TCR_Public/150529.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 29, 2015, Vol. 19, No. 149

                            Headlines

22 FISKE PLACE: Voluntary Chapter 11 Case Summary
315 W 35TH: Proposes to Sell New York Building
800 BUILDING: Plans June 8 Auction to Top $20.7-Mil. Bid
AAR CORP: Moody's Withdraws Ba3 Ratings
ALTICE US: Moody's Assigns 'B3' Corporate Family Rating

ALVION PROPERTIES: Files Ch. 11, Says Property Worth $5.9 Billion
AMEREJUVE INC: Court Declines to Terminate Chapter 11 Trustee
AMERICAN EAGLE: Files Schedules of Assets and Liabilities
AMERICAN EAGLE: Proposes July 29 Auction of Assets
AMERICAN EAGLE: Section 341(a) Meeting Slated for June 15

AMERICAN EAGLE: US Trustee Forms 7-Member Creditor's Committee
AMERICAN ENERGY PERMIAN: S&P Rates New $295MM Secured Notes CCC+
AMERICAN ENERGY WOODFORD: S&P Cuts CCR to CC on Debt Exchange
ANGLO IRISH: Bankruptcy Court Okays Sept. 11 Auction
APPLIED MINERALS: Kingdon Capital Holds 5.6% Stake as of Dec. 31

ARCH COAL: Taps Restructuring Advisers Amid Debt
ARCHDIOCESE OF ST. PAUL: Aug. 3 Set as Proofs of Claims Bar Date
ARCHDIOCESE OF ST. PAUL: Plan Filing Exclusivity Expires November
ATP OIL & GAS: Omega Natchiq Suit v. Infrastructure Dismissed
AZIZ CONVENIENCE: Wick Phillips Okayed as Transactional Counsel

BATE LAND: Joseph N. Callaway Okayed to Mediate Disputes with BLC
BEVERLEY WILSON: Suit v. Moss Dismissed for Failure to Prosecute
BG MEDICINE: Noubar Afeyan Reports 15.5% Stake as of May 12
BIRMINGHAM COAL: Case Summary & Largest Unsecured Creditors
BIRMINGHAM COAL: In Ch. 11, Seeks Approval of First Day Motions

BIRMINGHAM COAL: Proposes Jones Walker as Counsel
BIRMINGHAM COAL: Seeks to Use Regions' Cash Collateral
BTB CORPORATION: Hires Alexis Fuentes-Hernandez as Counsel
CAESARS ENTERTAINMENT: Has Until Nov. 15 to File Plan
CANBRIAM ENERGY: Moody's Rates $100MM Unsec. Add-on Notes 'Caa1'

CENTRAL FALLS, RI: Moody's Hikes 2007 GO Bonds Rating to 'Ba2'
CHARTER COMMUNICATIONS: Moody's Reviews 'Ba3' CFR for Upgrade
CHESAPEAKE ENERGY: S&P Retains 'BB+' Rating on Sr. Unsecured Debt
CJB HOLDING & TRUST: Voluntary Chapter 11 Case Summary
CLOUDEEVA INC: First Tek's $7.55M Bid Wins April Auction

CONGREGATION BIRCHOS: Court Sets June 19 as Claims Bar Date
CRYOPORT INC: Amends 1.9 Million Common Shares Prospectus
CUE & LOPEZ: Court Won't Close Bankr. Case Just Yet
DAE AVIATION: S&P Puts 'B' CCR on CreditWatch Negative
DARLING INGREDIENTS: Moody's Alters Ratings Outlook to Negative

DEWEY & LEBOEUF: Prosecutor Alleges Defunct Firm Cooked Books
DISTRICT AT MCALLEN: Wants Court to Abate Decision on Petition
DORAL FINANCIAL: Judge Approves Sale of Insurance Unit
EASTERN HILLS: Texas Judge Closes Chapter 11 Bankruptcy Case
EL PASO CHILDREN'S HOSPITAL: Has Interim OK to Use Cash

EL PASO CHILDREN'S HOSPITAL: Patient Info Privacy Protocol OK'd
ENDICOTT INTERCONNECT: Court Dismisses EI Transportation's Case
EQUESTRIAN PROPERTY: Case Summary & 10 Top Unsecured Creditors
ERNESTO MELENDEZ-PEREZ: Awarded $15,641 in Damages
ERNESTO MELENDEZ-PEREZ: Chapter 11 Plan Confirmed

FAMILY CHRISTIAN: Seeks Oct. 9 Extension of the Plan Filing Date
FL 6801 SPIRITS: Wins Confirmation of Full-Payment Plan
FREESEAS INC: Has Deal for Financing of Vessel Acquisition
FTS INTERNATIONAL: S&P Lowers CCR to 'B-', Outlook Stable
GARLOCK SEALING: Settles Asbestos Claims; File Reorganization Plan

GASTAR EXPLORATION: Moody's Alters Outlook to Stable
GENERAL MOTORS: Bankr. Judge Grants Stay of Ignition Switch Suits
GOLD RIVER: Court Approves Keller Williams as Real Estate Broker
GOLDEN LAND: Judge Set to Confirm Sale-Based Plan
GREEN AUTOMOTIVE: Appoints 2 Directors to Board

GREEN PLAINS: Moody's Affirms 'B2' Corporate Family Rating
HERCULES OFFSHORE: Stockholders Elect 2 Class I Directors
HORIZON LINES: Has 40.7 Million Outstanding Common Stock
HORNED DORSET: Proposes General Manager as Representative
ICP STRATEGIC: Liquidators Sue Barclays for $80-Mil.

IMRIS INC: Expects to Complete Sale in Late Summer
IMRIS INC: Files for Ch. 11 with Deal to Sell to Deerfield
IMRIS INC: Proposes Key Employee Retention Plan
IMRIS INC: Wants Until July 24 to File Schedules & Statements
INTELLIPHARMACEUTICS INT'L: Gets FDA Fast Track Designation

INTELLIPHARMACEUTICS INT'L: Plans to Buy Real Property in Canada
INTERNET BRANDS: New $100MM Loan No Impact on Moody's Ratings
IT LLC: Chapter 7 Case Dismissed Due to Unauthorized Filing
JAGUAR MINING: Amends 2014 Fiscal Year Report
JAMES GALLAGHER INC: Voluntary Chapter 11 Case Summary

JAMMIN JAVA: Squar Milner Expresses Going Concern Doubt
KAREN MILLER: Confirmation of Third Amended Plan Denied
KARMALOOP INC: Names Seth Haber as CEO
KASPER LAND: Court Enters Final Decree Closing Case
KEMET CORP: Enters Into Third Supplemental Indenture

KENNETH RODERICK ANDERSON: 10th Cir. Won't Hear Appeal
KIOR INC: Parties Question Viability of Reorganization Plan
KNOLL INC: S&P Affirms 'BB' CCR, Outlook Stable
LAND O' LAKES: Fitch Assigns 'BB' Rating on Jr. Sub. Securities
LIBERTY HARBOR: Court Confirms Reorganization Plan

LIFE PARTNERS: Ch. 11 Trustee Proposes Sept. 30 Claims Bar Date
LIFE PARTNERS: Units' Cases Jointly Administered with Parent
LIGHTSQUARED INC: Harbinger Suit Against Ergen et al. Tossed
LONESTAR GEOPHYSICAL: Employs McAfee & Taft as Ch. 11 Counsel
LONESTAR GEOPHYSICAL: Seeks to Use Frontier State Cash Collateral

MICRO HOLDING: S&P Retains 'B' Rating on First-Lien Term Loan
MMRGLOBAL INC: RHL Group Buys 40 Million Common Shares
MOTORS LIQUIDATION: Has $944 Million Net Assets in Liquidation
NEW YORK LIGHT ENERGY: Case Summary & 20 Top Unsecured Creditors
NEW YORK LIGHT ENERGY: Files Schedules of Assets & Debt

NEW YORK LIGHT ENERGY: Seeks to Pay $300,000 to Critical Vendors
NEW YORK LIGHT ENERGY: Solar Arrays Installer in Chapter 11
NEWSAT LIMITED: Forfeits Rights to Lockheed Martin Satellite
NORCRAFT COMPANIES: Moody's Withdraws 'B2' Corporate Family Rating
NORTEL NETWORKS: Says U.S. Creditors Shafted in $7B Allocation Plan

NUVERRA ENVIRONMENTAL: S&P Affirms 'B-' CCR, Outlook Stable
ONE LCR: Case Summary & 13 Largest Unsecured Creditors
OPTIM ENERGY: Blackstone Questions "Deemed Acceptance" in DS Order
ORANGE LAKE CONSTRUCTION: Case Summary & 3 Top Unsec. Creditors
PATRIOT COAL: Can File Schedules and Statements Until June 26

PERVASIP CORP: Rosenberg Rich Expresses Going Concern Doubt
PREGIS HOLDING: S&P Affirms 'B' CCR, Outlook Stable
PTC SEAMLESS: Taps Candlewood as Investment Banker
QOL MEDS: S&P Affirms 'B' CCR Then Withdraws Rating on Merger
QUANTUM FUEL: Stockholders Elect 2 Directors

REGINA FOSTER: Bankruptcy Court's Denial of Conversion Bid Upheld
RESIDENTIAL FUNDING: Motion to Strike Partially Granted
SABLE NATURAL: Posts $2.1 Million Net Loss in First Quarter
SANCHEZ ENERGY: Moody's Alters Outlook to Stable, Affirms B2 CFR
SCRIPT RELIEF: S&P Withdraws 'B+' Rating on $205MM Sr. Sec. Loan

SMS PROMOTIONS: 50 Cent's Boxing Promotion Co. Files for Bankruptcy
SNOWFLAKE COMMUNITY: Seeks to Employ Lewis Roca as Ch. 11 Counsel
SPANISH BROADCASTING: PlusTick Holds 5.7% of Class A Shares
SPENDSMART NETWORKS: Sells 1 Unit to Accredited Investor
STEVEN SANN: Judge Converts Bankruptcy Case to Chapter 7

SUN BANCORP: Stockholders Elect 11 Directors to Board
SUN BANCORP: To Issue 1.4 Million Shares Under Incentive Plan
TEMPLE UNIVERSITY: Fitch Affirms 'BB+' Rating on 2 Notes
TOPS HOLDING: Commences Tender Offer of $460M 8.875% Notes
TOPS HOLDING: Commences Tender Offer of $50M Notes Due 2018

TOPS HOLDING: Moody's Rates New $550MM Sr. Secured Notes 'B3'
TOPS HOLDING: Plans to Offer $550 Million Senior Notes Due 2022
TOPS HOLDING: S&P Affirms 'B' CCR, Outlook Stable
TRACK GROUP: Changes Ticker Symbol to TRCK
U.S. SHIPPING CORP: S&P Hikes CCR to 'B' on Improved Finc'l Profile

UMED HOLDINGS: Posts $567K Net Loss for March 31 Quarter
UNITEK GLOBAL: Stay Lifted; "Butler" FLSA Suit to Proceed
UNIVERSAL HEALTH CARE: Liquidating Plan Conditionally Confirmed
UNIVERSAL HEALTH: Ch. 11 Trustee Proposes Sale of AMC IT Equipment
USA SYNTHETIC: Files Schedules of Assets and Liabilities

VARSITY BRANDS: New $50MM Debt Add-On No Impact on Moody's Ratings
VIRTUAL PIGGY: Names Gerald Hannahs as Director
VISANT CORP: Moody's Lowers CFR to Caa1, Outlook Stable
VISUALANT INC: Granted Eighth Patent on ChromaID Technology
WARREN RESOURCES: Franklin Backs $250-Mil. Refinancing Deal

WARREN RESOURCES: S&P Lowers Corp. Credit Rating to 'SD'
WBH ENERGY: Castlelake Wins Terms for Stay Relief
WELLCARE HEALTH: S&P Assigns 'BB' Rating on $300MM Add-On
WELLNESS INT'L: Supreme Court Backs Power of Bankruptcy Judges
WOUND MANAGEMENT: Files Amendment to 2014 Financials

YELLOWSTONE MOUNTAIN: High Court Refuses to Hear Founder's Appeal
[*] Beth E. Hanan Named U.S. Bankruptcy Judge in Wisconsin
[*] ESBA Served as Financial Advisor to Dilworth Inn
[*] ESBA's Michael DuFrayne Receives CTP Certification from TMA
[*] U.S. Bankruptcy Judge Thomas B. Bennett Stepping Down

[^] BOOK REVIEW: The Story of The Bank of America

                            *********

22 FISKE PLACE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 22 Fiske Place, LLC
        20 East 49th Street, #4D
        New York, NY 10017

Case No.: 15-11410

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 28, 2015

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Scott S. Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: 212-216-8001
                  Email: smarkowitz@tarterkrinsky.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nick Gordon, managing member.

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


315 W 35TH: Proposes to Sell New York Building
----------------------------------------------
315 W 315th Associates LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to approve bidding procedures
governing the sale of its real property located in 315 West 35th
Street, in New York.

M. David Graubard, Esq., at Kera & Graubard, in New York, says the
Debtor proposes to sell the Property pursuant to Section 363 of the
Bankruptcy Code, free and clear of all liens, with all liens and
encumbrances to attach to the proceeds of sale.  Mr. Graubard
believes that the Property has significant value and since the
filing of the Chapter 11 case, the Debtor has received offers
ranging from $33,000,000 to $44,000,000.

Mr. Graubard adds that since the sale would be subject to higher
and better offers at the auction sale to be held before the Court
on or about June 26, 2015, the Debtor proposes to hold an auction
sale with an upset price of $35,000,000.

The bidding procedures and conditions of sale include: (a) the
Property will be sold (i) "as is" and "whereas" with no
representations, legal or equitable, of any kind and (ii) with all
liens, claims and encumbrances, and other interests to attach to
the proceeds of the sale; (b) At the Auction, any person or entity,
including the original purchaser, intending to bid for the Property
is required to submit a certified check equal to 20% of the offer,
which is non-refundable should the Offeror become the successful
bidder and then fail to close for any reason, with the Debtor
reserving all other rights and remedies; (c) the balance of the
purchase price of the Property shall be paid by the successful
Offeror by a certified or bank check payable to "Kera & Graubard,
as attorneys" at the closing; (d) all offers made at the sale will
remain open and irrevocable until thirty days after entry of an
order approving the sale. In the event the order approving the sale
is subject to a stay of the Court, the offer will remain open until
the time as either the stay is vacated or the order becomes a final
order, whichever is earlier; (e) the successful Purchaser must
execute a Memorandum of Sale, and the closing will take place
within 30 days after entry of the order approving the sale to the
successful bidder or at such other time as the Debtor and the
Purchaser may agree.

A hearing to approve the sale will be held a few days later, if
necessary before the Honorable Stuart M. Berstein, U.S. Bankruptcy
Judge; and all bidders, who must pay no less than 20% of the final
offer at the Auction, must include evidence satisfactory to the
Debtor of that bidder's financial ability to close a purchase of
the Property unless the Debtor directs otherwise.

If a bid is made more than two business days prior to the Auction,
the Debtor will notify the bidder within two business days of
receipt whether the bid, including the 20% deposit and evidence of
the bidder's financial ability to close, is a qualifying bid, or
whether additional evidence is required.

315 W 35th Associates LLC is represented by:

          M. David Graubard, Esq.  
          KERA & GRAUBARD
          240 Madison Avenue, 7th fl
          New York, NY 10016
          Telephone: (212) 681-1600
          Email: dgraubard@keragraubard.com
                 
                About 315 W 35th Associates

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

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



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

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


800 BUILDING: Plans June 8 Auction to Top $20.7-Mil. Bid
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, report that The 800 Building, the 246-unit residential
high-rise in downtown Louisville, Kentucky, will go to auction on
June 8 if there's an offer to top the $20.65 million lead bid from
Village Green Development Holding LLC.

The report said time is of the essence to complete the sale,
according to the parties, because the lead bidder's financing
commitment expires June 15 and the building owner will be required
to pay a $500,000 fee if its first-lien debt isn't repaid by June
30.

                      About The 800 Building

The 800 Building, LLC, owns and operates two adjacent but related
rental properties in downtown Louisville, Kentucky: (a) a 246-unit
residential apartment building known as The 800 Building, with a
street address of 800 South 4th Street; and (b) a 48-slot parking
garage, with a street address of 820 South 4th Street.  The 800
Building is a 29-story, 290-foot skyscraper built in 1963.  The
company acquired The 800 Building in 2002 for $5.5 million and
renovated the building in 2004.  The company is owned by Leon and
Helen Petcov and is managed by Leon Petcov.

The 800 Building, LLC, sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 15-17314) in Chicago, Illinois, on May 15, 2015.  The
case is assigned to Judge Pamela S. Hollis

The Debtor tapped Phillip W. Nelson, Esq., at Locke Lord LLP, in
Chicago, as counsel.


AAR CORP: Moody's Withdraws Ba3 Ratings
---------------------------------------
Moody's Investors Service has withdrawn all the ratings of AAR
Corp. The company's rated debts have been repaid.

Ratings withdrawn:

Outlook Actions:

Issuer: AAR CORP.

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: AAR CORP.

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba3-PD

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

  -- Corporate Family Rating, Withdrawn, previously rated Ba3

AAR Corp., headquartered in Wood Dale, Illinois, is a diversified
provider of parts and services to the worldwide aviation and
aerospace/defense industry. Revenues over the twelve months ended
February 28, 2015 were $1.9 billion.


ALTICE US: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Altice US Holding I S.a.r.l., following its announcement that
subsidiaries of the company 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. Altice US is a
wholly owned subsidiary of Altice S.A. which will raise debt at
newly formed subsidiaries in advance of the Cequel purchase and
hold the proceeds in escrow until deal close. To finance the
acquisition, Altice US will issue $2.2 billion of new subsidiary
debt consisting of $1.1 billion of new senior secured notes issued
by Altice US Finance I Corporation ("the secured notes"), $300
million of senior unsecured notes issued by Altice US Finance II
Corporation ("the unsecured notes"), $320 million of unsecured
notes issued by Altice US Financing S.A. ("the holdco notes") and
$500 million of seller notes issued by the minority shareholders.
Moody's has assigned a Ba3 (LGD-2) rating to the secured notes and
a Caa1 (LGD-5) rating to the unsecured notes. The holdco notes and
seller notes will not be rated at this time. The outlook is
stable.

On May 20th, Moody's placed the ratings for Cequel Communications
Holdings I, LLC ("Cequel") under review for downgrade, including
Cequel's B1 CFR, B1-PD PDR, B3 unsecured notes rating and Ba2
secured credit facility. Altice US will seek a consent from
existing Cequel creditors to waive the change of control provisions
in the existing debt agreements. If the company is successful and
the transaction closes as proposed, Moody's is likely to lower
Cequel's CFR two notches to B3, its unsecured bonds one notch to
Caa1 and the secured credit facility one notch to Ba3, in line with
the two similar classes of debt rated. The structurally junior,
unrated seller notes and holdco notes provide a new layer of junior
capital to the proposed structure, limiting the downgrade of the
secured and unsecured notes to one notch. At close, the escrow
financing entity (Altice US) rated will be merged with and into the
existing Cequel entities and the Altice US CFR will be withdrawn.

Assignments:

Issuer: Altice US Holding I S.a.r.l.

  -- Probability of Default Rating, Assigned B3-PD

  -- Corporate Family Rating, Assigned B3

Issuer: Altice US Holding I S.a.r.l.

  -- Outlook, Assigned Stable

Issuer: Altice US Finance I Corporation

  -- Senior Secured Regular Bond/Debenture (Foreign Currency),
     Assigned Ba3, LGD2

Issuer: Altice US Finance II Corporation

  -- Senior Unsecured Regular Bond/Debenture (Foreign Currency),
     Assigned Caa1, LGD5

The B3 CFR reflects the company's very high leverage, its limited
free cash flow and the parent company's aggressive financial
policy. 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.

Offsetting these limiting factors are Cequel's 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 and views the
planned infrastructure upgrade investment as a credit positive use
of cash that will help Cequel maintain and grow market share.

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.

Moody's would consider an upgrade of Altice's CFR if leverage were
to be sustained below 7x amidst market share and good liquidity.
Moody's could downgrade Altice US if market share or liquidity
deteriorate or if leverage rises meaningfully.

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.


ALVION PROPERTIES: Files Ch. 11, Says Property Worth $5.9 Billion
-----------------------------------------------------------------
Alvion Properties, Inc., in the business of mining coal and
business stone, sought Chapter 11 bankruptcy protection (Bankr.
S.D. Ill. Case No. 15-40462) in Benton, Illinois, on May 14, 2015,
without stating a reason.

The Debtor disclosed in an exhibit attached to the petition that as
of Aug. 31, 2012, it had liabilities of $2.71 million against $5.90
billion in assets, which it says is the market value of 4,513 acres
of minerals and 1,294 acres of owned fee simple in Scott County,
Virginia.

In its official schedules of asset and liabilities, the Debtor
disclosed that the property has a current value of $1 billion, and
secures a $1.60 million debt to Farmers State Bank:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $1,000,000,000
  B. Personal Property            $1,007,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,456,273
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                 $1,001,007,000       $2,653,528

Farmers State Bank has commenced foreclosure proceedings (CL13-13)
against the Debtor in Scott County, Virginia.

Shirley Karnes Medley, who serves as president, owns 50% of the
stock while Harold Mr. Reynolds, who sits as secretary and
treasurer, owns the remaining 50%.

The Debtor said in its statement of financial affairs that it
didn't generate income from the property during the past two
years.

The bankruptcy case is assigned to Judge Laura K. Grandy.

The Court has yet to set a general bar date for filing proofs of
claim.  The deadline for governmental units to file claims is Nov.
10, 2015.

The Debtor tapped Douglas A Antonik, in Mt. Vernon, Illinois, as
counsel.

A copy of the SALs and SOFA filed together with the Chapter 11
petition is available for free at:

      http://bankrupt.com/misc/ilsb15-40462_SAL.pdf


AMEREJUVE INC: Court Declines to Terminate Chapter 11 Trustee
-------------------------------------------------------------
Chief Bankruptcy Judge Jeff Bohm in Houston denied the motions
relating to the appointment of a Chapter 11 Trustee that were filed
by the debtor's president in the case captioned In re: Amerejuve,
Inc., Chapter 11, Debtor, CASE NO. 14-35482 (Bankr. S.D. Tex.)

Morteza Naghavi, Amerejuve, Inc.'s president and majority
shareholder, filed (1) a Motion to Modify or Amend Findings of Fact
and Conclusions of Law Regarding Order Directing Appointment of a
Chapter 11 Trustee; and (2) a Motion to Modify or Amend the Order
Directing Appointment of a Chapter 11 Trustee.

In his April 29, 2015 memorandum opinion which is available at
http://is.gd/tnQ4KWfrom Leagle.com, Judge Bohm held that Naghavi
deceived his fellow shareholders, the Internal Revenue Service and
Amerejuve's employees by using his powers as president to embezzle
the funds for Amerejuve's payroll taxes instead of timely paying
them to the IRS.  Even granting that Naghavi did not commit
embezzlement and was not dishonest, he exhibited gross
mismanagement and incompetence in failing to ensure that Amerejuve
paid its payroll taxes.  For these reasons, Judge Bohm denied all
relief requested by Naghavi, and declined to terminate the
trustee's appointment.

                      About Amerejuve, Inc.

An involuntary Chapter 11 petition (Bankr. S.D. Tex. Case No.
14-35482) was filed on October 6, 2014, by three creditors against
Amerejuve, Inc., a privately-held company in Houston.  Lionel M.
Schooler, Esq., at Jackson Walker LLP, served as counsel to the
petitioning creditors.

In response, Morteza Naghavi, Amerejuve's president and majority
shareholder authorized the filing of a voluntary Chapter 11
petition (Bankr. S.D. Tex. Case No. 14-36301) on November 12, 2014.


The Hon. Karen K. Brown presides over the case.  The Law Office of
Margaret M. McClure serves as counsel to the Debtor.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities.

The parties that filed the involuntary petition then filed a motion
to appoint a trustee under Section 1104 of the Bankruptcy Code.
The court granted the motion and since then, the trustee has been
in control of Amerejuve's assets and operations.


AMERICAN EAGLE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
American Eagle Energy Corporation filed with the U.S. Bankruptcy
Court for the District of Colorado its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $21,980,687
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $181,517,689
  E. Creditors Holding
     Unsecured Priority
     Claims                                          
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,086,524
                                ------------     ------------
        TOTAL                    $21,980,687     $193,604,113

A copy of the Debtor's Schedules is available for free
http://is.gd/eHkyzm

                       About American Eagle

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

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.


AMERICAN EAGLE: Proposes July 29 Auction of Assets
--------------------------------------------------
American Eagle Energy Corporation and its affiliate, AMZG, Inc,
filed a motion asking the U.S. Bankruptcy Court for the District of
Colorado to schedule an auction of substantially all of their
assets on July 29, 2015.

According to the Debtors' counsel, Elizabeth A. Green, Esq., at
Baker & Hostetler LLP in Orlando, Florida, the Debtors and an ad
hoc group of holders of the 11.0% Senior Secured Notes due 2019
issued by American Eagle and guaranteed by AMZG are currently
negotiating an asset purchase agreement, which will be filed on or
before June 5.

To participate in the sale process, each potential bidder must on
or before July 24 submit a bid that includes a purchase price for
the assets, plus $250,000 in cash.  If a qualified bid, other than
the stalking horse bid, is timely received, an auction will be
conducted on July 29.  If no qualified bid is timely received, an
auction will not be held and the Debtors will proceed to sell the
assets to the stalking horse.

Ms. Green asserts that the Debtors, in consultation with the Ad Hoc
Group, have determined that a full and open marketing of their
assets is in the best interests of the estate and its creditors.
The Debtors have worked closely with their investment bankers to
develop the Proposed Bidding Procedures, which the Debtors believe
will promote a fulsome marketing and sale process that attracts
bids from potential strategic and financial buyers.  Ms. Green
believes that the marketing and sale process set forth in the
Proposed Bidding Procedures provides the Debtors with the best
means of maximizing the value of their assets for the benefit of
creditors.

The Debtors are represented by:

          Elizabeth A. Green, Esq.
          Jimmy D. Parrish, Esq.
          Lars Fuller, Esq.
          BAKER & HOSTETLER LLP
          Sun Trust Center, Suite 2300
          Post Office Box 112
          Orlando, FL 32802-0112
          Telephone: (407)649-4000
          Facsimile: (407)841-0168
          Email: egreen@bakerlaw.com
                 jparrish@bakerlaw.com
                 lfuller@bakerlaw.com

             About American Eagle Energy

Littleton, Colorado-based American Eagle Energy Corporation is

engaged in the acquisition, exploration and development of oil
and
gas properties. The Company is primarily focused on
extracting
 proved oil reserves from those properties.



American Eagle Energy Corporation and its wholly-owned
subsidiary,
 AMZG, Inc., filed on May 8, 2015, voluntary
petitions (Bankr. D.
Colo., Case No. 15-15073). The case is
assigned to Judge Howard R. 
Tallman. The Debtors are represented
by Elizabeth A. Green, Esq., 
at Baker & Hostetler LLP, in
Orlando, Florida.



AMERICAN EAGLE: Section 341(a) Meeting Slated for June 15
---------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
of American Eagle Energy Corporation and AMZG Inc. on June 15, 2015
at 9:30 a.m. at 341 Byron Rogers Room C.

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 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 American Eagle

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

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.


AMERICAN EAGLE: US Trustee Forms 7-Member Creditor's Committee
--------------------------------------------------------------
Patrick S. Layng, U.S. Trustee for Region 6, appointed seven
creditors to serve on the Official Committee of Unsecured Creditor
for the Chapter 11 bankruptcy cases of American Eagle Energy
Corporation and AMZG, Inc.

The members of the Committee are:

  a) Halliburton Energy Services, Inc.
     Attn: Sharon Gurule
     1125 17th Street, Suite 1900
     Denver, CO 80202
     Tel: (303) 571-8249
     email: sharon.gurule@halliburton.com

  b) Precision Completion & Production Services, Ltd.
     Attn: Shelley Hutchinson
     Eight Avenue Place
     Suite 800, 525 – 8th Avenue S.W.
     Calgary, Alberta, Canada T2P 161
     Tel: (403) 716-4670
     Fax: (403) 716-4919
     email: shutchinson@precisiondrilling.com

  c) Nabors Drilling USA, LP
     Attn: Lauri McDonald
     515 W. Greens Road
     Houston, TX 77067
     Tel: (281) 775-8175
     Fax: (281) 775-4375
     email: lauri.mcdonald@nabors.com

  d) Super Heaters North Dakota, LLC
     Attn: Jack Daniel Shurden
     10260 Westheimer, Ste. 460
     Houston, TX 77042
     Tel: (713) 952-5533
     Fax: (832) 200-1286
     email: danny@phoenixservices.biz

  e) Schlumberger Technology Corporation
     Attn: Linda Dutil
     1675 Broadway, Ste. 900
     Denver, CO 80202
     Tel: (303) 352-1423
     email: LDutil@slb.com

  f) Portal Service Company
     c/o Tom Kim, r2 advisors llc
     1350 17th Street, Suite 206
     Denver, CO 80202
     Tel: (303) 865-8460
     Fax: (303) 942-7385
     email: tkim@r2llc.com

  g) Baker Hughes Oilfield Operations
     Attn: Christopher J. Ryan
     2929 Allen Parkway, Suite 2100
     Houston, TX 77019
     Tel: (713) 439-8771
     Fax: (713) 439-8778
     email: chris.ryan@bakerhughes.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                       About American Eagle

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

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.


AMERICAN ENERGY PERMIAN: S&P Rates New $295MM Secured Notes CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
issue-level rating and '5' recovery rating to Oklahoma City-based
oil and gas exploration and production company American Energy –
Permian Basin LLC's proposed $295 million second-lien secured notes
due 2020.  The '5' recovery rating indicates S&P's expectation of
modest (10% to 30%, lower half of the range) recovery in the event
of a payment default.  S&P expects the co-issuer of the notes to be
AEPB Finance Corp.  S&P is maintaining its 'B-' corporate credit
rating and negative outlook on the company.

The company plans to use the proceeds from the proposed notes to
repay a portion of the borrowings under its $1 billion revolving
credit facility, with a borrowing base of $450 million, and a draw
cap of $400 million (pro forma for the proposed notes).  As of
May 26, 2015, $400 million was outstanding on the facility.

The 'B-' corporate credit rating on American Energy – Permian
Basin (AEPB) reflects S&P's view of the company's "weak" business
risk profile, "highly leveraged" financial risk profile, and "less
than adequate" liquidity, as defined in S&P's criteria.  The
ratings incorporate the company's small proved reserve base,
significant geographic concentration, and high proved undeveloped
ratio, as well as its aggressive capital spending and growth plans.
The ratings also reflect S&P's view of the company's currently
high leverage, its expectation that leverage will improve in 2017
as oil prices recover, good hedging position in 2015, and financial
sponsor ownership.  Although the proposed notes issuance will
support liquidity over the next six to 12 months, S&P estimates the
company's aggressive capital spending plans will require additional
external capital in 2016.

S&P's recovery analysis on AEPB includes these assumptions:

   -- It has assigned a 'CCC+' issue level rating and '5' recovery

      rating to AEPB's proposed $295 million second-lien secured
      notes due 2020.

   -- There are no changes to S&P's 'B+' issue-level rating and
      '1' recovery rating on the company's $1 billion revolving
      credit facility, or to S&P's 'CCC' issue-level ratings and
      '6' recovery ratings on the company's senior unsecured notes

      and exchangeable junior subordinated notes issued by parent
      company American Energy Permian Holdings (AEPH).

   -- Standard & Poor's simulated default for AEPB assumes a
      sustained period of low commodity prices, consistent with
      past defaults in this sector.

   -- S&P assumes the draw on the company's borrowing base is
      limited to $400 million at default.

   -- S&P bases its enterprise value on a company-provided PV10
      report based on proved reserves using its recovery price
      deck assumptions of $50 per barrel for WTI crude oil, $3.50
      per million British thermal units for Henry Hub natural gas,

      and natural gas liquids at the company's historical
      percentage realization to WTI.

   -- The exchangeable junior subordinated notes issued by AEPH do

      not benefit from upstream subsidiary guarantees from AEPB
      and its subsidiaries; consequently S&P expects the claims on

      the convertible notes to be structurally subordinated to the

      claims on the debt at AEPB and its subsidiaries in a default

      scenario.

Simulated default assumptions:
   -- Simulated year of default: 2017

Simplified waterfall:
   -- Net enterprise value (after 7% administrative costs): $455
      million
   -- Valuation split in % (obligors/nonobligors): 100/0
   -- Value available to first-lien debt claims: $455 million
   -- Secured first-lien debt claims: $410 million
      --Recovery expectations: 90% to 100%

   -- Total value available to second lien claims: $45 million
   -- Second lien debt: $310 million
      --Recovery expectations: 10% to 30% (lower half of the
      range)

   -- Total value available to unsecured claims: $0
   -- Senior unsecured debt: $1.66 billion
      --Recovery expectations: 0% to 10%

   -- Total value available to structurally subordinated claims:
      $0
   -- Structurally subordinated debt: $535 million
      --Recovery expectations: 0% to 10%

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

RATINGS LIST

American Energy – Permian Basin LLC
Corporate credit rating                          B-/Negative/--

New Rating
American Energy – Permian Basin LLC
$295 mil proposed 2nd-lien secd nts due 2020   CCC+
  Recovery rating                                5L



AMERICAN ENERGY WOODFORD: S&P Cuts CCR to CC on Debt Exchange
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based oil and gas exploration and
production (E&P) company American Energy - Woodford LLC to 'CC'
from 'CCC+', and its issue-level rating on the company's senior
unsecured notes to 'C' from 'CCC-'.  At the same time, S&P placed
the ratings on CreditWatch with negative implications.  The '6'
recovery rating on the senior unsecured notes is unchanged,
reflecting S&P's expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default.

"The downgrade follows AEW's announcement that it has offered to
exchange its $350 million 9% senior unsecured notes due 2022 for up
to $245 million proposed 12% second-lien notes due 2020," said
Standard & Poor's credit analyst Carin Dehne-Kiley.  "We view the
proposed transaction as a distressed exchange given that
bondholders will receive 70% of the par value of the original
notes," she added.

The transaction is contingent upon receiving 85% participation of
the existing bondholders, and the company estimates it has already
secured participation from a majority of the notes outstanding.  As
part of the exchange offer, AEW is also soliciting consents to
eliminate or amend substantially all restrictive covenants and
reporting requirements, and modify certain events of default
contained in the existing indenture.  Contingent upon the exchange
closing, the company will receive $100 million in equity from its
financial sponsor the Energy & Minerals Group (EMG), and a new
reserve based lending facility of $140 million (up from
$135 million previously).  As a result of these transactions, AEW
plans to ramp back up to a two-rig program, from one rig currently,
which should result in greater production growth and higher
internally generated cash flows than S&P currently forecasts.  S&P
will re-evaluate the company's corporate credit rating upon closing
of the transaction, which is expected around June 22.

The negative CreditWatch placement reflects the possibility that
S&P will lower the corporate credit rating to 'SD' and the
issue-level rating on the notes involved in the exchange to 'D' if
the exchange is consummated as proposed and bondholders receive
less than what was originally promised on the securities.  S&P
plans to resolve its CreditWatch placement shortly after the close
of the exchange transaction, expected around June 22.
Subsequently, S&P will re-evaluate AEW's corporate credit rating
and proposed second lien issue-level rating under its new capital
structure.



ANGLO IRISH: Bankruptcy Court Okays Sept. 11 Auction
----------------------------------------------------
The foreign representatives for Irish Bank Resolution Corporation
Limited has filed a notice saying that on May 12, 2015, the U.S.
Bankruptcy Court for the District of Delaware entered procedures in
connection with the sale of a luxury hotel and retail complex
located in Boston, Massachusetts which is currently operated as the
Mandarin Oriental Boston.

Pursuant to the court-approved bidding procedures, if two or more
qualified bids are received, the Debtor will conduct an auction to
determine the highest or otherwise best qualified bid, beginning on
Sept. 11, 2015 at 10:00 a.m. (prevailing Eastern Time).  Only
parties that have submitted a qualified bid by no later than Sept.
3, 2015 at 5:00 p.m. (prevailing Eastern Time) will be allowed to
participate in the auction.

The sale hearing, if needed, will be held at 10:00 a.m. (prevailing
Eastern Time) on Oct. 16, 2015, unless otherwise continued by the
Debtor.  Objections, if any, to the sale, must be filed with the
Bankruptcy  Court on or before 4:00 p.m. (prevailing Eastern Time)
on Oct. 9, 2015.

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

                       http://is.gd/OiqzKn

                    Mandarin Concerns Addressed

Mandarin Oriental Management (USA) Inc. and Mandarin Oriental
Overseas Management Limited, filed a response to the bidding
procedures motion to reserve its rights under certain management
agreements that may be included in the sale and its rights to
receive a termination fee.   Mandarin noted that the motion sought
to establish certain bidding procedures in connection with (1) the
sale of a mortgage loan encumbering certain assets, including a
Boston hotel, which is currently operating under the "Mandarin
Oriental" brand, and (2) the sale of the hotel by the Debtor's
non-debtor affiliate, CWB Hotel Limited Partnership or approval for
the authority of the Debtor through the Special Liquidators to
cause CWB Hotel and other subsidiaries to sell their assets,
including the hotel.

In response, Kieran Wallace and Eamonn Richardson, the Foreign
Representatives or Special Liquidators of IRBC, noted that neither
Mandarin Oriental Management (USA) Inc. nor Mandarin Oriental
Overseas Management Limited are creditors of IBRC.  Rather,
Mandarin is the manager of the Mandarin Oriental Hotel in Boston,
which is owned by a subsidiary of IBRC.  IBRC also retains
ownership of the secured debt which encumbers the Hotel.

As communicated with Mandarin's counsel in advance of the filing of
the Mandarin Objection, IBRC agrees that nothing in the proposed
Bidding Procedures Order adjudicates Mandarin's rights.  Rather,
Mandarin will have a full opportunity to object to the terms of an
actual sale transaction, to the extent that it believes any of its
rights are in fact impacted.

As offered by IBRC before the Mandarin Objection was filed, IBRC is
willing to include in the data room a statement drafted by Mandarin
with respect to Mandarin's alleged rights, in order to provide
potential bidders with notice of Mandarin's positions regarding its
alleged rights.  

Mandarin is represented by:

         Foley & Lardner LLP
         Mark J. Wolfson, Esq.
         100 North Tampa Street
         Tampa, FL 33602
         Tel: (813) 225-4119
         Fax: (302) 298-3550

The Foreign Representatives are represented by:

         Skadden, Arps, Slate, Meagher & Flom LLP
         Van C. Durrer, II, Esq.
         Annie Li, Esq.
         300 South Grand Avenue
         Los Angeles, California 90071
         Tel: (213) 687-5000

                       About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del. Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.



APPLIED MINERALS: Kingdon Capital Holds 5.6% Stake as of Dec. 31
----------------------------------------------------------------
Kingdon Capital Management, L.L.C. and Mark Kingdon disclosed in a
Schedule 13G filed with the Securities and Exchange Commission that
as of Dec. 31, 2014, they beneficially own 5,739,630 shares of
common stock of Applied Minerals Inc., which represents 5.67
percent of the shares outstanding.  A copy of the regulatory filing
is available for free at http://is.gd/OmoVon

                      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: Taps Restructuring Advisers Amid Debt
------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
Arch Coal Inc. has tapped restructuring advisers to explore ways to
decrease its multibillion-dollar debt load as a deep coal-market
slump continues to weigh on the mining company and its rivals.

According to the report, citing people familiar with the matter,
the St. Louis company is working with lawyers at Davis Polk &
Wardwell LLP and financial advisers at Blackstone Group LP.  Arch
isn't planning a broad restructuring of its debt load through
bankruptcy, the people said, the report further cited.

                            *     *     *

The Troubled Company Reporter, on May 8, 2015, reported that Fitch
Ratings has affirmed the Issuer Default Rating (IDR) for Arch
Coal, Inc. (Arch Coal; NYSE: ACI) at 'CCC'.  Roughly $4.5 billion
in principal amount of debt and commitments are affected by this
action.

The TCR, on May 6, 2015, reported that Moody's Investors Service
downgraded the corporate family rating of Arch Coal, Inc to Caa3
from Caa1 and the probability default rating to Caa3-PD from
Caa1-PD. The downgrade follows the continued stress on the coal
sector, and the resulting deterioration in the company's credit
metrics. At the same time, Moody's downgraded the ratings on the
senior secured term loan and bank revolving facility to Caa1 from
B2, the second lien notes to Caa3 from Caa1, and all unsecured
notes to Ca, from Caa2. Moody's also affirmed the Speculative Grade
Liquidity rating of SGL-3. The outlook is negative.


ARCHDIOCESE OF ST. PAUL: Aug. 3 Set as Proofs of Claims Bar Date
----------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota established Aug. 3, 2015, as the deadline for
any individual or entity to file proofs of claim against The
Archdiocese of Saint Paul and Minneapolis.

The Court also ordered that permitted parties and their attorneys
will be authorized to review proofs of claim upon execution of a
confidentiality agreement agreed upon by the Archdiocese and the
committee of unsecured creditors or pursuant to further order of
the Court.  The Court may approve additional permitted parties upon
motion.

Access to the sexual abuse proof of claim forms extends only to the
individual who executes the confidentiality agreement.  A separate
confidential agreement must be signed by each individual who seeks
access to the records on behalf of a permitted party.
                    About Archdiocese of St. Paul

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

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

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

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

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

U.S. Trustee for Region 12 appointed five creditors to serve on the
official committee of unsecured creditors.

The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors.  Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.

                           *    *    *

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



ARCHDIOCESE OF ST. PAUL: Plan Filing Exclusivity Expires November
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota extended
The Archdiocese of Saint Paul and Minneapolis' exclusive periods to
file a chapter 11 plan and disclosure statement until Nov. 30,
2015, and solicit acceptances for that plan until Jan. 29, 2016.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of the Debtor, in response to the motion, suggested that an
additional extension of the exclusivity period to file a plan may
be appropriate.  The Committee agreed that an extension will allow
all parties to continue to focus on the negotiation of insurance
coverage issues and the investigation of other assets that may be
available to fund a plan.  Despite the parties' good faith efforts
and progress to date in the insurance mediation, the Committee is
not likely to be in a position to make an informed decision on any
plan filed before the expiration of the current exclusivity period
given the substantial claims, insurance, and valuation issues that
still need to be resolved.  According to the Committee, it is
likewise doubtful that it will be in a position to recommend an
alternative to any plan proposed by the Debtor, or to serve as a
co-proponent of any plan filed under the current exclusivity time
strictures.

London Market Insurers said it does not object to an extension but
pointed out that the motion has an unnecessary supplement that
potentially disseminate confidential mediation and settlement
communications, contains inappropriate coverage arguments, and
includes inaccurate or disputed statements.

LMI includes certain underwriters at Lloyd's, London who subscribed
severally and not jointly as their interests appear to Policy Nos.
SL 3721 / SLC 5742, ISL 3115 / ICO 4074, ISL 3613 / ICO 5387 and SL
3723 / SLC 5744; Excess Insurance Company Ltd.; Markel
International Insurance Company, formerly known as Terra Nova
Insurance Company; Tenecom Ltd., formerly the Yasuda Fire & Marine
Insurance Company of Europe Ltd.; RiverStone Insurance (UK)
Limited, on its own behalf and as successor in interest to Sphere
Drake Limited (formerly known as Sphere Drake Insurance Company
PLC); Dominion Insurance Company Ltd.; Stronghold Insurance Company
Ltd.; and, CX Reinsurance Company Limited (formerly known as CNA
Reinsurance of London, Ltd.)

As reported by the Troubled Company Reporter on April 1, 2015, the
Archdiocese asked the Court to extend the deadline to Nov. 30,
saying that it needed more time to work with insurance carriers to
determine liability.

                    About Archdiocese of St. Paul

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

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

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

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

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

U.S. Trustee for Region 12 appointed five creditors to serve on the
official committee of unsecured creditors.

The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors.  Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.

                           *    *    *

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



ATP OIL & GAS: Omega Natchiq Suit v. Infrastructure Dismissed
-------------------------------------------------------------
District Judge Nelva Gonzales Ramos granted the Defendant's Motion
to Dismiss in the case captioned OMEGA NATCHIQ, INC., Plaintiff, v.
ATP INFRASTRUCTURE PARTNERS, L.P., Defendant, CIVIL ACTION NO.
2:14-CV-448 (S.D. Tex.)

Omega Natchiq, Inc. previously initiated a suit against ATP
Infrastructure Partners, L.P. in the United States District Court
for the Eastern District of Louisiana, and an adversary proceeding
against Infrastructure within the bankruptcy case of ATP Oil & Gas
Corporation ("ATP").  

Omega provided construction-related materials to ATP in connection
with the exploration and development of minerals off the coast of
Louisiana beginning on or about February 2008. ATP's drilling was
conducted from a floating platform unit called the ATP Innovator
(Platform), which was affixed to the sea bed.

In March 2009, ATP sold the Platform to Infrastructure (a related
business entity in which it allegedly holds a direct or indirect
controlling ownership interest). Another entity in the ATP
corporate family ostensibly retained a mortgage interest in the
Platform, and ATP continued to use it under a Platform Use
Agreement. Omega continued to supply ATP's operations on the
Platform after that sale and after ATP's bankruptcy filing, until
June 2013.

ATP eventually failed to pay for some of Omega's construction
materials and services, leaving a balance owed of between $1.3 and
$2.2 million.  On August 15, 2012, Omega filed a Statement of
Privilege in the records of Plaquemines Parish, Louisiana, amended
at least three times, claiming a privilege and entitlement to a
lien for its claim on the Platform under the Louisiana Oil Well
Lien Act, La. R.S. 9:4861 et seq. (LOWLA).

In each of the three lawsuits, Omega sought establishment,
confirmation, and/or recognition of its privilege and lien against
the ATP Innovator under the Louisiana Oil Well Lien Act ("LOWLA").

Judge Gonzales applied the first-to-file rule and dismissed the
present case because the cases involved the same issues between the
parties.  Furthermore, the Louisiana court has already taken
jurisdiction over the issue of establishing whether Omega is
entitled to a LOWLA lien.

A copy of the April 27, 2015 order is available at
http://is.gd/KhxDzwfrom Leagle.com.  

Omega Natchiq, Inc, Plaintiff, represented by Andre C deLaunay --
adelaunay@wattbeckworth.com , Watt Beckworth Thompson Henneman LLP
& Todd Sterling Frank -- tfrank@wattbeckworth.com , Well Beckworth
et al.

ATP Infrastructure Partners, L.P., Defendant, represented by Casey
W Doherty, Jr -- cdoherty@grayreed.com , Gray Reed & McGraw, P.C.,
James J Lee -- jimlee@velaw.com , Vinson Elkins LLP, John Paul K
Napier -- jnapier@velaw.com , Vinson and Elkins LLP, Jon Wesley
Wise -- jwise@frfirm.com , Fowler Rodriguez et al & Paul E Heath
-- pheath@velaw.com , Vinson & Elkins LLP.

                        About ATP Oil

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

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

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

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

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

                         *     *     *

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


AZIZ CONVENIENCE: Wick Phillips Okayed as Transactional Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for Southern District of Texas authorized
Aziz Convenience Stores, L.L.C., to employ Wick Phillips Gould &
Martin LLP as special transactional counsel, nunc pro tunc as of
March 12, 2015.

Wick Phillips is expected to, among other things:

   a) assist and advise the Debtor in its consultations relative to
the sale of its assets;

   b) assist the Debtor in the analysis of and negotiations with
any third party concerning matters relating to, among other things,
the terms of any applicable asset purchase agreement and related
documents and agreements; and

   c) assist the Debtor in the analysis of and negotiations with
any third party concerning matters relating to, among other things,
the terms of plans of reorganization.

Wick Phillips intends to apply for compensation for professional
services on an hourly basis, plus reimbursement of actual,
necessary expenses and other charges incurred by Wick Phillips.

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

                      About Aziz Convenience

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

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

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


BATE LAND: Joseph N. Callaway Okayed to Mediate Disputes with BLC
-----------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the Bankruptcy Court for the
Eastern District of North Carolina approved the Bankruptcy
Administrator's appointment of:

         Joseph N. Callaway
         Battle, Winslow, Scott & Wiley, P.A.
         P.O. Box 7100
         2343 Professional Drive
         Rocky Mount, NC 27804-0100
         Tel: (252) 937-2200
         Fax: (252) 937-8100
         E-mail: jcallaway@bwsw.com

as mediator in a two party dispute between Bate Land & Timber, LLC,
and its major secured creditor, Bate Land Company.

The mediation will be conducted and concluded by July 2, 2015, in
New Bern, North Carolina at the offices of Oliver & Cheek, PLLC or
such other location in New Bern as will be agreed to among the
parties.

Mr. Callaway will be paid his regular compensation rate of $350 per
hour plus recovery of actual costs related to the mediation,
including travel and lodging as needed.  The Debtors and BLC will
bear and share the fees and expenses of the mediator equally.  The
parties will be required to pay the mediator's fee at the
conclusion of the settlement conference.

On May 1, the Bankruptcy Administrator sought to have the Court
refer all outstanding issues in controversy in the case to
mediation.  The Debtor filed a response objecting to the motion,
and asserting that any mediation should happen only after the Court
had entered an order on valuation of the properties and
confirmation of the Debtor's Plan.

BLC supported a mediation in the case of all outstanding issues in
controversy and the appointment of Mr. Callaway as mediator.

                    About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013.  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing.  The
petition was signed by Brad Cheers, manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BEVERLEY WILSON: Suit v. Moss Dismissed for Failure to Prosecute
----------------------------------------------------------------
Bankruptcy Judge Helen E. Burris granted Defendants Jason T. Moss'
and Moss and Associates, PA's oral Motion to Dismiss Plaintiff's
case for failure to prosecute, in the case docketed as Beverley D.
Wilson, Plaintiff(s), v. Jason T. Moss, Moss and Associates PA,
Defendant(s), C/A NO. 10-01218-HB, ADV. PRO. NO. 14-80054-HB.

District Judge Burris granted the Defendants' Motion to Dismiss,
stating that "the parties, the witnesses, and the Bankruptcy Court
were ready to proceed with the trial on the agreed upon Trial Date,
but Plaintiff refused to present her case. This refusal followed
adverse rulings. Thus, Plaintiff is responsible for failing to
prosecute her case on the merits. Plaintiff had an opportunity to
present the merits, receive a ruling, and thereafter appeal any
decisions, yet she refused to proceed.'

A copy of Judge Burris' Order Dismissing Case with Prejudice for
Failure to Prosecute is available at http://is.gd/IcPLZCfrom
Leagle.com.


BG MEDICINE: Noubar Afeyan Reports 15.5% Stake as of May 12
-----------------------------------------------------------
Noubar B. Afeyan, PhD, disclosed in an amended Schedule 13D filed
with the Securities and Exchange Commission that as of May 12,
2015, he beneficially owns 5,428,982 shares of common stock of
BG Medicine, Inc., which represents 15.5 percent of the shares
outstanding.  Affiliates of Dr. Afeyan also disclosed beneficial
ownership of the Company's common stock:

                                   Number of Shares    Percentage
                                     Beneficially     Beneficially
Reporting Person                       Owned             Owned
----------------                  ----------------   ------------
AGTC Advisors Fund, L.P.               237,560             0.7%

Applied Genomic Technology            3,224,569            9.2%
Capital Fund, L.P.

NewcoGen Group, Inc.                  3,462,129            9.9%

AGTC Partners, L.P.                   3,462,129            9.9%

Flagship Ventures Management, Inc.    3,462,129            9.9%

Flagship Ventures Fund 2007, L.P.     1,764,286            5.1%

Flagship Ventures 2007 General        1,764,286            5.1%
Partner, LLC

Edwin M. Kania, Jr.                   1,848,942            5.3%

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

                        http://is.gd/3ObFHw

                         About BG Medicine

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

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

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


BIRMINGHAM COAL: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                      Case No.
      ------                                      --------
      Birmingham Coal & Coke Company, Inc.        15-02075
      912 Edenton Street
      Birmingham, AL 35242

      Cahaba Contracting & Reclamation, LLC       15-02077
      912 Edenton Street
      Birmingham, AL 35242

      RAC Mining, LLC                             15-02078
      912 Edenton Street
      Birmingham, AL 35242  

Type of Business: The Debtors collectively lease and mine coal at
                  mines throughout Alabama.

Chapter 11 Petition Date: May 27, 2015

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

Judge: Hon. Tamara O Mitchell

Debtors' Counsel: Clyde Ellis Brazeal, III, Esq.
                  JONES WALKER LLP
                  1819 5th Avenue North, Suite 1100
                  Birmingham, AL 35203
                  Tel: 205 244-5237
                  Email: ebrazeal@joneswalker.com

                     - and -

                  Mark A. Mintz, Esq.
                  Laura F. Ashley, Esq.
                  JONES WALKER LLP
                  201 St. Charles Ave., Suite 5100
                  New Orleans, LA 70170
                  Tel: (504) 582-8000
                  Fax: (504) 582-8011
                  Emails: mmintz@joneswalker.com
                          lashley@joneswalker.com

                                         Estimated     Estimated
                                          Assets      Liabilities
                                       -----------    -----------
Birmingham Coal                        $10MM-$50MM    $10MM-$50MM
Cahaba Contracting                     $10MM-$50MM    $10MM-$50MM
RAC Mining                             $1MM-$10MM     $1MM-$10MM

The petition was signed by Robert A. Lewis, president.

A.  List of Birmingham Coal's 13 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
State Lands- OU1                                       $1,840,787
State Lands Division,
64 N Union St., Montgomery,
Al 36130

State Lands Division                                    $1,244,118
State Lands Division, 64 N Union St.,
Montgomery, Al 36131

Regions Bank- Deepwater Trust 2                           $288,680
Natural Resources, PO Box 10463,
Birmingham, Al 35202

Regions Bank- Deepwater Trust IC                          $75,475

Resolute Forest Products                                  $41,715

Jason Rudakas                                              $5,894

Nelson Brothers                                            $5,736

Mine Safety & Health Admin                                 $2,810

Energy Technical Services, LLC                             $1,600

Perc Engineering Co.                                         $660

ASMC                                                         $500

Ogletree Deakins                                             $130

Mineral Labs, Inc.                                            $40

B. List of RAC Mining's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Thompson Tractor                                         $136,656

Boren Explosives                                          $69,196

Tractor & Equipment Company                               $54,219

CAT Financial                                             $49,644

Jasper Oil                                                $49,420

GCR Tires and Services                                    $11,348

Parker Towing Company, Inc                                 $5,376

Thompson International                                     $3,179

JGB LLC                                                    $3,000

Central Drill                                              $2,472

Crusher Works                                              $1,759

Warrior Tractor and Equipment                              $1,713

Sauls                                                      $1,200

Jasper Industrial Maint Supply                               $916

Airgas USA                                                   $257

Bunn Brothers Materials, Inc                                 $233

NAPA Auto Parts                                              $203

Postmaster                                                    $60

AXA Administrative Services                                   $54


BIRMINGHAM COAL: In Ch. 11, Seeks Approval of First Day Motions
---------------------------------------------------------------
Birmingham, Alabama-based Birmingham Coal & Coke Company, Inc.,
along with affiliates Cahaba Contracting & Reclamation, LLC, and
RAC Mining, LLC, sought bankruptcy protection and immediately filed
motions to:

  -- jointly administer their Chapter 11 cases;
  -- use cash collateral;
  -- prohibit utilities from discontinuing service;
  -- pay outstanding prepetition wages and benefits;
  -- pay certain prepetition taxes; and
  -- hire Jones Walker LLP as attorneys.

The Debtors say the First Day Motions are intended to implement the
steps necessary to maintain their businesses as going concerns, to
establish certain procedures, and to generally prevent unnecessary
disruptions.  To ensure they are able to meet these objectives, the
Debtors request the Court schedule hearings on the First Day
Motions as soon as possible.

The Debtors did not explain in court filings why they sought
bankruptcy protection.

The Debtors have a current work force of approximately 128
employees, of whom 126 work full time.  About 106 of the employees
are paid on an hourly basis; the remaining employees are salaried.

In seeking joint administration, the Debtors say that they have
some common board members, their operations are interrelated, there
is common management of all Debtors; they have many trade creditors
in common; and Regions is the largest secured creditor of each.

The case was originally assigned to Judge Thomas B Bennett but was
quickly reassigned to Judge Tamara O Mitchell.

                       About Birmingham Coal

Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons.  The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama.  As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.


BIRMINGHAM COAL: Proposes Jones Walker as Counsel
-------------------------------------------------
Birmingham Coal & Coke Company, Inc., Cahaba Contracting &
Reclamation, LLC, and RAC Mining, LLC, seek approval from the
Bankruptcy Court to employ Jones Walker LLP as counsel for the
Debtors, nunc pro tunc to the Petition Date.

The Debtors wish to employ the firm's C. Ellis Brazeal, III, Mark
A. Mintz, Laura F. Ashley, and Stephanie B. McLarty as attorneys
under a general retainer to give the Debtors legal advice with
respect to the Debtors' powers and duties as Debtors-in-Possession
in the continued operation of the Debtors' businesses, and to
perform all legal services for the Debtors-in-Possession which may
be necessary. Jones Walker will utilize the services of other
members and associates of the firm as necessary.

The firm will charge the Debtors at these hourly rates:

         Attorney                Hourly Rate
         --------                -----------
         C. Ellis Brazeal, III      $395
         Mark A. Mintz              $290
         Laura F. Ashley            $265
         Stephanie B. McLarty       $210

The firm was first retained by the Debtors on May 1, 2015 to
represent them with respect to a possible bankruptcy filing.  BCC
paid Jones Walker a retainer of $50,000, CCR paid a retainer of
$20,000, and RAC paid a retainer of $20,000.  Before the Petition
Date, Jones Walker incurred fees and costs (including the filing
costs) of $61,257 which was paid by the Debtors prepetition in the
ordinary course of business.  The retainers will be maintained in
Jones Walker's trust account.

Mr. Brazeal attests that the firm is "disinterested" and does not
hold or represent an interest adverse to the estate.

The firm disclosed that Jones Walker represents Regions Bank and
billed Regions $1.02 million last year, less than 1% of total
billings. Mr. Brazael assures the Court that Jones Walker's
previous representation of Regions in matters wholly unrelated to
the Chapter 11 cases will not materially affect the firm's
representation of the Debtors.  The firm has received a conflict
waiver from Regions and the Debtor.

                       About Birmingham Coal

Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons.  The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama.  As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.


BIRMINGHAM COAL: Seeks to Use Regions' Cash Collateral
------------------------------------------------------
Birmingham Coal & Coke Company, Inc., Cahaba Contracting &
Reclamation, LLC, and RAC Mining, LLC, seek approval from the
Bankruptcy Court to use cash which may be "cash collateral", and
provide adequate protection to their secured creditor Regions
Bank.

Prior to the Petition Date, Debtors are all obligated, either as
borrower or co-borrower or as guarantors, to Regions Bank for
various financing facilities.  To secure their obligations to
Regions, the Debtors have granted Regions a first priority lien on
and security interest in and to all of their rights, title and
interests in all of their equipment, accounts, accounts receivable
and inventory, including proceeds thereof.

The Debtors do not have available sources of working capital to
operate without the use of such cash collateral.  Accordingly, the
Debtors have an immediate need to use cash collateral in order to
permit the continuation of their business and to manage and
preserve the assets of the estate for the benefit of creditors.

Although the Debtors believe there is an "equity cushion" that
adequately protects the secured claim of Regions (and reserves the
right to so argue in the event that circumstances so dictate), the
Debtors currently propose the following additional adequate
protection for the use of cash collateral of Regions:

  -- a continuing security interest in all account receivable, and
proceeds generated after the Petition Date;

  -- a replacement lien on all accounts receivable, and proceeds,
generated after the Petition Date; and

  -- adherence to the Debtors' projection of operating expenditures
and providing Regions with new budgets periodically as needed to
provide for changes in revenues or expenses.

A copy of the proposed projected expenditures filed together with
the motion is available for free at:

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

                       About Birmingham Coal

Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons.  The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama.  As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.


BTB CORPORATION: Hires Alexis Fuentes-Hernandez as Counsel
----------------------------------------------------------
BTB Corporation seeks authority from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Alexis Fuentes-Hernandez,
Esq., as bankruptcy counsel.

The Debtor employed Mr. Fuentes-Hernandez on the basis of a $26,717
retainer, which has been advanced by the Debtor, against which he
will bill on the basis of $250 per hour, plus expenses, for work
performed or to be performed.

Mr. Fuentes-Hernandez assures the Court that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Mr. Fuentes-Hernandez may be reached at:

         Alexis Fuentes-Hernandez, Esq.
         FUENTES LAW OFFICES, LLC
         P.O. Box 9022726
         San Juan, PR 00902-2726
         Tel: (787) 722-5215
         Fax: (787) 722-5206
         E-mail: alex@fuentes-law.com

                   About BTB Corporation

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.


CAESARS ENTERTAINMENT: Has Until Nov. 15 to File Plan
-----------------------------------------------------
U.S. Bankruptcy Judge A. Benjamin Goldgar in Chicago gave Caesars
Entertainment Operating Co. until Nov. 15, 2015, to file its own
bankruptcy plan and until Jan. 15, 2016, to solicit votes on any
proposal it files.  

Joseph Checkler, writing for The Wall Street Journal, reported that
Judge Goldgar said Caesars could keep control of its bankruptcy
case without the threat of rival restructuring proposals until
November, a win for the casino giant over several groups of
creditors.  Judge Goldgar said he was swayed by the size of the
case, as well as the lack of an objection to the measure by
Caesars' official committee of unsecured creditors, the report
related.

                   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.


CANBRIAM ENERGY: Moody's Rates $100MM Unsec. Add-on Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service affirmed Canbriam Energy Inc.'s Caa1
rating on the US$350 million senior unsecured notes upsized with
the US$100 million add-on. Moody's also affirmed the B3 Corporate
Family Rating and B3-PDR Probability of Default Rating. The
Speculative Grade Liquidity Rating was changed to SGL-2 from SGL-3.
The rating outlook has been changed to positive from stable.

"The change in outlook to positive reflects the company's rising
production and cash flows despite the fall in commodity prices, and
improving leverage metrics," commented Paresh Chari Moody's
Analyst. "Canbriam has enough liquidity to fund its capital program
through 2016."

Issuer: Canbriam Energy Inc.

Affirmations:

  -- Probability of Default Rating, Affirmed B3-PD

  -- Corporate Family Rating, Affirmed B3

  -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1(LGD4)

Outlook Actions:

  -- Outlook, Changed To Positive From Stable

  -- Speculative Grade Liquidity Rating, Changed to SGL-2 from
     SGL-3

Canbriam's B3 Corporate Family Rating reflects the company's small
and concentrated production base and high proportion of natural
gas. The company has established a favorable, albeit small, acreage
position in the Montney, which provides visible organic production
and cash flow growth potential. However, it will require
significant outspending of cash flow to develop, entailing
execution risk and reliance on external funding sources to finance.
The rating also considers Canbriam's low operating cost structure,
low maintenance capital expenditures and good leverage metrics.

Canbriam's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity. At March 31, 2015 pro forma for the U$100 notes add-on,
Canbriam will have about C$200 million in cash and full
availability under its C$200 million borrowing base revolver, which
terms out April 29, 2016 and matures one year later. Cash on hand
and full drawings under the revolver will be sufficient to fund the
next 15 months of negative free cash flow of about C$340 million
through June 30, 2016. Moody's expect Canbriam to remain in
compliance with its two financial covenants through this period.
Alternate liquidity is limited as assets are pledged as collateral
to the secured revolving credit facility, although the company's
owned midstream assets could provide an alternate source of
liquidity.

Under Moody's Loss Given Default (LGD) Methodology, the US$350
million senior unsecured notes are rated Caa1, one notch below the
B3 CFR, due to the priority ranking of the C$200 million secured
borrowing base revolving credit facility in the capital structure.

The positive outlook reflects the expectation that production and
cash flow will increase through 2016, improving leverage.

The rating could be upgraded if Canbriam can successfully execute
on its capital and growth plans and increase its production above
25,000 boe/d, while improving retained cash flow to debt towards
25%.

The rating could be downgraded if Canbriam's liquidity becomes
strained or if it fails to advance its development program.

Canbriam is a private Calgary, Alberta-based independent
exploration and production company with a focus in the Montney
formation of northwestern British Columbia. Canbriam produced (net
of royalties) roughly 16,000 boe/d in March 2015 and has about 25
million boe of net proved developed reserves and 153 million boe of
net total proved reserves.

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


CENTRAL FALLS, RI: Moody's Hikes 2007 GO Bonds Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded the rating to Ba2 from Ba3 on
the City of Central Falls, RI's General Obligation Bonds, Series
2007. The outlook remains stable.

The upgrade to Ba2 from Ba3 reflects a multi-year trend of
favorable operating results (before capital transfers) since its
emergence from Chapter 9 bankruptcy in 2012. The bankruptcy process
resulted in material financial relief to the city through a reduced
labor force and restructured pension and OPEB benefits. The recent
city's operating results have generally been better than the
projections in the bankruptcy financial turnaround plan. The city
continues to face significant challenges, however, including high
fixed costs (comprising pension, OPEB and debt service expenses),
weak projected revenue growth, significant capital needs, and weak
socioeconomic indicators.

The rating also factors in the city's very narrow unrestricted
operating reserve position at 2.9% of general fund revenues, driven
largely by a requirement in the bankruptcy recovery plan that most
of the operating surpluses be transferred to a restricted capital
fund through fiscal 2017.

The stable outlook reflects the expectation that the city will
continue to adhere to the six-year financial plan adopted in June
of 2012 as part of the bankruptcy settlement. Moody's believe the
city will continue to address its long-term pension liabilities by
fully funding its annual required contribution (ARC), resulting in
a reduced unfunded pension liability. The requirement of the
financial plan to allocate most of its operating surpluses to a
capital fund will prevent a material increase in operating reserves
until after the plan ends in fiscal 2017. The continued presence of
a state-appointed Administration and Finance Officer (AFO) will
also help to ensure that the city's financial position remains
stable over the next few years.

The rating also incorporates additional credit strength from the
state law creating a priority lien for GO bondholders.

What could make the rating go up:

- Stable financial performance in line with the six-year
   financial recovery plan and beyond

- Improvement in funding for pension and OPEBs liabilities

- Reduction in debt

What could make the rating go down:

- Lack of adherence to the six-year financial recovery plan
   resulting in a weakened financial position

- Failure to address pension and OPEB liabilities

- Material increase in debt

Central Falls, at 1.3 square miles, is located in the northeastern
part of the state of Rhode Island. With a population of 19,376
(2010 Census), it is the smallest city in the state as well as the
most densely populated.

The bonds are general obligations of the city and are secured by an
unlimited property tax pledge.

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


CHARTER COMMUNICATIONS: Moody's Reviews 'Ba3' CFR for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings for Charter
Communications Inc. on review for upgrade, including Charter's Ba3
Corporate Family Rating, Ba3-PD PDR and (P)B1 shelf rating
following the announcement that Charter will purchase Time Warner
Cable, Inc. ("TWC") for approximately $80 billion. Based on the
proposed capital structure, Moody's has placed the Baa3 rating on
the secured debt at Charter Communications Operating, LLC ("CCO")
on review for downgrade. In addition to the acquisition of Time
Warner Cable, Charter will also purchase Bright House Networks
("Bright House") for approximately $10 billion. The transactions
value TWC and BHN at approximately 9.1x and 7.6x EV/EBITDA
respectively. The review for upgrade will focus on the substantial
scale benefits and cost synergy opportunity for the post-close
entity, as well as the execution risk required to achieve the
potential savings. The high proportion of equity consideration in
the two deals (approximately $41 billion) will result in leverage
in the mid-4x range (Debt/EBITDA, Moody's adjusted) and strong free
cash flows. Moody's expects the upward ratings impact on the CFR to
be limited to one notch. The secured debt component of the proposed
capital structure represents approximately three-fourths of the
total debt capital, which is likely to result in only one notch of
ratings differential versus the CFR.

Issuer: Charter Communications Inc.

  -- Corporate Family Rating (Local Currency), Placed on Review
     for Upgrade, currently Ba3

  -- Probability of Default Rating, Placed on Review for Upgrade,
     currently Ba3-PD

  -- Senior Unsecured Shelf (Local Currency), Placed on Review
     for Upgrade, currently (P)B1

  -- Speculative Grade Liquidity Rating, unchanged SGL-2

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Charter Communications Operating, LLC

  -- Senior Secured Bank Credit Facility (Local Currency), Placed
     on Review for Downgrade, currently Baa3

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: CCO Holdings, LLC

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Placed on Review for Upgrade, currently B1

  -- Senior Unsecured Shelf (Local Currency), Placed on Review
     for Upgrade, currently (P)B1

  -- Outlook, Changed To Rating Under Review From Stable

The incremental scale achieved through the transaction and the
large equity consideration in the deal are the key drivers of the
potential positive rating migration. Charter will gain leverage
with respect to the procurement of content and capital equipment,
which should yield a meaningful cost savings opportunity. The
increased scale will also allow for more robust product capability
investments, as development costs will now be spread across a much
larger subscriber and revenue base. The company's market position
should remain solid, with a leading broadband infrastructure and
growing commercial opportunity. Moody's believes that the cable
industry has inherent scale advantages, and the proposed
transaction aims to capitalize upon these benefits. If successful,
the Charter-TWC-Bright House merger would create the second largest
cable operator in the US behind only Comcast Corporation (A3,
Positive) with approximately 17 million residential video
customers, 18 million residential high speed data customers and 9
million residential telephony customers. The three companies
combined revenue for 2014 was approximately $36 billion and
combined EBITDA was roughly $13 billion (Moody's adjusted).

Offsetting these strengths, Charter's credit metrics will remain
weak for a company of this size, as leverage is anticipated to be
just over 4.5x and free cash flow of about 5% of total debt (both
on a Moody's adjusted basis). Charter will need to invest heavily
to integrate the businesses and transition to a single operational
platform in order to achieve the projected cost synergies. The
business integration introduces risk of elevated customer churn and
market share erosion if service quality deteriorates during the
integration phase. In addition, the US pay-TV market has reached a
maturity point and new technologies are threatening the traditional
business model. Content costs continue to rise and competition may
prevent operators from passing the higher costs along to
customers.

With its headquarters in Stamford, Connecticut, Charter currently
serves approximately 4.3 million total video subscribers, 5.1 total
high speed data ("HSD") subscribers and 2.6 million telephony
subscribers. Charter's annual revenue for 2014 was approximately
$9.1 billion.

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.


CHESAPEAKE ENERGY: S&P Retains 'BB+' Rating on Sr. Unsecured Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Oklahoma City-based oil and gas exploration Chesapeake Energy
Corp.'s senior unsecured notes to '4' from '3'.  The '4' recovery
rating on the company's unsecured notes indicates S&P's expectation
of average (30% to 50%; lower half of the range) recovery in the
event of default.  The corporate credit and issue-level senior
unsecured debt ratings on the company remain 'BB+'.

The lower recovery expectation reflects S&P's lower 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, including recently revised natural gas
liquids assumptions.

The ratings on Chesapeake Energy reflect Standard & Poor's
assessment of the company's "satisfactory" business risk,
"aggressive" financial risk, and "adequate" liquidity, as defined
in S&P's criteria.  The ratings incorporate the company's very
large and diversified reserve base, and a favorable cost structure.
Nevertheless, these factors are offset by high negative price
differentials (including transportation costs) and projections of
high debt leverage, which S&P expects will likely exceed 5x in
2015.

S&P's updated recovery analysis on Chesapeake Energy includes these
assumptions:

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

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

   -- Natural gas liquids are priced at Chesapeake's realized
      discount to WTI over the past year.

   -- Although the credit facility is currently unsecured, S&P
      expects that it would become secured prior to a default
      based on rating triggers for the credit facility.

Simulated default assumptions:
   -- Simulated year of default: 2019

Simulated waterfall:
   -- Net enterprise value (after 5% administrative costs):
      $8.45 billion
   -- Secured first-lien debt claims: $4.2 billion
      --Recovery expectations: Not applicable
   -- Total value available to unsecured claims: $4.3 billion
   -- Senior unsecured debt: $12 billion
      --Recovery expectations: 30% to 50% (lower half of the
      range)

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

RATINGS LIST

Chesapeake Energy Corp.
Corporate Credit Rating                BB+/Negative/--

Issue-Level Ratings Unchanged; Recovery Rating Revised
                                        To            From
Chesapeake Energy Corp.
Senior Unsecured                       BB+           BB+
  Recovery Rating                       4L            3L



CJB HOLDING & TRUST: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: C. J. B. Holding & Trust Company LLC
        c/o Cornelius J. Beck, Jr.
        34 Old Evergreen Lane
        Pawleys Island, SC 29585

Case No.: 15-02839

Chapter 11 Petition Date: May 27, 2015

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Debtor's Counsel: Otis Allen Jeffcoat, III, Esq.
                  JEFFCOAT LAW, LLC
                  PO Box 3678
                  Myrtle Beach, SC 29578-3678
                  Tel: 843-626-9000
                  Fax: 843-839-9004
                  Email: ajeffcoat@jeffcoatlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cornelius J. Beck, Jr., manager and sole
member.

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


CLOUDEEVA INC: First Tek's $7.55M Bid Wins April Auction
--------------------------------------------------------
Sherri Toub, writing for Bloomberg News, reports that after several
rounds of bidding at auction, First Tek Inc.'s $7.55 million cash
bid emerged as the highest and best offer for most operating assets
of Cloudeeva Inc.  The bankruptcy judge signed an order April 9
approving the sale.

The sale was scheduled to close April 23.  According to the report,
if the sale is completed before April 23, First Tek will get a
$50,000 per business day credit toward the $7.55 million purchase
price, according to court papers. If it's completed after that
date, the price will be increased at the rate of $100,000 per
business day.

First Tek, the stalking horse bidder, initially offered $5.6
million to start the bidding for Cloudeeva.  When the dust settled
at an April 7 auction, its offer had increased almost 35 percent.

Following the sale, the Bankruptcy Court authorized the Richard B.
Honig, the Successor Chapter 11 Trustee, to enter into Employee
Confidentiality and Proprietary Rights and Stay Bonus Agreements;
and to pay stay bonuses to critical employees, in the Trustee's
sole discretion.  The total amount which the Trustee may pay toward
the
Stay Bonuses may not exceed $100,000.

                      About Cloudeeva, Inc.

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

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

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

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

                           *     *     *

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

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

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

That Plan was withdrawn in February 2015.

The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate.  The trustee was represented by
Saul Ewing LLP.  Richard B. Honig was later appointed as the
Chapter 11 successor trustee for Cloudeeva Inc.


CONGREGATION BIRCHOS: Court Sets June 19 as Claims Bar Date
-----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York set June 19, 2015 at 5:00 p.m. as
deadline for creditors of Congregation Birchos Yosef to file proofs
of claim.  Judge Drain also set Aug. 25, 2015, at 5:00 p.m. as last
day for governmental units to file their claims.

Proofs of claim must be sent via mail, hand delivery or by
overnight delivery service to:

         Clerk of Court
         300 Quarropas Street
         White Plains, NY 10601

                 About Congregation Birchos Yosef

Congregation Birchos Yosef is a religious corporation which was
formed on Jan. 16, 1985 for the purposes of creating and
maintaining a "House of Worship" in accordance with the traditions
of the Hebrew faith and to serve and advance the affairs of the
surrounding community under the leadership of the Grand Rebbe of
Nikolsburg.  Its principal office is located at 201 Route 306,
Monsey, New York.  It has real properties located in Spring Valley
and Monsey, New York.

Congregation Birchos Yosef sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26,
2015.  Breindy Lebovits signed the petition as vice-president. The
Debtor estimated assets and debt of $10 million to $50 million.

Douglas J. Pick, Esq., at Pick & Zabicki LLP, in New York,
represents the Debtor as counsel.

The Debtor has until June 26, 2015, to exclusively file a Chapter
11 plan and disclosure statement.


CRYOPORT INC: Amends 1.9 Million Common Shares Prospectus
---------------------------------------------------------
Cryoport, Inc. has amended its Form S-1 registration statement
relating to the firm commitment public offering of 1,953,125 shares
of its common stock, $0.001 par value, together with warrants to
purchase 1,953,125 shares of the Company's common stock at an
exercise price of 110% of the public offering price of a share of
common stock and a warrant to purchase common stock in this
offering.

The Company amended the Registration Statement to delay its
effective date.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol CYRXD.  On May 19, 2015, the Company
effected a reverse stock split on a 12-to-1 basis.  On May 8, 2015,
the last reported sale price for the Company's common stock was
$7.68 per share.  The Company has applied for listing of its common
stock and warrants on the NASDAQ Capital Market under the symbols
["CYRX"] and ["*"].  No assurance can be given that the Company's
application will be approved.

A full-text copy of the Form S-1/A is available for free at:

                        http://is.gd/FeXZaS

                           About Cryoport

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

Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.  As of March 31, 2015, Cryoport had $2.6
million in total assets, $3.02 million in total liabilities and a
$416,000 total stockholders' deficit.

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


CUE & LOPEZ: Court Won't Close Bankr. Case Just Yet
---------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico denied the application of Cue & Lopez
Construction Inc. for the issuance of a final decree under Section
1142 of the Bankruptcy Code closing its case.

Guy G. Gebhardt, the United States Trustee for Region 21, opposed
the Debtor's application, arguing that (1) properties proposed by
the bankruptcy exit plan to be transferred have not been
transferred yet; (2) there are still several motions pending
resolution by the Court; and (3) the effective date of the plan has
not occurred yet; all of which render the entry of a final decree
premature.  The United States Trustee added that the Debtor has
failed to pay the quarterly fees owed for the first calendar
quarter of 2015, plus accrued interest, which amounts to $4,886.
These fees were due by April 30, 2015, the Trustee noted.

As reported in the Troubled Company Reporter on April 30, 2015,
Oriental Bank and Trust also filed an application for the issuance
of a final decree. On Nov. 19, 2014, the Hon. Brian K. Tester
confirmed the Debtor's plan and its supplements.  The Court's
ruling was also in accordance with the stipulation between the
Debtor and Oriental Bank, filed on Aug. 4, 2014.

The TCR said on Oct. 29, 2014, the Debtor has filed with the Court
a third amendment to its Plan dated Oct. 22, 2014.

Under the Third Amended Plan, Class 3 (Oriental Bank) claims, shall
be paid on or before the Effective Date, by the transfer to
Oriental Bank of the above properties, with a combined estimated
value of $856,372.99, and the assignment of the remaining the
retainage.  In addition, Debtor will pay Oriental Bank $100,000
arising from the retainage assigned by Debtor to Oriental Bank as
to the Casa Maggiore Project, not property of Debtor's estate, paid
by Casa Maggiore, Inc. to Debtor and returned by Debtor thereto.
The $100,000 will be paid by a payment of $25,000 on the Effective
Date, the balance to be paid through twelve consecutive equal
monthly payments of $3,125 due on the 30th day of the subsequent
twelve month and a balloon payment for $37,500 on the 30th day of
the thirteen (13) month after the Effective Date.  Oriental Bank's
Class 5 Claim for $4,192,778.24 which includes Oriental Bank's
deficiency claim under Class 3 and Oriental Bank's current
unsecured claim, will he dealt with under Class 5 of the Plan.  The
Debtor will submit quarterly operating reports to Oriental
detailing Debtor's revenues, expenses, and results of operations,
during the term of the Plan.

The Holders of Allowed General Unsecured Claims, including the
deficiency claims of the secured creditors set forth above, will be
paid in full satisfaction of their claims 5% thereof, through 60
consecutive monthly installments of $12,157, commencing on the
Effective Date and continuing on the 30th day of the subsequent 59
months.

             U.S. Trustee's Objection to Final Decree

Guy G. Gebhardt, Acting United States Trustee for Region 21, has
opposed the Debtor's request for a final decree, as he understands
that the bankruptcy estate has not been fully administered nor has
the plan been "substantially consummated."

The U.S Trustee said Oriental Bank, whose secured claims are
classified under Class 3 of the Plan, was to receive as partial
payment for its claims the following properties:

   a) Residential Unit, Penthouse No. 515, at Hills View Plaza
Condominium, Frailes Ward, Guaynabo, Puerto Rico, with an estimated
disposition value of $237,526;

   b) Residential Unit (Apartment No. 633) at Vistas de Gurabo,
Puerto Rico, with an estimated disposition value of $132,433; and

   c) Residential Unit at Urb. Grand Palm II, Sabana Ward, Vega
Alta, Puerto Rico, with an estimated disposition value of
$174,825.

The U.S. Trustee argued that the properties proposed by the plan to
be transferred have not been transferred, and there are several
motions pending before the Court.  In addition, both the Debtor and
Oriental Bank seem to agree that the effective date under the plan
has not yet occurred; therefore, granting a final decree in this
case would be premature.

A copy of the Third Amended Plan is available for free at
http://bankrupt.com/misc/CUE_LOPEZ_378_3plan.pdf

                       About Cue & Lopez

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 13-08297) on Oct. 4, 2013.  The case is assigned to Judge
Brian K. Tester.

Cue & Lopez Contractors, Inc., filed a separate Chapter 11 petition
(Case No. 13-08299) on the same date.

The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.

Cue & Lopez Construction scheduled $13.3 million in total assets
and $17.5 million in total liabilities.  The Chapter 11 petitions
were signed by Frank F. Cue Garcia, president.


DAE AVIATION: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its 'B'
corporate credit rating on DAE Aviation Holdings Inc. on
CreditWatch with negative implications.  S&P is not placing its
issue ratings on the company's secured credit facility on
CreditWatch as it isare virtually certain that the facility will be
repaid as part of the transaction.

"The CreditWatch negative placement follows the recent announcement
that DAE's current parent, Dubai Aerospace Enterprise Ltd., is
selling the company to funds affiliated with the private-equity
firm Veritas Capital," said Standard & Poor's credit analyst
Christopher Denicolo.  Although the terms of the transaction were
not disclosed, S&P believes that DAE's leverage could increase
materially as a result.  Depending on the size of the increase, and
how long the company's leverage remains elevated, S&P may lower the
rating.

S&P plans to resolve the CreditWatch placement after it receives
more details from DAE's management and new owners regarding the
amount of leverage the company will carry following the proposed
transaction, as well as strategic and financial policy.  S&P could
lower the rating if DAE's leverage increases materially from its
current levels (debt-to-EBITDA of 4.5x-5.0x for the 12-months ended
March 31, 2015) and S&P expects it to remain elevated for more than
12-18 months.



DARLING INGREDIENTS: Moody's Alters Ratings Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Darling Ingredients Inc., but changed the rating outlook to
negative from stable. Moody's also changed several other of
Darling's ratings in connection with the issuance of new debt which
changes the overall secured/unsecured mix within the company's
capital structure. As such, Moody's upgraded Darling's senior
secured bank credit facilities to Ba1 from Ba2 and senior unsecured
debt to Ba3 from B1.

Moody's also assigned a Ba3 rating to Darling Global Finance B.V.'s
(a wholly owned, indirect subsidiary of Darling) proposed EUR515
million senior unsecured notes. Moody's also lowered Darling's
Speculative Grade Rating (SGL) to SGL-2 from SGL-1.

"The negative outlook reflects the material volatility and weakness
in Darling's operating performance, its moderately high financial
leverage, and the possibility of a ratings downgrade if earnings do
not improve" said Dominick D'Ascoli, a Vice President and Senior
Analyst at Moody's.

Darling's earnings and cash flow have exhibited a greater degree of
volatility than Moody's had previously expected. A significant
contributor to recent volatility and weaker performance has been a
material decline in corn and fat prices. EBITDA is well below prior
expectations and debt to EBITDA has increased to 4.6 times for the
twelve months ended April 4, 2015.

The Speculative Grade Rating was lowered to SGL-2 from SGL-1
because of modest cushion under the total leverage financial
covenant contained in the company's credit agreement. This covenant
was recently amended so that it remains at 5.0 times and no longer
steps down. Moody's believes that the amount of debt the company
can borrow under the revolving credit facility while remaining in
compliance with this covenant will be meaningfully restricted over
the next year. Nevertheless, Moody's expect availability to be
sufficient to meet operating needs.

Darling announced that it will issue EUR515 million in senior
unsecured notes at its indirect, wholly-owned subsidiary Darling
Global Finance B.V. and that the notes will be guaranteed by the
same entities that currently guarantee the existing 5.375% senior
unsecured notes due 2022, including Darling Ingredients Inc.
Proceeds from the note offering will be used to repay the euro
denominated portion of its senior secured term loan B. The
repayment of senior secured debt enhances recovery prospects of the
remaining senior secured debt because there is less senior debt to
satisfy from the value of the collateral. The upgrade to senior
secured ratings and senior unsecured ratings is contingent upon
successful completion of the note offering and repayment of the
euro denominated term loan B facility. Moody's will withdraw the
rating on the euro denominated term loan B upon its repayment.

Ratings Assigned:

Darling Global Finance B.V.

  -- EUR515 million senior unsecured notes due 2022 at
     Ba3 (LGD 5)

Ratings Affirmed:

Darling Ingredients Inc.

  -- Corporate Family Rating at Ba2

  -- Probability of Default Rating at Ba2-PD

  -- $700 million euro denominated senior secured term loan B at
     Ba2 (LGD 3)

Ratings Lowered:

Darling Ingredients Inc.

  -- Speculative Grade Liquidity Rating to SGL-2 from SGL-1

Ratings Upgraded:

Darling Ingredients Inc.

  -- $1,000 million senior secured revolving credit facility to
     Ba1 (LGD 3) from Ba2 (LGD 3)

  -- $350 million senior secured term loan A to Ba1 (LGD 3) from
     Ba2 (LGD 3)

  -- $600 million senior secured term loan B to Ba1 (LGD 3) from
     Ba2 (LGD 3)

  -- $700 million euro denominated senior secured term loan B to
     Ba1 (LGD 3) from Ba2 (LGD 3)

  -- $500 million senior unsecured notes due 2022 to Ba3 (LGD 5)
     from B1 (LGD 6)

The outlook on all ratings is negative.

Darling's Ba2 Corporate Family Rating reflects moderately high
financial leverage and exposure to earnings and cash flow
volatility from commodity price swings. It also reflects exogenous
raw material supply risks from animal disease, government
regulations, and trade restrictions. The rating also reflects good
profitability, good geographic and end market diversity, and the
use of raw material pricing formulas that help reduce volatility in
a portion of its business.

The ratings could be lowered if earnings do not improve or
liquidity deteriorates. Moody's could also downgrade the ratings if
it expects debt to EBITDA to exceed 4.5 times on a sustained
basis.

The rating could be upgraded if Darling is able to improve credit
metrics. Specifically, the company would need to take measures to
reduce volatility in its earnings and cash flow, and sustain debt
to EBITDA below 3.5 times.

The principal methodology used in this rating was Global Protein
and Agriculture Industry published in May 2013. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Darling provides rendering and recycling services to the food
industry. The company processes food waste such as animal
by-products, used cooking oil, and commercial bakery residuals into
ingredients used in diverse applications in the food, pet food,
pharmaceutical, feed, fuel and fertilizer industries. Ingredients
include gelatin, tallow, feed grade fats, meat and bone meal,
poultry meal, yellow grease, fuel feed stocks, natural casings and
hides. The company's operations are primarily located in North
America and Europe with a modest presence in China, South America,
and Australia. Revenues were $4.0 billion for the twelve months
ended January 3, 2015.


DEWEY & LEBOEUF: Prosecutor Alleges Defunct Firm Cooked Books
-------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
with a prosecutor told jurors on May 26 that when the financial
crisis was in full swing, a top executive at Dewey & LeBoeuf LLP
and two of the law firm's finance department employees met over
dinner in Manhattan to figure out accounting adjustments that could
help the firm to appear to meet crucial covenants on its bank
debts.

According to the Journal, prosecutors say the meeting resulted to a
so-called "Master Plan," which led to falsely reducing expenses,
falsely increasing revenue, and falsifying invoices, among other
improper adjustments.  Prosecutors allege that ex-Chief Financial
Officer Joel Sanders, who they said attended that dinner at Del
Frisco's Steakhouse, worked together with ex-Chairman Steven Davis
and ex-Executive Director Stephen DiCarmine to oversee a yearslong
ploy to mask the true nature of the now-defunct law firm's
finances, the Journal related.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DISTRICT AT MCALLEN: Wants Court to Abate Decision on Petition
--------------------------------------------------------------
The District at McAllen, LP, movant, City Bank Texas and
petitioning creditor, Dr. Ernesto H. Ramirez, agreed to attend
mediation on the issue and request the U.S. Bankruptcy Court for
the Southern District of Texas to abate its decision on the
Involuntary Petition, to allow the mediation to be concluded.

The parties will notify the Court of the results of the mediation
and will then either request the Court issue its order on the
Involuntary Petition or, move to approve any settlement.

City Bank is represented by:

         Mark E. Andrews, Esq.
         COX SMITH MATTHEWS INCORPORATED
         1201 Elm Street, Suite 3300
         Dallas, TX 75270
         Tel: (214) 698-7800
         Fax: (214) 698-7899
         E-mail: mandrews@coxsmith.com

The Debtor is represented by:

         Antonio Villeda, Esq.
         5414 N. 10th Street
         McAllen, TX 78504
         Tel: (956) 631-9100
         Fax: (956) 631-9146
         E-mail: avilleda@mybusinesslawyer.com

Mr. Ramirez is represented by:

         Nathaniel Peter Holzer, Esq.
         JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.
         The Riviana Building
         500 North Shoreline Blvd., Suite 900
         Corpus Christi, TX 78401-0341
         Tel: (361) 884-5678
         Fax: (361) 888-5555
         E-mail: pholzer@jhwclaw.com

On Dec. 2, 2014, Dr. Ernesto Ramirez filed an involuntary Chapter
11 bankruptcy petition against McAllen, Texas-based The District
at
McAllen LP (Bankr. S.D. Tex. Case No: 14-70661).  The petitioner's
counsel is Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble
Culbreth & Holzer PC.


DORAL FINANCIAL: Judge Approves Sale of Insurance Unit
------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Shelley C. Chapman in Manhattan approved the
$17.25 million sale of Doral Financial Corp.'s insurance arm to
Popular Insurance LLC, which won a competitive auction for the
business.

According to the Journal, citing prior court filings, Popular
Insurance won a 28-round auction on May 12 against Anglo-Puerto
Rico Insurance Corp., which had served as the opening bidder with a
$10.75 million offer.

                        About Doral Financial

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

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

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

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

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

The Debtor tapped Ropes & Gray LLP as counsel.

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

The U.S. trustee overseeing the Chapter 11 case of Doral Financial
Corp. appointed five creditors of the company to serve on the
official committee of unsecured creditors.


EASTERN HILLS: Texas Judge Closes Chapter 11 Bankruptcy Case
------------------------------------------------------------
The Hon. Stacey G. Jernigan U.S. Bankruptcy Court for the Northern
District of Texas approved an application for final decree closing
the Chapter 11 case of Eastern Hills Country Club filed by Robert
Yaquinto, Jr., Esq., at Sherman & Yaquinto LLP, the Debtor's
trustee and plan agent.

As reported in the Troubled Company Reporter on April 30, 2015,
according to Mr. Yaquinto, substantial consummation of the Debtor's
Chapter 11 reorganization plan has occurred and a final decree
should be entered.  The trustee has commenced distributions under
the Plan and has with few exceptions paid all allowed claims.  He
will continue distributions under the plan in accordance with the
plan.  

Mr. Yaquinto said the Debtor is not aware of any sums payable to
the Clerk or the Court for any charges.  The Debtor believes all
U.S. Trustee fees due and owing have been paid.  To the extent any
U.S. Trustee fees are owed, the Debtor will pay such fees in a
timely manner upon entry of an order closing this case.

Mr. Yaquinto said the Debtor delayed filing the application for
final decree because this case presented unique tax issues with
which the Debtor was unfamiliar.  The final tax return was received
by Internal Revenue Service on Jan. 30, 2015 with a request for a
prompt determination pursuant to Section 505(b) of the Bankruptcy
Code.

Mr. Yaquinto can be reached at:

  Robert Yaquinto, Jr.
  SHERMAN & YAQUINTO, L.L.P.
  509 North Montclair Avenue
  Dallas, TX 75208-5498
  Tel: 214/942-5502
  Fax: 214/946-7601

                       About Eastern Hills

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David Harvey
as president.  Richard W. Ward, Esq., serves as the Debtor's
counsel.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq. foot
putting green, practice facility, and driving range.  The golf
course has been home of the Texas Womens Open since 2011.

Judge Stacey G. Jernigan presides over the bankruptcy case.

Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club.  He is represented by his firm, Sherman
& Yaquinto, LLP.

On April 15, 2014, the Court granted the trustee approval to sell
the principal asset of the Debtor.


EL PASO CHILDREN'S HOSPITAL: Has Interim OK to Use Cash
-------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas, El Paso Division, gave El Paso
Children's Hospital Corporation and 4845 Alameda Avenue El Paso,
Texas 79905, interim authority to use cash collateral securing
their prepetition indebtedness through June 11, 2015.

No creditors other than El Paso Hospital District d/b/a University
Medical Center, Cardinal Health, AmerisourceBergen Drug
Corporation, and ASD Specialty Healthcare claim liens on the
Debtor's cash collateral.

There will be a final hearing on the Debtor's continued use of cash
collateral and any objections thereto on June 11, at 1:30 p.m.
(MT), 2:30 p.m. (CT).  Parties must file and serve objections and
exchange witness and exhibit lists on or before June 4.

                 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: Patient Info Privacy Protocol OK'd
---------------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas, El Paso Division, approved El Paso
Children's Hospital Corporation and 4845 Alameda Avenue El Paso,
Texas 79905's procedures to maintain the confidentiality of patient
information as required by applicable privacy rules.

As previously reported by The Troubled Company Reporter, the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA") and
the Texas Medical Records Privacy Act ("TMRPA") require the
maintenance of confidentiality of patient information.  

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.

The procedures 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 will 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.


ENDICOTT INTERCONNECT: Court Dismisses EI Transportation's Case
---------------------------------------------------------------
The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern
District of New York dismissed the Chapter 11 case of EI
Transportation Company, LLC, a debtor-affiliate of Endicott
Interconnect Technologies, Inc.

As reported in the Troubled Company Reporter on March 31, 2015,
according to Transportation, as of the Petition Date, it was not
operating and did not have any employees.

Since the sale closing, Transportation's counsel investigated the
security deposits and prepayments disclosed in Schedule B and
determined that all of them were applied by the creditors holding
the funds.  In addition, Transportation used its cash to pay the
quarterly fees due the Office of the U.S. Trustee, so that after
paying the outstanding fees due for the fourth quarter of 2014 and
first quarter of 2015, cash totaling $95.70 will remain in
Transportation's estate.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in Utica,
New York, on July 10, 2013, to sell the business before
cash runs out.  David W. Van Rossum is the Debtors' sole officer.
Bond, Schoeneck & King, PLLC, is counsel to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

The Debtors notified the Bankruptcy Court that the Effective Date
of their Second Amended Plan of Liquidation dated Jan. 22, 2015
occurred on Feb. 27, 2015.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics, Inc.,
Acbel Polytech, Inc., Cadence Design Systems, Inc., Orbotech, Inc.,
Tyco Electronics, and High Performance Copper Foil, Inc. as
members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be $20.8 million
in claims to bring against insiders.  In August 2013, the
judge authorized the committee to conduct an investigation of the
insiders.



EQUESTRIAN PROPERTY: Case Summary & 10 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: The Equestrian Property, LLC
        6780 SW Martin Hwy
        Palm City, FL 34990

Case No.: 15-19564

Chapter 11 Petition Date: May 27, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Susan D. Lasky, Esq.
                  SUSAN D LASKY, PA
                  915 Middle River Dr, Suite 420
                  Fort Lauderdale, FL 33304
                  Tel: (954) 400-7474
                  Fax: (954) 206-0628
                  Email: ECF@suelasky.com
                         Jessica@SueLasky.com

Total Assets: $1 million

Total Liabilities: $2.9 million

The petition was signed by George Cosman, managing member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-19564.pdf


ERNESTO MELENDEZ-PEREZ: Awarded $15,641 in Damages
--------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte awarded a total of $15,641.60
in damages in favor of the Plaintiff in the case captioned ERNESTO
ANTONIO MELENDEZ PEREZ Plaintiff, v. MARGARITA DIAZ RIVERA
Defendant, ADV. PROC. NO. 12-00386 (ESL) (Bankr. D.P.R.)

On October 12, 2012, Ernesto A. Melendez Perez filed an adversary
proceeding against Defendant Margarita Diaz Rivera, with a prayer
for damages under 11 U.S.C. Section 362(k) for the alleged
violation by the Defendant of the automatic stay provisions of 11
U.S.C. Section 362(a).  The court found the Defendant legally
liable for having violated the automatic stay provisions.

In determining the extent and amount of damages to be awarded to
the Plaintiff, Judge Lamoutte held that an individual injured by
any violation of the automatic stay shall recover actual damages,
including costs and attorney's fees.  This may also include
emotional distress when the same is apparent from the particular
circumstances involving the stay violation.

An evidentiary hearing was held on November 18, 2014.  After
considering the evidence presented, Judge Lamoutte awarded in favor
of the Plaintiff and against the Defendant a total of $15,641.60 in
damages consisting of: $10,000 for emotional damages, $1,664 for
medical fees, and $3,977.60 for attorneys' fees.

A copy of the April 28, 2015 opinion and order is available at
http://is.gd/wc18yAfrom Leagle.com.

Ms. Diaz-Rivera sought dismissal of Mr. Melendez-Perez's Chapter 11
case (Bankr. D.P.R. Case No. 12-03808), for "failure of the debtor
to pay any domestic support obligation that first becomes payable
after the date of the filing of the petition."  The Debtor opposed.
As reported by the TCR on July 23, 2014, Judge Lamoutte denied the
Motion to Dismiss as it finds that the life insurance policy
obligation is not a domestic support obligation.


ERNESTO MELENDEZ-PEREZ: Chapter 11 Plan Confirmed
-------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte confirmed the debtor's Chapter
11 plan of reorganization dated February 27, 2014, in the case
captioned IN RE: ERNESTO A. MELENDEZ PEREZ, CHAPTER 11, Debtor, NO.
12-03808 (ESL) (Bankr. D.P.R.)

Creditor Margarita Diaz Rivera voted to reject the Plan.
Notwithstanding, Judge Lamoutte considered the disclosure statement
approved by the court, the chapter 11 plan dated February 17, 2014,
the statement in support of confirmation, the ballots showing the
acceptances and rejections to the plan, the testimony of the Debtor
and CPA Ricardo Justiniano Lanza, the documentary evidence, and the
arguments by counsel.  He concluded that the chapter 11 plan met
the requirements of 11 U.S.C. Section 1129(b).

A copy of the May 1, 2015 opinion and order is available at
http://is.gd/1WdvDFfrom Leagle.com.


FAMILY CHRISTIAN: Seeks Oct. 9 Extension of the Plan Filing Date
----------------------------------------------------------------
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, ask the U.S. Bankruptcy Court for the Western District
of Michigan to extend the exclusive period by which the Debtors may
file a plan until October 9, 2015, and solicit votes on that plan
until December 8, 2015.

The Debtors' counsel, A. Tod Almassian, Esq., at Keller &
Almassian, PLC, in Grand Rapids, Michigan, tells the Court that the
Debtors require additional time to formulate and file a plan.
Since filing the Petition, the Debtors had been actively pursuing a
sale process.  The Debtors, Mr. Almassian says, are optimistic that
closing of the Sale will occur as soon as possible after the June
4, 2015 Sale Hearing and, in any event, no later than June 8, 2015.
As the Sale Hearing is only one week prior to the expiration of
the June 11, 2015 plan filing exclusivity period, it will be
impossible for the Debtors to develop a plan in light of the Sale
process and the uncertainty associated therewith, Mr. Almassian
asserts.

The Debtors are represented by:

          A. Todd Almassian, Esq.
          Greg J. Ekdahl, Esq.
          KELLER & ALMASSIAN, PLC
          230 East Fulton
          Grand Rapids, MI 49503
          Telephone No. (616)364-2100  
          Email: talmassian@kalawgr.com
                 gekdahl@kalawgr.com

             --- and ---

          Erich Durlacher, Esq.
          Brad Baldwin, Esq.
          BURR & FORMAN LLP
          171 17th Street, N.W. - Suite 1100
          Atlanta, GA 30363
          Telephone: (404)815-3000
          Facsimile: (404)817-3244
          Email: edurlacher@burr.com
                 bbaldwin@burr.com                 

                    About Family Christian, LLC.

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.


FL 6801 SPIRITS: Wins Confirmation of Full-Payment Plan
-------------------------------------------------------
FL 6801 Spirits LLC, et al., have won approval of a liquidating
plan that proposes to pay all creditors in full and make
distributions to equity holders.

Judge Shelley C. Chapman at the May 20 hearing approved the
adequacy of the explanatory disclosure statement.  No objections or
responses to the Plan and Disclosure Statement were filed.  No
votes were solicited as no classes of claims are impaired under the
Plan.

The Debtors filed a notice reflecting the proposed amounts of the
administrative claims fund, the disputed claims reserve, and the
Expense reserve as contemplated under the Plan.

       Reserve                               Proposed Amount
       -------                               ---------------
Administrative Claims Fund for Allowed
Administrative Claims, including any
accrued and estimated Professional Fee
Claims and Expenses and additional U.S.
Trustee Fees                                     $825,000

Expense Reserve, including fees and
expenses to be incurred by the Plan
Administrator to effectuate the liquidation
and wind down of the Debtors, and
resolve and/or object to Disputed Claims         $500,000

Disputed Claims Reserve Account for
Disputed Claims, including the KM
Escrow Fund of approximately $312,400,
disputed tax claims and unsecured claims.        $590,000

According to the notice of the confirmation order, except for
professional fee claims and United States Trustee quarterly fees,
all persons and entities including, but not limited to,
individuals, partnerships, corporations, estates, trusts and
governmental units holding administrative claims or expenses
against the Debtors that arose after the closing date (the
"Post-Sale Closing Claims"), i.e., unpaid expenses and/or claims
that arose on or after Jan. 14, 2015, must file a request for
allowance and payment of such claim on or before June 25, 2015.

A declaration was filed by Anthony Barsanti, Vice President of
Lehman ALI Inc., the sole member of PAMI ALI LLC ("PAMI ALI"),
which is, in turn, the sole member and manager of FL 6801 Spirits,
in support of confirmation of the Plan, a copy of which is
available for free at:

        http://bankrupt.com/misc/FL_6801_Declaration_Plan.pdf

A copy of the order confirming the Plan is available for free at:

        http://bankrupt.com/misc/FL_6801_Plan_Order.pdf

                       The Liquidating Plan

The Debtors in January 2015 sold most of their assets, including
the Canyon Ranch Hotel & Spa in Miami Beach, to a Z Capital
Partners unit for $21.6 million, following a court-sanctioned
auction.  Z Capital Florida Resort, LLC, the entity created to
acquire the assets, beat rival bidders North Beach Development, LLC
and 360 Vox LLC, which opened the auction with a $12 million
offer.

The primary objective of the Plan is to provide a mechanism to
implement the liquidation of the Debtors' remaining assets,
reconciling and fixing the claims asserted against the Debtors,
and
distributing the net liquidation proceeds, including the sale
proceeds, in conformity with the distribution scheme provided by
the Bankruptcy Code and prior orders of the Court.

As of the Petition Date, the Debtors' liabilities consisted
primarily of $1.67 million in obligations under a secured loan
extended by PAMI ALI LLC.  The prepetition secured obligations
were
satisfied from the sale proceeds.

The Plan provides that holders of administrative claims estimated
to total $950,000, priority claims totaling $243,000, and general
unsecured claims estimated at $1,650,000 will be paid in full.
Holders of equity interests will receive any of the proceeds
remaining after payment of all claims.  No class is impaired.
Therefore, all classes are presumed to have accepted the Plan.

A copy of the Disclosure Statement dated April 13, 2015 is
available for free at:

       http://bankrupt.com/misc/FL_6801_Spirits_DS.pdf

                     About FL 6801 Spirits

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

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

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

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

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history.  Lehman's Chapter 11 plan became effective on March 6,
2012.


FREESEAS INC: Has Deal for Financing of Vessel Acquisition
----------------------------------------------------------
FreeSeas Inc. has entered into an agreement with a group of
Norwegian based investors for the financing of the acquisition of
assets valued up to US$15 million.  Upon the vessel acquisition by
the investors, their ship-owning entities will enter into long-term
bareboat charter agreements with the Company's subsidiaries
including a number of purchase options in the Company's favour, on
a profit-sharing basis with the investors.  The Company shall
identify suitable acquisition candidates within a six-month period.
The investors will be responsible for providing suitable bank
financing of approximately up to 50% to 60% to enable the
completion of the transaction.  Depending on the final leverage and
acquisition price, a charter hire rate of up to $5,600 per day will
be payable after the commencement of the charter.

Concurrently with the transaction, the Company has agreed to place
a mortgage on the M/V "Free Maverick" as security.  The Company has
the option to replace the vessel with cash security at any time.
If however, the vessel is not replaced by cash security, $1,400 per
day will be payable upon the commencement of the bareboat charter
of the acquisition vessel.

In addition, the M/V "Free Hero" and M/V "Free Goddess" have been
sold for consideration as part of the security package, and the
Company's subsidiaries have entered into long-term bareboat
agreements for those vessels with purchase options at a daily hire
rate of $1,100 per vessel.

The total agreed security provided by the Company amounts to US$9
million, with a cash release of up to US$2 million in stages.

Mr. Ion G. Varouxakis, chairman, president and chief executive
officer of the Company, commented: "We are pleased to enter into
these agreements, which enable the Company to leverage its balance
sheet for fleet expansion at an opportune time for counter-cyclical
investments in the dry-bulk market.  Being positioned as a buyer in
a falling asset prices environment we believe is the best possible
strategy.  The demonstrated ability of the Company to raise capital
even in difficult environments is a testament to the dedication and
determination of management and the board to succeed in its goal to
turn around the Company to profitability."

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas reported a net loss of $12.7 million in 2014, a net loss
of $48.7 million in 2013 and a net loss of $30.9 million in 2012.

As of Dec. 31, 2014, the Company had $64.25 million in total
assets, $39.2 million in total liabilities and $25 million total
shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements.  Furthermore, the vast majority of
the Company's assets are considered to be highly illiquid and if
the Company were forced to liquidate, the amount realized by the
Company could be substantially lower that the carrying value of
these assets.  Also, the Company has disclosed alternative methods
of testing the carrying value of its vessels for purposes of
testing for impairment during the year ended December 31, 2014.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.


FTS INTERNATIONAL: S&P Lowers CCR to 'B-', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Fort Worth, Texas-based oilfield services provider
FTS International Inc. (FTSI) to 'B-' from 'B'.  The outlook is
stable.  At the same time, S&P lowered its issue-level rating on
the company's existing senior secured debt to 'CCC+' from 'B', and
revised its recovery rating on the debt to '5' from '4'.  The '5'
recovery rating reflects S&P's expectation of modest (10% to 30%;
higher end of range) recovery to creditors in the event of a
payment default.

S&P also assigned its 'B+' issue-level rating and '1' recovery
rating to the company's proposed $350 million senior secured
floating rate notes.  The '1' recovery rating reflects S&P's
estimate of very high (90% to 100%) recovery to creditors in the
event of a default.

"The downgrade reflects our expectation that prices for hydraulic
fracturing services will remain significantly depressed until the
first half of 2016 due to a fall in U.S. onshore drilling activity
and severe overcapacity in the market," said Standard & Poor's
credit analyst Christine Besset.

"We now forecast that FTS International's EBITDA will be close to
zero in 2015, before recovering in 2016 and 2017, which is in line
with our expectations of strengthening oil prices and a gradual
recovery in drilling activity," she added.

S&P expects the company's FFO to debt and debt to EBITDA to be
below 12% and above 6x, respectively, over the next two years.
However, S&P believes that the proposed notes issuance will enable
the company to maintain "strong" liquidity, as defined in S&P's
criteria, throughout the industry downturn, and therefore, S&P
maintains a stable outlook on its ratings.

S&P assesses FTSI's business risk profile as "vulnerable" and the
financial risk profile as "highly leveraged."  S&P characterizes
the company's liquidity as "strong," as defined in its criteria.

The stable outlook reflects S&P's expectation that FTS will
maintain strong liquidity through the downturn pro forma for the
proposed transaction.

S&P could lower the rating if it expected liquidity to deteriorate,
which would most likely occur if demand for fracking services
weakened further than currently forecast or S&P believed that the
capital structure becomes unsustainable.

S&P could revise the outlook to stable if it expected that FTSI's
FFO to debt ratio would remain above 12% for a sustained period and
strong liquidity, which would most likely occur if the company can
maintain EBITDA margins above 12%.



GARLOCK SEALING: Settles Asbestos Claims; File Reorganization Plan
------------------------------------------------------------------
A Settlement has been reached in a bankruptcy involving claims
about exposure to asbestos-containing gasket and packing products.
Garlock Sealing Technologies LLC, The Anchor Packing Company, and
Garrison Litigation Management Group, Ltd. have filed a plan of
reorganization to restructure their business and pay claims.

The products (with names like Garlock, Blue-Gard, Gylon, and
Flexseal) were used in places where steam, hot liquid or acids
moved through pipes, including in shipbuilding, oil refinery,
chemical, paper and pulp, semi-conductor, power, and construction
industries as well as in maritime/naval vessels.  

Rights may be affected for individuals who:

   -- Worked with or around Garlock asbestos-containing gaskets or
packing, or any other asbestos-containing product for which Debtors
are responsible, or

   -- Have a claim now or in the future against the Debtors for
asbestos-related disease caused by any person's exposure to
asbestos-containing products.

Even if individuals have not yet been diagnosed with any disease or
experienced any symptoms, their rights may be affected.  The Court
has appointed a Future Claimants' Representative ("FCR") to
represent the rights of these future claimants.  Future claimants
do not need to file a claim at this time.

The Plan is the result of a settlement agreement between the FCR,
the Debtors, and the Debtors' parent company.  The Plan proposes to
use $357.5 million to pay, in full, all pending and future asbestos
claims against Garlock and Garrison.  If necessary, up to $132
million in additional funding will be provided.  If the Plan is
approved, individuals will no longer be able to file claims
directly against the Debtors or affiliated companies.  If
individuals have claims only against Anchor, they are not expected
to recover anything, as that company has no assets and will be
dissolved.

Individuals must file a claim by October 6, 2015, if they:

   -- Have a claim against Garlock or Garrison based on an
asbestos-related injury diagnosed on or before August 1, 2014,

   -- Have not settled with the Debtors, and
   
   -- Filed a lawsuit against any other defendant or a claim
against any asbestos trust as of August 1, 2014.

If they do not file a claim, they may lose the right to bring a
claim in the future.  Individuals diagnosed with disease after
August 1, 2014 do not have to file a claim at this time, but may be
able to vote or object to the Plan.

All identifiable asbestos claimants or their attorneys will receive
the "Solicitation Package."  This includes the Plan, Voting Ballot,
and other information.  If an individual has not filed a claim yet,
they can vote on the Plan by providing certified information about
their claim, or making a motion to vote as described in the
Solicitation Package available online or by calling the toll-free
number.  Individuals will need to vote on the Plan by October 6,
2015.  The FCR will support and vote to accept the Plan on behalf
of the future claimants.  Individuals may also object to the Plan
and the adequacy of the FCR's representation of future claimants by
October 6, 2015.

A hearing to consider confirmation of the Plan will begin at 10:00
a.m. ET on June 20, 2016, at the US Bankruptcy Court, Western
District of North Carolina, 401 West Trade Street, Charlotte, NC
28202.

Please visit the website, http://www.GarlockNotice.com/for more
information and important documents.

                     About Garlock Sealing

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

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

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

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

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

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

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


GASTAR EXPLORATION: Moody's Alters Outlook to Stable
----------------------------------------------------
Moody's Investors Service changed Gastar Exploration Inc.'s outlook
to stable from positive and affirmed its Caa1 Corporate Family
Rating. Moody's also affirmed Gastar's Caa1-PD Probability of
Default, Caa2 senior secured notes rating, and SGL-3 speculative
grade liquidity rating.

"The continuing weak commodity price environment is pressuring
Gastar's cash flow based metrics and is not allowing it to grow its
production meaningfully," said Arvinder Saluja, Moody's Vice
President.

Ratings Affirmed:

Gastar Exploration Inc.

  -- Corporate Family Rating (CFR) -- Caa1

  -- Probability of Default -- Caa1-PD

  -- $325 million Senior Secured Notes -- Caa2 (LGD 5 from LGD 4)

  -- Speculative Grade Liquidity Rating -- SGL-3

Outlook Actions:

  -- Outlook to Stable from Positive

Gastar's Caa1 CFR reflects its relatively modest scale and
geographic concentration, execution risk related to growth, its
limited track record in the Hunton Limestone play, and weak cash
flow coverage metrics. Even though Gastar has a balanced production
mix with roughly 50% natural gas, 30% oil, and 20% natural gas
liquids (NGLs), weaker prices have impacted all three streams. This
tough environment makes it harder for Gastar to increase its
production scale due to decreased capex and drilling activity. The
rating is supported by Gastar's operator status for most of its
reserves, particularly in the Marcellus Shale, track record of
using joint ventures (JVs) to reduce capital spending, and
available inventory of drilling opportunities to facilitate future
growth when cash flow permits.

The company has adequate liquidity, as reflected by the speculative
grade liquidity rating of SGL-3, to cover its cash needs through at
least early-2016. Moody's expect the company to use cash from
operations and available liquidity (including revolver borrowings)
to fund its capital spending program. The company upsized its
borrowing base revolver to $200 million in March 2015 and adjusted
its covenants to provide increased cushion. It had $135 million
available under the revolver as of March 31, 2015. However, the
borrowing base could decline in next redeterminations and covenant
cushion could decrease in 2016 as requirements step up and
favorable hedges roll off.

The stable outlook reflects the expectation that Gastar will
maintain its production, reserves base, and adequate liquidity in
this difficult price environment. An upgrade is possible if
retained cash flow to debt approaches 20% while the company
maintains its production and reserve base as well as adequate
liquidity. A meaningful decline in production and/or weak liquidity
could prompt a downgrade. Sustained leverage above $40,000 / boe/d
on a production basis and above $14/boe on a PD reserves basis
could also lead to a negative ratings action.

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

Gastar is a publicly traded independent oil and gas exploration and
production company, which is headquartered in Houston, Texas.


GENERAL MOTORS: Bankr. Judge Grants Stay of Ignition Switch Suits
-----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Robert Gerber in New
York agreed to stay dozens of suits filed against General Motors
Co. in connection with ignition switch defects for certain cars,
saying that dismissing the cases at this juncture could prove
"cumbersome" if plaintiffs' appeal of his order barring the suits
is successful.

According to the report, Judge Gerber had allowed General Motors
Co. to emerge from bankruptcy in 2009 and leave behind liabilities
from "Old GM," and ruled in mid-April that those protections
blocked most car owners seeking to sue the new company.

                    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.


GOLD RIVER: Court Approves Keller Williams as Real Estate Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Gold River Valley, LLC, to employ Keller Williams Santa
Monica/Pacific Palisades as real estate broker, effective as of
Feb. 16, 2015.

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

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  

David B. Golubchik, Esq., and Jeffrey S. Kwong, Esq., at Levene,
Neale, Bender, Yoo & Brill L.L.P., represents the Debtor as
counsel.

The Debtor disclosed $12,000,000 in assets and $8,720,911 in
liabilities as of the Chapter 11 filing.


GOLDEN LAND: Judge Set to Confirm Sale-Based Plan
-------------------------------------------------
Judge Nancy Hershey Lord on May 19 held a hearing on the Amended
Chapter 11 Plan for Golden Land LLC.  The Plan was proposed by its
Chapter 11 Trustee and creditor 37 Avenue Realty Associates, LLC,
and is set to confirm the Plan.

A public auction sale was conducted on April 30 for the Debtor's
real property located at 142-21/27 37th Avenue, Queens, New York
11354, consisting of four commercial condominium units, eleven
residential condominium units and 29 parking spaces.  Winnie Lam
and Brian Lam, their designees or assignees, submitted the highest
bid for the property with a purchase price of $11,750,000.

Gregory M. Messer, the Chapter 11 Trustee won approval of the
disclosure statement explaining the Plan on April 2, 2015.  The
judge scheduled an auction for April 30 and scheduled a Plan
confirmation hearing for May 7, which was adjourned to May 7.

The court-approved sale rules provided that secured creditor 37
Avenue Realty Associates LLC, will provide an initial credit bid of
$12,600,000 and will be permitted to increase its credit bid at the
auction up to the maximum amount of its allowed secured claim of
$13.8 million.  According to the Proposed Plan Order, however, at
the April 30 auction, 37 ARA agreed to a accept sum less than the
amount of its secured claim and the Joint Plan proponents agreed to
accept a sum less than the minimum credit bid set forth in the
Amended Plan.

According to the proposed Plan Order submitted by the Trustee on
May 27, no objections to the Joint Plan or to the sale of the
Property has been filed.

According to the balloting report, 37 ARA, as holder of the sole
claim in Class 1, voted to accept the Plan.  AC Tower Condominium,
the sole claimant in Class 2, did not submit a ballot.  No ballots
were also received from holders of unsecured claims in Class 3.
Holders of member interests in Class 4 were not impaired under the
Plan.

The Proposed Order provides that in the event that Al Yueh Chang,
Yu Ying Chen, Mei Di Kui and/or AC Tower Condominium, Inc.,
collectively or jointly, fail to vacate the Property and surrender
physical possession to the Trustee within three calendar days of
the entry of the Order, the United States Marshals for the Eastern
District of New York and/or the Sheriff of Queens County are
authorized and directed to assist the Trustee, 37 ARA or the
Purchasers, if necessary, to evict Al Yueh Chang, Yu Ying Chen, Mei
Di Kui and/or AC Tower Condominium, Inc. from the Property.

A copy of the Disclosure Statement dated Feb. 4, 2015, is available
for free at:

A copy of the disclosure statement dated Feb. 4, 2015 is available
for free at:

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

A copy of the Proposed Order Confirming the Plan is available at:

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

                       About Golden Land LLC

Golden Land LLC owns real property located at 142-21/27 37th
Avenue, Queens, New York.  The premises is commercial investment
property, consisting of four commercial condominium units,
twenty-nine parking spaces, and eleven residential condominium
units contained in the building known as the American-Chinese
Tower
Condominium and located at 142-21/27 37th Avenue, Queens, New
York.

Using financing from Chinatrust Bank, the Debtor constructed the
building in 2003 and sold 19 units over the next several years
before falling into default with its lender at the time. Chinatrust
thereafter commenced a foreclosure action in 2012, and sometime
shortly thereafter sold the loan and underlying loan documents to
37 Avenue Realty Associates LLC.  In the foreclosure action,
Lawrence Litwack was appointed receiver.

Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014.

The Debtor disclosed $15,423,997 in assets and $13,459,740 in
liabilities as of the Chapter 11 filing.

Judge Nancy Hershey Lord on July 9, 2014, entered an order
directing that the receiver remain in possession of the premises.

Xiangan Gong, Esq., at Xiangan Gong serves as the Debtor's
counsel.

Gregory Messer, the Chapter 11 Operating Trustee tapped LaMonica
Herbst & Maniscalco LLP as his counsel and Besen & Associates as
his broker.


GREEN AUTOMOTIVE: Appoints 2 Directors to Board
-----------------------------------------------
Green Automotive Company appointed Mr. Ben Rainwater and Ms. Agnes
Cha to its Board of Directors.  In addition, the Board appointed
Mr. Rainwater as the Company's chief executive officer and Ms. Cha
as the Company's senior vice president, corporate affairs,
effective on May 14, 2015, according to a Form 8-K filed with the
Securities and Exchange Commission.  

Pursuant to these appointments the Company agreed to issue Mr.
Rainwater and Ms. Cha 150,000 shares of its Series A Convertible
Preferred Stock each.   When issued, the issuances will be exempt
from registration pursuant to Section 4(a)(2) of the Securities Act
of 1933, since the investors are either accredited or sophisticated
investors and are familiar with our operations.

Since June 6, 2014, Mr. Rainwater has been the president and chief
executive officer of BRAC Global Automotive, Inc. where his current
responsibilities include assessing business needs and developing
new businesses and short and long-term strategies to improve
operational performance/efficiencies directed toward increased
business proficiency and profitability.  Prior to founding BRAC,
Mr. Rainwater worked for Daewoo Motor America, Inc. in the
positions of senior vice president, parts and service, where he was
a member of the management team that launched the Daewoo brand in
the United States and helped develop Daewoo's retail business to
greater than 560 dealers in three years.  Before working for
Daewoo, Mr. Rainwater held positions with Kia Motors America, Inc.,
Daihatsu Motor Company, Mitsubishi Motor Sales of America, Inc.,
and American Honda Motor Company.  Mr. Rainwater previously served
as a director of Green Automotive Company for terms in 2010 and
again in 2011.  Mr. Rainwater received his B.A. in Business
Administration from Suffield University.  Mr. Rainwater's prior
experience of 35+ years of being in the automotive industry, as
well as his experience with four prior successful startup companies
in the automotive industry makes Mr. Rainwater an ideal director
for the company considering our primary business plan of
manufacturing and selling vehicles and buses.

Since June 6, 2014, Ms. Cha has been the senior vice president of
corporate affairs of BRAC Global Automotive, Inc. where her current
responsibilities include negotiating contracts, determining
business trade terms, advising on potential deals and acquisitions,
and assisting with financing transactions.  Prior to founding BRAC,
Ms. Cha worked for Daewoo Motor America, Inc., where she served as
its associate general counsel.  She then served as the general
counsel, corporate secretary, and a member of the Board of
Directors for StarPoint U.S.A., Inc.  Ms. Cha received her B.A.
from Vassar College and her J.D. from Brooklyn Law School.  Ms.
Cha's prior experience in the automotive industry, as well as her
experience as a corporate secretary and member of a Board of
Directors of an automotive company makes Ms. Cha an ideal director
for the company considering its primary business plan of
manufacturing and selling vehicles and buses.

                  About Green Automotive Company

Green Automotive Company is a vehicle design, engineering,
manufacturing and distribution company.  The Company also provides
after sales program.  It possesses a portfolio of businesses and
is active in three main market segments: Cutting edge technology
development, engineering and design with a focus on zero and low
emission vehicle solutions; Manufacturing and customization of
vehicles for markets with the potential to be converted into low
emission or electric vehicles, such as shuttle buses, taxis,
commercial vehicles, and After sales services for electric or low
emission vehicles, including servicing and repair.

The Company's balance sheet at June 30, 2014, showed $1.47 million
in total assets, $17.9 million in total liabilities, and a
stockholders' deficit of $16.5 million.

The Company has sustained recurring operating losses and past due
payables.  These conditions, among others, give rise to
substantial doubt about its ability to continue as a going
concern, according to the Company's Form 10-Q for the period ended
June 30, 2014.


GREEN PLAINS: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed all ratings for Green Plains
Inc., including the B2 Corporate Family Rating and B2 rating on the
company's senior secured credit facilities. The affirmation follows
Green Plains' announcement that it plans to issue a $120 million
add-on senior secured term loan. Proceeds will be used to take out
various plant-level financing at six of the company's twelve
ethanol plants not included in the existing rated term loan. The
rating outlook is stable.

"The transaction is leverage neutral, but improves financial
flexibility by reducing the complexity of the company's capital
structure and simplifying financial maintenance covenants at a time
when we believe operating performance will remain weak relative to
2014," said Ben Nelson, Moody's Assistant Vice President and lead
analyst for Green Plains Inc.

Issuer: Green Plains Inc.

  -- Corporate Family Rating, Affirmed B2;

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

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

  -- Outlook, Stable.

Issuer: Green Plains Processing LLC

  -- Senior Secured Term Loan; Affirmed B2 (LGD3);

  -- Outlook, Stable.

The B2 Corporate Family Rating balances strong mid-cycle credit
metrics for the rating category with significant industry risk and
the potential for elevated earnings volatility over the longer
term. Moody's assessment of the ethanol industry is driven by
political uncertainty with respect to regulatory mandates that
support demand, expected margin volatility from ongoing
fluctuations in corn and ethanol prices, and a highly competitive
environment with minimal product differentiation and some
better-capitalized competitors. High cash balances and management's
public statements about reducing net debt are key supporting
factors for the rating given Moody's view of the industry. The
rating also benefits from modest cost advantages relative to
smaller ethanol produces, evidenced by the company's operating
history during the drought of 2012, non-ethanol revenue streams
from the sale of distillers grains and corn oil, operational
diversity, near-term commodity hedging practices, good liquidity,
and some degree of maturation in the ethanol industry. However, a
run-up in corn prices associated with drought conditions in 2012,
which caused leverage to rise to over 8 times (Debt/EBITDA), and a
downturn in ethanol prices in the first quarter of 2015, which
pushed ethanol-related EBITDA to breakeven levels, demonstrated the
potential for margin volatility in this business.

Moody's believes that that financial performance will improve
sequentially from the first quarter of 2015, but that the company
will be down year-over-year in 2015. Moody's expects adjusted
financial leverage to increase by at least one turn over this
horizon from the high 2 times for the twelve months ended March 31,
2015, but the company should remain cash flow positive and
liquidity should remain solid. Green Plains reported about $400
million of cash and well over $100 million of revolver availability
at March 31, 2015. These factors also drive the affirmation of the
SGL-2 Speculative Grade Liquidity Rating.

In addition, Green Plains has provided additional clarity regarding
a proposed master limited partnership ("MLP") involving its storage
and transportation assets. While the potential MLP is not factored
into the ratings at present, Moody's views the structure as
credit-negative because it diverts cash flow to unit holders and
leaves the remaining business with more volatile cash flows. The
company expects to raise $200-$250 million of pre-tax proceeds, of
which a significant portion it would need to devote to tax payments
after writing up the related assets, and expects to remain in
control of the MLP. The structure could become a material credit
negative if the company does not reduce debt or if Moody's
projections had average leverage in excess of 4 times over the
cycle. Moody's likely would increase the liquidity expectations
associated with the B2 CFR based on the higher expected volatility
of cash flows.

The stable outlook assumes that industry conditions will improve
from the lows seen in the first quarter and that Green Plains will
maintain good liquidity to support operations in the near-term.
Given the expectation for deterioration in the company's credit
metrics, rating upside is limited at present. However, Moody's
could upgrade the rating if the company builds cash balances that
are sustained at well over $400 million. Moody's could downgrade
the rating with expectations for leverage sustained above 5 times,
available liquidity below $300 million, or balance sheet cash below
$200 million. Adverse regulatory developments could also have
negative rating implications.

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

Green Plains Inc. is a publicly-traded ethanol producer. GPRE owns
43 million bushels of grain storage, 12 dry mill ethanol plants
with over 1 billion gallons of capacity, 250 million pounds of corn
oil production from unit attached to the ethanol plants, and
marketing and distribution terminals. Green Plains Processing LLC
is a wholly-owned subsidiary of GPRE. Green Plains Processing
contains six of GPRE's twelve ethanol plants and the associated
corn oil assets and following the close of the transaction, will
include all of them. The subsidiary's current plants include
Atkinson, Bluffton, Central City, Ord, Otter Tail, and Shenandoah.
GPRE generated $3.1 billion of revenue, respectively, for the
twelve months ended March 31, 2015.


HERCULES OFFSHORE: Stockholders Elect 2 Class I Directors
---------------------------------------------------------
Hercules Offshore, Inc., held its annual meeting of stockholders on
May 20, 2015, at which the stockholders elected John T. Rynd and
Steven A. Webster as Class I directors for three-year terms.
The stockholders also approved, on an advisory basis, the
compensation of the Company's named executive officers and ratified
the appointment of Ernst & Young LLP as independent registered
public accounting firm for the Company for the year ending Dec. 31,
2015.

                      About Hercules Offshore

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

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

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

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

                           *     *     *

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

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

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



HORIZON LINES: Has 40.7 Million Outstanding Common Stock
--------------------------------------------------------
Horizon Lines, Inc., filed an amendment No. 1 on Form 10-K/A to its
annual report on Form 10-K for the fiscal year ended Dec. 21, 2014,
to amend the cover page to list the Company's common stock under
the caption entitled "Securities registered pursuant to Section
12(g) of the Act" and remove the Company's common stock from the
caption entitled "Securities registered pursuant to Section 12(b)
of the Act."  As of March 5, 2015, 40,753,063 shares of common
stock, par value $.01 per share, were outstanding.

                        About Horizon Lines

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

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

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

                           *     *     *

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

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


HORNED DORSET: Proposes General Manager as Representative
---------------------------------------------------------
The Horned Dorset Primavera Inc. asks the U.S. Bankruptcy Court for
the District of Puerto Rico to allow Wilhelm Sack to perform all
acts to be performed by the Debtor and attend on behalf of the
Debtor any examination, meeting or hearing unless the Court orders
otherwise.

According to the Debtor, Mr. Sack, as General Manager of the
Debtor, is knowledgeable of all pertinent financial information
concerning the Debtor, as well as business operations and its
future rehabilitation.

                 About The Horned Dorset Primavera

The Horned Dorset Primavera Inc. operates the Horned Dorset
Primavera, a small luxury hotel located in northwestern Puerto
Rico, two miles from the town of Rincon.  The hotel --
http://www.horneddorset.net/-- is set among rolling hills at the  
edge of the beautiful Caribbean Sea and is known for reserved
European service executed in an atmosphere unique in Puerto Rico
and the award-winning Restaurant Aaron.  The hotel is a member of
Relais & Chateaux.

The Horned Dorset Primavera Inc. commenced a Chapter 11 bankruptcy
case (Bankr. D.P.R. Case No. 15-03837) in Old San Juan, Puerto Rico
on May 22, 2015.

According to the docket, the Debtor's is due Sept. 21, 2015, and
its Chapter 11 plan is due Nov. 18, 2015.

The Debtor has tapped Isabel M Fullana, Esq., at Garcia Arregui &
Fullana PSC, as counsel.


ICP STRATEGIC: Liquidators Sue Barclays for $80-Mil.
----------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that the liquidators of a pair of failed Cayman Islands-based hedge
funds run by a former Harvard quarterback are suing Barclays PLC to
claw back some $80 million they say was illegally funneled to the
bank to cover margin calls.

According to the report, the offshore funds -- ICP Strategic Credit
Income Fund Ltd. and ICP Strategic Credit Income Master Fund Ltd.
-- were so-called feeder funds managed by ICP Asset Management LLC,
a money-management firm founded by Thomas C. Priore.

Lawyers for the liquidators said in a suit filed in U.S. Bankruptcy
Court in New York that Mr. Priore, ICP's 46-year-old founder and
former Harvard University quarterback, fraudulently transferred
more than $40 million to Barclays to cover margin calls at a
troubled collateralized debt obligation known as Triaxx, the
Journal related.

ICP Strategic Credit Income Fund Ltd. and ICP Structured Credit
Income Fund Ltd. filed petitions under Chapter 15 of the
Bankruptcy Code on June 28, 2013, before Judge Robert E. Gerber of
the U.S. Bankruptcy Court for the Southern District of New York
(Manhattan), Case No. 13-12116.  The Debtors' Chapter 15 counsel
is William T. Reid, IV, Esq., at REID COLLINS & TSAI LLP.


IMRIS INC: Expects to Complete Sale in Late Summer
--------------------------------------------------
IMRIS Inc. on May 26 disclosed that the Company, its subsidiary
NeuroArm Surgical Ltd., and its U.S. subsidiary, IMRIS, Inc. have
each filed voluntary petitions under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware.

As part of the filing, IMRIS announced that subject to a marketing
process and Court approval, it intends to sell its business
operations to an affiliate of Deerfield Management Company, L.P.
In addition, the Company has secured a commitment for
debtor-in-possession financing from Deerfield, which, in addition
to IMRIS's ongoing cash flow, will ensure it is able to continue
meeting its financial obligations throughout the Chapter 11 case.
During this time, IMRIS intends to conduct a marketing process for
its operating businesses.    

"IMRIS, like many of its competitors, has been undergoing rapid
changes which have hindered its ability to operate profitably on a
long-term basis as currently structured," stated Jay D. Miller,
chief executive officer of IMRIS.  "A combination of significant
fixed operating costs allocated to research and development of new
technologies and variability in timing of receipt of customer
payments as a result of the long and delayed installation
timeframes of the Company's products have contributed to on-going
operating losses, a deterioration in liquidity and an erosion in
equity value for IMRIS."  Mr. Miller added that "we are encouraged
with the opportunity that Deerfield provides for not only our
product lines, but also our key suppliers and vendors, customers
and our dedicated employees throughout the world."  The sale to
Deerfield will be subject to a marketing process and approval by
the Bankruptcy Court, and it is expected that the sale will close
sometime in late summer, 2015.

During the interim, IMRIS expects that Chapter 11 protection will
enable the Company to conduct its business operations in the
ordinary course.  To that end, the Company is seeking approval from
the court for a variety of First Day and other initial motions,
including requests to make wage and benefit payments to employees,
continuation of its customer programs and the payment of all
creditors in the ordinary course.

None of IMRIS's other operating subsidiaries outside of the United
States and Canada are subject to the Chapter 11 proceedings, and
they will continue to operate in the ordinary course of their
businesses.

Additional information on the filing can be found at the Claims
Agent's Web site at http://www.kccllc.net/IMRIS

                         About IMRIS Inc.

Based in Minnetonka, Minnesota, IMRIS Inc. (NASDAQ: IMRS; TSX: IM)
-- http://www.imris.com/-- designs, manufactures and markets image
guided therapy systems.  IMRIS's VISIUS Surgical Theatre systems
enhance the effectiveness magnetic resonance systems, x-ray
fluoroscopy systems, and computed tomography (CT) systems in
medical procedures.

IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015.

The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment
banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.

IMRIS estimated $10 million to $50 million in assets and
liabilities.



IMRIS INC: Files for Ch. 11 with Deal to Sell to Deerfield
----------------------------------------------------------
IMRIS Inc. and its affiliated companies have sought bankruptcy
protection with a deal to sell most of its assets to an entity
formed by its lender, Deerfield Management Company, L.P., for $9.50
million, not in cash, but in the form of a credit bid of part of
its $26.9 million prepetition claim, absent higher and better
offers.

To obtain the highest and best offer for these assets, the Debtors
have and will continue to solicit interest from numerous potential
purchasers, and intend to conduct an open and fair auction process.
The Debtors propose to conduct the sale process based on this
timeline:

   -- To participate in the auction, parties must submit a
qualified bid by July 20, 2015 at 9:00 a.m. (Eastern Time);

   -- If qualified bids are submitted, an auction will be held on
July 23, 2015;

   -- If the Debtors do not receive any qualified bids, the auction
will not be conducted, and Deerfield will be named the successful
bidder;

   -- The deadline to object to the sale of the assets is July 24,
2015 at 4:00 p.m.; and

   -- The sale hearing will be held July 27.

Deerfield has a right to submit additional credit bids for the
assets at the auction as it deems necessary and desirable.

In recognition of its expenditure of time, energy, and resources,
Deerfield will receive reimbursement of its expenses, subject to a
cap of $1,000,000.

Deerfield's stalking horse offer consists of:

   (i) a $2,500,000 credit bid for the Company's Robotics business;
and

  (ii) a $7,000,000 bid for the Company's Imaging and Service
business.

The Robotics business involves assets related to the SYMBIS
Surgical System, a surgeon-controlled surgical robot designed to
enable minimally invasive procedures with more precise placement of
instruments.  The Imaging business pertains to the VISIUS Surgical
Theatre image guided therapy systems that are designed to improve
patient outcomes and reduce the cost of patient care.  The Service
business pertains to the service and extended maintenance
contracts, accessories and disposables relating to the Company's
installations of its portfolio of products.

Entities related to Deerfield, specifically, Deerfield Private
Design Fund II, L.P., Deerfield Private Design International II,
L.P., and Deerfield Special Situations Fund, L.P., as lenders, are
providing financing for the Chapter 11 case.

A full-text copy of the sale motion, including the stalking-horse
purchase agreement, is available for free at:

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

                         First Day Motions

Aside from the sale motion, on the Petition Date, the Debtors filed
motions to:

   -- authorize the joint administration of their Chapter 11
cases;

   -- extend the deadline to file schedules;

   -- pay prepetition wages and benefits;

   -- maintain their bank accounts;

   -- pay prepetition claims of shippers and warehousemen;

   -- maintain their customer programs;

   -- pay prepetition sales and use taxes;

   -- confirm the enforcement of the Bankruptcy Code's automatic
stay provisions; and confirm their authority with respect to
postpetition operation of their businesses;

   -- authorize IMRIS, Inc., as foreign representative of the
Debtors' estates;

   -- continue their insurance policies; and

   -- implement a non-insider key employee retention plan.

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

      http://bankrupt.com/misc/IMRIS_1st_Day_Affidavit.pdf

                         About IMRIS Inc.

Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated
companies design, manufacture and market image guided therapy
systems.  IMRIS's VISIUS Surgical Theatre systems enhance the
effectiveness magnetic resonance systems, x-ray fluoroscopy
systems, and computed tomography (CT) systems in medical
procedures.

IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015.

The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment
banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.

IMRIS estimated $10 million to $50 million in assets and
liabilities.


IMRIS INC: Proposes Key Employee Retention Plan
-----------------------------------------------
IMRIS Inc. and its affiliated companies ask the U.S. Bankruptcy
Court for the District of Delaware for approval to implement a
non-insider key employee retention plan that will cover 52
employees and will cost the Company $340,000.

The Debtors are a global leader in providing image guided therapy
solutions through its VISIUS Surgical Theater -- a revolutionary,
multifunctional surgical environment that provides unmatched
intra-operative vision to clinicians to assist in decision making
and enhance precision in treatment.

R. Craig Martin, Esq., at DLA Piper LLP (US), explains that because
the Debtors' business depends on the skills and institutional and
specialized knowledge of their employees, such employees are
crucial to the Debtors' operations, the preservation of value for
the benefit of their creditors, and to the ability of the Debtors
to successfully reorganize their operations.  Indeed, because the
Debtors are highly dependent upon the members of their operations
and research and development staff and because there are only a
limited number of individuals with the requisite skills to serve in
many of the Debtors' key positions, the loss of one or more of
these individuals could adversely affect the Debtors' business.

The Debtors have filed a motion seeking this Court's approval of a
sale of certain of the Debtors' operating assets to the proposed
stalking horse bidder, Deerfield Management Company, L.P., or to a
higher bidder.  Because of the Debtors' liquidity problems, if the
proposed sale is not closed in a timely fashion or another
restructuring alternative does not emerge, the Debtors will likely
run out of cash and have to cease operating.

Recognizing the negative impact to the value of the Debtors'
businesses if certain personnel employed by the Debtors were to
resign prior to the close of the proposed sale, the Debtors'
management team determined that the implementation of a retention
program for the Key Employees was in the best interests of the
Debtors' estates and all parties-in- interest.  The Debtors'
management team and its advisors engaged in discussions with
Deerfield regarding the implementation of a non-insider key
retention plan for the Key Employees, pursuant to which the Debtors
would agree to make available an aggregate amount of $340,000 for
bonus payments to the Key Employees; provided, however, each Key
Employee would only receive a bonus payment under the KERP if that
Employee continued working the Debtors through the close of the
Proposed Sale.

The Debtors' management team advised the Debtors' board of
directors of the importance of retaining the Key Employees and
sought approval to implement the KERP.  Upon the advice of the
Debtors' management team, the IMRIS Board approved the KERP.  No
member of the Debtors' management team or the IMRIS Board is
eligible to receive any payment under the KERP.

                         The Proposed KERP

Fifty-two Key Employees are eligible to receive a Bonus Payment
under the KERP.  A Key Employee may only receive a Bonus Payment
after the closing of the Proposed Sale, provided such Employee
continued to work for his or her employer through the closing in
the same capacity as prior to the Petition Date.  No Key Employee
qualifies as an "insider," as that term is defined in section
101(31) of the Bankruptcy Code.  None of the Key Employees are
officers or directors of the Debtors, nor do any hold a Vice
President or other similar title.  Each of the Key Employees are
employees of either IMRIS, Inc. or IMRIS Inc.  The Key Employees
are in the Debtors' sales, operations, research and development,
IT, and other departments determined by the Debtors to be critical
to maintain operations in advance of a sale.

The amounts of the Bonus Payments were determined through a
collaborative effort with the Debtors' management teams, the DIP
Lenders and the Stalking Horse Bidder, and their respective
professionals.  To determine which employees were critical, the
Debtors' management engaged each of the supervising employees in a
discussion to identify key team members who were essential to the
ongoing development of the Company's products, and ultimately a
sale of each of the Debtors' businesses.  In doing so, the Debtors'
management identified the Debtors' employees that are indispensable
to the Debtors during this juncture of these bankruptcy cases and
contribute specialized knowledge, experience and skill to the
Debtors.  Indeed, the Key Employees' historical knowledge of the
Debtors' technical and financial processes and information would be
difficult, if not impossible, to replace within a short time
frame.

To ensure that the Key Employees remain with the Debtors until
their services are no longer necessary, the Debtors calculated a
retention bonus equal to 50% of each Key Employee's regularly
earned salary, calculated from the date of the auction of
substantially all of the Debtors' assets, until the date of
closing.  Because the Debtors anticipate that the closing of the
sale will occur approximately 45 days following the date of the
auction, the DIP Lenders and the DIP Agent have agreed to fund the
corresponding amount for each Key Employee, in an aggregate sum of
approximately $340,000 for all Bonus Payments.   The Debtors will
communicate with each of the Key Employees the maximum amount of
their payment if they remain in the Debtors' employ as of the
closing of the sale.  It is anticipated, based upon these criteria,
that the average Bonus Payment would be $5,438, and the highest
earned Bonus Payment would be $9,616.

                         About IMRIS Inc.

Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated
companies design, manufacture and market image guided therapy
systems.  IMRIS's VISIUS Surgical Theatre systems enhance the
effectiveness magnetic resonance systems, x-ray fluoroscopy
systems, and computed tomography (CT) systems in medical
procedures.

IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015.

The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment
banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.

IMRIS estimated $10 million to $50 million in assets and
liabilities.


IMRIS INC: Wants Until July 24 to File Schedules & Statements
-------------------------------------------------------------
IMRIS Inc. and its affiliated companies ask the Bankruptcy Court to
extend the time within which they must file their schedules of
assets and liabilities and statement of financial affairs through
and including July 24, 2015.

R. Craig Martin, Esq., at DLA Piper LLP (US), explains that the
Debtors' employees and professionals have been focused on assisting
the Debtors with respect to numerous motions filed with the Court
in the early days of the chapter 11 cases, including the Debtors'
efforts to coordinate a proposed sale of all the Debtors' assets to
Deerfield Management Company, L.P.  In light of this and other
critical matters, and the volume of material that must be compiled
and reviewed by the Debtors' staff and professionals in order to
complete the Schedules and Statements, the Debtors believe that
there is more than ample "cause" for granting the requested
extension.

                         About IMRIS Inc.

Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated
companies design, manufacture and market image guided therapy
systems.  IMRIS's VISIUS Surgical Theatre systems enhance the
effectiveness magnetic resonance systems, x-ray fluoroscopy
systems, and computed tomography (CT) systems in medical
procedures.

IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015.

The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment
banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.

IMRIS estimated $10 million to $50 million in assets and
liabilities.


INTELLIPHARMACEUTICS INT'L: Gets FDA Fast Track Designation
-----------------------------------------------------------
Intellipharmaceutics International Inc. announced that the United
States Food and Drug Administration has reviewed the Company's
request for Fast Track designation for its abuse deterrent Rexista
Oxycodone XR (Oxycodone HCl) extended-release tablets development
program incorporating its Paradoxical OverDose Resistance
Activating System and has concluded that it meets the criteria for
Fast Track designation.

Fast Track is a designation assigned by the FDA in response to an
applicant's request which meets FDA criteria.  The designation
mandates the FDA to facilitate the development and expedite the
review of drugs intended to treat serious or life threatening
conditions and that demonstrate the potential to address unmet
medical needs.  This could potentially result in accelerated
approval for Rexista Oxycodone XR thereby making it available to
patients earlier than would be traditionally possible.

In March 2015, the Company requested Fast Track designation for its
novel, and potentially first-in-class, Rexista Oxycodone XR abuse
deterrent oxycodone hydrochloride extended release tablets
incorporating its PODRAS technology platform.  A basis for the
request was that Rexista Oxycodone XR has the potential to address
an unmet medical need, namely the prevention, deterrence or
reduction of the abuse of oxycodone HCl extended release solid oral
dosage forms involving the deliberate or inadvertent oral ingestion
of more intact pills or tablets than prescribed to achieve a
feeling of euphoria.  This is a very common and serious form of
drug abuse.

Rexista Oxycodone XR is intended for the management of moderate to
severe pain when a continuous, around-the-clock analgesic is needed
for an extended period of time.  Those medications are considered
important in the treatment of chronic pain, but have the potential
for abuse.

"We are pleased with the grant by the FDA of Fast Track status for
Rexista Oxycodone XR incorporating our proprietary PODRAS
technology which is being formulated to decrease the 'liking' of
dose escalation and decrease or delay the attendant risk of
respiratory depression in drug-naive individuals.  The development
of this product candidate could, if successful, decrease the
desirability of taking more intact tablets than prescribed,
potentially addressing an unmet need and possibly resulting in
fewer accidental or intentional deaths," stated Dr. Isa Odidi, CEO
and co-founder of Intellipharmaceutics.  "To the best of our
knowledge, no other product currently approved for sale in the U.S.
or Canada has demonstrated this potential."

There can be no assurance that the Company will, as a result of the
Fast Track designation for Rexista Oxycodone XR, experience a
faster development process or review, compared to conventional FDA
standards, or that the Company's Rexista Oxycodone XR product
candidate will be approved at all, or that it will ever be
successfully commercialized.

                     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.


INTELLIPHARMACEUTICS INT'L: Plans to Buy Real Property in Canada
----------------------------------------------------------------
Intellipharmaceutics International Inc. has agreed to purchase the
land and building from which it conducts its operations at 30
Worcester Road, Toronto, Ontario as well as the land and building
of the adjoining property at 22 Worcester Road for a combined
purchase price of C$4,700,000.  The operating property has been
occupied by the Company since 2004 pursuant to a lease, and is
approximately 25,000 sq. ft.  The adjoining property includes a
building of approximately 40,000 sq. ft. that is not currently
occupied by the Company.  The adjoining property is expected to
provide the Company with space that will permit expansion of the
Company's operations.  There can be no assurance that the purchase
transaction will be completed.

The Company's operating property has been its main site for over 10
years and comprises its management, R&D, manufacturing, quality
control and analytical testing components.  The United States Food
and Drug Administration and Health Canada had previously granted
"acceptable" classification to those aspects of the operating
facility that permit the Company to be in a position to receive
final approvals for certain drug applications and to permit
manufacturing, testing, release and storage of drug products
intended for commercial sales in the United States and Canada after
any such approvals.  No assurance can be given as to whether or
when the FDA or Health Canada will approve any Intellipharmaceutics
application for its product candidates, that its facility will
continue to satisfy the requirements of the FDA or Health Canada,
or that any of its product candidates will be successfully
commercialized.

The purchase transaction is subject to various closing conditions,
including the Company obtaining financing that is satisfactory to
the Company, and the property owner obtaining a municipal severance
approval necessary for the transfer of the properties.  Prior to
entering into the agreement to acquire the properties, in order to
ensure continuity of use of its operating property in the event the
acquisition was not consummated, the Company also recently
exercised its right to renew its lease of the operating property
for a term of five years to November 2020, beyond the expiry of the
current term ending November 30, 2015.

"I am very pleased we have taken these steps to secure the
continued use of our existing operating facilities.  In addition,
if the acquisition transaction proceeds, the acquisition of the
adjoining property will accommodate our anticipated growth
requirements given the numerous product candidates of the Company
pending regulatory approval," stated Dr. Isa Odidi, the Company's
Chair and CEO.

Separately, the Company advised that a final FDA approval has not
yet been issued to the Company for the 5 mg strength of its generic
dexmethylphenidate generic of Focalin XR.  Although the Company has
not received any indication from the FDA of a deficiency in its
application for approval of the 5 mg strength, the Company has no
further information as to when or if such final approval will be
granted by the FDA.

                    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.


INTERNET BRANDS: New $100MM Loan No Impact on Moody's Ratings
-------------------------------------------------------------
Moody's Investor Service said Internet Brands, Inc. announced its
proposed $100 million incremental first lien term loan. Moody's
expect net proceeds to be used to fund additional tuck-in
acquisitions over the next 12 months, and there is no immediate
impact on the company's ratings. Although leverage will increase
upon closing of the transaction, Moody's anticipate organic EBITDA
growth combined with cash flow from planned acquisitions funded by
the incremental term loan, plus scheduled debt amortization and
mandatory 50% excess cash flow sweep (effective in fiscal 2016)
will reduce total debt-to-EBITDA to less than 6.5x (including
Moody's standard adjustments, or 5.5x net debt-to-EBITDA leverage)
by year end 2015, absent another leveraging event. Although not
expected, to the extent the company were to fund distributions over
the next 12 months, there would be downward pressure on debt
ratings given elevated leverage from the proposed debt issuance.

Headquartered in El Segundo, CA, Internet Brands is an integrated
online media and software services organization focused on four
high-value vertical categories: Automotive, Health, Legal and Home
/ Travel. The company's consumer websites lead their categories and
serve more than 100 million monthly visitors, while its range of
web presence offerings has established long-term relationships with
SMB and enterprise clients.


IT LLC: Chapter 7 Case Dismissed Due to Unauthorized Filing
-----------------------------------------------------------
Bankruptcy Judge Herb E. Ross, in his April 24, 2015 Memorandum for
Dismissal of Case, dismissed the Bankruptcy Case docketed as In re
IT, LLC, Chapter 7, Debtor, CASE NO. 15-00107-HAR.

The case was dismissed for the following reasons: (a) the petition
was signed and filed without the authority of IT, LLC; and (b)it
was basically a two-party dispute between nondebtors, and the
debtor and its creditors will be better served if they are not
saddled with the restrictions, complexities and expense of a
chapter 11 proceeding.

Judge Ross stated that "this is a two-party nondebtor dispute which
is a poster child for dismissal under the abstention
section. It has been pending in state court for nine months
already, and the bankruptcy court's taking jurisdiction would be a
grave mistake.'

A copy of Judge Ross' April 24, 2015 Memorandum for Dismissal of
Case is available at http://is.gd/gkEQvSfrom Leagle.com.  


JAGUAR MINING: Amends 2014 Fiscal Year Report
---------------------------------------------
Jaguar Mining Inc. filed with the U.S. Securities and Exchange
Commission an amendment to its annual report on Form 20-F for the
year ended Dec. 31, 2014.  A copy of the Form 20-F/A is available
at http://is.gd/nH2hEA

KPMG LLP expressed substantial doubt about the Company's ability to
continue as a going concern, citing that the Company will need to
obtain additional financing in order to discharge its liabilities.

The Company reported net income of $131 million on $116 million of
gold sales in 2014, compared with a net loss of $249 million on
$134 million of gold sales in the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $195 million
in total assets, $93.7 million in total liabilities, and
stockholders' equity of $101.59 million.

Toronto-based Jaguar Mining Inc. -- http://www.jaguarmining.com/
–- is a gold mining company engaged in gold production and in the
acquisition, exploration, development and operation of gold mineral
properties in Brazil.


JAMES GALLAGHER INC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: James Gallagher, Inc.
        70 Hobart Street
        Brighton, MA 02135

Case No.: 15-12104

Chapter 11 Petition Date: May 27, 2015

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Frank J. Bailey

Debtor's Counsel: David Click, Esq.
                  LAW OFFICE OF DAVID M. CLICK
                  1 Stearns St
                  Cambridge, MA 02138
                  Tel: 774-249-0744
                  Email: davidmichaelclick@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James P. Gallagher, Jr., president and
owner.

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


JAMMIN JAVA: Squar Milner Expresses Going Concern Doubt
-------------------------------------------------------
Jammin Java Corp. reported a net loss of $10.3 million on $8.90
million of net revenue for the fiscal year ended Jan. 31, 2015,
compared with a net loss of $6.7 million on $5.64 million of net
revenue last year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has incurred operating
losses from inception, has an accumulated deficit approximating
$24.0 million, and has only recently generated revenues from its
principal operations.

The Company's balance sheet at Jan. 31, 2015, showed $2.96 million
in total assets, $3.05 million in total liabilities and total
stockholders' deficit of $93,800.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:

                       http://is.gd/pjln8c

Denver-based Jammin Java Corp. (OTC QB: JAMN) provides premium,
artisan roasted coffee to the grocery, retail, online, service,
hospitality, office coffee service and big box store industry.
Under its exclusive licensing agreement with 56 Hope Road, the
company continues to develop its coffee lines under the Marley
Coffee brand.



KAREN MILLER: Confirmation of Third Amended Plan Denied
-------------------------------------------------------
Bankruptcy Judge Suzanne H. Bauknight denied the confirmation of
the Debtor's Third Amended Plan of Reorganization in the case
captioned In re KAREN L. MILLER, Debtor, CASE NO. 12-33943 (Bankr.
E.D. Tenn.).

On December 23, 2013, debtor Karen L. Miller filed a Plan of
Reorganization and Disclosure Statement.  Both were amended on
February 17, 2014 and again on July 11, 2014.  On January 30, 2015,
Miller filed a Third Amended Plan.

In her memorandum on the Third Amended Plan of Reorganization,
dated May 1, 2015 and available at http://is.gd/MSb5zBfrom
Leagle.com, Judge Bauknight concluded that Miller's Third Amended
Plan does not satisfy the requirements of 11 U.S.C. Section 1129
and cannot be confirmed as proposed.  She also sustained the
Objections to Confirmation filed by Tennessee State Bank.

HALE, LYLE & RUSSELL Mary Foil Russell, Esq. --
mrussell@halelyle.com -- Bristol, Tennessee, Attorneys for Debtor.

GENTRY, TIPTON & McLEMORE, PC Maurice K. Guinn, Esq. --
mkg@tennlaw.com -- Knoxville, Tennessee, Attorneys for Tennessee
State Bank.

SAMUEL K. CROCKER, ESQ. UNITED STATES TRUSTEE, Kimberly C.
Swafford, Esq., Howard H. Baker, Jr., Knoxville, Tennessee,
Attorneys for United States Trustee.

                      About Karen L. Miller

Tennessee State Bank filed an Involuntary Petition against Karen L.
Miller (Bankr. E.D. Tenn. Case No. 12-33943) on September 28, 2012,
and a separate Involuntary Petition commencing bankruptcy Case No.
12-33943 against her husband, Gerald Lloyd Miller.  On March 14,
2013, the court sustained the Involuntary Petition and granted
Chapter 7 relief against Karen L. Miller.  On her motion, the case
was subsequently converted from Chapter 7 to Chapter 11 by an order
entered March 28, 2013.


KARMALOOP INC: Names Seth Haber as CEO
--------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
online retailer Karmaloop Inc. has hired former streetwear trade
show co-owner Seth Haber to serve as its new chief executive.

According to the report, Mr. Haber, who is succeeding Karmaloop
founder Greg Selkoe, is the former director and co-owner of Agenda,
which specializes in streetwear and action sports trade events.

                       About Karmaloop Inc.

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

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

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

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


KASPER LAND: Court Enters Final Decree Closing Case
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas issued
a final decree closing the Chapter 11 case of Kasper Land and
Cattle Texas, LLC.

As reported in the Troubled Company Reporter on May 12, 2015, Bill
Kinkead, Esq., at Kinkead Law Offices, attorney for the Debtor,
further certifies:

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

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

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

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

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

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

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

                   About Kasper Land and Cattle

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


KEMET CORP: Enters Into Third Supplemental Indenture
----------------------------------------------------
KEMET Corporation, the subsidiaries of the Company party to the
Indenture, IntelliData, Inc. (the "Guaranteeing Subsidiary") and
Wilmington Trust Company, as trustee, entered into a supplemental
indenture to the Indenture, dated May 5, 2010, among the Company,
the Existing Guarantors and the Trustee, pursuant to which the
Company has issued from time to time its 10 1/2% Senior Notes due
2018.  Pursuant to the Supplemental Indenture, the Guaranteeing
Subsidiary became a guarantor of the Company's obligations under
the Notes.  A copy of the Supplemental Indenture is available for
free at http://is.gd/XNuy1S

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

                           *     *     *

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.


KENNETH RODERICK ANDERSON: 10th Cir. Won't Hear Appeal
------------------------------------------------------
The United States Court of Appeals for the Tenth Circuit, in its
Order and Judgment filed on April 29, 2015, dismissed an appeal
filed by Kenneth Roderick Anderson, in the case docketed as KENNETH
RODERICK ANDERSON, Appellant, v. DAVID C. WEST, Chapter 7 Trustee;
WASHINGTON COUNTY WATER CONSERVANCY DISTRICT; UNITED STATES TRUSTEE
OFFICE; LEE TRUST AND LOWNEY TRUST, Appellees, NO. 13-4063.

Circuit Judge Terrence L. O'Brien agreed with the Bankruptcy Judge
in holding that the abandonment and sale of Pah Tempe Hot Springs
Resort property, rendered the case moot. Judge O'Brien vacated from
the District Court's judgment and ordered the remand of the case to
the District Court, mandating it to dismiss the Appeal from the
Bankruptcy Court because of want of jurisdiction. The Appeal was
likewise dismissed.

The Chapter 7 Trustee had abandoned estate real property known as
the Pah Tempe Hot Springs Resort.  It was subsequently sold in
state court foreclosure proceedings. Even though the abandonment
returned the Property to him, the Debtor, Kenneth R. Anderson, who
owned the Property, objected to it.  He did not, however, request a
stay of the abandonment or of the foreclosure sale. The bankruptcy
judge concluded the abandonment and sale of the Property rendered
this matter moot. The district court affirmed the abandonment of
the Property on the merits but did not address the jurisdictional
issue of mootness.

A copy of Judge O'Brien's April 29, 2015 Order and Judgment is
available at http://is.gd/YivUlFfrom Leagle.com.  

Hurricane, Utah-based Kenneth Roderick Anderson -- dba Pah Tempe
Hot Springs Resort,Zion VRC Zip Tour LLC, The Roderick Family
Trust, and Kolob Mountain Ranch Resort -- filed for Chapter 11
protection on August 18, 2010 (Bankr. D. Utah Case No. 10-41789).
The case was subsequently transferred to California (Bankr. C.D.
Calif. Case No. 10-31252).

Helga A. White, Esq., who has an office in Auburn, California,
assists the Debtor in his restructuring effort.  According to his
schedules, the Debtor disclosed $36,297,305 in assets and
$5,979,064 in liabilities as of the Petition Date.

The case was later converted to Chapter 7 liquidation.


KIOR INC: Parties Question Viability of Reorganization Plan
-----------------------------------------------------------
At the June 3, 2015 hearing to consider confirmation of its Second
Amended Chapter 11 Plan of Reorganization KiOR, Inc., will face
objections from the Mississippi Development Authority, the U.S.
Trustee, and other parties.

According to the MDA, the Debtor, in concert with the Khosla
Parties, could have pursued a transfer of the Debtor's assets
through a Sec. 363 sale.  Instead, the Debtors are spending
"millions upon millions of dollars in professional fees and other
administrative costs" to confirm a Chapter 11 plan.

According to the MDA, the Plan is primarily designed to provide
inappropriate releases, protections and benefits to the Debtor's
controlling shareholders, insiders, and professionals.  The Plan,
the MDA points out, would transfer all equity interests in the
Reorganized Debtor to the prepetition controlling shareholders of
KiOR, without any effort to value the equity and with inadequate
exposure to the market.

The MDA claims that the Plan, among other things, is not proposed
in good faith, unfairly discriminates against creditors, and
violates the absolute priority rule.

Counsel to MDA, Dennis A. Meloro, Esq., at Greenberg Traurig, LLP,
says the Plan does not accomplish any rehabilitation of the Debtor.
"Among other things, no revenues are projected for the foreseeable
future.  The Plan does not set forth a business plan, contemplate
any concrete mechanism, or provide for funding by which the Debtor
could reasonably hope to achieve commercial success."

The Plan, the MDA points out, is speculative in that it requires
the Debtor to attain research benchmarks prior to additional
funding. According to the MDA, these benchmarks have not been
achieved by the Debtor, and even if the benchmarks were achieved,
the proposed funding still runs out in 12 months or less.

The U.S. Trustee echoes the same concerns on viability.  According
to the U.S. Trustee, the proposed exit facility -- projected at $30
million -- appears to adequately provide for payments that are to
be made pursuant to the Plan.  However, it points out that the
Debtor does not address what will happen at the end of the one year
period if additional funding is not obtained.  The U.S. Trustee
says that given that the Reorganized Debtor does not expect to
generate revenue for at least two years post Effective Date, there
is a substantial risk that the Debtor will require further
financial reorganization if the Reorganized Debtor is unable to
secure additional financing once the Exit Facility is depleted.

For general unsecured trade creditor Leidos Engineering, LLC, the
Plan violates the Bankruptcy Code and should not be confirmed
because:

   (i) the Plan impermissibly affords better treatment to certain
hand-picked trade creditors without offering any rational basis for
treating other, similarly-situated creditors differently and less
favorably,

  (ii) the Plan is not feasible because the Liquidating Trust,
which comprises the only asset available for payment of Class 9
general unsecured claims, is grossly underfunded, and

(iii) the Plan improperly denies creditors the ability to select
the Liquidating Trustee, who is granted broad authority to manage,
prosecute and settle the Liquidating Trust Assets for the benefit
of Class 9 general unsecured creditors.

Administrative claimant Robert C. Dalton, acting pro se, says the
Plan does not provide for an adequate means to exit Chapter 11
bankruptcy because the technical merits of the plan does not
address the technical engineering of the bio-oil to make commercial
viable products.

The Mississippi Department of Revenue, which filed an unsecured
priority claim of $1.66 million, says the Plan fails to adequately
provide payment of its claim.

David Carlton and Sharon Kegerreis, lead plaintiffs representing
purchasers of KiOR common stock in a pre-petition securities class
action originally filed against KiOR and certain of its present and
former officers and directors, styled as Berry v. KiOR, Inc., Civil
Action No. 4:13-cv-2443 (S.D. Tex.), filed a limited objection to
the Plan to (a) preserve their right to maintain their direct
causes of action against the Debtor solely to the extent of
available insurance, and (b) preserve their right to maintain their
direct actions against certain of the Debtor's current and former
officers and directors

Copies of certain of the objections are available for free at:

     http://bankrupt.com/misc/KiOR_Leidos_Obj_Plan.pdf
     http://bankrupt.com/misc/KiOR_MDA_Obj_Plan.pdf
     http://bankrupt.com/misc/KiOR_UST_Obj_Plan.pdf

                       The Chapter 11 Plan

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

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

The Plan provides that all of the Debtor's existing equity
interests will be cancelled and the Debtor will issue new equity
interests to the holders of the DIP Financing Claims and the
Debtor's prepetition First Lien Claims in exchange for the
cancellation of $29 million of the indebtedness.

The Plan also provides for the creation of a liquidating trust
which will be funded with (i) cash designated for Class 7
continuing trade creditors, (ii) $100,000, and (iii) the transfer
of certain claims and causes of action that belong to the estate.
The Reorganized Debtor will be funded through an Exit Facility
consisting of a conversion of the DIP Financing Claims (under the
current DIP Financing, in the approximate amount of $15,273,500,
plus any amounts under the proposed DIP Amendment, which seeks up
to an additional $14 million for a total $29 million) and the
conversion of any amount of the Debtor's prepetition First Lien
Claims.

A black-lined version of the Disclosure Statement dated April 8,
2015, is available at http://bankrupt.com/misc/KIORds0408.pdf

                          About KiOR Inc.

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

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

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

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

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

The MDA is represented by:

         GREENBERG TRAURIG, LLP
         Dennis A. Meloro, Esq.
         The Nemours Building
         1007 North Orange Street, Suite 1200
         Wilmington, DE 19801
         Tel: (302) 661-7000
         Fax: (302) 661-7360
         E-mail: MeloroD@gtlaw.com

                - and -

         David B. Kurzweil, Esq.
         R. Kyle Woods, Esq.
         Terminus 200
         3333 Piedmont Road, NE, Suite 2500
         Atlanta, GA 30305
         Tel: (678) 553-2680
         Fax: (678) 553-2681
         E-mail: KurzweilD@gtlaw.com
                 WoodsK@gtlaw.com

                - and -

         Shari L. Heyen, Esq.
         1000 Louisiana, Suite 1700
         Houston, TX 77002
         Tel: (713) 374-3564
         Fax: (713) 818-3795
         E-mail: HeyenS@gtlaw.com

                - and -

         MCCRANEY MONTAGNET QUIN & NOBLE, PLLC
         Douglas C. Noble, Esq.
         William M. Quin II, Esq.
         602 Steed Road, Suite 200
         Ridgeland, MS 39157
         Tel: (601) 707-5725
         Fax: (601) 510-2939
         E-mail: Dnoble@mmqnlaw.com
                 Wquin@mmqnlaw.com

Leidos Engineering is represented by:

         SAUL EWING LLP
         Mark Minuti, Esq.
         222 Delaware Avenue, Suite 1200
         P.O. Box 1266
         Wilmington, DE 19899
         Tel: (302) 421-6840
         Fax: (302) 421-5873
         E-mail: mminuti@saul.com

                - and -

         Monique Bair DiSabatino, Esq.
         Centre Square West
         1500 Market Street, 38th Floor
         Philadelphia, PA 19102
         Tel: (215) 972-8564
         Fax: (215) 972-7725
         E-mail: mdisabatino@saul.com

                - and -

         Christine E. Baur, Esq.
         Kathryn T. Anderson, Esq.
         LAW OFFICE OF CHRITINE E. BAUR
         4653 Carmel Mountain Road, Suite 308
         San Diego, CA 92130
         Tel: (858) 350-3757
         Fax: (858) 876-9480
         E-mail: christine@baurbklaw.com
                 kathryn@baurbklaw.com

Securities Class Action Lead Plaintiffs are represented by:

         THE ROSEN LAW FIRM, P.A.
         Laurence M. Rosen, Esq.
         Phillip Kim, Esq.
         275 Madison Avenue, 34th Floor
         New York, NY 10016
         Tel: (212) 686-1060
         Fax: (212) 202-3827
         E-mail: lrosen@rosenlegal.com
                 pkim@rosenlegal.com

                - and -

         LEVI & KORSINSKY LLP
         Adam M. Apton, Esq.
         Nicholas I. Porritt, Esq.
         1101 30th Street, NW, Suite 15
         Washington, D.C. 20007
         Tel: (202) 524-4290
         Fax: (202) 333-2121
         E-mail: aapton@zlk.com
                 nporritt@zlk.com

The Debtors' attorneys can be reached at:

         John H. Knight, Esq.
         Michael J. Merchant, Esq.
         Amanda R. Steele, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         920 N. King Street
         Wilmington, DE 19801
         Telephone: 302-651-7700
         Facsimile: 302-651-7701
         E-mail: knight@rlf.com
                 merchant@rlf.com
                 steele@rlf.com

               - and -

         Mark W. Wege, Esq.
         Edward L. Ripley, Esq.
         Eric M. English, Esq.
         KING & SPALDING, LLP
         1100 Louisiana, Suite 4000
         Houston, TX 77002
         Telephone: 713-751-3200
         Facsimile: 713-751-3290
         E-mail: MWege@kslaw.com
                 ERipley@kslaw.com
                 EEnglish@kslaw.com


KNOLL INC: S&P Affirms 'BB' CCR, Outlook Stable
-----------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on East Greenville, Pa.-based Knoll Inc.  The outlook
is stable.

"Our ratings on Knoll reflect its strong reputation for designing
quality products targeted at the middle-to-upper end of the market;
its improved cost structure following restructuring initiatives
that we believe are nearly complete; and its increased focus on the
studio segment, which we believe is less competitive and generates
higher margins than the office segment.  We expect Knoll to
continue to diversify away from its core office segment and expand
in studio, including potentially through targeted acquisitions.  We
have also factored into our business risk assessment its narrow
focus in the cyclical office and home furnishings, textiles, and
fine leather segments; its modest size relative to its main
competitors in the highly competitive U.S. office segment; its
sensitivity to raw material price fluctuations; and its limited
geographical diversity," S&P said.

Knoll's margins are above those of its peers thanks to its emphasis
on higher-margin studio business and relatively low overhead.
Moreover, it has made progress over the last several years
improving its cost structure by modernizing manufacturing processes
and equipment in the U.S., and reducing white collar headcount in
Europe.

S&P's financial risk profile assessment on Knoll reflect its good
credit metrics and moderate free cash flow generation, as well as
S&P's assumption that its financial policies will enable it to
sustain cash flow measures close to S&P's forecast.  S&P has also
factored the company's high cash flow cyclicality in times of
economic stress into S&P's financial risk assessment.

The outlook is stable.  S&P forecasts EBITDA will increase about
20% in 2015 due to underlying industry growth, operating efficiency
improvements, favorable foreign exchange, and lower restructuring
costs.  This should enable Knoll to generate sufficient free cash
flow to fund shareholder payments, repay modest amounts of debt,
and modestly improve credit ratios, including leverage and FFO to
debt approaching 2.5x and 25%, respectively.

S&P could lower the rating if profitability falls meaningfully
(which could occur if the U.S. economy enters a protracted
recession, competition intensifies, or input costs increase
significantly) or if Knoll's financial policy changes (including
making large-scale acquisitions) such that leverage exceeds 4x and
FFO to debt approaches 15%.  For this to occur, S&P estimates
EBITDA would need to fall 30% compared to Dec. 31, 2014, or debt
would need to increase by about $125 million.

A higher rating is unlikely over the next year; however, it could
occur if S&P favorably reassess its view of Knoll's business risk
profile.  This could occur if the company is able to enhance its
scale and grow profits, which would most likely occur through
further investment in specialty businesses or efficiency
improvements in the office segment.  S&P could also raise the
rating if it forecasts a sustained improvement in credit metrics,
including leverage in the low-2x area and FFO to debt above 30%.
For this to occur, EBITDA would need to increases by over 30%.



LAND O' LAKES: Fitch Assigns 'BB' Rating on Jr. Sub. Securities
---------------------------------------------------------------
Fitch Ratings has assigned long-term Issuer Default Ratings (IDR)
of 'BBB-' to Land O' Lakes, Inc. (LOL) and Land O' Lakes Capital
Trust I.  The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings reflect LOL's significant scale as the second largest
U.S. agricultural cooperative (co-op), consistent EBITDA growth and
reasonable credit metrics.  The company's operations are
diversified versus its agricultural peers, with Dairy Foods, Feed,
and Crop Inputs each accounting for approximately a third of its
revenue.  However, Crop Inputs are more profitable so this segment
comprises about half of the company's EBITDA.  The co-op's long
history since 1921, long-term relationships between the
grower/owners and co-op, as well as strong brands including Land O'
Lakes, Purina Animal Nutrition and WinField Solutions, support the
ratings.

The company's competitive market positioning is balanced with its
low single digit EBITDA margins of approximately 3%, which Fitch
estimates will improve modestly over the forecast period on supply
chain efficiency and favorable product mix in dairy and feed. Fitch
anticipates LOL's top line will be relatively flat over the
intermediate term with moderate periodic volatility due to input
cost changes, and EBITDA to grow at a low single digit CAGR.

LOL's capital structure consists of a $575 million secured credit
facility due March 2020, $150 million senior secured term loan due
August 2021, $325 million in 6.24%-6.77% senior secured private
placement notes due 2016 through 2021, $300 million 6.00% unsecured
notes due August 2022 and a $500 million receivables securitization
facility due March 2020.  There are also $200 million junior
subordinated capital securities due in March 2028 at Land O' Lakes
Capital Trust I.  Currently the credit facility, term loan and
private placement notes are secured by substantially all of the
material assets of LOL and its wholly owned domestic subsidiaries
(other than MoArk, LLC, LOL Finance Co., LOLFC, LLC (a subsidiary
of LOL Finance Co.) and LOL SPV, LLC).  The ratings take into
account that the collateral is likely to be released in the near
term so the secured credit facility, term loan, and private
placement notes will become unsecured.

LOL is a Minnesota-based co-op originally incorporated to meet the
needs of dairy farmers in the Midwest.  The company has expanded
through mergers, acquisitions and joint ventures to a revenue base
of $15 billion and EBITDA per Fitch's calculation of approximately
$440 million in 2014.  Dairy members supply LOL's Dairy segment
with milk, cream, cheese and butter.  Ag members purchase
agricultural products, primarily feed, seed and crop protection
products.

As a co-op, high cash patronage payments of its net profits to
grower/owners leave LOL reliant on external sources of liquidity,
particularly during the period of heightened capex in the $250
million range annually during the next few years.  Fitch treats the
patronage payouts, estimated to continue at 60% of the prior year's
net income, as dividends.  Fitch estimates that annual FCF (cash
flow from operations less capex and dividends) will continue to be
relatively flat on average, with FCF margins of +1% to -1%. Given
the lack of materially positive FCF during most years, LOL has
historically relied on asset sales proceeds to reduce debt.

LOL's debt agreements contain credit enhancing restrictions that
subordinate the majority of patronage payments to debt payments.
However, there is a 20% allowed patronage distribution to preserve
the co-op's tax status.  LOL's effective income tax rate is
substantially lower than the statutory federal and state income tax
rates as a result of the tax deductibility of qualified patronage
distributions made from net income.  Also, member/owners have
incentive to maintain a relatively conservative capital structure
to maintain the financial health of the co-op.

LOL's leverage (total debt to EBITDA) was 2.6x, total adjusted debt
to EBITDAR was 3.6x and operating EBITDA/gross interest expense was
6.6x for 2014.  Fitch's expects total debt/EBITDA will be
approximately flat in 2015 and then improve by approximately half a
turn to the 2.0x range in 2016, assuming the $155 million private
placement is repaid with cash on hand.  LOL's rent expense is
significant at approximately $100 million annually, but roughly 40%
is comprised of inventory storage fees for its crop inputs business
that are very short-term.

KEY ASSUMPTIONS

   -- Approximately 5% sales decline in 2015 mainly due to lower
      dairy prices, as well as the remaining MoArk sale.  Expect
      total volumes to be up approximately 1% over the next 24-36
      months with inter-period input cost volatility.

   -- Slight improvement in EBITDA in 2015 and CAGR of about 3%
      over forecast period.  EBITDA margins in the low to mid 3%
      range.

   -- Cash payout to members remains at the targeted 60% of prior
      year net income.  FCF margin in the range of + or - 1% of
      sales after cash payout to members.

   -- Total debt/EBITDA flat at 2.6x in 2015 and potentially half
      a turn lower in 2016 and beyond on anticipated debt paydown.

RATING SENSITIVITIES

A negative action could occur if there is a sustained weakness or
operating profit decline in one of LOL's key business segments, if
total debt to EBITDA is consistently greater than 3x, and FCF after
patronage dividends remains negative for multiple years.  A Board
commitment to a patronage payout materially above 60%, which is
currently factored into Fitch's base case projections, could also
support a negative rating action.

A positive rating action could occur if LOL diversifies its
portfolio towards higher growth and higher margin categories, if
leverage is sustained below 2x and the company consistently
generates positive FCF.  Fitch does not expect a positive rating
action in the near term due to the low growth and low margin
structure of its business segments.

LIQUIDITY

LOL's liquidity is ample at approximately $860 million at
March 31, 2015.  Liquidity includes $21 million cash and cash
equivalents, which varies seasonally, $552 million available on its
$575 million senior secured revolver and $287 million available on
its $500 million receivables facility.  Credit facility
availability was reduced by $23.5 million LOCs.  Seasonal working
capital needs are highest during the first and third quarters and
trough to peak liquidity varies by approximately $900 million.  The
co-op's next significant maturity is $155 million private placement
notes due in Dec. 2016, which Fitch expects will be paid down with
cash on hand.

FULL LIST OF RATING ACTIONS

Fitch has assigned these ratings:

Land O' Lakes, Inc. (LOL)
   -- Long-term IDR 'BBB-';
   -- Senior secured credit facility 'BBB-';
   -- Senior secured term loan 'BBB-';
   -- Senior secured private placement notes 'BBB-';
   -- Senior unsecured notes 'BBB-';

Land O' Lakes Capital Trust I
   -- Long-term IDR 'BBB-'
   -- Junior subordinated capital securities 'BB.'

The Rating Outlook is Stable.



LIBERTY HARBOR: Court Confirms Reorganization Plan
--------------------------------------------------
Three years since seeking bankruptcy protection, Liberty Harbor
Holding, LLC, and its affiliates have obtained approval of their
joint plan of reorganization.

After all impaired creditors voted to accept the Plan and after
holding a confirmation hearing, Judge Novalyn L. Winfield ruled
that the latest iteration of the Plan, the Fourth Amended Plan of
Reorganization, filed May 12, 2015, satisfied the elements of
Section 1129(a) of the Bankruptcy Code.

The Debtor in November 2013 obtained approval of the disclosure
statement explaining the Plan and scheduled a hearing to consider
confirmation of the Plan the next month.  However, the hearing was
adjourned several times, before the Fourth Amended Plan was
approved on May 14, 2015.

The Plan proposes to treat claims and interests as follows:

   -- Priority tax claims and priority non-tax claims will be paid
in full on effective date of the Plan;

   -- The claims of the Kerrigan Family (Class 1) will be paid in
over a period of time pursuant to the parties' settlement.  The
settlement reached by Ronald Kerrigan, Kathryn Kerrigan, Lynn
Kerrigan, the Jersey City Redevelopment Agency, the City of Jersey
City, the Debtors, and Peter and Lorraine Mocco has been approved
by the Court.

   -- The claims of JCRA (Class 2) have been fixed and allowed
pursuant to the Kerrigan Settlement.

   -- The City of Jersey's claims (Class 3), if any, will be paid
in full on the Effective Date.  The Debtors are unaware of any
claims held by the City of Jersey City, other than certain claims
for the payment of real estate taxes, which the Debtors believe
will have been paid prior to the confirmation date.

   -- Holders of unsecured claims (Class 4) will be paid in full,
without interest, by monthly distribution to be received over the
eight-year period beginning the latter of the Effective Date of the
Plan, or the day the claim is allowed by Final Order of the
Bankruptcy Court.

   -- Holders of equity interests, the Moccos are unimpaired.

Only unsecured creditors, which belong to the lone impaired class,
were entitled to vote on the Plan.

The Moccos will provide the Debtors with the funding necessary to
consummate the Plan, including, but not limited to, all payments
due to be made under the Kerrigan Settlement from and after the
Effective Date.  As of the date of this Plan, the Moccos have
already provided the following funding to the Debtors:

  (a) $2,500,000 upon execution of the Kerrigan Settlement;

  (b) $500,000 within 30 days of execution of the Kerrigan
Settlement;

  (c) $3,000,000 on or about December 31, 2012; and

  (d) Upon consummation of a sale of land to New Jersey Transit, an
additional $4,000,000 was received by the Debtors.

  (e) $1,500,000 paid to Connecticut Trustees;

  (f) Two year-end payments, on Dec. 31, 2013, and December 31,
2014, each totaling $750,000;

  (g) Counsel fees to date; and

  (h) Mocco entities' payments to creditors whose claims are being
expunged.

A copy of the Fourth Amended Plan is available for free at:

    http://bankrupt.com/misc/Liberty_Harbor_4th_Am_Plan.pdf

A copy of the order confirming the Plan is available at:

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

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Bankr. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has
$3.62 million of debt, consisting of accounts payable of $73,500
and unsecured non-priority claims of $3,540,000.  The Debtor's
real property consists of Block 60, Jersey City, NJ 100% ownership
Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.
Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. serves as insolvency counsel and Scarpone &
Vargo serves as special litigation counsel.  The petition was
signed by Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIFE PARTNERS: Ch. 11 Trustee Proposes Sept. 30 Claims Bar Date
---------------------------------------------------------------
H. Thomas Moran II, as Chapter 11 trustee for Life Partners
Holdings, Inc., and as the sole director of Life Partners, Inc.,
and LPI Financial Services, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, to
establish Sept. 30, 2015, at 5:00 p.m. (prevailing Central Time),
as the deadline for each person or entity to file proofs of claim
based on prepetition claims against any of the Debtors.

The Trustee and the Subsidiary Debtors also ask the Court to
establish Nov. 16, 2015, at 5:00 p.m. (prevailing Central Time) as
the deadline for each Governmental Unit to file Proofs of Claim
against the Debtors.

                       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


LIFE PARTNERS: Units' Cases Jointly Administered with Parent
------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, issued an order directing
the joint administration of the Chapter 11 cases of Life Partners,
Inc., and LPI Financial Services, Inc., with the Chapter 11 case of
Life Partners Holdings, Inc., under lead case no. 15-40289.

                       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


LIGHTSQUARED INC: Harbinger Suit Against Ergen et al. Tossed
------------------------------------------------------------
The United States District Court for the District of Colorado
granted Defendants Charles W. Ergen, DISH Network Corporation,
L-Band Acquisition LLC, SP Special Opportunities LLC, Sound Point
Capital Management LP, and Stephen Ketchum's Motion to Dismiss a
complaint filed by Harbinger Capital Partners LLC and its
affiliated entities as the lawsuit violates the prohibitions on
claim-splitting and collateral attacks.  

That case is captioned as HARBINGER CAPITAL PARTNERS LLC, HGW US
HOLDING COMPANY LP, BLUE LINE DZM CORP., and HARBINGER CAPITAL
PARTNERS SP, INC., Plaintiffs, v. CHARLES W. ERGEN, DISH NETWORK
CORPORATION, L-BAND ACQUISITION LLC, SP SPECIAL OPPORTUNITIES LLC,
SOUND POINT CAPITAL MANAGEMENT LP, and STEPHEN KETCHUM, Defendants,
CIVIL ACTION NO. 14-CV-1907-WJM-KMT.

Harbinger claims that Defendants engaged in wire fraud, mail fraud,
and other unlawful acts to disrupt Harbinger's control of
LightSquared during LightSquared's proceedings in the U.S.
Bankruptcy Court for the Southern District of New York.  Harbinger
asserts a civil cause of action under the Racketeer Influenced and
Corrupt Organizations Act ("RICO"), 18 U.S.C. Sec. 1962, and
various related claims.

District Judge William J. Martinez granted the Motion to Dismiss,
holding that all of Harbinger's current causes of action are
prohibited by the rule against claim-splitting. He cites the
following reasons to support his conclusion: (1) the Bankruptcy
Court had jurisdiction to hear the claims asserted by Harbinger;
(2) Harbinger's argument for lack of standing has no bearing on the
claim-splitting analysis; (3) the claims asserted by Harbinger are
claims that could have been brought in the Adversary Proceeding
Complaint; and (4) identity of parties indubitably exists.

A copy of Judge Martinez's April 28, 2015 Order Granting Motion to
Dismiss is available at http://is.gd/hCsrydfrom Leagle.com.  

Harbinger Capital Partners LLC, Plaintiff, represented by Jason M.
Lynch -- jlynch@rplaw.com -- Reilly Pozner, L.L.P., Christine A.
Montenegro -- cmontenegro@kasowitz.com -- Kasowitz, Benson, Torres
& Friedman, LLP, Daniel M. Reilly -- dreilly@rplaw.com -- Reilly
Pozner, L.L.P., Marc E. Kasowitz -- mkasowitz@kasowitz.com --
Kasowitz, Benson, Torres & Friedman, LLP, Michael Joseph Bowe --
mbowe@kasowitz.com -- Kasowitz, Benson, Torres & Friedman, LLP &
Paul J. Burgo -- pburgo@kasowitz.com -- Kasowitz, Benson, Torres &
Friedman, LLP.

HGW US Holding Company LP, Plaintiff, represented by Jason M.
Lynch, Reilly Pozner, L.L.P., Christine A. Montenegro, Kasowitz,
Benson, Torres & Friedman, LLP, Daniel M. Reilly, Reilly Pozner,
L.L.P., Marc E. Kasowitz, Kasowitz, Benson, Torres & Friedman, LLP,
Michael Joseph Bowe, Kasowitz, Benson, Torres & Friedman, LLP &
Paul J. Burgo, Kasowitz, Benson, Torres & Friedman, LLP.

Blue Line DZM Corp., Plaintiff, represented by Jason M. Lynch,
Reilly Pozner, L.L.P., Christine A. Montenegro, Kasowitz, Benson,
Torres & Friedman, LLP, Daniel M. Reilly, Reilly Pozner, L.L.P.,
Marc E. Kasowitz, Kasowitz, Benson, Torres & Friedman, LLP, Michael
Joseph Bowe, Kasowitz, Benson, Torres & Friedman, LLP & Paul J.
Burgo, Kasowitz, Benson, Torres & Friedman, LLP.

Harbinger Capital Partners SP, Inc., Plaintiff, represented by
Jason M. Lynch, Reilly Pozner, L.L.P., Christine A. Montenegro,
Kasowitz, Benson, Torres & Friedman, LLP, Daniel M. Reilly, Reilly
Pozner, L.L.P., Marc E. Kasowitz, Kasowitz, Benson, Torres &
Friedman, LLP, Michael Joseph Bowe, Kasowitz, Benson, Torres &
Friedman, LLP & Paul J. Burgo, Kasowitz, Benson, Torres & Friedman,
LLP.

Charles W. Ergen, Defendant, represented by John V. McDermott --
jmcdermott@bhfs.com -- Brownstein Hyatt Farber Schreck, LLP, Hugh
Q. Gottschalk -- gottschalk@wtotrial.com -- Wheeler Trigg
O'Donnell, LLP, Kenneth Edward Stalzer -- stalzer@wtotrial.com --
Wheeler Trigg O'Donnell, LLP & LaMar Fredrick Jost --
jost@wtotrial.com -- Wheeler Trigg O'Donnell, LLP.

DISH Network Corporation, Defendant, represented by John V.
McDermott, Brownstein Hyatt Farber Schreck, LLP, Brian Thomas
Frawley, Sullivan & Cromwell, LLP, Brian D. Glueckstein, Sullivan &
Cromwell, LLP & Michael D. Hoke, Brownstein Hyatt Farber Schreck,
LLP.

L-Band Acquisition LLC, Defendant, represented by John V.
McDermott, Brownstein Hyatt Farber Schreck, LLP, Brian Thomas
Frawley, Sullivan & Cromwell, LLP, Brian D. Glueckstein, Sullivan &
Cromwell, LLP & Michael D. Hoke, Brownstein Hyatt Farber Schreck,
LLP.

SP Special Opportunities LLC, Defendant, represented by John V.
McDermott, Brownstein Hyatt Farber Schreck, LLP, Hugh Q.
Gottschalk, Wheeler Trigg O'Donnell, LLP, Kenneth Edward Stalzer,
Wheeler Trigg O'Donnell, LLP & LaMar Fredrick Jost, Wheeler Trigg
O'Donnell, LLP.

Special Opportunties Holdings LLC, Defendant, represented by John
V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Hugh Q.
Gottschalk, Wheeler Trigg O'Donnell, LLP, Kenneth Edward Stalzer,
Wheeler Trigg O'Donnell, LLP & LaMar Fredrick Jost, Wheeler Trigg
O'Donnell, LLP.

Sound Point Capital Management LP, Defendant, represented by John
V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Andrew J.
Frackman, O'Melveny & Myers, LLP, Charles E. Bachman, O'Melveny &
Myers, LLP, Dana Brent Baggs, Lowe, Fell & Skogg, LLC & Kenneth
Kent Skogg, Lowe, Fell & Skogg, LLC.

Stephen Ketchum, Defendant, represented by John V. McDermott,
Brownstein Hyatt Farber Schreck, LLP, Andrew J. Frackman, O'Melveny
& Myers, LLP, Charles E. Bachman, O'Melveny & Myers, LLP, Dana
Brent Baggs, Lowe, Fell & Skogg, LLC & Kenneth Kent Skogg, Lowe,
Fell & Skogg, LLC.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.

Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
Financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.

                          *     *     *

Bankruptcy Judge Shelley C. Chapman in late March 2015, approved
LightSquared Inc.'s Chapter 11 reorganization plan.  As previously
reported by The Troubled Company Reporter, the Debtors, in
December, filed a joint plan and disclosure statement, which
contemplate, among other things, (A) new money investments by the
New Investors in exchange for a combination of preferred and common
equity, (B) the conversion of the Prepetition LP Facility Claims
into new second lien debt obligations, (C) the repayment in full,
in cash, of the Inc. Facility Prepetition Inc. Facility
NonSubordinated Claims immediately following confirmation of the
Plan, (D) the payment in full, in cash, of LightSquared's general
unsecured claims, (E) the provision of $1.25 billion in new money
working capital for the Reorganized Debtors, (F) the assumption of
certain liabilities, (G) the resolution of all inter-Estate
disputes, and (H) the contribution by Harbinger of the Harbinger
Litigations.


LONESTAR GEOPHYSICAL: Employs McAfee & Taft as Ch. 11 Counsel
-------------------------------------------------------------
Lonestar Geophysical Survey, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Oklahoma to employ
McAfee & Taft, A Professional Corporation, as attorneys.

The Debtor requires the assistance of the firm so as to enable it
to properly perform its functions as debtor in possession in this
case.

The principal attorneys expected to represent the Debtor and their
current hourly rates are:

     Ross A. Plourde, Esq.          $325
     Steven W. Bugg, Esq.           $310

In addition, other attorneys and paraprofessionals may from time to
time provide services to the Debtor.  The range of hourly rates for
McAfee & Taft's attorneys and legal assistants is as follows:

     Partners                   $225 to $550
     Associates                 $165 to $275
     Legal Assistants            $55 to $135

McAfee & Taft may also seek reimbursement or payment of charges for
services and expenses customarily invoiced by law firms in addition
to fees for legal services performed in connection with its
engagement.

Ross A. Plourde, Esq., a member of the law firm McAfee & Taft, A
Professional Corporation, in Oklahoma City, Oklahoma, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Mr. Plourde, however, discloses that his firm has in the past
represented Frontier State Bank, the primary secured creditor of
LSGS.  McAfee & Taft provided advice regarding Frontier State
Bank's mortgage products during 2010 and 2011.  The attorney who
provided such advice is no longer employed by McAfee & Taft, he
tells the Court.

Additionally, from time to time beginning in 1991 McAfee & Taft
provided bank regulatory advice to Frontier State Bank, Mr. Plourde
further discloses.  Any such services terminated prior to 2006, he
says.

Lastly, McAfee & Taft currently represents another bank (which is
not a creditor of the Debtor and has no relationship with the
Debtor), one of the shareholders of which is the shareholder of
Frontier State Bank, with respect to the sale of that bank, Mr.
Plourde further discloses.

McAfee & Taft may be reached at:

         Ross A. Plourde, Esq.
         Steven W. Bugg, Esq.
         MCAFEE & TAFT, A PROFESSIONAL CORPORATION
         Tenth Floor
         Two Leadership Square
         211 N. Robinson
         Oklahoma City, OK 73102-7103
         Tel: (405) 235-9621
         Fax: (800) 235-9621
         E-mail: ross.plourde@mcafeetaft.com
                 steven.bugg@mcafeetaft.com

                 About Lonestar Geophysical

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.


LONESTAR GEOPHYSICAL: Seeks to Use Frontier State Cash Collateral
-----------------------------------------------------------------
Lonestar Geophysical Survey, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Oklahoma to use cash
collateral securing its prepetition indebtedness from Frontier
State Bank.

The Debtor and Frontier State are parties to a term promissory note
in the original principal amount of $9.0 million and a revolving
promissory note in the original principal amount of $1.0 million.
The outstanding principal balance on the Notes is approximately
$6.0 million.  The Debtor believes and asserts that the value of
its assets is approximately $13.5 million.

As adequate protection of any interest that Frontier State may have
in the Debtor's cash collateral, the Debtor proposes to grant
Frontier State a replacement lien on all postpetition accounts
receivable and cash collateral of the Debtor, to the extent, but
only to the extent, that the prepetition assets that secure
Frontier State's claim are inadequate to satisfy its secured claim
due to the diminishment in the value of its collateral suffered as
a result of the Debtor's use of cash collateral.

For the Debtor to maintain its current business operations, the
Debtor needs to reinvest a portion of the proceeds of its business
operations, including accounts receivable, into the purchase of
inventories and supplies and payment of normal operating expenses,
Ross A. Plourde, Esq., at McAfee & Taft, A Professional
Corporation, in Oklahoma City, Oklahoma, asserts.  Additionally,
the Debtor has an immediate need to fund payroll expenses and other
overhead expenses related to the ordinary course of its business,
Mr. Plourde further asserts.

                 About Lonestar Geophysical

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.


MICRO HOLDING: S&P Retains 'B' Rating on First-Lien Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
California-based Micro Holding Corp.'s first-lien term loan remains
'B' with a recovery rating of '3' following the company's proposed
$100 million add-on to the term loan.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%; higher half
of the range) recovery for debtholders in the event of a payment
default.  The incremental term loan will have the same terms and
maturity as the existing first-lien term loan.  The company will
use proceeds for general corporate purposes, including
acquisitions.  The corporate credit rating on Micro Holding remains
'B' with a stable rating outlook.

Pro forma for the proposed incremental term loan, adjusted debt
leverage was high at 8.4x (or 6.3x after adding back one-time
merger-related expenses) as of Dec. 31, 2014.  Based on S&P's
expectation of an organic growth rate of about 10% for 2015, S&P
believes that adjusted debt leverage could decrease to near mid-5x
by the end of 2015 in the absence of further debt-financed
acquisitions.  S&P assess Micro Holding's financial risk profile as
"highly leveraged" because of its high debt leverage (greater than
5x), private equity ownership, and aggressive financial policy.
S&P assess Micro Holding's business risk profile as "weak" based on
the company's acquisitive growth strategy, risk of technology
obsolescence, relatively low barriers to entry, and reliance on the
auto sector for close to half of its revenues and EBITDA.

RATINGS LIST

Micro Holding Corp.
Corporate Credit Rating                        B/Stable/--

Micro Holding Corp.
MH Sub I LLC
$560 mil. senior secured first-lien term loan  B
  Recovery Rating                               3H



MMRGLOBAL INC: RHL Group Buys 40 Million Common Shares
------------------------------------------------------
MMRGlobal, Inc., disclosed with the Securities and Exchange
Commission that on May 19, 2015, The RHL Group, Inc., elected to
purchase 40,000,000 shares of common stock at market price in
consideration for a reduction in amounts due of $120,000.

On May 20, 2015, four non-employee directors elected to each
purchase 10,000,000 shares of common stock at market price in
consideration for a reduction in amounts due of $120,000 in the
aggregate.

On May 20, 2015, the Company granted the RHL Group a warrant to
purchase 1,764,642 shares of its common stock in connection with
the renewal of the line of credit through the Tenth Amended Note.
This warrant has an exercise price of $0.003 per share, with an
expiration date of May 20, 2017, and vests at commencement.

All securities granted or sold under these agreements are
unregistered, non-transferrable and non-saleable, and may only be
resold or transferred if they later become registered or fall under
an exemption to the Securities Act and applicable state laws.

                          About MMRGlobal

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

MMRGlobal reported a net loss of $2.18 million on $2.57 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $7.63 million on $587,000 of total revenues for the
year ended Dec. 31, 2013.

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 incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2014, and 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOTORS LIQUIDATION: Has $944 Million Net Assets in Liquidation
--------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended March 31, 2015.

The GUC Trust was formed on March 30, 2011, as a statutory trust
under the Delaware Statutory Trust Act, as amended, or the Delaware
Act, upon the execution of the Motors Liquidation Company GUC Trust
Agreement, or the GUC Trust Agreement, by Motors Liquidation
Company, or MLC, MLC of Harlem, Inc., MLCS, LLC, MLCS Distribution
Corporation, Remediation and Liability Management Company, Inc. and
Environmental Corporate Remediation Company, Inc., Wilmington Trust
Company, not in its individual capacity but solely in its capacity
as trust administrator and trustee of the GUC Trust, or the GUC
Trust Administrator, and FTI Consulting, Inc., solely in its
capacity as trust monitor of the GUC Trust, or the GUC Trust
Monitor, and upon the filing of the Certificate of Trust of Motors
Liquidation Company GUC Trust with the Office of the Secretary of
State of the State of Delaware.

The GUC Trust's sources of liquidity are principally the funds it
holds for the payment of liquidation and administrative costs, and
to a significantly lesser degree, the earnings on those funds
invested by it.  The GUC Trust holds those funds as cash and cash
equivalents and also invests such funds in marketable securities,
primarily corporate commercial paper and municipal commercial paper
and demand notes, as permitted by the Plan and the GUC Trust
Agreement.

During the year ended March 31, 2015, the GUC Trust's holdings of
cash and cash equivalents increased approximately $22.6 million
from approximately $14.9 million to approximately $37.5 million.
The increase was due primarily to (a) dividends received on
holdings of New GM Common Stock of $16.1 million, (b) proceeds from
the maturity and sale of marketable securities in excess of
reinvestments of $13.4 million, and proceeds from the sale of New
GM Securities to fund expected costs of liquidation and
administrative costs of $11.4 million, offset in part by (a) cash
paid for liquidation and administrative costs of $12.8 million, (b)
cash paid for distributions of $3.6 million, and (c) cash paid for
Residual Wind-Down Claims of $2.6 million.

During the year ended March 31, 2015, the funds invested by the GUC
Trust in marketable securities decreased approximately $13.4
million, from approximately $44.4 million to approximately $31.0
million.  The decrease was due primarily to reduced re-investments
of cash in marketable securities in order to fund cash needs during
the year.  The GUC Trust earned approximately $70,000 in interest
and dividend income on such investments during the year.

As of March 31, 2015, Motors Liquidation had $1.01 billion in total
assets, $69.23 million in total liabilities and $944.73 million in
net assets in liquidation.

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

                        http://is.gd/hf1yap

                      About Motors Liquidation

General Motors Corporation and three of its affiliates 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.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  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 Company 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.


NEW YORK LIGHT ENERGY: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                     Case No.
     ------                                     --------
     New York Light Energy, LLC                 15-11121
     830 New Loudon Road
     Latham, NY 12110

     Light Energy Partners Group, LP,           15-11122

     Light Energy Administrative Services, LLC  15-11123

     Light Energy Installers, LLC               15-11124

     U.S. Light Energy, LLC                     15-11125

Type of Business: Engaged in the business of developing and
                  installing solar arrays

Chapter 11 Petition Date: May 27, 2015

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Debtors' Counsel: Joseph Zagraniczny, Esq.
                  Sara C. Temes, Esq.
                  Grayson T. Walter, Esq.
                  BOND, SCHOENECK & KING, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202
                  Tel: (315) 218-8220
                  Fax: (315) 218-8100
                  Email: jzagraniczny@bsk.com
                         stemes@bsk.com
                         gwalter@bsk.com

New York Light Energy's Total Assets: $17.7 million

New York Light Energy's Total Debts: $13.1 million

The petition was signed by David P. Ellis, managing member.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
American Honda Finance             Arrears under        $8,696
                                   vehicle leases

Anixter, Inc.                      Trade Debt         $162,721

C.T. Male Associates               Services            $25,390
                                   Provided

CS Arch                            Structural          $90,285
                                   Engineering

Draker, Inc.                       Trade Debt           $9,139

Dyn Tek Services Inc.              Miscellaneous IT    $11,931
                                   supplies

Flex Electrical Construction       Services           $832,211
2431 3rd Avenue                    Provided
Watervliet, NY 12189

Gexpro                             Trade Debt         $134,151

Gross Electric Inc.                Services         $1,197,252
27 Silver Circle                   provided
Queensbury, NY 12804

Mercedes-Benz Financial Services   Arrears under       $11,718
                                   vehicle lease

Mombasha Electric                  Services            $37,113
                                   Provided

NYS Department of Taxation &       Sales taxes          $8,401
Finance

NYSERDA                            Incentive          $508,484
17 Columbia Circle                 Payments
Albany, NY 12203

O'Connell Electric                 Services            $65,000
                                   provided

Panel Claw                         Trade Debt         $669,504
1600 Osgood Street 2023
North Andover, MA 01845

Ryan Electric                      Services           $147,612
                                   provided

Solarbos                           Trade Debt          $20,878

Stone Management, Inc.             Inventory           $18,407
                                   handling and
                                   storage

United Rentals                     Machinery and       $21,336
                                   equipment
                                   rental

Wainschaf Associates Inc.          Inverter           $284,992
65 Washington Street               storage
Rensselaer, NY 12144               and
                                   installation


NEW YORK LIGHT ENERGY: Files Schedules of Assets & Debt
-------------------------------------------------------
New York Light Energy, LLC, filed with the bankruptcy court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $17,718,984
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,813,983
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $8,401
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,337,514
                                 -----------      -----------
        TOTAL                    $17,718,984      $13,159,899

In its statement of financial affairs, the Debtor disclosed
$572,000 of income from the NYSERDA grant, $431,000 of income from
the Treasury grant, and $299,000 of PPA revenue in 2013.  The
Debtor disclosed $247,000 of income from the NYSERDA grant,
$407,000 of income from the Treasury grant, $301,000 of PPA
revenue, and $450,000 of gross income from sale of materials in
2014.  The Debtor had $179,000 of income from the NYSERDA grant,
$152,000 of income from the Treasury grant, and $126,000 of PPA
revenue in 2015 to date.

A copy of the schedules is available for free at:

         http://bankrupt.com/misc/nynb15-11121_SAL.pdf

                   About New York Light Energy

Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts.  The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.

NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.

The deadline for filing claims by governmental entities is Nov. 23,
2015.

The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.


NEW YORK LIGHT ENERGY: Seeks to Pay $300,000 to Critical Vendors
----------------------------------------------------------------
New York Light Energy, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of New York a motion for approval to pay
certain prepetition claims of critical vendors, shippers, freight
carriers and warehousemen.

Joseph Zagraniczny, Esq., at Bond, Schoeneck & King, PLLC, relates
that in the ordinary course of business, the Debtors make payments
to certain essential trade vendors and service providers on a
regular basis.  Mr. Zagraniczny relates that if the critical
vendors are not paid, their unwillingness to continue to service
the Debtors could cause an interruption of the Debtors'
businesses.

The Debtors seek authority to pay, in their discretion, an
aggregate amount of $300,000 in prepetition claims of critical
vendors.

The Debtors propose to condition the payment of all such claims on
the creditors' agreement to continue to supply goods or services to
the Debtors on terms that are consistent with customary trade terms
between the parties.  However, the Debtors reserve the right to
negotiate different trade terms with any critical vendor, as a
condition to payment of any critical vendor claim, to the extent
the Debtors determine that such trade terms are (a) necessary to
procure essential goods and/or services or (b) otherwise in the
best interests of the Debtors' estates.

                   About New York Light Energy

Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts.  The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.

NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.

The deadline for filing claims by governmental entities is Nov. 23,
2015.

The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.


NEW YORK LIGHT ENERGY: Solar Arrays Installer in Chapter 11
-----------------------------------------------------------
New York Light Energy, LLC, and its affiliates sought bankruptcy
protection due to short-term liquidity woes.

The Debtors have developed and installed solar arrays on more than
180 industrial, commercial, municipal, and residential sites
throughout New York and Massachusetts to date.  The Debtors have
two projects currently in the build phase and several
more in development: (i) a 223.16 kW system in North Adams,
Massachusetts for customer Air-Tite Holders, Inc. (the "Air-Tite
Project") and (ii) the development of three vacant parcels of
land located in Pittsfield, Massachusetts (the "Betnr Project"),
one of which is under contract to be purchased by LISLE with the
other two parcels subject to an option to purchase with 642.6 kW of
electricity to be produced on each of the three parcels. The
electricity produced at the Betnr Project will be sold through
multiple Net Metering Agreements.

Although the Debtors have obtained important permits, transmission
rights and other property rights in connection with these future
projects, each project is in early development stages, and at least
several weeks away from being eligible for funding by non-debtor
affiliate Light Energy Fund III, LP ("Fund III"), through its
lender, M&T Bank.

As of the Petition Date, the only secured indebtedness of the
Debtors consisted of $2.32 million owing to M&T Bank under two term
notes.

                       No-Cost Installations

The Debtors provide customers fully engineered solar arrays, with
the installation of the arrays completed at no cost to the
customer.  Generally, customers execute 20-year Power Purchase
Agreements ("PPAs") with the marketing arm, debtor U.S. Light
Energy LLC, whereby the customer purchases the energy produced by
the arrays. When a solar array produces more energy than the
customer consumes, the excess energy flows to the grid and the
customer receives a credit from its utility company.

To pay for the cost of construction of the solar arrays, the
Debtors took advantage of the federal energy investment tax credit
("ITC") program, authorized under 26 U.S.C. Sec. 48, which
encourages the use of renewable energy, including solar energy.
The Energy Improvement and Extension Act of 2008, 26 U.S.C.
Sec. 48(a)(2)(A)(i)(II), extended the authorization for the energy
ITC for solar projects placed in service before January 1, 2017.

Initially, NYLE built solar arrays at its own expense, using
traditional financing, and received incentives from the New York
State Energy Research and Development Authority ("NYSERDA") for
each project built.

In order to fund the cost of building the solar arrays by taking
advantage of the energy ITC program (and the ARRA program in the
past), the Debtors and their affiliates entered into financing
arrangements with tax credit investors, including Kyocera
Corporation and M&T Bank.  After the solar arrays were installed,
they were typically sold to joint venture entities or affiliated
limited partnerships, with a sale-leaseback relationship with a
third-party lender such as M&T Bank.  Moreover, the PPAs were
assigned to and assumed by such joint venture entities or limited
partnerships.

                         Road to Bankruptcy

The Debtors are development companies that do not have sufficient
capital to fund the development and construction of the projects
independently.

In 2013 and 2014, the prior fund through which the Debtors
developed and installed solar arrays, Light Energy Fund II, LLC,
was a joint venture with Kyocera Corporation as an investor ("Fund
II").  Based on actual build costs far exceeding estimates and
NYSERDA incentives being drastically reduced, the Debtors
experienced significant losses in connection with Fund II. During
this time, NYSERDA incentives were continually reduced to the
present level of $.60 for up to 50 KWH and $.40 for 51 to 200 KWH.
A new program for over 200 KWH is in place but does not offer
economic advantages.

Following the failure of Fund II from an expense side and the
attendant losses experienced by all of the Debtor entities involved
in the development and construction of solar arrays from that
project, the Debtors were left with greatly reduced liquidity.

During the planning of Fund III in late 2014, the Debtors were
faced with aging payables and the Debtors' former management
entered into agreements to satisfy large payables that were not
feasible.  On or about Jan. 20, 2015, NYLE and USLE executed an
affidavit in support of a confession of judgment to a creditor and
subsequently defaulted on the agreed payments.  Consequently, the
creditor is poised to file the judgment at any time.  Other
creditors have commenced litigation and/or threatened litigation
against KYLE.  As a result of inevitable failures to comply with
payment agreements, there has been a significant tightening of
terms by suppliers and engineering firms due to aging receivables.
Because of the Debtors' inability to pay the unsecured debt and the
acceleration of litigation concerning the debt, the Debtors have
not been successful in restructuring their obligations outside of
the reorganization process set forth in chapter 11 of the
Bankruptcy Code.

Ultimately, the Debtors' lack of short-term liquidity, coupled with
a significant amount of liabilities, would impede any further
progress toward completion of projects and generation of income and
would prevent further investment by tax credit investor partners.
Furthermore, the Debtors' management recognized that the cash on
hand would soon be insufficient to cover certain major obligations
of the Debtors that were scheduled to come due in the immediate
period.

                        Turnaround Progress

During the course of the last six weeks, the new management of the
Debtors has taken actions to reduce operating expenses by, inter
alia, reducing the staff of the Debtors to the minimal levels
needed to preserve the value of the Debtors' assets.

Since the new management team has taken over operations of the
Debtors, the process of planning, competitive bidding from vendors
for high-cost components, and other methods for streamlining the
build process have been instituted.  Operating costs have been
reduced by adjusting employee levels to fit current needs for a
$950,000 annual savings and terminating vehicle leases for an
annual savings of $47,000.  New management, with the assistance of
a dedicated core team, has identified other ways to reduce
liabilities and cost, and bring in additional income through the
sale of inventory, the sale of 2014 NY renewable energy credits
estimated at $155,000 and several other means.

The Debtors have historically been a sought-after strategic partner
for solar panel manufacturers and believes that strategic or
financial partners will be the key to the companies' future.

Most recently, the Debtors have hired JC Jones to review
operations, and analyze opportunities for new business partners,
and assist in formulating plans for the future, to enable the
Debtors to continue their ongoing efforts to preserve and maximize
the value of their assets in the chapter 11 cases.  JC Jones has
extensive experience in improving operations of construction
companies, and is very familiar with tax credit investments.

Because of the obligations and the Debtors' current inability to
pay them as they become due, the Debtors' management has concluded
that the value of the Debtors' assets will be maximized by seeking
Chapter 11 bankruptcy protection and the other relief.

                         First Day Motions

The Debtors on the Petition Date filed motions to:

  -- authorize the joint administration of their Ch. 11 cases;
  -- pay employee wages and benefits;
  -- pay prepetition taxes and regulatory fees;
  -- use cash collateral;
  -- maintain their existing bank accounts;
  -- honor insurance premium financing agreements; and
  -- pay claims of critical vendors.

                   About New York Light Energy

Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts.  The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.

NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.

The deadline for filing claims by governmental entities is Nov. 23,
2015.

The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.

NYLE disclosed $17.7 million in assets and $13.2 million in
liabilities in its schedules.


NEWSAT LIMITED: Forfeits Rights to Lockheed Martin Satellite
------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that the U.S. Bankruptcy Court for the District of Delaware signed
an order deeming NewSat Ltd.'s $266.7 million satellite
construction contract with Lockheed Martin Corp. terminated as of
May 18, provided that the administrators will have no personal
liability for work Lockheed performed after the bankruptcy
filings.

According to the report, absent those contracts and successful
debt-restructuring efforts in Australia, NewSat administrators
previously said the satellite project would fail.

                            About NewSat

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

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

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

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

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


NORCRAFT COMPANIES: Moody's Withdraws 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew all the ratings assigned to
Norcraft Companies, L.P., since it was acquired by Fortune Brands
Home and Security, Inc. on May 12, 2015. Norcraft's senior secured
term loan due 2020 was fully repaid, resulting in no outstanding
debt.

Ratings Withdrawn:

  -- Corporate Family Rating, B2;

  -- Probability of Default Rating, B2-PD; and

  -- Speculative Grade Liquidity Rating, SGL-2.

Moody's has withdrawn the ratings due to the obligation being
redeemed.

Norcraft Companies, L.P. is a domestic manufacturer and assembler
of finished kitchen and bathroom cabinetry. The company sells to
dealers, contractors, builders, home centers and wholesalers who
then sell to end users in the repair and remodeling and new home
construction markets.


NORTEL NETWORKS: Says U.S. Creditors Shafted in $7B Allocation Plan
-------------------------------------------------------------------
Law360 reported that Nortel Networks Inc. urged a Delaware
bankruptcy judge to reconsider the methodology he used to divvy up
the $7.3 billion generated through the defunct telecommunication
firm's liquidation, suggesting the split gives Nortel's U.S.
creditors a raw deal.

According to Law360, Nortel said U.S. Bankruptcy Judge Kevin Gross'
use of a pro rata allocation among Nortel's Canadian unit, U.S. arm
and European units leaves general unsecured creditors with the
lowest recoveries.  Nortel was joined by the debtors' official
committee of unsecured creditors in seeking review of the
long-awaited decision, Law360 said.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. judge wrote an opinion barring
late-filed claims, including claims filed by an ad hoc group of
some 170 employees of Canadian Nortel companies more than three
years after the September 2009 deadline for submitting claims
against the U.S. companies.

Although only $18 million is involved, U.S. Bankruptcy Judge Kevin
Gross in Delaware said in his May 21 opinion that permitting late
claims "would do great violence to the U.S. debtors' ability to
efficiently bring the U.S. proceedings to their end," the Bloomberg
report related.  Had he allowed the workers' late claims, Judge
Gross said it would mean permitting late claims by "any potential
claimant who would state that they felt confused or misled" by the
notice in 2009 requiring claims on the U.S. side of the bankruptcy,
the Bloomberg report cited.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That same
day, the Monitor sought recognition of the CCAA Proceedings in U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington,
serves as Delaware counsel.  The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


NUVERRA ENVIRONMENTAL: S&P Affirms 'B-' CCR, Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Nuverra Environmental Solutions Inc.  The outlook
is stable.

At the same time, S&P lowered its issue-level rating on the
company's $400 million senior unsecured notes by one notch to 'B-'
(the same as the corporate credit rating) from 'B' and revised
S&P's recovery rating on the debt to '3' from '2'.  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 affirmation of the corporate credit rating and stable outlook
incorporate S&P's view that the company's liquidity is likely to
remain "adequate," as defined by S&P's criteria, in 2015 following
the repayment of debt outstanding under its ABL.  S&P views the
maintenance of "adequate" liquidity as the key consideration at
this rating.

The lower recovery expectation reflects S&P's reduced estimate of
the company's enterprise value upon emergence from a default. Given
the divestiture of TFI along with a revision in estimated
profitability during periods of weak activity in a deteriorating
oil and gas price market, S&P now believes Nuverra's enterprise
value upon emergence may be lower than previously contemplated.
This is partly offset by a lower estimated amount of ABL
outstanding at default than S&P assessed in its previous analysis,
because the company recently downsized its ABL by $50 million to
$195 million in conjunction with the TFI divestiture.

"Our stable outlook on Nuverra reflects our assumption that despite
the slowdown of activity in the energy sector, the company's
profitability and cash flow generation will allow for the company's
liquidity to remain 'adequate,' as defined by our criteria, which
we view as being the key consideration at this rating," said
Standard & Poor's credit analyst James T Siahaan.

S&P could lower the ratings if the downside risks to its forecast
materialize--such as protracted weakness in economic trends,
environmental regulations that curtail drilling activity and
investments, and other operating problems--which could cause the
company's earnings to diminish to the point that debt leverage
becomes unsustainable and liquidity becomes constrained.  If the
company's availability under its credit facility falls below 12.5%
of the total size of the facility, this could initiate a covenant
testing period, and could also prompt S&P to lower the ratings if
liquidity is not restored in a timely fashion.

While unlikely during the next year, S&P could raise the ratings if
the company reduces debt and improves its operating profile such
that its debt to EBITDA ratio is consistently near the lower end of
the 5x to 6x range and the headroom under its springing
fixed-charge coverage ratio widens.  Stronger credit ratios would
provide cushion against future volatility and could allow S&P to
re-assess its ratings.  S&P would also need to be assured that the
volatility in Nuverra's earnings and cash flows eases to a lower
degree than S&P currently expects.  An upgrade would also be
contingent upon the company maintaining "adequate" liquidity, with
sources of cash sufficient to cover uses by at least 1.2x over the
following 12 months.



ONE LCR: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Debtor: One LCR, LLC
           fka JoelRoy Higgins LLC
        2008 NW Military Highway
        San Antonio, TX 78213

Case No.: 15-51280

Chapter 11 Petition Date: May 27, 2015

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Craig A. Gargotta

Debtor's Counsel: Randall A. Pulman, Esq.
                  PULMAN, CAPPUCCIO, PULLEN, BENSON & JONES, LLP
                  2161 NW Military Hwy, Suite 400
                  San Antonio, TX 78213
                  Tel: (210) 222-9494
                  Fax: (210) 892-1610
                  Email: rpulman@pulmanlaw.com
                   
                     - and -

                  Thomas Rice, Esq.
                  PULMAN, CAPPUCCIO, PULLEN, BENSON & JONES, LLP
                  2161 N.W. Military Highway, Suite 400
                  San Antonio, TX 78213
                  Tel: (210) 222-9494
                  Fax: (210) 892-1610
                  Email: trice@pulmanlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lila Rosin, manager.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb15-51280.pdf


OPTIM ENERGY: Blackstone Questions "Deemed Acceptance" in DS Order
------------------------------------------------------------------
Walnut Creek Mining Company, an affiliate of The Blackstone Group,
L.P., submitted a statement saying that the U.S. Bankruptcy Court
for the District of Delaware should revise or correct its order
approving disclosure statement explaining Optim Energy, LLC, et
al.'s Chapter 11 plan should be revised or corrected.

According to Walnut/Blackstone, the Disclosure Statement Order
inadvertently included a provision that was reserved for
adjudication in connection with confirmation.  More specifically,
included in the Solicitation Procedures is a provision that states
"if a Class of Claims is eligible to vote and no holder of Claims
eligible to vote in such Class vote to accept or reject the Plan,
the Plan, shall be deemed accepted by the Holders of such Claims in
such Class."  Paragraph 5 of the Disclosure Statement Order
approves the Solicitation Procedures "in their entirety."

Pointing to correspondence with attorneys of the parties,
Blackstone says both the Debtors and Cascade Investment, L.L.C.,
have acknowledged that this issue is reserved for confirmation
notwithstanding the provision included in the Disclosure Statement
Order.  The Debtors, however, have refused to submit a corrected
version of the order, Blackstone tells the Court.

The Reorganizing Debtors, however, submit that the Court should
disregard the Statement and should not modify the Disclosure
Statement Order or the solicitation materials attached thereto.

"The Disputed Language Blackstone complains about has been included
in every version of the disclosure statement and proposed order
since March 18, 2015.  Blackstone had two months to object and did
nothing.  And when it finally chose to act, it did not follow the
procedures regarding amended or reconsidering orders as established
by the applicable rules," Erin R. Fay, Esq., at Morris, Nichols,
Arsht & Tunnell LLP, argues.

Prepetition secured parties Cascade Investment and ECJV Holdings,
LLC Court's order approving the Third Amended Disclosure Statement
is correct as entered and Blackstone's statement should be
disregarded as procedurally improper and substantively wrong.

The Prepetition Secured Parties agree that the Disclosure Statement
Order, which only approves the solicitation procedures, does not
finally determine whether the "deemed acceptance", if relevant,
would be sufficient to satisfy the requirements of section
1129(a)(10) for purposes of confirmation.  They further agree that
this issue is reserved for confirmation.  With this acknowledgement
and with a similar acknowledgement from the Reorganizing Debtors,
the Prepetition Secured Parties do not understand how Blackstone is
prejudiced by the entered Order or the exhibits attached thereto.

"It is also worth noting that the "deemed acceptance" issue may
never arise if all classes have at least one eligible holder that
votes to accept the plan.  To the extent it does become relevant at
confirmation, changing the disclosure could potentially be
prejudicial to the Reorganizing Debtors' position on the issue
since prominent notice of the "deemed acceptance" has been found by
courts to be important in their decision to find that such a
provision satisfies Section 1129(a)(10).  See In re Adelphia
Communs. Corp., 368 B.R. 140, 260 (Bankr. S.D.N.Y. 2007) (noting
that the "presumption was explicit and well advertised"); In re
Tribune Co., 464 B.R. 126, 184 (Bankr. D. Del. 2011) (discussing
Adelphia and quoting this language).  Against this backdrop, the
Disclosure Statement Order and the solicitation materials are
intended by the Reorganizing Debtors to satisfy the requisites for
the "deemed acceptance" position that the Reorganizing Debtors
intend to take (to the extent necessary) at confirmation.  In the
meantime, the only practical outcome of the language being in the
order is to encourage eligible creditors to vote," counsel to the
Prepetition Secured Parties, Margaret Whiteman Greecher, Esq., at
Young Conaway Stargatt & Taylor LLP, tells the Court.

                        The Chapter 11 Plan

As reported in the TCR on May 22, 2015, Judge Brendan L. Shannon on
May 19, 2015, entered an order approving the disclosure statement
explaining Optim Energy, LLC, et al.'s joint Chapter 11 plan of
reorganization and scheduling the confirmation hearing for
June 24, 2015, at 10:00 a.m. (prevailing Eastern time).

Under the Third Amended Plan, holders of Allowed General Unsecured
Claims are now being offered Cash equal to 75% of their Allowed
Claims if the Class of Claims accepts the applicable Subplan, and
an additional 20% in Cash for any holders that do not opt out of
the release contained in Section 10.03 of the Third Amended Plan.
The potential for 25% impairment cannot be characterized as
artificial.  There are approximately 60 to 70 holders of General
Unsecured Claims against Altura Cogen (totaling approximately
$800,000 to $900,000) and two holders of General Unsecured Claims
against Cedar Bayou (totaling approximately $400,000 to $500,000).

Each Estate has non-insider creditor classes.

A full-text copy of the Third Amended Plan dated May 19, 2015, is
available at http://bankrupt.com/misc/OPTIMds0519.pdf

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is
coal-fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$184 million in assets and $718 million in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

The U.S. Trustee for Region 3 was unable to appoint an official
committee of unsecured creditors in the Debtors' cases.

Walnut Creek is represented by:

         Michael W. Yurkewicz, Esq.
         KLEHR HARRISISON HARVEY BRANZBURG LLP
         919 Market Street, Suite 1000
         Wilmington, DE 19801
         Tel: (302) 426-1189
         Fax: (302) 426-9193

                 - and -

         Paul M. Basta, P.C., Esq.
         Joshua A. Sussberg, P.C., Esq.
         Matthew Kapitanyan, Esq.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10020
         Tel: (212) 446-4800
         Fax: (212) 446-4900

                 - and -

         James A. Stempel, Esq.
         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, IL 60654
         Tel: (312) 862-2000
         Fax: (312) 862-2200

Cascade Investment, L.L.C. and ECJV Holdings are represented by:

         YOUNG CONAWAY STARGATT & TAYLOR LLP
         Margaret Whiteman Greecher, Esq.
         Pauline K. Morgan, Esq.
         Patrick A. Jackson, Esq.
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253
         E-mail: pmorgan@ycst.com
                 mgreecher@ycst.com
                 pjackson@ycst.com
                 bankfilings@ycst.com

                 - and -

         Lindsee P. Granfield, Esq.
         Jane VanLare, Esq.
         CLEARY GOTTLIEB STEEN & HAMILTON LLP
         One Liberty Plaza
         New York, NY 10006
         Tel: (212) 225-2000
         Fax: (212) 225-3999
         E-mail: lgranfield@cgsh.com
                 jvanlare@cgsh.com

The Debtors' attorneys can be reahed at:

         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         Robert J. Dehney, Esq.
         Eric D. Schwartz, Esq.
         Erin R. Fay, Esq.
         1201 North Market Street, 16th Floor
         P.O. Box 1347
         Wilmington, DE 19899
         Tel: (302) 658-9200
         Fax: (302) 658-3989
         E-mail: rdehney@mnat.com
                 eschwartz@mnat.com
                 efay@mnat.com


ORANGE LAKE CONSTRUCTION: Case Summary & 3 Top Unsec. Creditors
---------------------------------------------------------------
Debtor: Orange Lake Construction Corp.
        501 Gardnertown Road
        Newburgh, NY 12550

Case No.: 15-35966

Nature of Business: Sale/installation of steel buildings

Chapter 11 Petition Date: May 28, 2015

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

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Total Assets: $1.3 million

Total Liabilities: $226,159

The petition was signed by Joseph Ruggiero, Sr., president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb15-35966.pdf


PATRIOT COAL: Can File Schedules and Statements Until June 26
-------------------------------------------------------------
The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia extended the deadline to June 26,
2015, within which Patriot Coal Corp. and its subsidiaries can file
their schedules of assets and liabilities, schedules of current
income and expenditures, schedules of executory contracts and
unexpired leases, and statements of financial affairs.

As reported in the Troubled Company Reporter on May 14, 2015, prior
to the filing of the Chapter 11 cases, the Debtors focused on
preparing for the chapter 11 filing, preparing the business to
transition into chapter 11, and negotiating with the Debtors'
significant creditor constituencies.  Such efforts made it
difficult for the Debtors to prepare the Schedules and Statements.
Although the Debtors have commenced the process that will enable
them to prepare and finalize what will be voluminous Schedules and
Statements, the Debtors anticipate that they will require at least
45 days after the Petition Date to complete the Schedules and
Statements.

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) - and
their operations consist of eight active mining complexes in West
Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015.  The cases are assigned to Judge Keith
L. Phillips.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.

Patriot Coal estimated more than $1 billion in assets and debt.


PERVASIP CORP: Rosenberg Rich Expresses Going Concern Doubt
-----------------------------------------------------------
Pervasip Corp. reported a net loss of $459,000 on $491,000 of
revenue in fiscal year ended Nov. 30, 2014, compared with net
income of $444,000 on $915,000 of revenue in the prior year.

The Company's balance sheet at Nov. 30, 2014, showed $1.05 million
in total assets, $10.5 million in total liabilities and a
stockholders' deficit of $9.40 million.

Rosenberg, Rich, Baker, Berman & Company expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has sustained recurring substantial losses
from its continuing operations, and has negative working capital
and a significant stockholders' deficit as of Nov. 30, 2014.  In
addition, the Company is unable to meet its obligations as they
become due and sustain its operations.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:

                       http://is.gd/CYfh3x

                       About Pervasip Corp.

Based in White Plains, New York, Pervasip Corp. (OTCBB:PVSP) fka
eLEC Communications Corp. -- http://www.voxcorp.net/and   
http://www.pervasip.com/-- provides an integrated suite of IP-
based communications services and offers wholesale broadband
voice, origination and termination services, well as enhanced
digital telephone service to the small business and residential
marketplace.



PREGIS HOLDING: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and all other ratings on Deerfield, Ill.-based Pregis
Holding I Corp.  The outlook is stable.

The '3' and '6' recovery ratings on the company's first-lien credit
facilities and second-lien notes are unchanged.  Pro forma for the
proposed $57 million upsize to the first-lien term loan, the
first-lien facilities consist of a $50 million revolving credit
facility and a $284 million first-lien term loan.  The '3' recovery
rating indicates S&P's expectation of a meaningful (50% to 70%;
lower half of rating) recovery in the event of a default. Pregis
intends to use the proceeds to reduce the amount of second-lien
notes by $35 million and to fund an acquisition that could aid
vertical integration.  Pro forma for the proposed transaction, the
second-lien notes will continue to have a '6' recovery rating,
indicating our expectation of a negligible (0% to 10%) recovery in
the event of a default.

"We base the stable outlook on our expectation that the company
will continue to improve its results, generate reasonable free cash
flow, and maintain 'adequate' liquidity, as defined in our
criteria," said Standard & Poor's credit analyst James Siahaan.
"Based on our view of volume growth, rational industry pricing, and
effective cost management, we believe Pregis' adjusted debt to
EBITDA ratio will be roughly 6x and improving, consistent with the
current ratings," he added.

S&P affirmed its ratings, including its 'B' corporate credit
rating, on Pregis.  While the company's debt leverage will increase
following the proposed transaction to upsize its first-lien term
loan, S&P believes the company's operating and financial
performance in 2015 will still allow for "adequate" liquidity, as
defined by S&P's criteria, and to result in an adjusted debt to
EBITDA ratio that does not significantly deviate from the roughly
6x S&P expects at the current ratings.  The company plans to use
the $57 million of proceeds from the addition to the first-lien
term loan along with almost $6 million of existing cash to repay
roughly $35 million of second-lien notes, saving roughly
$1.4 million of interest expense.

S&P assesses the company's business risk profile as "weak,"
financial risk profile as "highly leveraged," and liquidity as
"adequate," as defined by S&P's criteria.

S&P could lower the ratings if the company's liquidity position
deteriorates or if earnings and cash flow decline unexpectedly
because of weaker demand for its products.  S&P could also lower
the ratings if financial policy decisions weaken its financial
profile or cause financial metrics to deviate from S&P's
expectations.  Based on S&P's downside scenario forecasts, it could
lower the ratings if EBITDA margins weaken by 210 basis points from
expectations.  This would drive adjusted debt to EBITDA to over
7x.

Because of the highly leveraged financial profile and aggressive
financial policies, an upgrade is highly unlikely.  Future
financial policies would need to support a consistently improved
financial profile for consideration of an upgrade.  In addition,
the company will also need to consistently maintain its adjusted
debt to EBITDA in the range of 4x to 4.5x.



PTC SEAMLESS: Taps Candlewood as Investment Banker
--------------------------------------------------
PTC Seamless Tube Corp. filed papers with the bankruptcy court on
its bid to employ Candlewood Partners, LLC, as investment banker
and financial advisor, nunc pro tunc as of the Petition Date.

The Debtor selected Candlewood because, among other things,
Candlewood has considerable experience providing investment banking
and financial advisory services.  Further, Candlewood performed
work for the Debtor prior to the Petition Date, and is familiar
with the Debtor's assets and its value to potential third party
purchasers.

Candlewood will:

   a. familiarize itself, to the extent Candlewood deems
appropriate and feasible, with the Debtor's business, operations,
properties, financial condition, and prospects;

   b. assist the Debtor in structuring and negotiating sufficient
financing to support the completion of its current projects and
operations;

   c. at the Debtor's direction, execute a strategic plan to market
and sell the Debtor's assets, in one or more transactions, pursuant
to Section 363 of the Bankruptcy Code;

   d. assist the Debtor in preparing presentations, discussions,
and due diligence materials relating to the sale;

   e. assist the Debtor in the preparation of a confidential
information package describing the Debtor and in the preparation
and negotiations of any confidentiality agreements to be entered
into by third parties potentially interested in entering into the
sale, all of which will be subject to approval by the Debtor;

   f. advise on capital structure issues;

   g. at the Debtor's request, make presentations to the Debtor's
senior management and/or board of directors on the status of any
negotiations or discussions regarding the same; and

   h. provide such other financial advisory and investment banking
services as are customary for similar transactions and as may be
mutually agreed upon by the Debtor and Candlewood, including but
not limited to appearing in court to testify with respect to the
services rendered by Candlewood if and when requested by the
Debtor.

Candlewood will be paid postpetition pursuant to the terms of the
Engagement Agreement as follows:

   a. a Monthly non-refundable Work Fee of $50,000;

   b. if the Debtor completes, or enters into a definitive
agreement to complete, a Sale with any party during the Term of the
Engagement Agreement or with a Covered Party within 12 months
following the termination of the Engagement Agreement pursuant to
paragraph 7 of the Engagement Agreement, the Debtor shall pay
Candlewood a fee (the "Sale Fee"), which will be calculated as
follows: (a) $250,000, plus (b) 3.5% of the total Consideration,
provided, however, that if the Debtor completes a Sale in whole or
in part to Black Diamond Capital Management, L.L.C., or any direct
or indirect affiliate, the Sale Fee will include only the payment
of $250,000 and not the additional 3.5% of the total Consideration;
and

   c. if the Company completes, or enters into definitive
agreements to complete, a Financing with any Covered Party during
the term of the Engagement Agreement or with any Covered Party
within 12 months following the termination of the Engagement
Agreement pursuant to section 7 of the Engagement Agreement, the
Debtor will pay Candlewood a transaction fee, in US Dollars (the
"Transaction Fee"), equal to 3.5% of the committed purchase price
of the securities included in the Financing, provided, however,
that Candlewood will not earn a Sale Fee or Transaction Fee in
connection with any financing replacing some or all of the
financing provided under the Credit Agreement dated as of December
19, 2012, by and between the Borrowers and Wells Fargo Bank,
National Association, as an Agent and Lender thereunder.

Prior to the Petition Date, Candlewood received $50,000 from the
Debtor.

Candlewood also will be reimbursed for reasonable out-of-pocket
expenses incurred in connection with this engagement, such as
travel, lodging, duplicating, research, messenger, and telephone
charges, which amount shall not exceed $15,000 without prior
approval of the Debtor.

The following information is provided by Candlewood in response to
the request for additional information set forth in paragraph D.1
of the Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases (the "U.S. Trustee
Guidelines"):

    * Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?

    - Response: Yes. The Debtor and Candlewood negotiated the Sale
Fee and Transaction Fee, and each fee is specific to this
engagement.

    * Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?

    - Response: No.

    * Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition.  If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.


    - Response: Candlewood represented the Debtor during the
12-month period prior to the Petition Date.  During that period, as
set forth in the Engagement Agreement, Candlewood charged the
Debtor a Monthly Work Fee.

    * Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget period?

    - Response: Yes. The Debtor and Candlewood negotiated the terms
of the Engagement Agreement, and the Engagement Agreement will
remain in effect during the Chapter 11 Case.

Based upon the declaration of Glenn Pollack, the Debtor believes
that Candlewood is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code.

                        About PTC Seamless

PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC.  Seamless's executive and financial operations are based
in Wexford, Pennsylvania.  Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.

PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products, fabricated
parts, and precision components.  PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc.  PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.

Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.
Judge Carlota M. Bohm presides over the case.  PTC Group and
Alliance have not commenced Chapter 11 cases.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015.  The deadline for
governmental entities to file claims is Oct. 23, 2015.

The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.

The Debtor disclosed $99,347,576 in total assets and   $280,030,034
in liabilities in its schedules.

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


QOL MEDS: S&P Affirms 'B' CCR Then Withdraws Rating on Merger
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Pittsburgh-based QoL Meds LLC.  The outlook is
stable.

S&P is subsequently withdrawing all of the ratings on QoL Meds LLC.
S&P is withdrawing the 'B' corporate credit rating at the
company's request following the company's merger into Genoa, a QoL
Healthcare Company LLC.  S&P is also withdrawing the issue-level
rating after Qol Meds' debt was repaid in connection with the
recapitalization of the company when Advent International took a
majority ownership position.



QUANTUM FUEL: Stockholders Elect 2 Directors
--------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc. held its 2015
annual meeting on May 21, 2015, at which the stockholders elected
Jonathan Lundy and Dr. G. Scott Samuelsen to serve as Class II
directors; (ii) ratified the appointment of Haskell & White LLP as
the Company's independent auditors for the year ending Dec. 31,
2015; and (iii) approved, on an advisory basis, the compensation of
the Company's named executive officers.

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.

As of March 31, 2015, Quantum Fuel had $72.5 million in total
assets, $41.8 million in total liabilities and $30.8 million in
total stockholders' equity.


REGINA FOSTER: Bankruptcy Court's Denial of Conversion Bid Upheld
-----------------------------------------------------------------
District Judge John McBryde in Fort Worth, Texas, affirmed the
bankruptcy court's denial of the debtor's motion for conversion in
the Chapter 7 bankruptcy case of Regina Nachael Howell Foster.

Foster appealed the bankruptcy court's denial of her motion to
convert her Chapter 7 case to Chapter 11, challenging whether it
was a proper exercise of the bankruptcy court's authority under 11
U.S.C. Section 105(a) to take any action or make any determination
necessary or appropriate to prevent an abuse of process.

In his April 29, 2015 memorandum opinion and order, available at
http://is.gd/sKtQXyfrom Leagle.com, Judge McBryde found Foster's
appeal to be without merit and affirmed the bankruptcy court's
order denying the motion for conversion.  He concluded that Foster
failed to demonstrate that the denial of her motion for conversion
was beyond the power of the bankruptcy court.

The appellate case is, REGINA NACHAEL HOWELL FOSTER, Appellant, v.
AREYA HOLDER, Appellee, DISTRICT COURT CASE NO. 4:14-CV-1060-A
(N.D. Tex.).

Regina Nachael Howell Foster, Appellant, represented by Jennifer J
Clayton, Law Office of Jennifer J Clayton.

Areya Holder, Appellee, represented by Michelle E Shriro --
mshriro@singerlevick.com -- Singer & Levick PC & Todd Hoodenpyle,
Singer & Levick, P.C..

Regina Nachael Howell Foster, Debtor, represented by Jennifer J
Clayton, Law Office of Jennifer J Clayton.

                About Regina Nachael Howell Foster

Regina Nachael Howell Foster filed her Chapter 7 voluntary petition
(Bankr. N.D. Tex. Case No. 12-43804-RFN-7) on July 2, 2012.  Areya
Holder was designated as the Chapter 7 Trustee.  On October 28,
2014, Foster filed her motion for conversion of Chapter 7 to
Chapter 11 which was objected to by the Trustee.  The Hon. Russell
F. Nelms oversees the bankruptcy proceedings.


RESIDENTIAL FUNDING: Motion to Strike Partially Granted
-------------------------------------------------------
The United States District Court for the District of Minnesota, in
its April 28, 2015 Memorandum Opinion and Order:

     -- granted the unopposed Motion for Preliminary Approval of
Class Action Settlement filed by proposed class representative
Darren Scott, Jon Hotzler, Gary Backlund, and Jose Valdez; and

     -- partially granted and partially denied, without prejudice,
Plaintiff Residential Funding Company, LLC (RFC) and ResCap
Liquidating Trust's Motion to Strike, or in the alternative, for
Judgment on the Pleadings as to Ten of Defendants' Affirmative
Defenses.

District Judge Susan Richard Nelson granted Plaintiffs' Motion to
the extent that it sought to strike Defendants' unclean hands
defense.  Judge Nelson states that "this action does not arise in
equity or invoke an equitable remedy, nor is there 'substantial
injury to innocent parties.' Accordingly, as a matter of law, there
is no legal basis for the assertion of an unclean hands defense.'

Judge Nelson also granted Plaintiffs' motion to strike Defendants'
Laches defense, stating that the statute of limitations apply as
Plaintiffs assert legal claims for breach of contract and
indemnification. Consequently, the defense of laches is not
applicable.

Judge Nelson found that Defendants' in pari delicto defense was not
applicable as there was nothing about the illegal about nature of
the Parties' agreements. Neither have the Plaintiffs asserted tort
claims against the Defendants.

The case is, Residential Funding Company, LLC v. Ark-La-Tex
Financial Services, LLC, No. 13-cv-3448 (DWF/TNL) Residential
Funding Company, LLC v. Academy Mortgage Corporation, No.
13-cv-3451 (SRN/BRT) Residential Funding Company, LLC v. First
California Mortgage Company, No. 13-cv-3453 (SRN/JJK) Residential
Funding Company, LLC v. Community West Bank, N.A., No. 13-cv-3468
(JRT/JJK) Residential Funding Company, LLC and ResCap Liquidating
Trust v. Provident Funding Associates, L.P., No. 13-cv-3485
(SRN/TNL) Residential Funding Company, LLC v. E*Trade Bank, No.
13-cv-3496 (JNE/HB) Residential Funding Company, LLC v. PNC Bank,
N.A., No. 13-cv-3498 (JRT/BRT) Residential Funding Company, LLC v.
Branch Banking & Trust Company, No. 13-cv-3513 (PJS/BRT)
Residential Funding Company, LLC v. T.J. Financial, Inc., No.
13-cv-3515 (SRN/SER) Residential Funding Company, LLC v. Universal
American Mortgage Company, LLC, No. 13-cv-3519 (SRN/JSM)
Residential Funding Company, LLC v. BMO Harris Bank, N.A. d/b/a M&I
Bank, FSB, No. 13-cv-3523 (JNE/FLN) Residential Funding Company,
LLC v. Wells Fargo Financial Retail Credit, Inc., No. 13-cv-3525
(SRN/JSM) Residential Funding Company, LLC and ResCap Liquidating
Trust v. Standard Pacific Mortgage, Inc., No. 13-cv-3526 (JRT/JJK)
Residential Funding Company, LLC v. iServe Residential Lending,
LLC, No. 13-cv-3531 (PJS/TNL) Residential Funding Company, LLC v.
CTX Mortgage Company, LLC, No. 14-cv-1710 (DSD/TNL) Residential
Funding Company, LLC v. American Mortgage Network, LLC., No.
14-cv-1760 (PJS/TNL) ResCap Liquidating Trust v. Freedom Mortgage
Corporation, No. 14-cv-5101 (MJD/HB) Residential Funding Company,
LLC v. Homestead Funding Corp., No. 13-cv-3520 (JRT/HB), CIV. NO.
13-3451 (SRN/JJK/HB).

A copy of the Judge Nelson's April 28, 2015 Memorandum Opinion and
Order, is available at http://is.gd/nrZZTyfrom Leagle.com.   

Residential Funding Company, LLC, Plaintiff, represented by Anthony
Alden -- anthonyalden@quinnemanuel.com -- Quinn Emanuel  Urquhart &
Sullivan, David Elsberg -- davidelsberg@quinnemanuel.com -- Quinn
Emanuel Urquhart & Sullivan LLP, David L Hashmall, Felhaber Larson,
Donald G Heeman, Felhaber Larson, Edward P Sheu --
esheu@bestlaw.com -- Best & Flanagan LLP, Erica P Taggart, Quinn
Emanuel Urquhart & Sullivan, Gabriel F Soledad --
gabrielsoledad@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, Isaac Nesser -- isaacnesser@quinnemanuel.com -- Quinn
Emanuel Urquhart & Sullivan, Jeffrey A Lipps, Carpenter Lipps &
Leland LLP, Jennifer A L Battle, Carpenter Lipps & Leland LLP,
Johanna Ong -- johannaong@quinnemanuel.com -- Quinn Emanuel
Urquhart & Sullivan, LLP, Marnie E Fearon, Felhaber Larson, Matthew
R Scheck -- matthewscheck@quinnemanuel.com -- Quinn Emanuel
Urquhart & Sullivan, Peter E. Calamari --
petercalamari@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan
LLP, Richard R Voelbel, Felhaber Larson, Ryan A Olson, Felhaber
Larson, Thomas G Garry -- tgarry@bestlaw.com -- Best & Flanagan
LLP, Bradley T Smith, Felhaber Larson, Jessica J Nelson, Felhaber
Larson & Daniel R Kelly, Felhaber Larson.

ResCap Liquidating Trust, Plaintiff, represented by Anthony Alden,
Quinn Emanuel Urquhart & Sullivan, Bradley T Smith, Felhaber
Larson, David Elsberg, Quinn Emanuel Urquhart & Sullivan LLP, David
L Hashmall, Felhaber Larson, Donald G Heeman, Felhaber Larson,
Erica P Taggart, Quinn Emanuel Urquhart & Sullivan, Gabriel F
Soledad, Quinn Emanuel Urquhart & Sullivan, Isaac Nesser, Quinn
Emanuel Urquhart & Sullivan, Jeffrey A Lipps, Carpenter Lipps &
Leland LLP, Jennifer A L Battle, Carpenter Lipps & Leland LLP,
Johanna Ong, Quinn Emanuel Urquhart & Sullivan, LLP, Marnie E
Fearon, Felhaber Larson, Matthew R Scheck, Quinn Emanuel Urquhart &
Sullivan, Peter E. Calamari, Quinn Emanuel Urquhart & Sullivan LLP,
Richard R Voelbel, Felhaber Larson, Ryan A Olson, Felhaber Larson,
Jessica J Nelson, Felhaber Larson & Daniel R Kelly, Felhaber
Larson.

Academy Mortgage Corporation, Defendant, represented by David M
Souders -- souders@thewbkfirm.com -- Weiner Brodsky Kider PC, Tessa
K Somers -- somers@thewbkfirm.com -- Weiner Brodsky Kider PC,
Anthony Gabor, Oberman Thompson & Segal LLC & James L Forman
-- jforman@obermanthompson.com -- Oberman Thompson, LLC.

The Mortgage Outlet, Inc., Defendant, represented by Eldon J
Spencer, Jr -- espencer@losgs.com -- Leonard, O'Brien, Spencer,
Gale & Sayre, Ltd & Stacey L Drentlaw -- sdrentlaw@losgs.com --
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.

Ark-La-Tex Financial Services, LLC, Defendant, represented by Mark
J Carpenter -- mark@carpenter-law-firm.com -- Carpenter Law Firm
PLLC.

Cherry Creek Mortgage Co., Inc., Defendant, represented by Eldon J
Spencer, Jr, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd, James M
Jorissen -- jjorissen@losgs.com -- Leonard, O'Brien, Spencer, Gale
& Sayre, Ltd & Stacey L Drentlaw, Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd.

Guaranty Bank, Defendant, represented by Gregory A Bromen --
gbromen@nilanjohnson.com -- Nilan Johnson Lewis PA, Matthew S.
Vignali -- mvignali@bcblaw.net -- Beck Chaet Bamberger & Polksy SC
& Steven W Jelenchick -- sjelenchick@bcblaw.net -- Beck Chaet
Bamberger & Polsky SC.

First California Mortgage Company, Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss --
cmoss@hjlawfirm.com -- Hellmuth & Johnson PLLC, Edward Page
Allinson, American Mortgage Law Group, P.C., Evans D Prieston,
American Mortgage Law Group, P.C., J Robert Keena --
jkeena@hjlawfirm.com -- Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C. & James W. Brody, American
Mortgage Law Group.

Americash, Defendant, represented by Andrew Steinfeld, American
Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC,
Edward Page Allinson, American Mortgage Law Group, P.C., Evans D
Prieston, American Mortgage Law Group, P.C., J Robert Keena,
Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law
Group, P.C. & James W. Brody, American Mortgage Law Group.

Broadview Mortgage Corp., Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss,
Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage
Law Group, P.C., Evans D Prieston, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C. & James W. Brody, American
Mortgage Law Group.

Golden Empire Mortgage, Inc., Defendant, represented by Erin
Sindberg Porter -- esindbergporter@greeneespel.com -- Greene Espel
PLLP, Janine Wetzel Kimble -- jkimble@greeneespel.com -- Greene
Espel PLLP, Jenny Gassman Pines -- jgassman-pines@greeneespel.com
--, Greene Espel PLLP, Philip R. Stein -- pstein@bilzin.com --
Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona --
ssakona@bilzin.com -- Bilzin Sumberg Baena Price & Axelrod LLP.

Community West Bank, N.A., Defendant, represented by Christina
Rieck Loukas -- cloukas@winthrop.com -- Winthrop & Weinstine, PA,
Christopher A Camardello -- ccamardello@winthrop.com -- Winthrop &
Weinstine, PA, Jeffrey R Ansel -- jansel@winthrop.com -- Winthrop &
Weinstine, PA & Michael A Rosow -- mrosow@winthrop.com -- Winthrop
& Weinstine, PA.

Fremont Bank, Defendant, represented by Eldon J Spencer, Jr,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd, James M Jorissen,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd & Stacey L Drentlaw,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.

First Equity Mortgage Bankers, Inc., Defendant, represented by
Amelia R Selvig -- aselvig@anthonyostlund.com -- Anthony Ostlund
Baer & Louwagie PA, Brooke D Anthony -- banthony@anthonyostlund.com
-- Anthony Ostlund Baer & Louwagie PA, Joseph W Anthony --
janthony@anthonyostlund.com -- Anthony Ostlund Baer & Louwagie PA,
Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia
M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP.

Colonial Savings, F.A., Defendant, represented by Daniel N Moak --
dmoak@briggs.com -- Briggs & Morgan, PA, Daniel J Supalla --
dsupalla@briggs.com -- Briggs & Morgan, PA & Mark G Schroeder --
mschroeder@briggs.com -- Briggs & Morgan, PA.

First Guaranty Mortgage Corporation, Defendant, represented by
Kevin J Dunlevy, Beisel & Dunlevy, PA & Michael E Kreun, Beisel &
Dunlevy, PA.

Central Pacific Homeloans, Inc., Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss,
Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage
Law Group, P.C., Evans D Prieston, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C. & James W. Brody, American
Mortgage Law Group.

Central Pacific Bank, Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert
Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage
Law Group, P.C. & James W. Brody, American Mortgage Law Group.

Central Pacific Financial Corp., Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss,
Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage
Law Group, P.C., Evans D Prieston, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C. & James W. Brody, American
Mortgage Law Group.

Provident Funding Associates, L.P., Defendant, represented by
Daniel N Moak, Briggs & Morgan, PA, Daniel J Supalla, Briggs &
Morgan, PA, Mark G Schroeder, Briggs & Morgan, PA & Neil R
O'Hanlon, Hogan Lovells US LLP.

First Mortgage Corporation, Defendant, represented by Gene A Hoff,
Minenko & Hoff & Michael J Minenko, Minenko & Hoff, P.A..

Mortgage Network, Inc., Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert
Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage
Law Group, P.C. & James W. Brody, American Mortgage Law Group.

Mortgage Capital Associates, Inc., Defendant, represented by Amelia
R Selvig, Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony,
Anthony Ostlund Baer & Louwagie PA, Joseph W Anthony, Anthony
Ostlund Baer & Louwagie PA, Philip R. Stein, Bilzin Sumberg Baena
Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg Baena Price &
Axelrod LLP.

Lenox Financial Mortgage Corp., Defendant, represented by Gina L
Albertson, Albertson Law & Michael D O'Neill, Martin & Squires,
P.A..

E Trade Bank, Defendant, represented by Amelia R Selvig, Anthony
Ostlund Baer & Louwagie PA, Brooke D Anthony, Anthony Ostlund Baer
& Louwagie PA, Joseph W Anthony, Anthony Ostlund Baer & Louwagie
PA, Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP &
Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP.

Lake Forest Bank & Trust Company, Defendant, represented by Amelia
R Selvig, Anthony Ostlund Baer & Louwagie PA, Amy Y Cho, Shook,
Hardy & Bacon LLP, Brooke D Anthony, Anthony Ostlund Baer &
Louwagie PA & Michael P Conway, Shook, Hardy & Bacon LLP.

PNC Bank, N.A., Defendant, represented by Adam M Gogolak, Wachtell,
Lipton, Rosen & Katz, Amanda Raines Lawrence, BuckleySandler LLP,
Brett J Natarelli, BuckleySandler LLP, Daniel J Supalla, Briggs &
Morgan, PA, David A Schooler, Briggs & Morgan, PA, Elaine P Golin,
Wachtell, Lipton, Rosen & Katz, Fredrick S Levin, BuckleySandler
LLP, Jonathan M Moses, Wachtell, Lipton, Rosen & Katz, Justin V
Rodriguez, Wachtell, Lipton, Rosen & Katz, Mark G Schroeder, Briggs
& Morgan, PA & Richard E Gottlieb, BuckleySandler LLP.

Mortgage Access Corp., Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert
Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage
Law Group, P.C. & James W. Brody, American Mortgage Law Group.

Cornerstone Home Lending, Inc., Defendant, represented by Alan H
Maclin, Briggs & Morgan, PA, Daniel J Supalla, Briggs & Morgan, PA
& Mark G Schroeder, Briggs & Morgan, PA.

Impac Funding Corporation, Defendant, represented by Erin Sindberg
Porter, Greene Espel PLLP, Jenny Gassman-Pines, Greene Espel PLLP,
Katherine M. Swenson, Greene Espel PLLP & Janine Wetzel Kimble,
Greene Espel PLLP.

Plaza Home Mortgage, Inc., Defendant, represented by Amelia R
Selvig, Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony,
Anthony Ostlund Baer & Louwagie PA & Joseph W Anthony, Anthony
Ostlund Baer & Louwagie PA.

Hometown Mortgage Services, Inc., Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss,
Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage
Law Group, P.C., Evans D Prieston, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C., James W. Brody, American
Mortgage Law Group & Brooke D Anthony, Anthony Ostlund Baer &
Louwagie PA.

Sierra Pacific Mortgage Company, Inc., Defendant, represented by
Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered,
Jonathan M Jenkins, JENKINS KAYAYAN LLP, Lara Kayayan, Jenkins LLP,
Navdeep Singh, Jenkins Kayayan LLP & Richard T Thomson, Lapp Libra
Thomson Stoebner & Pusch, Chartered.

Wallick & Volk, Inc., Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert
Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage
Law Group, P.C. & James W. Brody, American Mortgage Law Group.

Branch Banking & Trust Co., Defendant, represented by Jason D
Evans, McGuire Woods LLP, Kelly G Laudon, Lindquist & Vennum PLLP,
Mark A Jacobson, Lindquist & Vennum PLLP, T Richmond McPherson,
III, McGuire Woods LLP & William C Mayberry, Mcguire Woods LLP.

T.J. Financial, Inc., Defendant, represented by Erin Sindberg
Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP,
Jenny Gassman-Pines, Greene Espel PLLP, Philip R. Stein, Bilzin
Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg
Baena Price & Axelrod LLP.

Stearns Lending, LLC, Defendant, represented by Alan H Maclin,
Briggs & Morgan, PA, Daniel J Supalla, Briggs & Morgan, PA & Mark G
Schroeder, Briggs & Morgan, PA.

Terrace Mortgage Company, Defendant, represented by Aaron P M Tady,
Coles Barton LLP, C J Schoenwetter, Bowman & Brooke LLP, John D
Sear, Bowman & Brooke LLP, Thomas M Barton, Coles Barton LLP &
Rachelle A Velgersdyk, Bowman & Brooke LLP.

Gateway Bank, F.S.B., Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert
Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage
Law Group, P.C. & James W. Brody, American Mortgage Law Group.

Universal American Mortgage Company, LLC, Defendant, represented by
Enza G Boderone, Bilzin Sumberg Baena Price & Axelrod LLP, Erin
Sindberg Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene
Espel PLLP, Jenny Gassman-Pines, Greene Espel PLLP, Philip R.
Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona,
Bilzin Sumberg Baena Price & Axelrod LLP.

Wells Fargo Bank, N.A., Defendant, represented by Amy L Schwartz,
Lapp Libra Thomson Stoebner & Pusch, Chartered, Eric P Tuttle,
Munger, Tolles & Olson LLP, Gregory D Phillips, Munger, Tolles &
Olson, LLP, Marc T G Dworsky, Munger, Tolles & Olson, LLP, Michael
E Soloff, Munger, Tolles & Olson LLP, Richard C St John, Munger
Tolles & Olson, Richard T Thomson, Lapp Libra Thomson Stoebner &
Pusch, Chartered, Thomas Jacob, Wells Fargo Law Department & Todd J
Rosen, Munger Tolles & Olson LLP.

BMO Harris Bank, N.A., Defendant, represented by Amanda Raines
Lawrence, BuckleySandler LLP, Brett J Natarelli, BuckleySandler
LLP, Daniel J Supalla, Briggs & Morgan, PA, David A Schooler,
Briggs & Morgan, PA, Fredrick S Levin, BuckleySandler LLP,
Kristopher Knabe, BuckleySandler LLP & Richard E Gottlieb,
BuckleySandler LLP.

Wells Fargo Financial Retail Credit, Inc., Defendant, represented
by Eric P Tuttle, Munger, Tolles & Olson LLP, Gregory D Phillips,
Munger, Tolles & Olson, LLP, Kristopher Knabe, BuckleySandler LLP,
Marc T G Dworsky, Munger, Tolles & Olson, LLP, Michael E Soloff,
Munger, Tolles & Olson LLP, Richard C St John, Munger Tolles &
Olson, Richard T Thomson, Lapp Libra Thomson Stoebner & Pusch,
Chartered, Thomas Jacob, Wells Fargo Law Department, Todd J Rosen,
Munger Tolles & Olson LLP & Amy L Schwartz, Lapp Libra Thomson
Stoebner & Pusch, Chartered.

Standard Pacific Mortgage, Inc., Defendant, represented by Enza G
Boderone, Bilzin Sumberg Baena Price & Axelrod LLP, Erin Sindberg
Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP,
Jenny Gassman-Pines, Greene Espel PLLP, Philip R. Stein, Bilzin
Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg
Baena Price & Axelrod LLP.

National Bank of Kansas City, Defendant, represented by Nancy A
Temple, Katten & Temple LLP, Scott N Gilbert, Katten & Temple LLP &
Seth J S Leventhal, LEVENTHAL pllc.

iServe Residential Lending, LLC, Defendant, represented by Erin
Sindberg Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene
Espel PLLP, Jeanette M. Bazis, Greene Espel PLLP, Peter L Loh,
Gardere Wynne Sewell LLP & Randy D Gordon, Gardere Wynne Sewell
LLP.

Circle Mortgage Corp., Defendant, represented by Sharon Robin
Markowitz, Stinson Leonard Street LLP, Todd A Noteboom, Stinson
Leonard Street LLP, W Anders Folk, Stinson Leonard Street LLP &
Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA.

United Fidelity Funding Corp, Defendant, represented by Michael J
Steinlage, Larson King, LLP.

DB Structured Products, Inc., Defendant, represented by Danielle
Kantor, Simpson Thacher & Bartlett LLP, David J Woll, Simpson
Thacher & Bartlett LLP, Isaac M Rethy, Simpson Thacher & Bartlett
LLP, Jonathan Nussbaum, Simpson Thacher & Bartlett LLP, William A
McNab, Winthrop & Weinstine, PA & William T Russell, Jr, Simpson
Thacher & Bartlett LLP.

MortgageIT, Inc., Defendant, represented by David J Woll, Simpson
Thacher & Bartlett LLP, Isaac M Rethy, Simpson Thacher & Bartlett
LLP & William A McNab, Winthrop & Weinstine, PA.

CTX Mortgage Company, LLC, Defendant, represented by Benjamin E
Gurstelle, Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan,
PA. Pulte Homes, Inc., Defendant, represented by Benjamin E
Gurstelle, Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan,
PA. PulteGroup, Inc., Defendant, represented by Benjamin E
Gurstelle, Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan,
PA.

Home Loan Center, Inc., Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C. & James W. Brody, American
Mortgage Law Group.

Decision One Mortgage Company, LLC, Defendant, represented by Beth
A Stewart, Williams & Connolly LLP, Daniel J Millea, Zelle Hofmann
Voelbel & Mason LLP, Elizabeth V Kniffen, Zelle Hofmann Voelbel &
Mason LLP, Jesse T Smallwood, Williams & Connolly LLP, Matthew V
Johnson, Williams & Connolly LLP, Noorudin Mahmood Ahmad, Williams
& Connolly LLP & R. Hackney Wiegmann, Williams & Connolly LLP.

HSBC Finance Corporation, Defendant, represented by David J
Stagman, Katten Muchin Rosenman LLP, Gregory S Korman, Katten
Muchin Rosenman LLP, Nicole M Moen, Fredrikson & Byron, PA, Stuart
M Richter, Katten Muchin Rosenman LLP & Todd A Wind, Fredrikson &
Byron, PA.

E-Loan, Inc., Defendant, represented by Sharda R Kneen, Lindquist &
Vennum PLLP, Terrence J Fleming, Lindquist & Vennum PLLP & Brooke D
Anthony, Anthony Ostlund Baer & Louwagie PA.

Rescue Mortgage, Inc., Defendant, represented by Christopher R
Morris, Bassford Remele, PA, Daniel R Olson, Bassford Remele, PA,
Jeffrey D. Klobucar, Bassford Remele, PA & Mark D Covin, Bassford
Remele, PA.

RBC Mortgage Company, Defendant, represented by Amanda Raines
Lawrence, BuckleySandler LLP, Brian Wegrzyn, BuckleySandler LLP,
Daniel J Supalla, Briggs & Morgan, PA, David A Schooler, Briggs &
Morgan, PA & Matthew P Previn, BuckleySandler LLP.

CMG Mortgage, Inc, Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C. & James W. Brody, American
Mortgage Law Group.

Synovus Mortgage Corp., Defendant, represented by Brent D Hitson,
Burr & Forman LLP, Daniel J Supalla, Briggs & Morgan, PA, Mark G
Schroeder, Briggs & Morgan, PA & Victor L Hayslip, Burr & Forman
LLP.

Honor Bank, Defendant, represented by Garth G Gavenda, Anastasi
Jellum, PA, Lindsay W Cremona, Anastasi Jellum, P.A., Susan Jill
Rice, Alward Fisher Rice Rowe & Graf, PLC & T Christopher Stewart,
Anastasi Jellum, PA.

Primary Capital Advisors LLC, Defendant, represented by Daniel J
Supalla, Briggs & Morgan, PA, John O'Shea Sullivan, Burr & Forman
LLP, Mark G Schroeder, Briggs & Morgan, PA & Tala Amirfazli, Burr &
Forman LLP.
PHH Mortgage Corp., Defendant, represented by David T Schultz,
Maslon LLP, David M Souders, Weiner Brodsky Kider PC, Nicole E
Narotzky, Maslon LLP & Tessa K Somers, Weiner Brodsky Kider PC.

Global Advisory Group, Inc., Defendant, represented by Lance T
Bonner, Lindquist & Vennum PLLP.

Freedom Mortgage Corporation, Defendant, represented by Enza G
Boderone, Bilzin Sumberg Baena Price & Axelrod LLP, Erin Sindberg
Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP,
Jenny Gassman-Pines, Greene Espel PLLP & Philip R. Stein, Bilzin
Sumberg Baena Price & Axelrod LLP.

Monarch Bank, Defendant, represented by Beth A Jenson Prouty,
Bassford Remele, PA.

First Mariner Bank, Defendant, represented by Joel L Perrell, Jr.,
Miles & Stockbridge P.C., Michael E Blumenfeld, Miles &Stockbridge
P.C., Nicole M Moen, Fredrikson & Byron, PA, Timothy M Hurley,
Miles & Stockbridge P.C. & Todd A Wind, Fredrikson & Byron, PA.

Equifirst Corporation, Defendant, represented by Jennifer L Olson,
Stinson Leonard Street LLP, Joshua J Fritsch, Sullivan & Cromwell
LLP & Todd A Noteboom, Stinson Leonard Street LLP.

EFC Holdings Corporation, Defendant, represented by Jennifer L
Olson, Stinson Leonard Street LLP, Joshua J Fritsch, Sullivan &
Cromwell LLP & Todd A Noteboom, Stinson Leonard Street LLP.

Sierra Pacific Mortgage Company, Inc., Counter Claimant,
represented by Navdeep Singh, Jenkins Kayayan LLP.


SABLE NATURAL: Posts $2.1 Million Net Loss in First Quarter
-----------------------------------------------------------
Sable Natural Resources Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.06 million on $261,000 of total revenues for the
three months ended March 31, 2015, compared to a net loss of
$441,000 on $76,500 of total revenues for the same period last
year.

As of March 31, 2015, the Company had $18.6 million in total
assets, $20.57 million in total liabilities, $3.72 million in
mezzanine equity, and a $5.69 million total stockholders' deficit.

"We cannot be certain that our existing sources of cash will be
adequate to meet our liquidity requirements, including cash
requirements that may be due under existing debt obligations as
well as amounts due to our vendors in the normal course of
business.  For the three months ended March 31, 2015, we incurred a
net loss of $2,067,355, and have an accumulated deficit totaling
$25,874,853, all of which casts substantial doubt about the
Company's ability to continue as a going concern.  The Company's
ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain
the necessary financing from shareholders or other sources to meet
its obligations and repay its liabilities arising from normal
business operations when they come due.

We intend to seek substantial sources of liquidity.  In addition,
management has implemented plans to improve liquidity through cash
flows generated from development of new business initiatives within
the oil & gas industry and improvements to results from existing
operations.  There can be no assurance that we will be successful
with our plans or that our results of operations will materially
improve in either the short-term or long-term and accordingly, we
may be unable to meet our obligations as they become due," the
Company states in the report.

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

                        http://is.gd/SXsCrk

                        About Sable Natural

Sable Natural Resources Corporation is an energy holding company
with principal operations centralized in its wholly-owned
subsidiary, Sable Operating Company, Inc.  Sable was formerly known
as NYTEX Energy Holdings, Inc. and Sable Operating was formerly
known as NYTEX Petroleum Inc.  Sable Operating is a development
stage exploration and production company engaged in the
acquisition, development, and production of liquids rich natural
gas and oil reserves from low-risk, high rate-of-return wells in
the Fort Worth Basin of Texas.  On Dec. 31, 2014, the Company's
estimated proved reserves were 669.12 MBOE, of which 100% were
proved developed. Our portfolio of proved developed natural gas and
oil reserves is weighted in favor of liquids rich natural gas, with
the Company's proved reserves consisting of 15% oil, 38% natural
gas liquids and 47% natural gas.  Also, on
Dec. 31, 2014, the Company's probable reserves were 565 MBOE
consisting of 17% oil, 2% NGL, and 81% natural gas, and the
Company's possible reserves were 1,231 MBOE consisting of 19% oil,
2% NGL, and 79% natural gas.

Sable Natural reported a net loss of $4.62 million on $912,000 of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $2.67 million on $930,000 of total revenues for the
year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had cash and cash equivalents
totaling $206,000 on hand.

Whitley Penn 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 will need additional
working capital to fund operations.  This condition raises
substantial doubt about the Company's ability to continue as a
going concern.


SANCHEZ ENERGY: Moody's Alters Outlook to Stable, Affirms B2 CFR
----------------------------------------------------------------
Moody's Investors Service revised Sanchez Energy Corporation's
rating outlook to stable from positive and concurrently affirmed
the company's B2 Corporate Family Rating, B2-PD Probability of
Default Rating and B3 senior unsecured notes rating. Moody's also
changed the Speculative Grade Liquidity Rating to SGL-2 from SGL-3
indicating good liquidity.

"Low commodity prices and the high likelihood of an extended
cyclical downturn will delay the production and reserves growth and
deleveraging of Sanchez's business that were previously anticipated
to support a higher rating," said Sajjad Alam, Moody's AVP-Analyst.
"We expect cash margins and liquidity to decline into 2016 despite
a roughly 50% year-on-year reduction in capital expenditures and
the company's efforts to maintain production somewhat flat near the
45,000 boe/day level."

Issuer: Sanchez Energy Corporation

Ratings Affirmed:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2-PD

  -- Senior Unsecured Rating, B3

Ratings Changed:

  -- Speculative Grade Liquidity Rating, Changed to SGL-2

Outlook Action

  -- Changed Outlook to Stable from Positive

Sanchez has good liquidity, which will support the B2 CFR through
mid-2016 and is reflected in the SGL-2 rating. The company plans to
complete 88 net wells in 2015 spending $600-$650 million (including
drilling, midstream and leasing expenditures). Oilfield services
costs are still coming down, so the company could ultimately drill
more wells with the same amount of budgeted capital. As of March
31, 2015, Sanchez had $345 million of balance sheet cash and full
availability under its $300 million revolving credit facility,
which matures on June 30, 2019. Moody's expect $350-$400 million of
EBITDA in 2015 backed by the company's significant hedge book. The
revolver borrowing base was set at $550 million during the 2015
spring re-determination process, so the elected commitment amount
could be raised by $250 million if necessary. Sanchez replaced the
previous credit facility financial covenants with more flexible
ones in March 2015 that will allow greater compliance cushion
through 2016.

The B2 CFR reflects Sanchez's early stage and concentrated upstream
operations in the Eagle Ford Shale, high leverage relative to cash
flow and proved developed (PD) reserves, and acquisition driven
growth strategy that heightens funding and execution risks. The
rating also considers the company's significant capital spending
program that is needed to maintain production, develop reserves and
meet drilling commitments. The CFR is supported by Sanchez's
substantial drilling inventory in one of the largest unconventional
resource plays in the US, liquids-rich reserves, significant hedge
position, good liquidity and improving operational performance
notwithstanding its relatively short operating history.

The $1.75 billion senior unsecured notes are rated B3, one notch
below the B2 CFR given the superior position of the $300 million
borrowing base revolving credit facility in the capital structure
that has a first-priority claim to Sanchez's assets. While based on
current revolver commitments the notes rating come out at B2 under
Moody's Loss Given Default Methodology, Moody's believe a B3 rating
is more appropriate given the expectation of future increases to
the borrowing base and commitment amounts.

The stable outlook reflects the expectation that Sanchez will
manage its 2015 capital program with cash flow and balance sheet
cash, without drawing on the revolver. Moody's could consider an
upgrade if Sanchez can maintain production in excess of 40,000
boe/day with a retained cash flow to debt ratio above 25% and a
debt to average daily production ratio below $35,000 per boe on a
sustained basis. A material increase in leverage will likely
trigger a negative rating action; more specifically, if the
retained cash flow to debt ratio remains below 10% or the debt to
average daily production ratio rises above $45,000 per boe, the
ratings could be downgraded. Accelerated capital spending leading
to weak liquidity could also prompt a downgrade.

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.

Sanchez Energy Corporation is an independent oil and gas
exploration and production company focused on the Eagle Ford Shale
in South Texas.


SCRIPT RELIEF: S&P Withdraws 'B+' Rating on $205MM Sr. Sec. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' issue-level
rating and '3' recovery rating on Script Relief LLC's proposed $205
million senior secured term loan.  The rating action follows news
that Script Relief intends to delay placement of this debt until
after partial owner Catamaran Corp. is acquired by UnitedHealth
Group Inc. later this year.

S&P's corporate credit rating on Script Relief remains 'B+' with a
stable outlook.  The corporate credit rating continues to reflect
S&P's belief that Script Relief is narrowly focused as a provider
of drug discount cards, it operates in a fragmented and competitive
marketplace, and it has only a three-year operating history.
Collectively, these factors support S&P's assessment of a "weak"
business risk profile.

S&P's ratings also reflect its expectation that Script Relief will
ultimately issue the proposed term loan, and that leverage over
time will average between 2x and 4x, with funds from operations to
total debt in the mid- to high-20% range.  This is consistent with
an "intermediate" financial risk profile.  At this time, the
ratings do not benefit from the expectation that UnitedHealth will
ultimately be the company's minority owner, in part because Script
Relief will be a very small component of UnitedHealth's total
business and S&P is uncertain as to the future parent's ultimate
commitment to the business.

RATINGS LIST

Script Relief LLC
Corporate Credit Rating          B+/Stable/--

Rating Withdrawn
                                  To                   From
Script Relief LLC
$205 Mil. Senior Secured
  Term Loan                       NR                   B+
   Recovery Rating                NR                   3H



SMS PROMOTIONS: 50 Cent's Boxing Promotion Co. Files for Bankruptcy
-------------------------------------------------------------------
Rapper 50 Cent placed his boxing promotion company, SMS Promotions,
LLC, in bankruptcy on May 26 in U.S. Bankruptcy Court in Hartford,
Connecticut.

According to Melanie Cohen, writing for The Wall Street Journal,
the rapper placed the company in bankruptcy to dodge a suit filed
by Rick Ross's ex-girlfriend, who claimed he violated her privacy
by posting a sex tape featuring her and Ross online.  The Journal
related that 10 minutes before the trial was set to start on May
26, Lastonia Leviston's lawyers got an email notifying them of the
bankruptcy filing.


SNOWFLAKE COMMUNITY: Seeks to Employ Lewis Roca as Ch. 11 Counsel
-----------------------------------------------------------------
Snowflake Community Foundation seeks authority from the U.S.
Bankruptcy Court for the District of Arizona to employ Lewis Roca
Rothgerber LLP as attorneys.

The professional services that LRR may render include:

   (a) giving the Foundation legal advice with respect to the
       powers and duties in the continued operation and management
       of its property;

   (b) to take necessary action to recover certain property and
       money owed to the Foundation;

   (c) to represent the Foundation in litigation;

   (d) to prepare, on behalf of the Foundation, all necessary
       applications, answers, complaints, orders, reports,
       disclosure statement, plan of reorganization, motions and
       other legal documents; and

   (e) to perform all other legal services that the Foundation
       deems necessary.

The hourly rates for the services of the LRR attorneys and staff
who may work on the case are as follows:

      Robert M. Charles, Jr., Esq.        $510
      Justin J. Henderson, Esq.           $375

In addition, LRR will seek reimbursement in full for all reasonably
incurred expenses.

The Debtor assures 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.

LRR may be reached at:

         Robert M. Charles, Jr., Esq.
         Justin J. Henderson, Esq.
         LEWIS ROCA ROTHGERBER LLP
         201 East Washington Street
         Suite 1200
         Phoenix, AZ 85004
         Tel: 602.262.5311
         Fax: 602.262.5747
         Email: RCharles@LRRLaw.com
                JHenderson@LRRLaw.com

                     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.


SPANISH BROADCASTING: PlusTick Holds 5.7% of Class A Shares
-----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, PlusTick Management LLC and Thomas J. Hill disclosed
that as of May 1, 2015, they beneficially own 236,144 shares of
Class A common stock, par value $0.0001 per share, of Spanish
Broadcasting System, Inc., which represents 5.7 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/hdoYsF

System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss of $20.0 million on $146
million of net revenue for the year ended Dec. 31, 2014, compared
with a net loss of $88.6 million on $154 million of net revenue in
2013.

As of March 31, 2015, the Company had $457 million in total assets,
$540 million in total liabilities and a $82.8 million total
stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPENDSMART NETWORKS: Sells 1 Unit to Accredited Investor
--------------------------------------------------------
SpendSmart Networks, Inc., closed on a private offering and issued
and sold one unit to an accredited investor with each such Unit
consisting of a 9% Convertible Promissory Note with the principal
face value of $50,000 and a warrant to purchase 66,667 shares of
the Company's common stock, according to a Form 8-K filed with the
Securities and Exchange Commission.

The Company also agreed to provide piggy-back registration rights
to the holder of the Unit.  The Note has a term of 12 months, pays
interest semi-annually at 9% per annum and can be voluntarily
converted by the holder into shares of common stock at an exercise
price of $0.75 per share, subject to adjustments for stock
dividends, splits, combinations and similar events.  In addition,
if the Company issues or sells common stock at a price below the
conversion price then in effect, the conversion price of the Notes
will be adjusted downward to that price but in no event shall the
conversion price be reduced to a price less than $0.50 per share.
The Warrants have an exercise price of $0.75 per share and have a
term of five years.  The holders of the Warrants may exercise the
Warrants on a cashless basis for as long as the shares of common
stock underlying the Warrants are not registered on an effective
registration statement.  The Company plans to use net proceeds from
the sale of the Units for general working capital.

The Units were offered and sold without registration under the
Securities Act of 1933, as amended in reliance on the exemptions
provided by Section 4(a)(2) of the Securities Act and Regulation D
promulgated thereunder.  The Company raised gross proceeds of
$50,000 and issued warrants to acquire 66,667 shares of common
stock.

                     About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $10.1 million in total
assets, $2.91 million in total liabilities, and $7.18 million in
total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation.  These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern,
according to the regulatory filing.


STEVEN SANN: Judge Converts Bankruptcy Case to Chapter 7
--------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher, in his April 29, 2015
Memorandum of Decision, in the case docketed as In re STEVEN
VINCENT SANN, Debtor, CASE NO. 14-61370-11, decided that the
conversion of the Chapter 11 Bankruptcy Case to a case under
Chapter 7 was in the best interests of both the creditors and the
estate.

Judge Kirscher concluded that: (1) the Court has jurisdiction of
the Chapter 11 Bankruptcy Case under 28 U.S.C. Section 1334(a); (2)
the U.S. Trustee's motion to dismiss or convert is a core
proceeding under 28 U.S.C. Section 157(b)(2); (3) cause exists
under 11 U.S.C. Sections 1112(b)(1) & (b)(4)(A), (B), (F), and (J)
to dismiss or convert this case to a case under Chapter 7 of the
Bankruptcy Code; (4) conversion of the case to Chapter 7 is in the
best interests of creditors and the estate; and (5) no unusual
circumstances are shown by the evidence, which establish that
converting the case is not in the best interests of creditors and
the estate.

A copy of Judge Kirscher's Memorandum of Decision is available at
http://is.gd/cV0fZcfrom Leagle.com.  


SUN BANCORP: Stockholders Elect 11 Directors to Board
-----------------------------------------------------
Sun Bancorp, Inc. held its annual meeting of shareholders on
May 21, 2015, at which the shareholders:

   (a) elected Jeffrey S. Brown, Sidney R. Brown, Anthony R.
       Coscia, Clay Creasey, Jr., Peter Galetto, Jr., Eli Kramer,
       William J. Marino, Philip A. Norcross, Thomas M. O'Brien,
       Wilbur L. Ross, Jr. and Keith Stock as directors to serve
       for a one-year terms expiring at the annual meeting of
       shareholders to be held in 2016, or until their successors
       will have been duly elected and qualified;

   (b) approved the Company's 2015 Omnibus Stock Incentive Plan;
       and

   (c) ratified the appointment of Deloitte & Touche LLP as the
       independent registered public accounting firm of the
       Company for the fiscal year ending Dec. 31, 2015

                       About Sun Bancorp. Inc.

Sun Bancorp, Inc.is a $2.72 billion asset bank holding company
headquartered in Mount Laurel, New Jersey.  Its primary subsidiary
is Sun National Bank, a community bank serving customers throughout
New Jersey. Sun National Bank -- http://www.sunnationalbank.com/--
is an Equal Housing Lender and its deposits are insured up to the
legal maximum by the Federal Deposit Insurance Corporation (FDIC).

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders of
$29.8 million in 2014, a net loss available to common shareholders
of $9.94 million in 2013, and a net loss available to common
shareholders of $50.49 million in 2012.

As of March 31, 2015, the Company had $2.43 billion in total
assets, $2.18 billion in total liabilities and $249 million in
total shareholders' equity.


SUN BANCORP: To Issue 1.4 Million Shares Under Incentive Plan
-------------------------------------------------------------
Sun Bancorp, Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission to register 1,400,000 shares of
common stock issuable under the Company's 2015 Omnibus Stock
Incentive Plan.  The proposed maximum aggregate offering price is
$26.9 million.  A full-text copy of the prospectus is available for
free at http://is.gd/jLZVR2

                      About Sun Bancorp. Inc.

Sun Bancorp, Inc.is a bank holding company headquartered in Mount
Laurel, New Jersey.  Its primary subsidiary is Sun National Bank, a
community bank serving customers throughout New Jersey. Sun
National Bank -- http://www.sunnationalbank.com/-- is an Equal
Housing Lender and its deposits are insured up to the legal maximum
by the Federal Deposit Insurance Corporation (FDIC).

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders of
$29.8 million in 2014, a net loss available to common shareholders
of $9.94 million in 2013, and a net loss available to common
shareholders of $50.49 million in 2012.

As of March 31, 2015, the Company had $2.43 billion in total
assets, $2.18 billion in total liabilities and $249 million in
total shareholders' equity.


TEMPLE UNIVERSITY: Fitch Affirms 'BB+' Rating on 2 Notes
--------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' rating on these series of
bonds issued by the Hospital and Higher Education Facilities
Authority of Philadelphia on behalf of Temple University Health
System (TUHS):

   -- $308.3 million series 2012A and B;
   -- $208.3 million series 2007 A and B.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross revenues of the
obligated group, mortgages on certain properties of the obligated
group, and a debt service reserve fund.  The obligated group
represented approximately 94% of the assets and 100% of the
revenues of the consolidated system in fiscal 2014.  Fitch reports
on the performance of the consolidated system.

KEY RATING DRIVERS

IMPROVING OPERATING PERFORMANCE TREND: TUHS ended fiscal 2014
(year-end June 30) with an operating loss of $15.8 million,
exceeding the budgeted loss of $10 million, but better than the
$24.8 million operating loss in the prior year.  The improving
trend continued through the nine-month interim period ended March
31, 2015, with the system recording an operating loss of $7.2
million, a significant, $35 million year-over-year improvement, and
management expects to end the 2015 fiscal year with a close to
breakeven performance, projecting a small $1.2 million loss from
operations.

ESSENTIALITY OF INSTITUTION AND DEPENDENCE ON SUPPLEMENTAL
PAYMENTS: TUHS's flagship facility - TUH - serves both as a
provider of high-end specialty services and as a de facto safety
net hospital for North Philadelphia.  As such, its continued
viability is of critical importance to the greater Philadelphia
market, which has been reflected in the significant support the
institution has been receiving in the form of supplementary
revenues, which in fiscal 2015 are expected to remain significant
and level with the prior year.

LOWER VOLUMES, HIGHER ACUITY: While overall volumes have declined
reflecting the general decreasing volume trend in the greater
Philadelphia market, a major driver for the improved operating
performance, in addition to better results at Jeanes and Fox-Chase
division, was the system's ability to attract higher acuity, more
highly reimbursed cases.  TUH's case mix index was 1.98 in March
2015, as compared to 1.77 in March of last year and the system has
actually increased its share of the high-end cases to 6% from 4.9%
since 2011.

MODEST LIQUIDITY: Unrestricted liquidity has remained essentially
unchanged since 2013 year end.  TUHS reported $352.3 million of
unrestricted cash and investments at March 31, 2015, translating to
90 days cash on hand (DCOH), cushion ratio of 9.1x and cash equal
to 66% of debt.  Liquidity metrics are slightly higher than Fitch's
NIG medians, but still materially lag the 'BBB' medians of 145
DCOH, 10.5x cushion ratio and 93.6% cash to debt.

SLIM COVERAGE: The system's coverage of maximum annual debt service
(MADS) of $38.9 million by EBITDA was 2x in fiscal 2014 and through
the 2015 interim period.  Offsetting the relatively weak coverage
is the system's manageable leverage of MADS equal 2.8% of revenues,
an all fixed rate debt structure and no swap exposure.  The
obligated group reported a higher 2.8x coverage of annual debt
service in fiscal 2014.

RATING SENSITIVITIES

NEED TO MAINTAIN OPERATING IMPROVEMENT: Fitch expects Temple
University Health System to maintain the improved operating
performance, as reflected in the interim 2015 results.  A return to
the investment grade rating category would require sustained
operating improvements, leading to strengthened coverage and
balance sheet metrics.

CREDIT PROFILE

TUHS is a Philadelphia based health care system, whose flagship is
TUH, a 721-bed teaching hospital located on the campus of Temple
University in North Philadelphia, which also includes the Temple
University School of Medicine, as well as other research and
educational facilities.  TUHS also owns and operates Jeanes
Hospital (Jeanes), a 176-licensed bed community hospital located in
a residential area in Northeast Philadelphia and the adjoining
98-bed American Oncologic Hospital d/b/a Fox Chase Cancer Center
(Fox Chase), one of only 41 National Cancer Institute designated
Comprehensive Cancer Centers in the nation.  TUHS reported
$1.4 billion revenues in fiscal 2014.

IMPROVING OPERATING PERFORMANCE TREND

Operations improved in fiscal 2014, with TUHS recording a $15.8
million operating loss, equal to a negative 1.1% operating margin
and a 4.6% operating EBITDA margin compared to an operating loss of
$24.8 million in fiscal 2013 (negative 1.8% operating margin, 3.9%
operating EBITDA margin).  The improvement was even more
significant through the third quarter of the current fiscal year
ended March 31, 2015 with operating loss of $7.2 million versus a
budgeted loss of $15.5 million, and compared to a significantly
larger $42 million loss for the same period last year.  A truly
meaningful comparison of the two interim periods is not possible
given the lumpy flow of supplemental payments, but the third
quarter 2015 supplemental payments are on track as budgeted.
Regardless, operations are well ahead in this fiscal year.

The improved performance had several components including a rather
significant turnaround at the Fox-Chase and Jeanes divisions.  The
Fox-Chase improvement included both more robust outpatient volumes
as management continued to recruit physicians and develop programs,
including launching the Access Service, which offers new patients a
guaranteed next-business-day appointment with the relevant
specialist, as well as expense management and revenue cycle
improvement and better managed care contracts.  Jeanes results also
improved materially from a focus on cost reductions and improved
physician relations under a new CEO, who also serves as the head of
Temple Physicians Inc.  While the improvement at Fox-Chase is
sustainable, management will have to find a more optimal operating
platform for Jeanes, whose operations will need to be more closely
integrated into one of TUHS's system components.

Profitability improvement was somewhat hampered by lower results at
TUH compared to the prior year, which saw a reduced level of
University support (as expected), increased pharma expenses, while
carrying a higher portion of IT implementation costs.  Management
expects more robust results for TUH in the coming year, as it
continues to generate revenues from the higher volume of high
acuity patients, while better managing the expense side of the
operation.

LOWER VOLUMES, HIGHER ACUITY

The Philadelphia market has seen a continuing decline in inpatient
volumes, but the decline for TUHS has been lower than the market in
general.  TUHS's discharges were 3.4% lower in 2014 and 2.3% lower
through the 2015 interim period.  However, TUHS has been able to
garner a higher market share of the better reimbursed high acuity
cases, which increased to 6% from 4.9% four years ago. Between 2011
and 2015 (annualized based on nine months), TUH had a 15.9%
increase in high acuity cases, and most notably, that increase came
from referrals outside of the PSA.  TUH's transplant program
increased 38% in 2014 and a further 27% through the third quarter
of 2015.

ESSENTIALITY OF INSTITUTION

The need for supplementary payments is essential to address the
organization's position as a 'safety net provider' to inner city
Philadelphia.  Management has historically worked closely with the
Commonwealth of Pennsylvania (Commonwealth) and the critically
needed supplemental payments received in this fiscal year are
expected to be level with the prior year.  TUHS management was
requested by the new Commonwealth administration to come up with a
proposal, which would help to permanently stabilize the
supplemental support, replacing the need for protracted annual
negotiations.  The proposal would have TUH serve as the anchor for
the plan to address the needs of the North Philadelphia indigent
and underinsured population that is the major determinant of the
level of the supplemental funding it receives; TUHS's payor mix
includes close to 46% of revenues from Medicaid.

DEBT PROFILE

TUHS had $533.9 million of long-term debt in fiscal 2014, all of
which is fixed rate and the system has no swaps.  Coverage of MADS
of $38.9 million was 2.0x in fiscal 2014, as well as through the
third quarter of 2015 and MADS is a manageable 2.8% of revenues,
which is lighter than Fitch's NIG median of 4%. Fitch's calculation
of TUHS's metrics exclude the non-preferred appropriations ($6.4
million), for which TUHS only serves as a conduit for Temple
University.



TOPS HOLDING: Commences Tender Offer of $460M 8.875% Notes
----------------------------------------------------------
Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation
have commenced a cash tender offer for any and all of their $460
million outstanding aggregate principal amount of 8.875% senior
secured notes due 2017 (CUSIP No. 89078W AD1).

In connection with the Offer, the Issuers are soliciting consents
to proposed amendments to the indenture and related collateral
documents governing the Notes that would (i) eliminate most of the
restrictive covenants and eliminate certain events of default; and
(ii) release all of the collateral securing the obligations under
the Notes.  Consents in respect of at least a majority in aggregate
principal amount of the outstanding Notes are required to approve
the Proposed Amendments and consents in respect of at least 75% in
aggregate principal amount of the outstanding Notes are required to
approve the Collateral Release.

The Offer will expire at 11:59 p.m., New York City time, on
June 22, 2015, unless extended or earlier terminated.

The total consideration for each $1,000 principal amount of the
Notes validly tendered at or before 5:00 p.m. New York City time,
on June 8, 2015, and accepted for purchase will be $1,049.38 per
$1,000 principal amount of Notes, which includes a payment of
$30.00 per $1,000 principal amount of Notes tendered.

Holders who validly tender, and do not validly withdraw, their
Notes and thereby provide their consents to the Proposed Amendments
and Release at or before the Consent Expiration and whose Notes are
accepted for purchase, will be eligible to receive the Total
Consideration.  Holders who validly tender, and do not validly
withdraw, their Notes after the Consent Expiration, but at or
before the Expiration Time and whose Notes are accepted for
purchase, will be eligible to receive the Total Consideration less
the Consent Payment.  In addition, holders whose Notes are
purchased in the Offer will receive accrued and unpaid interest
from the last interest payment date on their purchased Notes up to,
but not including, the applicable settlement date.

The Issuers currently expect the settlement date for Notes tendered
before the Consent Expiration to be on or about June 9, 2015.

Holders are required to consent to the Proposed Amendments and
Release in order to tender their Notes, and are not permitted to
validly revoke a consent without validly withdrawing the previously
tendered Notes to which the consent relates.  Notes tendered can
only be withdrawn, and related consents revoked, until 5:00 p.m.,
New York City time, on June 8, 2015, unless extended, except in
certain limited circumstances where additional withdrawal rights
are required by law.  Any extension, termination or amendment of
the Offer will be followed as promptly as practicable by a public
announcement thereof.

The Offer is subject to the satisfaction or waiver of certain
conditions including: (1) consummation of a capital markets debt
financing raising proceeds in an amount sufficient to fund a
portion of the tender offer and related payments, (2) receipt of
the consents necessary for the Proposed Amendments and Release and
(3) certain other customary conditions.  The Offer is not
conditioned on the completion of the concurrent tender offer by
Tops Holding Corp II for its 8.75% /9.500% Senior Notes due 2018.

The complete terms and conditions of the Offer and the related
consent solicitation are described in the Offer to Purchase and
Consent Solicitation Statement dated May 26, 2015, copies of which
may be obtained from D.F. King & Co., Inc., the depositary and
information agent for the Offer, at (866) 864-7964 (U.S. toll free)
or, for banks and brokers, at (212) 269-5550.

The Issuers have engaged BofA Merrill Lynch to act as the exclusive
dealer manager and solicitation agent in connection with the tender
offer and consent solicitation. Questions regarding the terms of
the tender offer and consent solicitation may be directed to BofA
Merrill Lynch at (888) 292-0070 (U.S. toll free) and 980 387 2113
(collect).

None of the Issuers, the dealer manager and solicitation agent or
the depositary and information agent or their respective affiliates
is making any recommendation as to whether or not holders should
tender all or any portion of their Notes in the tender offer or
deliver their consent to the Proposed Amendments and Release.

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on May 10, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on the
Buffalo, N.Y.-based Tops Holding Corp. to 'B' from 'B+'.  "The
ratings on Tops reflect our view of the company's financial
risk profile as "highly leveraged", and we base our assessment on
our forecast of credit ratios, which incorporate the increased
debt, moderate profit growth, and some improvement in credit
ratios in the next year," said credit analyst Charles Pinson-Rose.


TOPS HOLDING: Commences Tender Offer of $50M Notes Due 2018
-----------------------------------------------------------
Tops Holding II Corporation announced that it has commenced a cash
tender offer for up to $50 million of its $150 million aggregate
principal amount of outstanding 8.750%/9.500% senior notes due
2018.

The Offer is scheduled to expire at 11:59 p.m., New York City time,
on June 22, 2015, unless extended or earlier terminated.

The total consideration for each $1,000 principal amount of the
Notes validly tendered at or before 5:00 p.m. New York City time,
on June 8, 2015, and accepted for purchase will be $1,020.00 per
$1,000 principal amount of Notes, which includes a payment of
$30.00 per $1,000 principal amount of Notes tendered.

Holders who validly tender, and do not validly withdraw, their
Notes at or before the Early Tender Date and whose Notes are
accepted for purchase, will be eligible to receive the Total
Consideration.  Holders who validly tender, and do not validly
withdraw, their Notes after the Early Tender Date, but at or before
the Expiration Time, and whose Notes are accepted for purchase will
be eligible to receive the Total Consideration less the Early
Tender Premium.  In addition, holders whose Notes are purchased in
the Offer will receive accrued and unpaid interest from the last
interest payment date on their purchased Notes up to, but not
including, the applicable settlement date.

The Issuer currently expects the settlement date for Notes tendered
before the Early Tender Date to be on or about June 9, 2015.
Tendered Notes may be withdrawn at or before 5:00 p.m., New York
City time, on June 8, 2015, but not thereafter, except under
limited circumstances.  Any extension, termination or amendment of
the Offer will be followed as promptly as practicable by a public
announcement thereof.

The Offer is subject to the satisfaction or waiver of certain
conditions including: (1) consummation of a capital markets debt
financing raising proceeds in an amount sufficient to fund a
portion of the Offer and related payments, and (2) certain other
customary conditions.  The Offer is not conditioned on the
completion of the concurrent offer to purchase by Tops Holding LLC,
Tops Markets, LLC and Tops Markets II Corporation for their 8.875%
Senior Secured Notes due 2017.

If more than the Maximum Tender Amount of Notes are validly
tendered, and Notes are accepted for purchase, the amount of Notes
that will be purchased will be prorated as described in the Offer
to Purchase dated May 26, 2015.  If, at the Early Tender Date, the
aggregate principal amount of Notes tendered equals or exceeds the
Maximum Tender Amount, the Issue does not expect to accept for
purchase any Notes tendered after the Early Tender Date.  If, at
the Early Tender Date, the aggregate principal amount of Notes
validly tendered is less than the Maximum Tender Amount, the Issuer
expects to accept for purchase all Notes validly tendered before
the Early Tender Date, and only Notes validly tendered after the
Early Tender Date and before the Expiration Time will be subject to
possible proration.  The Issuer reserves the right, but is not
obligated, to increase the Maximum Tender Amount in its sole
discretion.

The complete terms and conditions of the Offer are described in the
Offer to Purchase dated May 26, 2015, copies of which may be
obtained from D.F. King & Co., Inc., the depositary and information
agent for the Offer, at (866) 864-7964 (U.S. toll free) or, for
banks and brokers, at (212) 269-5550.

The Issuer has engaged BofA Merrill Lynch to act as the exclusive
dealer manager in connection with the Offer.  Questions regarding
the terms of the Offer may be directed to BofA Merrill Lynch, at
(888) 292-0070 (U.S. toll free) and (980) 387-2113 (collect).

                         About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on May 10, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on the
Buffalo, N.Y.-based Tops Holding Corp. to 'B' from 'B+'.  "The
ratings on Tops reflect our view of the company's financial
risk profile as "highly leveraged", and we base our assessment on
our forecast of credit ratios, which incorporate the increased
debt, moderate profit growth, and some improvement in credit
ratios in the next year," said credit analyst Charles Pinson-Rose.


TOPS HOLDING: Moody's Rates New $550MM Sr. Secured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Tops Holding
LLC's (previously known as Tops Holding Corporation, "Tops")
proposed new $550 million senior secured notes due 2022.
Additionally, Moody's changed the ratings outlook for Tops Holding
II Corporation ("HoldCo") to stable from negative and affirmed the
company's B3 corporate family rating and the B3-PD probability of
default rating. Moody's also affirmed the Caa2 rating of the
company's existing $150 million senior unsecured HoldCo notes.
Proceeds from the new senior secured notes will be used to
refinance the existing senior secured notes at Tops Holding LLC and
to partially redeem the Holdco Notes.

"Although credit metrics are still weak with Debt/EBITDA at around
7.0 times, the company has made progress towards improving metrics
through increased profitability", Moody's Senior Analyst Mickey
Chadha said. "The ratings incorporate our expectation that
financial leverage will approach 6.5 times in the next 12-18
months", Chadha further stated.

The B3 Corporate Family Rating reflects the company's weak credit
metrics, its modest size relative to competitors, and regional
concentration. The ratings incorporate Moody's expectation that
financial leverage and interest coverage will demonstrate
improvement towards 6.5 times and 1.1 times respectively over the
next 12-18 months as the company's new contract with C&S, planned
headcount reductions, sale of underperforming pharmacy scripts,
lower interest rate burden and improving top line result in
improved EBITDA. The rating is supported by Tops' relatively stable
operating performance in a challenging business and competitive
environment, its good market presence in the regions in which it
operates and its good liquidity.

The following ratings are affirmed:

Tops Holding II Corporation

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3-PD

  -- $150 million senior unsecured notes due 2018 at Caa2 ( LGD6)

Tops Holding LLC

The following ratings are affirmed and will be withdrawn upon
closing:

  -- $460 million senior secured notes due 2017 at B3 (LGD3)

The following ratings are assigned:

  -- Proposed new $550 million senior secured notes due 2022 at
     B3 (LGD3)

The rating outlook is stable and reflects Moody's expectation that
the company's same store sales growth will demonstrate improving
trends, liquidity will not deteriorate and credit metrics will
continue to improve.

Given Tops' high financial leverage, a rating upgrade is not
expected in the near-to-intermediate term. Over time a rating
upgrade would require positive same store sales, a material
improvement in credit metrics and a commitment to more conservative
financial policies. Ratings could rise if Tops demonstrates
sustained Moody's adjusted EBITA to interest above 1.75 times and
sustained Moody's adjusted debt/EBITDA below 6.0 times while
maintaining good liquidity.

Ratings could be downgraded if same store sales and profitability
demonstrate a declining trend, the company fails to make material
progress to reduce financial leverage towards 6.5 times and
EBITA/Interest towards 1.25 times, or liquidity materially
deteriorates.

The principal methodology used in rating Tops 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.

Tops Holding LLC is the parent of Tops Markets, LLC., a supermarket
retailer in Upstate New York, Northern Pennsylvania and Vermont. As
of May 17, 2015, the company operated 160 full-service
supermarkets, 159 under the Tops banner and one under the Orchard
Fresh banner, with an additional five supermarkets operated by
franchisees under the Tops banner.


TOPS HOLDING: Plans to Offer $550 Million Senior Notes Due 2022
---------------------------------------------------------------
Tops Holding LLC and Tops Markets II Corporation intend to offer
approximately $550 million in aggregate principal amount of senior
secured notes due 2022.  The net proceeds from this offering,
together with cash on hand and borrowings under the Company's asset
based revolving credit facility are expected to be used to
repurchase any and all of the Issuers' and Tops Markets, LLC's
existing $460 million senior secured notes due 2017 and up to $50
million of Tops Holding II Corporation's senior notes due 2018
tendered pursuant to the previously announced tender offers by the
Issuers and Tops Holding II Corporation.

The Senior Secured Notes have not and will not be registered under
the Securities Act of 1933, as amended, or applicable state
securities laws and may not be offered or sold in the United States
absent registration under the Act, such state securities laws or
applicable exemptions from the registration requirements under the
Act or such state securities laws.  The Issuers will make the
offering pursuant to certain exemptions from registration under the
Securities Act.  The initial purchasers of the Senior Secured Notes
will offer the Senior Secured Notes only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act, or
outside the United States to certain persons in reliance on
Regulation S under the Securities Act.

                         About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on May 10, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on the
Buffalo, N.Y.-based Tops Holding Corp. to 'B' from 'B+'.  "The
ratings on Tops reflect our view of the company's financial
risk profile as "highly leveraged", and we base our assessment on
our forecast of credit ratios, which incorporate the increased
debt, moderate profit growth, and some improvement in credit
ratios in the next year," said credit analyst Charles Pinson-Rose.


TOPS HOLDING: S&P Affirms 'B' CCR, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on the Williamsville, N.Y.-based Tops Holding LLC and
its parent Tops Holding II Corp.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the new
$550 million senior secured notes due in 2022.  The issue-level
rating is commensurate with a recovery rating of '4', indicating
S&P's expectation for recovery toward the high end of the average
(30% to 50%) category.

S&P affirmed its 'CCC+' issue-level rating on Tops II Holding
Corp.'s unsecured notes estimated at $100 million following pay
down of $50 million as part of this transaction.  The recovery
rating on these holdco notes is '6', which indicates S&P's
expectation of negligible (0% to 10%) recovery of principal in the
event of default.

"The ratings on Tops reflect our expectation that the company will
experience modest operational gains in the near term and relatively
stable credit metrics. Our assessment considers Tops' geographic
concentration and participation in the very competitive food retail
industry," said credit analyst Diya Iyer.  "The industry continues
to experience challenges from discounters, dollar stores, warehouse
clubs, and drug stores, albeit a trend that is muted in Tops' core
upstate, Western New York markets. More so, our ratings reflect the
company's strong market share in its core geographies, but with
limited expansion opportunities in our estimation."

The rating outlook is stable, which incorporates S&P's expectation
for moderate sales growth and stable gross margins over near term.
S&P also expects profits to improve as the company has a favorable
expense comparison going forward given cost reduction efforts.
However, leverage will remain high going forward with adjusted debt
to EBITDA in the high- to mid-6x range.

"We would consider a downgrade if leverage exceeds 7.0x or we
believed adjusted EBITDA coverage of interest would be 1.7x or
lower in the coming year versus the 2.0x we currently expect.  At
that point the company's free cash flow generation relative to its
adjusted debt would be very small--between 2% and 3%.  The company
would meet this threshold if EBITDA was about 15% lower than
current levels. In this situation, Tops would still have a "highly
leveraged" financial risk profile, but we would expect to revise
the comparable ratings analysis to negative from neutral since
credit ratios would be weak even for a "highly leveraged" financial
risk profile," S&P said.

S&P would consider an upgrade if leverage was below 5x on a
sustained basis and coverage approached 3.0x.  In that case, S&P
would revise its financial risk profile to "aggressive", but this
would require EBITDA to be approximately 40% higher than S&P
currently anticipates for 2015.  Since this is well beyond S&P's
performance expectations for the next two years, it do not expect
to consider a higher rating in the near term.



TRACK GROUP: Changes Ticker Symbol to TRCK
------------------------------------------
Track Group, Inc., is trading under the new symbol, "TRCK",
effective May 26, 2015.  The change follows the Financial Industry
Regulatory Authority's recognition of the company's official name
change.  All stock trading, filings and market related information
will be reported under this new symbol.  

"We are pleased to be trading under the new symbol that more
accurately reflects our corporate rebranding.  It will be key for
us now to make that transition public for the benefit of the
investment community that has continued to follow our growth,"
states Guy Dubois, Chairman of Track Group.

                         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.


U.S. SHIPPING CORP: S&P Hikes CCR to 'B' on Improved Finc'l Profile
-------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on New Jersey-based U.S. Shipping Corp. to
'B' from 'B-'.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating on the
company's proposed senior secured credit facilities, which include
a $10 million revolver and a $215 million first-lien term loan.
S&P assigned a '2' recovery rating to the facilities, indicating
S&P's expectations for substantial recovery (70%-90%; lower half of
the range) in the event of default.

Additionally, S&P raised its issue-level rating on the company's
existing $220 million senior secured term loan B due 2018 to 'B+'
from 'B'.  S&P expects to withdraw this issue rating when the
company's proposed refinancing is complete.

"Our upgrade of U.S. Shipping reflects the company's strengthened
financial position due to the recent improvements in its operating
performance and the proposed refinancing, which we expect will
lower the company's interest expense," said Standard & Poor's
credit analyst Michael Durand.  S&P's ratings on U.S Shipping
reflect the company's vulnerable market position in the competitive
and capital-intensive shipping industry (given the company's small
fleet of seven vessels), its exposure to cyclical demand swings,
its limited end-market diversity, and its relatively high degree of
customer concentration.  The company's multi-year charters with
creditworthy counterparties and the improved fundamentals in the
U.S. liquid transportation market in which U.S. Shipping competes
offset these weaknesses to a limited extent.

S&P's stable outlook on U.S. Shipping reflects its expectation that
the company will continue to benefit from improved charter rates
due to the strong domestic coastwise liquid marine transportation
industry.

S&P could lower the rating if the company's adjusted debt-to-EBITDA
metric increases above 5x and S&P sees limited prospects for
improvement.  This could occur if, for example, the company does
not renew its contracts at favorable charter rates.

Although unlikely, S&P could raise the rating if it revised its
assessment of the company's business risk profile to "weak" from
"vulnerable", based on a sustained record of improved and stable
profitability.



UMED HOLDINGS: Posts $567K Net Loss for March 31 Quarter
--------------------------------------------------------
UMED Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $567,000 on $27,300 of sales for the three months ended
March 31, 2015, compared with a net loss of $466,000 on $7,880 of
sales for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $2.03 million
in total assets, $4.5 million in total liabilities and a
stockholders' deficit of $2.47 million.

The Company's recurring net losses and inability to generate
sufficient cash flows to meet its obligations and sustain its
operations raises substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/WjSerd
                          
UMED Holdings, Inc., is a Fort Worth, Texas-based global
diversified holding company that owns and operates businesses in a
variety of industries including energy, oil and gas, aerospace,
food and beverage, and mining.


UNITEK GLOBAL: Stay Lifted; "Butler" FLSA Suit to Proceed
---------------------------------------------------------
District Judge Deborah K. Chasanow granted the plaintiff's motion
to lift the bankruptcy stay in the case captioned JEFFRY BUTLER, ET
AL. v. DIRECTSAT USA, LLC, ET AL., CIVIL ACTION NO. DKC 10-2747 (D.
Md.).

Plaintiff Jeffry Butler brought a collective action under the Fair
Labor Standards Act ("FLSA") against the defendants DirectSTAT USA,
LLC, UniTek USA, LLC, and UniTek Global Services, Inc.  Butler
alleged that the defendants failed to pay overtime wages in
violation of FLSA and various state wage laws.  The case was
administratively closed because the defendants filed a notice of
suggestion of bankruptcy.  On March 17, 2015, plaintiffs filed a
motion to lift the bankruptcy stay.

In her April 29, 2015 memorandum opinion which is available at
http://is.gd/WMLWtmfrom Leagle.com, Judge Chasanow granted the
motion and ordered the reopening of the case.  The bankruptcy
judge, who confirmed the defendants' Chapter 11 Plan of
reorganization on January 5, 2015, had specifically ordered the
lifting of the stay on the plaintiffs' suit in his confirmation
order.

Judge Chasanow also ruled on other pending motions as follows:

     -- granting a motion for reconsideration of the July 6, 2011

        order that dismissed the plaintiffs' Maryland WagePayment
        and Collection Law ("MWPCL") claim

     -- granting the plaintiffs' motion to set a trial date

     -- denying a motion filed by the defendants for
        certification of an interlocutory appeal pursuant to 28
        U.S.C. Section 1292(b)

     -- granting in part and denying in part renewed motions to
        seal

Jeffry Butler, and Derrick Green, Plaintiffs, represented by Daniel
Adlai Katz -- dkatz@ggilbertlaw.com -- Law Office of Gary M Gilbert
and Associates PC, Jac A Cotiguala, Jac A Cotiguala and Associates,
James B Zouras, Stephan Zouras LLP & Ryan F Stephan, Stephan Zouras
LLP.

Charles N. Dorsey, Plaintiff, represented by Daniel Adlai Katz, Law
Office of Gary M Gilbert and Associates PC & Ryan F Stephan,
Stephan Zouras LLP.

Directsat USA, LLC, Unitek USA, LLC, and Unitek Global Services,
Inc., Defendants, represented by Colin D Dougherty --
cdougherty@foxrothschild.com -- Fox Rothschild LLP, Dirk Densford
Haire, Fox Rothschild LLP, John Augustine Bourgeois --
jbourgeois@kg-law.com -- Kramon and Graham PA, Jonathan David
Christman -- jchristman@foxrothschild.com -- Fox Rothschild LLP &
Nicholas T Solosky -- nsolosky@foxrothschild.com -- Fox Rothschild
LLP.

Armand Tanoh, Romulus Albu, Herman Altson, Ronald Cromer, Grayson
Leslie Stone, Ralph Roosevelt Jones, Derrick A. Bryant, Eric Eugene
Leftwood, Ellsworth Patrick Newman, Kevin Anthony Rogers, Mark
Robert Monroe, Dwayne Anthony Grainger, Moses A. Nicholls, Mayhew
Rupert Murphy, Shaka Harrington, Christopher Thomas Adams, Lionel
Murray, William Earl Kilson, III, Allen Gilbert Leith, Spencer Lee
Shaffer, Robert C. Nash, Kami Edmundo Boven, Ebrima Gikeneh, and
Steven Andre Poindexter, Claimants, represented by Daniel Adlai
Katz, Law Office of Gary M Gilbert and Associates PC, Jac A
Cotiguala, Jac A Cotiguala and Associates, James B Zouras, Stephan
Zouras LLP & Ryan F Stephan, Stephan Zouras LLP.

                  About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code.  The Debtors are seeking to have their cases
jointly administered for procedural purposes, with pleadings to be
maintained on the case docket for UniTek Global Services, Inc.,
Case No. 14-12471.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

As of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

UniTek Global reported a net loss of $52.07 million on
$472 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $77.7 million on $438 million of
revenues in 2012.

The Company's balance sheet at March 29, 2014, showed $250 million
in total assets against $257 million in total liabilities.

The Bankruptcy Court on Jan. 5, 2015, confirmed the Joint
Prepackaged Plan of Reorganization of UniTek Global Services.  The
Plan was originally filed with the Court on Nov. 3, 2014.


UNIVERSAL HEALTH CARE: Liquidating Plan Conditionally Confirmed
---------------------------------------------------------------
Judge K. Rodney May entered an order conditionally confirming the
Amended Liquidating Chapter 11 Plan for Universal Health Care
Group, Inc., proposed by Soneet R. Kapila, as Chapter 11 Trustee.

No objections were filed to the Amended Plan or the proposed
modifications filed by the Trustee.  Following a confirmation
hearing on April 23, 2015, the judge on May 4 entered an order
providing that:

   -- The Amended Plan is CONDITIONALLY CONFIRMED, subject only to
the Fairness Determination for the WARN Act Settlement.

   -- All of the provisions of the Amended Plan are approved,
including explicitly the "Exculpation from Liability" provision at
section 12.2 of the Amended Plan.

   -- The Amended Plan complies with the applicable provisions of
11 U.S.C. Sec. 1129.

For clarification purposes, the May 4 Order is not a final order of
Confirmation, as it remains conditioned upon a Fairness
Determination.  Upon the issuance of a Fairness Determination, the
Trustee is authorized and directed, without further hearing, to
submit a final confirmation order for the Amended Plan.

On April 2, 2015, the Trustee filed his First Motion to Modify the
Original Plan, together with a copy of the proposed plan
modification.  On April 16, 2015, the Trustee filed his Second
Motion to Modify the Amended Plan, together with a copy of the
proposed plan modifications.  The Original Plan, the First
Modification and the Second Modification were incorporated into a
single document filed and served by the Trustee on all Creditors on
April 16, 2015.

The Amended Plan contemplates that the Trustee will serve as
Liquidating Agent who will be responsible for overseeing the
Liquidating Estate, which will be funded with all of the Debtor's
Assets as of the Confirmation Date.  Upon Confirmation, the
Trustee, as Liquidating Agent, will act to liquidate the remainder
of the Debtor's Assets, resolve all remaining litigation, determine
the amount of Claims that will be allowed, and make distributions
under the Waterfall Schedule set forth in the Amended Plan.  The
Liquidating Agent will establish appropriate reserves as Additional
Recoveries are received to insure that the proper priority of
payments is maintained throughout the existence of the Liquidating
Estate.

The Amended Plan incorporates a settlement between the Trustee,
BankUnited and Citrus.  At the Confirmation Hearing, the Court
separately considered and approved the Citrus Settlement, and
separate order will be entered to that effect.

The Amended Plan leaves equity interests of the Non-Subordinated
Shareholders unimpaired and subordinates the equity interests of
the Subordinated Shareholders.  Of the Subordinated Shareholders,
Deepak Desai, Jeff Lundy and Sandip Patel have agreed to the
subordination, and thus the Court makes no subordination findings
with respect to them. With respect to the remaining Subordinated
Shareholders, the Court finds that the record supports the
subordination based upon the acts set forth in the Confirmation
Affidavit and the Amended Disclosure Statement.  The Subordinated
Shareholders will not participate or receive any distributions
under the Amended Plan.

The First Modification incorporates the recently mediated
settlement of the class action filed by former employees of AMC for
alleged violations of the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. Sec. 2101, et seq.  The WARN Act
Settlement is incorporated in the Amended Plan, but is subject to
separate approvals by this Court of (i) the Trustee's Motion to
Approve the WARN Act Settlement, pursuant to Bankr. R. 9019 -- 9019
Motion -- and (ii) approval of the fairness of the WARN Act
Settlement in the class action adversary proceedings (Adv. Pro. No.
13-ap-623 and Adv. Pro. No. 13-ap-273).

At the Confirmation Hearing the Court considered and granted the
Trustee's 9019 Motion and will enter a separate order to that
effect.  The Fairness Determination was slated to be considered on
May 28, 2015.

The Second Modification eliminates the distinction between Class 3
(Allowed General Unsecured Creditors) and Class 4 (Allowed Medical
Provider Claims).  The effect of the Second Modification is to
treat all Allowed Unsecured Creditors similarly.

A copy of the May 4 order conditionally confirming the Plan is
available for free at:

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

                 About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis
S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.


UNIVERSAL HEALTH: Ch. 11 Trustee Proposes Sale of AMC IT Equipment
------------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 Trustee for Universal Health Care
Group Inc., which serves as the sole member of American Managed
Care LLC, filed a motion seeking authority from the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, to sell
AMC's personal property, including information technology
equipment, free and clear of any liens and encumbrances.

Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill & Mullis, PA, in Tampa, Florida, relates that AMC's
personal property was not discovered till after the Chapter 11
Trustee's court approved auction of AMC's other personal property
held on September 24-25, 2013.  Ms. Colton further relates that it
is not the intention of the Chapter 11 Trustee to sell any personal
property that was the subject of a valid lease that has been
rejected.  Additionally, the Chapter 11 Trustee is not seeking to
sell any AMC Personal Property that contains data.

According to AMC's schedules of assets and liabilities and proofs
of claim, BankUnited, N.A., as the Administrative Agent pursuant to
a UCC-1 Financing Statement, dated April 6, 2012, holds a possible
lien on the personal property proposed to be sold.  Ms. Colton
tells the Court that BankUnited has consented to the auction and
the payment terms for the Auction Company.  BankUnited further has
agreed to a 25% carve out to the AMC bankruptcy estate from the
proceeds of the sale, after payment to the Auction Company.

The Chapter 11 Trustee also authority to employ Moecker Auctions,
Inc., to serve as auctioneer.

The Chapter 11 Trustee and AMC are represented by:

          Roberta A. Colton, Esq.
          TRENAM, KEMKER, SCHARF, BARKIN, FRYE,
             O'NEILL & MULLIS, PA
          101 E. Kennedy Blvd., Suite 2700
          Tampa, FL 33602
          Tel: (813) 223-7474
          Email: rcolton.trenam.com

                    About Universal Health

Universal Health Care Group, Inc., owns an insurance company
and
three health-maintenance organizations that provide managed
care
services for government sponsored health care programs,
focusing
on Medicare and Medicaid.



Universal Health was founded in 2002 by Dr. A.K. Desai and
grew
its operations of offering Medicare plans to more than
37,000
members to over 20 states.



Universal Health filed a Chapter 11 bankruptcy protection
(Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after
Florida
regulators moved to put two of the company's subsidiaries
in
receivership. Universal Health Care estimated assets of up
to
$100 million and debt of less than $50 million in court
filings in
Tampa, Florida.



Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser,
in
Tampa, serves as counsel to the Debtor.



Soneet R. Kapila has been appointed the Chapter 11 Trustee in
the
Debtor's case. He is represented by Roberta A. Colton, Esq.,
at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis
S. Jennis, Esq., and Jennis & Bowen, P.L., serve as
special
conflicts counsel and E-Hounds, Inc., serves as a
forensic imaging
consultant to the Chapter 11 trustee.


USA SYNTHETIC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Lima Energy Company filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $30,251,793
  B. Personal Property                    $7
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $86,604,863
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $24,135,386
                                 -----------      -----------
        TOTAL                    $30,251,800     $110,740,249

Debtor-affiliates also filed their schedules, disclosing:

         Debtor                     Assets        Liabilities
         ------                     ------        -----------  
   Cleantech Corporation                    $0    $36,604,863
   USA Synthetic Fuel Corporation    $7,903,916   $44,470,020

Copies of the documents are available for free at:

   http://bankrupt.com/misc/USASYNTHETIC_124_limasal.pdf
   http://bankrupt.com/misc/USASYNTHETIC_122_fuelsal.pdf
   http://bankrupt.com/misc/USASYNTHETIC_126_cleantechsal.pdf

                      About USA Synthetic Fuel

Based in Lima, Ohio, USA Synthetic Fuel Corporation is an
environmentally focused, development stage energy company pursuing
low-cost, clean energy solutions through the deployment of Ultra
Clean Btu Converter technology.  Ultra Clean Btu Converter
technology is a process that cost-effectively converts lower-value
solid hydrocarbons, such as coal, into higher-value energy
products, such as Ultra Clean Synthetic Crude, which can be
refined into a variety of fuels, such as diesel, jet, and
gasoline.

USA Synthetic and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17,
2015.  The petitions were signed by Dr. Steven C. Vick as chief
executive officer.  The Debtors disclosed total assets of $7.9
million and total debts of $99.3 million.

Morris, Nichols, Arsht & Tunnell, represents the Debtors as
counsel.  Asgaard Capital LLC acts as the Debtors' investment
banker.  R2B Group, LLC serves as the Debtors' interim chief
financial officer provider.

The U.S. trustee wasn't able to form a committee to represent the
company's unsecured creditors due to insufficient interest.


VARSITY BRANDS: New $50MM Debt Add-On No Impact on Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service said that Varsity Brands Holding Co,
Inc.'s proposed $50 million add-on to the first lien term loan, the
proceeds of which will be used to reduce second lien term loan by
the same amount, and the proposed first lien term loan re-pricing
transactions are credit positive as they will result in interest
expense savings. However, these transactions do not impact the
company's ratings, including its B2 CFR and B1 rating on the first
lien term loan, or stable outlook, since debt levels and leverage
will remain unchanged.

Varsity Brands Holding Co, Inc. is a provider of sports,
cheerleading and achievement-related products to schools, colleges
and youth organizations in the U.S. The company operates through
its three complementary businesses: BSN Sports (acquired in 2013)
provides sports apparel and equipment to schools and consumers;
Herff Jones supplies graduation-related items and recognition
rewards through its Yearbook and Achievement divisions; and Varsity
Spirit (acquired in 2011), which offers cheerleading uniforms and
apparel and hosts cheerleading camps and competitions. In the LTM
period ending March 31, 2015, the company generated approximately
$1.24 billion in revenues.



VIRTUAL PIGGY: Names Gerald Hannahs as Director
-----------------------------------------------
Gerald Hannahs was appointed to the Board of Directors of Virtual
Piggy, Inc. on May 21, 2015, as a designee of the holders of the
Company's Series A Cumulative Convertible Preferred Stock,
according to a document filed with the Securities and Exchange
Commission.  The Board has not yet determined committee
appointments for Mr. Hannahs.
  
Mr. Hannahs holds warrants to purchase common stock of the Company
(37,500 shares at an exercise price of $0.01 and 50,000 shares at
an exercise price of $1.00) that had their respective expiration
dates extended by one year as part of a previously disclosed
warrant term extension for holders of certain Company warrants
effective Feb. 23, 2015.  The expiration dates of those warrants
were extended from Dec. 26, 2015, to Dec. 26, 2016.  In addition,
on Jan. 27, 2014, Mr. Hannah's affiliate Hannahs Value Investors
purchased (i) 30,000 shares of the Company's Series A Cumulative
Convertible Preferred Stock and (ii) two year warrants to purchase
3,000,000 shares of Company common stock at an exercise price of
$1.00, in a previously disclosed private placement offering, for an
aggregate purchase price of $3,000,000.

                 About Oink (Virtual Piggy, Inc.)

Virtual Piggy is the provider of Oink, a secure online and in-store
teen wallet.  Oink enables teens to manage and spend money within
parental controls, while gaining valuable financial management
skills.  The technology company also delivers payment platforms
designed for the Under 21 age group in the global market, and
enables online businesses the ability to function in a manner
consistent with the Children's Online Privacy Protection Act and
similar international children's privacy laws.  The company, based
in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and
holds three technology patents, US Patent No. 8,762,230, 8,650,621
and 8,812,395.

Virtual Piggy reported a net loss of $9.65 million in 2014, a net
loss of $16 million in 2013 and a net loss of $12.03 million in
2012.

Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's losses from
development stage activities raise substantial doubt about its
ability to continue as a going concern.

As of March 31, 2015, the Company had $2.64 million in total
assets, $3.88 million in total liabilities, all current, and a
$1.23 million stockholders' deficit.


VISANT CORP: Moody's Lowers CFR to Caa1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded Visant Corporation's Corporate
Family Rating to Caa1 from B3 due to the uncertainty around the
company's plans to address its significant debt maturities coming
due in a couple of years. Moody's also downgraded the Probability
of Default Rating to Caa1-PD. The outlook is stable.

"The downgrade reflects the increasing refinancing risk the company
is facing amid its modest operating performance," said Kevin
Cassidy, Senior Credit Officer at Moody's. "We don't think the
company's current capital structure is sustainable," he continued.

Moody's does not anticipate a significant improvement in the
company's operating performance in the near term. Debt/EBITDA will
likely remain above 6 times over the next two years as the
company's moderate free cash flow prohibits any substantial debt
prepayment.

Ratings downgraded:

  -- Corporate Family Rating to Caa1 from B3;

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

  -- $775 million senior secured term loan due 2021 (with July
     2017 acceleration clause) B2 (LGD 2) from B1

  -- $105 million revolving credit facility due September 2019 to
     B2 (LGD 2) from B1

Ratings affirmed:

  -- $750 million senior unsecured notes due October 2017 at Caa2
     (LGD 5)

  -- Speculative Grade Liquidity at SGL-3

Visant's Caa1 Corporate Family Rating reflects the uncertainty
about how the company will address its upcoming debt maturities as
well as its high leverage on a pro forma basis of almost 7.0 times
debt/EBITDA. The CFR also considers the revenue pressure from the
slow erosion of demand for school affinity products. Factors
supporting the rating include the company's good market position in
the Scholastic and Memory Book segments and cost vigilance that
support strong margins and adequate cash flow, which Visant is
utilizing to invest and expand its Scholastic and Memory Book sales
business.

The stable outlook reflects Moody's expectation that Visant's
operating performance will not meaningfully deteriorate further in
the short-term.

Failure to refinance the upcoming debt maturities of over $1
billion in the near term could cause a downgrade in the CFR and
liquidity ratings. A downgrade could also occur if leverage
significantly increases for any reason. Key credit metrics driving
a potential downgrade would be debt/EBITDA sustained over 8 times.

An upgrade is unlikely in the near term given the approaching
maturity dates. Modest revenue and earnings trends and soft credit
metrics also make an upgrade in the near term unlikely. If the
company were to resolve the uncertainty over its debt maturities,
ratings could be upgraded over the longer term if debt/EBITDA was
sustained under 6 times, revenue stabilizes and earnings and cash
flow improve.

The principal methodology used in this rating was the Consumer
Durables Industry published in September 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.

Visant, headquartered in Armonk, New York, is a leading marketing
and publishing services enterprise primarily servicing the school
affinity, educational and trade publishing and packaging segments
and educational publishing markets. The company has 3 segments:
Scholastic (mostly class rings and other graduation products),
Memory Book (mostly school yearbooks) and Marketing and Publishing
and Packaging Services (mostly book covers). The company reported
revenue of approximately $833 million for the twelve months ended
April 4, 2015. Visant's financial sponsors include affiliates of
Kohlberg Kravis Roberts & Co. L.P. ("KKR") and DLJ Merchant Banking
Partners III, L.P.


VISUALANT INC: Granted Eighth Patent on ChromaID Technology
-----------------------------------------------------------
Visualant, Inc., has received its eighth patent on its ChromaID
technology.

This patent is the continuation of the original series of patents
filed by Visualant on the ChromaID technology beginning in 2007.
This patent protects the application of the ChromaID technology in
the fields of manufacturing, process quality control,
authentication of financial and identity documents, use with
biological tissues related to diagnosis and security as well as the
deterioration of manufactured materials and monitoring of liquids,
fuels, and lubricants.  The patent also details methods for
networking the functioning of the ChromaID technology for database
building and access for comparing data acquired by one ChromaID
device with those collected by other devices.  This patent
solidifies Visualant's patent portfolio in terms of extending the
original ChromaID inventions to these various application domains.

Visualant's ChromaID technology was invented when Dr. Thomas
Furness, a professor at the University of Washington and pioneer in
the field of virtual reality, recognized that every material
exhibited a unique light signature when stimulated by visible and
invisible structured coherent light sources.  Dr. Furness and his
team continue to work with Visualant to extend the reach of its
foundational ChromaID technology.  This newly issued patent is a
part of that effort.

The patent issued by the United States Office of Patents and
Trademarks is US Patent No. 8,988,666 and is entitled "Method,
Apparatus, and Article to Facilitate Evaluation of Objects Using
Electromagnetic Energy."

Ron Erickson, Visualant Founder and CEO stated, "This latest patent
is further validation of our intellectual property.  Our patent
portfolio is a core element of Visualant's asset base.  We have a
number of additional patents pending and will continue to file new
patents to extend the reach of our intellectual property."

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $1 million on $7.98 million of
revenue for the year ended Sept. 30, 2014, compared to a net loss
of $6.60 million on $8.57 million of revenue for the year ended
Sept. 30, 2013.

As of March 31, 2015, the Company had $3.02 million in total
assets, $6.8 million in total liabilities, all current, and a $3.78
million total stockholders' deficit.

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2014.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception.  These factors, according to
the auditors, raise substantial doubt about the Company's ability
to continue as a going concern.



WARREN RESOURCES: Franklin Backs $250-Mil. Refinancing Deal
-----------------------------------------------------------
Christine Idzelis, writing for Bloomberg News, reported that
Franklin Square Capital Partners, a money manager whose funds are
sub-advised by s credit unit, is backing a $250 million refinancing
deal for Blackstone Group LP's Warren Resources Inc. to help the
oil-and-gas producer pay down its credit line and pursue
acquisitions.

According to the report, Warren is getting $202.5 million of new
money and loans through an exchange with the company's unsecured
bondholders.  The deal includes a new five-year first-lien term
loan that will pay an interest rate of at least 9.5 percent, the
report noted.

                     About Warren Resources

Warren Resources, Inc., is engaged in the exploration, development
and production of domestic onshore crude oil and gas reserves.  The
New York-based Company is primarily focused on its waterflood oil
recovery properties in the Wilmington field within the Los Angeles
basin of California, position in Marcellus Shale in northeastern
Pennsylvania, and coalbed methane natural gas properties in the
Rocky Mountain region.

                        *     *     *

The Troubled Company Reporter, on April 24, 2015, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York-based exploration and production (E&P) company
Warren Resources Inc. to 'CCC+' from 'B-'.  The outlook is
negative.


WARREN RESOURCES: S&P Lowers Corp. Credit Rating to 'SD'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York-based exploration and production company
Warren Resources Inc. to 'SD' (selective default) from 'CCC+'.

At the same time, S&P lowered the issue ratings on the company's
senior unsecured notes to 'D' from 'CCC-'.  The recovery rating on
these notes remains '6', reflecting S&P's expectation of negligible
(0% to 10%) recovery in the event of a conventional default.

"The downgrade follows the completion of Warren's exchange of about
$70 million of its senior unsecured notes for $47 million of
first-lien term loans," said Standard & Poor's credit analyst
Daniel Krauss.

"We view the transaction as a distressed exchange because investors
received 65% of par value, less than they were promised on the
original securities," he added.

Approximately 23% of the senior unsecured note holders participated
in the exchange.  Concurrent with the exchange, Warren used the
remainder of the new $250 million term loan facility to repay the
existing revolving credit facility and provide the company with a
$30 million delayed draw commitment. The company's senior secured
revolving credit facility was subsequently terminated.

S&P expects to review the corporate credit and issue-level ratings
when it assess the likelihood of further exchanges as low.
According to the public filing by the company, the transaction
allows for additional exchanges of unsecured debt at a discount
into second lien debt, subject to incurrence tests.  S&P believes
that the company could enter into further debt exchanges as a way
to reduce debt leverage.  S&P's analysis will incorporate the
company's modestly improved liquidity position, while still taking
into account its challenging operating environment and very high,
albeit marginally improved, debt leverage.



WBH ENERGY: Castlelake Wins Terms for Stay Relief
-------------------------------------------------
U.S. Bankruptcy Judge H. Christopher Mott approved terms that
grants CL III Funding Holding, LLC, relief from the automatic stay
to allow it to foreclose on its collateral owned by WBH Energy
Partners, LLC, and WBH Energy LP, subject to the condition set
forth in the DIP Loan Documents.

Effective on the earlier of (i) five business days following notice
by CL III to the Debtors, USED, and the Official Committee of
Unsecured Creditors in Chapter 11 Cases of the occurrence of an
event of default (as defined in the DIP Credit Agreement), or (ii)
Sept. 10, 2015, the automatic stay will be terminated as to
Castlelake with respect to its rights against the Collateral, and
Castlelake may foreclose on the Collateral in accordance with
Chapter 51 of the Texas Property Code and Chapter 9 of the Texas
Uniform Commercial Code.  The Committee may seek to extend the
automatic stay termination date of Sept. 10, 2015 for good cause,
provided the Committee seeks such relief on or prior to Sept. 3,
2015.

Castlelake contends that (i) Debtors LLC and LP cannot provide
Castlelake with adequate protection to support the continued
imposition of the automatic stay; (ii) Debtors LLC and LP do not
have any equity in the collateral; and (iii) given Debtors LLC and
LP's lack of equity in the collateral and current financial and
operational status, the collateral is not necessary for an
effective reorganization.  Castlelake also holds valid, perfected
liens and security interests in all of Debtors LLC and LP's assets.
Castlelake's liens and security interests secure over $30 million
of unpaid loan debt -- an amount far in excess of the collateral
value.

The Committee of Unsecured Creditors earlier filed an objection to
the motion to modify the automatic stay.  The Committee noted that
after forcing the Debtors into bankruptcy, CL III Funding Holding
Companies LLC is now attempting to acquire the Debtors' assets free
and clear of the claims of any other creditor and without the
adjudication of the validity and priority of its liens.  The terms
of the proposed DIP financing agreement are onerous and leave
almost no margin for error.

According to the Committee the proposed Stipulation between the
Debtors and Castlelake would allow Castlelake to foreclose on the
Debtors' assets without additional Court approval in the event of
the slightest deviation by the Debtors.  And at the almost
inevitable foreclosure sale, Castlelake could then credit bid based
on its alleged liens, liens that have never been subject to a full
adjudication by all of the interested parties.

                         About WBH Energy

WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015.  The petitions were signed by Joseph S. Warnock,
vice
president.

Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.

William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.

WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each.  WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing.  WBH
Energy
GP estimated its assets at up to $50,000, and its liabilities at
between $10 million and $50 million.

The U.S. Trustee for Region 7 appointed seven creditors to serve
On the official committee of unsecured creditors.



WELLCARE HEALTH: S&P Assigns 'BB' Rating on $300MM Add-On
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
debt rating to WellCare Health Plan Inc.'s (NYSE:WCG) $300 million
add-on to its existing 5.75% senior unsecured notes due 2020.

WellCare intends to use the proceeds from the transaction for
general working capital purposes, potential organic growth, and
debt-maturity management.  Its current debt structure also consists
of a 2.25% $300 million term loan due 2016.  This will also
strengthen the company's liquidity position.

As of Dec. 31, 2014, WellCare's adjusted fixed-charge coverage was
near 7x, and its financial leverage was approximately 37.5%.  S&P
assumes that financial leverage including this debt add-on will be
near 42% during the next 12 months.  During the next two years, S&P
expects the company to manage its financial leverage in the 35%-40%
range after it repays its term loan in 2016.  S&P expects EBITDA
fixed-charge coverage to be in the 7.5x-8.5x area and adjusted EBIT
ROR to be 3%-3.5%, reflecting some incremental improvement in the
medical loss ratio.  Adjusted EBIT ROR was slightly more than 2% in
2014 because of higher-than-expected medical cost trends in
WellCare's Florida start-up (more than 400,000 new members) and
Medicare reimbursement pressures.

S&P may lower its ratings if, contrary to its expectations, the
company adopts a more aggressive financial policy with financial
leverage of more than 40% for the longer term, and if operating
performance deteriorates for a prolonged period (one to two years)
such that EBITDA fixed-charge coverage falls to less than 5x.

RATINGS LIST

WellCare Health Plans Inc.
Counterparty Credit Rating                  BB/Stable/--

New Rating
WellCare Health Plans Inc.
$300 mil 5.75% sr unsec notes due 2020      BB



WELLNESS INT'L: Supreme Court Backs Power of Bankruptcy Judges
--------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
U.S. Supreme Court said bankruptcy judges have the power to make
final judgments in certain legal disputes -- a decision that
bolsters the power of U.S. Bankruptcy Court system.

According to the Journal, in Wellness International Network Ltd. v.
Sharif, the high court reversed an appellate court decision finding
that the bankruptcy court didn't have the constitutional authority
to decide whether certain property belonged to the bankruptcy
estate because the dispute also involved state laws.

The 6-3 ruling decided the country's roughly 1,000 bankruptcy
judges can make final decisions on legal disputes that arise in
bankruptcy cases if all involved parties consent, the Journal
said.

Law360 reported that experts said the decision ends lingering
worries attorneys and judges had following the Seventh Circuit
ruling because the justices preserved the way in which bankruptcy
cases are currently adjudicated.  Had the Supreme Court upheld the
Seventh Circuit, it would have created a new layer of district
court appeals that would have sucked up significant time and costs,
Law360 said.

The Supreme Court's decision could also have had significant
implications on the use of magistrate courts, which, like
bankruptcy courts, rely upon parties' consent to adjudicate
disputes, experts said, according to Law360.

The case in the high court is Wellness International Network Ltd.
v. Sharif, 13-935, U.S. Supreme Court (Washington).


WOUND MANAGEMENT: Files Amendment to 2014 Financials
----------------------------------------------------
Wound Management Technologies, Inc., filed with the U.S. Securities
and Exchange Commission on May 1, 2015, an amendment to its annual
report on Form 10-K for the year ended Dec. 31, 2014.  A copy of
the Form 10-K/A is available at http://is.gd/i7NzO1

The Company reported a net loss of $2.28 million on $2.63 million
of revenues in 2014, compared to a net loss of $4.15 million on
$1.73 million of revenues in the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $1.5 million
in total assets, $2.32 million in total liabilities and total
stockholders' deficit of $825,396.

MaloneBailey, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered recurring net losses and has a working capital deficit and
an accumulated deficit.
                         
                      About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

The Company reported a net loss of $671,007 on $679,122 of revenues

for the three months ended Sept. 30, 2014, compared with a net loss

of $1.69 million on $472,753 of revenues for the same period during

the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $1.95 million

in total assets, $2.5 million in total liabilities,
and a stockholders' deficit of $548,785.


YELLOWSTONE MOUNTAIN: High Court Refuses to Hear Founder's Appeal
-----------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that the U.S. Supreme Court denied the petition to be freed from
jail filed by former owner of Yellowstone Mountain Club LLC.

As previously reported by The Troubled Company Reporter, a lawyer
for Tim Blixseth, the jailed founder of the luxurious Yellowstone
Club ski and golf resort, petitioned the Supreme Court for his
client's release.  The former billionaire property developer has
been held in the Cascade County Detention Center in Great Falls,
Mont., since April 20 after a district court judge found him in
contempt for failing to account for millions of dollars he owes
creditors.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski    

community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


[*] Beth E. Hanan Named U.S. Bankruptcy Judge in Wisconsin
----------------------------------------------------------
Chief Judge Diane P. Wood of the United States Court of Appeals for
the Seventh Circuit announced the appointment of Beth Ermatinger
Hanan to a 14-year term as United States Bankruptcy Judge for the
United States Bankruptcy Court for the Eastern District of
Wisconsin.  She will take office on May 29, 2015.


[*] ESBA Served as Financial Advisor to Dilworth Inn
----------------------------------------------------
Executive Sounding Board Associates LLC served as Financial Advisor
to Dilworthtown Inn, an award winning restaurant founded in 1780.
The restaurant turned to ESBA to improve operating performance and
increase cash flow.  ESBA also assisted the Company in refinancing
its credit facilities.  As a result of ESBA's efforts, the Company
increased cash flow, enhanced utilization and improved other key
performance indicators, and secured financing through Franklin Mint
Federal Credit Union resulting in greater financial stability.

                           About ESBA

ESBA provides profit improvement and turnaround services for
clients in the restaurant industry, including franchisors,
franchisees, public companies, and independents and has a long
history of helping clients to improve operations and
profitability.

The engagement was led by Managing Director Robert D. Katz, also
working on the engagement from ESBA was Robert Agarwal.

Other professionals key to the success were:

Aris Karalis & Camile Spinale of Maschmeyer Karalis P.C.


[*] ESBA's Michael DuFrayne Receives CTP Certification from TMA
---------------------------------------------------------------
Michael DuFrayne, CEO of ESBA, received the Certified Turnaround
Professional (CTP) designation from the Turnaround Management
Association.  The Certified Turnaround Professional (CTP)
designation was introduced in 1993 as an objective measure of the
experience, knowledge and integrity that is necessary to conduct
corporate renewal work.  CTP's have significantly contributed to
the turnaround and corporate renewal industry and have demonstrated
through their practice a high degree of technical and practical
knowledge.

                           About ESBA

ESBA provides profit improvement and turnaround services for
clients in the restaurant industry, including franchisors,
franchisees, public companies, and independents and has a long
history of helping clients to improve operations and profitability.


[*] U.S. Bankruptcy Judge Thomas B. Bennett Stepping Down
---------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that U.S. Bankruptcy Judge Thomas B. Bennett, who presided over the
municipal bankruptcy of Jefferson County, Alabama, is stepping down
June 30 after more than 20 years on the bench.

According to the report, Judge Bennett will return to private
practice, he said in a phone interview.  He was the chief judge for
the bankruptcy court in the Northern District of Alabama and a
past-president of the National Conference of Bankruptcy Judges, the
report related.


[^] BOOK REVIEW: The Story of The Bank of America
-------------------------------------------------
Author:  Marquis James and Bessie R. James
Publisher:  Beard Books
Softcover:  592 pages
List Price:  $31.80

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt

The Bank of America began as the Bank of Italy in 1904.
A. P. Giannini was motivated to found the Bank out of his
indignation over the neglect by other banks of the Italian
community in San Francisco's North Beach area. Local residents
were quickly drawn to Giannini's new type of bank suited for their
social circumstances, financial needs, and plans and aspirations.
Before Giannini's Bank of Italy, the field was dominated by large,
well-connected, and politically influential banks typified by the
magnate J. P. Morgan's House of Morgan catering to corporations
and the wealthy industrialists and their families of the Gilded
Age.

Giannini's Bank proved to be a timely enterprise with great
potential far beyond its founder's original aims. The early 1900s
following the Gilded Age was a time of spreading democratization
in American society with large numbers of immigrants being
assimilated. It was also a time of considerable industrial growth
after the heyday of the tycoons such as Morgan, Rockefeller, and
Carnegie in the latter 1800s. Giannini's idea was also helped by
the growth of California in its early stages of becoming one of
the most prosperous and most populous states. As California grew,
so did the Bank of America.

A. P. Giannini was the perfect type of individual to oversee the
growth of a bank that stood in sharp contrast to the House of
Morgan and which reflected broad changes in American society and
business. Giannini followed the quick success of his North Beach
bank with Bank of Italy branches elsewhere in San Francisco. With
the success of these followed branches throughout California's
agricultural valleys and Los Angeles as Giannini reached out to
populations of other average persons generally ignored by the
traditional banks. Throughout the rapid growth of his bank,
Giannini never lost touch with his original motive for creating a
bank suited for the average individual. When he died at 80 years
of age in 1949, he lived in the same house as he did when he
opened the original Bank of Italy; and his estate was less than
half a million dollars.

Throughout all the stages of the Bank of America's growth,
business recessions and depressions, and changes in American
society, including increased government regulation, the Bank
continued to reflect its founder's purposes for it. In the 1920s,
the Bank of Italy became a part of the corporation Transamerica.
In 1930, the Bank was merged with the Bank of America of
California. The newly formed bank was given the name the Bank of
America National Trust and Savings Association, with Giannini
appointed as chairman of the committee to work out the details of
the merger. In 1930, he selected Elisha Walker to head
Transamerica so he could be free to pursue his interest of
establishing a national bank with the same goals and nature as his
original Bank of Italy. But becoming alarmed over Walker's
proposed measures for dealing with the pressures of the
Depression, Giannini waged a battle involving board members,
stockholders, and allies he had worked with in the past to regain
control of Transamerica. In 1936, A. P. Giannini's son, Lawrence
Mario, succeeded his father as president of Bank of America, with
A. P. remaining as chairman of the board.

The story of Bank of America is largely the story of A. P.
Giannini: his ideas, his values, his ambitions, his goals, his
personality. The co-authors follow the stages of the Bank's growth
by focusing on the genteel, yet driven and innovative, A. P.
Giannini. There's a balance of basic business material such as
stock prices, rationale of momentous business decisions, and
balance-sheet data, with portrayals of outsized characters of the
time. Among these, besides Giannini, are the federal government
official Henry Morgenthau and Charles Stern, California's
superintendent of banks in the early 1900s. With this balance, The
Story of the Bank of America is an engaging and informative work
for readers of more technical business books and human-interest
business stories alike.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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