TCR_Public/150525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 25, 2015, Vol. 19, No. 145

                            Headlines

22ND CENTURY GROUP: Appoints Nora Sullivan to Board
544 SAN ANTONIO: California Property Declared as "SARE"
ABL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
AC I INV MANAHAWKIN: Seeks June 20 Extension of Plan Filing Date
ALEXZA PHARMACEUTICALS: Eliminates Chief Operations Officer Post

ALLIED NEVADA: WK Mining Wants Court to Clarify DIP Order
ALLY FINANCIAL: Announces Final Results of Cash Tender Offer
AMERICAN APPAREL: Amends Previously Filed Report with SEC
AMERICAN POWER: Reports Second Quarter Fiscal 2015 Results
AMPLIPHI BIOSCIENCES: Provides Corporate Update and Q1 Results

ANDALAY SOLAR: Incurs $825,000 Net Loss in First Quarter
APPLIED MINERALS: Has Secondary Offering of 40.9M Shares
ARCH COAL INC.: Bank Debt Trades at 29% Off
ATKINS NUTRITIONALS: S&P Raises CCR to 'B', Outlook Stable
ATLANTIC CITY, NJ: Bond Offering Attacts Hedge Funds as Buyers

BERRY PLASTICS: Has Tender Offer for 9.75% Second Priority Notes
BERRY PLASTICS: Plans to Offer $700 Million Priority Notes
BERRY PLASTICS: S&P Affirms 'B+' Corp. Credit Rating
BON-TON STORES: Announces First Quarter Fiscal 2015 Results
BON-TON STORES: Brigade Capital Reports $5.6% Stake as of May 13

BOSTON RESTAURANT: June 2 Meeting Set to Form Creditors' Panel
BROADWAY FINANCIAL: Names Erin Selleck to Board of Directors
BTB CORPORATION: Section 341(a) Meeting Set for June 26
BUFFET PARTNERS: Court Dismisses Chapter 11 Bankruptcy Case
CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off

CAESARS ENTERTAINMENT: Stockholders Elect 4 Directors
CAL DIVE: Files Schedules of Assets and Liabilities
CAL DIVE: Proposes to Sell "Atlantic" for $4.5-Mil.
CALPINE CORP: Moody's Rates New $1.65BB Term Loan 'Ba3'
CASPIAN SERVICES: Incurs $6.12 Million Net Loss in Second Quarter

CATASYS INC: Swaps Warrant for Common Stock
CEETOP INC: Posts $121,000 Net Loss in First Quarter
CEQUEL COMMUNICATIONS: Moody's Reviews 'B1' CFR for Downgrade
CIMAREX ENERGY: Moody's Withdraws 'Ba1' Corporate Family Rating
CLAIRE'S STORES: Amends Fiscal 2014 Form 10-K to Add Part III

CLIFFS NATURAL: Shareholders Elect 9 Directors
CLIFFS NATURAL: To Issue 12.9 Million Shares Under Stock Plan
CLIFFS NATURAL: Wabush Group Commence Restructuring Under CCAA
CLUBCORP CLUB: S&P Affirms 'B+' CCR, Outlook Stable
COLT DEFENSE: Delays First Quarter Form 10-Q

COLT DEFENSE: Solicitation on Prepack Plan Extended to May 26
CONCHO RESOURCES: S&P Retains 'BB+' Corp. Credit Rating
CORTE MADERA, CA: Fitch Affirms BB+ Rating on $9.8MM COPs
COX INVESTMENTS: Voluntary Chapter 11 Case Summary
CRAIGHEAD COUNTY FAIR: Focus Bank Plan Slated for July 9 Approval

CREW DEVELOPMENT: Voluntary Chapter 11 Case Summary
DAVID’S BRIDAL: 2019 Bank Debt Trades at 6% Off
DAYBREAK OIL: Posts $865,000 Net Loss in Fiscal 2015
DRD TECHNOLOGIES: Files for Chapter 11 to Stop Receivership
DRD TECHNOLOGIES: Proposes Maples Law Firm as Counsel

DRD TECHNOLOGIES: Seeks to Use ServisFirst Cash Collateral
ECO BUILDING: Posts $34.2 Million Net Loss in Third Quarter
EL PASO CHILDREN'S HOSPITAL: Files for Ch. 11 Amid UMC Dispute
EL PASO CHILDREN'S HOSPITAL: Section 341 Meeting Set for June 24
EL PASO CHILDREN'S HOSPITAL: Seeks Confidentiality of Patient Info

EL PASO CHILDREN'S HOSPITAL: Wants Access to Cash Collateral
EMMAUS LIFE: Posts $3.6 Million Net Loss in First Quarter
ENERGY & EXPLORATION PARTNERS: Bank Debt Trades at 13% Off
EQUITY COMMONWEALTH: Moody's Affirms (P)Ba1 Pref Stock Shelf
ESP RESOURCES: Posts $15,000 Net Income in First Quarter

EVANS & SUTHERLAND: Stockholders Elect James McCarthy as Director
EXPO DISPLAYS: Case Summary & 20 Largest Unsecured Creditors
FAIRMONT GENERAL: Committee-Backed Liquidating Plan Confirmed
FALCON TRACE: S&P Puts 'BB' Rating on CreditWatch Positive
FAMILY CHRISTIAN: FC Special Funding Drops Bid to Lift Stay

FAYETTEVILLE-FLOYD: Summary Judgment Against Solomon Farms Upheld
FIRST DATA: Files 2014 Conflict Minerals Report
FORTESCUE METALS: Bank Debt Trades at 10% Off
FRAC SPECIALISTS: Section 341 Meeting Scheduled for June 26
FRAC TECH SERVICES: Bank Debt Trades at 14% Off

FREEDOM INDUSTRIES: Plan Rejected; Case Could Be Headed to Ch. 7
GELTECH SOLUTIONS: Acting CEO's Employment Extended for 4 Years
GENERAL MOTORS: Set to Face Criminal Charges Over Ignition Switches
GERALD ADAMS: Court Denies Bankruptcy Discharge
GETTY IMAGES: Bank Debt Trades at 18% Off

GLYECO INC: Appoints Charles Trapp as Director
GLYECO INC: Reports Fiscal First Quarter Financial Results
GRANITE DELLS: Has $2.1-Mil. Settlement with Cavan Management
GREEN PLAINS: $120MM Loan Add-on No Impact on S&P's Ratings
GUGGENHEIM PRIVATE: Fitch Rates Class D Notes Series D-1 'Bsf'

HCSB FINANCIAL: Shareholders Elect 2 Class I Directors
HILCORP ENERGY: Moody's Rates New Unsecured Notes 'Ba3'
HNO GREEN FUELS: Section 341(a) Meeting Set for June 15
HOLY HILL: Seeks to Sell Sunset Blvd. Property for $18.6-Mil.
INTELLIPHARMACEUTICS INT'L: To Accelerate its Rexista Program

ITUS CORP: Incurs $2.23 Million Net Loss in Second Quarter
J. CREW: Bank Debt Trades at 9% Off
JBS USA: Moody's Rates Proposed $600MM Unsecured Notes 'Ba2'
KEMET CORP: Incurs $14.1 Million Net Loss in Fiscal 2015
LAWNDALE GROUP: Chapter 15 Case Summary

LEO MOTORS: Incurs $595,000 Net Loss in First Quarter
LEVEL 3: Stockholders Elect 11 Directors
LIFE PARTNERS: Units Seek Joint Administration with Parent Case
LLRIG TWO: Sells Condominium Lot to Filley Trust for $57,000
LLRIG TWO: Settles Property Disputes with Wilsons

LONESTAR GEOPHYSICAL: Section 341 Meeting Scheduled for June 22
LPATH INC: Reports Results for iSONEPTM in Wet AMD Patients
LPATH INC: To Undergo Corporate Restructuring
MCJUNKIN RED: S&P Affirms 'B+' CCR, Outlook Remains Stable
MEDICAL ALARM: Incurs $221K Net Loss in Fiscal Q3

METALICO INC: Incurs $10.9 Million Net Loss in First Quarter
MIDSTATES PETROLEUM: Completes Liquidity Enhancing Transaction
MINT LEASING: Reports $894,000 Net Loss in First Quarter
MOUNTAIN PROVINCE: To Seek OK of 5 Proposals at Annual Meeting
MURRAY HOLDINGS: Chapter 15 Recognition Hearing Set for June 24

NATIONAL VISION: Moody's Affirms 'B3' Corporate Family Rating
NATROL INC: Citi Balks at Initial Distribution to Equity Holder
NEW MEDIA: S&P Keeps 'B+' Secured Debt Rating on $25MM Add-on
NEXT 1 INTERACTIVE: Issues 6.2 Million Shares to Mark Wilton
NGPL PIPECO: Bank Debt Trades at 3% Off

NJ HEALTHCARE: Court Grants Dismissal of Chapter 11 Case
OMNICARE INC: S&P Puts 'BB' CCR on CreditWatch Positive
PACIFIC DRILLING: Bank Debt Trades at 11% Off
PANAMA CASINO: Places Collateral for Sale on May 28
PARADIGM EAST: Court Okays Sale of Lots to SLKRE East for $15MM

PEABODY ENERGY: Debt Trades at 10% Off
PLANDAI BIOTECHNOLOGY: Posts $6.27 Million Net Loss in 3rd Quarter
PROSPECT PARK: Asks Court to Extend Deadline to Remove Suits
QUICKSILVER RESOURCES: Court Okays Garden City as Admin Agent
QUICKSILVER RESOURCES: Court OKs Hiring of Akin Gump as Co-counsel

RADIOSHACK CORP: Allowed to Assign 3 Contracts to General Wireless
RADIOSHACK CORP: Fails to Win Approval to Assign AMSC Store Lease
RADIOSHACK CORP: Gets Approval to Terminate Leases With Landlords
RADIOSHACK CORP: May 27 Hearing on Bid to Terminate Store Leases
RECYCLE SOLUTIONS: TCF, Deere Seek Adequate Protection

RED LOBSTER: New $150 Revolver Loan No Impact on Moody's B3 CFR
RESIDENTIAL CAPITAL: Gosselin Claim Objection Sustained in Part
RESPONSE BIOMEDICAL: Appoints Barbara Kinnaird Ph.D. as CEO
ROADRUNNER ENTERPRISES: Sale of Chesterfield Properties Okayed
ROUNDY’S SUPERMARKET: Bank Debt Trades at 3% Off

RUSSEL METALS: Moody's Lowers CFR to Ba2, Outlook Stable
SABINE OIL: Obtains Forbearance From Lenders Until June 30
SAN JUAN RESORT: Hearing on Sale of Hotel Assets Set for May 29
SANDY CREEK: S&P Lowers Sr. Secured Project Rating to 'B+'
SEADRILL LTD: Bank Debt Trades at 17% Off

SNOWFLAKE COMMUNITY: Files for Chapter 11 with $7.75MM in Debt
SNOWFLAKE COMMUNITY: Section 341 Meeting Scheduled for June 23
SUNTECH AMERICA: Sale of Solar Assets to Deltro for $555K Okayed
SUNVALLEY SOLAR: Reports $34,200 Net Loss in First Quarter
TECHNOLOGY SPECIALISTS: Case Summary & 20 Top Unsecured Creditors

TRACK GROUP: Shareholders Elect 3 Directors to Board
TRIPLANET PARTNERS: Seeks Sept. 2 Extension of Plan Filing Date
UNIVERSAL BIOENERGY: Shareholders, Board Approve Restructuring
UNIVERSAL COOPERATIVES: June 23 Hearing to Extend Removal Period
VIGGLE INC: Prices Public Offering of 3.6 Million Common Shares

VISCOUNT SYSTEMS: Reports C$121,000 Net Income in First Quarter
WALTER ENERGY: Debt Trades at 45% Off
WEST CORP: Stockholders Elect 3 Board Members
WESTMORELAND COAL: Stockholders Elect 8 Directors
WIDEOPENWEST FINANCE: S&P Affirms 'B' CCR, Outlook Stable

WIRECO WORLDGROUP: Moody's Lowers CFR to B3, Outlook Negative
[^] BOND PRICING: For the Week From May 18 to 22, 2015

                            *********

22ND CENTURY GROUP: Appoints Nora Sullivan to Board
---------------------------------------------------
22nd Century Group, Inc., has appointed Nora B. Sullivan to its
Board of Directors, effective May 18, 2015.

Ms. Sullivan will serve as a Class III Director for a term to
expire at the 2017 annual meeting of stockholders and until her
successor has been elected and qualified.  Ms. Sullivan will be
entitled to receive compensation for her service as a director
consistent with the compensation paid to non-employee directors of
the Company.  Ms. Sullivan is expected to be appointed to one or
more committees of the Board of Directors in the near future.

Ms. Sullivan has made a career of applying her legal experience and
financial services expertise to focus on strategic planning,
corporate governance matters, and M&A services.  Ms. Sullivan is
currently president of Sullivan Capital Partners, LLC, a financial
services company providing investment banking and consulting
services to closely-held businesses.

Prior to founding Sullivan Capital Partners in 2004, Ms. Sullivan
worked for The Citigroup Private Bank from 2000 to 2004, providing
wealth management and private equity services to high net worth
individuals.  From 1995 to 1999, Ms. Sullivan was executive vice
president of Rand Capital Corporation, a publicly traded closed-end
investment management company providing capital and managerial
expertise to small and mid-size businesses.  Ms. Sullivan is a
member of the Boards of Directors of Evans Bancorp, Inc.,
Independent Health, Robinson Home Products, and Rosina Food
Products.  She is Chairman of the Technology Transfer Committee of
the Roswell Park Cancer Institute Board.  Ms. Sullivan holds an MBA
degree in Finance and International Business from Columbia
University Graduate School of Business and a JD degree from the
University of Buffalo School of Law.

"I am delighted that Nora has chosen to join 22nd Century's Board
of Directors," said James W. Cornell, chairman of the Board of 22nd
Century Group.  "As a highly respected financial professional,
Nora's experience, contacts, and public market insights will be
invaluable to our Company."

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $15.6 million on $529,000 of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$26.2 million on $7.27 million of revenue during the prior year.


544 SAN ANTONIO: California Property Declared as "SARE"
-------------------------------------------------------
Judge Thomas B. Donovan of the U.S. Bankruptcy Court Central
District of California, Los Angeles Division, issued an order
determining that 544 San Antonio Road LLC's property in Mountain
View, California is a "single asset real estate" within the meaning
of Section 101(51B) of the Bankruptcy Code.

The order came following the request of Preferred Bank, a
beneficiary of a first-priority deed of trust on real property of
544 San Antonio Road LLC, for an order determining that the
Debtor's property -- -- commonly known as 544-554 San Antonio Road,
in Mountain View, California -- is a "single asset real estate"
within the meaning of Section 101(51B) and that the property is
therefore subject to the conditions of Section 362(d)(3).

The Bank's counsel, Christopher D. Crowell, Esq., at Frandzel
Robins Bloom & Csato, L.C., in Los Angeles, California, pointed out
that the Debtor's schedules of assets and liabilities demonstrate
without question that the Property is a "single asset real estate"
within the meaning of Section 101(51B).

Mr. Crowell said courts apply a three part test to determine
whether real property fits the definition of "single asset real
estate" and the subject property is clearly a single, contiguous
property, which generates all of the Debtor's income, and there is
no indication that the Debtor is conducting any business on the
Property other than renting the Property to, and collecting rents
from, Cloud Car, Inc.

The Bank is represented by:

         Michael Gerard Fletcher, Esq.
         Christopher D. Crowell, Esq.
         FRANDZEL ROBINS BLOOM & CSATO, L.C.
         6500 Wilshire Boulevard, Seventeenth Floor
         Los Angeles, CA 90048-4920
         Tel: (323) 852-1000
         Fax: (323) 651-2577
         Email: mfletcher@frandzel.com
                ccrowell@frandzel.com

                       About 544 San Antonio

544 San Antonio Road filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 15-13570) in Los Angeles, California, on March
9, 2015.  The petition was signed by Benjamin Kirk as manager.

David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP,
in Los Angeles, serves as the Debtor's counsel.

The Debtor disclosed $14,000,280 in assets and $12,451,354 in
liabilities as of the Chapter 11 filing.

No committee of unsecured creditors has been formed, and no trustee
has been appointed.


ABL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ABL Industries, LLC
        P.O. Box 850
        Scott, LA 70583

Case No.: 15-50624

Chapter 11 Petition Date: May 21, 2015

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Debtor's Counsel: H. Kent Aguillard, Esq.
                  P.O. Drawer 391
                  Eunice, LA 70535
                  Tel: (337) 457-9331
                  Email: kaguillard@yhalaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lenora Krielow, president/CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/lawb15-50624.pdf


AC I INV MANAHAWKIN: Seeks June 20 Extension of Plan Filing Date
----------------------------------------------------------------
AC I Inv Manahawkin LLC and AC I Manahawkin Mezz LLC ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend the time within which the Debtors have the exclusive right
to file a plan of reorganization through and including June 30,
2015, and the time within which they have the exclusive right to
solicit acceptances of that plan through and including August 31,
2015.
The Debtors had previously filed three similar motions requesting
the extension of their Exclusive Periods.

A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese
& Gluck P.C., in New York, relates that contemporaneously with the
filing of the extension motion, LLC has filed its plan of
liquidation, which provides that LLC will pay its allowed
creditors' claims in full with any remaining proceeds flowing
towards its equity holder -- Mezz.  A substantial amount of funds
is expected to flow to Mezz.  However, the sale of the Property has
not closed and the proceeds have yet to be turned over to LLC.
Additionally, there are still certain claims against LLC that
remain potentially in dispute that have to be resolved or objected
to, and thus will affect the distribution to Mezz.

Mr. Greene further relates that with funding from the distribution
from the LLC Plan, Mezz intends to file its own plan of liquidation
to make payments to its allowed creditors.  Because the sale of the
Property has yet to close and the distribution to Mezz has not been
fully realized, and without knowing how much money is to be
distributed, neither Mezz nor Inv are in a position to file plans
in their cases, Mr. Greene tells the Court.  However, Inv and Mezz
do not anticipate that these will be complicated plans, but submit
waiting for proceeds of the sale to be distributed to LLC and then
to Mezz is an appropriate exercise of their business judgment.
Accordingly, Inv and Mezz are only asking for a modest 60 day
extension of the Exclusivity Period and 90 day extension for the
Acceptance Period in order to allow for the sale of the Property to
close and for proceeds to be distributed to Mezz via the LLC Plan.

Mr. Greene asserts that in light of the instant facts and
circumstances and in order to provide the Debtors with sufficient
time to formulate their plans of liquidation, if any, that good
cause exists to extend the Exclusive Periods.  The Debtors believe
that the requested extensions will promote the orderly liquidation
of their estates without the need to devote unnecessary time, money
and energy to defending against or responding to a competing plan.

The Debtors are represented by:

         A. Mitchell Greene, Esq.
         ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C.
         875 Third Avenue
         New York, NY 10022
         Tel: (212) 603-6399
         Fax: (212) 956-2164
         Email:amg@robinsonbrog.com

                          About AC I Inv

AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I
Manahawkin LLC filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on
June
4, 2014.  The petitions were signed by David Goldwasser, of GC
Realty Advisors LLC, managing member.  The Debtors estimated
assets
of $50 million to $100 million and debts of $0 to $50 million.
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the
Debtors' counsel.  Judge Robert D. Drain presides over the cases.

Affiliates of AC I Inv., et al., have pending bankruptcy cases
before Judge Drain.  NY Affordable Housing Albany Assocs. LLC
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007)
on
July 26, 2013.  First Bronx LLC sought bankruptcy protection
(Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014.  Ollie Allen
Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb.
18, 2014.

U.S. Trustee was unable to form an official unsecured creditors'
committee.


ALEXZA PHARMACEUTICALS: Eliminates Chief Operations Officer Post
----------------------------------------------------------------
Alexza Pharmaceuticals, Inc., disclosed with the Securities and
Exchange Commission that Robert A. Lippe's employment with the
Company would be ending effective as of June 12, 2015.  

Mr. Lippe is currently the Company's executive vice president,
operations and chief operations officer.  

"Mr. Lippe's position with the Company was eliminated in
conjunction with the Company's revised commercial production
strategy and his resignation was not the result of any disagreement
with the Company on any matter relating to its operations, policies
or practices, or regarding the general direction of the Company,"
according to the filing.

Mr. Lippe has entered into a release agreement with the Company
pursuant which Mr. Lippe will receive, in exchange for a release of
claims, severance compensation of (i) four months pro rated salary,
to be paid in one lump sum of $129,200, subject to deductions and
withholdings (ii) payment of the monthly stipend as described in
Mr. Lippe's amended offer letter, to be paid in one lump sum of
$186,517, subject to deductions and withholdings, and (iii) payment
of Mr. Lippe's health insurance continuation premiums until the
earlier of Oct. 31, 2015, or the date which Mr. Lippe qualifies for
similar benefits from a new employer.

                            About Alexza

Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc.  In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation.  In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.

The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.

Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014
compared to a net loss of $39.6 million in 2013.

As of March 31, 2015, the Company had $43.2 million in total
assets, $94.8 million in total liabilities, and a $51.7 million
total stockholders' deficit.

Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


ALLIED NEVADA: WK Mining Wants Court to Clarify DIP Order
---------------------------------------------------------
WK Mining (USA) Ltd. asks the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to reconsider
paragraph 16 of the final DIP order in the Chapter 11 case of
Allied Nevada Gold Corp. and its debtor-affiliates.

Paragraph 16 of the final DIP Order states the following:

   "16. Landlord Agreements. Any provision of any lease or . . .
license, contract or other agreement that requires . . . the
consent or approval of one or more landlords or other parties . . .
in order for any Debtors to . . . grant, sell, assign, or otherwise
transfer any such leasehold interest, or the proceeds thereof . . .
is hereby deemed unenforceable and shall have no force and effect
with respect to the transactions granting post-petition liens in
such leasehold interest or the proceeds of any assignment and/or
sale thereof by any Debtor . . ."

WK Mining wants the Court to clarify that provision does not
preclude it from asserting its purchase and sale agreement with
certain debtor entities is not an executory contract, and is not
assignable.  

According to court documents, WK Mining is the owner of a mining
exploration property in Nevada, described generally as the
"Hasbrouck and Three Hills Mine".  Its purchase of that property
from debtors Allied VNC, Inc. and Hasbrouck Production Company,
Inc., pursuant to a certain purchase and sale agreement was
consummated on or about April 22, 2014.

Under the WK Agreement, the selling Debtors retained a right to
hold a 25% interest in an LLC to be formed by WK Mining to operate
the Hasbrouck Mine.  For a fixed additional payment of $10 million,
WK Mining can acquire that interest.  The selling Debtors may
accept the $10 million payment or retain their 25% interest in the
LLC.  The WK Agreement contains an anti-assignment clause and, WK
Mining maintains, it is non-assignable under applicable
nonbankruptcy law.

A hearing is set for June 18, 2015 at 10:30 a.m., to consider WK
Mining's request.  Objections, if any, are due June 4, 2015 at 4:00
p.m.

                      About Allied Nevada

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

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

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

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

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

Andrew R. Vara, Acting United States Trustee for Region 3,
appointed these persons to the Committee of Equity Security Holders
in connection with the case of debtor Allied Nevada Gold Corp.


ALLY FINANCIAL: Announces Final Results of Cash Tender Offer
------------------------------------------------------------
Ally Financial Inc. announced the final results of its offer to
purchase up to 13,000,000 shares of its outstanding Fixed
Rate/Floating Rate Perpetual Preferred Stock, Series A for $26.65
per Series A Share, which expired at 11:59 p.m., New York City
time, on May 20, 2015.  The Series A Shares are listed on the New
York Stock Exchange under the symbol "ALLY PRB."  The CUSIP number
for the Series A Shares is 02005N308.

Based on the final count by Global Bondholder Services Corporation,
the depositary and information agent for the Offer, a total of
22,298,326 Series A Shares were validly tendered and not validly
withdrawn.

Ally also announced that it intends to accept for purchase
13,000,000 Series A Shares for an aggregate cost of $346,450,000,
excluding fees and expenses relating to the Offer.  As more than
13,000,000 Series A Shares were tendered at the Offer Price, Ally
accepted for purchase only a prorated portion of the Series A
Shares tendered by each tendering shareholder, except for
fractional shares, which were not accepted, as described in Ally's
Offer to Purchase dated April 23, 2015, as amended and supplemented
from time to time.  Based on the final count, without including
fractional shares as described in the Offer to Purchase, the
Depositary has informed Ally that the proration factor for the
Offer is approximately 58.3% of the Series A Shares validly
tendered and not validly withdrawn.  The Series A Shares accepted
for purchase in the Offer represent approximately 31.8% of the
total number of Series A Shares issued and outstanding as of March
31, 2015.  Based on these numbers, and following settlement of the
Offer, Ally will have 27,870,560 Series A Shares issued and
outstanding.

Series A Shares tendered in the Offer that have not been accepted
for purchase due to proration will be promptly returned to the
tendering holders.  Ally expects to pay for the Series A Shares
accepted for purchase pursuant to the Offer on May 22, 2015.

Citigroup and Deutsche Bank Securities acted as the dealer managers
in the Offer.

                       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.


AMERICAN APPAREL: Amends Previously Filed Report with SEC
---------------------------------------------------------
American Apparel, Inc., filed with the Securities and Exchange
Commission a Form 8-K to correct a March 18, 2015, filing with the
SEC.

As previously reported, 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.  

The report was corrected to read, "The first nominee is Adrian
Kowalewski, who served in various executive positions at the
Company under Dov Charney from 2006 to 2011, including as Chief
Financial Officer from 2008 to 2011, and as a director of the
Company from 2007 to 2011."   

                       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 POWER: Reports Second Quarter Fiscal 2015 Results
----------------------------------------------------------
American Power Group Corporation announced results for the three
and six months ending March 31, 2015.

Lyle Jensen, American Power Group Corporation's chief executive
officer stated, "The unexpected quick drop in global oil and diesel
prices has caused a short-term disruption to APG's historic revenue
streams.  However, we are fortunate to have developed a dual fuel
natural gas technology that continues to achieve new approvals and
endorsements in both domestic and international niche markets that
are not as price sensitive to diesel.  We have seen the rate of
idled rigs slow significantly in the past few weeks and we have
begun to receive new orders for FY Q3/Q4 delivery as the industry
looks for cost savings on the existing rigs remaining in operation.
During April, crude oil prices rose 24% over the FY Q2 low and the
Government’s Energy Information Administration (EIA) reported
that diesel prices are expected to see their low price point in May
and then experience a steady rise to an average price over
$3.25/gallon in CY 2016 which is a 30% increase over the low point
this past quarter."






FOr the three months ended March 31, 2015, the Company reported a
net loss available to common stockholders of $193,000 on $474,000
of net sales compared to a net loss available to common
stockholders of $9.92 million on $1.25 million of net sales for the
same period in 2014.

For the six months ended March 31, 2015, the Company reported net
income available to common stockholders of $2.77 million on $1.53
million of net sales compared to a net loss available to common
stockholders of $10.66 million on $3.1 million of net sales for the
same period last year.

As of March 31, 2015, the Company had $7.76 million in total
assets, $5.37 million in total liabilities and $2.39 million in
stockholders' equity.

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

                        http://is.gd/wbsGTM

    Non-Reliance on Previously Issued Financial Statements

On May 19, 2015, the Audit Committee of the Board of Directors of
American Power Group Corporation, after consultation with and upon
the recommendation of management after review with the Company's
independent accountants, concluded that the Company's previously
issued audited financial statements as of and for the fiscal year
ended Sept. 30, 2014, as presented in the Company's Annual Report
on Form 10-K for that fiscal year, and the previously issued
unaudited financial statements for the interim periods ended
Dec. 31, 2013, March 31, 2014, June 30, 2014, and Dec. 31, 2014, as
presented in the Company's Current Reports on Form 10-Q for those
fiscal periods, should no longer be relied upon.  The Company will
file restatements of these financial statements as soon as
practicable.
    
The following discussion describes the adjustments that will be
made in the Company's restated financial statements.

   "The warrants issued in connection with our 10% Convertible
Preferred Stock contain anti-dilution adjustment provisions that
protect the holders from the dilutive effects of subsequent
issuances of our Common Stock at prices below the warrants'
exercise prices.  These provisions, however unlikely to be
triggered, could result in downward adjustments of the exercise
prices of the warrants and, therefore, increases in the number of
shares of our Common Stock issuable upon their exercise.  In
October 2012, the Financial Accounting Standards Board issued ASU
2012-04, Technical Corrections and Improvements, which contained
technical corrections to guidance on which we had previously relied
in forming our initial conclusions regarding the accounting for
warrants containing these anti-dilution protections. Based upon our
extensive review of ASU 2012-04, we have now concluded that these
warrants did not meet the criteria for classification as equity, as
previously recorded, and must be recorded as a liability, with the
value of the warrants recorded at fair value on the
transition/effective date, and subsequent changes in fair value
recorded in earnings on a quarterly basis.  Based on transition
guidance provided, we determined our effective/transition date for
implementation of ASU 2012-04 to be October 1, 2013."

                     About American Power Group

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

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


AMPLIPHI BIOSCIENCES: Provides Corporate Update and Q1 Results
--------------------------------------------------------------
AmpliPhi BioSciences Corporation provided a corporate update and
announced financial results for the first quarter ended March 31,
2015.

Corporate Update

   * Completed $13 million private placement of common stock from
     existing and new investors, including strategic alliance
     partner Intrexon.

   * Appointed industry veteran M. Scott Salka as the new chief
     executive officer.

   * Granted European patent for proprietary bacteriophage
     preparations for use in combination with antibiotics for the
     treatment of biofilm related infections caused by the
     bacterium Pseudomonas aeruginosa.

   * Advanced plans to report nebulizer qualification study data
     from the AmpliPhage-001 program for treating Pseudomonas
     aeruginosa in mild to moderate cystic fibrosis patients at an

     upcoming scientific congress.

   * Progressed plans to commence clinical trials at the Walter
     Reed Clinical Trial Center in the second half of 2015 for
     AmpliPhage-002, for treating multi-drug resistant strains of
     Staphylococcus aureus.

   * Continued collaboration with Intrexon to focus on AmpliPhage-
     001 and AmpliPhage-004 (for Clostridium difficile).

   * Confirmed the Company remains on track for a major national
     stock exchange listing following recent improvements to
     corporate balance sheet.

Reflecting on the progress made to date in 2015, Jeremy Curnock
Cook, Chairman of AmpliPhi said, "Over the past few months,
AmpliPhi has made a number of significant advancements in
reinforcing our foundation, through new appointments to the
executive leadership team, continued positive progress with our
planned clinical trial programs and securing critical intellectual
property that will protect our platform technologies.  AmpliPhi is
well-positioned to move forward with plans to further establish
itself as the leading phage company in the world, and I am
encouraged by the exciting prospects for the year ahead."

First Quarter 2015 Financial Results:

As a result of the $13 million financing, the Company has
significantly improved it overall liquidity and balance sheet
strength in preparation for both executing on its R&D activities
and preparing for an anticipated listing on a major national stock
exchange.

   * Total revenue, consisting of legacy AAV-1 licensing
     maintenance fees, for the first quarter of 2015 was $102,000.
     This compared to total revenue of $104,000 in the same
     quarter last year.

   * First quarter 2015 R&D expenses totaled $972,000, down 3.9%
     from $1,011,000 for the same period of 2014, as the Company
     continues preparations for its upcoming clinical studies for
     AmpliPhage-002, which are expected to commence in the second
     half of 2015.

   * First quarter 2015 G&A expenses totaled $1,397,000, down
     14.1% from $1,627,000 in the first quarter of 2014.

   * Net loss from operations for the first quarter 2015 was
     $2,267,000, down 10.5% from $2,534,000 in the same period of
     2014.

   * Cash and cash equivalents as of March 31, 2015, totaled $16.6
     million, reflecting the net proceeds from the Company's
     March 2015 financing.

   * On May 8, 2015, the Company negotiated and executed an
     amendment with holders representing more than two- thirds of
     its June 2013, July 2013, and December 2013 warrants to
     eliminate certain down-round price protection features
     included in these warrants agreements.  As a result of this
     amendment and subject to the Company authorizing sufficient
     shares of common stock to allow for their exercise, the June
     2013, July 2013 and December 2013 warrants will be
     reclassified from liability instruments to equity
     instruments.

   * The Company anticipates its current financial resources will
     provide sufficient cash to fund operations through several
     milestones, which include the commencement and completion of
     the AmpliPhage-002 clinical trial being conducted at Walter
     Reed Clinical Trial Center.

"With a significantly improved balance sheet, AmpliPhi remains in a
favorable position to continue our development of novel
bacteriophage-based therapies to address the growing global
epidemic of treatment-resistant bacteria," said M. Scott Salka, CEO
of AmpliPhi.  "Furthermore, through a combination of a strong
product pipeline, established intellectual property protection and
existing collaborations with world-class research institutions, I
am confident that AmpliPhi will continue this trend of positive
momentum to help meet our near and long-term goals."

The Company is planning to provide a mid-year corporate update via
live conference call and webcast during its upcoming Annual
Shareholder's Meeting on June 30, 2015 in Washington, D.C.

                          About AmpliPhi

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

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

As of March 31, 2015, the Company had $38.6 million in total
assets, $39.35 million in total liabilities, $2.32 million in
series B redeemable convertible preferred stock, and a $3.07
million stockholders' deficit.

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


ANDALAY SOLAR: Incurs $825,000 Net Loss in First Quarter
--------------------------------------------------------
Andalay Solar, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders $825,000 on $275,000 of net
revenue for the three months ended March 31, 2015, compared to a
net loss attributable to common stockholders of $84,400 on $142,000
of net revenue for the same period last year.

As of March 31, 2015, the Company had $2.55 million in total
assets, $4.68 million in total liabilities and a $2.12 million
total stockholders' deficit.

"We currently face challenges meeting the working capital needs of
our business.  Our primary requirements for working capital are to
fund purchases for solar panels and microinverters, and to cover
our payroll and lease expenses.  We have incurred net losses and
negative cash flows from operations for the three months ended
March 31, 2015 and for each of the years ended December 31, 2014
and 2013.  During recent years, we have undertaken several equity
and debt financing transactions to provide the capital needed to
sustain our business.  We have dramatically reduced our headcount
and other variable expenses.  As of March 31, 2015, we had
approximately $135,000 in cash on hand.  We intend to address
ongoing working capital needs through sales of remaining inventory,
along with raising additional debt and equity financing.  Our
revenue levels remain difficult to predict, and as we anticipate we
will continue to sustain losses in the near term, we cannot assure
investors that we will be successful in reaching break-even," the
Company said in the report.

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

                        http://is.gd/HLa1EC

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems.  In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel.  This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim.  In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent.  This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel.  A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.

For the year ended Dec. 31, 2014, the Company incurred a net loss
attributable to common stockholders of $1.87 million on $1.28
million of net revenue compared to a net loss attributable to
common stockholders of $3.85 million on $1.12 million of net
revenue in 2013.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company's significant operating losses and
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.


APPLIED MINERALS: Has Secondary Offering of 40.9M Shares
--------------------------------------------------------
Applied Minerals, Inc. filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the offer
and sale, from time to time, by Samlyn Offshore Masterfund Ltd,
IBS Turnaround Fund (A Limited Partnership), Koyote Capital, et
al., of up to 40,931,093 shares of common stock, par value $.001
issuable on conversion of 10% PIK-Election Convertible Notes due
2018 issued on Nov. 3, 2014.

Although the Company will incur expenses in connection with the
registration of the Shares offered under this prospectus, the
Company will not receive any proceeds from the sale of the shares
of Common Stock by the Selling Stockholders.

The Company's Common Stock is quoted on the OTCBB under the symbol
"AMNL."  On Feb. 13, 2015, the closing bid quotation of the
Company's Common Stock was $0.65.

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

                         http://is.gd/Ziy1YV

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals reported a net loss of $10.3 million in 2014, a
net loss of $13.06 million in 2013 and a net loss of $9.73 million
in 2012.  As of Dec. 31, 2014, the Company had $18.5 million in
total assets, $26 million in total liabilities, and a $7.51 million
total stockholders' deficit.


ARCH COAL INC.: Bank Debt Trades at 29% Off
-------------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is a
borrower traded in the secondary market at 70.79 cents-on-the-
dollar during the week ended Friday, May 22, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.66
percentage points from the previous week, The Journal relates. Arch
Coal Inc. pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 17, 2018, and carries
Moody's Caa1 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 278 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ATKINS NUTRITIONALS: S&P Raises CCR to 'B', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colo.-based Atkins Nutritionals Holdings II Inc.
to 'B' from 'B-'.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on Atkins'
$255 million first-lien term loan due 2019 and $20 million first
lien revolver due 2018 to 'B+' (one notch above the corporate
credit rating) from 'B-'.  Additionally, S&P has revised the
recovery rating to '2', indicating its belief that lenders could
expect substantial (70%-90%) recovery, in the lower half of the
range, in the event of payment default, from '3'.

S&P also raised the issue-level rating on the company's $100
million second-lien term loan due 2019 to 'CCC+' from 'CCC'.  The
recovery rating on the second lien remains '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.

The one-notch upgrade reflects Atkins' improved performance and
product diversification, and Standard & Poor's revised view that
the company competes within the broader health and wellness
categories, as compared with only the diet and low-carbohydrate
categories.  Although the company continues to have some exposure
to "fad diet" risk and changing consumer tastes preferences, it has
diversified its product offerings and participates in large,
growing categories.  The company's sales and EBITDA have more than
doubled since 2010.  S&P believes Atkins has good consumer name
recognition in the growing but highly competitive and fragmented
bars and shakes categories of the health aisle.  In 2012, the
company launched its frozen foods category, and S&P expects it will
continue to grow that business.  As a result, S&P has revised its
business risk profile assessment upward, to "weak" from
"vulnerable".

Notwithstanding the aforementioned improvements, Atkins' "weak"
business risk profile still reflects its narrow product focus,
exposure to diet and food trends, customer concentration, and
participation in highly competitive and fragmented industries.
While the company has diversified its product offering with the
successful launch of frozen foods, the majority of the company's
revenues still come from its bars and shakes.  The company also
competes with large, well-known peers focused on health and
nutrition, such as Clif Bar, Ensure, and PowerBar in the bar
category, and Annie's, Healthy Choice, and Lean Cuisine in frozen
food.  Nonetheless, S&P recognizes that Atkins benefits from its
good market position as a niche provider of weight management food
products.  Atkins also has high customer concentration although the
company does have some channel diversity, selling its products
mainly to mass merchants and club, grocery, and drug retailers in
the U.S. and, increasingly, in international markets.

The company's increased EBITDA generation has led to an improvement
in credit protection measures.  For the 12 months ended March 31,
2015, S&P estimates leverage was roughly 5x and the ratio of funds
from operations (FFO) to debt was roughly 10%, as compared with 7x
and 14%, respectively, for the prior-year period.  Still, S&P
assess the company's financial risk profile as "highly leveraged"
because of its substantial debt obligations and financial-sponsor
ownership.  S&P believes financial sponsors could influence
financial governance toward shareholder-friendly decision-making,
as evidenced by past leveraged dividends.  

S&P's stable outlook on Atkins reflects S&P's expectation that the
company will maintain credit protection measures near current
levels, will continue to generate good cash flow, and will not
exhibit a more aggressive financial policy through large,
debt-financed dividends or acquisitions during the next 12 months.



ATLANTIC CITY, NJ: Bond Offering Attacts Hedge Funds as Buyers
--------------------------------------------------------------
Lisa Allen, writing for The Deal, reported that the City of
Atlantic City, N.J., attracted a contingent of hedge fund investors
to its latest bond offering as it works to restructure its
obligations and operations in an effort to avoid filing for
bankruptcy.

According to the report, Atlantic City's revenue and finance
director, Michael Stinson, said that the city has completed a
$40.56 million bond offering through a negotiated sale with six or
seven investors, including some hedge funds that he declined to
name.  The city sold taxable general obligation term bonds, one set
of which matures in 2040 and has a 7.5% coupon, and another which
matures in 2028 and has a 7% coupon, the report related.

                          *     *     *

The Troubled Company Reporter, on Jan. 23, 2015, citing the
Associated Press reported that New Jersey Gov. Chris Christie named
an emergency manager for Atlantic City, leaving the door open for
the seaside gambling resort to file for bankruptcy if it can't get
its finances under control.  The Republican governor and likely
presidential candidate appointed a corporate turnaround specialist
as the city's emergency manager, and tabbed the man who led Detroit
through its municipal bankruptcy as his assistant, the AP said.

The Troubled Company Reporter, on May 5, 2015, reported that
Standard & Poor's Ratings Services' 'BB' rating on Atlantic City,
N.J.'s general obligation (GO) debt remains on CreditWatch, where
it had been placed with negative implications on Jan. 27, 2015.  In
S&P's view, the city is unlikely to pursue bankruptcy as an
immediate course of action.

On Jan. 29, the TCR reported that Standard & Poor's Ratings
Services has lowered its general obligation rating on Atlantic
City, N.J., four notches to 'BB' from 'BBB+' and placed it on
CreditWatch with negative implications.

The day before, the TCR reported that Moody's Investors Service
downgraded Atlantic City's GO debt to Caa1 with a negative outlook
from Ba1, and on Jan. 27, the TCR said Moody's has downgraded
Atlantic City Municipal Utilities Authority's (NJ) water revenue
debt to B2 from Ba1, and assigned a negative outlook.


BERRY PLASTICS: Has Tender Offer for 9.75% Second Priority Notes
----------------------------------------------------------------
Berry Plastics Group, Inc., announced the launch on May 21, 2015,
by Berry Plastics Corporation, Berry Group's wholly owned
subsidiary, of a cash tender offer and consent solicitation with
respect to any and all of the Issuer's outstanding 9.75 percent
Second Priority Senior Secured Notes due 2021 issued under an
indenture dated as of Nov. 19, 2010.

           CUSIP: 085790AW3

     Outstanding  $800,000,000  
       Principal
          Amount:

        Security: 9.75% Second Priority Senior Secured Notes due
                  2021

    Consent Date: 5:00 p.m., New York, City time, June 4, 2015

    Tender Offer  $1,072.50   
   Consideration:  

         Consent  $30.00   
         Payment:

           Total  $1,102.50
   Consideration:

In connection with the tender offer, the Issuer is soliciting the
consents of the holders of the Notes to proposed amendments to the
Indenture.  The principal purpose of the consent solicitation and
the Proposed Amendments is to eliminate substantially all of the
restrictive covenants, eliminate or modify certain events of
default and eliminate or modify related provisions contained in the
Indenture. In order for the Proposed Amendments to be effective,
holders of at least a majority of the outstanding aggregate
principal amount of the Notes must consent to the Proposed
Amendments.  Holders who tender Notes are obligated to consent to
the Proposed Amendments and holders may not deliver consents
without tendering the related Notes.

Each holder who validly tenders its Notes and delivers consents to
the Proposed Amendments prior to 5:00 p.m., New York City time, on
June 4, 2015, unless such time is extended by the Issuer, will
receive, if those Notes are accepted for purchase pursuant to the
tender offer, the total consideration of $1,102.50, which includes
$1,072.50 as the tender offer consideration and $30.00 as a consent
payment.  In addition, accrued interest up to, but not including,
the applicable payment date of the Notes will be paid in cash on
all validly tendered and accepted Notes.

The tender offer is scheduled to expire at midnight, New York City
time, on June 18, 2015, unless extended.  Tendered Notes may be
withdrawn and consents may be revoked at any time prior to the
Consent Date but not thereafter, subject to limited exceptions.
Holders who validly tender their Notes and deliver their consents
after the Consent Date will receive only the tender offer
consideration and will not be entitled to receive a consent payment
if those Notes are accepted for purchase pursuant to the tender
offer.

The Issuer reserves the right, at any time or times following the
Consent Date but prior to the Expiration Date, to accept for
purchase all the Notes validly tendered prior to the Early
Acceptance Time.  If the Issuer elects to exercise this option, it
will pay the total consideration for the Notes accepted for
purchase at the Early Acceptance Time on such date or dates
promptly following the Early Acceptance Time.  Also on the Early
Payment Date, the Issuer will pay accrued and unpaid interest up
to, but not including, the Early Payment Date on the Notes accepted
for purchase at the Early Acceptance Time.  The Issuer currently
expects that the Early Payment Date will be June 5, 2015.

Subject to the terms and conditions of the tender offer and the
consent solicitation, the Issuer will, at such time or times after
the Expiration Date, accept for purchase all the Notes validly
tendered prior to the Expiration Date (or if the Issuer has
exercised its early purchase option described above, all the Notes
validly tendered after the Early Acceptance Time and prior to the
Expiration Date).  The Issuer will pay the total consideration or
tender offer consideration for the Notes accepted for purchase at
the Final Acceptance Time on such date or dates promptly following
the Final Acceptance Time.  Also on the Final Payment Date, the
Issuer will pay accrued and unpaid interest up to, but not
including, the Final Payment Date on the Notes accepted for
purchase at the Final Acceptance Time.  The Issuer currently
expects that the Final Payment Date will be June 19, 2015.

The consummation of the tender offer and the consent solicitation
is conditioned upon, among other things, (i) the issuance of an
aggregate principal amount of new second priority senior secured
notes acceptable to the Issuer in its sole discretion, with terms
(including economic terms) acceptable to the Issuer in its sole
discretion, to permit the closing of the tender offer, consent
solicitation, redemption of the Notes, if required, and related
transactions, and the availability of proceeds from the issuance of
the new notes necessary to pay the applicable total consideration
and interest to the Early Payment Date or the Final Payment Date,
as the case may be, for validly tendered Notes and/or to redeem
Notes, if required (including any applicable premiums and fees and
expenses), and (ii) the receipt of the consents of holders of at
least a majority of the outstanding aggregate principal amount of
the Notes to the Proposed Amendments, and the execution of the
supplemental indenture giving effect to the Proposed Amendments.

Global Bondholder Services Corporation will act as the Information
Agent for the tender offer and consent solicitation.  Requests for
the Offer Documents may be directed to Global Bondholder Services
Corporation at 212-430-3774 (for brokers and banks) or (866)
470-4300 (for all others).

                        About Berry Plastics

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

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

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

                           *     *     *

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


BERRY PLASTICS: Plans to Offer $700 Million Priority Notes
----------------------------------------------------------
Berry Plastics Group, Inc. announced Berry Plastics Corporation,
its wholly owned subsidiary, intends to offer for sale in an
underwritten public offering $700 million of second priority senior
secured notes due 2023 pursuant to a shelf registration statement
filed with the Securities and Exchange Commission.  The Issuer
intends to use the net proceeds from the offering to fund its
previously announced cash tender offer and related consent
solicitation for certain of its outstanding notes.  The closing of
the Tender Offer and related consent solicitation remain subject to
the satisfaction of the terms and conditions of such Tender Offer.

Interest on the Notes are payable semiannually on January 15 and
July 15, commencing Jan. 15, 2016.

The Notes will be offered pursuant to an effective shelf
registration statement of Berry Group and the Issuer under the
Securities Act of 1933, as amended. The Notes offering will be made
solely by means of a separate prospectus supplement and
accompanying prospectus.  A copy of the preliminary prospectus
supplement and accompanying prospectus relating to the Notes
offering can be obtained from: Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue Edgewood,
New York 11717, email: prospectus@citi.com or phone:
1-800-831-9146. Potential investors should first read the
applicable prospectus supplement and accompanying prospectus, the
registration statement and the other documents filed with the
Commission in connection with the Notes offering. A copy of the
prospectus supplement and accompanying base prospectus may also be
obtained without charge by visiting the Commission’s website at
www.sec.gov.

Underwriters:     Citigroup Global Markets Inc.
                     Barclays Capital Inc.
                     Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated
                     Deutsche Bank Securities Inc.
                     Goldman, Sachs & Co.
                     Wells Fargo Securities, LLC
                     BMO Capital Markets Corp.
                     Credit Suisse Securities (USA) LLC
                     J.P. Morgan Securities LLC
                     U.S. Bancorp Investments, Inc.

A full-text copy of the free writing prospectus is available at:

                       http://is.gd/FOnlUm

                       About Berry Plastics

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

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

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

                           *     *     *

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


BERRY PLASTICS: S&P Affirms 'B+' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and all other existing ratings on Evansville,
Ind.-based plastic packaging producer Berry Plastics Corp.  The
outlook is stable.

S&P also assigned a 'B-' issue-level rating and '6' recovery rating
to the proposed $700 million second-priority senior secured notes
due 2023.  The '6' recovery rating indicates S&P's expectation of a
negligible (0% to 10%) recovery in the event of a payment default.


"Our ratings on Berry reflect the company's 'aggressive' financial
risk profile, 'fair' business risk profile, and 'adequate'
liquidity, as defined in our criteria," said Standard & Poor's
credit analyst James Siahaan.  "The ratings also incorporate our
expectation of modestly improving volumes, manageable raw materials
costs, ongoing cost-reduction efforts, positive free cash
generation, and leverage improvement of about 0.5x annually for the
next few years," said Mr. Siahaan.

The stable outlook reflects gradually improving operating trends
and deleveraging at about 0.5x annually, which should continue to
support the aggressive financial risk profile during the next year.
During this period, S&P anticipates that Berry will continue to
undertake small bolt-on acquisitions as a part of its growth
strategy while maintaining its aggressive financial risk profile.
The stable outlook also reflects the maintenance of "adequate"
liquidity and financial policies consistent with the 0.5x annual
reduction in leverage.

S&P could raise the ratings by one notch if adjusted debt to EBITDA
decreases to about 4.5x and FFO to total adjusted debt increases to
slightly over 15% and remains consistent through the business
cycle.  This scenario could occur if EBITDA margins increase by 200
basis points.  In addition, for a higher rating, S&P would also
need to be confident that future financial policy decisions related
to growth, acquisitions, and shareholder rewards would remain
consistent with the ratings.

S&P considers a downgrade unlikely at this time, given the relative
stability of most of Berry's end markets, sufficient liquidity, and
S&P's view that the company will not pursue large leveraging
acquisitions given its focus on de-leveraging.  However, S&P could
lower the rating if price competition, weaker operating results, or
unexpected cash outlays related to capital expansion or shareholder
rewards deplete Berry's liquidity, such that revolver availability
declines significantly.  In addition, S&P could lower the ratings
if EBITDA margins weaken by 300 basis points, or if volumes
decrease by 20% or more from current levels. S&P believes this
would drive adjusted debt to EBITDA above 5x and FFO to adjusted
debt below 10%.



BON-TON STORES: Announces First Quarter Fiscal 2015 Results
-----------------------------------------------------------
The Bon-Ton Stores, Inc., reported operating results for the first
quarter of fiscal 2015, the 13-week period ended May 2, 2015, and
reaffirmed its earnings guidance for full-year fiscal 2015.

Comparable store sales increased 0.8% as compared with the prior
year period.  Adjusted EBITDA was $4.1 million in the first quarter
of fiscal 2015, compared with $7.1 million in the first quarter of
fiscal 2014.

Kathryn Bufano, president and chief executive officer, commented,
"While we saw top-line pressure in the first quarter, we delivered
a comparable store sales increase of 0.8%, with growth in both
brick and mortar and eCommerce channels, and effectively managed
our expenses, leveraging expense decreases to an 80-basis-point
reduction in our selling, general and administrative rate.  In
addition, we saw some wins in merchandising, including strength in
moderate sportswear, active wear and men's furnishings, while
efforts in our localization strategies continue to generate good
results.  Gross margin dollars and rate decreased due to increased
eCommerce distribution and delivery costs and an unfavorable
comparison to prior year permanent markdowns."

Ms. Bufano continued, "As we move ahead, we remain focused on our
initiatives -- building a compelling assortment, refocusing our
brand, furthering our omnichannel capabilities and maximizing
operating efficiency -- all designed to drive top-line and EBITDA
growth.  To that end, we are looking forward to the opening of our
new eCommerce fulfillment center this fall as we believe there are
opportunities for improved customer service and efficiencies that
we expect will benefit our future performance.  Overall, we believe
that the strategies we have in place will yield improved results as
we move through fiscal 2015."

Bon-Ton Stores reported a net loss of $34.07 million on $610.93
million of net sales for the 13 weeks ended May 2, 2015, compared
to a net loss of $31.51 million on $607.46 million of net sales for
the 13 weeks ended May 3, 2014.

As of May 2, 2015, the Company had $1.59 billion in total assets,
$1.54 billion in total liabilities and $54.44 million in total
shareholders' equity.

Ms. Bufano stated, "Based on our performance in the first quarter,
we expect our comparable store sales growth assumption to be 2.0%
to 2.5% in fiscal 2015, and we are reaffirming our fiscal 2015
guidance of Adjusted EBITDA in a range of $150 million to $160
million, earnings per diluted share in a range of a loss of $0.25
to earnings of $0.25 and cash flow in a range of $5 million to $15
million.  Our guidance does not reflect any potential impact
associated with an early termination of our mortgage facilities,
thereby excluding the financial effect of the make-whole provision
in the agreements, which could range up to approximately $10
million."

Ms. Bufano added, "Our excess borrowing capacity under our
revolving credit facility was approximately $368 million at the end
of the first quarter of fiscal 2015."

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

                        http://is.gd/5AcYjj

                       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.


BON-TON STORES: Brigade Capital Reports $5.6% Stake as of May 13
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Brigade Capital Management, LP, Brigade Capital
Management GP, LLC, Brigade Leveraged Capital Structures Fund Ltd.
and Donald E. Morgan, III disclosed that as of May 13, 2015, they
beneficially own 1,004,060 shares of common stock of The Bon-Ton
Stores, Inc., which represents 5.6 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/WMxuh3

                        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: June 2 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on June 2, 2015, at 10:00 a.m. in the
bankruptcy case of Boston Restaurant Associates, Inc., et al.

The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 N. King Street
         5th Floor; Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.



BROADWAY FINANCIAL: Names Erin Selleck to Board of Directors
------------------------------------------------------------
Broadway Financial Corporation appointed Ms. Erin Selleck to the
Board of Directors of the Company and its wholly owned subsidiary,
Broadway Federal Bank, f.s.b., effective May 20, 2015, according to
a Form 8-K filed with the Securities and Exchange Commission.  This
appointment increases the membership of the Board of Directors from
six to seven.  Ms. Selleck has not been named to any committees at
this time.

                      About Broadway Financial

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

As of March 31, 2015, the Company had $354.03 million in total
assets, $315.42 million in total liabilities and $38.6 million in
total stockholders' equity.

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

                         Regulatory Matters

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


BTB CORPORATION: Section 341(a) Meeting Set for June 26
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of BTB Corporation
will be held on June 26, 2015, at 9:00 a.m. at 341 Meeting Room,
Ochoa Building, 500 Tanca Street, First Floor, San Juan.  

Deadline for creditors to file their proofs of claim is Sept. 24,
2015.  For governmental units, proofs of claim are due by Nov. 16,
2015.

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

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

BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case
No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015.
Samuel Lizardi signed the petition as interim president.  The
Debtor disclosed total assets of $16.5 million and total
liabilities of $13.2 million.

BTB said it sought bankruptcy protection as it is unable to meet
obligations as they mature, and creditors are threatening suit and
have threatened to undertake steps to obtain possession of its
assets.

The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law
Offices, LLC, as its counsel.


BUFFET PARTNERS: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------------
The Hon. Harlin D. Hale of the  U.S. Bankruptcy Court for the
Northern District of Texas granted the motion of Buffet Partners LP
and Buffet G.P. Inc. and the Official Committee of Unsecured
Creditors to dismiss the Debtors' Chapter 11 cases.

The Debtors and the Committee said they do not seek any form of
dismissal relief prior to the closing of the sale of the Debtors'
assets and operations to Chatham Credit Management III LLC.  The
motion seeks relief solely with respect to winding up the affairs
of the Debtors' estates following the sale.

According to the Debtors and Committee, the highest bid for the
Debtors' assets was a credit bid submitted by Chatham Credit, the
Debtors' prepetition secured lender.  As a result of the sale, the
purchaser continues to operate the business as a going concern and
employees continue to have jobs.  Pursuant to the sale, the
purchaser agreed to assume administrative claims and priority
claims, acquired the Debtors' avoidance actions and agreed to fund
a $500,000 trust for the benefit of general unsecured creditors
("GUC").  The sale was slated to close by mid-June 2014.

The Debtors and Committee noted, upon a closing of the sale, the
estate will be at a crossroads.  The Debtors and the Committee
said, in consultation with the Lenders, have discussed the most
efficient way to conclude these cases, minimize administrative
fees, and insure that the GUC Trust Funds are distributed
expeditiously and efficiently to general unsecured creditors.
After carefully considering all alternatives, the parties have
decided that a dismissal is the most effective vehicle to achieve
these goals.  Confirmation of a plan will take additional time, be
more expensive without a concomitant benefit and will cause a
material increase in the administrative expenses in these cases.

Conversion of these cases will add another layer of administrative
expenses and cause unnecessary and undue delay with no
corresponding benefit to the creditors of the estates.  Other than
the disbursement of the GUC Trust Funds to the general unsecured
creditors there is nothing left to be done as avoidance actions
have been waived and the claims objection process can be best
handled by the Committee.  A structured dismissal is authorized by
precedent and the Bankruptcy Code and makes the most practical
sense given the circumstances of these cases, the Committee and
Debtors said.

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net/-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.  Bradford J. Sandler, Esq., at Pachulski Stang Ziehl &
Jones LLP serves as its counsel.  Mesirow Financial Consulting,
LLC, serves as its financial advisors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment is a borrower traded in the secondary market at 92.58
cents-on-the- dollar during the week ended Friday, May 22, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.85 percentage points from the previous week, The Journal
relates.  Caesars Entertainment pays 875 basis points above LIBOR
to borrow under the facility.  The bank loan matures on March 1,
2017, and Moody's withdraws its rating and Standard & Poor's gives
a D rating.  The loan is one of the biggest gainers and losers
among 278 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Stockholders Elect 4 Directors
-----------------------------------------------------
Caesars Entertainment Corporation held its annual meeting of
stockholders on May 20, 2015, at which the stockholders elected
Gary W. Loveman, David Bonderman, Marc Rowan and Christopher
Williams as Class III directors to serve until the 2018 Annual
Meeting of Stockholders and until their successors are elected and
qualified.

The stockholders also approved an amendment to the Company's 2012
Performance incentive Plan to increase by 8,000,000 shares the
number of shares of the Company's common stock, par value $0.01 per
share, that may be issued under that plan and ratified the
appointment of Deloitte & Touche, LLC as the Company's independent
registered public accounting firm for the fiscal year ended
Dec. 31, 2015.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CAL DIVE: Files Schedules of Assets and Liabilities
---------------------------------------------------
Cal Dive International, Inc. filed its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $9,384,983
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $199,800,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $173,867
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $91,589,152
                                 -----------      -----------
        TOTAL                     $9,384,983     $291,563,028

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

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

During the pendency of the Chapter 11 cases, the Company has
adopted a modified reporting program with respect to its reporting
obligations under federal securities laws.  In lieu of filing
annual reports on Form 10-K and quarterly reports on Form 10-Q,
each month the Company will file with the Securities and Exchange
Commission a current report on Form 8-K that will have attached to
it the monthly financial report required by the Bankruptcy Court.
Accordingly, the Company did not file an annual report on Form 10-K
for the year ended Dec. 31, 2014, nor will it file a quarterly
report on Form 10-Q for the quarter ended March 31, 2015, and the
Company does not intend to file periodic reports while the Chapter
11 cases are pending.

Once the Company made a decision to file the Chapter 11 Cases in
early March, it suspended its 2014 year-end audit to reduce costs
and preserve cash and since that time the Company's management has
focused its limited financial and managerial resources on: (i)
operating the business and working to restructure the Company's
debt and other obligations under the protection of the Bankruptcy
Court, (ii) meeting the monthly operating report requirements of
the Bankruptcy Code, (iii) satisfying the Company's obligations to
other parties with interests in the Chapter 11 Cases, and (iv)
working to sell non-core assets and developing a plan of
reorganization for the Company's core business.

Beginning in the latter half of fiscal 2014 and accelerating
sharply in the fourth quarter of 2014, market prices for oil
sharply declined.  This sudden change in market conditions and the
prevailing views of future oil and gas prices led quickly to oil
and gas exploration and production companies announcing substantial
reductions in current and near-term levels of capital expenditures.
As the Company finalized its unaudited 2014 year-end financial
statements, management determined (which determination was approved
by the Company's Board on May 18, 2015) that the unprecedented
magnitude and velocity of the change in the industry conditions
that the Company serves had brought forward impairment indicators
with respect to certain of the Company's assets, including its
construction barges and dive support vessels.  Accordingly, for the
fourth quarter 2014, the Company recorded a $131.1 million pre-tax,
non-cash, impairment charge related to seven construction barges
and four dive support vessels that it wrote down to fair market
value using Level 3 inputs based on market based appraisals and a
discounted cash flow analysis under current market conditions.  The
carrying value of these assets was $61.4 million at Dec. 31, 2014.

               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.


CAL DIVE: Proposes to Sell "Atlantic" for $4.5-Mil.
---------------------------------------------------
Cal Dive International, Inc., and its affiliated debtors, filed a
motion seeking authority from the U.S. Bankruptcy Court for the
District of Delaware for Debtor Cal Dive Offshore Contractors, Inc.
("CDOCI") to sell the United States flagged derrick barge,
Atlantic, including all tackle, equipment, machinery, electronics,
spare parts, drawings, operating manuals, and necessaries, if any,
appertaining thereto to Weeks Marine, Inc.

In accordance with the purchase and sale agreement between CDOCI
and the Purchaser, the Purchaser has agreed to purchase the
Atlantic for $4,500,000, free and clear of all liens and
encumbrances.

Quinn J. Hebert, Chairman of the Board of Directors, President,
Chief Executive Officer, and acting Chief Financial Officer of Cal
Dive International, Inc., and Chairman, President, and Chief
Executive Officer of each of Cal Dive's affiliated debtors, tells
the Court that the Atlantic is a derrick barge used for offshore
platform installation and removal.  It has not operated since April
2014 and is currently stacked at the Debtors' facility in Port
Arthur, Texas.  The Atlantic is currently "out of class," meaning
that it cannot be moved from the dock or used for a project until
it is recertified by the Coast Guard through a drydock inspection
and any resulting required repairs and maintenance are performed,
which Debtors estimate would cost between $3,700,000 and
$4,500,000, Mr. Hebert says.

Mr. Hebert asserts that holding a public auction would result in a
higher and better offer.  Mr. Hebert believes that it would
needlessly duplicate the previous efforts expended by the Debtors
and their advisors; that a sale would be fair and reasonable, and
would produce the greatest available return to the Debtors'
stakeholders and their estates.

The Debtors' counsel, Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, agrees with Mr. Hebert that
holding a public auction process for the Atlantic will result in a
higher and otherwise better offer, nonetheless, the Debtors will
provide notice of the motion, including the PSA, to all known
parties that expressed an interest in acquiring the Atlantic and
will accept competing bids for the Atlantic until May 25, 2015.
Additionally, Derrick Offshore Ltd., the Debtors' proposed ship
broker, will affirmatively market the Atlantic until the Bid
Deadline.  In the event that the Debtors accept a Competing Bid,
the Debtors propose to pay the Purchaser a breakup fee of 2% of the
Purchase Price.

To constitute a Competing Bid: (i) net proceeds to the estate after
payment of the Break-Up Fee and payment of any brokerage commission
must exceed the Purchase Price by $50,000; (ii) provide for a
deposit of $540,000; and (iii) otherwise conform to the terms of
the PSA.

If the Debtors receive Competing Bids, the Debtors will hold an
auction among those submitting Competing Bids on May 26, at a time
and place to be determined.

The Debtors are represented by:

         Mark D. Collins, Esq.
         Michael J. Merchant, Esq.
         Amanda R. Steele, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         Email: collins@rlf.com
                merchant@rlf.com
                steele@rlf.com

            -- and --

         George A. Davis, Esq.
         Peter Friedman, Esq.
         Andrew M. Parlen, Esq.
         O'MELVENY & MYERS LLP
         Times Square Tower
         Seven Times Square
         New York, NY 10036
         Tel: (212) 326-2000
         Fax: (212) 326-2061
         Email: gdavis@omm.com
                pfriedman@omm.com
                aparlen@omm.com

            --  and --

         Suzzanne S. Uhland, Esq.
         O'MELVENY & MYERS LLP
         Two Embarcadero Center
         28th Floor
         San Francisco, CA 94111
         Tel: (415) 984-8700
         Fax: (415) 984-8701
         Email: suhland@omm.com

                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.


CALPINE CORP: Moody's Rates New $1.65BB Term Loan 'Ba3'
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Calpine
Corporation's proposed $1.65 billion term loan B due 2022.
Concurrent with this rating assignment, Moody's affirmed Calpine's
B1 Corporate Family Rating, B1-PD Probability of Default Rating,
Ba3 rating on the company's senior secured revolver, term loans,
and senior secured notes and the B3 rating on the company's senior
unsecured notes. Proceeds from the new debt issuance will be used
to refinance its first lien term loans due 2018 and 2019. The
rating outlook is positive.

Assignments:

Issuer: Calpine Corporation

  -- Senior Secured Bank Credit Facility, Assigned Ba3(LGD3)

Outlook Actions:

Issuer: Calpine Corporation

  -- Outlook, Remains Positive

Affirmations:

Issuer: Calpine Corporation

  -- Probability of Default Rating, Affirmed B1-PD

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

  -- Corporate Family Rating, Affirmed B1

  -- Senior Unsecured Shelf, Affirmed (P)B3

  -- Senior Secured Shelf, Affirmed (P)Ba3

  -- Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3)

  -- Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD3)

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

Calpine's B1 CFR reflects the inherent volatility of the merchant
power sector and its considerable debt leverage (6.8% CFO
pre-working capital (WC)/debt for year-end 2014), tempered by the
scale and geographic diversity of its operations. Calpine also has
a significant fuel concentration risk, as its fleet of generation
assets are predominantly natural gas-fired. However, natural gas
plants are faring much better than most other generation assets in
current low gas price environment.

Calpine's scale and geographic diversity play an important role in
its cash flow resiliency. The company operates nationally, with 86
plants in operation totaling 26.5 GW of generating capacity. This
scale and focus on gas-fired facilities allow it to keep operating
expenses low while achieving high reliability. Calpine has a major
presence in the Northeast, Texas and California. Each of these
regions has a very different market environment and regulatory
regime, thus providing meaningful cash flow diversification.

Calpine has high debt leverage, a credit weakness. Based on Moody's
adjusted financials, Calpine's CFO pre-WC/debt ratio for the
calendar year end 2014 was 6.8% which was an improvement with the
previous two years -- with 5.5% and 5.7% registered in 2012 and
2013, respectively. Despite this level of debt burden, Calpine's
ability to generate positive free cash flow through the current low
power price environment is an important rating consideration.
Unlike its merchant peers with coal or nuclear generation, gas
plants have relatively low level of maintenance capital
expenditures and environmental compliance expenditures.

Calpine's speculative-grade liquidity rating is SGL-2. The company
continues to possess good liquidity, with $796 million of cash on
hand at the end of March 2015 and about $1.3 billion of unused
capacity on its corporate revolving credit facility. Excluding
project finance debt maturities and assuming the completion of the
proposed refinancing transaction, Calpine's next scheduled debt
maturity is a first lien term loan due October 2019 and its
corporate revolving facility is due June 2018. The company also
generated $830 million of adjusted free cash flow before growth
capital expenditures for year 2014 and is forecast to generate $810
to $1010 million of adjusted free cash flow in 2015 according to
its first quarter 2015 earnings presentation.

Calpine's positive outlook reflects its continued free cash flow
generation and an expected increase in cash flow to debt ratios
over the next few years.

Moody's could upgrade Calpine's ratings at some point over the next
12 to 18 months if its CFO-PreWC/debt ratio is sustained in the
high single digit range.

Moody's may revise the outlook to stable should CFO Pre-WC/debt
stay in the mid-single digit range on a sustained basis.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
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.



CASPIAN SERVICES: Incurs $6.12 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Caspian Services, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.12 million on $2.66 million of total revenues for the three
months ended March 31, 2015, compared with a net loss of $10.95
million on $4.56 million of total revenues for the same period in
2014.

For the six months ended March 31, 2015, the Company reported a net
loss of $8.99 million on $8.76 million of total revenues compared
to a net loss of $11.7 million on $14.3 million of total revenues
for the same period last year.

As of March 31, 2015, the Company had $61.41 million in total
assets, $105 million in total liabilities, all current, and a $43.5
million total deficit.

At March 31, 2015, the Company had cash on hand of $1.48 million
compared with cash on hand of
$1.96 million at Sept. 30, 2014.  At March 31, 2015, total current
liabilities exceeded total current assets by $91.1 million.  This
was mainly attributable to the EBRD loans and put option and the
Investor Notes being classified as current liabilities.

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

                     http://is.gd/il0TQk

                   About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

Caspian reported a net loss of $18.8 million on $29.9 million of
total revenue for the year ended Sept. 30, 2014, compared with a
net loss of $11.8 million on $33.08 million of total revenues for
the year ended Sept. 30, 2013.

The Company's independent auditors, Haynie & Company, P.C., in Salt
Lake City, Utah, issued a "going concern" qualification on the 2014
consolidated financial statements citing that, "[A] Company
creditor has indicated that it believes the Company may be in
violation of certain covenants of certain substantial financing
agreements.  The financing agreements have acceleration right
features that, in the event of default, allow for the loan and
accrued interest to become immediately due and payable."  According
to the auditors, as a result of this uncertainty, the Company has
included the note payable and all accrued interest as current
liabilities at Sept. 30, 2014.  At Sept. 30, 2014, the Company had
negative working capital of $85.0 million and for the year ended
Sept. 30, 2014, the Company had a net loss of $16.6 million."


CATASYS INC: Swaps Warrant for Common Stock
-------------------------------------------
Catasys, Inc., has entered into agreements to exchange existing
warrants to purchase up to 21,277,220 shares of its common stock,
with an exercise price of $0.58 per share for 21,277,220
unregistered shares of common stock, thereby extinguishing an
associated liability of approximately $38 million reflected on its
balance sheet as of March 31, 2015.  This represents an important
step in moving the Company towards its goal of meeting the
stockholders' equity test for a listing on a national exchange.

Ninety-five percent of the warrants exchanged, representing
approximately 20,000,000 shares, were held by insiders.  In
connection with the warrant exchange, the warrant holders entered
into lock-up agreements related to the shares received in the
exchange until the earlier of six months after the Company files a
registration statement on Form S-1 or Form S-3, and January 4,
2016.  The transaction has enabled Catasys to significantly improve
its balance sheet and stockholders' equity.

                         About Catasys Inc.

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

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

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

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


CEETOP INC: Posts $121,000 Net Loss in First Quarter
----------------------------------------------------
Ceetop Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $121,000 for
the three months ended March 31, 2015, compared to a net loss of
$346,000 for the same period in 2014.

For the three months ended March 31, 2015, and 2014, sales were
$nil, The lack of revenues is due to the Company transitioning from
online retail sales to B to B supply chain service.

As of March 31, 2015, the Company had $3.52 million in total
assets, $956,000 in total liabilities, all current, and $2.56
million in total stockholders' equity.

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

                       http://is.gd/qxrzAa

                         About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

Ceetop Inc. reported a net loss of $841,000 on $362,000 of sales
for the year ended Dec. 31, 2014, compared with a net loss of $2.88
million on $0 of sales for the year ended Dec. 31, 2013.

MJF & Associates, APC, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company incurred
recurring losses from operations, has a net loss of $841,000 for
2014, and has accumulated deficit of $9.45 million at Dec. 31,
2014.  These matters are discussed in Note 2 to the consolidated
financial statements that raises substantial doubt about the
Company's ability to continue as a going concern.


CEQUEL COMMUNICATIONS: Moody's Reviews 'B1' CFR for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings for Cequel
Communications Holdings I, LLC under review for downgrade,
including Cequel's B1 CFR, B1-PD PDR, B3 unsecured notes rating and
Ba2 secured credit facility rating following the announcement that
Altice S.A. will purchase a 70% equity interest in Cequel Corp. for
approximately $3.4 billion. The transaction values Cequel at $9.2
billion, or approximately 10x EBITDA. The review for downgrade will
focus on the company's ability to offset the high leverage incurred
to finance the acquisition with the targeted cost reductions. In
addition, Moody's will assess the financial policy and capital
allocation stance of the new owners. Moody's expects the downward
ratings impact to be limited to one or two notches.

On Review for Downgrade:

Issuer: Cequel Communications Holdings I, LLC

  -- Probability of Default Rating, Placed on Review for
     Downgrade, currently B1-PD

  -- Corporate Family Rating (Local Currency), Placed on Review
     for Downgrade, currently B1

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Placed on Review for Downgrade, currently B3, LGD5

Unchanged:

  -- Speculative Grade Liquidity Rating, unchanged SGL-2

Outlook Actions:

Issuer: Cequel Communications Holdings I, LLC

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Cequel Communications, LLC

  -- Senior Secured Bank Credit Facility (Local Currency), Placed
     on Review for Downgrade, currently Ba2, LGD2

Outlook Actions:

Issuer: Cequel Communications, LLC

  -- Outlook, Changed To Rating Under Review From Stable

Altice plans to aggressively cut costs at Cequel, with targeted
productivity improvements and headcount reductions which aim to
produce substantial headcount-related cost savings. Moody's
believes that the cost reductions are possible, but that the
company may risk its market position if service quality
deteriorates. In general, Moody's believes that Cequel has been a
well-run cable company and that the opportunity to dramatically
reduce operating expense may be difficult or result in operational
disruption. However, Cequel's end markets are less competitive
relative to the overall US cable industry, which may insulate
Altice from market share erosion in the near term. Over a longer
time frame, Moody's believes that aggressive cost reductions will
lead to a weakened competitive position or invite regulatory
scrutiny. Altice's ability to dramatically improve profitability in
such a short timeframe is unproven in this environment. This
results in credit weakness, especially when combined with very high
financial risk.

Pro forma for the transaction and excluding any proposed synergies
Cequel's total consolidated leverage will be approximately 8x debt
to EBITDA (Moody's adjusted, and including seller notes), which
creates risk for a company in a capital intensive, competitive
industry. Moody's had anticipated a decline in leverage to the mid
5x range, the level appropriate for Cequel's prior B1 CFR. Cequel
currently has a stable market position with a strong base of
network assets and limited competition within its footprint other
than telco DSL. Notwithstanding the maturity of the core video
product, the relative stability of the subscription business
provides steady cash flow, and the high quality of Cequel's network
positions it well to achieve growth in its residential and
commercial businesses despite escalating competition. The company's
penetration lags behind industry averages, but Moody's expects its
high speed data and phone growth to continue to exceed most peers.

Headquartered in St. Louis, Missouri, and doing business as
Suddenlink Communications, Cequel Communications Holdings I, LLC
(Cequel) serves approximately 1.4 million residential and 90
thousand commercial customers. The company provides digital TV,
high-speed Internet and telephone services to consumers and
businesses and generated revenues of approximately $2.3 billion for
the twelve months ended March 31. BC Partners, CPP Investment Board
and certain members of Cequel's executive management acquired
Cequel in November 2012.

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in April 2013. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Altice S.A. is a Luxembourg-based holding company, which through
its subsidiaries Numericable-SFR S.A. and Altice International
S.a.r.l operates a multinational telecommunications and cable
business. Numericable-SFR operates in France while Altice
International currently has a presence in four regions—Dominican
Republic, Israel, Western Europe and the French Overseas
Territories. Altice S.A. is controlled indirectly by French
entrepreneur Patrick Drahi.


CIMAREX ENERGY: Moody's Withdraws 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service upgraded Cimarex Energy Co.'s senior
unsecured note ratings to Baa3 from Ba1. Moody's withdrew the Ba1
Corporate Family Rating, Ba1-PD Probability of Default Rating, and
SGL-2 Speculative Grade Liquidity Rating. The rating outlook is
stable.

"The upgrade to investment grade reflects Cimarex's successful
track record in growing production and reserves at competitive
costs, while maintaining conservative financial policies,"
commented Gretchen French, Moody's Vice President. "While Cimarex
remains smaller than its investment grade peers, the management
team exhibits a high level of capital discipline and has a track
record of conservatively managing the company through commodity
price cycles."

Debt List: Cimarex Energy Co.

  -- Senior unsecured notes: upgraded to Baa3 from Ba1, LGD4

  -- Senior unsecured shelf: upgraded to (P)Baa3 from (P)Ba1

  -- Outlook: Stable from Positive

Corporate Family Rating: Withdrawn

  -- Probability of Default Rating: Withdrawn

  -- Speculative Grade Liquidity Rating: Withdrawn

Cimarex's Baa3 senior unsecured rating is supported by the
company's successful track record in growing production and
reserves at competitive costs, while maintaining highly
conservative financial policies. In addition, the rating reflects
the company's disciplined drilling strategy, high level of
financial flexibility, strong management team, good liquidity, and
historically conservative reserve booking policy.

The company's ratings remain restrained by moderate size and
limited basin and geographic diversification, the high capital
spending needs for the development of its Permian Basin and
Woodford-Cana plays and exposure to a low realized pricing on its
production. A weak commodity price outlook will pressure the
company's cash flow-based leverage metrics in 2015, but with a
recovery expected by Moody's in 2016.

Cimarex has very low leverage in terms of debt/production and
debt/proved developed reserves, and Moody's expects the company to
maintain current debt levels through 2016, as cash flow outspending
is funded with cash on the balance sheet and equity proceeds.
Still, with lower commodity prices, Cimarex' retained cash
flow(RCF)/debt will decline to around 30% in 2015 from 98% in 2014,
but remain in line with expectations of several of its Baa3 peers.
Moody's expects that Cimarex's RCF/debt will recover to between
45-50% in 2016, both with growing production volumes and the
benefit of modestly higher commodity pricing.

Cimarex has a good liquidity profile, with a high degree of
flexibility in its capital program, with a high level of
operational control of its properties, limited long term
contractual commitments, and manageable leasehold expirations.
Liquidity is constrained by Cimarex's volatile cash flow, with
relatively limited use of hedges, the risk of negative borrowing
base re-determinations, albeit there is currently significant
headroom, and the general material adverse change (MAC) clause in
its revolver.

Moody's expect Cimarex to outspend operating cash flow by around
$450 million in 2015, which the company will fund with cash on the
balance sheet ($122 million at March 31, 2015) and equity proceeds
estimated at roughly $650 million (about $730 million with
underwriter overallotment). The company also has an undrawn,
unsecured $1 billion bank credit facility due July 2018 (borrowing
base of $2.5 billion as of April 2014). The next borrowing base
redetermination is scheduled for April 2016. Drawings under the
bank credit facility are subject to a general MAC clause, and
financial covenants under the facility include a maximum total
debt/EBITDA ratio of 3.5x and minimum current ratio of 1.0x.
Moody's expect that Cimarex will remain well within compliance with
its covenants, supported by the company's conservative leverage
profile.

The stable rating outlook reflects expected continued growth in
production and reserves at competitive costs, while maintaining
relatively conservative financial leverage.

Cimarex's ratings could be downgraded if the company exhibits poor
capital productivity from its drilling program. In addition, the
ratings could be pressured by a sizable increase in financial
leverage (RCF/debt sustained below 25%).

A ratings upgrade is unlikely through 2016 because of Cimarex's
smaller scale and limited diversification. In order to be upgraded
to Baa2, Cimarex would need to have greater production scale
(production approaching 250 thousand Boe per day) while maintaining
relatively low financial leverage.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.

Cimarex Energy Co. is an independent exploration and production
company headquartered in Denver, Colorado.



CLAIRE'S STORES: Amends Fiscal 2014 Form 10-K to Add Part III
-------------------------------------------------------------
Claire's Stores Inc. has amended its annual report on Form 10-K for
the fiscal year ended Jan. 31, 2015, for purposes of including the
information in Part III of the Form 10-K, as permitted under
General Instruction G(3) to Form 10-K.

In May 2007, the Company was acquired by investment funds and
certain co-investment vehicles managed by Apollo Management VI,
L.P., an affiliate of Apollo Global Management, LLC, through a
merger and Claire's Stores, Inc. became a wholly-owned subsidiary
of Claire's Inc.

Part III contains the following items:

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and
         Director Independence

Item 14. Principal Accountant Fees and Services

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

                         http://is.gd/6ywUub

                        About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's reported a net loss of $212 million for the fiscal year
ended Jan. 31, 2015, compared to a net loss of $65.3 million for
the fiscal year ended Feb. 1, 2014.  As of Jan. 31, 2015, Claire's
Stores had $2.45 billion in total assets, $2.78 billion in total
liabilities, and a $332 million stockholders' deficit.

                           *     *     *

As reported by the TCR on April 13, 2015, Moody's Investors Service
downgraded Claire's Corporate Family Rating (CFR) to
Caa2 from Caa1.  The downgrade of Claire's ratings reflect
continued weak operating performance and deterioration of its
liquidity profile.

The TCR reported in April 2015 that Standard & Poor's Ratings
Services lowered its corporate credit rating on Claire's Stores
Inc. to 'CCC' from 'B-'.  "The rating action reflects our belief
that Claire's could violate its financial covenant under its
revolving credit facility in the upcoming quarters, given
continuously weak operating trends," said credit analyst Mariola
Borysiak.


CLIFFS NATURAL: Shareholders Elect 9 Directors
----------------------------------------------
The annual meeting of shareholders of Cliffs Natural Resources Inc.
was held on May 19, 2015, at which the shareholders:

   (1) elected John T. Baldwin, Robert P. Fisher, Jr., Lourenco
       Goncalves, Susan M. Green, Joseph A. Rutkowski, Jr.,
       James S. Sawyer, Michael D. Siegal, Gabriel Stoliar and
       Douglas C. Taylor as directors for a term that will expire
       on the date of the 2016 annual meeting of shareholders;

   (2) approved, on an advisory basis of the compensation of the
       named executive officers;

   (3) approved Cliffs' 2015 Equity and Incentive Compensation
       Plan;

   (4) approved Cliffs' 2015 Employee Stock Purchase Plan; and

    (5) ratified Deloitte & Touche LLP as independent registered
        public accounting firm for 2015.

The 2015 Equity Plan authorizes, subject to adjustment, up to
12,900,000 of the Company's common shares to be issued pursuant to
stock options, appreciation rights, restricted shares, restricted
share units, performance shares, performance units and certain
other awards based on or related to the Company's common shares,
plus cash incentive awards, for the purpose of providing the
officers and other key employees incentives and rewards for
performance.  Officers and key employees of the Company and its
subsidiaries, as selected by the Compensation and Organization
Committee of the Board of Directors of the Company, are eligible
for awards under the 2015 Equity Plan.  The 2015 Equity Plan will
be administered by the Compensation and Organization Committee.

The 2015 Equity Plan contains fungible share counting mechanics,
which generally means that awards other than stock options and SARs
will be counted against the aggregate share limit as two common
shares for every common share that is actually issued or
transferred under such awards.  This means, for example, that only
6,450,000 common shares could be issued in settlement of RSU awards
from the 12,900,000 common shares initially authorized.

                  About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.

As of March 31, 2015, the Company had $2.70 billion in total
assets, $4.48 billion in total liabilities, and a $1.78 billion
total deficit.

                          *    *     *

As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Cliffs
Natural Resources Inc. to 'B' from 'BB-'.  The downgrade of
Cleveland-based Cliffs Natural Resources is driven by a revision
of the company's financial risk profile to "highly leveraged" from
"aggressive" as a result of S&P's lowered iron ore price
assumptions.  The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.

The TCR reported in March 2015 that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to 'B1' and 'B1-PD'
respectively.  "The downgrade in the CFR to 'B1' reflects
expectations for a weaker performance in the Asia Pacific iron ore
(APIO) segment, which has a greater exposure to the movement of
iron ore prices in the seaborne market," said Carol Cowan, Moody's
senior vice president.


CLIFFS NATURAL: To Issue 12.9 Million Shares Under Stock Plan
-------------------------------------------------------------
Cliffs Natural Resources Inc. filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
12,900,000 shares of common stock issuable under the Company's 2015
Equity and Incentive Plan.  The proposed maximum aggregate offering
price is $63.2 million.  A full-text copy of the prospectus is
available at http://is.gd/HzmK01

                   About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.

As of March 31, 2015, the Company had $2.70 billion in total
assets, $4.48 billion in total liabilities, and a $1.78 billion
total deficit.

                          *    *     *

As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Cliffs
Natural Resources Inc. to 'B' from 'BB-'.  The downgrade of
Cleveland-based Cliffs Natural Resources is driven by a revision
of the company's financial risk profile to "highly leveraged" from
"aggressive" as a result of S&P's lowered iron ore price
assumptions.  The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.

The TCR reported in March 2015 that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to 'B1' and 'B1-PD'
respectively.  "The downgrade in the CFR to 'B1' reflects
expectations for a weaker performance in the Asia Pacific iron ore
(APIO) segment, which has a greater exposure to the movement of
iron ore prices in the seaborne market," said Carol Cowan, Moody's
senior vice president.


CLIFFS NATURAL: Wabush Group Commence Restructuring Under CCAA
--------------------------------------------------------------
Cliffs Natural Resources Inc. announced on Jan. 27, 2015, that
Bloom Lake General Partner Limited and certain of its affiliates,
including Cliffs Quebec Iron Mining ULC, commenced restructuring
proceedings under the Companies' Creditors Arrangement Act (Canada)
with the Quebec Superior Court (Commercial Division) in Montreal,
Quebec and that as a result of the Filing, the Bloom Lake Group and
certain other wholly-owned subsidiaries of Cliffs were
deconsolidated from Cliffs' financial statements.  

On May 20, 2015, Cliffs announced that Wabush Iron Co. Limited and
Wabush Resources Inc. and certain of its affiliates, including
Wabush Mines (the unincorporated joint venture of Wabush Iron Co.
Limited and Wabush Resources Inc.), Arnaud Railway Company and
Wabush Lake Railway Company, Limited, have commenced restructuring
proceedings in the Court in Montreal, Quebec under the CCAA.  As a
result of this action, the CCAA protection granted to the Bloom
Lake Group has been extended to include the Wabush Group to
facilitate the reorganization of each of their businesses and
operations.

Cliffs has concluded that including the Wabush Group in the CCAA
proceedings of the Bloom Lake Group would facilitate a more
comprehensive restructuring and sale process of both the Bloom Lake
Group and the Wabush Group which collectively include mine, port
and rail assets and lead to a more effective and streamlined exit
from Eastern Canada.  The filing of the Wabush Group will also
mitigate various legacy related long-term liabilities associated
with the Wabush Group.

The decision to seek protection under the CCAA was based on a
thorough legal and financial analysis of the options available to
the Wabush Group.  The Wabush Group is no longer generating any
revenues and is not able to meet its obligations as they come due.
By including the Wabush Group in the existing CCAA proceedings,
long-term liabilities will be more effectively mitigated and asset
sales better facilitated.  In order to address the Wabush Group's
immediate liquidity issues and permit the Wabush Group to preserve
and protect its assets for the benefit of all of its stakeholders
while restructuring and sale options are explored, the Wabush Group
has obtained access to debtor in possession financing up to $10
million funded by Wabush Iron Co. Limited's parent company, Cliffs
Mining Company.  The DIP financing is secured by a court-ordered
charge over the assets of the Wabush Group.

As part of the Wabush Group CCAA filing, the Court has appointed
FTI Consulting Canada Inc. as the Monitor of the Wabush Group.  The
Monitor's role in the CCAA proceedings is to monitor the activities
of the Wabush Group and provide assistance to the Wabush Group and
its stakeholders in respect of the CCAA process. FTI is also the
Monitor of the Bloom Lake Group.

Additional information regarding the CCAA proceedings will be
available on the Monitor's Website at
http://cfcanada.fticonsulting.com/bloomlake.

                  About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.

As of March 31, 2015, the Company had $2.70 billion in total
assets, $4.48 billion in total liabilities, and a $1.78 billion
total deficit.

                          *    *     *

As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Cliffs
Natural Resources Inc. to 'B' from 'BB-'.  The downgrade of
Cleveland-based Cliffs Natural Resources is driven by a revision
of the company's financial risk profile to "highly leveraged" from
"aggressive" as a result of S&P's lowered iron ore price
assumptions.  The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.

The TCR reported in March 2015 that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to 'B1' and 'B1-PD'
respectively.  "The downgrade in the CFR to 'B1' reflects
expectations for a weaker performance in the Asia Pacific iron ore
(APIO) segment, which has a greater exposure to the movement of
iron ore prices in the seaborne market," said Carol Cowan, Moody's
senior vice president.


CLUBCORP CLUB: S&P Affirms 'B+' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the 'B+'
corporate credit rating on ClubCorp Club Operations.  The outlook
is stable.

In addition, S&P revised its financial policy assessment on
ClubCorp to "neutral" from FS-6 following a secondary offering of
stock that reduced financial sponsor KSL's ownership in the company
to about 30% from 51%.  The previous FS-6 assessment indicated
control by a financial sponsor and a belief it would sustain
leverage above 5x.  The reassessment to "neutral" reflects S&P's
belief that KSL has reduced its ownership, and over the next year,
will likely reduce its number of board seats, to levels where it
will no longer exercise control of the company.  In addition, the
"neutral" assessment reflects S&P's current base-case forecast,
which factors in the impact of recent leveraging acquisitions and
does not anticipate significant additional leveraging transactions
over the next two years.

S&P also affirmed its B+ issue-level rating on the company's $900
million senior secured term loan due 2020 and $135 million
revolver, with a '3' recovery rating, indicating S&P's expectations
for modest (50%-70%; lower half of the range) recovery for lenders
in the event of a payment default.

"Our 'B+' corporate credit rating on ClubCorp reflects our
assessment of the company's business risk profile as 'satisfactory'
and our assessment of the company's financial risk profile as
'highly leveraged,' according to our criteria," said Standard &
Poor's credit analyst Shivani Sood.

S&P's assessment of ClubCorp's business risk as "satisfactory"
reflects the company's relatively stable golf business and low
overall profit volatility, supported by a good customer
demographic, historically high retention rates (81% in 2014), and a
diverse network of properties that would be difficult to replicate,
creating meaningful barriers to entry in the markets in which
ClubCorp operates.  However, S&P views the business clubs segment
(21% of the company's revenue in 2014) as more vulnerable. It is
characterized by low barriers to entry, the existence of competing
alternative venues, and intense price competition in the demand for
consumer dollars in this market.

S&P's assessment of ClubCorp's financial risk profile as highly
leveraged reflects the company's strong appetite for deploying
capital to pursue strategic acquisitions.  ClubCorp's longer-term
strategy has been to utilize its debt capacity for acquisitions,
potentially significantly increasing leverage for a period of time.
As a result, a spike in total lease-adjusted debt to EBITDA for
productive acquisitions to as high as 6x would not change the
current rating.  Mitigating these risk factors is that the majority
of ClubCorp's operations are owned or long-term leased, in contrast
with competing operators across the golf industry, which
predominantly manage club operations and do not hold large
ownership interests.  Because ClubCorp owns its golf facilities,
these hard assets contribute to its financial flexibility, as one
facility could be sold without disrupting the remaining golf
operations.

S&P's rating outlook on ClubCorp is stable.  Despite S&P's belief
ClubCorp could continue to pursue a significant level of strategic
acquisitions over the next few years, S&P believes the company will
build in adequate debt capacity to accommodate them in a manner
that sustains lease-adjusted debt to EBITDA below 6x on average.

A lower rating could result if operating performance is materially
worse than S&P's expectations or if the company pursues a more
aggressive acquisition policy than currently anticipated, such that
total lease-adjusted debt to EBITDA remains sustained above the 6x
area.

Ratings upside is unlikely at this point, given S&P's belief that
even if ClubCorp were to outperform S&P's expectations, the company
will pursue acquisitions that could increase leverage. However, in
the event S&P is confident ClubCorp can sustain its measure of
total lease-adjusted debt to EBITDA under 5x over the long term,
incorporating the company's appetite for acquisitions, S&P could
consider higher ratings.



COLT DEFENSE: Delays First Quarter Form 10-Q
--------------------------------------------
Colt Defense LLC filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
April 5, 2015.

The Company has not yet completed its financial closing procedures
for the year ended Dec. 31, 2014 including: (a) the completion of
the Company's annual tests of goodwill and indefinite-lived assets
for impairment, (b) the completion of the Company's consolidated
tax accrual and (c) the completion of the preparation and review of
the Company's Form 10-K for the year-ended Dec. 31, 2014.
Subsequent to completing its financial closing procedures for the
year-ended Dec. 31, 2014, the Company will need to complete its
financial closing procedures with respect to the Form 10-Q
including completion of the preparation and review of the Form 10-Q
for the quarter ended April 5, 2015.

The Company had preliminarily determined, through its Step I
goodwill impairment analysis, that the fair value of its West
Hartford reporting unit was less than its carrying value and the
Company was working to complete Step II of the goodwill impairment
analysis to determine the actual amount of the non-cash impairment
charge to be recorded in the fourth quarter of 2014 and that the
Company may also need to record a non-cash impairment charge with
respect to its indefinite-lived trademarks in the fourth quarter of
2014.  The preliminary Step II goodwill impairment analysis
indicates that the Company will need to record a non-cash
impairment charge in the fourth quarter of 2014 to write-off all of
the Company's West Hartford reporting unit's goodwill and the
Company is working to complete its analysis to determine the actual
amount of the charge.  The goodwill recorded at the Company's West
Hartford reporting unit as of Sept. 28, 2014, is $41.1 million.
The Company's preliminary impairment analysis with respect to its
indefinite-lived trademarks indicates that the Company will need to
record a non-cash impairment charge in the fourth quarter of 2014
of $11.8 million.  The carrying value of the Company’s
indefinite-lived trademarks recorded at September 28, 2014 is $50.1
million.  The preliminary analysis does not indicate any other
fourth quarter 2014 impairment charges with respect to our other
tangible or intangible assets.  The impairment of the Company's
West Hartford reporting unit's goodwill and indefinite-lived
trademarks is a result of decreased revenue and earnings
projections as a result of the decline in market demand for its
commercial modern sporting rifle, declines in demand for the
Company's commercial handguns and delays in the timing of U.S.
Government and certain international sales.

The Company currently anticipates revenue for the fiscal quarter
ended April 5, 2015, to be approximately $41.5 million which is a
decrease of approximately $8.6 million or 17.2% from the fiscal
quarter ended March 30, 2014.  The decrease in revenue was impacted
by the Company's liquidity position during the fiscal quarter ended
April 5, 2015, which limited its ability to produce sufficient
commercial MSR and handgun products to meet market demand for those
products.  The Company also continued to see delays in the timing
of U.S. Government and certain international sales.

The Company expects to report a net loss and negative adjusted
EBITDA for the fiscal quarter ended April 5, 2015, and does not
expect to record or pay any member distributions.

                        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.


COLT DEFENSE: Solicitation on Prepack Plan Extended to May 26
-------------------------------------------------------------
Colt Defense, on April 14, 2015, commenced an exchange offer and
consent solicitation of the Company's Senior Notes and a
solicitation of acceptances to a prepackaged plan of
reorganization.  On May 18, 2015, the Company announced an
extension of its Exchange Offer and solicitation of acceptances to
the Prepackaged Plan until May 26, 2015, as the Company continues
its discussions with an ad hoc group of holders of the Senior
Notes.

The Company has entered into the permitted grace period with
respect to a $10.9 million interest payment due under the Indenture
dated as of Nov. 10, 2009, by and among Colt Defense LLC
and Colt Finance Corp., certain subsidiary guarantors, and
Wilmington Trust FSB, as indenture trustee, which governs its
outstanding Senior Notes.  The interest payment was due May 15,
2015; however, under the terms of the Indenture, the failure to
make those payment does not become an event of default for 30 days
after the scheduled due date.  If the Company does not make the
interest payment on or before June 14, 2015, however, the Trustee
or holders of at least 25% of the outstanding principal amount of
the Senior Notes would be permitted to accelerate the payment of
principal and accrued but unpaid interest on the outstanding Senior
Notes to become immediately due and payable by providing notice of
such acceleration.  The Company believes it is in the best
interests of its stakeholders to actively address the Company's
capital structure and has commenced discussions with an ad hoc
group of holders of the Senior Notes.  The Company hopes that those
discussions will result in a consensual restructuring transaction.

As of May 21, 2015, the Company has not made its Senior Notes
interest payment due on May 15, 2015.  In addition, the Company is
not in compliance under the Indenture governing its Senior Notes
because the Company has not yet filed its Annual Report on Form
10-K for the fiscal year ended Dec. 31, 2014.  In the event that
the Company receives a notice from the trustee under the Indenture
governing its Senior Notes or holders of at least 25% of the
aggregate principal amount of our Senior Notes and does not cure
such non-compliance within 60 days from the receipt of such notice,
the principal and accrued but unpaid interest on the Company's
outstanding Senior Notes may be accelerated.  As of
May 21, 2015, the Company has not received such notice.  The
Company is otherwise in compliance with financial and other
covenants contained in its existing debt agreements, but the
Company may not be able to maintain compliance with such financial
covenants in the future.

"The matters discussed above raise substantial doubt about the
Company's ability to continue as a going concern.  The Company's
ability to continue as a going concern will be dependent upon its
ability to complete asset sales, restructure or refinance existing
debt, obtain modifications or waivers of our loan covenants or
other actions.  There can be no assurance of the Company’s
success in these efforts.  The Company's inability to comply with
its loan covenants, obtain waivers of non-compliance, restructure
or refinance its existing debt or complete asset sales would have a
material adverse effect on the Company's financial position,
results of operations and cash flows."

As of May 15, 2015, the Company had $11.6 million of cash and cash
equivalents, of which $5.3 million is restricted cash.  The Company
does not have any incremental borrowing capacity under its existing
debt agreements.

                         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.


CONCHO RESOURCES: S&P Retains 'BB+' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Midland, Texas-based oil and gas exploration Concho Resources
Inc.'s senior unsecured notes to '3' from '4'.  The '3' recovery
rating on the company's unsecured notes indicates S&P's expectation
of meaningful (50% to 70%; lower half of the range) recovery in the
event of default.  The 'BB+' corporate credit and issue-level
senior unsecured debt ratings on the company are unchanged.

The higher recovery expectation reflects S&P's higher estimate of
the company's enterprise value, based on an updated,
company-provided PV10 valuation of proved reserves, incorporating
S&P's recovery price deck assumptions.

The ratings on Concho Resources reflect Standard & Poor's
assessment of the company's "satisfactory" business risk,
"significant" financial risk, and "strong" liquidity, as defined in
S&P's criteria.  The ratings incorporate the company's good reserve
replacement performance, solid production growth, and S&P's
expectation that Concho will continue to increase its reserve base.
It also reflects the company's participation in the volatile and
capital-intensive oil and gas industry.  The ratings also include
S&P's expectation that credit measures will remain healthy, with
debt to EBITDA of about 2.25x and funds from operations (FFO) to
debt of about 35% in 2015

S&P's updated recovery analysis on Concho Resources Inc. includes
these assumptions:

   -- S&P's simulated default scenario for Concho assumes a
      sustained period of low commodity prices (consistent with
      the conditions of past defaults in this sector).

   -- S&P's valuation of the company's reserves is based on a
      company-provided PV10 report, using S&P's recovery price
      deck assumptions of $50 per barrel for WTI crude oil and
      $3.50 per mmBtu for Henry Hub natural gas.

   -- S&P's analysis assumes that the company's $2.5 billion
      borrowing base reserve-based loan facility is fully drawn at

      default and that all debt claims include six months of
      prepetition interest.

Simulated default assumptions:

   -- Simulated year of default: 2020

Simulated waterfall:

   -- Net enterprise value (after 5% admin. costs): $4.65 billion
   -- Valuation split in % (obligors/nonobligors): 100/0
   -- Value available to first-lien debt claims: $4.5 billion
   -- Secured first-lien debt claims: $2.6 billion
      -- Recovery expectations: 90% to 100%
   -- Total value available to unsecured claims: $1.9 billion
   -- Senior unsecured debt: $3.5 billion
      -- Recovery expectations: 50% to 70% (low end of the range)

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

RATINGS LIST

Rating Unchanged
Concho Resources Inc.
Corporate credit rating                        BB+/Stable/--

Issue-Level Rating Unchanged; Recovery Rating Revised
                                               To        From
Concho Resources Inc.
Senior unsecured debt                         BB+
  Recovery rating                              3L         4L



CORTE MADERA, CA: Fitch Affirms BB+ Rating on $9.8MM COPs
---------------------------------------------------------
Fitch Ratings has affirmed the Town of Corte Madera, CA's (the
town) ratings as follows:

   -- $9.8 million certificates of participation (COPs), taxable
      series 2006, at 'BB+';

   -- Implied general obligation (GO) rating at 'BBB'.

The town has no GO debt outstanding.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The certificates are secured by lease rental payments for several
assets: the parcels financed by the COPs (an aging but occupied
local strip mall), the town hall, and two fire stations. The town
covenants to budget and appropriate for lease payments and provide
rental interruption insurance. Debt service reserve requirements
are met by a surety bond provided by Ambac.

KEY RATING DRIVERS

STABILIZED, VULNERABLE FINANCIAL PROFILE: The Outlook revision to
Stable reflects Fitch's expectation for improved and stable
financial performance over the intermediate term following the
April 2014 temporary voter-approved sales tax increase (expiring in
2020). The rating continues to reflect Fitch's longer-term concerns
including limited financial flexibility, significant deferred
capital needs, and on-going financial pressure imposed by the Park
Madera enterprise fund, rising benefit costs and a self-insurance
fund deficit.

SMALL, RETAIL FOCUSED BAY AREA TOWN: The town is well integrated
into the San Francisco Bay Area regional economy and benefits from
its close proximity and good access to the large and diverse
economic base. Tax base growth accelerated in fiscal 2015 with a
7.2% increase in taxable assessed value. Additional gains are
expected over the near term due to the improvement in the real
estate market and some additional residential development within
the town.

WEAK FINANCIAL OVERSIGHT, REPORTING: The town's financial oversight
is weak with regularly delayed financial reporting that improved
somewhat with the fiscal 2014 audit and a reliance on a small
finance staff.

SIGNIFICANT LONG TERM LIABILITIES: The town's debt profile is below
average with moderate to high overall debt levels, slowly
amortizing debt, deferred capital needs, and increasing
contributions towards pension and other retirement benefit
obligations.

RATING SENSITIVITIES

CONTINUED FINANICAL IMPROVEMENT: A continuation of recent trends
with increasing revenues, contained expenditures, improved
cash-flow, and a demonstrated reduction in deferred liabilities
could lead to positive rating action.

UNEXPECTED FINANICAL DECLINE: An unexpected decline in financial
performance that reduces reserves, pressures thin liquidity levels,
or significantly increases future obligations could result in
negative rating action.

CREDIT PROFILE
Corte Madera is located in Marin County about 12 miles north of San
Francisco. The town extends from the San Francisco Bay on the east
side of Highway 101 to Mt. Tamalpais on the west, encompassing four
square miles of land plus surrounding water tidelands. The 2013
population was approximately 9,459.

VULNERABLE OVERALL FINANCIAL PROFILE

The town's general fund continued its recent trend of solid
financial performance in fiscal 2014, although its overall
financial profile continues to be weighed down by a deficit fund
balance and negative operating margins in the Park Madera fund, an
inadequately funded self-insurance fund, and improving but still
thin reserves and liquidity levels.

The town recorded an operating surplus (after transfers) of $1.4
million (8.5% of spending) in fiscal 2014 as revenues increased by
10.2%. The sharp revenue gains were largely due to the on-going
economic expansion in the area along with a partial year of
additional sales tax receipts following the implementation of a
temporary voter-approved sales tax effective April 1, 2014.

The solid financial performance increased the general fund's
unrestricted reserve to $3.5 million or 21.6% of spending. However,
Fitch notes that the general fund recorded a cash balance of
$296,181 at year end, which is an improvement over previous years
but remains very low. In addition, approximately $2.2 million of
the fund balance was on loan to the Park Madera fund, which does
not have the financial capacity to repay the obligation. Deducting
this receivable effectively reduces the available unrestricted
balance to a largely illiquid $1.3 million or 7.8% of spending.

Fitch views the continued improvement in financial performance
positively as the general fund's operating surpluses and available
unrestricted reserve have increased annually over the past several
years. Additional improvement is expected in fiscal 2015 with the
full year of additional sales tax revenues. However, Fitch notes
that the general fund's financial capacity and liquidity remain
vulnerable to potential obligations from deferred capital needs and
financial obligations to support the Park Madera fund and the
town's self-insurance fund.

ONGOING PARK MADERA ENTERPRISE FUND DEFICIT

The town continues to face financial challenges from its 2006
purchase of a local strip-mall. The fiscal 2014 audit recorded a
$2.9 million accumulated negative fund balance in the Park Madera
Fund, an enterprise fund established by the town to account for the
operations of the town-owned strip mall. Ultimately intended to
provide sufficient net revenue to pay annual debt service on the
COPs that financed the mall's acquisition, the fund's operating
deficit (before the general fund subsidy ) was $134,701 (16.4% of
the enterprise fund's spending) in fiscal 2014.

Fitch expects the general fund transfer to remain relatively stable
through at least 2019 as the mall is fully leased with reportedly
stable tenants. The city council has approved a plan to address the
operating deficits by transferring in general fund resources to
keep the Park Madera fund's balance at fiscal 2014 levels. In
fiscal 2014, the general fund transferred in $192,112 (1.2% of
general fund spending) to stabilize the negative fund balance.

IMPROVING BUT STILL WEAK LIQUIDITY POSITION

The town did not issue its regular annual cash-flow notes in fiscal
2015 as the additional sales tax revenues and internal borrowables
were sufficient to meet cash-flow needs. Fitch views the change
positively but notes that liquidity levels remain low but
substantially improved over previous year levels with approximately
$1.5 million or 33 days in cash across all governmental funds at
fiscal 2014 year end. Improvement in fiscal 2015 is expected with
the full year of the additional sales tax revenue and continued
expenditure controls.

ABOVE AVERAGE DEBT BURDEN

The town's overall debt burden is high at $7,702 per capita but
moderate at 2.9% of fiscal 2014 assessed value (AV). Direct debt
amortizes at a very slow rate with approximately 31% repaid within
10 years. The town does not plan to issue any additional debt over
the next few years.

The town's carrying costs were midrange at 23% of governmental
spending in fiscal 2014, but are expected to increase due to
climbing pension and OPEB contributions. Pension costs are expected
to increase by approximately $88,000 (0.5% of fiscal 2014 spending)
and $145,000 (0.9%) in fiscals 2016 and 2017, respectively, over
fiscal 2015 levels due to the relatively weak funded position and
actuarial changes in the city's CalPERs plan. OPEB costs are also
growing. Management plans on increasing its annual OPEB
contribution by $500,000 starting in fiscal 2015 to reduce the
outstanding liability, which Fitch views positively. The OPEB
unfunded actuarially accrued liability was $14.8 million or 0.6% of
fiscal 2015 AV.

RETAIL HUB FOR REGIONAL ECONOMY

The town is largely residential but also serves as a regional
retail center that attracts shoppers from the affluent surrounding
area, including San Francisco. Town specific economic data is not
available. Using the county level data as a proxy for the town,
wealth levels remain very high and the unemployment rate remains
relatively low at 3.7% (February 2015) compared to the state (6.8%)
and nation (5.8%).

The town's property tax base is modestly concentrated, with the top
10 taxpayers, many of which are retail concerns, comprising
approximately 16% of fiscal 2014 AV. Ongoing development and a
recovery in housing values increased fiscal 2015 AV 7.2% above the
previous year. Additional AV gains are expected, given the growth
in the real estate market and on-going development in the area.



COX INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cox Investments, LLC
        191 Williams Street
        Bristol, VA 24201

Case No.: 15-70712

Chapter 11 Petition Date: May 21, 2015

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Hon. Paul M. Black

Debtor's Counsel: Scot Stewart Farthing, Esq.
                  SCOT S. FARTHING, ATTORNEY AT LAW, PC
                  P.O. Box 1315
                  Wytheville, VA 24382
                  Tel: 276-625-0222
                  Fax: 276-625-0333
                  Email: scotf@sfarthinglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ted E. Cox, sole member.

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


CRAIGHEAD COUNTY FAIR: Focus Bank Plan Slated for July 9 Approval
-----------------------------------------------------------------
Focus Bank is slated to seek confirmation of its proposed Chapter
11 Plan of Liquidation for Craighead County Fair Association at a
hearing on July 9, 2015

Judge Phyllis M. Jones approved the disclosure statement explaining
the terms of the Plan without a disclosure statement hearing.  The
judge cancelled the May 19 hearing as no objections were filed by
the May 11 deadline.  The judge set:

  -- June 3, 2015, as the deadline for Focus Bank to mail the
disclosure statement order and plan solicitation packages;

  -- July 3 as the last day for submitting written acceptances or
rejection of the Plan;

  -- July 3 as the last day for filing written objections to
confirmation of the Plan; and

  -- July 9 beginning at 9:30 a.m. and continuing until concluded,
as the hearing to consider confirmation of the Plan at the Federal
Building, 615 S. Main, Jonesboro, Arkansas.

The Focus Plan contemplates the sale of the Debtor's real
properties -- the "Old Fairground" and the "New Fairground" -- and
distribution of the proceeds along with the remaining cash on hand
in accordance with the priorities established by the Plan.

The Old Fairground consists of the fairgrounds located on Stadium
Boulevard in Jonesboro Arkansas operated by the Debtor until 2012.
The Debtor has valued the Old Fairground (consisting of a 3.10-acre
Lot 7 and an 11.72-acre Lot 9) for $4,900,000.  

The Debtor currently has a contract to sell Lot 9 for $3,999,104.
The proposed buyer, Blackburn Properties of Texas, Ltd., is still
in the initial 120 days of the due diligence period which can be
extended for two additional 30 day periods upon the payment of
additional earnest money.

The New Fairground consists of a 78-acre tract located at 7001 East
Johnson, in Jonesboro.  Focus Bank loaned the Debtor $6,200,000 for
the construction of improvements on the New Fairground.  The loan
is secured by mortgages on both the Old Fairground and the New
Fairground.

The Plan provides that the initial distribution agent will be
Richard L. Ramsay, an experienced bankruptcy lawyer, former Chapter
7 trustee and certified mediator.  Mr. Ramsay will be paid at an
hourly rate of $300.

The Plan will set a claims bar date 60 days from the date the
confirmation order becomes effective.

The Debtor has scheduled secured claims consisting of Focus Bank's
secured claim and materialman's liens in the amount of $9,369,147.
Focus Bank's claim is scheduled by the Debtor in the amount of
$6,200,000 and is secured by a first priority mortgage on the Old
Fairground and a purchase money mortgage on the New Fairground.
Although the Debtor's schedules reflect that materialman's liens
are secured by both the Old Fairground and the New Fairground,
Focus Bank believes that the materialman's liens are only asserted
against the New Fairground where construction related services were
performed.

The Plan proposes to treat claims as follows:

   -- Class 1 consists of the claim of Focus Bank secured by the
Old Fairground.  Focus Bank's allowed secured claim against the Old
Fairground will be paid as follows: (1) Focus Bank will receive the
net proceeds of the sale of the Old Fairground after deduction for
costs of sale.  If the sale does not close within 90 days after the
Effective Date, the Old Fairground will be marketed for private
sale for an additional 90 days.  If during this second 90 days a
sales contract is signed, the sale will be closed within an
additional 90 days from the date of the sales contract.  If no
sales contract is signed during the 90 days, the Old Fairground
will be auctioned at a public auction within 45 days of the
expiration of the listing agreement.  Focus Bank will be paid the
net proceeds of the private or auction sale, an Focus Bank's
remaining claim will be paid as a Class 2 claim.

   -- Class 2 consists of all materialman's and mechanic's lien
claims and the claim of Focus Bank secured by the New Fairground.
If the proceeds of the sale of the New Fairground are sufficient to
pay the Class 2 claims in full including the full amount of the
Focus Bank claim if the Old Fairground has not sold by such date,
each allowed secured claim will either be (i) paid in cash the
amount of its allowed secured claims within 30 days after closing
of a sale of the New Fairground, or (ii) if the proceeds of the
sale of the New Fairground are insufficient to pay the Class 2
claims in full, the distribution agent will file a complaint to
determine extent, validity and priority of all Class 2 claims and
the Class 2 claimants will be paid according to their priority as
determined by the Bankruptcy Court.

   -- Class 3 consists of priority claims.  All allowed priority
claims will be paid in full on or before the initial distribution
date.  If funds are insufficient to pay these claims in full,
holders of allowed priority claims will receive their pro rata
share of funds available for distribution until the claims are paid
in full.

   -- Class 4 consists of unsecured claims.  Each holder of an
allowed unsecured claim will periodically receive its pro rata
share of the cash and net proceeds available for distribution after
reserving sufficient funds to pay in full administrative expenses,
priority tax claims and post-effective date expenses, and amounts
necessary to pay in full allowed Class 3 claims.

   -- Class 5 consists of claims for interests in the Debtor.
Holders of allowed interests will not receive any distribution
until the time all Class 1 to 4 claims are paid in full.

Classes 1 to 4 are entitled to vote on the Plan.  Class 5 is not
entitled to vote on the Plan as it's deemed to reject the Plan.

A copy of the Focus Disclosure Statement dated March 25, 2015, is
available for free at:

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

                    About Craighead County Fair

Craighead County Fair Association is an Arkansas nonprofit
corporation formed in 1988, with its principal place of business in
Jonesboro, Arkansas.  The Debtor operates the annual Northeast
Arkansas District Fair and leases portions of its real property
throughout the year.

Craighead County Fair Association filed a bare-bones Chapter 11
bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in
Jonesboro, Arkansas, on Oct. 13, 2014.  The case is assigned to
Judge Audrey R. Evans.

The Debtor disclosed $26.7 million in assets and $9.83 million
in liabilities as of the Petition Date.  

The U.S. trustee wasn't able to form a committee of unsecured
creditors due to "lack of interest" of creditors to serve on the
panel.


CREW DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Crew Development, LLC
        1120 US Highway 84 E.
        Opp, AL 36467-3902

Case No.: 15-10996

Chapter 11 Petition Date: May 21, 2015

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Hon. William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: 334-793-6288
                  Email: kc@espymetcalf.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael A. Crew, managing member.

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


DAVID’S BRIDAL: 2019 Bank Debt Trades at 6% Off
-------------------------------------------------
Participations in a syndicated loan under which David's Bridal Inc.
is a borrower traded in the secondary market at 94.45 cents-on-the-
dollar during the week ended Friday, May 22, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.70
percentage points from the previous week, The Journal relates.
David's Bridal Inc. pays 375 basis points above LIBOR to borrow
under the facility.  The bank loan matures on October 11, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 278 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.


DAYBREAK OIL: Posts $865,000 Net Loss in Fiscal 2015
----------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common shareholders of $866,000 on $3.08 million of
oil and natural gas sales for the year ended Feb. 28, 2015,
compared to a net loss available to common shareholders of $1.54
million on $1.8 million of oil and natural gas sales for the year
ended Feb. 28, 2014.

As of Feb. 28, 2015, the Company had $12.3 million in total assets,
$17.5 million in total liabilities and a $5.18 million total
stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Feb. 28, 2015, citing that the Company suffered losses from
operations and has negative operating cash flows, which raises
substantial doubt about its ability to continue as a going concern.


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

                       http://is.gd/pBNJvF

                       About Daybreak Oil

Daybreak Oil and Gas, Inc., is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.


DRD TECHNOLOGIES: Files for Chapter 11 to Stop Receivership
-----------------------------------------------------------
Huntsville, Alabama-based logistics provider DRD Technologies, Inc.
sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366)
in Decatur, Alabama, on May 19, 2015.

The Debtor has operated as a business since 1993, providing
logistics and technology development to customers across the
world.

The Debtor currently owes approximately $3,400,000 to secured
creditor ServisFirst Bank, which is its largest creditor.  In
addition, the Debtor owes other secured creditors approximately
$225,000 and has existing accounts payable of $350,000.

On May 18, 2015, ServisFirst filed a complaint against the Debtor
and its principal, seeking a Temporary Restraining Order and
preliminary injunction over use of its collateral and sought the
appointment of a receiver.  The Motion for TRO and appointment of
receiver were set for hearing on May 19.  If granted by the state
court the Debtor would be effectively out of business.

Accordingly, the Debtor sought Chapter 11 bankruptcy relief to stop
the appointment of a receiver.

The Debtor plans to continue to operate its business and manage its
properties debtor in possession under Sec. 1107(a) and 1108 of the
Bankruptcy Code.  Through the filing of the Chapter 11 petition,
the Debtor seeks to accomplish a successful reorganization of its
business, which will allow the Debtor post-confirmation to continue
to operate its business.

                         First Day Motions

The Debtor on the Petition Date filed:

  -- an application to employ Stuart M Maples, Esq., at Maples Law
Firm, PC, as counsel;

  -- a motion to use cash collateral;

  -- a motion to pay prepetition taxes and fees; and

  -- a motion to pay prepetition wages and benefits.

According to the docket, the Chapter 11 plan and disclosure
statement are due by Sept. 16, 2015.  The schedules of assets and
liabilities are due June 2, 2015.


DRD TECHNOLOGIES: Proposes Maples Law Firm as Counsel
-----------------------------------------------------
DRD Technologies asks the U.S. Bankruptcy Court for the Northern
District of Alabama for authority to hire Maples Law Firm, PC, as
its attorneys in the Chapter 11 case.

The Debtor proposes to compensate Maples Law Firm for the services
of its members according to their standard hourly rates.  The
current rate for Stuart M. Maples, the bankruptcy partners who will
be the Debtor's main contact, is $360 per hour.  The rate for
associates is $225 to $150 per hour.  The rate for paralegals is
$125 per hour.

The Debtor has agreed to make monthly payments for actual fees and
expenses incurred by the Firm from property of the estate which is
not subject to security interests of any creditor.  All payments
will be subject to approval and allowance by the Court.

The Firm says no member holds or represents an interest adverse to
the estate and all members are "disinterested" persons under the
Bankruptcy Code.

                      About DRD Technologies

Huntsville, Alabama-based logistics provider DRD Technologies, Inc.
sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366)
in Decatur, Alabama, on May 19, 2015, to halt efforts by creditor
ServisFirst Bank to appoint a receiver.

The Debtor tapped Stuart M Maples, Esq., at Maples Law Firm, PC, as
counsel.

According to the docket, the Chapter 11 plan and disclosure
statement are due by Sept. 16, 2015.  The schedules of assets and
liabilities are due June 2, 2015.


DRD TECHNOLOGIES: Seeks to Use ServisFirst Cash Collateral
----------------------------------------------------------
DRD Technologies asks the U.S. Bankruptcy Court for the Northern
District of Alabama for approval to use cash collateral.

On Oct. 18, 2011, the Debtor and ServisFirst Bank executed certain
loan documents, whereby ServisFirst extended Debtor a line of
credit in the amount of $2,000,000.  The note was extended numerous
times and the maximum line of credit increased to $3,250,000.

As a result of the loan transactions, Debtor currently owes
approximately $3,400,000 to ServisFirst, which is Debtor’s
largest creditor.  The current approximate book value of the
collateral pledged to ServisFirst is approximately $2,000,000,
consisting of approximately $1,400,000 in accounts receivable and
$600,000 in inventory.

In addition, the Debtor owes other secured creditors $225,000 and
has existing accounts payable in the amount of $350,000.

Stuart M. Maples, Esq., at Maples Law Firm, P.C., counsel to the
Debtor, notes that the Debtor's only source of cash for the
continued operation of its business is operating revenue, which is
cash collateral.  The Debtor has an immediate need for authority to
continue to use the cash collateral in its ongoing business
operations.  If the Debtor is not permitted to use the cash
collateral, it will have to shut down its business hindering any
prospects of future reorganization, Mr. Maples tells the Court.

The Debtor will submit monthly budgets to the Court and ServisFirst
indicating the amount of money used in business operation expenses.
As adequate protection for the use of the cash collateral the
Debtor proposes to provide a replacement lien in postpetition
accounts receivable and inventory.

                      About DRD Technologies

Huntsville, Alabama-based logistics provider DRD Technologies, Inc.
sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366)
in Decatur, Alabama, on May 19, 2015, to halt efforts by creditor
ServisFirst Bank to appoint a receiver.

The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC,
as counsel.

According to the docket, the Chapter 11 plan and disclosure
statement are due by Sept. 16, 2015.  The schedules of assets and
liabilities are due June 2, 2015.


ECO BUILDING: Posts $34.2 Million Net Loss in Third Quarter
-----------------------------------------------------------
Eco Building Products, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $34.2 million on $594,000 of total revenue for the three months
ended March 31, 2015, compared with a net loss of $31.4 million on
$286,000 of total revenue for the same period in 2014.

For the nine months ended March 31, 2015, the Company reported a
net loss of $35.1 million on $2.24 million of total revenue
compared to a net loss of $35.8 million on $1.01 million of total
revenue for the same period last year.

As of March 31, 2015, the Company had $1.47 million in total
assets, $58.3 million in total liabilities and a $56.9 million
total stockholders' deficit.

On March 31, 2015, the Company had $4,370 cash on hand.

"Our continuation as a going concern is dependent upon obtaining
the additional working capital necessary to sustain our operations.
Our future is dependent upon our ability to obtain financing and
upon future profitable operations.  The Company estimates the
current operational expenses of approximately two hundred thousand
dollars a month is required to continue to operate.  This is
achieved either through profit from sales; or by management seeking
additional financing through the sale of its common/preferred
stock, and/or through private placements.  The minimum operational
expenses must be met in order to relive the threat of the company's
ability to continue as a going concern. There is no assurance that
our current operations will be profitable or that we will raise
sufficient funds to continue operating.  The Company continues to
trim overhead expenses to meet revenues," according to the report.

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

                       http://is.gd/A6hi2b

                       About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.


EL PASO CHILDREN'S HOSPITAL: Files for Ch. 11 Amid UMC Dispute
--------------------------------------------------------------
El Paso Children's Hospital Corporation has sought bankruptcy
protection to find a resolution of its disputes with the owner of
the campus where its hospital is located and its main creditor, El
Paso County Hospital District d/b/a University Medical Center of El
Paso.

The Debtor quickly filed with the bankruptcy court a motion to
compel UMC to participate in mediation.  This proposed mediation
would constitute as the third formal mediation between the parties.
The Debtor also believes that compelling mediation under
particular circumstances and with guidelines in place will result
in a final agreement that has thus far eluded the parties.

On the Petition Date, the Debtor also initiated an adversary
proceeding against UMC.  The Debtor asserts bankruptcy claims
pursuant to 11 U.S.C. Sec. 547, 548, and 550, stemming from, among
other things, the avoidability of UMC's preferential lien filing
against the Debtor within a year of the Petition Date ("UMC Lien")
and from obligations taken on by the Debtor at the insistence of
UMC for inadequate consideration.  The Debtor also seeks injunctive
relief to prevent UMC from pushing forward with any assertion that
their agreements terminated prior to the Petition Date.  Finally,
the Debtor also seeks a declaratory judgment concerning UMC
obligating the Debtor to make overpriced rental payments for its
use of its premises on the UMC campus, despite the Debtor's
continued provision of medical services to El Paso's indigent
pediatric population.

                     Lopsided Agreements with UMC

The Debtor operates its 122-bed children's hospital at the campus
of UMC.  UMC and the Debtor entered into a multitude of agreements
including a master agreement, a lease for the space on which the
Debtor operates on the UMC campus, several development series and
repayment agreements that cover the provision and repayment of
working capital, administrative services agreements for the
provision of services necessary for the Debtor to operate, ranging
from housekeeping and dietary to payroll, accounting, revenue
cycle, human resources, equipment lease agreements, and labor
service agreements

According to the Debtor, the Agreements are consistently ambiguous,
lopsided, and provide UMC with rights and compensation that exceed
UMC's costs and market rates by several fold.

The Debtor's CEO, Mark Herbers explains that with respect to the
efficiencies that were supposed to be created by the location of
the Debtor on the UMC campus, the opposite occurred.  The Debtor
relates that UMC instead charged the Debtor multiples of its actual
costs for myriad services, rent, and ancillary items.  These
charges were not only above UMC's cost but far more than what the
Debtor would pay third-party vendors for equivalent services, Mr.
Herbers tells the Court.

In addition, UMC obligated the Debtor to utilize its wholly-owned
subsidiary managed care company, El Paso First Health Plans, Inc.
for management of certain managed care programs.  The Debtor
believes that El Paso First has significantly underpaid the Debtor
for services provided by the Debtor through systematically paying
under-market and below-cost rates.

The Debtor was unable to keep up with the exorbitant charges
foisted on it by the Agreements.  On or about April 11, 2013, the
Debtor entered into a Pledge and Security Agreement ("Security
Agreement"), purportedly to secure the Debtor's obligations due to
UMC arising from an agreement on outstanding amounts owed to UMC
relating to the Agreements.

Since at least mid-April of 2014, the Debtor has had material
operating losses and has been suffering from a lack of liquidity.
UMC has had knowledge of the Debtor's material operating losses and
its lack of liquidity since at least 2013.

More than a year after the date of the Security Agreement, with
untoward access to the Debtor and unbeknownst to the Debtor, on or
about May 28, 2014, UMC filed a UCC-1 Financing Statement with the
Texas Secretary of State ("UMC Lien"), which purports to effect a
lien on all of the Debtor's assets.

                     Prepetition Negotiations

In July 2014, motivated by the Debtor's financial distress, UMC and
the Debtor began negotiations concerning the payable due to UMC
from the Debtor.  UMC presented itself as a potential strategic
partner to the Debtor, and the Debtor's Board approved terms upon
which it would allow UMC to take control of the Debtor, but the
Debtor soon discovered that UMC intended to fundamentally alter the
structure of the Debtor's board into a sole corporate member
structure, with UMC holding extensive reserve powers and requiring
certain reporting requirements.1

In January 2015, after the Debtor approved most of the revisions
from UMC, with the exception of one term, the agreement fell apart.
Approximately a month later, on or about Feb. 2, 2015, UMC
provided a proposed term sheet to the Debtor that included terms
additional to the prior failed agreement. A few days later, on or
about Feb. 11, 2015, UMC told the Debtor that if it did not receive
a response to the Feb. 2 term sheet within two days, it would
contemplate terminating the Agreements.

In response to UMC's threat of termination of the Agreements, the
Debtor extended an invitation to UMC to participate in mediation.
UMC agreed to the Debtor's mediation suggestion, and on Feb. 17,
2015, the parties participated in half-day mediation with Jim
Curtis of Kemp Smith LLP that nearly resulted in an agreement, but
when the Debtor requested that the mediation be continued to finish
the deal, UMC declined.

Instead, another UMC term sheet was presented to the Debtor on Feb.
23, 2015.  The Feb. 23 term sheet contained new terms not
previously discussed between the parties. The next day, on Feb. 24,
2015, while the Debtor's Board was meeting to discuss the Feb. 23
term sheet, it received a 30 days' notice of termination of certain
critical services from UMC.  On Feb. 25, 2015, the Debtor provided
UMC with a term sheet reflective of the agreement reached at the
half-day mediation.

With both term sheets at the table, the parties participated in
full-day mediation with former Bankruptcy Judge Leif Clark, and
reached an agreement that was signed by both parties and
subsequently approved by the Board of Managers of UMC as well as
the El Paso County Commissioners Court.  Weeks into UMC's due
diligence period, however, disputes emerged, largely a result of
UMC's insistence that additional substantive terms that were not a
part of the mediated term sheet be included in the definitive
agreement.  The agreed-upon closing date for a transaction whereby
UMC would become the sole corporate member of the Debtor of
April 30, 2015, has come and gone and the parties continued to
negotiate a resolution; however, lingering disputes remained
unresolved as of the Petition Date.

                    Prepetition Capital Structure

As of the last audited financials prior to the Petition Date, the
Debtor has total assets of approximately $23 million, and total
liabilities of approximately $99 million.

As of Sept. 30, 2014, UMC asserted that it was owed in excess of
$81 million from the Debtor.  The Debtor, however, believes that
that the amount owed by the Debtor is a fraction of the amount
claimed by UMC.  According to Mr. Herbers, the tangled and
codependent relationship between the Debtor and UMC has resulted in
a gross distortion of the actual financial condition of the
Debtor.

On Feb. 26, 2015, Navigant Healthcare Cymetrix Corporation f/k/a
Cymetrix Corporation, the new corporate owner of a failed vendor of
the Debtor, obtained a prejudgment writ of garnishment against the
Debtor over nearly a million dollars in the Debtor's operating
funds.  The garnishment was obtained in connection with a lawsuit
filed by Cymetrix on Feb. 26, 2015 in Denton County, Texas.
According to the Debtor, Cymetrix asserted a right to damages
against the Debtor, despite its myriad and persistent failures to
perform its contractual obligations to the Debtor, including its
billing and other accounting services from which the Debtor was to
ensure its cash flow and manage payments for its provision of
patient care.

                        First Day Motions

The Debtor on the Petition Date filed with the Bankruptcy Court
motions to:

   -- use cash collateral in the ordinary course;

   -- pay prepetition wages and benefits;

   -- compel mediation UMC to engage in mediation;

   -- maintain procedures for confidentiality of patient
information; and

   -- continue its existing cash management system.

The Debtor on the Petition Date commenced adversary proceedings
against (i) UMC, (ii) El Paso First, and (iii) Navigant.

A copy of the affidavit in support of the first day motions is
available for free at:

      http://bankrupt.com/misc/El_Paso_C_1st_Day_Affidavit.pdf

                 About El Paso Children's Hospital

El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital in
the El Paso region and the only dedicated pediatric hospital within
a 200-mile radius of El Paso, Texas.  The hospital opened its doors
in February 2012, features 122 private pediatric rooms, and is
located at the campus of El Paso County Hospital District d/b/a
University Medical Center of El Paso ("UMC").

The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
15-30784) in El Paso, Texas on May 19, 2015.  The case is assigned
to Judge H. Christopher Mott, following disputes with UMC.

The Debtor tapped Jackson Walker LLP as counsel.

The Debtor estimated $50 million to $100 million in assets and
liabilities.


EL PASO CHILDREN'S HOSPITAL: Section 341 Meeting Set for June 24
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of El Paso Children's
Hospital Corporation will be held on June 24, 2015, at 10:00 a.m.
at El Paso Suite 135.  Creditors have until Sept. 22, 2015, to file
their proofs of claim.

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

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

                 About El Paso Children's Hospital

El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital in
the El Paso region and the only dedicated pediatric hospital within
a 200-mile radius of El Paso, Texas.  The hospital opened its doors
in February 2012, features 122 private pediatric rooms, and is
located at the campus of El Paso County Hospital District d/b/a
University Medical Center of El Paso ("UMC").

The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
15-30784) in El Paso, Texas on May 19, 2015.  The case is assigned
to Judge H. Christopher Mott, following disputes with UMC.

The Debtor tapped Jackson Walker LLP as counsel.

The Debtor estimated $50 million to $100 million in assets and
liabilities.



EL PASO CHILDREN'S HOSPITAL: Seeks Confidentiality of Patient Info
------------------------------------------------------------------
El Paso Children's Hospital Corporation is asking the U.S.
Bankruptcy Court for the Western District of Texas to enter an
order authorizing certain procedures to maintain the
confidentiality of patient information as required by the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA") and
the Texas Medical Records Privacy Act ("TMRPA"), while providing
required disclosure in this bankruptcy case.

Bankruptcy Rule 1007(a) and Local Rule 1007 require the Debtor to
file matrices listing creditors by name and address.  In addition,
Sec. 521 of the Bankruptcy Code and Bankruptcy Rule 1007 also
require the Debtor to publish certain schedules listing information
about creditors.

Certain current and past patients of the Debtor may assert claims,
generally refund claims, against the Debtor, and under the
Bankruptcy Code and the applicable Bankruptcy Rules, the Debtor is
required to list information about such patients as potential
creditors, including their names and addresses, in the creditor
matrix and in the Schedules and Statements.  Listing any patient's
name or address in the matrix, Schedules, and Statement, or any
notice or certificate of service, however, may violate the HIPAA
Privacy Rule, unless an exception permitting such distribution is
satisfied.

Accordingly, the Debtor requests that the Court establish these
procedures to balance the need to protect patient health
information with the need to disclose information regarding these
cases to the public:

  (a) the Debtor will omit any reference to current or former
patients from the matrix of creditors and any certificate of
service;

  (b) the Debtor will identify current or former patients in the
Schedules and Statements solely by a code number, such as "Patient
1," "Patient 2," and so forth, and shall make an unredacted copy of
the Schedules and Statements available to (a) the Court and to the
United States Trustee upon request; and (b) any other
party-in-interest only after the Court has entered an order, after
notice and a hearing, authorizing the Debtor to do so;

  (c) the Debtor will maintain a list of all current or former
patients (the "Patient List") that appear on the matrix of
creditors, and shall make the Patient List, or any portion thereof,
available to any party-in-interest only after this Court has
entered an order, after notice and a hearing, authorizing the
Debtor to do so; and

  (d) when the Debtor serves any paper upon any person listed on
the Patient List, the Debtor will note in the respective
certificate of service that the parties served include persons
listed on the Patient List.

                 About El Paso Children's Hospital

El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital in
the El Paso region and the only dedicated pediatric hospital within
a 200-mile radius of El Paso, Texas.  The hospital opened its doors
in February 2012, features 122 private pediatric rooms, and is
located at the campus of El Paso County Hospital District d/b/a
University Medical Center of El Paso ("UMC").

The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
15-30784) in El Paso, Texas on May 19, 2015.  The case is assigned
to Judge H. Christopher Mott, following disputes with UMC.

The Debtor tapped Jackson Walker LLP as counsel.

The Debtor estimated $50 million to $100 million in assets and
liabilities.


EL PASO CHILDREN'S HOSPITAL: Wants Access to Cash Collateral
------------------------------------------------------------
El Paso Children's Hospital Corporation is asking the U.S.
Bankruptcy Court for the Western District of Texas to enter interim
and final orders authorizing the use of cash collateral in the
ordinary course.

Patricia B. Tomasco, Esq., at Jackson Walker LLP, in Austin Texas,
relates that El Paso County Hospital District d/b/a University
Medical Center ("UMC") asserts a lien over all of the assets of the
Debtor via a UCC-1 filing it made less than a year ago.  UMC is not
a lender in the traditional sense, and the relationship between UMC
and the Debtor has never been that of a typical lender/debtor
relationship.  Rather, a series of agreements that provide for
UMC's provision of services to the Debtor (all of which are crucial
to its operations), have fostered the development of a codependent
and abusive relationship between UMC and the Debtor that has
financially strangled the Debtor.

According to the Debtor, the proposed interim budget shows that the
Debtor has positive cash flow on a non-debt service basis. The
interim budget further shows that the Debtor builds cash over the
entire budget period.

The Debtor requests the authority to use cash collateral to operate
its business.  The Debtor's use of cash collateral is essential to
its continued operations, which consists entirely of the provision
of pediatric care to the children of the El Paso region.  The
Debtor's use of cash collateral is essential as well to maintain
the value of the property and for the effective administration of
this bankruptcy case.  Therefore, the use of cash collateral is in
the best interest of the Debtor, its estate, its creditors, and its
most important constituents—its pediatric patients.

The Debtor proposes that UMC, to the extent that it has an
unavoidable and enforceable lien against the Debtor's cash
collateral, be granted a replacement lien on postpetition accounts
receivable and have a super-priority administrative claim for any
unanticipated diminution in the cash collateral.  Given the
controversy surrounding the amount and perfection of UMC's lien,
the proposed adequate protections of UMC's position is more than
sufficient.

                 About El Paso Children's Hospital

El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital in
the El Paso region and the only dedicated pediatric hospital within
a 200-mile radius of El Paso, Texas.  The hospital opened its doors
in February 2012, features 122 private pediatric rooms, and is
located at the campus of El Paso County Hospital District d/b/a
University Medical Center of El Paso ("UMC").

The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
15-30784) in El Paso, Texas on May 19, 2015.  The case is assigned
to Judge H. Christopher Mott, following disputes with UMC.

The Debtor tapped Jackson Walker LLP as counsel.

The Debtor estimated $50 million to $100 million in assets and
liabilities.


EMMAUS LIFE: Posts $3.6 Million Net Loss in First Quarter
---------------------------------------------------------
Emmaus Life Sciences, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.6 million on $96,800 of net revenues for the three months
ended March 31, 2015, compared to a net loss of $7 million on
$84,700 of net revenues for the same period last year.

As of March 31, 2015, the Company had $2.2 million in total assets,
$24.3 million in total liabilities and a $22.1 million total
stockholders' deficit.

"Based on our losses to date, anticipated future revenue and
operating expenses, debt repayment obligations and cash and cash
equivalents balance of $0.3 million as of March 31, 2015, we do not
have sufficient operating capital for our business without raising
additional capital.  We incurred losses of $3.6 million for the
three months ended March 31, 2015 and $7.0 million for the three
months ended March 31, 2014," the Company states in the report.

"We will require additional capital to pursue potential future
clinical trials and regulatory approvals, as well as further
research and development and marketing efforts for our products and
potential products.  We have no committed sources of additional
capital and our access to capital funding is uncertain. If we are
not able to secure financing, we may no longer be a going concern
and may be forced to curtail operations, delay or stop ongoing
clinical trials, or cease operations altogether, file for
bankruptcy, or undertake any combination of the foregoing.  In such
event, our stockholders may lose their entire investment in our
company."

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

                        http://is.gd/YuIkF1

                          About Emmaus Life

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

Emmaus Life reported a net loss of $20.8 million on $500,700 of net
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $14.06 million on $391,000 of net revenues for the year ended
Dec. 31, 2013.

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


ENERGY & EXPLORATION PARTNERS: Bank Debt Trades at 13% Off
----------------------------------------------------------
Participations in a syndicated loan under which Energy &
Exploration Partners is a borrower traded in the secondary market
at 87.35 cents-on-the- dollar during the week ended Friday, May 22,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents a
decrease of 0.98 percentage points from the previous week, The
Journal relates. Energy & Exploration Partners pays 675 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on January 14, 2019, and carries Moody's and Standard &
Poor's did not give any ratings.  The loan is one of the biggest
gainers and losers among 278 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.


EQUITY COMMONWEALTH: Moody's Affirms (P)Ba1 Pref Stock Shelf
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Equity
Commonwealth (senior unsecured at Baa3) and revised the outlook to
stable from negative. The stable outlook reflects the REIT's
reduced leverage, as well as its progress on its large-scale
strategic repositioning plan that will improve its portfolio
quality.

The following ratings were affirmed with a stable outlook:

  Equity Commonwealth -- senior unsecured debt at Baa3; preferred
  stock at Ba1; senior unsecured shelf at (P)Baa3; preferred
  stock shelf at (P)Ba1; preferred stock non-cumulative shelf
  at (P)Ba1.

Moody's notes that Equity Commonwealth (EQC)'s new management team
has significantly improved the REIT's credit profile since assuming
control in mid 2014. The REIT has since sold $942 million of assets
(including its stake in Select Income REIT), with proceeds being
used to repay debt. Net Debt/EBITDA was 4.4x for 1Q15, down from
5.4x for 2013. Fixed charge coverage strengthened to 2.8x, up from
2.4x for 2013.

Moody's expects further improvement in EQC's key credit metrics, as
it will likely use proceeds from planned asset sales to repay
higher cost debt over the intermediate term. Even as the REIT has
also stated its intent to pursue opportunistic growth via
acquisitions, Moody's expects it will retain modest leverage levels
commensurate with its existing rating category.

Moody's also notes management's success in moving forward with a
strategy to improve its operations and growth profile. Following an
extensive portfolio review, they have laid out a plan to sell $2 to
$3 billion of assets through 2017. The REIT is under contract to
sell 52 properties (19% of the total portfolio by square footage)
for $750 million. An additional 32 properties (21% of the total
portfolio by square footage) are being marketed and Moody's expects
favorable execution given the strong investment sales market.
Moody's believes the repositioning program will ultimately result
in EQC being a smaller, more focused REIT with more stable earnings
through real estate cycles.

EQC's key challenge remains improving operations of a large,
nationally diverse real estate portfolio. Although market
conditions are improving generally, the pace of recovery is uneven
and EQC still has a number of weaker assets with vacancy to fill.
Moreover, the REIT's operating margins are weak as compared with
its peer group.

A ratings upgrade would likely reflect improving core occupancy
trends and successful completion of the planned dispositions.
Demonstration of profitable growth, with increased clarity as to
the REIT's long-term operating strategy, while maintaining Net
Debt/EBITDA below 5x and fixed charge coverage above 3x, would also
be needed.

A downgrade would be precipitated by sustained negative operating
trends or increased leverage with Net Debt/EBITDA rising above 7x.
Fixed charge coverage below 2.4x or secured debt above 15% of gross
assets would also result in a downgrade.

The last rating action with respect to Equity Commonwealth was on
July 10, 2014, when the ratings were confirmed with a negative
outlook.

Equity Commonwealth (NYSE: EQC) is an internally managed and
self-advised real estate investment trust, which primarily owns
office buildings located in central business districts and suburban
locations across the United States, with headquarters in Chicago,
Illinois.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


ESP RESOURCES: Posts $15,000 Net Income in First Quarter
--------------------------------------------------------
ESP Resources, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $15,200 on $2.21 million of net sales for the three months ended
March 31, 2015, compared to a net loss of $756,000 on $3.15 million
of net sales for the same period in 2014.

As of March 31, 2015, the Company had $5.26 million in total
assets, $9.68 million in total liabilities and a $4.42 million
total stockholders' deficit.

"We will require additional capital to fund our losses and working
capital deficits and to grow our business to recapture our decline
in sales.  For this most recent quarter, we remained dependent on
our working capital lines and extended credit terms with our
vendors to meet our cash requirements.  We expect this situation to
continue for the foreseeable future until we are able to raise
additional capital on acceptable terms.  While we anticipate
further increases in operating cash flows, we will continue to
require additional capital through equity financing and/or debt
financing, if available, which may result in further dilution in
the equity ownership of our shares and will continue to rely on our
extended payment terms with vendors.  There is still no assurance
that we will be able to maintain operations at a level sufficient
for an investor to obtain a return on his investment in our common
stock or for our vendors to continue cooperating with us as they
have in the past.  Furthermore, we may continue to be unprofitable
and/or unable to grow our sales at a level where we can become
profitable," the Company states in the report.

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

                        http://is.gd/fjSiqe

                        About ESP Resources

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.

ESP Resources reported a net loss of $2.06 million on $11.91
million of net sales for the year ended Dec. 31, 2014, compared to
a net loss of $5.23 million on $10.59 million of net sales in
2013.

Turner, Stone & Company, LLP, in Dallas, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
net losses through Dec. 31, 2014, and has a working capital deficit
as of Dec. 31, 2014.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


EVANS & SUTHERLAND: Stockholders Elect James McCarthy as Director
-----------------------------------------------------------------
Evans & Sutherland Computer Corporation held its 2015 Annual
Meeting of Shareholders on May 14 at which the stockholders elected
James McCarthy as director, ratified Tanner LC as the independent
registered public accounting firm for 2015 and  approved, on a
non-binding discretionary basis, the compensation paid to the
Company's named executive officers.

                     About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

Evans & Sutherland reported a net loss of $1.30 million on $26.5
million of sales for the year ended Dec. 31, 2014, compared with
net income of $1.17 million on $29.6 million of sales for the same
period in 2013.

As of April 3, 2015, the Company had $26.74 million in total
assets, $57.13 million in total liabilities and a $30.39 million
total stockholders' deficit.


EXPO DISPLAYS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Expo Displays Caribbean Inc.
        P.O. BOX 195457
        San Juan, PR 00919

Case No.: 15-03789

Chapter 11 Petition Date: May 21, 2015

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Jacqueline Hernandez Santiago, Esq.
                  JACQUELINE HERNANDEZ SANTIAGO
                  PO BOX 366431
                  San Juan, PR 00936-6431
                  Tel: 787 751-1836
                  Email: quiebras1@gmail.com

Total Assets: $431,120

Total Liabilities: $2.04 million

The petition was signed by Alma I. Lopez Mendez, vice-president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb15-03789.pdf


FAIRMONT GENERAL: Committee-Backed Liquidating Plan Confirmed
-------------------------------------------------------------
Judge Patrick M. Flatley entered findings of fact and conclusions
of law and order confirming the Joint Plan of Orderly Liquidation
filed by Fairmont General Hospital, Inc., and Fairmont Physicians,
Inc.

The Plan, co-proposed by the Official Committee of Unsecured
Creditors, proposes an orderly liquidation of the Debtors'
remaining assets.  The Debtors on July 1, 2014 won court approval
of -- and Sept. 19 closed the sale of -- of substantially all
assets to Alecto Healthcare Services Fairmont LLC for a cash
payment of $15 million.

The Plan provides that all funds realized from the collection and
liquidation of the Debtors' assets will be paid to creditors on
account of their allowed claims in accordance with the distributive
priorities of the Bankruptcy Code and the Plan.

The Plan will be implemented by establishing a liquidating trust
that will be administered by the liquidating trustee.  On the
Effective Date, the Debtors' assets, except the D&O Claims and
rights in and proceeds of any insurance policies, will be
transferred to the liquidating trust for the benefit of creditors.
Thereafter, the liquidating trustee will be responsible for
liquidating the assets and making distributions to creditors in
accordance with the terms of the Plan.

On the Effective Date, the estate's interest in any D&O Claims and
rights in and proceeds of any insurance policies will revest in the
Debtors.  The Debtor representative will be authorized to institute
and to prosecute through final judgment or settle the D&O Claims.
Upon the entry of a final judgment or settlement, the relevant
proceeds of the D&O Claims will be transferred to the liquidating
trust for the benefit of the holders of allowed claims, in
accordance with the provisions of the Plan.  The distributions to
Creditors may be significantly enhanced by the pursuit of the 2007
Bond Causes of Action and the D&O Claims and the proponents of the
Plan are relying on those Claims (and the underlying D&O Policies)
to increase the dividend to creditors.

In short, the Allowed 2008 Bond Claim, which includes both the
outstanding principal due and accrued interest owing as of the
Petition Date, will be satisfied in full under the Plan. The
Allowed 2007 Bond Claim is projected to receive initial
distributions up to $4,250,000 (i.e., $3,500,000 of the Estimated
Liquidated Assets and up to $750,000 on its 50% share of the
Additional Sources of Cash), then the remaining assets will be
allocated 60% to General Unsecured Creditors and 40% to Holders of
the 2007 Bonds.  Holders of General Unsecured Claims will receive
the remainder of the estimated liquidated assets (approximately
$790,000) and 50% of the additional sources of cash (estimated to
be approximately $650,000).  To the extent that these amounts are
available on the Effective Date, the liquidating trustee will fund
$500,000 in a distribution account for the benefit of holders of
general unsecured claims and the remainder will be held as a
reserve by the Liquidating Trustee.  

Thereafter, the Liquidating Trustee will review and analyze all
general unsecured claims in an effort to distribute 10% of the
allowed general unsecured claims to holders of allowed general
unsecured claims.  After the 10% threshold is achieved, the
remaining assets (and proceeds of causes of action) will be shared
with the Holders of the 2007 Bonds -- 60% to Holders of General
Unsecured Claims and 40% to Holders of the 2007 Bonds.  Holders of
General Unsecured Claims against FPI will receive any net proceeds
of any FPI Causes of Action.

The voting agent, Epiq Bankruptcy Solutions, LLC, certified that
impaired classes of creditors entitled to vote on the Plan voted to
accept the Plan:

   * Allowed 2008 Bond Claims in Class 2 (100% of members voting,
100% of dollar amount voting);

   * Allowed 2007 Bond Claims in Class 3 (100% of members voting,
100% of dollar amount voting);

   * FGH General Unsecured Claims in Class 5 (96.8% of members
voting, 98.99% of dollar amount voting); and

   * FPI General Unsecured Claims in Class 6 (83.33% of members
voting, 99.43% of dollar amount voting).

3M Company, after receiving payment of the remaining cure amount
owed under its software license, withdrew its limited objection to
confirmation of the Plan.

A hearing to consider confirmation of the Plan was held on April
15, 2015.

A copy of the Disclosure Statement dated March 3, 2015 is available
for free at:

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

A copy of the April 24, 2015 order confirming the Plan is available
for free at:

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

                  About Fairmont General Hospital

Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which
operate a 207-bed acute-care facility in Fairmont, West Virginia,
sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No.
13-01054) on Sept. 3, 2013.  The fourth-largest employer in Marion
County, West Virginia, filed for bankruptcy as it looks to partner
with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet
Smith Holbrook, Esq., at Huddleston Bolen LLP, represents the
Committee as local counsel.

The Bankruptcy Court named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig hired her own
firm as medical operations advisor; and Greenberg Traurig, LLP, as
her counsel.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FALCON TRACE: S&P Puts 'BB' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'BB' underlying
rating (SPUR) on three Florida community development districts'
(CDDs) series 2007 bonds on CreditWatch with positive implications.
The three districts are Falcon Trace CDD, Panther Trace CDD, and
Rivercrest CDD.

"The CreditWatch placement is due to the recent acquisition of
Radian Asset Assurance Inc. by higher-rated Assured Guaranty
Corp.," said Standard & Poor's credit analyst Timothy Daley. Before
Radian (BB/Negative) was acquired by Assured (AA/Stable) it was the
debt service reserve (DSR) surety bond provider for each CDD bond
series.

In March 2011, S&P lowered its rating on the bonds for each CCD to
'BB/Stable' based on S&P's view that the bonds' DSR had inadequate
funding due to its speculative-grade rating on Radian.  Special
assessments are levied to match debt service payments with very
limited excess cash flow, so the DSR is an important security
feature that provides additional liquidity if assessments are not
received in full or on a timely basis.  In S&P's opinion, a DSR of
speculative-grade credit quality raises concerns about the
availability of this liquidity should it be needed to make debt
service payments and weakens a security feature S&P considers
essential to maintaining investment-grade ratings on these bonds.
S&P views AGC's acquisition of Radian as a positive rating factor.

The bonds are secured by non-ad valorem special assessments imposed
and levied on benefited land parcels within each CDD and collected
by the respective county in which each district is located.

S&P expects to resolve the CreditWatch within the next 90 days
based on its analysis of the underlying credit fundamentals of the
three districts.  S&P also expects to have a final rating
determination within that time frame.



FAMILY CHRISTIAN: FC Special Funding Drops Bid to Lift Stay
-----------------------------------------------------------
FC Special Funding LLC, a secured lender of Family Christian LLC,
withdrew its request to lift the so-called automatic stay.

The lender on April 24 asked the U.S. Bankruptcy Court for the
Western District of Michigan to lift the injunction so that it
could foreclose on certain assets of Family Christian.

FC Special Funding expressed concern Family Christian won't be able
to protect the company against the diminution in value of its
collateral if it fails to get court approval to sell its assets by
June 4.

A prior court order, which granted FC Special Funding with
"adequate protection," requires Family Christian to stop using the
lender's cash collateral if it fails to get approval to sell its
assets by June 4, or complete the sale by June 8.

Family Christian posted some of its assets as collateral for the
loan it obtained from JP Morgan Chase Bank LLC in 2012.  In
November last year, the bank assigned its rights and obligations
under the loan agreement to Special Funding.

The company owes FC Special Funding about $23.1 million as of
February 11, 2015, court filings show.

                     About Family Christian

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

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

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

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


FAYETTEVILLE-FLOYD: Summary Judgment Against Solomon Farms Upheld
-----------------------------------------------------------------
The United States District Court for the Southern District of Texas
affirmed the summary judgment granted by the Bankruptcy Court
against Solomon Farms LLC and in favor of Fayetteville-Floyd Co.

District Judge Nelva Gonzales Ramos, in dismissing Solomon Farms'
Motion for Reconsideration, stated that she agreed with the
Bankruptcy Court that Solomon Farms was not able to demonstrate
cause because it had notice of the objection to claim and of the
order sustaining that objection. Judge Ramos also added that any
health problems that the manager may have suffered would have
occurred after the events surrounding the claim's adjudication.

Solomon Farms owns substantial acreage in eastern Arkansas, with
mineral rights it sought to lease to Fayetteville-Floyd Co. for
development. Fayetteville agreed to a lease and issued a draft,
allegedly contingent on a determination that Solomon Farms' title
to the mineral interests was good and available for lease.
Thereafter, Fayetteville determined that there were title problems,
dishonored the draft (along with a number of other drafts that had
been issued to other putative lessors), and lawsuits began.  After
some adverse rulings, Fayetteville filed for protection under
Chapter 11 of the United States Bankruptcy Code.

In the course of the bankruptcy case, Solomon Farms' claim was
disallowed.  Solomon Farms filed a motion for reconsideration,
complaining that it did not receive proper notice of the objection
to its timely-filed claim, the hearing date, or the order
sustaining the objection. This matter was to be heard in two
phases: (1) a determination of whether the order sustaining
Fayetteville's objection to Solomon Farms' claim was subject to
being reopened, based on notice and procedural issues; and (2)
whether, if reconsidered on its merits, the objection to Solomon
Farms' claim should be sustained, based on a defect in Solomon
Farms' title to lease the minerals. Only if Solomon Farms prevailed
in the first phase would the Bankruptcy Court take up the second
phase.

In the first phase, the Bankruptcy Court granted summary judgment
against Solomon Farms, holding that it had sufficient actual or
constructive notice of the treatment of its claim, that its delay
in filing for rehearing was inexcusable and prejudicial, and that
the Bankruptcy Court's order was res judicata. Thus Solomon Farms
was not entitled to reconsideration of the order as a matter of
law.  Solomon Farms appeals that determination to the District
Court. Whether Solomon Farms is entitled to relief on the merits of
its claim, based on its claim of good title to the mineral
interests, is not before the Court.

The appellate case is, SOLOMON FARMS LLC, Appellant, v. ROBERT C
PATE, Appellee, CIVIL ACTION NO. 2:14-CV-467 (S.D. Tex.).

A copy of Judge Ramos' April 20, 2015 Opinion is available at
http://is.gd/OhkPFHfrom Leagle.com.  

In Re Fayetteville-Floyd Gas Company, Inc., represented by
Nathaniel Peter Holzer -- pholzer@jhwclaw.com -- Jordan, Hayden et
al.

Solomon Farms LLC, Appellant, represented by Ronald A Simank,
Schauer & Simank.

Robert C Pate, Appellee, represented by Nathaniel Peter Holzer,
Jordan Hayden et al.

Fayetteville-Floyd Gas Company, Inc., formerly known as David H.
Arrington Oil and Gas, Inc., filed a voluntary Chapter 11
bankruptcy petition (Bankr. S.D. Tex. Case No. 12-_____) on May 24,
2012.  By order dated August 14, 2013, the Bankruptcy Court
confirmed Fayetteville's Chapter 11 Plan.


FIRST DATA: Files 2014 Conflict Minerals Report
-----------------------------------------------
First Data Corporation filed with the Securities and Exchange
Commission a copy of its conflict minerals report in accordance
with Rule 13p-1 and Form SD promulgated under the Securities
Exchange Act of 1934 for the reporting period Jan. 1, 2014, through
Dec. 31, 2014.

The Rules require disclosure of certain information when a company
manufactures or contracts to manufacture products and the minerals
specified in the Rules are necessary to the functionality or
production of those products.  The minerals covered by the Rules
are gold, columboite-tantalite (coltan), cassiterite, and
wolframite, including their derivatives consisting of tin,
tungsten, and tantalum (collectively, Conflict Minerals) and the
countries covered by this Report (collectively, Covered Countries)
are the Democratic Republic of the Congo and all adjoining
countries (consisting of Angola, the Republic of the Congo, Central
African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania,
and Zambia).

The Company determined that Conflict Minerals present in some
Covered Products may have originated in the Covered Countries and
were not from scrap or recycled sources.  Therefore, in accordance
with the Rules, the Company engaged in due diligence regarding the
sources and chain of custody of the Conflict Minerals.

A full-text copy of the entire report is available for free at:

                         http://is.gd/TsIGVi

                          About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Corporation of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014, compared with a net loss attributable to the
Corporation of $869 million on $10.8 billion of total revenues
during the prior year.

As of March 31, 2015, the Company had $34.13 billion in total
assets, $31.7 billion in total liabilities, $78 million in
redeemable noncontrolling interest, and $2.35 billion in total
equity.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FORTESCUE METALS: Bank Debt Trades at 10% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group is a borrower traded in the secondary market at 89.58
cents-on-the- dollar during the week ended Friday, May 22, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
1.45 percentage points from the previous week, The Journal relates.
Fortescue Metals Group pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on August 12, 2020, and
carries Moody's Ba1 rating and Standard & Poor's BB+ rating.  The
loan is one of the biggest gainers and losers among 278 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.


FRAC SPECIALISTS: Section 341 Meeting Scheduled for June 26
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Frac Specialists,
LLC, has been set for June 26, 2015, at 10:30 a.m. at FTW 341 Rm
7A24.  Creditors have until Sept. 24, 2015, to submit their proofs
of claim.

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

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

                      About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Lead Case No. 15-41974) in Ft. Worth, Texas, on May 17,
2015.  Larry P. Noble signed the petitions as manager.  The Debtors
estimated assets and debts of $50 million to $100 million.

The Companies are oilfield service providers serving the
exploration and production industry within the Permian Basin.  
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.

The Debtors tapped Lynda L. Lankford, Esq., and Jeff P. Prostok,
Esq., at Forshey & Prostok, LLP, as their counsel.  Judge Michael
Lynn presides over the cases.


FRAC TECH SERVICES: Bank Debt Trades at 14% Off
-----------------------------------------------
Participations in a syndicated loan under which Frac Tech Services
Ltd is a borrower traded in the secondary market at 86.35
cents-on-the- dollar during the week ended Friday, May 22, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
1.40 percentage points from the previous week, The Journal relates.
Frac Tech Services Ltd. pays 475 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 3, 2021, and
carries Moody's B2 rating and Standard & Poor's B rating.  The loan
is one of the biggest gainers and losers among 278 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


FREEDOM INDUSTRIES: Plan Rejected; Case Could Be Headed to Ch. 7
----------------------------------------------------------------
U.S. Bankruptcy Judge Ronald Pearson on May 13, 2015, entered an
order denying Freedom Industries Inc.'s bid to move forward with
its Plan of Liquidation dated April 30, 2015.

The judge sustained the objection of the West Virginia Department
of Environmental Protection ("WVDEP"), which strongly took issue
with the Plan's treatment of environmental remediation and argued
that the Plan did not provide for adequate funding in that regard.

The Plan is a result of negotiations with: (a) the Official
Committee of Unsecured Creditors which is comprised of trade
creditors, spill claim creditors and the West Virginia-American
Water Company ("WVAWC"), (b) counsel to certain class action
claimants, including those representing parties in what is referred
to in the Plan as the Bar 101 Case and the Good Case, (c) the
current equity owner of the Debtor and affiliated parties, (d) Gary
Southern and affiliated parties, (e) Dennis Farrell, William Tis
and Charles Herzing and their respective affiliated parties, who
collectively are the former owners and board members of Freedom.
However, absent from the list of parties coming to affirmative
agreement under the Plan was the WVDEP.

Mark Welch, the Chief Restructuring Officer, on May 6 submitted a
statement in support of the Plan, saying that the Debtor is willing
to work with WVDEP to amend the Plan in ways that would acceptable
to WVDEP.

Judge Pearson, however, ruled that the Plan, as currently proposed,
is not one that can advance, the primary reason being the
"unsettled terms of environmental remediation, a matter of highest
priority in the case."

Judge Pearson ordered the Company to fund remediation of its Etowah
River site and comply with the WVDEP's requirements.  WVDEP
recently suggested that the sum of $1.0 million is required to
finalize clean-up of the Etowah River Terminal.

The WVDEP had asked the Court to delay the consideration of the
Plan until the Company complied with the agency's Voluntary
Remediation Program ("VRP").

                       Chapter 7 Liquidation

In the May 13 ruling, Judge Pearson ruled, "The Court cannot help
but comment on the lack of information to support the contention of
the April 30, 2015 Disclosure Statement that conversion and
administration by a Chapter 7 Trustee would be more costly than
advancing the proposed Plan to confirmation.  Thirty years of
experience of this judge and clear priorities remaining to receive
attention in this case, which can be advanced with limited cost,
indicate the contrary is true."

The May 13 ruling made no mention of the May 12 filing by the CRO.
In the filing, the CRO said that as an alternative to conversion of
the Freedom bankruptcy case to a case under Chapter 7 of the
Bankruptcy Code or dismissal of the bankruptcy case, and the
consequences that would most likely follow, the CRO is requesting
that the Court schedule on an expedited basis a status conference
in an effort to address these matters.

The CRO explained that on May 8, 2015, the Debtor submitted an
updated work plan under the VRP to WVDEP focused on, among other
items, soil removal.  He added that the Plan includes funding
sufficient to cover the $1.0 million remaining remediation figure
suggested by WVDEP, provided that there is a reallocation of
certain payments established under the Plan to environmental
matters.  The CRO submitted that the CRO can amend the Plan with
the support of those parties involved in its negotiation to provide
for a reallocation of funds sufficient to allow Freedom Industries
to finalize remediation efforts costing up to the $1.0 million.

The CRO noted that Freedom has $47,000, an amount sufficient to pay
its on-site remediation contractor for labor, manpower and water
removal/disposition for accrued costs through the end of the
current week.  Thereafter, the Debtor has no further financial
resources available to it absent concessions from non-debtor third
parties.  The CRO's interpretation of these circumstances is that
in the absence of an alternative solution, the CRO will file a
notice of conversion of the Freedom Industries to a case under
chapter 7 of the Bankruptcy Code.

According to the CRO, unless WVDEP were to revise the environmental
obligations of Freedom Industries in the intervening period, the
Office of the U.S. Trustee will be tasked with attempting to
appoint an interim chapter 7 trustee to a bankruptcy estate with
ongoing environmental obligations and no money.  Under these
circumstances, it is most likely that WVDEP will be required to
step in and address environmental matters at the Etowah River
Terminal.  

The CRO avers that rather than taxpayers of the State of West
Virginia being required to fund remediation obligations to the
extent that they do exist, the CRO has developed an approach
whereby Freedom Industries, under the continued guidance of the
CRO, could continue to collect and dispose of water during the
pendency of additional soil removal from the MCHM footprint to a
point where WVDEP agrees that water collection is no longer
required.  The CRO has negotiated favorable accommodations with an
environmental remediation firm for trucking and disposition of
additional soil from the MCHM footprint.  Although neither the CRO
nor the licensed remediation specialist under the VRP (the "LRS")
are of the opinion that further soil removal or water collection/
disposition are actually necessary to protect the health, welfare
and safety of the Charleston, WV community, the CRO and LRS
appreciate that WVDEP has the final say in these matters.  With
this understanding, the CRO has negotiated revised accommodations
with certain parties that are the sources of funding under the Plan
for an amount of $250,000 to be immediately funded to Freedom
Industries.  The $250,000 would constitute an advance payment of
certain settlement consideration otherwise contemplated under the
Plan to be funded on what is defined as the "Effective Date" under
the Plan.  These proceeds would be earmarked exclusively for the
purpose of addressing water collection/ disposition and additional
soil removal/disposition.  Prior to funding the $250,000 or
modifying the Plan to reallocate a total of $1.0 million for
environmental matters, funding sources under the Plan, require (i)
a clear and concise understanding of the uses of the $1.0 million
proposed by WVDEP to be allocated for environmental matters, (ii)
an understanding that the $1.0 million reallocated under the Plan
for environmental purposes is the final amount deemed necessary for
conclusion of environmental matters at the Etowah River Terminal,
and (iii) an understanding that WVDEP will not stand in the way of
a modified Plan allocating $1.0 million for environmental matters
moving forward in the confirmation process and will withdraw its
objection to the Plan with those modifications.

According to the CRO, with understandings of this nature, the sum
of $250,000 can promptly be funded into Freedom Industries for
water collection/disposition and additional soil removal/
disposition.  Promptly thereafter, the Plan can be modified to
address a reallocation of financial resources under the Plan
sufficient to allow for the earmarked funding of $250,000 and
further funding of up to $750,000 upon the Effective Date of the
Plan for defined environmental purposes.  Freedom Industries can
address WVDEP's requirement for $1.0 million of additional funding
of environmental matters, but cooperation and collaboration are
required in kind.

                          Plan Documents

A copy of the Disclosure Statement dated April 30, 2015, is
available for free at:

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

A summary of the Liquidating Plan dated April 30, 2015, is
available for free at:

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

A copy of the CRO's May 6 statement in support of the Plan is
available for free at:

   http://bankrupt.com/misc/Freedom_Ind_Plan_CRO_May06.pdf

A copy of the CRO's May 12 further statement in support of the Plan
is available for free at:

   http://bankrupt.com/misc/Freedom_Ind_Plan_CRO_May12.pdf

A copy of the Court's May 13 ruling is available for free at:

   http://bankrupt.com/misc/Freedom_Ind_Plan_Denial_May13.pdf

                      About Freedom Industries

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

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

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

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

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

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

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


GELTECH SOLUTIONS: Acting CEO's Employment Extended for 4 Years
---------------------------------------------------------------
GelTech Solutions, Inc., approved an amendment to the employment
agreement of Peter Cordani, the Company's founder, acting chief
executive officer and chief technology officer, to extend the term
of the Agreement for an additional four years (now expiring Oct. 1,
2020), according to a Form 8-K filed with the Securities and
Exchange Commission.

                           About GelTech
        
Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company reported a net loss of $950,000 on $111,000 of sales
for the three months ended Sept. 30, 2014, compared with a net
loss of $1.91 million on $530,800 of sales for the same period
last year.

As of March 31, 2015, the Company had $1.47 million in total
assets, $3.93 million in total liabilities, and a $2.46 million
total stockholders' deficit.


GENERAL MOTORS: Set to Face Criminal Charges Over Ignition Switches
-------------------------------------------------------------------
Christopher M. Matthews and Mike Spector, writing for The Wall
Street Journal, reported that federal prosecutors are closing in on
criminal charges against General Motors Co. over a faulty ignition
switch linked to more than 100 deaths, but they are still weighing
whether to charge individual employees, according to people
familiar with the matter.

According to the report, the Manhattan U.S. attorney's office has
determined GM likely broke the law by making misstatements about
the ignition-switch glitch in older Chevrolet Cobalts and other
cars for more than a decade and will likely extract a fine
exceeding $1 billion from the company.  GM will either plead guilty
or enter a so-called deferred-prosecution agreement, people
familiar with the matter said, the Journal related.

                    About General Motors

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

traces its roots back to 1908.

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

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

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

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

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

                         *     *     *

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


GERALD ADAMS: Court Denies Bankruptcy Discharge
-----------------------------------------------
Bankruptcy Judge Neil P. Olack found the Adversary Complaint filed
by First Bank to be well taken and ruled that the Debtors should be
denied their discharge.

First Bank commenced an adversary proceeding for the Court to make
that determination.  That case is captioned, FIRST BANK, PLAINTIFF,
v. GERALD ADAMS AND KAY ADAMS, DEFENDANTS, ADV. PROC. NO.
14-00046-NPO (Bankr. S.D. Miss.).

Judge Olack found that First Bank has demonstrated by a
preponderance of the evidence that the Debtors intended to hinder,
delay, or defraud First Bank by concealing estate property and
transferring funds from the Debtors in Possession Account to the
Adams & Adams Account and should be denied their discharge pursuant
to Section 727(a)(2)(B).  He further found that the Debtors
knowingly and fraudulently, in or in connection with their
Bankruptcy Case, made a false oath and should be denied their
discharge pursuant to Section 727(a)(4)(A).

A copy of the April 22, 2015 memorandum opinion and order is
available at http://is.gd/wbRZ26from Leagle.com.

                       Gerald and Kay Adams

Gerald Adams and Kay Adams filed a voluntary Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-02569-NPO) on August 8, 2012.  On
May 23, 2013, the Court determined that the Adams should no longer
serve as debtors-in-possession and appointed J. Stephen Smith as
the chapter 11 trustee.  On October 21, 2013, the case was
converted to a chapter 7 case where Smith became the chapter 7
trustee.


GETTY IMAGES: Bank Debt Trades at 18% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 81.67 cents-on-the-
dollar during the week ended Friday, May 22, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 2.04
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on October 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 278 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.


GLYECO INC: Appoints Charles Trapp as Director
----------------------------------------------
The Board of Directors of GlyEco, Inc., appointed Charles F. Trapp
to serve as a member of the Board, effective May 22, 2015,
according to a document filed with the Securities and Exchange
Commission.

Mr. Trapp, 65, is currently the executive vice president and chief
financial officer of MAM Software Group, Inc., a leading provider
of business and supply chain management solutions primarily to the
automotive parts manufacturers, retailers, tire and service chains,
independent installers, and wholesale distributors in the
automotive aftermarket.  Prior to his employment with MAM Software
Group, Inc., which began in November 2007, Mr. Trapp was the
co-founder and president of Somerset Kensington Capital Co., a
Bridgewater, New Jersey-based investment firm that provided capital
and expertise to help public companies restructure and reorganize
from 1997 until November 2007.  Earlier in his career, he served as
CFO and/or a board member for a number of public companies,
including AW Computer Systems, Vertex Electronics Corp., Worldwide
Computer Services and Keystone Cement Co.  His responsibilities
have included accounting and financial controls, federal regulatory
filings, investor relations, mergers and acquisitions, loan and
labor negotiations, and litigation management.  Mr. Trapp is a
Certified Public Accountant and received his Bachelor of Science
degree in Accounting from St. Peter’s College in Jersey City, New
Jersey.

Mr. Trapp will be compensated as a Board member in accordance to
the Company's FY 2015 Director Compensation Plan.

                          About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

As of March 31, 2015, the Company had $16.6 million in total
assets, $2.48 million in total liabilities and $14.09 million in
total stockholders' equity.

Glyeco reported a net loss attributable to common shareholders of
$8.73 million on $5.89 million of net sales for the year ended Dec.
31, 2014, compared with a net loss of $4 million on $5.53 million
of net sales for the year ended Dec. 31, 2013.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has yet to
achieve profitable operations and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


GLYECO INC: Reports Fiscal First Quarter Financial Results
----------------------------------------------------------
GlyEco, Inc., announced financial results for its fiscal quarter
ended March 31, 2015, through the filing on May 15, 2015, of its
quarterly report on Form 10-Q with the Securities and Exchange
Commission.

"Although our recycling facility in Elizabeth, NJ negatively
impacted our operations this quarter, the improving outlook at our
other Processing and Distribution Centers and reductions to
corporate overhead, including redundancies in headcount and
efficiencies, helped mitigate the impact," said Mr. David Ide,
GlyEco president and chief executive officer.  "Our Processing and
Distribution Centers added over 650 new national retail customer
locations while experiencing a retention rate of over 97% for same
store customers during the same period in 2014, a clear indication
of continuing customer demand for our high quality recycled
antifreeze and specialty blended products, exceptional customer
service, and distribution reach.  Unfortunately, our recycling
facility in NJ realized low production volumes due to a shutdown of
the facility for several weeks for plant modifications and the
lockout stemming from disagreements with the landlord.  However,
for the month of March our NJ facility realized a 33% increase in
our monthly production run-rate compared to the same period last
year.  Additionally, our remaining facilities realized a 19%
increase in total gallons processed for the quarter.  We continue
to invest in our business, focusing on building our national sales
program, field operations technology infrastructure, improving and
elevating our high product quality standards, and selectively
increasing our processing capacity in strategic locations to
position the company for further growth.  We believe our dedication
to quality - quality of recycled glycol products, quality of
customer service, and quality of our experienced Processing and
Distribution Centers will continue to advance GlyEco, Inc.  We are
committed to driving our business to profitability, focused
expansion, and deploying our technology to advance the Company and
our local, regional and national partners. First quarter gains in
clients, and reductions in attrition, are the results of our
dedication to quality, our investment into our facilities, and
leadership from our field operations."

The Company's revenue was $1.34 million for the quarter ended March
31, 2015, compared to $1.65 million for same period last year, a
decrease of $310,590 or 18.8%.  Operating loss for the quarter
improved by $210,713 to negative $935,851, an improvement of 18.4%
when compared to the negative $1.15 million of operating loss for
the same period last year.  Net loss available to common
shareholders for the quarter improved by $2.46 million to negative
$978,766, an improvement of 71.5% when compared to the negative
$3.44 million of net income available to common shareholders for
the same period last year. Basic loss per share was $(0.02)
compared to basic loss per share of $(0.07) for the same period
last year.

Gross loss for the quarter was negative $107,813 or negative 8.0%
of revenues compared to negative $8,382 or negative 0.5% of
revenues for the same period last year.  The decrease in cost of
revenues for the three months ended March 31, 2015, was $211,159 or
12.7%, when compared to the three months ended March 31, 2014. The
decrease in gross profit was mainly attributable to the decrease in
total revenues.

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

                         http://is.gd/FbIRkQ

                          About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco reported a net loss attributable to common shareholders of
$8.73 million on $5.89 million of net sales for the year ended Dec.
31, 2014, compared with a net loss of $4 million on $5.53 million
of net sales for the year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $16.6 million in total
assets, $2.48 million in total liabilities and $14.09 million in
total stockholders' equity.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has yet to
achieve profitable operations and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


GRANITE DELLS: Has $2.1-Mil. Settlement with Cavan Management
-------------------------------------------------------------
Arizona Eco Development LLC, in its capacity as Liquidating Agent
and assignee of Granite Dells Ranch Holdings, LLC, filed a motion
asking the U.S. Bankruptcy Court for the District of Arizona to
approve a settlement resolving all remaining claims between the
estate of GDRH and the estate of Cavan Management Services, LLC.

Following three mediations and numerous hours expended by the
parties, the primary claimant and defendant groups in various
proceedings related to the GDRH and CMS cases pending before this
Court have reached a resolution of the proceedings.  The Agreement
submitted by the parties to the Court for approval provides in
broad terms:

   * a general set of releases between the parties, and between
     the two bankruptcy cases;

   * the payment of $2,180,000 cash from the defendants to the
     plaintiffs/creditors in these proceedings;

   * the transfer to the Trustee of certain real property near
     Surprise, Arizona, or the net proceeds from the sale of said
     property, with an agreed upon stipulated value of $300,000;

   * the execution and delivery of a Promissory Note from David
     and Karen Cavan in the amount of $250,000, secured by certain
     intellectual property; and

   * the distribution of the settlement proceeds through the CMC
     and GDRH proceedings, pursuant to agreements reached by the
     CMS Trustee and creditors of the GDRH estate and over 90% of
     the creditors of the CMS estate.

Donald L. Gaffney, Esq., at Snell & Wilmer L.L. P., in Phoenix,
Arizona, asserts that the Settlement Agreement resolves all
remaining claims between the GDRH and CMS estates and provides the
basis for final distributions and closing of the GDRH estate.

Mr. Gaffney believes that the Settlement Agreement is in the best
interests of the GDRH estate and creditors, and that the Court
ought to authorize and approve: (i) the Settlement Agreement, and
(ii) for AED and the Trustee to take any and all additional actions
to perform under the Settlement Agreement and to execute such other
and further documents as is necessary to effectuate and implement
the terms of the Settlement Agreement.

The Liquidating Agent is represented by:

         Donald L. Gaffney  
         Jill H. Perrella
         SNELL & WILMER L.L.P.
         One Arizona Center
         400 E. Van Buren
         Phoenix, AZ 85004-2202
         Tel: (602) 382-6000
         Fax: (602) 382-6070
         E-mail: dgaffney@swlaw.com
                 jperrella@swlaw.com

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


GREEN PLAINS: $120MM Loan Add-on No Impact on S&P's Ratings
-----------------------------------------------------------
Standard & Poor's Rating Services said that its issue-level rating
on Green Plains Inc.'s (Green Plains) wholly owned subsidiary Green
Plains Processing's senior secured credit facility remains 'BB'
with a recovery rating of '1' following the company's announcement
that it intends to issue a $120 million add-on to its existing $225
million term loan B.  The '1' recovery rating indicates S&P's
expectation of very high (90% to 100%) recovery if a payment
default occurs.  As of March 31, 2015, Green Plains had
approximately $700 million of balance-sheet debt.

Omaha, Neb.-based Green Plains Inc. is a vertically integrated
ethanol producer with four operating segments including ethanol
production, corn oil production, marketing and distribution, and
agribusiness.  S&P's corporate credit rating on Green Plains is
'B+', and the outlook is stable.

RATINGS LIST

Green Plains Renewable Energy Inc.
Corporate credit rating                         B+/Stable/--

Green Plains Processing
$345 mil sr secd term loan B due 2020           BB
  Recovery rating                               1



GUGGENHEIM PRIVATE: Fitch Rates Class D Notes Series D-1 'Bsf'
--------------------------------------------------------------
Fitch Ratings expects to assign the following ratings to Guggenheim
Private Debt Fund Note Issuer 2.0, LLC (Guggenheim PDFNI 2):

  -- $149,000,000 class A notes series A-1 'A-sf'; Outlook Stable;
  -- $50,000,000 class B notes series B-1 'BBB-sf'; Outlook
     Stable;
  -- $45,000,000 class C notes series C-1 'BBsf'; Outlook Stable;
  -- $21,000,000 class D notes series D-1 'Bsf'; Outlook Stable.

The class sizes above are based on $500 million of issuance
proceeds expected to be raised at the first funding date. Fitch
does not expect to rate the leverage tranche, class E notes and
limited liability company interests.

These ratings are effective as of May 20, 2015.

The assignment of the expected ratings is contingent on the receipt
of final documents conforming to information already reviewed.

TRANSACTION SUMMARY

Guggenheim PDFNI 2 is a collateralized loan obligation (CLO)
transaction that will invest in a portfolio comprised of a
combination of broadly syndicated loans and middle market private
debt investments (PDIs). The manager, Guggenheim Partners
Investment Management, LLC (GPIM) is expecting to raise
approximately $2.0 billion of commitments from investors to fund
the transaction. Investors will earn class-specific commitment fees
on the undrawn portions of their commitments. The commitments will
be drawn upon at seven separate funding dates during the investment
period. At each funding date, notes and the leverage tranche will
be issued in proportions that may decrease the level of credit
enhancement (CE) available for each class. Assuming the leverage
tranche and each class of notes is fully drawn on each funding
date, credit enhancement can decrease from funding date one to
funding date seven as follows:

-- Class A notes: 52.2% at funding date one; 42.5% at funding
    date seven;
-- Class B notes: 42.2% at funding date one; 32.0% at funding  
    date seven;
-- Class C notes: 33.2% at funding date one; 24.9% at funding   
    date seven;
-- Class D notes: 29.0% at funding date one; 21.2% at funding
    date seven.

Fitch expects to assess the creditworthiness of the notes at each
of the seven funding dates.

The manager may reinvest proceeds during the transaction's
four-year investment period. Fitch's Funds and Asset Managers group
has conducted an operational review on GPIM and views GPIM as an
acceptable manager for the transaction.

RATING RATIONALE

Fitch's analysis focuses primarily on a Fitch-stressed portfolio,
which accounts for many of the worst-case portfolio concentrations
permitted by the indenture. Guggenheim PDFNI 2 was stressed to
reflect the potential for a lower obligor count, higher 'CCC' asset
exposure and broader permitted investments when compared to a
typical broadly syndicated CLO. Cash flow modeling of the
Fitch-stressed portfolio indicates performance in-line with the
assigned ratings for each class of rated notes in Fitch's standard
cash flow scenarios.

KEY RATING DRIVERS

Sufficient Credit Enhancement: Credit enhancement (CE) for each
class of rated notes, in addition to excess spread, is sufficient
to protect against portfolio default and recovery rate projections
in each class's respective rating stress scenario. The degree of CE
available to each class of rated notes exceeds the average CE
levels typically seen on like-rated tranches of recent CLO
issuances backed by middle market loans.

'B-/CCC+' Asset Quality: The average credit quality of the Fitch
stressed portfolio is 'B-/CCC+', which is below that of recent
CLOs. Issuers rated in the 'B' rating category denote a highly
speculative credit quality while issuers in the 'CCC' rating
category denote substantial credit risk. When analyzing the capital
structure for the first funding date, class A, B, C and D notes are
projected to be able to withstand default rates of up to 90.5%,
82.9%, 78.3% and 76.1%, respectively.

Strong Recovery Expectations: In determining the rating of the
notes, Fitch stressed the indicative portfolio by assuming a higher
portfolio concentration of assets with lower recovery prospects and
further reduced recovery assumptions for higher rating stress
assumptions. The Fitch stressed portfolio assumed 100% of the
assets were assigned a Fitch recovery rating of 'RR3', resulting in
a base case recovery assumption of 54.5%. The analysis of the class
A and B notes assumed recovery rates of 33.8% in Fitch's 'A-sf'
scenario and 41.4% in Fitch's 'BBB-sf' scenario, respectively.
Class C and D notes assumed recovery rates of 49.7% in Fitch's
'BBsf' scenario and 54.5% in Fitch's 'Bsf' scenario, respectively.

FITCH ANALYSIS

Analysis was conducted on a Fitch-stressed portfolio, which was
created by Fitch and designed to address the impact of the most
prominent risk-presenting concentration allowances and targeted
test levels to ensure that the transaction's expected performance
is in line with the ratings assigned.

The Fitch-stressed portfolio at the first funding date was assumed
to consist of $500 million par amount of loans. Notable portfolio
concentrations specified by the transaction documents include:

  -- Maximum 20% assets rated 'CCC+' and below (by Fitch);
  -- Maximum 60% assets rated 'B-' and below (by Fitch);
  -- Minimum average recovery rates of 40%, 50%, 60% and 65% for
     the class A, class B, class C and class D notes,
     respectively;
  -- Maximum weighted average life (WAL) test of 7.5 years;
  -- Maximum 10% fixed-rate obligations;
  -- Minimum weighted average spread test of 6.25% and weighted
     average coupon test of 8%.

Individual obligor concentration is limited to 1% of the portfolio,
with the exception of the largest nine exposures.  If the sum of
the largest nine exposures is less than 70%, the indenture permits
additional obligors to be as large as 5%.  The indenture also sets
minimum exposures to syndicated bank loans, which decreases from
25% to 15% as the portfolio size increases.
Given these parameters, Fitch stressed the portfolio to consist of
39 obligors.  The degree of permitted obligor concentration is
greater than what Fitch has seen in recent CLO issuance, and has
been incorporated into Fitch's stressed portfolio analysis.

The indenture allows for a 20% 'CCC'-rated bucket for funding dates
one through six, increasing to 25% for the seventh funding date.
Additionally, collateral rated 'B-'or lower is limited to 60% for
funding dates one through six, increasing to 65% for the seventh
funding date. Increased 'CCC' and 'B-' limitations are subject to
both the commitments and the leverage tranche commitments being
fully drawn, or the rating condition being satisfied with respect
to such increases.

The maximum WAL test begins at 7.5 years for the first funding date
and steps down in half-year increments at each subsequent funding
date until the fifth funding date, but the maximum WAL for funding
dates six and seven remains at 5.5 years. In consideration of the
longer risk horizon for funding dates one through five, the Fitch
stressed portfolio assumed the WAL test begins at 8.5 years,
stepping down to 5.5 years at the seventh funding date. The
transaction's other portfolio covenants, such as specified industry
concentration limitations, are static at each funding date. Fitch
maximized the permitted industry concentrations and assumed the
investments are within industries considered by Fitch to be
relatively highly-correlated, thereby increasing the overall level
of correlation in the hypothetical portfolio. Finally, all assets
were assumed to have a Fitch recovery rating of 'RR3', commensurate
with the minimum average recovery rate test limits specified by the
indenture.

Projected default and recovery statistics of the Fitch-stressed
portfolio were generated using Fitch's portfolio credit model
(PCM). The PCM default rate hurdles for the first funding date were
77%, 70%, 62%, and 53% at the 'A-sf', 'BBB-sf', 'BBsf', and 'Bsf'
rating levels, respectively. These PCM outputs were used as inputs
into Fitch's proprietary cash flow model, which was customized to
reflect Guggenheim PDFNI 2.0's specific transaction structure. In
the analysis of the Fitch-stressed portfolio, the cash flow model
was also adjusted to account for possible risk-presenting
allowances such as the maximum permitted amounts of fixed-rate
assets and semi-annual-pay assets (10% each). The fixed-rate
collateral assets were assumed to pay the minimum weighted average
coupon of 8%, while the floating-rate assets were assumed to pay
the minimum floating spread over LIBOR of 6.25%.

Fitch's cash flow model runs include 12 stress scenarios
encompassing different combinations of default timing and interest
rate stresses, as described in Fitch's cash flow analysis criteria.
The break-even default rates (BDRs) for each class of notes in each
scenario were compared to the PCM default hurdle rates at the
appropriate rating stresses. The cash flow analysis of the
Fitch-stressed portfolio demonstrated that each class of rated
notes passed all 12 stress scenarios for the first funding date at
levels consistent with the ratings assigned above, with minimum
breakeven cushions (BDR minus PCM hurdle rate) of 13.5%, 12.9%,
16.3%, and 23.1% for the class A, B, C and D notes, respectively.

Fitch also analyzed the PCM and cash flow model output using the
Fitch-stressed portfolio for each of the remaining six funding
dates, assuming the structure increased its leverage at each
funding date by applying the maximum draw amounts for each class of
notes, including the leverage tranche. The analysis of funding
dates two through seven demonstrated that each class of rated notes
also passed all 12 stress scenarios at levels consistent with the
ratings assigned above, with one exception. Funding date seven had
one marginal failure of (0.5%), with minimum breakeven cushions of
1.2%, (0.5%), 4.0% and 9.1% for the class A, B, C and D notes,
respectively.

RATING SENSITIVITIES

Fitch evaluated the first funding date structure's sensitivity to
the potential variability of key model assumptions including
decreases in weighted average spread or recovery rates and
increases in default rates or correlation. Fitch expects each class
of notes to remain within one rating category of their original
ratings even under the most extreme sensitivity scenarios. Results
under these sensitivity scenarios ranged between 'AA+sf' and
'BBB+sf' for the class A notes, 'BBB+sf' and 'BB+sf' for the class
B notes, 'BBBsf' and 'B+sf' for the class C notes and 'BB+sf' and
'B-sf' for the class D notes. Fitch also analyzed the impact of a
reduced WAL and whether a related decrease of aggregate available
excess spread over the lifetime of the transaction would negatively
impact the expected performance of the notes; the results of this
scenario remained consistent with the assigned ratings. The results
of the sensitivity analysis also contributed to Fitch's assignment
of Stable Outlooks on each class of notes.

PERFORMANCE ANALYTICS

Fitch expects to have credit views, via either public ratings or
credit opinions, on all of the PDIs that will be purchased into the
portfolio. Fitch will rely on the issuer to provide it with
relevant financial information on such borrowers on an ongoing
basis so that Fitch may maintain its ratings on the transaction.

Fitch will monitor the transaction regularly and as warranted by
events with a review. Events that may trigger a review include, but
are not limited to, the following:

  -- Asset defaults;
  -- Portfolio migration;
  -- OC or IC test breach;
  -- Breach of concentration limitations or portfolio quality
     covenants;
  -- Future changes to Fitch's rating criteria.

Surveillance analysis is conducted on the basis of the then-current
portfolio. Fitch's goal is to ensure that the assigned ratings
remain an appropriate reflection of the issued notes' credit risk.

An assessment of the transaction's representations and warranties
was also completed and found to be consistent with the ratings
assigned. For further information, see 'Guggenheim Private Debt
Fund Note Issuer 2.0, LLC Representations and Warranties Appendix',
dated May 20, 2015.



HCSB FINANCIAL: Shareholders Elect 2 Class I Directors
------------------------------------------------------
The 2015 annual meeting of shareholders of HCSB Financial
Corporation was held on May 19, 2015, at the Center for Health and
Fitness at 3207 Casey Street, Loris, South Carolina.  At the Annual
Meeting, the shareholders elected Singleton Bailey and
James R. Clarkson as Classs I members to the Board of Directors.

The shareholders also ratified the appointment of Elliott Davis
Decosimo, LLC as the Company's independent registered public
accountants and approved, on an advisory basis, the compensation of
the Company's named executive officers.

The other directors that continued in office after the meeting are
as follows:

Class II:  
Michael S. Addy
Clay D. Brittain, III

Class III:  
Johnny C. Allen
Tommie W. Grainger
Gwyn G. McCutchen, D.D.S.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB Financial reported a net loss available to common shareholders
of $1.4 million on $16.09 million of total interest income for the
year ended Dec. 31, 2014, compared to net income available to
common shareholders of $911,000 on $17.07 million of total interest
income for the year ended Dec. 31, 2013.

Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation that requires, among other
provisions, capital ratios to be maintained at certain levels.  As
of Dec. 31, 2014, the Company's subsidiary is considered
significantly undercapitalized based on its regulatory capital
levels.  These considerations raise substantial doubt about the
Company's ability to continue as a going concern.  The Company also
has deferred interest payments on its junior subordinated
debentures for 16 consecutive quarters as of Dec. 31, 2014.  Under
the terms of the debentures, the Company may defer payments for up
to 20 consecutive quarters without creating a default.  Payment for
the 20th quarter interest deferral period will be due in March
2016.  If the Company fails to pay the deferred and compounded
interest at the end of the deferral period, the trustees of the
corresponding trusts, would have the right, after any applicable
grace period, to exercise various remedies, including demanding
immediate payment in full of the entire outstanding principal
amount of the debentures.  The balance of the debentures and
accrued interest as of December 31, 2014 were $6.19 million and
$714,000, respectively.  These events also raise substantial doubt
about the Company's ability to continue as a going concern as of
Dec. 31, 2014.

As of March 31, 2015, the Company had $425.1 million in total
assets, $436 million in total liabilities and a $10.5 million total
shareholders' deficit.

                       Bankruptcy Warning

"The Company has been deferring interest payments on its trust
preferred securities since March 2011 and has deferred interest
payments for 17 consecutive quarters.  The Company is allowed to
defer payments for up to 20 consecutive quarterly periods, although
interest will also accrue and compound quarterly from the date such
deferred interest would have been payable were it not for the
extension period.  All of the deferred interest, including interest
accrued on such deferred interest, is due and payable at the end of
the applicable deferral period, which is in March 2016. At March
31, 2015, total accrued interest equaled $759 thousand. If we are
not able to raise a sufficient amount of additional capital, the
Company will not be able to pay this interest when it becomes due
and the Bank may be unable to remain in compliance with the Consent
Order.  In addition, the Company must first make interest payments
under the subordinated notes, which are senior to the trust
preferred securities.  Even if the Company succeeds in raising
capital, it will have to be released from the Written Agreement or
obtain approval from the Federal Reserve Bank of Richmond to pay
interest on the trust preferred securities.  If this interest is
not paid by March 2016, the Company will be in default under the
terms of the indenture related to the trust preferred securities.
If the Company fails to pay the deferred and compounded interest at
the end of the deferral period the trustee or the holders of 25% of
the aggregate trust preferred securities outstanding, by providing
written notice to the Company, may declare the entire principal and
unpaid interest amounts of the trust preferred securities
immediately due and payable.  The aggregate principal amount of
these trust preferred securities is $6.0 million.  The trust
preferred securities are junior to the subordinated notes, so even
if a default is declared the trust preferred securities cannot be
repaid prior to repayment of the subordinated notes.  However, if
the trustee or the holders of the trust preferred securities
declares a default under the trust preferred securities, the
Company could be forced into involuntary bankruptcy," the Company
warns in its March 31, 2015, quarterly report.


HILCORP ENERGY: Moody's Rates New Unsecured Notes 'Ba3'
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Hilcorp Energy
I, L.P. and co-issuer Hilcorp Finance Company's senior unsecured
notes due 2025. Note proceeds will be used to fund the redemption
of Hilcorp's $300 million, 8% senior notes due 2020 and to repay
borrowings under its revolving credit facility. The outlook is
stable.

Issuer: Hilcorp Energy I, L.P

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)

"Notwithstanding an increased use of debt to fund recent
acquisition activity, Hilcorp remains one of the most
conservatively leveraged companies rated by Moody's in the
high-yield E&P space, with debt leverage remaining well below that
of its peers," commented Andrew Brooks, Moody's Vice President.
"The company continues to have ample available debt capacity within
its current ratings to accommodate its modestly higher debt
levels."

The Ba3 rating on its senior unsecured notes reflects their
subordinate position to Hilcorp's $1.4 billion secured borrowing
base revolving credit's priority claim to the company's assets. The
size of the senior secured claims relative to Hilcorp's outstanding
senior unsecured notes results in the notes being rated one notch
below the Ba2 Corporate Family Rating (CFR) under Moody's Loss
Given Default Methodology.

Hilcorp's Ba2 CFR reflects its record of strong production and
reserves growth, and modest debt levels, residual to the
de-leveraging effect of asset sales in 2011 and 2012. Asset sale
proceeds funded an almost 50% reduction in debt at the time, also
providing significant funding for subsequent acquisitions in
Alaska's Cook Inlet, South Texas and acreage in the Utica Shale,
and in November 2014, the Alaskan North Slope. Supplementing asset
sale proceeds as a source of acquisition financing, debt levels
approximately tripled between 2013 and 2014 to $1.9 billion;
however, 2015's first quarter debt on production registered a
modest $13,000 per barrel of oil equivalent (Boe) in contrast to
the $7,440 per Boe registered in 2013. Average daily production
increased 37% over the same quarterly periods, averaging 156,100
Boe per day in 2015's first quarter, while averaging 121,500 Boe
per day over the course of 2014. Acquisitions have also added
further geological diversification to Hilcorp's traditional
Texas-Louisiana Gulf Coast base of operations, such that 37% of
Hilcorp's proved reserves as of December 31, 2014 were attributable
to its Alaskan properties.

Moody's expects that the increase in debt levels incurred in 2014
is unlikely to be repeated, with the company reverting to the
conservative use of debt in the funding of its ongoing operations
and future acquisitions that has typically defined its strategy
towards financial leverage. The Ba2 rating also recognizes the high
call on future cash flow of future development costs (FDCs), in the
gross amount of $4.45 billion at December 31, of which asset
retirement obligations are a sizeable component. The singular
control Mr. Jeffery Hildebrand wields over Hilcorp's operations
through his ownership of Hilcorp's general partner is also
reflected in the Ba2 CFR; however, Moody's notes that the company
has prospered under his control and leadership.

Moody's expect Hilcorp to remain in a good liquidity position
through 2016. At March 31, Hilcorp had cash and marketable
securities of $177 million, and $665 million of availability under
the $1.4 billion secured borrowing base revolving credit facility.
Hilcorp's borrowing base could be as high as $2.4 billion,
indicating additional headroom above the facility's current
committed amount. In April 2015, the scheduled maturity date of the
revolver was extended to April 2020. With 2015's projected capital
spending of $700-$750 million, Hilcorp is expected to generate
neutral to slightly positive free cash flow, and should not require
significant incremental utilization of its revolving credit
facility. The revolver has two maintenance financial covenants, a
minimum current ratio of 1.0x, and a maximum total debt to EBITDA
ratio of 4.25x, under both of which Hilcorp was fully compliant at
March 31. Given the relatively modest size of the revolver's
borrowing base compared to Hilcorp's $9.1 billion year-end 2014
PV-10, Hilcorp has access to alternative sources of liquidity, such
as asset sales, if needed to further bolster its liquidity.

The stable outlook reflects Hilcorp's growing production through
its low-risk exploitation strategy, and its modest debt leverage.
Presuming Hilcorp successfully manages its Alaskan North Slope
acquisition for value accretion, an upgrade could be considered if
Hilcorp's production is maintained above 130,000 Boe per day on a
consistent basis while keeping debt to average daily production
below $15,000 per Boe. Moody's would further expect that Hilcorp's
growth strategy not materially deviate from its historic focus on
the acquisition of mature, longer-lived assets whose potential
avail themselves to future exploitation. A downgrade is possible
should Hilcorp materially re-lever its capital structure to in
excess of $20,000 per Boe of average daily production, or should
debt materially increase to fund a major acquisition or dividends.

Hilcorp is a private limited partnership headquartered in Houston,
Texas. The company's primary producing assets are located in
Alaska, Texas, Louisiana and the Utica Shale in Pennsylvania and
Ohio.

The principal methodology used in this rating 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.


HNO GREEN FUELS: Section 341(a) Meeting Set for June 15
-------------------------------------------------------
There will be a meeting of creditors of HNO Green Fuels, Inc.
on June 15, 2015, at 2:30 p.m. at RM 720, 3801 University Ave., in
Riverside, California.

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

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

HNO Green Fuels, Inc., sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 15-14946) in Riverside, California, on May 16, 2015.
The Debtor estimated $50 million to $100 million in assets and $1
million to $10 million in debt.  The Debtor tapped Levene, Neale,
Bender, Yoo & Brill L.L.P, as counsel.  Judge Mark D. Houle
presides over the case.


HOLY HILL: Seeks to Sell Sunset Blvd. Property for $18.6-Mil.
-------------------------------------------------------------
Richard J. Laski, Chapter 11 Trustee for Holy Hill Community
Church, filed motion seeking authority from the U.S. Bankruptcy
Court Central District of California, Los Angeles Division, to sell
a parcel of real property located at 1111 Sunset Blvd., in Los
Angeles, California, to 1111 Sunset, LLC, for $18,600,000.

The property consists of approximately 5.29 acres of land and
including all real and personal property, and air rights associated
with the operation and maintenance of the property, including,
without limitation, all fixtures and improvements and all records,
plans, licenses, developments rights, entitlements, warranties,
governmental permits and allocations, and all other governmental
approvals.

According to Andy S. Kong, Esq., at Arent Fox LLP, in Los Angeles,
California, the Sale Agreement provides for two separate options,
which will be subject to the election of the Trustee in his sole
and absolute discretion, for the purchase of the Property pursuant
to the terms and conditions of the Sale Agreement.

The options are: (1) Should the Trustee elect the Additional
Payment Option, the purchase price of the Property will consist of
a fixed initial payment of $16,000,000, and the Additional Payment,
as that payment is detailed and calculated in the Sale Agreement;
and (2) Should the Trustee elect the Lump Sum Payment Option, then
the purchase price for the Property will consist of a single lump
sum payment of $18,600,000 at the time of Closing.

In connection with the sale, the Trustee seeks authority to assume
and assign contracts identified in Exhibit A, a schedule of which
is available at http://bankrupt.com/misc/HOLYHILLconts0501.pdf

The sale of the property is subject to overbidding in favor of
third parties willing to participate at an auction.

The Chapter 11 Trustee is represented by:

         Aram Ordubegian, Esq.
         Andy S. Kong, Esq.
         ARENT FOX LLP
         One Arizona Center
         555 West Fifth Street, 48th Floor
         Los Angeles, CA 90013-1065
         Tel: (213) 629-7400
         Fax: (213) 629-7401
         E-mail: aram.ordubegian@arentfox.com
                 andy.kong@arentfox.com

                          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.


INTELLIPHARMACEUTICS INT'L: To Accelerate its Rexista Program
-------------------------------------------------------------
Intellipharmaceutics International Inc. announced that the United
States Food and Drug Administration provided the Company with
notification regarding its Investigational New Drug Application
submission for Rexista Oxycodone XR (Abuse Deterrent oxycodone
hydrochloride) extended release tablets.  The notification from the
FDA stated that the Company will not be required to conduct Phase
III studies if bioequivalence to Oxycontin is demonstrated.

The Company had earlier announced, on March 30, 2015, that it had
submitted an IND to the FDA for Rexista Oxycodone XR in
anticipation of the commencement of Phase III clinical trials.  At
the same time the Company had also announced that topline data
results of three definitive Phase I pharmacokinetic clinical trials
(single dose fasting, single dose steady-state fasting, and single
dose fed) all met the bioequivalence criteria when compared to the
existing branded drug Oxycontin.  The Company believes, in light of
these prior results, that it will not be required to conduct Phase
III studies, although no assurance to that effect can be given.

The Company believes the FDA notification is significant as it
provides a basis for an accelerated development plan for its
Rexista Oxycodone XR product candidate, without the need for more
costly and time-consuming Phase III studies.  The Company intends
to file a New Drug Application for Rexista Oxycodone XR (Abuse
Deterrent oxycodone hydrochloride) extended release tablets with
the FDA within the next 6 to 12 months, although no assurance to
this effect can be given.  Further, there can be no assurance that
the FDA will ultimately approve the NDA for sale of Rexista
Oxycodone XR in the U.S. market, or that it will ever be
successfully commercialized.

"We are thrilled with the FDA's positive acknowledgement, which
enables us to accelerate the development and commercialization of
our abuse deterrent Rexista Oxycodone XR product candidate," stated
Dr. Isa Odidi, CEO and co-founder of Intellipharmaceutics. "The
avoidance of a Phase III trial eliminates a significant financial
hurdle.  More importantly, it shortens the development timeline and
potential time to market."

                    About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology,
Intellipharmaceuticshas a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.

Intellipharmaceutics reported a net loss of $3.85 million on $8.76
million of revenues for the year ended Nov. 30, 2014, compared with
a net loss of $11.5 million on $1.52 million of revenues for the
year ended Nov. 30, 2013.

As of Feb. 28, 2015, the Company had $7.31 million in total assets,
$3.13 million in total liabilities, and $4.18 million in
shareholders' equity.

Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Nov. 30, 2014, citing that the Company's recurring losses
from operations and the accumulated deficit cast substantial doubt
about its ability to continue as a going concern.


ITUS CORP: Incurs $2.23 Million Net Loss in Second Quarter
----------------------------------------------------------
ITUS Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $2.23
million on $25,000 of total revenue for the three months ended
April 30, 2015, compared to a net loss of $3.24 million on $1.1
million of total revenue for the same period in 2014.

For the six months ended April 30, 2015, the Company reported net
income of $1.51 million on $9.16 million of total revenue compared
to a net loss of $6.86 million on $1.1 million of total revenue for
the same period last year.

As of April 30, 2015, the Company had $11.1 million in total
assets, $4.14 million in total liabilities and $6.99 million in
total shareholders' equity.

"Based on currently available information as of May 22, 2015, we
believe that our existing cash, cash equivalents, short-term
investments and expected cash flows from patent licensing and
enforcement, and other potential sources of cash flows will be
sufficient to enable us to continue our business activities for at
least 12 months.  However, our projections of future cash needs and
cash flows may differ from actual results.  If current cash on
hand, cash equivalents, short term investments and cash that may be
generated from our business operations are insufficient to satisfy
our liquidity requirements or if we elect to purchase assets or a
business for cash, we may seek to sell equity securities or obtain
loans from various financial institutions where possible.  The sale
of additional equity securities or convertible debt could result in
dilution to our stockholders.  We can give no assurance that we
will generate sufficient cash flows in the future to satisfy our
liquidity requirements or sustain future operations, or that other
sources of funding, such as sales of equity or debt, would be
available, if needed, on favorable terms or at all.  If we cannot
obtain such funding if needed or if we cannot sufficiently reduce
operating expenses, we would need to curtail or cease some or all
of our operations," the Company said in the report.

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

                        http://is.gd/FK9Xp5

                      About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.

Itus Corporation reported a net loss of $9.60 million on $3.66
million of total revenue for the year ended Oct. 31, 2014, compared
to a net loss of $10.08 million on $389,0000 of total revenue for
the year ended Oct. 31, 2013.  The Company also reported a net loss
of $4.25 million for the year ended Oct. 31, 2012, and a net loss
of $7.37 million for the year ended Oct. 31, 2011.


J. CREW: Bank Debt Trades at 9% Off
-----------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 91.50 cents-on-the-
dollar during the week ended Friday, May 22, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.31
percentage points from the previous week, The Journal relates. J.
Crew pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on February 27, 2021, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is one
of the biggest gainers and losers among 278 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


JBS USA: Moody's Rates Proposed $600MM Unsecured Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 senior unsecured rating to
$600 million of proposed senior unsecured guaranteed notes due 2025
being offered by JBS USA, LLC. The rating assignment is subject to
successful completion of the offering and final documentation. The
outlook is stable.

JBS USA intends to use the net proceeds from the notes to make an
intercompany loan to its parent, JBS USA Holdings, Inc., which will
dividend the loan proceeds to ultimate parent, JBS S.A. Moody's
expects that JBS S.A. will use the proceeds to call a portion of
its $900 million 8.25% notes due 2018. This notes offering follows
a senior secured term loan offering launched on May 8th, 2015 in
connection with a proposed refinancing at JBS USA that was canceled
due to unfavorable market conditions. Moody's has withdrawn the Ba1
rating assignment related to the canceled term loan offering.

JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A. (Ba2, stable), which controls JBS USA Holdings
and its wholly-owned subsidiary JBS USA LLC in all material
respects. Thus, Moody's expects any future changes to JBS USA's
ratings to mirror changes to JBS S.A.'s Corporate Family Rating.

JBS S.A's Ba2 ratings incorporate the strength of its global
operations as one of the world's largest protein producers and its
good diversification of protein products, raw material sourcing and
sales, which offset inherent industry risks such as exposures to
protein cycles, animal diseases and trade restrictions. JBS S.A.
has improved its business profile through the expansion of its
global processed food portfolio, including the strong domestic
brands of JBS Foods. This should lead to higher and more stable
margins over time. Partially offsetting these positive attributes
are risk factors such as a weakening domestic economy in Brazil,
and the company's history of aggressive growth via acquisitions.

JBS USA, LLC:

Rating assigned:

  -- Proposed $600 million senior unsecured notes due May 2025 at
     Ba2.

Rating withdrawn:

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

  -- The outlook is stable.

The proposed notes will be guaranteed by JBS S.A., JBS Global
Luxembourg, JBS Holding Luxembourg, Burcher Pty Limited and JBS USA
Holdings. The notes also will be guaranteed by JBS USA's
wholly-owned US restricted subsidiaries, except JBS US Holding LLC,
the holding company for JBS USA's Australia operations.

The notes will rank equally to the existing senior unsecured debt
at JBS USA, LLC, including $700 million 8.25% notes due February
2020, $1,150 million 7.25% notes due June 2021 and $750 million
5.875% notes due July 2024. The notes will be effectively
subordinated to the existing senior secured debt at JBS USA, LLC
including a $492 million senior secured term loan due 2020, a $408
million senior secured term loan B due May 2018, and a $900 million
asset-backed revolving credit facility ($717 million of
availability as of March 31, 2015) expiring August 2019.

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

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


KEMET CORP: Incurs $14.1 Million Net Loss in Fiscal 2015
--------------------------------------------------------
KEMET Corporation filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $14.1
million on $823 million of net sales for the year ended March 31,
2015, compared to a net loss of $68.5 million on $834 million of
net sales for the year ended March 31, 2014.  The Company incurred
a net loss of $82.2 million for the year ended March 31, 2013.

As of March 31, 2015, the Company had $753 million in total assets,
$588 million in total liabilities, and $165 million in total
stockholders' equity.

"Uncertainty in the global financial and credit markets could
impact our ability to implement new financial arrangements or to
modify our existing financial arrangements.  An inability to obtain
new financing or to further modify existing financing could
adversely impact the execution of our restructuring plans and delay
the realization of the expected cost reductions.  Our ability to
generate adequate liquidity will depend on our ability to execute
our operating plans and to manage costs in light of developing
economic conditions.  An unanticipated decrease in sales, or other
factors that would cause the actual outcome of our plans to differ
from expectations, could create a shortfall in cash available to
fund our liquidity needs.  Being unable to access new capital,
experiencing a shortfall in cash from operations to fund our
liquidity needs and the failure to implement an initiative to
offset the shortfall in cash would likely have a material adverse
effect on our business," the Company states in the report.

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

                        http://is.gd/y99iM0

                            About KEMET

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

                           *     *     *

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

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

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


LAWNDALE GROUP: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: John David Ayres

Chapter 15 Debtor: Lawndale Group S.A.
                   Vanterpool Plaza
                   P.O. Box 873 Wickhams Cay 1
                   Road Town, Tortola

Chapter 15 Case No.: 15-11352

Type of Business: Oil Trading Business

Chapter 15 Petition Date: May 22, 2015

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

Chapter 15 Petitioner's Counsel: James H. Power, Esq.
                                 Michael J. Frevola, Esq.
                                 Arthur E. Rosenberg, Esq.
                                 Warren E. Gluck, Esq.
                                 Sean P. Barry, Esq.
                                 HOLLAND & KNIGHT, LLP
                                 31 West 52nd Street
                                 New York, NY 10019
                                 Tel: (212) 513-3200
                                 Fax: (212) 385-9010
                                 Email: james.power@hklaw.com
                                        michael.frevola@hklaw.com
                                        arthur.rosenberg@hklaw.com
                                        warren.gluck@hklaw.com
                                        sean.barry@hklaw.com

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

Estimated Liabilities: $10 million to $50 million

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

               http://bankrupt.com/misc/nysb15-11352.pdf


LEO MOTORS: Incurs $595,000 Net Loss in First Quarter
-----------------------------------------------------
Leo Motors, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $595,000
on $42,800 of revenues for the three months ended
March 31, 2015, compared to a net loss of $1.26 million on $0 of
revenues for the same period in 2014.

As of March 31, 2015, the Company had $5.77 million in total
assets, $4.87 million in total liabilities and $904,500 in total
equity.

"Significant losses from operations have been incurred since
inception and there is an accumulated deficit of $(21,856,019) as
of March 31, 2015.  Continuation as a going concern is dependent
upon attaining capital to achieve profitable operations while
maintaining current fixed expense levels," the Company said.

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

                       http://is.gd/w9BQCa

                         About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

Leo Motors incurred a net loss of $4.5 million on $693,000 of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $1.24 million on $0 of revenues for the year ended Dec. 31,
2013.

John Scrudato CPA, in Califon, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred
significant accumulated deficits, recurring operating losses and a
negative working capital.  This and other factors raise substantial
doubt about the Company's ability to continue as a going concern.


LEVEL 3: Stockholders Elect 11 Directors
----------------------------------------
Level 3 Communications, Inc., held its 2015 annual meeting of
stockholders on May 21, 2015, at which the stockholders:

   (1) elected Jeff K. Storey, Kevin P. Chilton, Steven T. Clontz,
       James O. Ellis, Jr., Irene M. Esteves, Michael Glenn,
       Spencer B. Hays, Michael J. Mahoney, Kevin W. Mooney,
       Peter Seah Lim Huat and Peter van Oppen to the Board of
       Directors to hold office until the annual meeting of
       stockholders in 2016 or until his or her successor is
       elected and qualified;

   (2) approved the Company's Stock Incentive Plan;

   (3) ratified the extension of the Company's Rights Agreement
       that is designed to protect the Company's U.S. net
       operating loss carryforwards from limitations pursuant to
       Section 382 under the U.S. Internal Revenue Code of 1986,
       as amended;

   (4) approved the named executive officer compensation, which
       vote is on an advisory basis; and

    (5) did not approve a stockholder proposal regarding proxy
        access.

Effective May 21, 2015, the Board determined that only two
non-employee members of the Board are required to serve on the
Classified Business and Security Committee.  As a result, the
members of this committee are now: Kevin P. Chilton (chair); James
O. Ellis, Jr. and Jeff K. Storey.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

For the year ended Dec. 31, 2014, the Company reported net income
of $314 million on $6.77 billion of revenue compared to a net loss
of $109 million on $6.31 billion of revenue during the prior year.

As of March 31, 2015, the Company had $21.3 billion in total
assets, $14.58 billion in total liabilities and $6.71 billion in
total stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'.  "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.

As reported by the TCR on Oct. 31, 2014, Moody's Investors Service
upgraded Level 3's corporate family rating (CFR) to 'B2' from
'B3'.

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.


LIFE PARTNERS: Units Seek Joint Administration with Parent Case
---------------------------------------------------------------
Two months after being appointed as Chapter 11 trustee for Life
Partners Holdings, Inc., H. Thomas Moran II submitted Chapter 11
bankruptcy petitions for two LPHI subsidiaries, Life Partners Inc.
and LPI Financial Services, Inc.  The Subsidiary Debtors
immediately filed an emergency motion for joint administration of
their Chapter 11 cases with the LPHI case.

Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.

The Trustee notes that the rights of the respective creditors of
each of the estates will not be prejudiced by the joint
administration of the Cases because the relief sought is procedural
in nature and is not intended to affect substantive rights

                        Life Partners Inc.

According to the Trustee, LPI was formed to engage in the secondary
market for life insurance policies known generally as "life
settlements," involving the purchase of previously issued life
insurance policies upon individuals (the "insureds").  LPHI is the
parent company, by virtue of being the 100% stock owner, of LPI.

From its inception in 1991 to the early 2000s, Life Partners dealt
exclusively in the purchase and administration of life insurance
policies held by persons who were thought to be terminally ill.
Those types of life settlements are referred to as "viaticals" in
the industry.  Over time, Life Partners transitioned into the
purchase and administration of life insurance policies for which
the insured is over the age of 65 (sometimes referred to as
"senior" life settlements).  In either instance (viaticals or
senior life settlements), the existing policyholder would sell the
policy to LPI and receive an immediate cash payment.

To build its portfolio of life insurance policies (the "Policy
Portfolio"), LPI was generally contacted by holders of policies, or
their representatives, to sell their policies.  LPI would then
solicit money from investors (the "Investors") to fund its purchase
of the policy.  In a life settlement transaction, the estimate of
an Insured's life expectancy ("LE") is a critical factor in
determining the purchase price that investors are willing to pay.

Once the purchase was completed, LPI recorded its ownership of the
policy with the insurance company and would then designate an
"escrow" company as the record beneficiary.

LPI purchased many types of life insurance policies, including
group, term, universal life, and whole life.  As of the Subsidiary
Petition Date, LPI is or was the record owner of approximately
3,600 life insurance policies with an aggregate face value in
excess of $2.4 billion.  Since the Trustee's appointment, Life
Partners has not purchased any new life insurance policies.

Following LPI's purchase of a life insurance policy and related
sale of investment contracts to its Investors, LPI is responsible
for policy servicing and portfolio management, which now comprises
the focus of Life Partners' business operation.  Policy servicing
and portfolio management includes all of the activities required to
keep the Policies in force through maturity and receipt of their
proceeds, including but not limited to: (a) maintaining policy
files (and related Investor files, as applicable); (b) tracking
(and optimizing) premium payments; (c) tracking the insured
individuals; and (d) obtaining proof of death and submitting claims
for payment of death benefits under the Policies.  This also
includes determining the frequency and amount of premiums to pay
the insurance companies in order to keep each policy in force.
Historically, LPI has instructed so-called escrow agents to pay
premiums in amounts and frequency LPI directed.

Prior to the Subsidiary Petition Date, LPI and its licensees also
facilitated "resale" transactions (on which they collected
additional fees) and, several years ago, LPI began to operate an
online trading platform it called the "LP Market."  Shortly after
his appointment, the Trustee closed that market out of concern,
among other things, that it involved the sale of unlicensed
"securities."

                      Trustee's Investigation

Immediately upon his appointment, the Chapter 11 Trustee began to
discharge his fiduciary duties, including launching an
investigation into the business practices of Life Partners (which
investigation is ongoing).  In the in the matter of SEC v. Life
Partners Holdings, Inc., et al., pending in the federal district
court for the Western District of Texas, Case No. 12-cv-00033-JRN
(the "SEC Action"), the District Court found, among other things,
that ". . . Defendants knowingly -- or at least recklessly --
violated securities laws of this nation."

The Trustee's investigation has included an analysis of the Life
Partners business enterprise, and prior business practices, with a
particular emphasis on investigating the allegations that resulted
in the judgment entered in the SEC Action and led to his
appointment.

As a result of his investigation to date, the Trustee concluded
that Life Partners devised and executed a wide-ranging scheme to
defraud its Investors.  The fraud, which took place over the course
of a number of years, occurred in a number of ways, including, but
not limited to:

    * Use of artificially shortened life expectancies in the sale
of its so-called "fractional investments";

    * Material misrepresentation of the returns Investors could
expect;

    * Misrepresentations regarding whether policies had lapsed and
resale of lapsed interests;

    * Use of so-called "escrow companies," including one with the
word "trust" in its name, as instrumentalities of, and cover for,
the fraudulent scheme;

    * Charging massive, undisclosed fees and commissions, the total
amount of which, in many cases, exceeded the purchase price of the
policies themselves;

    * Repeated misrepresentation of Life Partners' business
practices in order to maneuver around securities regulatory
regimes;

    * Egregious and continuous self dealing by insiders;

    * Failure to disclose CSV;

    * Forcing Investors to abandon Contract Positions, many of
which were then resold for personal gain;

    * Systematic financial mismanagement, including improper
payment of dividends;

    * Faulty and inconsistent record keeping, including with
respect to the purported "escrow" companies and "trusts";

    * Commingling and unauthorized use of Investor monies;

    * The offer and sale of unregistered securities; and

    * Implying the investment structure was a permissible
investment for an IRA, and failing to disclose the risks if it was
not.

                       About Life Partners

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

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

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

J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as
counsel to the Debtor.  The official committee of unsecured
creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C.,
as counsel.

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

At the behest of the U.S. Securities and Exchange Commission, the
U.S. Trustee, and the Creditors Committee, the Court ordered the
appointment of a Chapter 11 trustee.  On March 13, 2015, H. Thomas
Moran II was appointed as Chapter 11 trustee in LPHI's case.

The Chapter 11 Trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000

The Trustee is represented by:

         THOMPSON & KNIGHT LLP
         David M. Bennett, Esq.
         Richard B. Roper, Esq.
         Katharine Battaia Clark, Esq.
         1722 Routh Street, Suite 1500
         Dallas, TX 75201
         Telephone: 214-969-1700
         Facsimile: 214-969-1751
         E-mail: David.Bennett@tklaw.com
                 Richard.Roper@tklaw.com
                 Katie.Clark@tklaw.com


LLRIG TWO: Sells Condominium Lot to Filley Trust for $57,000
------------------------------------------------------------
LLRIG TWO, LLC, sought and obtained authority from Judge Brian D.
Lynch of the U.S. Bankruptcy Court for the Western District of
Washington to sell the Lost Lake Resort condominium lot in located
at 1546 Reservation Road SE, Unit 251, in Olympia, Washington, to
the Filley Family Living Trust, for the sum of $57,000.

The sale is free and clear of all liens attaching to the proceeds
of the sale for later determination and payment.  All net sale
proceeds after closing costs will be held

The Debtor is represented by:

         William L. Beecher, Esq.
         LAW OFFICES of BEECHER & CONNIFF
         1703-C Dock Street
         Tacoma, WA 98402
         Tel: (253) 627-0132
         Fax: (253) 572-3427

                          About LLRIG Two

Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, is the business of managing,
renting, and selling recreational lots on real estate which it
owns
known as Lost Lake Resort in Olympia, Washington.  The resort
property consists of in excess of 250 recreational lots on 85
acres
of property and an adjoining, partially developed, 56 acre parcel,
in addition to roads and infrastructure improvements to the common
areas of the property.

LLRIG Two sought protection under Chapter 11 of the Bankruptcy
Code
(Bankr. W.D. Wash. Case No. 14-45610) on Oct. 20, 2014.  The case
is assigned to Judge Brian D. Lynch.

The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.

The Debtor disclosed total assets of $10.32 million and total
liabilities of $5.47 million in its schedules.


LLRIG TWO: Settles Property Disputes with Wilsons
-------------------------------------------------
LLRIG Two, LLC, sought and obtained approval from Judge Brian D.
Lynch of the U.S. Bankruptcy Court for the Western District Court
of Washington of a settlement with the plaintiffs in a litigation
pending in Pierce County Superior Court #14-2-06976-1.

William L. Beecher, Esq., at Law Offices of Beecher & Conniff, in
Tacoma, Washington, relates that four selling members of LLRIG sued
Lee and Lori Wilson, the fifth member, for breach of contract
relating to failure to pay for the purchase of the equity interests
of the sellers, and for breaches against Wilsons relating to
conveyances, attempted foreclosure, and improper subdivision of the
property commonly known as that portion of Lost Lake Resort
"undeveloped" property, which is now part of the Debtor's estate.

Trial of the matters involving the Wilsons and LLRIG was scheduled
to start on March 31, 2015.  On the eve of trial, the Wilsons,
LLRIG, and RV Resort Management, LLC, entered into a settlement
agreement, the gist of which is that control of the entity which
owns the Wilson Note and Deed of Trust has been restored to the
four selling members who now have a controlling interest in LLRIG
and its properties, including the Wilson Note and Deed of Trust.

The agreement, according to Mr. Beecher, essentially "unwinds"
actions which took place following the alleged breach of contract
and restores the ownership interests in LLRIG back to the position
the parties were in September 2010.

Mr. Beecher asserts that by the settlement the risk of losing the
"undeveloped" Lost Lake Resort property is now minimized or avoided
and the Debtor can move forward with its reorganization case
without the uncertainty that the undeveloped property will be lost
or that the Wilson interests will impede the confirmation process.
The agreement also limits the issues that will be tried in Thurston
County Superior Court case # 13-2-01982-2 where the Debtor is suing
to recover the Sterling Note and Deed of Trust that had been
allegedly wrongfully assigned to entities controlled by Wilson.

The Debtor is represented by:

         William L. Beecher, Esq.
         LAW OFFICES OF BEECHER & CONNIFF
         1703-C Dock Street
         Tacoma, WA 98402
         Tel: (253) 627-0132
         Fax: (253) 572-3427

                          About LLRIG Two

Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, is the business of managing,
renting, and selling recreational lots on real estate which it
owns
known as Lost Lake Resort in Olympia, Washington.  The resort
property consists of in excess of 250 recreational lots on 85
acres
of property and an adjoining, partially developed, 56 acre parcel,
in addition to roads and infrastructure improvements to the common
areas of the property.

LLRIG Two sought protection under Chapter 11 of the Bankruptcy
Code
(Bankr. W.D. Wash. Case No. 14-45610) on Oct. 20, 2014.  The case
is assigned to Judge Brian D. Lynch.

The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.

The Debtor disclosed total assets of $10.32 million and total
liabilities of $5.47 million in its schedules.

                      *     *     *

LLRIG Two, LLC, owner of the Lost Lake Resort in Olympia,
Washington, on May 27, 2015 at 9:00 a.m. is slated to seek
confirmation of a Chapter 11 plan that promises to pay off
creditors from the sale of recreational lots.

The Debtor on April 27 won approval of the Disclosure Statement
explaining the terms of the Plan.  Judge Brian D. Lynch set May 22
as the last day for filing written acceptances or rejections of
the
Plan, and the last day for filing and serving written objections
to
confirmation of the Plan.


LONESTAR GEOPHYSICAL: Section 341 Meeting Scheduled for June 22
---------------------------------------------------------------
There will be a meeting of creditors in the bankruptcy case of
Lonestar Geophysical Surveys, LLC on June 22, 2015, at 2:00 p.m. at
1st Floor, room 113, 215 Dean A. McGee Avenue, Oklahoma City,
Oklahoma.

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

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

Lonestar Geophysical Surveys, LLC, which acquires seismic data and
provides services and products to the oil and gas industry, sought
bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) in
Oklahoma City on May 18, 2015.

The Debtor tapped Ross A. Plourde, Esq., at McAfee & Taft, as
counsel.

Judge Hon. Sarah A. Hall is assigned to the case.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Sept. 15, 2015.  Governmental proofs
of claim are due Nov. 16, 2015.


LPATH INC: Reports Results for iSONEPTM in Wet AMD Patients
-----------------------------------------------------------
Lpath, Inc., announced that its multicenter, Phase 2 "Nexus"
clinical trial evaluating iSONEP in patients with wet age-related
macular degeneration (wet AMD) did not meet its primary or key
secondary endpoints.  Wet AMD patients who had not responded
adequately to existing anti-vascular endothelial growth factor
(VEGF) therapies including Lucentis, Avastin and Eylea did not show
any statistically significant improvement in visual acuity when
treated with iSONEP as an adjunctive or monotherapy.

Nexus is a prospective, randomized, double-masked, positive
control, Phase 2 clinical trial conducted in the U.S. that enrolled
158 patients with wet AMD.  All enrolled patients had been
subresponsive to treatment with anti-VEGF drugs, and had received
at least three previous injections of an anti-VEGF drug. Nexus
study patients each received four intravitreal injections over the
90 day dosing period.  There were approximately 39 patients in each
of the four treatment arms.  The pre-specified primary endpoint of
the study was mean change in best corrected visual acuity (BCVA) by
Early Treatment Diabetic Retinopathy Study (ETDRS) from Day 0 to
Day 120.  At day 120, patients who received intravitreal injections
of (i) 4.0 mg iSONEP alone lost a mean of 3.17 letters on the
ETDRS, (ii) a combination of 0.5 mg iSONEP and anti-VEGF therapy
gained a mean of 4.22 letters, (iii) a combination of 4.0 mg iSONEP
and anti-VEGF therapy gained a mean of 3.63 letters, and (iv) an
anti-VEGF therapy alone gained a mean of 4.34 letters.

BCVA and anatomical endpoints were collected throughout the
nine-month period.  The data collected suggests that in this study
iSONEP was safe and well tolerated across all dose levels when
administered alone or in combination with anti-VEGF therapy.  Of
the 158 patients randomized in the study, 11 patients continue to
be evaluated, with completion of follow up at month nine for all
patients expected in September 2015.

"This trial was designed to evaluate the activity of iSONEP in wet
AMD patients that had previously received at least three prior
injections of an anti-VEGF agent and had not responded well.  While
the primary endpoint of the trial was not met, we will be
conducting a complete analysis of the data, including additional
anatomical endpoints, to better understand the results from each
arm of the trial," stated Dario Paggiarino, M.D., Lpath's senior
vice president and chief development officer.

Full study results will be presented during the Retina Subspecialty
Days in conjunction with the American Academy of Ophthalmology in
Las Vegas, Nevada in November 2015.

                          About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $16.6 million in 2014, a net loss of
$6.56 million in 2013 and a net loss of $2.75 million in 2012.

As of March 31, 2015, the Company had $17.1 million in total
assets, $3.76 million in total liabilities and $13.3 million in
total stockholders' equity.


LPATH INC: To Undergo Corporate Restructuring
---------------------------------------------
Lpath disclosed in a Form 8-K filed with the Securities and
Exchange Commission it will restructure its workforce and conduct a
strategic evaluation of its research and development programs in
order to conserve working capital and focus its resources on those
programs deemed most likely to create value in the near term.  The
Company expects that the reduction in workforce together with
planned reductions or delays in other expenditures will decrease
annualized cash expenditures significantly.  With these planned
spending reductions, Lpath estimates that its available cash and
committed funding should be sufficient to fund the Company's drug
discovery and development activities through June 30, 2016.

In addition to iSONEP, Lpath has three drug candidates in its
pipeline.  The status and plans for these drug candidates are
summarized as follows: Lpath completed a Phase 2a clinical trial of
ASONEP in renal cell carcinoma.  While that study did not meet its
primary endpoint, there were encouraging signals of activity, and
Lpath is currently exploring additional indications for ASONEP.
Lpathomab is an anti-LPA antibody that is ready to begin a Phase 1
clinical study for neuropathic pain upon clearance from the FDA.
Altepan is an anti-leukotriene antibody that is being studied in
models of inflammatory bowel disease, respiratory disease and
inflammation. Lpath is also applying its proprietary technology to
other bioactive lipid targets to create additional novel
bioactive-lipid-oriented product candidates for the company's
pipeline.

                            About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $16.6 million in 2014, a net loss of
$6.56 million in 2013 and a net loss of $2.75 million in 2012.

As of March 31, 2015, the Company had $17.1 million in total
assets, $3.76 million in total liabilities and $13.3 million in
total stockholders' equity.


MCJUNKIN RED: S&P Affirms 'B+' CCR, Outlook Remains Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on McJunkin Red Man Corp.  The outlook
remains stable.  At the same time, S&P revised its recovery rating
on the company's senior secured term loan to '3' from '4',
indicating S&P's expectation of meaningful (higher half of the 50%
to 70% range) recovery in the event of payment default.  The
issue-level rating on the term loan remains unchanged at 'B+'.

"The stable rating outlook reflects our expectation that the
company's large presence in the North American energy market and
expanding international presence will generate enough cash flow to
support, on a sustained basis, debt to EBITDA of between 4x and 5x
debt and FFO to debt of 12% to 20%," said Standard & Poor's credit
analyst Patricia Mendonca.

S&P could lower the rating if a recovery in the domestic energy
market does not materialize in 2015 and the outlook for 2016 does
not improve as expected, leading to a significant and sustained
decline in operating performance.  This could result in continued
weak credit measures and a meaningful deterioration of liquidity.
S&P could also lower the rating if McJunkin made a large,
debt-financed acquisition that resulted in leverage measures
becoming highly leveraged and elevating debt to EBITDA on a
sustained basis to more than 5x and lowering FFO to debt to less
than 12%.

An upgrade is unlikely over the next 12 months given S&P's view
that the company's business risk profile is constrained by its
dependence on domestic energy markets, the competitive nature of
the distribution industry, and the expected curtailed spending in
the oil and gas upstream sector.



MEDICAL ALARM: Incurs $221K Net Loss in Fiscal Q3
-------------------------------------------------
Medical Alarm Concepts Holdings, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $221,000 on $280,000 of revenue for the three months
ended March 31, 2015, compared to a net loss of $48,500 on $247,000
of revenue for the same period in 2014.

For the nine months ended March 31, 2015, the Company reported a
net loss of $398,000 on $792,000 of revenue compared to net income
of $223,000 on $768,000 of revenue for the same period last year.

As of March 31, 2015, the Company had $1.22 million in total
assets, $3.58 million in total liabilities and a $2.36 million
total stockholders' deficit.

As of March 31, 2015, and June 30, 2014, the Company had $2,450 and
$7,670 in cash, respectively.

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

                        http://is.gd/jiQLW1

                       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.


METALICO INC: Incurs $10.9 Million Net Loss in First Quarter
------------------------------------------------------------
Metalico, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $10.9 million on $75.9 million of
revenue for the three months ended March 31, 2015, compared to a
net loss attributable to the Company of $3.91 million on $119
million of revenue for the same period last year.

As of March 31, 2015, the Company had $191 million in total assets,
$83.1 million in total liabilities and $108 million in total
stockholders' equity.

"Due to the significant decline in metal commodity prices in the
first quarter of 2015, we were unable to meet our maximum Leverage
Ratio covenant for the quarter ended March 31, 2015 and we are in
default," the Company states in the report.

Commenting on the results, Carlos E. Aguero, Metalico's president
and chief executive officer, said, "Bad winter weather and the
large drop in ferrous pricing, coupled with weak inflows and poor
mill demand, combined into a perfect storm adversely impacting
results."

He continued, "The market is finding stability and flows into yards
are gradually increasing, but it will continue to be a very
challenging year for the Company and our industry."

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

                      http://is.gd/wRZpQm

                         About Metalico

Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products.  The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.

Metalico reported a net loss attributable to the Company of $44.4
million on $476 million of revenue for the year ended Dec. 31,
2014, compared with a net loss attributable to the Company of $34.8
million on $457 million of revenue for the year ended
Dec. 31, 2013.

CohnReznick LLP, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company anticipates that it
will not meet the maximum Leverage Ratio covenant as prescribed by
the Financing Agreement for the quarter ended March 31, 2015, and
there can be no assurance that the Company can resolve any
noncompliance with their lenders.  As a result, the Company's debt
could be declared immediately due and payable which would result in
the Company having insufficient liquidity to pay its debt
obligations and operate its business.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MIDSTATES PETROLEUM: Completes Liquidity Enhancing Transaction
--------------------------------------------------------------
Midstates Petroleum Company, Inc., has completed a series of
transactions that substantially increase its liquidity to
approximately $420 million.

The Company completed a private offering of Senior Secured Second
Lien Notes at par with an aggregate principal amount of $625
million and an annual interest rate of 10%.  A portion of the net
proceeds were used to fully repay borrowings under the Company's
revolving credit facility, with the remainder held in cash for
general corporate purposes.

Concurrently with the offering of Second Lien Notes, the Company
exchanged approximately $279.8 million of its 10.75% Senior
Unsecured Notes due 2020 and approximately $350.3 million of its
9.25% Senior Unsecured Notes due 2021 for new Third Lien Senior
Secured Notes in an aggregate principal amount of $504.1 million,
representing an exchange at 80% of par value.  The Third Lien Notes
will pay cash interest of 10% and pay-in-kind interest of 2%, per
annum.

The Company also amended its revolving credit facility to provide
additional covenant flexibility and allow for the Second Lien Notes
issuance and exchange transactions. Upon completion of the
transaction, the Company's borrowing base under its revolving
credit facility was reduced to $253 million.  The next borrowing
base redetermination is scheduled for October 2015.

Jake Brace, Midstates' president and CEO commented, "We are very
pleased to announce the successful completion of this transaction
which gives Midstates a significant boost to liquidity and enables
us to continue to exploit our premier Mississippian Lime asset.  We
evaluated multiple alternatives and concluded that this
comprehensive transaction was the best option for all stakeholders,
and will provide the Company a substantial runway to prosper in a
variety of commodity price environments."

Mr. Brace continued, "Entering 2015, our immediate focus was on
delivering operational excellence and strengthening our liquidity
and balance sheet.  We have been and are continuing to execute on
our strategy of exercising capital discipline and maximizing
returns.  Our outstanding operational performance to date in 2015,
coupled with the flexibility this transaction provides, better
positions us to maximize the value of our asset base for all our
stakeholders."

Evercore Group LLC acted as financial advisor and Kirkland & Ellis
LLP provided legal advice for these transactions.

The Second Lien Notes and Third Lien Notes were not registered
under the Securities Act, or any state securities laws, and may not
be offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from the registration
requirements.  The Notes were offered only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and to other accredited investors or exempt
purchasers, as applicable.

Additional information is available for free at:

                       http://is.gd/Ja6AUT

                 About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

Midstates reported net income of $117 million on $794 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $344 million on $470 million of total revenues for the year
ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $2.47 billion in total assets,
$2 billion in total liabilities and $466 million in total
stockholders' equity.

The Company's independent auditor, Deloittee & Touche LLP, in
Houston, Texas, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that Midstates' projected debt covenant violation and
resulting lack of liquidity raise substantial doubt about its
ability to continue as a going concern.

                             *    *    *

Midstates Petroleum carries a 'B' corporate credit rating from
Standard & Poor's Ratings Services.

As reported by the TCR on April 8, 2013, Moody's Investors Service
affirmed Midstates Petroleum's 'B3' Corporate Family Rating.


MINT LEASING: Reports $894,000 Net Loss in First Quarter
--------------------------------------------------------
The Mint Leasing, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $894,000 on $1.66 million of total revenues for the three months
ended March 31, 2015, compared to a net loss of $80,800 on $1.91
million of total revenues for the same period in 2014.

As of March 31, 2015, the Company had $14.3 million in total
assets, $13.2 million in total liabilities and $1.08 million in
total stockholders' equity.

"We believe that the Company has adequate cash flow being generated
from its investment in sales-type leases and inventories to meet
its financial obligations to its lenders in an orderly manner,
provided we are able to continue to renew or refinance the current
credit facilities and the outstanding balances are amortized over a
four to five year period.  The Company has historically been able
to negotiate such renewals with its lenders.  However, there is no
assurance that the Company will be able to negotiate such renewals
in the future on terms that will be acceptable to the Company.

"We continue to explore opportunities to increase the Company's
capital base through the sale of additional common or preferred
stock and/or the issuance of debt.  The sale in the future of
additional equity or convertible debt securities, if accomplished,
may result in dilution to our then shareholders.  We provide no
assurance that such financing will be available to the Company in
amounts or on terms acceptable to us, or at all," the Company said
in the report.

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

                       http://is.gd/1spz8g

                        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.


MOUNTAIN PROVINCE: To Seek OK of 5 Proposals at Annual Meeting
--------------------------------------------------------------
An annual general & special meeting of the shareholders of Mountain
Province Diamonds Inc. will be held at Terminal City Club, 837
Hastings Street West, Vancouver, British Columbia V6C 1B6, on
Tuesday June 16, 2015, at 2:00 p.m. (Vancouver time) for the
following purposes:

   (a) to receive and consider the consolidated audited financial
       statements of Mountain Province for the year ended Dec. 31,
       2014, together with the report of the auditors;

   (b) to fix the number of directors at six;

   (c) to elect directors for the ensuing year;

   (d) to re-appoint the auditors of Mountain Province and to
       authorize the directors of Mountain Province to fix the
       auditors' remuneration;

   (e) to consider and, if thought advisable, to re-approve by
       ordinary resolution the Mountain Province Stock Option
       Plan;

   (f) to consider, and if thought fit, to approve an ordinary
       resolution passed by a majority of disinterested
       shareholders authorizing the payment of a Standby Guarantee

       Fee to Mr. Dermot Desmond in common shares of Mountain
       Province; and

   (g) to transact other business as may properly be brought
       before the Meeting or any adjournment thereof.

                   About Mountain Province Diamonds

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

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

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


MURRAY HOLDINGS: Chapter 15 Recognition Hearing Set for June 24
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York scheduled a hearing for June 24, 2015, at 2:00
p.m. (ET) in One Bowling Green, Courtroom 501 in New York, to
consider the Chapter 15 petition of Murray Holdings Limited,
formerly known as Isis Investments Limited, and the request for
recognition of Murray's Scheme of Arrangement pursuant to Section
152 of the Isle of Man Companies Act 1931.  Objections, if any, are
due June 9, 2015, at 4:00 p.m. (ET).

As reported by the Troubled Company Reporter on May 13, 2015, the
Company is an investment entity with no operations or employees of
its own. It holds cash and equity assets.  The Company has
significant assets in the United States, in the form of shares of
Spirit Realty Capital, Inc., which shares trade on the New York
Stock Exchange under the symbol SRC.

Murray Holdings is estimated to have US$100 million to US$500
million in assets and debt

This Chapter 15 Case is the final step in a multi-jurisdictional
restructuring process which resolves litigation and claims arising
out of a series of high value, substantial transactions entered
into by the Company during the period from late 2005 until late
2007.  The hallmark of both of the Isle of Man Scheme and a
separate, but materially identical, scheme of arrangement in
England and Wales pursuant to Part 26 of the English Companies Act
2006 is to compromise and resolve the bulk of the proceedings and
the litigation claims, while other proceedings and claims will be
left unresolved to continue in post-scheme litigation.

The Chapter 15 petition was filed in Manhattan on May 11, 2015
(Bankr. S.D.N.Y. Case No. 15-11231).  The document was signed by
Arnaldur Jon Gunnarsson and Arnar Scheving Thorsteinsson, in their
capacities as the nominated directors of Murray Holdings in
connection with the Company's Scheme of Arrangement pursuant to
section 152 of the Isle of Man Companies Act 1931 and the
proceeding before the High Court of Justice of the Isle of Man.

Danielle Eva Perlman, Esq., at Sidley Austin LLP, serves as counsel
in the U.S. case.

                     The Company's Liquidation

On March 8, 2010, Andrew Paul Shimmin was appointed as liquidator
provisional of the Company by the Isle of Man Court pursuant to an
application filed by Kaupthing hf., a company incorporated in
Iceland, and the ultimate parent of the Company.  On March 29,
2010, the Company was wound up by the Isle of Man Court and an
order was made appointing Shimmin as liquidator.

On Nov. 18, 2014, the Company commenced solicitation of votes for
or against sanctioning the Isle of Man Scheme.  On Dec. 22, 2014,
the Isle of Man Court held a hearing to consider sanctioning the
Isle of Man Scheme.  On the same day, the Isle of Man Court entered
the Isle of Man Sanction Order.  The "Effective Date" occurred on
Dec. 23, 2014.

Arnaldur Jon Gunnarsson and Arnar Scheving Thorsteinsson were
appointed as Nominated Directors by written resolution of Kirna
ehf. dated March 19, 2015.  Also pursuant to the Kirna Resolution,
on March 19, 2015, the Company, which was formerly named Isis
Investments Limited (in liquidation), legally changed its name to
Murray Holdings Limited.  The appointment of the Nominated
Directors and the name change took effect at midnight on March 31,
2015 pursuant to an order made on March 26, 2015, by the Isle of
Man Court.

On May 11, 2015, the Nominated Directors, as Foreign
Representatives, commenced the Chapter 15 case in the U.S. to seek
recognition of the Isle of Man Scheme Proceeding as a foreign main
proceeding.

A copy of the Nominated Directors' verified petition for
recognition of the Isle of Man proceeding is available for free at
http://bankrupt.com/misc/Murray_H_Recog_Petition.pdf


NATIONAL VISION: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all National Vision, Inc.'s
ratings, including the B3 Corporate Family Rating, following the
company's announcement that it plans to fund an approximately $145
million dividend distribution with proceeds from a proposed $150
million add-on first lien term loan. The outlook is stable.

The affirmation reflects Moody's view that despite the 1 time
increase in leverage, the company's pro-forma credit metrics,
adequate liquidity profile and solid performance since the 2014
leveraged buyout by Kohlberg Kravis Roberts & Co. L.P. remain
supportive of the B3 CFR. The company generated over 7% same-store
sales growth in 2014 and over 8% in Q1 2015, driven by stronger
demand from its target low income demographic as a result of lower
gas prices and better employment conditions. Pro-forma the
transaction, Moody's estimates LTM April 2015 debt/EBITDA in the
low-8 times range (excluding adjustments for items such as deferred
revenue, unearned revenue, stock compensation and sponsor fees) and
EBITA/interest expense in the low-1 times.

The following ratings for National Vision, Inc. were affirmed:

  -- Corporate Family Rating, affirmed at B3

  -- Probability of Default Rating, affirmed at B3-PD

  -- $75 million first lien senior secured revolving credit
     facility due 2019 at B2 (LGD3)

  -- $500 million ($650 million pro-forma) first lien senior
     secured term loan due 2021 at B2 (LGD3)

  -- $125 million second lien senior secured term loan due 2022
     at Caa2 (LGD5)

  -- Stable outlook

The ratings are subject to the completion of the transaction and
Moody's review of final documentation.

The B3 Corporate Family Rating reflects National Vision's high debt
levels following the LBO and proposed debt-financed dividend
distribution, small scale compared to other rated retailers,
customer concentration with Wal-Mart, and the high degree of
competition in the optical retail segment. At the same time, the
rating considers the stable growth of the optical industry,
National Vision's effective execution of its low-cost business
model, and track record of consistent positive same store sales
growth. The rating also incorporates the company's adequate
liquidity profile, including Moody's expectations of negative to
breakeven free cash flow generation after significant growth
capital expenditures but good revolver availability.

The stable outlook reflects Moody's expectation that National
Vision will generate steady revenue and earnings growth while
maintaining adequate liquidity.

Ratings could be downgraded if operating performance weakens,
resulting in EBITA/interest expense sustained below 1.0 time, or if
liquidity significantly deteriorates for any reason.

The ratings could be upgraded if sustained earnings growth leads to
a material improvement in credit metrics, such that debt/EBITDA is
maintained below 6.5 times and EBITA/interest expense is sustained
above 1.25 times. An upgrade would also require the company to
improve its liquidity profile and demonstrate a commitment to
deleveraging, including debt repayment.

National Vision, Inc. ("National Vision"), headquartered in Duluth,
GA, is a U.S. optical retailer with a focus on low price point
eyeglasses and contacts. The company operates about 832 stores,
including its own retail chains of America's Best Contacts and
Eyeglasses ("ABC", about 400 locations) and Eyeglass World ("EGW",
about 80 locations), as well as locations at host stores, including
Wal-Mart, Fred Meyer and on military bases. The company also sells
contact lenses online. Private equity firm Kohlberg Kravis Roberts
& Co. L.P. owns a majority stake in National Vision since the March
2014 buyout from previous sponsor Berkshire Partners. Revenues for
the twelve months ended April 4, 2015 were approximately $962
million.

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.


NATROL INC: Citi Balks at Initial Distribution to Equity Holder
---------------------------------------------------------------
Citibank, N.A., London Branch, as trustee under that certain trust
deed dated Oct. 22, 2007, by and between the Indenture Trustee and
Plethico Pharmaceuticals Limited, by and through its undersigned
counsel filed an objection to equity holders' motion for entry of a
court order approving an initial distribution to the equity holder
for payment of their professionals in the Chapter 11 bankruptcy
case if Leaf123, Inc., fka Natrol, Inc., et al.

The Indenture Trustee said in the objection filed on May 4, 2015,
that Equity Holders asked the Bankruptcy Court (i) to authorize the
Debtors to make a pre-emptive distribution under a plan that has
not yet been confirmed, for the purpose of paying professionals
whose employment was not authorized nor whose fees were approved as
reasonable by this Court, all the while ignoring the fact that the
ultimate parent equity holder, Plethico India, is itself the debtor
in an Indian insolvency proceeding in which an Official Liquidator
has been appointed to take possession of Plethico India's assets.

The Equity Holders argued that the immediate payment of certain
fees and expenses of Plethico's professionals is necessary "to
ensure the continued representation of the Equity Holders and to
prevent any interruption of the continuing efforts currently
underway to resolve all remaining open issues, thereby expediting
confirmation of the Plan, payment of the Allowed Claims, and the
final wind-down of the Debtors' estates."

The Indenture Trustee claimed that there is no evidence that the
Equity Holders have contributed in any way to the resolution of
these cases, or done anything except to represent their own
divergent interests as the ultimate owners of the Debtors.
According to the Indenture Trustee, a review of the docket of these
cases shows that the Equity Holders' involvement in the Debtors'
cases has been largely limited to: (a) objecting (unsuccessfully)
to the third and final fee application of the Debtors' investment
banker, GLC Advisors & Co., LLC; (b) being sued by Natrol, LLC, the
buyer of substantially all the Debtors' assets, for having
perpetrated a "boldfaced fraud" to enrich themselves and to conceal
their fraud from the Court; (c) negotiating the insertion of a
settlement agreement into the Debtors' proposed plan that (i) no
Debtor is a party to and (ii) has now placed confirmation of the
Debtors' proposed plan in jeopardy; and (d) filing the fee motion.

The Indenture Trustee said that it is unclear what authority
Plethico India has to direct the individual payment of any of its
creditors while it remains in a winding up proceeding under the
Indian Companies Law of 1956.  Evidence strongly suggests that any
such remittance would in fact be contrary to an express order of
the Indian Company Court, the Indenture Trustee stated.

Payment of the Plethico professionals' fees has not been authorized
by the Indian Company Court, and cannot be squared with fundamental
principles of U.S. law, the Indenture Trustee said.

The Indenture Trustee is represented by:

      Ashby & Geddes, P.A.
      Karen B. Skomorucha Owens, Esq.
      Aaron H. Stulman, Esq.
      500 Delaware Avenue, 8th Floor
      P.O. Box 1150
      Wilmington, Delaware 19899-1150
      Tel: (302) 654-1888
      Fax: (302) 654-2067
      E-mail: kowens@ashby-geddes.com
              astulman@ashby-geddes.com

                   and

      Akin Gump Strauss Hauer & Feld LLP
      Arik Preis, Esq. (admitted pro hac vice)
      Rachel Ehrlich Albanese, Esq.
      One Bryant Park New York, New York 10036
      Tel: (212) 872-1000
      Fax: (212) 872-1002
      E-mail: apreis@akingump.com
              ralbanese@akingump.com

                     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.

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


NEW MEDIA: S&P Keeps 'B+' Secured Debt Rating on $25MM Add-on
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level rating
on New York City-based newspaper company New Media Investment Group
Inc.'s senior secured credit facility remains 'B+' with a recovery
rating of '2' following the company's announcement that it plans to
issue a $25 million add-on to its existing senior secured term loan
due 2020.  The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%; higher half of the range) recovery of
principal in the event of a default.  The corporate credit rating
on the company remains 'B' with a stable outlook.

The company will use the proceeds from the add-on offering for
general corporate purposes.  Following the add-on, the term loan
will have $350 million outstanding.
RATINGS LIST

New Media Investment Group Inc.
Corporate Credit Rating                B/Stable/--

New Media Holdings II LLC
  Senior secured                        B+
   Recovery rating                      2H



NEXT 1 INTERACTIVE: Issues 6.2 Million Shares to Mark Wilton
------------------------------------------------------------
Next 1 Interactive, Inc., issued to Mark A. Wilton an aggregate of
6,200,000 shares of common stock in connection with the conversion
of a total of $3,100,000 of principal amount of certain promissory
notes at a conversion price of $0.50 per share of Common Stock. The
Company also issued on May 15, 2015, 24,800,000 shares of Common
Stock to Mr. Wilton at a price of $0.03 per share.  In addition, in
lieu of the payment of interest on certain promissory notes, the
Company issued to Mr. Wilton on May 20, 2015 (i) $75,000 of Series
B Preferred Stock; and (ii) Warrants to purchase 1,500,000 shares
of Common Stock at an exercise price of $0.01 per share.

The Compay entered into a Second Note Amendment with Mark A.
Wilton, which, among other things addressed the following:

   (i) an aggregate of $3,100,000 of promissory notes previously
       issued by the Company to Mr. Wilton were converted into an
       aggregate of 6,200,000 shares of the Company's common
       stock, par value $.00001 per share, at a price of $0.50 per
       share;

  (ii) extended the maturity date to Dec. 1, 2016, on the three
       promissory notes that remained outstanding subsequent to
       the conversion, which notes are all dated April 15, 2011,
       in the respective principal amounts of $2,148,326 (reduced
       from a principal amount of $4,385,326 following the
       conversion of $2,237,000 into shares of Common Stock),
       $550,000 (reduced from an original principal amount of
       $1,500,000 due to prior reductions and exchanges into other

       promissory notes), and $211,000;

(iii) permits the Company to further extend the maturity date of
       the Notes until Dec. 1, 2017, if all monthly interest
       payments are paid in full;

  (iv) interest on the Notes is to be paid monthly;

   (v) the conversion price for the remaining $2,909,326 of Notes
       will remain at a fixed $0.50 per share; and

  (vi) the Company will maintain the right to force a conversion
       of the Notes into shares of Common Stock under certain
       circumstances.

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

The Company incurred a net loss of $18.3 million on $1.56 million
of total revenues for the year ended Feb. 28, 2014, as compared
with a net loss of $4.23 million on $987,000 of total revenues for
the year ended Feb. 28, 2013.

As of Nov. 30, 2014, the Company had $3.91 million in total assets,
$13.8 million in total liabilities, and a $9.91 million total
stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Feb. 28, 2014.  The independent auditors noted that
the Company has incurred net losses of $18.3 million and net cash
used in operations of $4.59 million for the year ended Feb. 28,
2014, and the Company had an accumulated deficit of $87.6
million and a working capital deficit of $13.5 million at Feb. 28,
2014.  These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," the Company said in its fiscal 2013 annual
report.


NGPL PIPECO: Bank Debt Trades at 3% Off
---------------------------------------
Participations in a syndicated loan under which NGPL Pipeco LLC is
a borrower traded in the secondary market at 96.53 cents-on-the-
dollar during the week ended Friday, May 22, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.57
percentage points from the previous week, The Journal relates. NGPL
Pipeco LLC pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 4, 2017, and carries
Moody's Caa2 rating and Standard & Poor's CCC+ rating.  The loan is
one of the biggest gainers and losers among 278 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


NJ HEALTHCARE: Court Grants Dismissal of Chapter 11 Case
--------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey on May 14, 2015, issued a final decree in
the Chapter 11 case of NJ Healthcare Facilities Management
following his approval of the Debtor's request to dismiss the
bankruptcy case.

In support of the Debtor's dismissal request, the Debtor's counsel,
Anthony Sodono, III, Esq., at Trenk, DiPasquale, Della Fera &
Sodono, P.C., in West Orange New Jersey, asserted that the main
reason the Chapter 11 case was filed has now been resolved -- the
Debtor, its landlord, FNR Lakeview, LLC, and secured creditors have
resolved their differences and desire to effectuate a settlement
outside of the bankruptcy case.  Mr. Sodono added that the Secured
Creditors are currently funding the case through permitted use of
their cash collateral, and the Secured Creditors have not expressed
their desire to extend cash collateral use for the long term.  

Moreover, Mr. Sodono related that:

   (1) the Secured Creditors and the Official Committee of
Unsecured Creditors support the dismissal;

   (2) All "other" creditors including holders of allowed general
unsecured claims will retain all of the rights and remedies without
prejudice to asserting same after the case is dismissed.  All
parties' pre-petition rights and interests are preserved. Thus, all
parties with an economic stake in the case either consent to
dismissal or their rights are restored and preserved;

   (3) Perhaps the Office of the United States Trustee may object,
however, even its mission statement provides for the "just, speedy
and economic resolution of bankruptcy cases."  Dismissal of this
case limits economic exposure for future fees and costs and it is
certainly the most expeditious manner to resolve this case;

   (4) The IRS and the Division will not be prejudiced -- the
Debtor will continue to honor its pre-petition agreements.  Even if
the Debtor fails to make payments, the IRS and Division have all of
their rights intact and restored;

   (5) The Debtor anticipates spending hundreds of thousands in
professional fees if the case continues.  Those fees include, but
are not limited to, counsel and financial advisors for the Debtor,
counsel and financial advisors for the Creditors' Committee,
potential Ombudsman, counsel for the potential Ombudsman and other
professionals;

   (6) Public policy certainly dictates that dismissal is in the
best interests of all parties.  Approximately 180 employees retain
their jobs in an on-going business.  In addition, a facility which
is integral to the community remains "open for business" and
remains vital and vibrant for its residents; and

   (7) Patient care is certainly not compromised.

Mr. Sodono asserts that the Debtor has a record of excellence in
patient care and such care will continue to be provided post
dismissal.

In connection with the dismissal, Judge Papalia directed the Debtor
to pay its counsel Trenk, DiPasquale, Della Fera & Sodono, P.C.,
the amount of $45,000; its accountant, Brand Sonnenschine, LLP, the
amount of $2,832; and the Office of the United States Trustee of
all amounts due for quarterly fees incurred during the pendency of
the Debtor's case.

The Debtor is represented by:

         Anthony Sodono, III, Esq.
         Shoshana Schiff, Esq.
         Robert S. Roglieri, Esq.
         TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C.
         347 Mt. Pleasant Avenue, Suite 300
         West Orange, NJ 07052
         Tel: (973) 243-8600
         Email:  asodono@trenklawfirm.com
                 sschiff@trenklawfirm.com
                 rroglieri@trenklawfirm.com

                        About NJ Healthcare

NJ Healthcare Facilities Management LLC, doing business as
Advanced Care Center at Lakeview, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-14871) in Newark, New Jersey, on March
19, 2015.

The Debtor estimated $10 million to $50 million in assets and
debt.  The official schedules of assets and liabilities, as well as
the statement of financial affairs, are due April 2, 215.

According to the docket, the Debtor's exclusive right to file a
plan expires on July 17, 2015.  The appointment of a healthcare
ombudsman is due by April 9, 2015.

The case is assigned to Judge Vincent F. Papalia.

The Debtor has tapped Anthony Sodono, III, Esq., at Trenk,
DiPasquale, Della Fera & Sodono, in West Orange, New Jersey, as
counsel.


OMNICARE INC: S&P Puts 'BB' CCR on CreditWatch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Ohio-based
Omnicare Inc., including the 'BB' corporate credit rating, on
CreditWatch with positive implications.

"The CreditWatch placement follows CVS Health's [BBB+/Stable/A-2]
announcement that it will acquire Omnicare for almost $13 billion
in cash, equity, and the assumption of debt," said Standard &
Poor's credit analyst Michael Berrian.  S&P affirmed its 'BBB+'
corporate credit rating on CVS Health following the announcement.

S&P will resolve the CreditWatch placement when the acquisition of
Omnicare closes.  At that time, S&P would expect to have enough
information to determine the level of uplift to its corporate
credit rating on Omnicare.  S&P will evaluate issue-level ratings
once final details become available.



PACIFIC DRILLING: Bank Debt Trades at 11% Off
---------------------------------------------
Participations in a syndicated loan under which Pacific Drilling
Ltd is a borrower traded in the secondary market at 88.55
cents-on-the- dollar during the week ended Friday, May 22, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
0.40 percentage points from the previous week, The Journal relates.
Pacific Drilling Ltd pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 15, 2018, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 278 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.


PANAMA CASINO: Places Collateral for Sale on May 28
---------------------------------------------------
Jones Lang LaSalle notified the public that 100% of the limited
liability company interest in Panama Casino Holdings II LLC will,
be offered for sale and sold to the highest qualified bidder on May
28, 2015, at 3:00 p.m. Eastern Time at the law offices of Skadden,
Arps, Slate, Meagher & Flom LLP, located at Four Times Square in
New York, New York.

The principal assets of the pledged entity is 100% equity interest
SE Associates (Cayman) Ltd.  The principal assets of SE Associates
is a 100% equity interest in Silver Associates (Cayman) Ltd., and a
99% equity interest in Veneto Hotel & Casino SA.  The principal
assets of Silver Associates is a 1% interest in Veneto Hotel.  The
principal asset of Veneto Hotel is the hotel and casino property
commonly known as the Veneto Hotel and Casino in the Republic of
Panama.

The sale is held to enforce the rights of the secured party under a
pledge and security agreement executed by Panama Casino Holdings I
LLC, as pledgor, dated June 14, 2007, as amended or modified.

Interested parties who would like additional information regarding
the collateral, the requirements to be a qualified bidder or the
terms of the sale should visit:

     http://www.panamahotel-uccforeclosure.com/

or contact Bill Grice at Bill.Grice@am.jll.com or 404-995-2154.


PARADIGM EAST: Court Okays Sale of Lots to SLKRE East for $15MM
---------------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey has authorized Paradigm East Hanover, LLC,
to sell to SLKRE East Hanover LLC free and clear of liens, claims
and interests real property located at:

      a. Block 99, Lot 4 aka 11 Mt. Pleasant Avenue, East Hanover,

         New Jersey 07936;

      b. Block 99, Lot 4.02 aka 3 Farinella Drive, East Hanover,
         New Jersey 07936; and

      c. Block 99, Lot 5.01 aka 33 Mt. Pleasant Avenue, East
         Hanover, New Jersey 07936.

As reported by the Troubled Company Reporter on March 2, 2015, the
Debtor asked the Bankruptcy Court to approve the bidding procedures
in connection with the sale of the Lots.  The Debtor previously
received an offer to purchase Lot 4.02 from Avalon Bay Communities
for $5 million, subject to contingencies on approvals from the
municipality, with a deposit being provided in the form of an
irrevocable letter of credit in the amount of $500,000.  However,
on Feb. 2, 2015, AvalonBay terminated the  contract with the
Debtor.

An open-cry auction was conducted for the Lots and bids were
received from several interested parties.  The Debtor has
determined that the $15 million bid submitted by SLKRE East was the
highest and best bid.

The closing of the transactions will take place on or before the
45th day after SLKRE East obtains all development approvals.  A
copy of the sale contract is available for free at:

                       http://is.gd/7AkCXN

Mount Pleasant Enterprises, LLC, will be the back-up bidder,
solely as to Lot 4 and Lot 5.01, with these modifications to its
bid:

      a. The purchase price as set forth in the Mount Pleasant bid

         will be $9.10 million;

      b. Mount Pleasant agrees to be responsible to pay all
         postpetition property taxes for Lot 4 and Lot 5.01 that
         become due and payable beginning a year after the
         expiration of the 45-day general inspection period;

      c. In the event that SLKRE East fails to close on the sale
         of the non-residential, the Debtor will give Mount
         Pleasant written notice that the Debtor seeks to proceed
         with the Mount Pleasant bid, and all time periods and
         contingencies for Mount Pleasant to perform under the
         Mount Pleasant bid will be extended and will not commence

         until Mount Pleasant receives the notice, including, but
         not limited to, the requirement that Mount Pleasant post
         a deposit equal to 5% of the Mount Pleasant bid purchase
         price; and

      d. For the avoidance of doubt, despite being selected and
         even if approved as the backup bidder, Mount Pleasant
         maintains its rights to cancel the Mount Pleasant bid for

         any reason or no reason at any time during the diligence
         period as expressly set forth in the contract of sale
         dated May 28, 2014.

                        About Paradigm East

Paradigm East Hanover, LLC, sought Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-25017) in Newark, New Jersey, on July
23, 2014.  The Debtor, a Single Asset Real Estate as defined in 11
U.S.C.  Sec. 101(51B), disclosed assets of between $10 million and
$50 million, and debt of less than $10 million.

The company is owned by entities held by Paradigm Capital Funding,
LLC.

The case is assigned to Judge Donald H. Steckroth.  Morris S.
Bauer, Esq., at Norris McLaughlin & Marcus, PA, in Bridgewater,  
New Jersey, serves as counsel.


PEABODY ENERGY: Debt Trades at 10% Off
--------------------------------------
Participations in a syndicated loan under which Peabody Energy
Power Corp is a borrower traded in the secondary market at 89.82
cents-on-the- dollar during the week ended Friday, May 22, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
0.23 percentage points from the previous week, The Journal relates.
Peabody Energy Power Corp pays 325 basis points above LIBOR to
borrow under the facility.  The bank loan matures on September 20,
2020, and carries Moody's Ba3 rating and Standard & Poor's BB+
rating.  The loan is one of the biggest gainers and losers among
278 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


PLANDAI BIOTECHNOLOGY: Posts $6.27 Million Net Loss in 3rd Quarter
------------------------------------------------------------------
Plandai Biotechnology, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.27 million on $21,700 of revenues for the three months ended
March 31, 2015, compared to a net loss of $3.05 million on $12,600
of revenues for the same period in 2014.

For the nine months ended March 31, 2015, the Company reported a
net loss of $8.14 million on $64,024 of revenues compared to a net
loss of $7.09 million on $250,859 of revenues for the same period
last year.

As of March 31, 2015, the Company had $9.86 million in total
assets, $15.7 million in total liabilities, $4.28 million
stockholders' deficit and $1.52 million in non-controlling
interest.

"We have historically lost money.  The loss for the fiscal year
ended June 30, 2014 was $15,533,819 and future losses are likely to
occur.  Accordingly, we may experience significant liquidity and
cash flow problems if we are not able to raise additional capital
as needed and on acceptable terms.  No assurances can be given we
will be successful in reaching or maintaining profitable
operations," the Company said in the report.

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

                         http://is.gd/y15W5Z

                            About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.

Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.

"The Company has incurred a deficit of approximately $26 million
and has used approximately $44 million of cash due to its
operating activities in the two years ended June 30, 2014.  The
Company may not have adequate readily available resources to fund
operations through June 30, 2015.  This raises substantial doubt
about the Company's ability to continue as a going concern," the
auditors noted.


PROSPECT PARK: Asks Court to Extend Deadline to Remove Suits
------------------------------------------------------------
Prospect Park Networks LLC has filed a motion seeking additional
time to remove lawsuits involving the company.

In its motion, the company asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to July 6, 2015.

The extension, if granted, would allow the company to make
"fully-informed decisions" concerning removal of any lawsuit,
according to its lawyer, Mark Olivere, Esq., at Chipman Brown
Cicero & Cole LLP, in Wilmington, Delaware.

The motion is on Judge Mary Walrath's calendar for June 18.
Objections are due by June 11.

                   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.


QUICKSILVER RESOURCES: Court Okays Garden City as Admin Agent
-------------------------------------------------------------
Quicksilver Resources Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Laurie Selber Silverstein of the
U.S. Bankruptcy Court for the District of Delaware to employ Garden
City Group, LLC as administrative agent, nunc pro tunc to the March
17, 2015 petition date.

The Debtors require Garden City to:

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

   (b) record 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) generate and provide claim reports and claim objection
       exhibits;

   (d) manage the preparation, compilation and mail of documents
       to creditors and other parties in interest in connection
       with the solicitation of a chapter 11 plan (a "Plan");

   (e) manage any rights offering pursuant to the Plan;

   (f) manage the publication of legal notices;

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

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

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

   (j) provide any and all necessary administrative tasks not
       otherwise specifically set forth above as the Debtors or
       its professionals may require in connection with these
       chapter 11 cases.

Garden City will be paid at these hourly rates:

        Administrative, Mailroom
        and Claims Control               $45-$55
        Project Administrators           $70-$85
        Project Supervisors              $95-$110
        Graphic Support &
        Technology Staff                 $100-$200
        Project Managers and
        Sr. Project Managers             $125-$175
        Directors and
        Asst. Vice Presidents            $200-$295
        Vice Presidents and above        $295

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

The Debtors provided Garden City a retainer in the amount of
$275,000.

Angela Ferrante, vice president of Garden City, 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.

Garden City can be reached at:

       Angela Ferrante
       GARDEN CITY GROUP, LLC
       1985 Marcus Ave
       Lake Success, NY 11042
       Tel: (631) 470-1852
       E-mail: angela.ferrante@gardencitygroup.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: Court OKs Hiring of Akin Gump as Co-counsel
------------------------------------------------------------------
Quicksilver Resources Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Laurie Selber Silverstein of the
U.S. Bankruptcy Court for the District of Delaware to employ Akin
Gump Strauss Hauer & Feld LLP as co-counsel, nunc pro tunc to the
March 17, 2015 petition date.

The Debtors require Akin Gump to:

   (a) advise the Debtors with respect to their rights, powers and

       duties as debtors in possession in the continued operation
       of their business and the management of their properties;

   (b) advise the Debtors with respect to the conduct of these
       chapter 11 cases, including all of the legal and
       administrative requirements in chapter 11;

   (c) advise the Debtors and take all necessary or appropriate
       actions at the Debtors' direction with respect to
       protecting and preserving the Debtors' estates, including
       prosecuting actions on the Debtors' behalf, defending any
       action commenced against the Debtors and representing the
       Debtors in negotiations concerning litigation in which the
       Debtors are involved, including objections to claims filed
       against the Debtors' estates;

   (d) prepare pleadings in connection with these chapter 11
       cases, including motions, applications, answers, orders,
       reports and other papers necessary or otherwise beneficial
       to the administration of the Debtors' estates;

   (e) assist the Debtors in obtaining the Court's approval of the

       post-petition debtor-in-possession financing facility, if
       necessary;

   (f) advise the Debtors in connection with any potential sale of

       assets;

   (g) appear before the Court and any other courts to represent
       the interests of the Debtors' estates before such courts;

   (h) advise the Debtors regarding tax matters;

   (i) attend meetings and represent the Debtors in negotiations
       with representatives of creditors and other parties in
       interest;

   (j) negotiate, prepare and obtain approval of the Debtors'
       chapter 11 plan and documents related thereto; and

   (k) perform and advise the Debtors (as applicable) as to all
       other necessary legal services in connection with the
       chapter 11 cases, including, without limitation, (i)
       analyzing the Debtors' leases and contracts and assumptions

       and assignments or rejections thereof, (ii) analyzing the
       validity of liens against the Debtors and (iii) advising
       the Debtors on corporate and litigation matters.

Akin Gump will be paid at these hourly rates:

       Charles R. Gibbs, Partner      $1,095
       Sarah Link Schultz, Partner    $975
       Ashleigh L. Blaylock, Counsel  $775
       Kevin M. Eide, Counsel         $750
       Travis McRoberts, Counsel      $750
       Sarah J. Crow, Associate       $655
       Jason S. Sharp, Associate      $565
       Partners                       $765-$1,250
       Counsel                        $630-$825
       Associates                     $390-$735
       Paraprofessionals              $170-$345

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

Akin Gump has represented the Debtors since December 2013 in
connection with certain transactional and pre-petition
restructuring matters. Akin Gump received compensation for fees and
reimbursement for expenses related to such services in accordance
with Akin Gump's customary billing practices in the aggregate
amount of $5,318,918.50. During the 90 days before the Petition
Date, Akin Gump received payments in the amount of $3,024,781.47
for services rendered to the Debtors in connection with the
Debtors' potential restructuring and the commencement of these
chapter 11 cases.

Prior to the Petition Date, the Debtors advanced $500,000 to Akin
Gump on account of services performed and to be performed and
expenses incurred and to be incurred in connection with the filing
and prosecution of these chapter 11 cases (the “Advance
Payment”).  Prior to the Petition Date, Akin Gump debited
$94,937.42 against the Advance Payment on account of services
performed and expenses incurred in connection with the filing of
these chapter 11 cases. The Debtors propose that the remaining
$405,062.58 of the Advance Payment be treated as an evergreen
retainer to be held by Akin Gump as security through these chapter
11 cases until Akin Gump's fees and expenses are awarded by final
order and payable to Akin Gump.

Sarah Link Schultz, partner of Akin Gump, 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.

Akin Gump can be reached at:

       Sarah Link Schultz, Esq.
       AKIN GUMP STRAUSS HAUER & FELD LLP
       1700 Pacific Avenue, Suite 4100
       Dallas, TX 75201
       Tel: (214) 969-2800
       Fax: (214) 969-4343
       E-mail: sschultz@akingump.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: Allowed to Assign 3 Contracts to General Wireless
------------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has given RadioShack Corp.
the green light to assume and assign three contracts to General
Wireless Inc. as part of the sale of its assets to the company.

The contracts to be assigned include the electronics retailer's
agreements with Federal Warranty Service Corp., PaySpot Inc. and
PreCash Inc.

General Wireless, an affiliate of Standard General LP, on April 1
received court approval to acquire the inventory and assume leases
of 1,743 RadioShack stores following a bankruptcy auction where it
emerged as the winning bidder.

                   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: Fails to Win Approval to Assign AMSC Store Lease
-----------------------------------------------------------------
RadioShack Corp. has failed to win a federal judge's approval to
assign a store lease to Spring Communications Holding Inc.  

U.S. Bankruptcy Judge Brendan Shannon denied the electronics
retailer's bid to assign the lease on its store located at Adams
Marketplace Shopping Center following an objection from Marketplace
of Rochester Hills Parcel B, LLC.

Marketplace, which owns the shopping center, opposed the
assignment, saying it would violate not only a provision of the
RadioShack lease but also its contract with another tenant T-Mobile
Central LLC.

According to the landlord, Spring Communication's plan to use the
leased space as an exclusive AT&T retail store would violate an
exclusivity provision of the T-Mobile contract.

                   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: Gets Approval to Terminate Leases With Landlords
-----------------------------------------------------------------
RadioShack Corp. received court approval for a deal to terminate
its leases with AGC West Town Center Owner LLC and two other
landlords.

The leases were supposed to be assigned to Spring Communications
Holding Inc. after RadioShack selected its bid for the right to
take 163 store leases over from the electronics retailer.  

The companies, together with the landlords, eventually agreed to
enter into three separate lease termination agreements to avoid
litigation.

Spring Communications will receive payments from AGC, Gofis
Brothers Realty Management and Good Hope Market Place LP in the
total amount of $139,580 in return for the early termination of the
leases, according to the agreements.

                   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 Bid to Terminate Store Leases
----------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon is set to hold a hearing on
May 27 to consider approval of RadioShack Corp.'s agreements with
Times Plaza Development LP and two other landlords.

The agreements call for the termination of RadioShack's store
leases with Times Plaza, Powell-Lehi LLC and Midland Tarkenton LLC
by May 31.  

RadioShack will receive payments from the landlords in the total
amount of $54,766, according to court filings.  

The landlords emerged as the winning bidders for the leases on
three RadioShack stores at a bankruptcy auction held on May 14. The
stores located in New York, Utah and Iowa were identified in court
papers as Store Nos. 2822, 4258 and 6110.

                   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.


RECYCLE SOLUTIONS: TCF, Deere Seek Adequate Protection
------------------------------------------------------
TCF Equipment Financial, Inc., and Deere and Company filed separate
motions asking the U.S. Bankruptcy Court for the Western District
of Tennessee, Western Division, to direct Recycle Solutions, Inc.,
to grant them adequate protection.

TCF's counsel, Roger A. Stone, Esq., at Stone, Higgs & Drexler, in
Memphis, Tennessee, relates that the Debtor purchased two marathon
self-contained compactors-rear feed, pressure guage, controls on 20
foot Scal-Tite from Plum Creek Environmental Technologies, LLC.
The $48,550 purchase was financed by TCF, with the Debtor executing
a promissory note for the sum payable, with interest at 6.78% per
annum in 60 consecutive monthly installment payments of $951.00
each.  Mr. Stone asserts that the personal property is depreciating
at a rate equal to or greater than the regular installment
payment.

Deere's counsel, E. Franklin Childress, Jr., Esq., at Baker
Donelson Bearman Caldwell & Berkowitz, PC, in Memphis, Tennessee,
relates that prior to the Petition Date, the Debtor purchased two
compact utility tractors and loaders.  The purchase was financed by
Deere under loan contracts wherein the Debtor conveyed to Deere
security interests in the tractors and loaders with attachments.
The amount of the secured claims owed to Deere, arising from the
transactions, is $22,697.  Mr. Childress says the Debtor has failed
to make required monthly installment payments under the Loan
Contract.

TCF is represented by:

         Roger A. Stone, Esq.  
         STONE, HIGGS & DREXLER
         200 Jefferson Avenue, Suite 1000
         Memphis, TN 38103
         Tel: (901) 528-1111  
         Email: rstone@stonehiggsdrexler.com

Deere is represented by:

         E. Franklin Childress, Jr., Esq.
         Zachary A. Kisber, Esq.
         BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC
         165 Madison Bank, Suite 2000
         Memphis, TN 38103
         Tel: (901)577-2147
         Email: fchildress@bakerdonelson.com

                      About Recycle Solutions

Recycle Solutions, Inc., founded in 2002 in Memphis, TN, is in the
business of recycling and reusing plastic, wood and packaging for
film rolls.  The company claims to be a pioneer in helping leading
corporations develop and implement innovative programs to reduce
their environmental impact.  James Downing, of Arlington,
Tennessee, founder and president, owns 100% of the stock.

Recycle Solutions sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov.
4, 2014, disclosing assets of $11.5 million against liabilities of
$6.4 million.

The case is assigned to Judge George W. Emerson Jr.  The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.

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

The U.S. Trustee for Region 8 appointed three creditors to serve
on
the official committee of unsecured creditors.  Adam B. Emerson of
Bridgforth & Buntin, PLLC, represents the Committee as counsel.


RED LOBSTER: New $150 Revolver Loan No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service stated that Red Lobster Management, LLC's
amendment to its bank credit facility and its intention to enter
into a new proposed $150 million asset based loan (ABL) revolver
(not rated) is a credit positive and the company's ratings and
stable rating outlook are currently unaffected. The proposed
amendment includes replacing its current $50 million cash flow
revolver with a proposed $150 million ABL.

Red Lobster carries B3 LT Corporate Family Ratings.

Red Lobster Management, LLC, ("Red Lobster") owns and operates 705
Red Lobster seafood restaurants throughout North America. Red
Lobster generates about $2.4 billion of annual revenue. Red Lobster
is owned by private equity firm Golden Gate Capital.



RESIDENTIAL CAPITAL: Gosselin Claim Objection Sustained in Part
---------------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained in part and overruled in
part the Rescap Borrower Claims Trust's Objection to Claim Number
3862, filed by Rhonda Gosselin.

Judge Glenn sustained the objection as to Gosselin's breach of
contract claim. She stated that without more specific allegations,
such claim was too vague, as "Gosselin does not provide any further
allegations concerning how GMAC Mortgage LLC (GMACM) misapplied her
Loan payments."

Gosselin's claim for breach of the implied covenant of good faith
and fair dealing was likewise sustained by Judge Glenn as Gosselin
did not provide any additional evidence showing GMACM's bad faith
in servicing her Loan. Gosselin's negligence claim was likewise
sustained because she did not allege any type of physical harm
caused by GMACM.

Judge Glenn overruled, without prejudice, Gosselin's wrongful
foreclosure claim since the Trust was not able to submit any
evidence of the Mortgage assignments which were sufficient to rebut
Gosselin's allegations. On the other hand, Judge Glenn allowed
Gosselin's Chapter 93A claim to the extent that it relates to
allegations of wrongful foreclosure.

The Trust was not able to provide any evidence about when Goselin
received a Truth in Lending Act (TILA) notice of right to cancel.
As a result, Judge Glen overruled the objection in so far as
Gosselin's Massachusetts Consumer Credit Cost Disclosure Act
(MCCCDA) claim was concerned.

Judge Glenn held that any declaratory relief as to the Debtors was
moot since the Debtors no longer had any interest in the Loan and
do not service the Loan.

The Trust's counsel was ordered to confer with Gosselin's counsel
to discuss possible settlement of the remaining issues in the
dispute.  Counsels were also ordered to confer regarding the
scheduling of any discovery and an evidentiary hearing, as well as
further briefing before trial. They were mandated to promptly file
a status letter advising the Court of the proposed schedule, and to
set this matter for a further status conference during the next
available Omnibus Hearing date. Gosselin's counsel was permitted to
participate in the conference by telephone. The Court will enter a
scheduling order following that conference.

A copy of Judge Costa's April 21, 2015 Memorandum Opinion and Order
Sustaining in Part and Overruling in Part the Rescap Borrower
Claims Trust's Objection to Claim Number 3862 Filed by Rhonda
Gosselin, is available at http://is.gd/eSPodRfrom Leagle.com.  

MORRISON & FOERSTER LLP, By: Norman S. Rosenbaum, Esq.
--nrosenbaum@mofo.com -- Jordan A. Wishnew, Esq. --
jwishnew@mofo.com -- Jessica J. Arett, Esq. -- jarett@mofo.com --
New York, New York, Attorneys for ResCap Borrower Claims Trust.

LAIRD J. HEAL, ESQ., By: Laird J. Heal, Esq., Worcester,
Massachusetts, Attorney for Rhonda Gosselin.


RESPONSE BIOMEDICAL: Appoints Barbara Kinnaird Ph.D. as CEO
-----------------------------------------------------------
The Board of Directors of Response Biomedical Corp. has promoted
Dr. Barbara Kinnaird Ph.D. to the position of chief executive
officer effective May 19, 2015.  In connection with the
appointment, Dr. Anthony Holler resigned as interim chief executive
officer, a position that he held since September 2014.

"Since her promotion to Chief Operating Officer in September 2014,
Dr. Kinnaird has successfully led Response through a series of
strategic moves to position the Company for future growth
exemplified by the recently announced 38% increase in revenue for
the Company's first fiscal quarter of 2015," said Lewis Shuster,
chairman of Response.  "Dr. Kinnaird has also successfully overseen
key Company milestones in the past eight months including the
signing of the $8.2 million Joinstar collaboration, the
restructuring of our China based distribution network and the
securing of government funding to support the development of a new
sepsis biomarker."

Dr. Barbara Kinnaird has over 20 years of research and business
experience primarily in the fields of point of care (POC) testing
and in vitro diagnostics.  Since joining Response Biomedical Corp.
in August 2004, Dr. Kinnaird has held several key management
positions including responsibilities for Product Development,
Quality, Regulatory, Manufacturing and Sales. During Dr. Kinnaird's
tenure in these positions, she has improved the product design
control, operational efficiencies, gross margins and sales.
Additionally under her direction, the Company obtained regulatory
approvals to support sales in several global jurisdictions such as
China, Japan, United States and Canada.  Dr. Kinnaird holds a Ph.D.
in Microbiology and Immunology from the University of British
Columbia at the B.C. Children's Hospital in the Department of
Pediatrics.  She conducted her post-doctoral research at the
Michael Smith Laboratories in genomics and gene expression
profiling, in collaboration with the B.C. Genome Sciences Centre
and consulted for the Proteomics division of Incyte Genomics Inc.

               Results of 2015 Annual General Meeting

Reponse held its annual meetion on May 19, 2015, at which the
shareholders elected Dr. Anthony Holler, M.D., Dr. Joseph D.
Keegan, Ph.D., Clinton H. Severson, Lewis J. Shuster, Dr. Peter A.
Thompson, M.D. and Dr. Jonathan J. Wang, Ph.D. as directors.

PricewaterhouseCoopers LLP, Chartered Accountants, was appointed
auditor of the Company for the ensuing year.

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
C$5.99 million in 2013, a net loss and comprehensive loss of C$5.28
million in 2012 and a net loss and comprehensive loss of C$5.37
million in 2011.

As of March 31, 2015, the Company had C$13.6 million in total
assets, C$15.48 million in total liabilities and a $1.88 million
total shareholders' deficit.

PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has incurred recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, which
raises substantial doubt about its ability to continue as a going
concern.


ROADRUNNER ENTERPRISES: Sale of Chesterfield Properties Okayed
--------------------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia has granted Roadrunner Enterprises,
Inc.'s motion to sell certain property locted at 4104 Ralph Road,
4121 Ralph Road, 19205 Rosewood Lane, 19209 Rosewood Lane, 19304
Rosewood Lane, 19305 Rosewood Lane, 19308 Rosewood Lane,
19309 Rosewood Lane, and 19312 Rosewood Lane, Chesterfield,
Virginia.

As reported by the Troubled Company Reporter on April 27, 2015, the
Debtor sought the Bankruptcy Court's authorization to sell the Real
Property.  On the Petition Date, the Debtor valued the real
property at $100,000.  On April 3, the Debtor entered into a
contract for the sale of the Real Property with The Global Property
Group LLC.  By the contract, the parties agreed: (i) to a purchase
price for the real property of $135,000 which will be paid by the
purchaser in cash at the closing; (ii) that the Debtor pay any
rollback taxes on the real property, and expenses in preparing the
deed and recordation tax; and (iii) that each party will bear its
own closing costs.

The Debtor will further pay the remaining sales proceeds to
creditor EVB.  On March 4, 2015, EVB filed a proof of claim
asserting that the payoff on the note associated with the Real
Property was $176,833.

                   About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge

Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.field County,
Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge

Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.


ROUNDY’S SUPERMARKET: Bank Debt Trades at 3% Off
--------------------------------------------------
Participations in a syndicated loan under which Roundy's
Supermarket Inc. is a borrower traded in the secondary market at
96.71 cents-on-the- dollar during the week ended Friday, May 22,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.21 percentage points from the previous week, The
Journal relates. Roundy's Supermarket Inc. pays 475 basis points
above LIBOR to borrow under the facility.  The bank loan matures on
February 17, 2021, and carries Moody's B2 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and losers
among 278 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


RUSSEL METALS: Moody's Lowers CFR to Ba2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded Russel Metals, Inc.'s
corporate family rating to Ba2 from Ba1, its probability of default
rating to Ba2-PD from Ba1-PD and its senior unsecured note rating
to Ba2 from Ba1. The rating downgrades reflect expectations for a
material deterioration in Russel's operating results and credit
metrics in the near term as well as its aggressive dividend policy.
Moody's affirmed Russel's Speculative Grade Liquidity Rating of
SGL-2. The ratings outlook is stable.

Downgrades:

  -- Corporate family rating, downgraded to Ba2 from Ba1;

  -- Probability of default rating, downgraded to Ba2-PD from    
     Ba1-PD;

  -- Senior unsecured notes, downgraded to Ba2 (LGD 4) from Ba1
     (LGD 4)

Affirmations:

  -- Speculative grade liquidity rating, affirmed at SGL-2

Outlook Actions:

  -- Outlook, assigned stable outlook

Russel Metals' Ba2 corporate family rating reflects the company's
size and scale, relatively low leverage and strong liquidity,
counter-cyclical working capital investment that enhances liquidity
in down markets, and its relatively good acquisition track record.
However, the rating also reflects the company's volatile free cash
flow, low margins and returns and high dividend payout ratio. In
addition, the rating incorporates Russel's exposure to the highly
cyclical oil & gas sector and steel price volatility, which will
cause its operating results and credit metrics to deteriorate
substantially in 2015.

The rating downgrades reflect Moody's expectation for substantially
weaker operating results and credit metrics in the near term driven
by a significant decline in steel, oil and natural gas prices.
Lower steel prices will weigh on Russel in 2015 since the price of
the majority of its products are tied to carbon steel prices, which
have declined by about 25% during the first five months of 2015.
Steel prices have been under pressure from elevated imports driven
by excess worldwide capacity and the stronger US dollar, raw
material-cost deflation and weak economic indicators in many
overseas countries. Lower oil and natural gas prices have led to a
52% decline in the North American rig count over the past year. The
reduced drilling activity has resulted in significantly weaker
demand and lower prices for oil country tubular goods (OCTG) and
Russel's other energy focused products. Russel's Energy Products
division accounted for 47% of revenues in 2014 and this division
will be negatively impacted by the substantial decline in oil and
natural gas prices.

Moody's expects lower product volumes combined with reduced steel
product prices to result in a material decline in Russel's
operating results in 2015. This will be somewhat tempered by the
company's exposure to less volatile maintenance, repair and
overhaul (MRO) work (about 50% of sales) and the benefit of
weakness in the Canadian dollar versus the US dollar. However,
Moody's still expect Russel's adjusted EBITDA to decline by about
25% to 35% in 2015 and fall within the range of $185 million to
$210 million versus $284 million in 2014.

Russel reported $53 million of adjusted EBITDA in the first quarter
of 2015, which was 22% lower than the $68 million produced in the
fourth quarter of 2015. Russel maintained its quarterly dividend of
$0.38 per share in the first quarter despite the material decline
in earnings. The company paid out $23.4 million in dividends on net
income of $18.5 million, which resulted in a dividend payout ratio
of 126%. The company had to draw down its cash balance by $38.5
million and increase its credit facility borrowings by $8 million
to fund its dividend, contingent consideration on prior
acquisitions, income tax payments and bonuses in the first quarter.
Russel also announced the acquisition of Western Fiberglass Pipe
Sales on May 19, 2015, which will limit free cash flow in the near
term. The company should be able to support its dividend with free
cash flow over the next few quarters as working capital is reduced
in the face of weaker demand and lower product prices, but its
aggressive dividend policy reduces its financial flexibility and is
a rating constraint.

Moody's expects Russel's credit metrics to deteriorate
substantially in 2015 due to the significant decline in operating
earnings combined with its aggressive dividend policy. Russel's
leverage ratio (Debt/EBITDA) is expected to rise to about 3.0x from
2.2x in December 2014, its interest coverage ratio
((EBITDA-CapEX)/Interest Expense) should decline to about 3.0x from
4.5x, and its return on assets (ROA) will likely decline to
approximately 3.0% from 6.4%. These metrics will be somewhat weak
for the company's rating.

Russel Metals has good liquidity supported by its modest cash
balance of $16 million as of March 2015 and significant borrowing
availability. Russel Metals has a $325 million primary revolving
credit facility due June 2017 and a $40 million one-year
uncommitted US subsidiary credit facility. The company had $247
million available under the primary revolving credit facility and
$34 million available under the US subsidiary credit facility as of
March 2015.

The stable outlook reflects that the company's credit metrics will
remain supportive of its rating despite the current weak operating
environment including historically depressed steel, oil and natural
gas prices and lackluster product demand.

Upward pressure on the ratings is unlikely in the intermediate term
given the expected deterioration in Russel's credit metrics, its
aggressive dividend policy as well as the exposure to volatile
steel prices and cyclical end markets. Credit metrics that would
support an upgrade include a leverage ratio of less than 2.5x and
an interest coverage ratio of more than 4.0x.

Negative rating pressure could develop if the company's leverage
ratio rises above 3.5x, its interest coverage declines below 2.5x
or EBIT margins decline below 5%.

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

Russel Metals, headquartered in Mississauga, Ontario, is a leading
North American metal distributor with 65 metals service centers and
77 energy products locations in Canada and the U.S. The company
operates in three metal distribution segments. Energy Tubular
Products (45% of LTM revenue) distributes oil country tubular
goods, line pipe, valves and fittings. Metals Service Centers (43%)
distributes carbon hot rolled and cold finished steel, pipe and
tubular products, stainless steel and aluminum products. Steel
Distributors (12%) sells steel in large volumes to steel service
centers and large equipment manufacturers. For the year ended March
31, 2015, the company generated approximately $3.85 billion in
revenue, with about 70% of revenue earned in Canada (all figures
are in Canadian dollars unless otherwise noted).


SABINE OIL: Obtains Forbearance From Lenders Until June 30
----------------------------------------------------------
Sabine Oil & Gas Corporation has entered into a forbearance
agreement with the lenders under its second lien term loan
facility.  The forbearance agreement will provide the Company with
additional flexibility as it continues discussions with its
creditors and their respective professionals regarding the
Company's debt and capital structure.  

Pursuant to the Forbearance Agreement, the Administrative Agent and
the lenders under the Credit Facility have agreed to forbear from
exercising remedies until the earlier of (i) certain events of
default under the Forbearance Agreement or Credit Facility, (ii)
the acceleration or exercise of remedies by any other lender or
creditor, and (iii) June 30, 2015, with respect to the following
anticipated events of default:

   (i) the "going concern" qualification in the Company's 2014
       audited financial statements; and

  (ii) the failure of the Company to make the April 2015 interest
       payment due under the Credit Facility.  

In exchange for the Administrative Agent and the lenders under the
Credit Facility agreeing to forbear, the Company has agreed during
the Forbearance Period to, among other things, tighten certain
covenants under the Credit Facility.

The Company's financial advisors, Lazard, and legal advisors,
Kirkland & Ellis LLP, are advising management and the board of
directors on strategic alternatives related to its capital
structure.

As previously reported, as of May 8, 2015, the Company had a cash
balance of approximately $276.9 million, which provides substantial
liquidity to fund its current operations.  The Company is
continuing to pay suppliers and other trade creditors in the
ordinary course.

                            About Sabine

Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an
independent energy company engaged in the acquisition, production,
exploration and development of onshore oil and natural gas
properties in the United States.  Sabine's current operations are
principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite
Wash in the Texas Panhandle.  See http://www.sabineoil.com/       

Sabine Oil reported a net loss including non-controlling interests
of $327 million in 2014, compared with net income including
non-controlling interests of $10.6 million in 2013.

Deloittee & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the uncertainty associated with
the Company's ability to repay its outstanding debt obligations as
they become due raises substantial doubt about its ability to
continue as a going concern.

                        Bankruptcy Warning

The Company's borrowing base under its New Revolving Credit
Facility was subject to its semi-annual redetermination on
April 27, 2015, and was decreased to $750 million.  Since the
Company's New Revolving Credit Facility is fully drawn, the
decrease in the Company's borrowing base as a result of the
redetermination resulted in a deficiency of approximately $250
million which must be repaid in six monthly installments of $41.54
million.

Additionally, the Company has elected to exercise its right to a
grace period with respect to a $15.3 million interest payment under
its Term Loan Facility.  The interest payment was due
April 21, 2015; however, such grace period permits the Company 30
days to make such interest payment before an event of default
occurs.  The Company believes it is in the best interests of its
stakeholders to actively address the Company's debt and capital
structure and intends to continue discussions with its creditors
and their respective professionals during the 30-day grace period.
If the Company fails to pay the interest payment during the 30-day
grace period and does not obtain a waiver for the interest payment,
an event of default would exist under the Term Loan Facility and
the lenders under the Term Loan Facility would be able to
accelerate the debt.  However, the lenders would not be able to
foreclose on the collateral securing the Term Loan Facility until
after the expiration of the 180-day standstill.  If the Company
continues to fail to pay the interest payment, such failure could
constitute a cross default under certain of the Company's other
indebtedness.  If the indebtedness under the Term Loan Facility or
any of the Company's other indebtedness is accelerated, the Company
said it may have to file for bankruptcy.
     
                            *    *    *

As reported by the TCR on April 6, 2015, Moody's Investors Service
downgraded Sabine Oil & Gas Corporation's Corporate Family Rating
to Caa3 from Caa1.  The rating action was prompted by SOGC's
disclosure on March 31, 2015, that it is in default under its
revolving credit facility and second lien term loan as a result of
a going concern qualification related to its Dec. 31, 2014, audited
financial statements.

The TCR reported on April 24, 2015, that Standard & Poor's Ratings
Services, lowered its corporate credit on Sabine Oil & Gas Corp. to
'D' from 'CCC'.  "The downgrade reflects the company's decision not
to pay approximately $15.3 million in interest that was due on
April 21, 2015, on its second-lien term loan," said Standard &
Poor's credit analyst Ben Tsocanos.


SAN JUAN RESORT: Hearing on Sale of Hotel Assets Set for May 29
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
consider at a hearing set for May 29, 2015, San Juan Resort Owner,
Inc.'s motion to sell to SJ Beach PR LLC its acquired assets -- all
right, title, and interest in and to all of the assets of the
Debtor that are used in or related to the operation of the San Juan
Beach Hotel located in the Condado sector of San Juan, Puerto Rico,
for $9,039,557, subject to higher offers.

Of the proposed purchase price, (a) $8,689,557 will be paid to the
Debtor at the closing of the transactions by wire transfer of
immediately available funds; and (b) the remaining $350,000 are
savings to the Debtor related to a portion of the outstanding
amount of room tax that is currently owed by the Hotel to the
Puerto Rico Tourism Company, which savings will be credited by the
Puerto Rico Tourism Company to the Debtor for the payment of the
outstanding amount of room tax owed by the Hotel at the closing.

The Debtor and secured creditor Banco Popular de Puerto Rico
have agreed to extend the milestones and deadlines set
forth in the bidding procedures and asset purchase agreement for an
additional 25 days.  

A copy of the amended Asset Purchase Agreement is available for
free at http://is.gd/89uFcI.

A copy of the amended Bidding Procedures is available for free at
http://is.gd/quie0X.

Bids must be submitted by June 9, 2015.  Within 10 business days
from entry of the sale order, an auction, if necessary, will have
been conducted.  The closing on the proposed sale will occur on or
before five business days after the selection and notification of
the successful bidder to the Bankruptcy Court.

Condado San Juan Hotel 2, LLC, which, prior to the Petition Date,
made a proposal through an option agreement to buy the Assets for
$8.250 million and from that purchase price make a net payment to
Banco Popular of $7.550 million, objected to the Debtor's March 27
sale motion on April 14.  The proposal and Option Agreement were
expressly conditioned on, among other things, Banco Popular
executing an agreement accepting the discounted payment proposal as
consideration for releasing its liens over the Assets.  Banco
Popular rejected the proposal.

CSJH2 stated in its objection that the Sale is not in the best
interest of the estate, is not the result of exposing the property
to the market, the purported sale agreement benefits exclusively
Banco Popular and is less beneficial to the estate.  According to
CSJH2, the real estate is the Debtor's purported main and only
asset, apart from some accounts receivable, and that the Debtor
doesn't have any employees, doesn't have any business operation,
doesn't have any other tangible asset.  The Debtor's only activity
is to, on occasions, collect rent from its only tenant, Premier
Hotel Management Inc., a corporation owned by the same stockholders
as Debtor and controlled by the same person: Luis Carreras.  A copy
of the objection is available for free at:

                      http://is.gd/qdN5ES

Banco Popular, the Proposed Stalking Horse Bidder, and the Debtor
each countered CSJH2's claim.  Banco Popular said in its April 24
response that the Proposed Stalking Horse Purchaser's offer is
higher and better than the proposal made by CSJH2, and that the
objector has apparently decided to ignore the possibility of
purchasing the Assets through the proposed Bidding Procedures and
rather wants to convince this Court, through unfounded and
misleading arguments, to forgo the sale process and the possibility
to maximize the value of the Assets.  The Proposed Stalking Horse
Bidder, in its April 27 response, said that CSJH's objection is
devoid of merit and should be denied out of hand.  In its April 29
response, the Debtor called CSJH's arguments to the sale as
unfounded.  According to the Debtor, the option agreement with
CSJH2 is unenforceable and no longer valid.

A copy of the Debtor's response is available for free at:

                       http://is.gd/VcjtAj

A copy of Banco Popular's response is available for free at:

                       http://is.gd/mNB3y9

A copy of the proposed Stalking Horse Bidder's response is
available for free at:

                      http://is.gd/msn33V

On April 29, the Hon. Mildred Caban Flores of the U.S. Bankruptcy
Court for the District of Puerto Rico mooted Boutique Hotels,
Inc.'s motion requesting that the Debtor's motion for sale of sole
asset of the estate and approval of settlement with Banco Popular
be held in abeyance, as a result of the filing of the disclosure
statement and plan.  On that same day, the Debtor amended its
response to CSJH2's objection, saying that the fact that the Debtor
has already filed a disclosure statement and Plan for the Court's
consideration, the Court should deny the allegations contained in
the objection and instead, approve the sale motion.

On May 4, Guy G. Gebhardt, the Acting U.S. Trustee for Region 21,
opposed the Sale, saying that there is contradictory information in
the 363 sale motion as to the amount of the carve out that Banco
Popular has agreed upon, and second, the settlement agreement with
Banco Popular includes a provision calling for the appointment of
an "examiner" without complying with the strictures of Section 1104
of the Bankruptcy Code.

Banco Popular has consented to the Carve-Out from the purchase
price in an amount of up to $1,181,627 to pay from the Carve-Out
solely as administrative and certain priority tax and other claims,
the amounts necessary to settle the existing claims and expenses.
According to the U.S. Trustee, the settlement agreement with Banco
Popular that accompanies the sale motion states that, "[a]s part of
the Sale, the Lender has consented to the Carve-Out from the
Purchase Price in an amount that shall not exceed one million six
hundred thirty two thousand and seventy dollars ($1,632,070.00) to
pay from such Carve-Out solely the amounts necessary to settle the
existing debts set forth in Schedule II hereto, including as
provided therein, the Borrower Closing Costs and certain
liabilities of Debtor's affiliates."

The settlement agreement calls for the appointment of an
"examiner," who is to be selected by Banco Popular.  According the
the U.S. Trustee, it is the U.S. Trustee who selects and appoints
an examiner, after consultation with the parties in interest.  The
proposed examiner being sought by Debtor and Banco Popular seems to
have expanded powers that are more akin to those of a trustee than
an examiner, the U.S. Trustee added.

Banco Popular is represented by:

      O'Neill & Borges LLC
      Luis C. Marini, Esq.
      Myrna L. Ruiz-Olmo, Esq.
      American International Plaza
      250 Munoz Rivera Avenue, Suite 800
      San Juan, Puerto Rico 00918-1813
      Tel.: (787) 764-8181
      Fax: (787) 753-8944
      E-mail: luis.marini@oneillborges.com
              myrna.ruiz@oneillborges.com

CSJH2 is represented by:

      Berrios & Longo Law Office, P.S.C.
      Edilberto Berrios Perez, Esq.
      Capital Center Building, Suite 900
      #239 Arterial Hostos Avenue
      San Juan, Puerto Rico 00918-1400
      Tel: (787) 753-0884
      Fax: (787) 753-4821
      E-mail: eberriosperez@reclawservices.com

      The Proposed Stalking Horse Bidder is represented by:

      Pietrantoni Mendez & Alvarez LLC
      Jorge I. Peirats, Esq.
      Paul A. Rodriguez, Esq.
      Banco Popular Center, 19th Floor
      208 Ponce de Leon Avenue
      San Juan, Puerto Rico 00918
      Tel: (787) 274-1212
      Fax: (787) 274-1470
      E-mail: jpeirats@pmalaw.com
              prodriguez@pmalaw.com

                     About San Juan Resort

San Juan Resort Owners Inc. sought Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-01627) in Old San Juan,
Puerto Rico on March 5, 2015. The petition was signed by Luis A.
Carreras Perez as president.  The Debtor is represented by William
M. Vidal, Esq., at William Vidal Carvajal Law Offices in San Juan,
Puerto Rico.

The Debtor disclosed $12,787,943 in assets and $33,014,219 in
liabilities as of the Chapter11 filing.

The Debtor owns a parcel of land of 1,637 square meters, with
commercial property known as the San Juan Beach Hotel, a 96-room
hotel.  The hotel is located at 1045, Ashford Avenue, Condado, San
Juan, Puerto Rico.  The company claims the property is worth $11
million based on appraised value.  Banco Popular de Puerto Rico is
owed $17.5 million, of which $6.56 million is unsecured.


SANDY CREEK: S&P Lowers Sr. Secured Project Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its senior
secured project rating on Sandy Creek Energy Associates L.P. to
'B+' from 'BB-'.  The outlook is Stable.  The recovery rating is
unchanged at '1', which indicates S&P's expectations for "very
high" (90% to 100%) recovery of principal if a default occurs.

The downgrade reflects S&P's expectation that power prices will
remain low in the Electric Reliability Council of Texas (ERCOT)
power market for the foreseeable future, and especially during
2015.  Based on S&P's revised Henry Hub natural gas price
assumption of $2.75 per million Btu, S&P expects that spark spreads
should remain between $15 and $17 per megawatt-hour for he rest of
the year before improving modestly in 2016 and 2017, amid limited
new building.  The effects of the gas price decline are
particularly acute for coal-fired generators such as Sandy Creek,
which would face lower power prices but a cost structure that does
not fully respond, as gas remains the marginal fuel source in the
state making them relatively higher cost on the power supply
dispatch stack.

"The stable outlook reflects our expectation that, despite adequate
hedges in 2015, the project's cash flows will remain weak in
subsequent years as a result of weaker power pricing, even with
continued strong operations," said Standard & Poor's credit analyst
Michael Ferguson.  "While we anticipate a minimum debt service
coverage ratios (DSCR) of around 1.4x during the debt tenor, we
anticipate that DSCRs could drop to near 1.2x after refinancing in
2020, due to the high amount of leverage used to finance the
project initially."

S&P would likely lower the rating further if power prices remain
depressed for a protracted period, resulting in minimum DSCRs of
under 1.1x at any point during the project's life, including after
refinancing.  Operational challenges that result in higher
effective heat rates or increased maintenance spending could
contribute to weakened measures as well, and, longer term, any type
of carbon regulation could weigh on the ratings, though the nature
of this is still uncertain.

While currently unlikely, higher ratings or a positive outlook
revision could stem from improved peak power pricing in ERCOT,
which could result from unusually favorable weather conditions and
scarcity of power resources beyond 2016.  Persistently higher
pricing could trim refinancing risk, which S&P currently considers
to be a ratings constraint.



SEADRILL LTD: Bank Debt Trades at 17% Off
-----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 83.40 cents-on-the-
dollar during the week ended Friday, May 22, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 1.10
percentage points from the previous week, The Journal relates.
Seadrill Ltd pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on February 17, 2021, and carries
Moody's Ba3 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 278 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


SNOWFLAKE COMMUNITY: Files for Chapter 11 with $7.75MM in Debt
--------------------------------------------------------------
Snowflake Community Foundation has commenced a Chapter 11
bankruptcy case, disclosing debt of $7.75 million against assets of
$10.0 million.

According to the schedules, Snowflake's lone significant asset is
its 100% ownership of The Apache Railway Co., which has a current
value of $10 million.  Secured creditors, led by Capital Recovery
Group, LLC, Hackman Capital Equipment Acquisition Co., Rabin
Worldwide, Inc., and Revere Finance LLC, are owed in excess of $7
million.

The Debtor filed schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $10,000,050
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,237,396
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $516,074
                                 -----------      -----------
        TOTAL                    $10,000,050       $7,753,470

A copy of the schedules filed together with the petition is
available for free at:

         http://bankrupt.com/misc/azb15-06264_SAL.pdf

                     About Snowflake Community

Snowflake Community Foundation sought Chapter 11 protection (Bankr.
D. Ariz. Case No. 15-bk-06264) in Phoenix on May 20, 2015.  The
case is assigned to Judge Madeleine C. Wanslee.

The Sec. 341(a) meeting of creditors is scheduled for June 23,
2015.

The Debtor tapped Rob Charles, Esq., at Lewis Roca Rothgerber LLP,
in Tucson, Arizona, as counsel.


SNOWFLAKE COMMUNITY: Section 341 Meeting Scheduled for June 23
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Snowflake
Community Foundation will be held on June 23, 2015, at 12:00 p.m.
at US Trustee Meeting Room, 230 N. First Avenue, Suite 102, in
Phoenix, Arizona.

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

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

Snowflake Community Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Ariz. Case No. 15-06264) on May 20, 2015.
Ashley Poston signed the petition as director.  The Debtor
disclosed total assets of $10 million and total liabilities of $7.7
million.  Rob Charles, Esq., at Lewis Roca Rothgerber LLP serves as
the Debtor's counsel.  Judge Madeleine C. Wanslee is assigned to
the case.


SUNTECH AMERICA: Sale of Solar Assets to Deltro for $555K Okayed
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has authorized Suntech America, Inc., et
al., to sell to Deltro Electric Ltd. substantially all of the
assets used in the production of solar panels at a manufacturing
facility located at Suite F of the Goodyear One building, 3801
South Cotton Lane, Goodyear, Arizona 85338, for $555,000, free and
clear of all interests, liens, claims and encumbrances.

The Court has approved the asset purchase agreement, a copy of
which is available for free at http://is.gd/tYAh5L

Robert Moon, the Debtors' Chief Restructuring Officier, said in a
declaration filed on May 7, 2015, that Suntech Arizona has no use
for the Assets -- which consist primarily of equipment used to
manufacture PV modules -- because it ceased all manufacturing
operations at the Goodyear Facility more than two years ago.  "So
long as the Debtors own the Assets they must maintain the lease at
the Goodyear Facility.  Once the Debtors consummate the Sale, they
can reject such lease and such rejection will eliminate further
administrative liability with respect to such lease for the benefit
of the Debtors' estates and stakeholders," Mr. Moon stated.

The Debtors received no objections or responses to the relief
requested in the sale motion.

                       About Suntech America

Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015.  Judge Christopher S. Sontchi presides
over the case.

Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel.  Upshot
Services LLC is the Debtors' claims and noticing agent.

The Debtors estimated their assets at between $100 million and
$500 million, and their debts at between $100 million and $500
million.

Headquartered in San Francisco, California, Suntech America, aka
Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.


SUNVALLEY SOLAR: Reports $34,200 Net Loss in First Quarter
----------------------------------------------------------
Sunvalley Solar, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $34,200 on $926,000 of revenues for the three months ended March
31, 2015, compared to a net loss of $214,000 on $2,048 of revenues
for the same period in 2014.

As of March 31, 2015, the Company had $6.34 million in total
assets, $5.78 million in total liabilities and $561,000 in total
stockholders' equity.

"We will require substantial additional financing in the
approximate amount of $4,500,000 in order to execute our business
expansion and development plans and we may require additional
financing in order to sustain substantial future business
operations for an extended period of time.  We currently do not
have any firm arrangements for financing and we may not be able to
obtain financing when required, in the amounts necessary to execute
on our plans in full, or on terms which are economically feasible.
If we are unable to obtain the necessary capital to pursue our
strategic plan, we may have to reduce the planned future growth of
our operations," the Company said in the report.

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

                        http://is.gd/5xNm3h

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $1.28 million on $3.31
million of revenues for the year ended Dec. 31, 2014, compared with
net income of $764,000 on $4.09 million of revenues for the year
ended Dec. 31, 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 has an accumulated deficit of $3.65 million, which raises
substantial doubt about its ability to continue as a going concern.


TECHNOLOGY SPECIALISTS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Technology Specialists, Inc.
        4861 Telsa Drive, Suite B
        Bowie, MD 20715

Case No.: 15-17311

Chapter 11 Petition Date: May 21, 2015

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

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Steven L. Goldberg, Esq.
                  MCNAMEE HOSEA ET AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: sgoldberg@mhlawyers.com

                    - and -

                  James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: 301-441-2420
                  Email: jgreenan@mhlawyers.com

Total Assets: $935,669

Total Liabilities: $6.57 million

The petition was signed by Lee White, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-17311.pdf


TRACK GROUP: Shareholders Elect 3 Directors to Board
----------------------------------------------------
SecureAlert, Inc., dba Track Group held on May 19, 2015, its annual
meeting of shareholders at which Guy Dubois, David S. Boone and
Dirk Karel J. van Daele were elected as directors.

The amendment to the Company's Articles of Incorporation to change
the name of the Company to "Track Group, Inc." was approved.  The
amendment and restatement of the Company's 2012 Equity Incentive
Award Plan to increase the number of shares of common stock
authorized for issuance thereunder by the greater of 700,000 or 7%
of the issued and outstanding shares of the Company's common stock,
was also approved.

The shareholders approved, on an advisory basis, the compensation
paid to the Company's named executive officers and ratified the
appointment of Eide Bailly, LLP as the Company's independent
auditors for the fiscal year ending Sept. 30, 2015.

                         About Track Group

Track Group (formerly SecureAlert) -- http://www.trackgrp.com/--
is a global provider of customizable tracking solutions that
leverage real-time tracking data, best-practice monitoring, and
analytics capabilities to create complete, end-to-end solutions.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.9 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.9 million for the fiscal year ended Sept. 30,
2012.

As of March 31, 2015, SecureAlert had $58.3 million in total
assets, $38.9 million in total liabilities, and $19.3 million in
total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


TRIPLANET PARTNERS: Seeks Sept. 2 Extension of Plan Filing Date
---------------------------------------------------------------
TriPlanet Partners, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to further extend the time within
which it has the exclusive right to file a plan of reorganization
through and including September 2, 2015, and the time within which
it has exclusive right to solicit acceptances of the plan through
and including November 3, 2015.

A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese
& Gluck P.C., in New York, asserts that the Debtor should be
granted the requested extensions so that it will have sufficient
time to formulate and confirm a plan of reorganization.

Mr. Greene states that the Debtor has been in bankruptcy for
approximately one year.  Since the entry of the Second Exclusivity
Order, the Debtor continues to press its bankruptcy case forward,
Mr. Greene tells the Court.  The Debtor has previously resolved the
motion to dismiss filed against it by Benjamin Roberts as well as
managed to recover property for the Debtor's estate in the form of
a settlement with Moez Benanceur, whereby Moez agreed to transfer
his interest in an apartment located at 402 West Broadway, 4th
Floor, in New York, to the Debtor.  To further this process along,
the Debtor sought and received court approval to transfer the
Apartment to the Debtor so it can be sold, with the sales proceeds
to be held in escrow pending further order of the Court, and with
all liens, claims and encumbrances, including ownership interests,
attaching to the sale proceeds of the Apartment to the same extent
as previously asserted against the Apartment.

Mr. Greene further relates that now that the transfer of the
Property to the Debtor has been approved, the Debtor is in the
process of finding a buyer for the Property.  To further this goal,
the Debtor has retained Camelot Brokerage Services Corp. as its
broker.  The Debtor and Camelot have met with several interested
purchasers and the Debtor intends to enter into a contract for the
sale of the Property as soon as possible.  Upon entering into a
contract for the sale of the Property, the Debtor will file a
motion to approve the sale.  Additionally, the Debtor filed an
objection to the claim of Roberts, the Debtor's largest creditor.
The Objection is currently scheduled for an evidentiary hearing on
June 22, 2015.  However, since the filing of the Objection, counsel
to the Debtor and counsel to Roberts have been engaged in
settlement discussions to resolve the Objection and fix Roberts'
claim against the Debtor to avoid further litigation.  The Debtor
and Roberts have reached a settlement in principle, subject to
entering into a written agreement.  Upon the execution of a
settlement agreement with Roberts, the Debtor will seek this
Court's approval of the settlement agreement.

Mr. Greene adds that the sale of the property coupled with the
resolution of Roberts' claim were the two issues that have
prevented the Debtor from filing a plan.  Once the Property is sold
and Roberts' claim is settled, the Debtor believes it can file a
plan of reorganization soon thereafter, Mr. Greene tells the Court.
However, because of the fact that the sale process and the
settlement discussions are still ongoing, the Debtor must request
an additional extension of its Exclusive Periods, Mr. Greene says.

The Debtor's Motion is scheduled for hearing on June 8, 2015 at
10:00 a.m.

The Debtor is represented by:

         A. Mitchell Greene, Esq.
         ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C.
         875 Third Avenue
         New York, NY 10022
         Tel: (212)603-6399
         Fax: (212)956-2164
         Email: amg@robinsonbrog.com

                     About Triplanet Partners

Triplanet Partners LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014.  Sophien
Bennaceur signed the petition as manager.  The Debtor disclosed
$19.9 million in assets and $33.7 million in liabilities.  Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C., serves as the Debtor's counsel.  Judge Robert D.
Drain oversees the case.

No official committee of unsecured creditors has been appointed in
the case.

The Court entered an order extending until Oct. 15, 2014,
Triplanet Partners, LLC's time to assume or reject a non-
residential real property lease with Regus Management Group.


UNIVERSAL BIOENERGY: Shareholders, Board Approve Restructuring
--------------------------------------------------------------
By written consent of the holders of a majority of the voting
shares of Universal Bioenergy, and by unanimous written consent of
all the directors of Universal Bioenergy, the majority of the
shareholders and the Board of Directors approved the
reorganization, restructuring and recapitalization of the
Corporation, which includes the issuance of new classes of Common
and Preferred Stock to improve the Corporations capital structure,
according to a document filed with the Securities and Exchange
Commission.

The Board of Directors will have the full right and authority to
increase, decrease, approve and effect a forward stock split, a
reverse stock split, change the par value, or otherwise change the
authorized and outstanding shares of Common Stock and Preferred
Stock, without any further Shareholder action or approval.  The
Board of Directors will have the full right and authority  to issue
and divide those shares, at any time and from time to time, into
one or more classes, or series or both, as the Board may delegate,
and to determine for any such class or series its designations,
registration rights, voting rights, delegations, preferences and
privileges, including without limitation, conversion rights.

                Corporate Governance and Management

By the written consent of the olders of a Majority of the voting
shares Of Universal Bioenergy, Inc., dated May 11, 2015, the
Company approved the election, appointment and reconfirmation of
the following members to the Board of Directors of the
Corporation:

   Vince M. Guest - director - (returning member)
   Solomon Ali - director - (returning member)

The Members indicated will hold office until the next annual
shareholders' meeting or otherwise in accordance with the
Corporations Bylaws, and will have the authority to perform all
those duties in the management of the corporation as may be
required by the Articles of Incorporation, the Bylaws or by
resolution of the Board of Directors of the corporation.

Kenneth L. Harris - chief operations officer

Kenneth L. Harris was appointed as chief operations officer on
March 26, 2015.  Mr. Harris was hired and appointed as COO by Vince
M. Guest, president and CEO, based on the authority granted to him
by the Board of Directors.  Mr. Harris will be responsible for
managing the hands-on operational aspects of Universal Bioenergy,
its subsidiaries, affiliates, and partnerships and assist the CEO
in the aggressive and successful growth of the Company.  Mr. Harris
previously served as president and CEO of NDR Energy Group LLC, a
subsidiary of the Company since April 1, 2011. Ken has 22 years of
experience as an Attorney; with experience in business operations,
management, negotiations of NAESB supply and purchase contracts,
business development, regulatory compliance and organizational
development.  Mr. Harris has worked as an Attorney with a legal
practice covering business transactions, tort litigation, criminal
law, personal injury, and sports agency management.  He also serves
as a Founder / Partner with the law firm of Ken Harris and
Associates.  Previously he worked as a Founding Partner for Todd,
Parham, Harris and Dixon, a Founding Partner for Harris and
Drummond, an Associate with Hoover and Williams, an Associate with
Wishart, Norris, Henninger & Pittman Associates.  Ken received a
B.A. in Political Science, and a Juris Doctorate from the
University of North Carolina at Chapel Hill.

Rickey Hart - vice president of Business Development - Western
Region

Rickey Hart was appointed as vice president of Business Development
of the Western Region on March 26, 2015.  Mr. Hart will responsible
for the development and performance of all sales activities in the
Western Region of the U.S.  Mr. Hart will direct a sales team and
provide leadership towards the achievement of maximum profitability
and growth for the Company.  Mr. Hart will also establish plans and
strategies to expand the customer base and contribute to the
development of training of the Sales Managers and Sales Support
staff.  Mr. Hart previously served as vice president of Business
Development for NDR Energy Group LLC. He has over 25 years of
professional experience; which includes 16 years in the oil and gas
industry.  His industry experience covers operations, marketing,
and business development, negotiations of NAESB supply and purchase
contracts, sales of natural gas, propane, lubricants, and related
energy services.  He has also developed new markets for products,
sales of pipeline transmission capacity, managed sales teams, and
sales and promotions programs for many companies during his career.
In his role as Vice President of Business Development, Mr. Hart
will not serve as an official Corporate Officer for the Company.

Gina Roy - vice president of Business Development - Eastern Region

Gina Roy was appointed as vice president of Business Development of
the Eastern Region on March 26, 2015.  Ms. Roy will responsible for
the development and performance of all sales activities in the
Eastern Region of the U.S.  Ms. Roy will direct a sales team and
provide leadership towards the achievement of maximum profitability
and growth in line with the Company vision and values.  Ms. Roy
will also establish plans and strategies to expand the customer
base and contribute to the development of training of the Sales
Managers and Sales Support staff.  Ms. Roy previously served as
Operations Manager for NDR Energy Group LLC, where she was
responsible for customer sales, daily operations, business
development and managing supplier relationships.  In her role as
Vice President of Business Development, Ms. Roy will not serve as
an official Corporate Officer for the Company.

        Amendments to Articles of Incorporation or Bylaws;
                       Change in Fiscal Year


On May 12, 2015, the Company filed with the Nevada Secretary of
State a Certificate of Amendment to the Company's Articles of
Incorporation.  The Amendment was approved by a Unanimous Written
Consent of all the  Directors of  Universal Bioenergy, Inc., on May
11, 2015, pursuant to the authority granted them by a "Written
Consent Of The Holders Of A Majority Of The Voting Shares Of
Universal Bioenergy, Inc.", dated May 11, 2015, which  granted to
the Board of Directors the full right and authority to increase or
otherwise change the authorized shares of Common Stock and
Preferred Stock.  The Amendment incorporated the following
changes:

  a. Increased the number of authorized shares of the
     Corporation's common stock from 3,000,000,000 to a total of  

     6,500,000,000 shares with a par value of $0.0001 per share.

                Corporate Reports and SEC Filings

Universal is working with its accountants and auditors to  complete
all of the Company's financial statements, annual and quarterly
reports to be filed with the SEC.  The Company in conjunction with
its accountants, independent auditors and legal counsel, intends to
review and update all of its financial records and related
documentation  to bring them  current for filing with the SEC to
ensure the Company is in full compliance with GAAP and SEC
guidelines.  The Company believes, the updated records should have
a very positive effect on the Company and may bring added value for
its shareholders.


                   Whitesburg Friday Branch Mine

On May 11, 2015, by Written Consent Of The Holders Of A Majority Of
The Voting Shares Of Universal Bioenergy, the Majority of the
Shareholders granted to the Board of Directors the full right and
authority to sell, convey, assign, set over and/or transfer all or
substantially all the Corporations ownership/equity  member
interests in the property and assets of the Whitesburg Friday
Branch Mine LLC, a Kentucky Limited Liability Company without any
further Shareholder action or approval.

On May 11, 2015, by Unanimous Written Consent of all the  Directors
of  Universal Bioenergy, the Board approved a resolution to sell,
convey, assign, set over or transfer all or substantially all the
Corporations ownership/equity member interests in the property and
assets of the Whitesburg Friday Branch Mine LLC, a Kentucky Limited
Liability Company.  The Board of Directors has not made a
determination to sell or otherwise dispose of "Whitesburg" at this
time.

          Completes Stock Repurchase from Global Energy Group

On Oct. 21, 2014, the Company approved a Stock Purchase Agreement
between the Company and Global Energy Group LLC, an affiliated
party, whereby the Company re-purchased 475,000,000 shares of the
Company's common stock from that party in a private transaction.
The Company subsequently cancelled the shares of common stock and
returned them to the Corporate treasury.  The repurchase
demonstrates the Company's strong confidence in the long-term
growth prospects of the Company, and the Company's commitment to
return value to its shareholders.  The purchase price for the
475,000,000 million shares included 2,375,000 restricted Series A
Preferred shares of stock and $50,000 in cash consideration.  On
March 6, 2015, the Company issued 2,375,000 restricted shares of
its Series A Preferred Stock to Global Energy Group with each share
having a stated value of $1.60, which shares have a total stated
value equal to the sum of $3,800,000.  The preferred shares granted
to the shareholder are irrevocable and the shareholder is granted
full rights, title and interests in the "shares", on
Oct. 21, 2014.  The preferred shares pay an annual cash dividend in
the amount of 15% or $0.24 for each preferred share of stock held
by the shareholder.  The dividend payments shall be paid on a
quarterly basis beginning on the last day of the first calendar
quarter.

          Greenwood Finance Group LLC Acquires Promissory Notes

It was reported to the Company, on or around May 18, 2015, by
Solomon Ali the Company's senior vice president and a director,
that in the month January 2015, Greenwood Finance Group LLC, (a
subsidiary of Revolutionary Concepts Inc.), acquired a portfolio of
9 of the Company's Promissory Notes, with a principal amount of
approximately $150,660 from various Note Holders of the Company in
a non-public, private transaction directly from the individual Note
Holders.  All of the Promissory Notes are over six months old, have
the option to convert them into common stock of the Company and are
disclosed in the Company's filings with the SEC. Solomon Ali is
also senior vice president and a director of Revolutionary Concepts
Inc., and was appointed as  Corporate Secretary for Greenwood
Finance in March of 2015.  Due to the fact that Solomon Ali is an
officer and director of Universal Bioenergy Inc., and is also an
officer and director of Revolutionary Concepts Inc., and its
subsidiary Greenwood Finance Group, therefore Greenwood may be
deemed to be an affiliate of the Company.

Therefore, in the event Greenwood elected to convert its Notes to
common stock of the Company it would be subject to the limitations
of Rule 144 on sales of any of its stock.  The restrictions on the
sales of restricted stock per Rule 144 include  holding the stock
for a minimum of six months after issuance, (subject to the
issuance date and the holding period for the  Notes, and it would
therefore be limited to selling an amount equal to 1% of the
Company's issued and outstanding shares every 90 days.  When and if
it did decide to sell any of its stock, the federal securities laws
require them to file a Form 144, (Notice of Proposed Sale of
Securities), notifying the SEC of their intent to sell any of its
stock in accordance with the Rule 144 guidelines and limitations.

It was reported to the Company, that in the event Greenwood Finance
Group, elected to convert the Notes to common stock of the Company,
Solomon Ali in his role as Secretary of Greenwood, could be (but
not necessarily be), involved in managing, supervising or otherwise
coordinating the process of the conversion the Notes to our common
stock and possibly selling them in either in a non-public private
transaction or in  open market transaction(s). Due to potential
conflicts of interests, (in the event Greenwood elects to convert
the Notes to common stock), Solomon Ali may or may not, formally
elect to recuse himself from any direct or indirect involvement in
the process of managing, supervising or coordinating the conversion
of, and the selling of the Notes, and direct that Greenwood have
that process managed by an independent third party.  

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


UNIVERSAL COOPERATIVES: June 23 Hearing to Extend Removal Period
----------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware is set to hold a hearing on
June 23 to consider Universal Cooperatives Inc.'s request to extend
the deadline to remove lawsuits to September 8.

                About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.


VIGGLE INC: Prices Public Offering of 3.6 Million Common Shares
---------------------------------------------------------------
Viggle Inc. announced the pricing of its underwritten public
offering of 3,626,179 shares of its common stock at a public
offering price of $2.50 per share, resulting in gross proceeds of
approximately $9,065,447.

The offering is expected to close on May 28, 2015, subject to the
satisfaction of customary closing conditions.  The company has also
granted the underwriters a 45-day option to purchase up to 543,927
additional shares of common stock to cover over-allotments, if
any.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc. is acting as sole book-running manager for
the proposed offering.

On May 22, 2015, Viggle entered into an underwriting agreement with
Ladenburg Thalmann and Co., Inc., as underwriter, pursuant to which
the Company agreed to issue and sell up to 4,170,106 shares  of the
Company's Common Stock, par value $0.001 per share, at a public
offering price of $2.50 per share.

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.

As of March 31, 2015, the Company had $70.9 million in total
assets, $54.6 million in total liabilities, $11.4 million in series
C convertible redeemable preferred stock, and $4.87 million in
total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


VISCOUNT SYSTEMS: Reports C$121,000 Net Income in First Quarter
---------------------------------------------------------------
Viscount Systems, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to common stockholders of C$121,157 on C$1.32 million
of sales for the three months ended March 31, 2015, compared to a
net loss attributable to common stockholders of C$1.81 million on
C$937,000 of sales for the same period last year.

As of March 31, 2015, the Company had C$1.71 million in total
assets, C$3.91 million in total liabilities and a C$2.21 million
total stockholders' deficit.

"The Company has an accumulated deficit of C$12,540,379 and
reported an operating loss for the three months ended March 31,
2015 of C$481,530.  The ability to sustain the current level of
operations is dependent on growing sales and achieving profits.
These factors raise substantial doubt about the ability of the
Company to continue operations as a going concern," the Company
states in the report.
    
A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/BucpSf

                      About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

Viscount Systems reported a net loss and comprehensive loss of
C$991,000 on C$4.76 million of sales for the year ended Dec. 31,
2014, compared to a net loss and comprehensive loss of C$3.08
million on C$4.13 million of sales in 2013.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has incurred losses in developing its business, and further
losses are anticipated in the future.  The Company requires
additional funds to meet its obligations and the costs of its
operations and there is no assurance that additional financing can
be raised when needed.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.


WALTER ENERGY: Debt Trades at 45% Off
-------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 55.00 cents-on-the-
dollar during the week ended Friday, May 22, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 3.33
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018, and
carries Moody's Ca rating and Standard & Poor's D rating.  The loan
is one of the biggest gainers and losers among 278 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


WEST CORP: Stockholders Elect 3 Board Members
---------------------------------------------
At West Corporation's 2015 annual meeting of stockholders held on
May 15, 2015, the stockholders of the Company: (i) elected Lee
Adrean, Michael A. Huber and Soren L. Oberg to serve as directors
for a three-year term; (ii) ratified the appointment of Deloitte &
Touche LLP as the Company's independent registered public
accounting firm for the year ending Dec. 31, 2015; and (iii) on an
advisory basis, voted in favor of the compensation of the Company's
named executive officers.

                        About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with
services that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corp reported net income of $158 million in 2014 following
net income of $143 million in 2013.

As of March 31, 2015, the Company had $3.54 billion in total
assets, $4.19 billion in total liabilities, and a $648 million
total stockholders' deficit.

                         Bankruptcy Warning

"Our failure to comply with these debt covenants may result in an
event of default which, if not cured or waived, could accelerate
the maturity of our indebtedness.  If our indebtedness is
accelerated, we may not have sufficient cash resources to satisfy
our debt obligations and we may not be able to continue our
operations as planned.  If our cash flows and capital resources are
insufficient to fund our debt service obligations and keep us in
compliance with the covenants under our Amended Credit Agreement or
to fund our other liquidity needs, we may be forced to reduce or
delay capital expenditures, sell assets or operations, seek
additional capital or restructure or refinance our indebtedness
including the notes.  We cannot ensure that we would be able to
take any of these actions, that these actions would be successful
and would permit us to meet our scheduled debt service obligations
or that these actions would be permitted under the terms of our
existing or future debt agreements, including our Senior Secured
Credit Facilities and the indenture that governs the notes.  The
Amended Credit Agreement and the indenture that governs the notes
restrict our ability to dispose of assets and use the proceeds from
the disposition.  As a result, we may not be able to consummate
those dispositions or use the proceeds to meet our debt service or
other obligations, and any proceeds that are available may not be
adequate to meet any debt service or other obligations then due.

If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     March 31, 2015.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WESTMORELAND COAL: Stockholders Elect 8 Directors
-------------------------------------------------
The Westmoreland Coal Company held its annual meeting of
stockholders on May 19, 2015, at which the stockholders:

   (a) elected Keith E. Alessi, Terry Bachynski, Gail E. Hamilton,
       Michael G. Hutchinson, Richard M. Klingaman, Craig R.
       Mackus, Jan B. Packwood and Robert C. Scharp as directors
       to serve for a one-year term;

   (b) approved, on an advisory basis, the compensation of the
       Company's executive officers;

   (c) ratified the appointment by the Audit Committee of Ernst &
       Young LLP as principal independent auditor for fiscal year
       2015;

   (d) approved amendments to the Company's Certificate of
       Incorporation; and

   (e) did not approved a proposal for the Board of Directors of
       the Company to adopt a proxy access bylaw.

In light of the stockholder vote in 2011, the Company has
determined that it will hold a non-binding advisory vote to approve
the Company's compensation of its named executive officers as
disclosed in its annual meeting proxy statement every year until it
next holds a non-binding stockholder advisory vote on the frequency
with which the Company should hold future say-on-pay votes, which
is required at least every six years and as such the next vote will
appear in the 2017 proxy statement.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.

As of March 31, 2015, Westmoreland Coal had $1.82 billion in total
assets, $2.21 billion in total liabilities, and a $389 million
total deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.


WIDEOPENWEST FINANCE: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Englewood, Colo.-based WideOpenWest
Finance LLC (WOW).  The outlook is stable.

At the same time, S&P affirmed the 'B' issue-level rating, with a
'3' recovery rating, on the company's senior secured debt.  The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; higher end of the range) recovery in the event of a
payment default.

S&P also affirmed the 'CCC+' issue-level ratings, with a '6'
recovery rating, on the company's senior unsecured and subordinated
debt.  The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.

S&P removed all ratings from CreditWatch, where it placed them with
negative implications on April 8, 2015.

"The affirmation reflects the company's repricing of its term loan
B and term loan B-1 to a spread of LIBOR plus 350 basis points from
375 basis points, and the use of proceeds from its recent asset
sale to pay down $150 million of senior secured term loans," said
Standard & Poor's credit analyst Eric Nietsch.  "The covenants were
also revised with the repricing," he added.

The outlook is stable and reflects S&P's expectation for modest
revenue growth and for EBITDA margins to remain in the mid-30% area
over the next year, despite competitive pressures, although S&P do
not believe leverage improvement will be sufficient to warrant an
upgrade in the near term.

S&P could lower the ratings if the company's margins were to
deteriorate as the result of higher programming costs and
subscriber losses, resulting in leverage increasing above 7.5x, or
if EBITDA coverage of interest expense falls below 1.5x.  S&P could
also lower the rating if aggressive competition results in price
compression and higher churn, which causes sustained free operating
cash flow deficits.

S&P could raise the rating if the company maintained leverage below
5.5x and S&P believed it could sustain that level.  However, even
in that scenario, upgrade prospects are constrained by S&P's view
of WOW's private-equity owners' financial policy.



WIRECO WORLDGROUP: Moody's Lowers CFR to B3, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
WireCo WorldGroup Inc., a global manufacturer and seller of wire
and synthetic ropes, cables, and other related products, to B3 from
B2 and its Probability of Default Rating to B3-PD from B2-PD. In
addition, the ratings on the senior secured bank credit facility
was downgraded to Ba3 from Ba2 and the senior unsecured notes were
downgraded to Caa1 from B3. The rating outlook was revised to
negative from stable.

The following rating actions were taken:

  -- Corporate Family Rating downgraded to B3 from B2;

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

  -- Senior Secured Bank Credit Facility due 2017 downgraded to
     Ba3, LGD2 from Ba2, LGD2; and,

  -- Senior Unsecured Notes due 2017 downgraded to Caa1, LGD5
     from B3, LGD5.

  -- Speculative Grade Liquidity assessment was lowered to SGL-3.

  -- The rating outlook was revised to negative from stable.

The downgrade of WireCo's Corporate Family Rating to B3 from B2
results from weakening operating performance, the expectation that
credit metrics will deteriorate in 2015, and that the cushion in
WireCo's existing financial covenants will narrow considerably in
2015. Also, Moody's note that all of the company's debt matures in
2017. Despite incorporating Moody's expectations for some balance
sheet debt reduction, Moody's anticipate WireCo will remain highly
leveraged over the next 12-to-18 months given weak end market
demand. Moody's project adjusted debt-to-EBITDA will be over 7.0x.
For the trailing twelve months ending March 31, 2015, adjusted
EBITDA was negatively impacted from ongoing weakness in its oil and
gas, industrial and mining end markets, unfavorable foreign
currency translation and softness in some of its key geographical
regions. WireCo has instituted cost structure initiatives in
response to challenging end market conditions. However, the
expected savings will not be enough to offset the earnings
deterioration expected from operational weakness and FX headwinds
in Moody's view. Furthermore, Moody's believe earnings
deterioration will stress WireCo.'s financial covenants in 2015.
Adjusted EBITA to interest coverage was below 1.2x at March 31,
2015. Moody's expect this metric will remain weak in 2015.

WireCo ratings benefit from its leading market share in providing
high-tension steel and synthetic ropes and wire. The company's
market position as well as its end market, geographical and
customer diversification are credit strengths. Moody's also
recognize WireCo's global footprint also as a key credit strength.
WireCo derives approximately 60% of its revenues from outside of
the U.S., providing geographic diversity and lessening reliance on
any single economy. The oil and gas end market represents
approximately 25% of total revenues and generally contributes a
good source of recurring revenue given the short replacement cycle
for rig lines. However, rig counts have declined sharply and demand
for the required specialized steel and synthetic ropes have fallen
dramatically as well. Positively, the construction sector, which is
the main driver for cranes, is continuing to improve at a modest
rate in the United States.

WireCo's SGL-3 speculative grade liquidity rating reflects an
adequate liquidity profile, primarily due to the weakening cushion
in the company's financial covenants when accounting for Moody's
expectation of deteriorating earnings. Liquidity is supported by
its $145 million revolving credit facility due February 2017, of
which approximately $86 million was available at March 31, 2015,
and cash balance of approximately $45 million. Cash and cash
equivalents held by foreign subsidiaries were $39.7 million.
Moody's expect that the company will generate minimal free cash
flow over the next 12 to 18 months. Revolver availability should be
sufficient to meet any potential shortfall in operating cash flow
to cover its working capital and capital expenditure needs;
however, financial covenants metrics are expected to weaken in
2015, leaving little cushion under the existing credit facility. At
March 31, 2015, the company was in compliance with their financial
covenants. All of the company's debt matures in 2017.

The negative rating outlook reflects Moody's view that operating
performance will deteriorate in 2015 which will stress key credit
metrics and reduce WireCo's financial flexibility. It also reflects
Moody's expectation that the cushion in the company's existing
financial covenants will weaken considerably in 2015.

Moody's indicated that a return to stable outlook would be
predicated upon the strengthening of WireCo's key end markets which
would lead to improved operating performance. In addition, adjusted
EBITA-to-interest would need to be consistently above 1.2x and
adjusted debt-to-EBITDA would need to be closer to 6.0x with the
prospect of sustainability. Improved liquidity with the expectation
that the company would be operating with adequate cushion in its
financial covenant metrics would also be required for a stable
outlook.

A downgrade could occur should WireCo's operating performance be
strained for a prolonged period such that adjusted
EBITA-to-interest expense would be below 1.0x and adjusted
debt-to-EBITDA would be above 6.5x for a sustained period. A breach
of its financial covenants or a distressed exchange would also
cause a downgrade. Lastly, over the longer term, any debt-financed
acquisitions or large dividends, absent a commensurate improvement
in operating performance, could be a cause for downgrade.

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

WireCo WorldGroup, Inc., headquartered in Kansas City, MO, is a
leading global manufacturer and seller of wire ropes, high-tech
synthetic ropes, electromechanical cable, and other related
products. The company sells into diverse industries including
infrastructure, industrials, oil and gas, mining, and marine and
fishing. Paine and Partners, LLC, through its respective
affiliates, owns about 85% and management owns the remaining 15% of
WireCo. Revenues for the twelve months ending March 31, 2015,
totaled approximately $827 million.


[^] BOND PRICING: For the Week From May 18 to 22, 2015
------------------------------------------------------
  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Allen Systems
  Group Inc             ALLSYS  10.500    24.000     11/15/2016
Alpha Natural
  Resources Inc         ANR      6.000    15.790       6/1/2019
Alpha Natural
  Resources Inc         ANR      9.750    22.775      4/15/2018
Alpha Natural
  Resources Inc         ANR      6.250    15.472       6/1/2021
Alpha Natural
  Resources Inc         ANR      7.500    24.750       8/1/2020
Alpha Natural
  Resources Inc         ANR      3.750    22.000     12/15/2017
Alpha Natural
  Resources Inc         ANR      4.875    16.500     12/15/2020
Alpha Natural
  Resources Inc         ANR      7.500    36.000       8/1/2020
Alpha Natural
  Resources Inc         ANR      7.500    25.125       8/1/2020
Altegrity Inc           USINV   14.000    35.500       7/1/2020
Altegrity Inc           USINV   13.000    35.125       7/1/2020
Altegrity Inc           USINV   14.000    35.000       7/1/2020
American Eagle
  Energy Corp           AMZG    11.000    32.000       9/1/2019
American Eagle
  Energy Corp           AMZG    11.000    32.750       9/1/2019
Arch Coal Inc           ACI      7.000    18.923      6/15/2019
Arch Coal Inc           ACI      9.875    21.500      6/15/2019
Arch Coal Inc           ACI      7.250    30.600      10/1/2020
Arch Coal Inc           ACI      7.250    18.000      6/15/2021
Arch Coal Inc           ACI      8.000    31.000      1/15/2019
Arch Coal Inc           ACI      8.000    31.125      1/15/2019
BPZ Resources Inc       BPZR     8.500    25.500      10/1/2017
Black Elk Energy
  Offshore Operations
  LLC / Black Elk
  Finance Corp          BLELK   13.750    48.986      12/1/2015
Caesars Entertainment
  Operating Co Inc      CZR     10.000    21.375     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    40.310       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.750    27.000       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    21.438      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    21.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    40.375      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR      5.750    12.500      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    21.250     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    21.250     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    21.125     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    26.500       2/1/2016
Cal Dive
  International Inc     CDVI     5.000    10.625      7/15/2017
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Chassix Holdings Inc    CHASSX  10.000     5.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    25.250     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    28.625     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    28.625     11/15/2017
Dendreon Corp           DNDN     2.875    73.500      1/15/2016
Endeavour
  International Corp    END     12.000    20.000       3/1/2018
Endeavour
  International Corp    END     12.000     1.000       6/1/2018
Endeavour
  International Corp    END     12.000     8.750       3/1/2018
Endeavour
  International Corp    END     12.000     8.750       3/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive Holdings
  Co LLC                TXU      8.175     0.550      1/30/2037
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     5.250      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU     10.000     5.375      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU      6.875     0.384      8/15/2017
Exide Technologies      XIDE     8.625     1.000       2/1/2018
Exide Technologies      XIDE     8.625     1.000       2/1/2018
FBOP Corp               FBOPCP  10.000     1.843      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.879       4/2/2018
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
GT Advanced
  Technologies Inc      GTAT     3.000    30.500      10/1/2017
Gevo Inc                GEVO     7.500    55.375       7/1/2022
Gymboree Corp/The       GYMB     9.125    45.500      12/1/2018
Hercules Offshore Inc   HERO    10.250    35.000       4/1/2019
Hercules Offshore Inc   HERO    10.250    34.500       4/1/2019
James River Coal Co     JRCC     3.125     0.250      3/15/2018
Las Vegas Monorail Co   LASVMC   5.500     0.010      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      4.000     9.125      4/30/2009
Lehman Brothers
  Holdings Inc          LEH      5.000     9.125       2/7/2009
MF Global Holdings Ltd  MF       6.250    32.750       8/8/2016
MF Global Holdings Ltd  MF       1.875    17.750       2/1/2016
MF Global Holdings Ltd  MF       3.375    32.000       8/1/2018
MF Global Holdings Ltd  MF       9.000    17.750      6/20/2038
MModal Inc              MODL    10.750    10.125      8/15/2020
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    35.000      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    35.000      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    34.750      5/15/2018
Molycorp Inc            MCP      6.000     2.985       9/1/2017
Molycorp Inc            MCP      3.250     3.000      6/15/2016
Molycorp Inc            MCP      5.500    16.000       2/1/2018
NII Capital Corp        NIHD     7.625    28.250       4/1/2021
NII Capital Corp        NIHD    10.000    44.000      8/15/2016
OMX Timber Finance
  Investments II LLC    OMX      5.540    19.000      1/29/2020
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Quicksilver
  Resources Inc         KWKA     9.125    14.500      8/15/2019
Quicksilver
  Resources Inc         KWKA    11.000    15.000       7/1/2021
RAAM Global Energy Co   RAMGEN  12.500    22.500      10/1/2015
RadioShack Corp         RSH      6.750     5.063      5/15/2019
RadioShack Corp         RSH      6.750     2.778      5/15/2019
RadioShack Corp         RSH      6.750     2.778      5/15/2019
Sabine Oil & Gas Corp   SOGC     7.250    25.500      6/15/2019
Sabine Oil & Gas Corp   SOGC     9.750    19.000      2/15/2017
Sabine Oil & Gas Corp   SOGC     7.500    26.375      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    24.125      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    24.125      9/15/2020
Samson Investment Co    SAIVST   9.750     9.250      2/15/2020
Saratoga Resources Inc  SARA    12.500    10.500       7/1/2016
TMST Inc                THMR     8.000    12.650      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    15.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    15.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    15.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    14.500      11/1/2016
US Shale Solutions Inc  SHALES  12.500    49.500       9/1/2017
US Shale Solutions Inc  SHALES  12.500    52.000       9/1/2017
Venoco Inc              VQ       8.875    36.000      2/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    48.900      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    48.750      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    48.750      1/15/2019
Walter Energy Inc       WLT      9.875     4.650     12/15/2020
Walter Energy Inc       WLT      8.500     7.770      4/15/2021
Walter Energy Inc       WLT      9.875     4.381     12/15/2020
Walter Energy Inc       WLT      9.875     4.381     12/15/2020


                            *********

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,
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The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

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Troubled Company Reporter is a daily newsletter co-published
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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