F. Ventola


-- Corporate/M&A -- William B. Asher, Jr., Robert V. Jahrling III,
and Laurence P. Naughton

-- Employee Benefits & Executive Compensation -- Arthur S. Meyers


-- Healthcare -- Julie Hesse and Christine G. Savage


-- Insurance: Dispute Resolution: Reinsurance - Nationwide --
David A.  Attisani


-- Intellectual Property -- Karen F. Copenhaver (Licensing),
Robert S. Frank, Jr., Dr. Brenda H. Jarrell, and Eric J. Marandett


-- Labor & Employment -- Thomas E. Shirley


-- Litigation -- Mark D. Cahill (General Commercial), Jack
Cinquegrana (White-Collar Crime & Government Investigations),
Robert S. Frank, Jr. (General Commercial), Diana K. Lloyd
(White-Collar Crime & Government Investigations), and Joan Lukey
(General Commercial)

-- Litigation: Trial Lawyers - Nationwide -- Joan Lukey

-- Private Equity -- Christian A. Atwood (Buyouts), Stephen M. L.
Cohen (Buyouts), Brian P. Lenihan (Venture Capital Investment), and
Andrew E. Taylor, Jr. (Fund Formation)

-- Tax -- Louis J. Marett

-- Technology -- Karen F. Copenhaver

Chambers is considered to be the most reputable legal directory in
the world because inclusion is based solely on the findings of its
research teams.  The rankings data is culled from in-depth
interviews with thousands of clients and lawyers across the
country, with greater weight given to the views of the clients.
Ranking criteria include technical legal ability, professional
conduct, client service, commercial astuteness, diligence,
commitment, and other qualities most valued by the client.

Choate, Hall & Stewart LLP, one of the nation's leading law firms,
is consistently recognized for excellence by Best Lawyers in
America, Chambers USA, The Legal 500, World's Leading Lawyers,
International Who's Who of Lawyers, and Expert Guides.  With all of
its lawyers under one roof, Choate focuses on a core group of areas
where it represents clients across the United States and
internationally and provides exceptional efficiency, service and
value.  Choate's areas of focus include corporate/M&A, private
equity, finance & restructuring, high-stakes litigation, life
sciences, technology companies and intellectual property,
insurance/reinsurance, employee benefits and executive
compensation, labor & employment, healthcare, government
enforcement and compliance, tax, and wealth management.


[*] Moody's Says Default Rate Expected to Rise on E&P Companies
---------------------------------------------------------------
The 12-month default rate forecast for Oil and Gas companies rated
B2 or below in the Exploration and Production (E&P) sector is
estimated to more than double in the year ahead, Moody's Investors
Service said in a new report.

Moody's default-forecasting model estimates that the one-year
portfolio-average baseline default rate for these companies will
increase from 2.7% to 7.4%.

"With a gradual recovery in energy prices, the weaker oil & gas
issuers are at a much greater risk of default," said Moody's Senior
Vice President David Keisman. "The companies on the lower end of
spec-grade ratings are the ones that should be most worried."

As of May 1, 2015, the oil and gas sector comprised 15% of
companies rated B3 or lower -- the largest share for any sector
included on this list of ratings across US corporate sectors,
Moody's Associate Analyst Julia Chursin states in the report, "Oil
and Gas: The Bad, Ugly and Good." The percentage is nearly double
the 8% of oil and gas companies that occupied the list of US
companies rated B3 negative or lower a year ago.

In contrast, the report also notes that, as of the end of April
2015, over 70% of US E&P companies rated B1 or below had maintained
their ratings or had been upgraded since June 2014.

"The oil and gas industry is characterized by boom and bust cycles,
and many US E&P companies with experienced management teams have
seen this game before," said Senior Vice President Pete Speer.
"While these companies have successfully navigated the waters thus
far, low oil prices will continue to pressure the industry-at-large
and these companies' credit metrics."



[*] Republican Lawmaker Blasts U.S. Trustee Program Over Donation
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
bankrupt homeowners are getting the bulk of a historic, $50 million
settlement after the U.S. Trustee Program, the watchdog for the
country's bankruptcy courts, accused a J.P. Morgan Chase & Co. unit
of filing "robo-signed" mortgage documents to courts across the
country.

But as one angry Republican lawmaker pointed out at a hearing on
May 19, some of the money "didn't make it to the victims," the
Journal related.

According to the report, the fine print of the settlement called
for bank officials to make a $7.5 million donation to a charity run
by the American Bankruptcy Institute, a nonprofit trade group with
a program that warns students about the consequences of credit card
abuse and poor money management.  U.S. Rep. Bob Goodlatte (R., Va.)
said the mandatory donation to a third party was inappropriate and
undermined Congress's power to direct money via the appropriations
process, the Journal added.


[^] BOOK REVIEW: The Financial Giants In United States History
--------------------------------------------------------------
Author:  Meade Minnigerode
Publisher:  Beard Books
Softcover:  260 pages
List Price:  $34.95

Order your personal copy today at http://is.gd/tJWvs2

The financial giants were Stephen Girard, John Jacob Astor, Jay
Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim Fisk.
The accomplishments of some have made them household names today.
But all were active in the mid 1800s. This was a time when the
United States, having freed itself from Great Britain only a few
decades earlier, was gaining its stride as an independent nation.
The country was expanding westward, starting to engage in
significant international trade, and laying the foundations for
becoming a major industrial power. Astor, Vanderbilt, Gould, and
the others played major parts in all these areas. During the Civil
War in the first half of the 1860s, some became leading suppliers
of goods or financiers to the Federal government.

Minnigerode's focus is the highlights of the life of each of the
seven. Along with this, he identifies each one's prime
characteristics contributing to his road to fortune and how his
life turned out in the end. Not all of the men managed to keep and
pass on the fortunes they amassed. They are seen a "financial
giants" not only because they made fortunes in the early days of
American business and industry, but also for their place in laying
out the groundwork for American business enterprise, innovation,
and leadership, and for the notoriety they had in their day.

Minnigerode summarizes the style or achievement of each man in a
single word or short phrase. Stephan Girard is "The Merchant
Banker"; Cornelius Vanderbilt, "The Commodore." "The Old Man of
the Street" summarizes Daniel Drew"; with "The Wizard of Wall
Street" summarizing Jay Gould. Jim Fisk is "The Mountebank."

Jay Cooke, "The Tycoon," was to be "known throughout the country
for his astonishingly successful handling of the great Federal
loans which financed the Civil War." After the War, one of the
leaders of the Confederacy remarked that the South was really
defeated in the Federal Treasury Department thus, even on the
enemy side, giving recognition to Cooke's invaluable work of
enabling the Federal government to meet the huge costs of the War.
After the War, having earned the reputation as "the foremost
financier in the country," Cooke became involved in many large
financial ventures, including the building of a railroad to link
the East and West coasts of America. In this railroad venture,
however, Cooke and his banking firm made a fatal misstep in
investing in the Northern Pacific railway. The Northern Pacific
turned out to be a house of cards. When Cooke's firm was unable to
meet interest payments it owed because of money it had put into
the Northern Pacific, the firm went bankrupt; and this caused
alarm in the stock market and financial circles.

The roads to wealth of the "financial giants" were not smooth.
Like others amassing great wealth, they had to take risks. The
tales Minnigerode tells are not only instructive on how
individuals have historically made fortunes in business and the
characteristics they had for this, but are also cautionary tales
on the contingency of great wealth in some circumstances. Jim
Fisk, for instance, a larger-than life character "jovial and quick
witted [who was also] a swindler and a bandit, a destroyer of law
and an apostle of fraud," was presumably killed by a former
business partner. Unlike Cooke and Fisk, Cornelius Vanderbilt and
John Jacob Astor built fortunes that lasted generations.
Vanderbilt - nicknamed Commodore - starting in the New York City
area, built ships and established domestic and international
merchant and passenger lines. With the government coming to depend
on these with the rapid growth of commerce of the period and the
Civil War for a time, Vanderbilt practically had monopolistic
control of private shipping in the U.S. Astor made his fortune by
developing trade and other business in the upper Midwest, which
was at the time the sparsely-populated frontier of America, rich
in natural resources and other potential with the Great Lakes and
regional rivers as a means for transportation.

Although the social and business conditions in the early and mid
1800s when the U.S. was in the early stages of its development
were unique to that period, by concentrating on the
characteristics, personalities, strategies, and activities of the
seven outstanding businessmen of this period, Minnigerode
highlights business traits and acumen that are timeless. His
sharply-focused, short biographies are colorful and memorable.
This author has written many other books and worked in the
military and government.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***