TCR_Public/150603.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, June 3, 2015, Vol. 19, No. 154

                            Headlines

646696 NB: Meeting of Coffey Canada Creditors on June 12
646756 NB: Meeting of Coffey Geotechnics Creditors on June 12
ALIMERA SCIENCES: Discloses $9.79-Mil. Net Loss in First Quarter
ALLIED NEVADA: FTI Okayed to Develop Incentive Program
ALONZO & CARUS: Stipulation on BPPR Adequate Protection Approved

ASR 2401 FOUNTAINVIEW: Court Confirms Sale-Based Plan
ASR 2401 FOUNTAINVIEW: Court Overrules Objections to Plan
AVAGO TECHNOLOGIES: Moody's Reviews 'Ba2' CFR for Upgrade
B&B ALEXANDRIA: Files Schedules of Assets and Liabilities
BARDIN PROFESSIONAL: Case Summary & 9 Top Unsecured Creditors

BAXANO SURGICAL: Wants June 30 Admin. Claims Bar Date
BERNARD MADOFF: SIPC Praises Trustee on $35M Recovery Agreement
BERNARD MADOFF: Trustee Seeks Approval of Ariel Fund Settlement
BIRMINGHAM COAL: Court Issues Joint Administration Order
BIRMINGHAM COAL: Has Interim Nod to Use Regions Cash Collateral

BRIAR'S CREEK: Court Approves $7.4 Million Cash Sale of Assets
BRINTON MANOR: Voluntary Chapter 11 Case Summary
BUILDING #19: Committee Settles Disputes Over Posternak Retention
CABLE ONE: S&P Assigns 'BB' Corp. Credit Rating, Outlook Stable
CASA EN DENVER: Court Approves YIPCPA LLC as Financial Advisor

CASA EN DENVER: Gets Court OK to use Cash Collateral Until June 30
CENTURY ALUMINUM: Moody's Raises CFR to 'B2', Outlook Stable
CHEYENNE HOTELS: U.S. Trustee Seeks Dismissal of Ch. 11 Case
CHRYSLER GROUP: Old Co. Squashes Clutch Maker's Adversary Suit
CLEVELAND BIOLABS: Incurs $3.7-Mil. Net Loss in March 31 Quarter

COLT DEFENSE: Enters Into Restructuring Support Agreement
COLT DEFENSE: Files Second Amendment to 2013 Fiscal Year Report
COMMUNITY HOME: July 28 Hearing on Amended Disclosure Statement
CORMEDIX INC: Posts $5.5-Mil. Net Loss for First Quarter
DEERFIELD RANCH: Can Hire Dana Burwell as Appraiser

DENDREON CORP: Verdolino & Lowey Approved as Wind-Down Consultants
DIA-DEN LTD: Hearing on Full-Payment Plan Set for June 16
DIRECTCASH PAYMENTS: S&P Affirms 'B+' Corp. Credit Rating
DOLLAR TREE: Term Loan B Refinancing No Impact on Moody's Ratings
DORAL FINANCIAL: Popular Buys Doral Insurance for $17.3M

DRS SERVICES: Case Summary & 20 Largest Unsecured Creditors
ENDEAVOUR INT'L: Blackstone Services to Include Assets Sales
ENDEAVOUR INT'L: Court Won't Modify Lender Protection Order
ENDEAVOUR INT'L: Launches Marketing Process for North Sea Assets
ENDEAVOUR INTERNATIONAL: Ernst & Young Additional Services Okayed

ENERGIS PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
ENERGY FUTURE COMPETITIVE: Reports $1.34-B Net Loss in Q1
ENERGY FUTURE INTERMEDIATE: Posts $272-Mil. Net Loss in Q1
EXPEDIA INC: Moody's Assigns 'Ba1' Rating on New Unsecured Notes
FEDERAL-MOGUL HOLDINGS: S&P Lowers CCR to 'B-', Outlook Stable

FERRELLGAS PARTNERS: S&P Affirms 'B+' ICR & Rates $400MM Debt 'B+'
FHC HEALTH: S&P Affirms 'B' Corp. Credit Rating
FLINTKOTE COMPANY: Obtains Approval of $1.7-Mil. Deal w/ Travelers
FORESTAR GROUP: S&P Lowers CCR to 'B-' on Weaker Credit Measures
FRAC SPECIALISTS: US Trustee Forms Creditors Committee

Frederick's of Hollywood: Court Fixes Claims Bar Dates
FREDERICK'S OF HOLLYWOOD: Files Schedues of Assets and Liabilities
FRESH PRODUCE: Tiger to Conduct Closing Sale
FUTURE HEALTHCARE: Lacks Cash to Pay Past Due Notes Payable
GENERAL MOTORS: Suzuki Dodges Suit Over Compact Car Fires

GENESIS HEALTHCARE: Moody's Alters Outlook to Negative
GILES-JORDAN: Court Confirms Reorganization Plan
GLOBAL COMPUTER: Order Authorizing Payments Cues Plan Withdrawal
GLOBAL PARTNERS: S&P Rates New $300MM Sr. Unsecured Notes 'B+'
GOODMAN NETWORKS: S&P Lowers Corp. Credit Rating to 'B-'

GORDIAN MEDICAL: Wins Approval of Full-Payment Plan
GULF PACKAGING: Court Sets July 31 as Claims Bar Date
GULFMARK OFFSHORE: S&P Lowers CCR to 'B+', Outlook Negative
HAAS ENVIRONMENTAL: Voting Creditors Accept Ch. 11 Plan
HANSEN MEDICAL: Reports $11.9-Mil. Net Loss in Q1

HARSCO CORP: S&P Assigns 'BB' Rating on New $250MM Sr. Notes
HERTZ VEHICLE: Motor Lease Amendment No Impact on Moody's Ratings
HOLOGIC INC: S&P Affirms 'BB' CCR Following Credit Refinancing
HUSKY INT'L: S&P Raises Rating on $250MM Debt to 'B-'
HYLAND SOFTWARE: S&P Revises Outlook to Neg. & Affirms 'B' CCR

I.E.C. RENTALS: Files Schedules of Assets and Liabilities
IBCS MINING: Court Approves Sale of Equipment
IKANOS COMMUNICATIONS: Has $12-Mil. Net Loss in First Quarter
IMRIS INC: Has Interim Authority to Tap $3.5MM in DIP Loans
IMRIS INC: Receives Nasdaq Delisting Notice

IMRIS INC: Seeks to Pay $500K to Critical Vendors
INDRA HOLDINGS: S&P Lowers CCR to 'B-', Outlook Stable
KALOBIOS PHARMACEUTICALS: Incurs $9.62-Mil. Net Loss in Q1
KHF PROPERTIES: Voluntary Chapter 11 Case Summary
LANCASTER FINANCING: S&P Ups Tax Allocation Bonds Rating From BB

LANDMARK HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
LEE STEEL: Committee Raises Sale Procedure Concerns
MAGNUM HUNTER: Moody's Cuts CFR to Caa2, Outlook Negative
MEDICAL SPECIALTIES: S&P Affirms 'B' CCR & Revises Outlook to Neg.
MERITAGE HOMES: Moody's Rates New $200MM Notes at Ba3

NAARTJIE CUSTOM: Inks Lease Rejection Agreement with BSFMT, et al.
NAARTJIE CUSTOM: Settlement on Synclaire's Admin. Claim Approved
NEW YORK LIGHT: Can Pay $300,000 to Critical Vendors
NEW YORK LIGHT: Court Issues Joint Administration Order
NEW YORK LIGHT: Has Interim Authority to Use M&T Cash Collateral

NEWSAT LIMITED: Wins Chapter 15 Recognition
NORTEL NETWORKS: SNMP Says Ch. 11 Judge Can't Rule on Avaya Claims
OCATA THERAPEUTICS: Has $7.03M Net Loss in First Quarter
OHCMC-OSWEGO: Settles Plan Dispute with PNC and BMO
ON SEMICONDUCTOR: S&P Rates Convertible Notes & Revolver 'BB+'

ONE FOR THE MONEY: Files Plan; To Sell Property for $12.9MM
OZBURN-HESSEY HOLDING: S&P Affirms B- CCR & Alters Outlook to Pos.
PALM DRIVE: S&P Revises Outlook & Affirms CCC+ Rating on GO Bonds
PARK FLETCHER: Seeks Sale of Marion County Property
PENNYSAVER USA: Ad Newsletter Hits Ch. 7 in Wake of WARN Suits

PLAYPOWER HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
PLYMOUTH INDUSTRIAL: Has $21.2-Mil. Net Loss in First Quarter
PREGIS ULTIMATE: Moody's Cuts Ratings on 1st Lien Loans to 'B3'
RADIOSHACK CORP: Amends Schedules of Assets and Liabilities
RESOLUTE FOREST: S&P Affirms 'BB-' Corp. Credit Rating

RIGHTSCORP INC: Reports $122K Net Income for First Quarter
ROCK PARENT: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable
RONECKER HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
ROYAL HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
RPM CRANES: Case Summary & 20 Largest Unsecured Creditors

SALADWORKS LLC: Gets Nod For $17-Mil. Sale to PE Firm
SAMSON RESOURCES: Weighing Debt Restructuring Options
SANDRIDGE ENERGY: Moody's Lowers Corp. Family Rating to 'Caa1'
SANMINA CORP: Moody's Raises CFR to 'Ba2', Outlook Positive
SAPPHIRE ROAD: Case Summary & 8 Largest Unsecured Creditors

SAPPHIRE ROAD: Patriots Crossing Project Files to Stop Foreclosure
SBA COMMUNICATIONS: S&P Rates $500MM Incremental Loan 'BB'
SLAP SHOT: S&P Affirms 'B-' CCR & Revises Outlook to Negative
SOUTHERN STATES: S&P Lowers CCR to 'B-', Outlook Stable
STANFORD INT'L: Receiver, Plaintiffs Agree to Settle Claims

SUPERTEL HOSPITALITY: Reports $3.45M Net Income in Q1
SURVEY SAMPLING: S&P Assigns 'B' CCR, Outlook Stable
SWISHER HYGIENE: Has $8.83-Mil. Net Loss in First Quarter
TEXASBANC CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating
TRIMAS CORP: S&P Affirms 'BB-' CCR, Outlook Stable

TTM TECHNOLOGIES: S&P Lowers CCR to 'B+', Off CreditWatch Negative
U.S. GOLF & TENNIS: Case Summary & 13 Largest Unsecured Creditors
UNIVERSAL COOPERATIVES: Sells Shares, Other Assets for $82,300
US SHIPPING CORP: Moody's Raises CFR to 'B2', Stable Outlook
WWC HOLDING: Add-On Debt No Effect on Moody's 'B2' CFR

XPO LOGISTICS: S&P Assigns 'B' Rating on New Sr. Unsecured Notes
ZEP INC: S&P Assigns 'B' Corporate Credit Rating, Outlook Stable
[*] Otterbourg Names Cyganowski Restructuring & Bankruptcy Chair

                            *********

646696 NB: Meeting of Coffey Canada Creditors on June 12
--------------------------------------------------------
The bankruptcy of 646696 NB Inc. fka Coffey Canda Inc. occurred on
May 26, 2015, and the first meeting of creditors will be held on
June 12, 2015, at 11:00 a.m., at the Ernst & Young Tower, 222 Bay
Street, 30th Floor in Toronto, Canada.  E&Y can be reached at:

   Ernst & Young Tower
   Toronto-Dominion Centre
   P.O. Box 251, 222 Bay Street
   Toronto, Ontario, M5K 1J7
   Contact: Franca Mazzulla
   Tel: 1-855-941-1821
   Fax: 416-943-3300
   Email: coffeygeotechnics@ca.ey.com


646756 NB: Meeting of Coffey Geotechnics Creditors on June 12
-------------------------------------------------------------
The bankruptcy of 646756 NB Inc. fka Coffey Geotechnics Inc.
occurred on May 26, 2015, and the first meeting of creditors will
be held on June 12, 2015, at 10:00 a.m., at the Ernst & Young
Tower, 222 Bay Street, 30th Floor in Toronto, Canada.  E&Y can be
reached at:

   Ernst & Young Tower
   Toronto-Dominion Centre
   P.O. Box 251, 222 Bay Street
   Toronto, Ontario, M5K 1J7
   Contact: Franca Mazzulla
   Tel: 1-855-941-1821
   Fax: 416-943-3300
   Email: coffeygeotechnics@ca.ey.com


ALIMERA SCIENCES: Discloses $9.79-Mil. Net Loss in First Quarter
----------------------------------------------------------------
Alimera Sciences, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $9.79 million on $3.94 million of revenues
for the three months ended March 31, 2015, compared with a net loss
of $20.8 million on $2.08 million of revenue for the same period
last year.

The Company's balance sheet at March 31, 2015, showed $96.8 million
in total assets, $56.3 million in total liabilities, and
stockholders' equity of $40.6 million.

The Company disclosed in the 10-Q filing that its negative cash
flow from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

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

                        http://is.gd/hmjQxD

                      About Alimera Sciences

Alpharetta, Ga.-based Alimera Sciences, Inc., is a
biopharmaceutical company that specializes in the research,
development and commercialization of prescription ophthalmic
pharmaceuticals.  The Company is presently focused on diseases
affecting the back of the eye, or retina, because it believes
these diseases are not well treated with current therapies and
represent a significant market opportunity.

The Company reported a net loss of $35.9 million on $8.42 million
of net revenue for the year ended Dec. 31, 2014, compared with a
net
loss of $46.2 million on $1.87 million of net revenue in the prior
year.

Following the 2014 results, Grant Thornton LLP expressed
substantial doubt about the Company's ability to continue as a
going concern, citing the Company's recurring losses, negative cash
flow from operations, and an accumulated deficit of $313 million as
of Dec. 31, 2014.


ALLIED NEVADA: FTI Okayed to Develop Incentive Program
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allied Nevada Gold Corp., et al., and FTI Consulting, Inc., to
enter into additional addendum to their engagement letter.  
Pursuant to the addendum, FTI will provide these supplemental
services:

   -- work with the Company to develop a key employee incentive
program;

   -- analyze incentive programs in comparable companies and
chapter 11 cases;

   -- prepare a declaration suitable for filing as evidence in
support of a motion to approve a key employee incentive program;
and

   -- provide expert testimony regarding a key employee incentive
program.

As reported in the Troubled Company Reporter on April 23, 2015,
the Debtors originally tapped FTI Consulting as financial advisor
to:

   (a) develop an understanding of the Debtors' business, their
       current financial situation and short and long term
       objectives;

   (b) work with the Debtors to develop and execute a plan to
       effectively communicate with the Debtors' vendor community,
       focusing on:
     
       - continued supply to the operations of critical parts,
         materials and supplies required by the Debtors'
         operations;

       - minimizing the tightening of terms by vendors to the
         extent possible;

       - minimizing vendor requirements for deposits, letters of
         credit, surety bonds or other payment guarantees and
         assurances; and

       - return to normal credit terms with vendors;

   (c) assist in the preparation of information for distribution
       to the lenders and other stakeholders regarding vendor
       terms and negotiations;

   (d) assist in the preparation of the Debtors' statements of
       financial affairs and schedules of assets and liabilities;
       and

   (e) provide additional financial consulting services as agreed
       upon by the Debtors and FTI.

FTI Consulting will be paid at these hourly rates:

       Senior Managing Director      $865-$975
       Managing Director             $745-$795
       Senior Director               $720-$740
       Directors                     $645-$715
       Senior                        $495-$575
       Consultant                    $355-$455
       Administrative and
       Paraprofessional              $125-$250

FTI Consulting will also be reimbursed for reasonable out-of-pocket
expenses.

                        About Allied Nevada

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

ANV's common stock trades on the NYSE and the TSX.

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

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

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

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



ALONZO & CARUS: Stipulation on BPPR Adequate Protection Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico approved
an urgent joint stipulation between debtor Alonso & Carus Iron
Works, Inc., and secured creditor Banco Popular De Puerto Rico.

Prior to the Petition Date, the Debtor had entered into various
loan agreements with BPPR (then Westernbank), pursuant to which
BPPR provided certain credit facilities to Debtor.

BPPR has not consented to Debtor's use of the cash collateral, and
the Court has not authorized any use thereof.

The parties engaged in discussions to explore whether a  consensual
use of cash collateral, its extent and adequate protection can be
agreed to by them.

To allow these discussions to conclude, the parties have agreed to
provide to BPPR a replacement lien.  Pursuant to section 361 of the
Bankruptcy Code, as adequate protection for BPPR, Debtor grants to
BPPR a replacement lien and a postpetition security interest on all
of the cash collateral acquired by the Debtor on and after the
Petition Date and to which BPPR may be entitled.  The replacement
liens will remain in the same priority and will encumber to the
same extent as BPPR's prepetition cash collateral, and shall be
deemed effective and perfected as of the Petition Date without the
need of the execution or filing by Debtor or
BPPR of any additional security agreements, pledge agreements,
financing statements or other agreements.

A copy of the stipulation is available for free at:

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

                          *     *     *

The Debtor has filed a motion seeking to amend its summary of
schedules and schedule B of its schedules of assets and liabilities
and to update its statement of financial affairs.

                       About Alonso & Carus

Alonso & Carus Iron Works, Inc., sought Chapter 11 protection
(Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on
March 27, 2015.  The case is assigned to Judge Enrique S. Lamoutte
Inclan.

The Catano, Puerto Rico-based debtor has filed schedules of assets
and liabilities, disclosing $23,028,113 in total assets and
$14,919,146 in total debts.

The Debtor on the Petition Date filed applications to employ
Charles A Curpill, PSC Law office, as counsel; and CPA Luis R.
Carrasquillo & Co, PSC as financial consultant.



ASR 2401 FOUNTAINVIEW: Court Confirms Sale-Based Plan
-----------------------------------------------------
ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC, won
confirmation of a Chapter 11 plan of reorganization that
contemplates the sale of the Debtors' lone asset, the 2401
Fountainview building in Houston, Texas, to Jetall Real Estate
Development.

The buyer, Jetall, is a Choudhri family-owned real estate
investment and management company that began operations in London
in 1961.  Jetall is owned or controlled by Ali Choudhri and has
assumed partial or complete control over Preferred Income Partners
IV's interest in the Debtors.

Jetall has managed the 2401 Fountainview building since January
2015.  After Preferred Income Partners IV ("PIP"), the Class A
limited partner, assumed control of the Debtors from American
Spectrum Realty Operating Partnership, L.P., the Class B limited
partner, PIP selected Jetall to manage the 2401 Fountainview
building beginning in January 2015.  Jetall has assumed partial or
complete control over PIP's interest in the Debtors.

The Debtors' real property is encumbered by several secured claims.
Debtors executed a note, in the original principal amount of $12.75
million, secured by a first lien in the property.  The note is
presently held by JPMCC 2006-LDP7 Office 2401, LLC ("JP Morgan").
Dansk ASR Investments, LLC, and Petrochem Development I, LLC,
assert second and third liens, respectively, in the property.

The Plan provides for payment of JP Morgan's secured claim on the
closing date of the sale.  The Plan provides for deferred payments
to Petrochem and Dansk in reduced amounts.  The Plan provides for
payment in full of priority claims and unsecured claims on the
distribution date.  If there are any funds remaining after
satisfaction of the preceding claims, the plan provides that the
remainder will be distributed to PIP.

Under the Plan, JPMorgan will recover 100% of its $10.9 million
claim.  Petrochem will have a 57% recovery on its $1.75 million
claim.  Dansk will have a 57% recovery on its $4.37 claim.  Holders
of priority claims estimated at $81,700 and unsecured claims
estimated at $196,000 will recover 100 cents on the dollar.  

Petrochem and Dansk were entitled to vote on the Plan.  Votes were
not solicited from JPMorgan as it was deemed to have accepted the
Plan.  JPMorgan submitted a written objection to confirmation of
the Plan.

The distribution agent will distribute the proceeds of the sale to
creditors.  The Debtor selected Ronald Sommers as distribution
agent.  Mr. Sommers will be compensated at his normal hourly rate
of $450 per hour.

                 Dansk and Petrochem Settlement

Dansk and Petrochem voted in favor of the Plan after reaching a
settlement agreement with the Debtors, PIP and Jetall.

Dansk filed a secured claim $4.16 million while Petrochem asserted
a secured claim of $1.78 million for loans provided prepetition.
The Debtors and PIP objected to the claims on grounds that previous
management did not have the authority to encumber the assets of the
LP debtor.  Dansk and Petrochem claim to have funded $4,750,000 at
the direction of the Debtors.

The Debtors and Dansk originally filed competing plans in the
Chapter 11 case.  In its plan, Dansk sought to purchase 2401
Fountainview for $15,400,000.  The Debtors' original plan provided
for Dansk and Petrochem not to receive any distribution unless the
Bankruptcy Court determines that their claims are allowed.

Following negotiations, the parties reached a settlement, which are
incorporated to the Debtors' Third Amended Plan.  The salient terms
of the settlement are:

  1. Recognition of Petrochem's secured claim as an allowed secured
claim in the reduced amount of $1,000,000.

  2. Recognition of Dansk's Secured Claim as an Allowed Secured
claim in the reduced amount of $2,500,000.

  3. Purchase of 2401 Fountainview by Jetall for a price of
$15,300,000.  The price may be increased above $15,300,000.00 at
the discretion of Jetall.

  4. In the event that Jetall pays a purchase price for 2401
Fountainview in excess of $15,300,000, and the sales proceeds are
used to pay claims (exclusive of any PIP claim, including the PIP
Equity Interest), the Dansk Allowed Secured Claim may be reduced by
50% of the difference between the actual purchase price and
$15,300,000 up to a maximum reduction of $175,000.

  5. In the event the JPMorgan Secured Claim is reduced in claimed
prepetition or postpetition interest, prepayment premium, yield
maintenance premium, forbearance fees, attorneys' fees, or other
charges, the Dansk Allowed Secured Claim will be increased in an
amount equal to 50% of such reduction.

In the event that the Plan is confirmed, and Dansk and Petrochem
are not paid on or before the 60th day following the confirmation
of the Plan, Dansk and Petrochem, or their designee(s), have the
right to bid on the Property and submit a credit bid.

                          Plan Confirmed

Judge Letitia Z. Paul approved the Third Amended Disclosure
Statement on May 21 and scheduled a May 25 hearing to consider
confirmation of the Plan.

At the confirmation hearing, Jeff Stein, a vice president with CB
Richard Ellis, testified that his firm has been engaged to provide
brokerage services to Jetall.  He testified that he believes Jetall
will be able to obtain the financing to purchase the property by
the end of June 2015.

Glen Bell, an executive vice president with Green Bank, N.A.,
testified that Green Bank has a lending relationship and depository
relationship with an affiliate of Jetall.  He testified that Green
Bank is interested in becoming a lender to Jetall for Debtors'
property, and has begun doing due diligence for Jetall's
acquisition of the property.  He testified that he believes Green
Bank will be able to provide financing for Jetall's acquisition of
the property.

Brad Parker, chief financial officer of Jetall, testified that
Jetall and its affiliates own approximately one million square feet
of office space, most of which is located in the Houston Galleria
area.  He testified that Jetall purchases properties using a
mixture of equity and debt financing.  He testified that, if the
plan is confirmed, Jetall will be able to close the purchase of the
property by the end of June 2015.

Tom Mock, an officer of the manager of PIP, testified that Dansk
and Petrochem voted in favor of the plan.  No other votes were
cast.  He testified that the plan is proposed in good faith, and
not by any means forbidden by law.  He testified that each class
has accepted the plan or is unimpaired.  He testified that he does
not know whether Debtors have engaged an appraiser or a broker to
opine as to the value of the property.

Accordingly, Judge Paul on May 29, 2015, entered an order
confirming the Plan.

A copy of the findings of facts and conclusions of law in
connection with the Debtors' Plan is available for free at:

      http://bankrupt.com/misc/ASR_2401_Plan_Memo.pdf

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

      http://bankrupt.com/misc/ASR_2401_Plan_Judgment.pdf

A copy of the Third Amended Disclosure Statement dated May 19,
2015, is available for free at:

      http://bankrupt.com/misc/ASR_2401_3rd_Am_DS.pdf

                           About ASR 2401

ASR 2401 Fountainview, LP, owns and operates a 10-story office
building located at 2401 Fountainview, Houston, Texas 77057 ("2401
Fountainview").  2401 Fountainview was purchased in February 2006.
The property is located at the southeast corner of Burgoyne Road
and Fountainview Drive.  The land contains approximately 3.5789
acres or 155,897 square feet.  The office building contains
approximately 179,726 square feet of net rentable space.

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014.  Each debtor estimated assets and
debt of $10 million to $50 million.

The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.

By an agreed order entered Jan. 6, 2015, Preferred Income Partners
IV, LLC, the limited partner of the LP Debtor, was allowed to
assume operational control with respect to the operation and
management of 2401 Fountainview, and the LP Debtor was authorized
to retain Jetall Companies, Inc. to manage the property.

JPMCC 2006-LDP7 Office, 2401, LLC, has a secured claim on account
of a $12,750,000 loan to the Debtor to finance the purchase of 2401
Fountainview.  Petrochem Development I, LLC, and Dansk ASR
Investment, LLC, also assert secured claims against the Debtors but
the Debtors are objecting to their claims.

The Debtors and Dansk have submitted competing Chapter 11 plans for
the Debtors.

Dansk is represented by Julia A. Cook, Esq., and Jeffrey M. Hirsch,
Esq., at Schlanger, Silver, Barg & Paine, LLP.  JPMCC 2006-LDP7
Office 2401, LLC, is represented by Sean B. Davis, Esq., and Joseph
G. Epstein, Esq., at Winstead PC.  Preferred Income Partners IV,
LLC, is represented by Harold N. May, Esq., at Harold "Hap" May,
PC.


ASR 2401 FOUNTAINVIEW: Court Overrules Objections to Plan
---------------------------------------------------------
Judge Letitia Z. Paul confirmed the Third Amended Plan of
Reorganization of ASR 2401 Fountainview, LP, and ASR 2401
Fountainview, LLC notwithstanding the objections filed by the Texas
Comptroller of Public Accounts ("Comptroller"); American Spectrum
Realty, Inc., American Spectrum Realty Operating Partnership, LP,
and American Spectrum Realty Management, LLC (the "American
Spectrum Parties"); and JPMCC 2006-LDP7 Office 2401, LLC ("JP
Morgan").

                       Comptroller Objection

The Comptroller objects to confirmation on grounds the Plan is not
clear as to the treatment of the Comptroller's priority and
administrative claims.  The Comptroller asserts that Debtors are
jointly and severally liable for the taxes of several interrelated
entities, including at least one of the American Spectrum Parties
(which is itself a debtor in a Chapter 11 case pending in the
Central District of California).

Judge Paul pointed out that the Comptroller presented no evidence
in support of its contention that Debtors owe the taxes of other
entities.  She notes that the Plan provides for payment of priority
claims on the Distribution Date, and of allowed administrative
claims on the Distribution Date or when the claim becomes allowed.
The Distribution Date is defined to occur no more than 10 days
after closing of the sale of the property.

With respect to the Comptroller's asserted priority claim, that
claim is of the type entitled to priority under Section 507(a)(8)
of the Bankruptcy Code, and thus is entitled, pursuant to Section
1129(a)(9)(C), to deferred cash payments not to exceed five years.
The plan provides for payment in full no later than ten days after
closing of the sale.  The Court concludes that the plan satisfies
Section 1129(a)(9)(C) with respect to the Comptroller's asserted
priority claim.

With respect to the Comptroller's argument that the plan does not
provide for its administrative claim, the Comptroller presented no
evidence of its asserted administrative claim.  The Court concludes
that Debtors have sustained their burden of proof with respect to
the question of satisfaction of administrative claims.2

                    American Spectrum Objection

The American Spectrum Parties contend that the plan was not
proposed in good faith, because it provides for sale of the
property to Jetall Real Estate Development on a "sweetheart deal"
which diverts possible value away from the equity security holders
of the Debtors, including the American Spectrum Parties.  They also
object on grounds their claims are improperly classified.  They
also object on grounds the plan is not feasible.

Judge Paul ruled that the evidence before the court is that the
plan was developed based on a mediated settlement agreement among
the parties, including the American Spectrum Parties.  The mediated
settlement agreement provides that each of the parties and their
affiliates:

    ". . . forever release and discharge each other party from any
and all claims, demands, or suits, known or unknown, fixed or
contingent, liquidated or unliquidated, whether or not asserted in
this litigation, from the beginning of time through the effective
date of this Agreement, arising from or related to the events and
transactions which are the subject matter of the Lawsuit or the
Bankruptcy."

The Court finds that the American Spectrum Parties, by agreeing to
the mediated settlement agreement, have waived their objections
based on the amount of distribution to their class of claims.

With respect to the American Spectrum Parties' objection that the
plan was not proposed in good faith, the question of good faith
requires a consideration of the totality of circumstances.  Matter
of T-H New Orleans L.P., 116 F.3d 790 (5th Cir. 1997).  In the
instant case, Debtors have proposed a plan providing for payment of
all creditors in full.  The creditors objecting to confirmation on
grounds of good faith were participants in a mediated settlement
agreement that formed the basis for the plan.  The Court concludes
that the plan was proposed in good faith.

With respect to the American Spectrum Parties' argument that the
plan improperly classifies their claims, the argument is based on
unfair discrimination against the American Spectrum Parties'
claims. However, in the mediated settlement agreement, the American
Spectrum Parties agreed to release their claims in exchange for the
agreed treatment in the term sheet that formed the basis of the
plan.  The Court concludes that the American Spectrum Parties'
objection on classification grounds is without merit.

With respect to the American Spectrum Parties' objection based on
feasibility, the testimony of Stein, Bell, Parker, and Mock all
support the notion that Jetall will be able to obtain the financing
necessary to close the transaction contemplated under the plan.
The Court concludes that the plan is feasible.

                        JP Morgan Objection

JP Morgan objects to confirmation on five grounds:

     1. JP Morgan asserts that the plan impermissibly eliminates
its right to credit bid.

     2. JP Morgan asserts that the plan provides an impermissible
injunction in favor of the Debtors.

     3. JP Morgan asserts that the plan incorporates a Mary Carter
agreement, which is invalid under Texas law, and thus violates
Section 1129(a)(3)'s requirement that the plan be "proposed in good
faith and not by any means forbidden by law."  

     4. JP Morgan asserts that the plan fails to provide adequate
means for its implementation, because it does not provide for
Debtors to retain any funds it could use to prosecute its claims
and causes of action.  

     5. JP Morgan asserts that the plan allows for delays in
payment of JP Morgan's claim, beyond the time contemplated in this
court's previous agreed order on JP Morgan's motion for relief from
stay.

The Court said JP Morgan's credit bid argument is without merit.
With respect to JP Morgan's argument that the plan impermissibly
eliminates its right to credit bid, citing RadLAX Gateway Hotel v.
Amalgamated Bank, --- U.S. ----, 132 S.Ct. 2065 application of the
"fair and equitable" standard of Section 1129(b)(2)(A) in a
cramdown situation.  In the Debtor's plan, JP Morgan's claim is
unimpaired.  Thus the cramdown provisions are not implicated.  

With respect to JP Morgan's argument that the plan provides an
impermissible injunction against collection actions against the
Debtors post-confirmation, the plain language of the Bankruptcy
Code does not prohibit the granting of such an injunction.  This
court is not required to follow In re Bigler LP, 442 B.R. 537
(Bankr. S.D. Tex. 2010), and does not find that the injunction in
this plan is equivalent to a discharge, as prohibited by Section
1141(d)(3).

With respect to JP Morgan's argument that the agreement with Dansk
is a "Mary Carter" agreement prohibited under Texas law, no
evidence was presented to support the contention that the mediated
settlement is such an agreement.  The Court concludes that the
objection regarding a "Mary Carter" agreement is without merit.

With respect to JP Morgan's argument that the plan fails to provide
for adequate means for its implementation, no evidence was
presented as to any causes of action for which there will be
insufficient funds to pursue.  The Court concludes that this
objection is without merit.

With respect to JP Morgan's argument that the plan impermissibly
provides for the possibility of delay in the payment of JP Morgan's
claim, nothing in the plan eliminates the effect of the failure to
pay JP Morgan's claim on or before June 30, 2015 as a "Stay Relief
Event" under the agreed order on JP Morgan's motion for relief from
stay.  The Court concludes that this objection is without merit.
The Court concludes that the Plan should be confirmed.

Spectrum is represented by:

         Robert E. Opera, Esq.
         Jeannie Kim, Esq.
         WINTHROP COUCHOT PROFESSIONAL CORPORATION
         660 Newport Center Drive, Fourth Floor
         Newport Beach, CA 92660
         Telephone: (949) 720-4100
         Facsimile: (949) 720-4111
         E-mail: ropera@winthropcouchot.com
                 jkim@winthropcouchot.com

The Comptroller is represented by:

         KIMBERLY A. WALSH
         Assistant Attorney General
         Bankruptcy & Collections Division MC 008
         P. O. Box 12548
         Austin, TX 78711-2548
         Telephone: (512) 475-4863
         Facsimile: (512) 936-1409
         E-mail: Kimberly.Walsh@texasattorneygeneral.gov

JP Morgan is represented by:

         Joseph G. Epstein, Esq.
         Sean B. Davis, Esq.
         WINSTEAD PC
         1100 JPMorgan Chase Tower
         600 Travis Street
         Houston, Texas 77002
         Tel: (713) 650-8400
         Fax: (713) 650-2400

                             The Plan

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC filed a a
Chapter 11 plan of reorganization that contemplates the sale of the
Debtors' lone asset, the 2401 Fountainview building in Houston,
Texas, to Jetall Real Estate Development.

The Debtors' real property is encumbered by several secured claims.
Debtors executed a note, in the original principal amount of $12.75
million, secured by a first lien in the property.  The note is
presently held by JPMCC 2006-LDP7 Office 2401, LLC ("JP Morgan").
Dansk ASR Investments, LLC, and Petrochem Development I, LLC,
assert second and third liens, respectively, in the property.

The Plan provides for payment of JP Morgan's secured claim on the
closing date of the sale.  The Plan provides for deferred payments
to Petrochem and Dansk in reduced amounts.  The Plan provides for
payment in full of priority claims and unsecured claims on the
distribution date.  If there are any funds remaining after
satisfaction of the preceding claims, the plan provides that the
remainder will be distributed to PIP.

                           About ASR 2401

ASR 2401 Fountainview, LP, owns and operates a 10-story office
building located at 2401 Fountainview, Houston, Texas 77057 ("2401
Fountainview").  2401 Fountainview was purchased in February 2006.
The property is located at the southeast corner of Burgoyne Road
and Fountainview Drive.  The land contains approximately 3.5789
acres or 155,897 square feet.  The office building contains
approximately 179,726 square feet of net rentable space.

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014.  Each debtor estimated assets and
debt of $10 million to $50 million.

The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.

By an agreed order entered Jan. 6, 2015, Preferred Income Partners
IV, LLC, the limited partner of the LP Debtor, was allowed to
assume operational control with respect to the operation and
management of 2401 Fountainview, and the LP Debtor was authorized
to retain Jetall Companies, Inc. to manage the property.

JPMCC 2006-LDP7 Office, 2401, LLC, has a secured claim on account
of a $12,750,000 loan to the Debtor to finance the purchase of 2401
Fountainview.  Petrochem Development I, LLC, and Dansk ASR
Investment, LLC, also assert secured claims against the Debtors but
the Debtors are objecting to their claims.

The Debtors and Dansk have submitted competing Chapter 11 plans for
the Debtors.

Dansk is represented by Julia A. Cook, Esq., and Jeffrey M. Hirsch,
Esq., at Schlanger, Silver, Barg & Paine, LLP.  JPMCC 2006-LDP7
Office 2401, LLC, is represented by Sean B. Davis, Esq., and Joseph
G. Epstein, Esq., at Winstead PC.  Preferred Income Partners IV,
LLC, is represented by Harold N. May, Esq., at Harold "Hap" May,
PC.


AVAGO TECHNOLOGIES: Moody's Reviews 'Ba2' CFR for Upgrade
---------------------------------------------------------
Moody's Investors Service placed the Ba2 Corporate Family Rating of
Avago Technologies Finance Pte. Ltd on review for upgrade following
the announcement of Avago's planned acquisition of Broadcom
Corporation. Avago has signed a definitive agreement to acquire
Broadcom for $37 billion in Avago shares and cash. Avago expects
the acquisition to close in early 2016.

Avago plans to fund the acquisition of the equity of Broadcom using
about $20 billion worth of Avago shares and $17 billion of cash
funded with about $9 billion of new debt and $8 billion of the cash
of the combined company. Avago has obtained $15.5 billion of
committed debt financing, which will be used to refinance $6.5
billion of debt and to provide the $9 billion of incremental debt.

The combined company will have considerable scale, with a revenue
base of about $15 billion. Moody's believes that the acquisition
combines two strong players with large research and development
scale and a more diversified, broad portfolio of complementary
semiconductor products serving the wireless communications,
wireless infrastructure, enterprise storage and industrial end
markets.

The review will focus on: (1) Avago's strategic plan to integrate
and grow the combined companies, as the acquisition of Broadcom
will result in a combined company revenue base of about $15 billion
(more than double Avago's trailing annual revenue); (2) the
composition of debt in the opening capital structure; (3) the plans
for deleveraging, including the intent to reduce debt and capacity
for earnings growth, and financial policy going forward; and (4)
the amount, timing and costs of achieving the synergies in the much
larger combined company, which management has estimated at about
$750 million.

Funding this acquisition will clearly result in higher leverage.
Based on the preliminary plan outlined by Avago, Moody's estimates
that debt to combined company EBITDA will be about 3.5x (Moody's
adjusted) at December 2015. This reflects both the $9 billion of
incremental acquisition debt and Broadcom's EBITDA margin profile,
which is lower than that of Avago. Still, based on Avago's public
comments, Moody's expects Avago will prioritize debt reduction
after investing in the business, producing an improving leverage
profile over time. Moreover, due to the scale of this acquisition
there are meaningful integration execution risks. Moody's expects
that the acquisition will also reduce liquidity of the combined
company, as Avago is likely to use about $8 billion of cash, though
Moody's anticipates free cash flow of over $2 billion, which should
allow for debt reduction and rebuilding cash balances.

On Review for Upgrade:

Issuer: Avago Technologies Finance Pte. Limited

  -- Probability of Default Rating, Placed on Review for Upgrade,
     currently Ba2-PD

  -- Corporate Family Rating, Placed on Review for Upgrade,
     currently Ba2

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Upgrade, currently Ba1 (LGD3)

Outlook Actions:

Issuer: Avago Technologies Finance Pte. Ltd.

  -- Outlook, Changed To Rating Under Review From Stable

Avago Technologies Finance Pte. Ltd, co-headquartered in San Jose,
California and Singapore, designs, develops, manufactures and sells
a broad array of analog/mixed-signal semiconductor components for
wireless communications, storage, wired infrastructure, and
industrial and automotive electronics.

Broadcom Corporation, founded in 1991, is headquartered in Irvine,
California. With $8.5 billion of revenue for the twelve months
ended March 2015, Broadcom is a leading fabless semiconductor
supplier, addressing both wired and wireless transmission of voice,
video, data and multimedia.

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


B&B ALEXANDRIA: Files Schedules of Assets and Liabilities
---------------------------------------------------------
B&B Alexandria Corporate Park TIC 10, LLC, filed with the U.S.
Bankruptcy Court for the District of Delaware, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $40,000,000
  B. Personal Property                $2,820
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $37,400,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $681,018
                                ------------     ------------
        TOTAL                    $40,002,820      $38,081,018

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

                       About B&B Alexandria

B&B Alexandria Corporate Park TIC 10 LLC filed Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 15-11053) on May 14,
2015.  The petition was signed by David H. Bralove, special
member.

The Debtor estimated assets and liabilities of $10 million to $50
million.  Cross & Simon LLC serves as the Debtor's counsel.  Judge
Kevin J. Carey presides over the case.


BARDIN PROFESSIONAL: Case Summary & 9 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Bardin Professional Center, LP
        2304 W. Bardin Road
        Grand Prairie, TX 75052

Case No.: 15-42232

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 1, 2015

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

Judge: Hon. Michael D. Lynn

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  WRIGHT GINSBERG BRUSILOW P.C.
                  Republic Center, Suite 4150
                  325 North St. Paul Street
                  Dallas, TX 75201
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  Email: pkeiffer@wgblawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Philip Galyen, president of Landmark
Holdings, GP, Inc., General Partner of the Debtor.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb15-42232.pdf


BAXANO SURGICAL: Wants June 30 Admin. Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on June 3, 2015, at 2:00 p.m., to consider the second
request of Baxano Surgical, Inc., to fix the bar date for filing
certain postpetition administrative claims.

Th Debtor is asking the Court to establish June 30, 2015, at 4:00
p.m., as the bar date for filing requests for the allowance of
administrative claims incurred from April 7, 2015, until May 31.

According to the Debtor, having a clear understanding of the
potential amount of administrative claims, well as the persons and
entities asserting such claims, will assist the Debtor and other
parties-in-interest in connection with proceedings with respect to
confirmation of the Plan.  Establishment of a bar date to quantify
the potential administrative claims for the period from April 7,
until May 31, along with the administrative claims from the
Petition Date until April 6, is a necessary step in that process.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor, in an amended schedules, disclosed $24,810,590 in
assets and $26,984,139 in liabilities as of the Chapter 11 filing.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan
Lokey is serving as the Debtor's investment banker.  Rust
Consulting Omni is the claims and noticing agent.

The Debtor filed with the Court a Chapter 11 liquidating plan
following the sale of all of its operating assets.

Following the Effective Date, a liquidation trustee will liquidate
the remaining accounts receivable, rights to return of deposits,
refunds of unearned insurance premiums and preference claims.  In
addition, assuming a law firm can be identified that is willing to
undertake an investigation of the viability of any Causes of Action
against current and former directors and officers, on terms
acceptable to the Liquidation Trustee, the investigation will be
undertaken.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.


BERNARD MADOFF: SIPC Praises Trustee on $35M Recovery Agreement
---------------------------------------------------------------
The Securities Investor Protection Corporation on June 1 praised
the latest achievement of Madoff Trustee Irving H. Picard, who
filed a motion on May 29 in the United States Bankruptcy Court for
the Southern District of New York seeking approval of $35 million
in recovery agreements with Ariel Fund Limited and Gabriel Capital,
L.P.

Under the agreement, the trustee will recover 100 percent of the
transfers made to the two funds.

SIPC President Stephen Harbeck said: "These settlements are
substantial additions to the Trustee's fund of 'customer property.'
They show the critical importance of powers given by the
Bankruptcy Code and the Securities Investor Protection Act to
trustees seeking to recover assets for the victims of Madoff's
Ponzi Scheme.  The settlements are a continuation of the Trustee's
efforts to maximize the return to victims.  This will make for a
far more equitable distribution to those Madoff customers who have
not yet received a return of all of their principal."

Further, because SIPC pays for all administrative expenses,
including legal fees, every penny of the recovered funds will be
distributed to the victims.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion.  When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.



BERNARD MADOFF: Trustee Seeks Approval of Ariel Fund Settlement
---------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), filed a motion on Friday, May 29 in the United States
Bankruptcy Court for the Southern District of New York seeking
approval of a settlement agreement with Bart M. Schwartz, the
court-appointed Receiver for Ariel Fund Limited and Gabriel
Capital, L.P.

Under the terms of the agreement, the settlement with Ariel Fund
Limited will immediately benefit the BLMIS Customer Fund by
approximately $17.9 million, and the settlement with Gabriel
Capital, L.P. will benefit the BLMIS Customer Fund by approximately
$17 million.  These payments by both Ariel Fund Limited and Gabriel
Capital, L.P. represent 100 percent of the amount transferred from
BLMIS to the funds.  The approval hearing has been set for June 24,
2015 at 10:00 a.m.

The SIPA Trustee seeks to recover at least an additional $280
million against J. Ezra Merkin, Ascot Partners LP, Ascot Fund Ltd.,
and Gabriel Capital Corporation, and the claims against those
defendants remain unresolved.

Ariel Fund Limited and Gabriel Capital, L.P. will be entitled to
allowed claims and the corresponding catch-up payments based on the
five pro rata interim distributions made in the SIPA liquidation of
BLMIS to date.  Ariel Fund Limited will receive an allowed claim of
approximately $189.4 million and will be entitled to a catch-up
payment of approximately $92.4 million.  Gabriel Capital, L.P. will
receive an allowed claim of approximately $178.4 million and will
be entitled to a catch-up payment of approximately $87.1 million.
Both funds will then continue to receive future distributions,
along with all other BLMIS customers with allowed claims who are
not yet fully satisfied.

Lan Hoang, a partner at BakerHostetler, the court-appointed counsel
to the SIPA Trustee, stated, "The SIPA Trustee's motion asks that
the agreement be approved because it confers significant benefits
not only to the BLMIS Customer Fund but also to the investors of
Ariel Fund Limited and Gabriel Capital, L.P.  The agreement is also
structured to bar direct distributions from either fund to J. Ezra
Merkin and Gabriel Capital Corporation until those two parties'
obligations under a separate settlement made with the New York
Attorney General have been fully satisfied."

One hundred percent of the SIPA Trustee's recoveries will be
allocated to the BLMIS Customer Fund for distribution to customers
with allowed claims.  To date, the SIPA Trustee has recovered more
than $10.699 billion and has distributed approximately $7.576
billion, which includes more than $825.5 million in committed
advances from the Securities Investor Protection Corporation
(SIPC).  Once the agreement is approved by the Bankruptcy Court,
the total BLMIS Customer Fund recoveries will total $10.734
billion.

The costs associated with the SIPA Trustee's recovery and
settlement efforts are paid in full by SIPC, which administers a
fund drawn upon assessments on the securities industry.  No fees or
other costs of administration are paid from the recoveries obtained
by the SIPA Trustee for the benefit of the BLMIS Customer Fund.

The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/ Bankr.
S.D.N.Y., No. 08-01789 (SMB) / Adv. Pro. No. 09-01182 (SMB).  In
addition, the motion -- as well as further information on
recoveries to date, other legal proceedings, further settlements,
and general information -- can be found on the SIPA Trustee's
website: www.madofftrustee.com

In addition to Ms. Hoang, the SIPA Trustee and David Sheehan, Chief
Counsel to the SIPA Trustee, would like to thank the Securities
Investor Protection Corporation's Kevin Bell as well as
BakerHostetler attorneys Brian Song, Seanna Brown, and Stacy Dasaro
who assisted with the work on this settlement.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion.  When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.



BIRMINGHAM COAL: Court Issues Joint Administration Order
--------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama issued an order directing joint
administration of the Chapter 11 cases of Birmingham Coal & Coke
Company, Inc., Cahaba Conservation and Reclamation, LLC, and RAC
Mining, LLC, under lead case no. 15-02075.

                       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: Has Interim Nod to Use Regions Cash Collateral
---------------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama gave Birmingham Coal & Coke Company,
Inc., et al., interim authority to use cash collateral for general
working capital purposes and general corporate purposes relating to
the postpetition operations, and payment of the costs and expenses
associated with the Chapter 11 cases.

The Debtors are authorized to use Cash Collateral through the
earlier of (i) July 10, 2015, (ii) the occurrence of a Cash
Collateral Termination Event; and (iii) the entry of a final order
authorizing the use of Cash Collateral.

As of the Petition Date, the amounts due and owing to Regions Bank,
Regions Equipment Finance Corporation and Regions Commercial
Equipment Finance, LLC, under several financing documents are as
follows:

   (1) Aggregate unpaid principal on the Financing Documents in
       the amount of $15,942,769.58;

   (2) Accrued but unpaid interest on the Financing Documents as
       of the Petition Date in the amount of $62,572.49 and
       contractual pre-payment penalties of $368,339.60;

   (3) Unliquidated, accrued and unpaid fees and expenses of
       Regions and its professionals incurred through the Petition
       Date, which amounts will be reimbursed to Regions through
       the Budget.

In addition to the above amounts there 3 unfunded Letters of Credit
outstanding as follows: (i) 301,935.50; (ii) 1,429,793.00; and
(iii) 37,374.35.

The final hearing on the motion will be held on July 8, 2015, at
10:00 a.m.

Regions is represented by:

         Joe A. Joseph, Esq.
         BURR & FORMAN, LLP
         420 North 20th Street, Suite 3400
         Birmingham, AL 35203
         Email: jjoseph@burr.com

                       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.


BRIAR'S CREEK: Court Approves $7.4 Million Cash Sale of Assets
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Briar's Creek Golf, LLC, doing business as The Golf Club
at Briar's Creek, to sell substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $7,400,000 in
cash plus the assumption of certain liabilities.

According to the Debtor, the sale of the purchased assets is a
prerequisite to the ability of Debtor to confirm and consummate a
plan or plans of liquidation.

Pursuant to the asset purchase agreement, as amended, the purchaser
agreed to pay an aggregate purchase price of approximately
$11,300,000 plus assumption of the liabilities under the Debtor's
executory contracts for the purchased assets.

As set forth in the APA, the purchase price is primarily comprised
of $7,400,000 in cash consideration, assumption of the
approximately $3,900,000 secured debt owed to Edward L. Myrick,
Sr., and assumption of all of the post-closing liabilities owed
under the Debtor's leases and executory contracts.

The purchaser has also agreed that, at closing, it will provide a
$2,000,000 capital infusion to the new club formed by the
purchaser for its operations and capital improvements.

The Debtor is authorized to use sale proceeds to pay the
approximately $2,851,000 secured claim of SouthCoast Community Bank
in full at closing.  The Debtor will hold all remaining sale
proceeds pending confirmation of the Debtor's Plan or further
order(s) of the Court.

A copy of the Amended APA is available for free at:

   http://bankrupt.com/misc/BRIARSCREEK_160_apa_amendment.pdf

                         About Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $11.3 million,
which consists of $7.4 million in cash and assumption of the $3.9
million secured debt owed to Edward L. Myrick, Sr., plus assumption
of the post-closing liabilities under the Debtor's executor
contracts.

The Hon. John E. Waites presides over the bankruptcy case.

The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel
J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina.

The Debtor also filed an application to appoint Ouzts Ouzts &
Company, as the Debtor's accountants, and accounting firm of Dixon
Hughes to file tax returns and do other related accounting
functions.  The Debtor aso tapped Keen Summit as its business
broker to assist in the marketing and sale of assets.



BRINTON MANOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Brinton Manor Realty, LLC
        1875 East 9th Street
        Brooklyn, NY 11223

Case No.: 15-42613

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 1, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: David Carlebach, Esq.
                  THE CARLEBACH LAW GROUP
                  55 Broadway, Suite 1902
                  New York, NY 10006
                  Tel: (347) 329-1241
                  Fax: (646) 355-1916
                  Email: david@carlebachlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leib Puretz, managing member.

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


BUILDING #19: Committee Settles Disputes Over Posternak Retention
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Building #19, Inc., Beth Cohen and the Elovitz entities had
reached a settlement in relation to the disputes regarding the
Committee's retention of David J. Reier of the Law Firm Posternak
Blankstein & Lund LLP as special counsel.

The parties will file the executed settlement agreement, and a
motion to approve same.  The Hon. Frank J. Bailey of the U.S.
Bankruptcy Court for the District of Massachusetts will hold a
hearing on June 11, 2015, at 2:00 p.m., to consider approval of the
motion.  Objections, if any, are due June 9, at 4:30 p.m.   

In the event that no objections are filed, the Court may, in its
discretion, cancel the hearing and approve the settlement.

The Elovitz Parties had opposed the second application of the
Committee to retain Mr. Reier, stating that Posternak's
representation of both Beth Cohen and the Committee resulted in an
irreconcilable conflict.  The Elovitz Parties hold the overwhelming
majority, by amount, of the claims asserted in the case.

                   Second Employment Agreement

As reported in the Troubled Company Reporter on April 17, 2015,
the Committee is asking the Bankruptcy Court to:

   (a) approve an expansion of the current employment of the law
       firm Posternak Blankstein & Lund LLP ("Posternak") as
       special counsel to investigate and prosecute, on behalf of
       the bankruptcy estates of Building #19, Inc. ("B19") and
       affiliates derivative claims that the Committee has
       previously been authorized to bring, all as more fully set
       forth herein, initially on an hourly rate basis, and then
       on a contingency fee basis in accordance with a certain
       Engagement/Fee Agreement ("Second Employment Agreement");
       and

   (b) approve the Second Employment Agreement in its entirety,
       and the grant of administrative priority to any and all
       out-of-pocket expenses of Posternak reasonably incurred in
       connection such employment from and after the effective
       date of such employment.

As set forth in the Second Employment Agreement, Posternak's
employment will be comprised of two phases.  In the first phase,
Posternak will initiate a more formal and detailed investigation of
some of the claims the Committee has thus far preliminarily
identified as a result of their informal discovery. This
investigation will take the form of a number of Rule 2004 exams of
some of the Elovitz Entities and other third parties, including,
without limitation, deposition testimony and document production.
Posternak will receive as compensation for such services a fee
based on its customary hourly rates in effect at the time such
services are rendered, plus disbursements. Posternak will have an
administrative expense priority claim for such compensation and
reimbursement of expenses.

Thereafter, Posternak will file one or more adversary complaints or
lawsuits asserting such claims against such Elovitz Entities or
other parties as mutually agreed by and between the Committee and
Posternak. Upon the filing of a complaint by Posternak, the fee
arrangement will be converted to a contingency fee, with all
previously earned fees "rolled into" the contingency fee - that
is - from and after the filing of a complaint by Posternak
initiating an adversary proceeding or other lawsuit, the fees
previously earned by Posternak on an hourly rate basis, together
with all future fees, shall be paid to Posternak solely on the
basis of actual recoveries. Posternak will receive as sole
compensation for services under the Second Employment Agreement one
third of all actual recoveries. Actual recoveries shall include all
cash received by any of the bankruptcy estates in partial or
complete satisfaction of claims brought by Posternak, whether by
enforcement or settlement, and shall be calculated without regard
to any claim or interest asserted by any Elovitz Entity or other
party to any portion thereof on account of distribution of
dividends or otherwise. Posternak shall be retained by the
Committee solely to investigate and prosecute claims and not to
defend the Committee or the bankruptcy estates or otherwise to
object to any claims that have been or might in the future be
asserted by any Elovitz Entity or other party.

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

                   About Building #19, Inc.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  The other debtors are (a) Paperworks #19,
Inc., Case No. 13-16430; (b) Beth's Basics, Inc., Case No.
13-16433; (c) Furniture #19, Inc., Case No. 13-16431; (d) PB&J Kids
#19, Inc., Case No. 13-16434; and (e) Footwear #19 Plus, Inc. Case
No. 13-16432.

Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy &
King, Professional Corporation, in Boston, Massachusetts, serve as
the Debtors' bankruptcy counsel. The Tron Group, LLC, serve as
their financial advisers.

The U.S. Trustee for Region 1 appointed five members to the
official committee of unsecured creditors.  Newburg & Company LLP
is the financial advisor to the Committee.



CABLE ONE: S&P Assigns 'BB' Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
corporate credit rating to Phoenix, Ariz.–based Cable One Inc.
The outlook is stable.

S&P also assigned a 'BBB-' issue-level rating and '1' recovery
rating to the company's proposed senior secured credit facility,
due 2020, which will consist of a $200 million revolver and a $100
million term loan A.  The '1' recovery rating indicates S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.

At the same time, S&P assigned a 'BB' issue-level rating and '3'
recovery rating to Cable One's proposed senior unsecured notes due
2022.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; higher end of the range) recovery in the event
of a payment default.

Proceeds from the unsecured notes will be used to fund a dividend
to GHC prior in conjunction with the spin-off transaction.

"The ratings on Cable One reflect competitive pressures from
satellite providers for video services and from the incumbent
telephone companies for data and phone service," said Standard &
Poor's credit analyst Eric Nietsch.

The ratings also reflect the company's small scale and low system
densities, penetration rates for video, data, and telephone service
that are significantly below the industry average; and sharply
declining basic video subscribers.  Partial mitigating factors
include solid EBITDA margins, in the mid-30% range, and a
still-dominant position as an incumbent provider of pay-TV and
broadband services.  These factors lead to S&P's "fair" business
risk assessment.

The stable rating outlook reflects S&P's expectation for declining
video subscribers, which is largely offset by growth from HSD and
commercial services and slowly improving margins such that leverage
remains in the mid-2x area over the next year.  While S&P believes
the company could increase leverage modestly to accommodate
acquisitions or shareholder-friendly initiatives, it expects that
leverage will remain supportive of the current rating.

S&P believes a downgrade is unlikely over the next 12 months.
Longer term, it could lower the rating if acquisitions, share
repurchases, or dividends to shareholders push leverage above 4x.
Additionally, if operating performance deteriorates, including
substantially lower revenue from video services in conjunction with
a slowdown in data and commercial revenue, which causes margin
contraction and leverage above 4x, S&P could also lower the rating.


Although unlikely given S&P's business risk assessment, it could
raise the ratings if it believes that Cable One would maintain
leverage comfortably below 2.5x on a sustained basis.  S&P believes
this would be accompanied by a change in financial policy.



CASA EN DENVER: Court Approves YIPCPA LLC as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Casa Media Partners LLC and Casa En Denver Inc. to
employ YIPCPA LLC dba Yip Associates as their accountants and
financial advisors.

The firm will:

   a) review of all financial information prepared by the Debtor,
including but not limited to a review of the Debtors' financial
information as of the Petition Date, including, but not limited to
examining its assets and liabilities;

   b) assist with the preparation of Debtors' schedules, statement
of financial affairs and other required information;

   c) assist with the preparation of reports required by the
Bankruptcy Court, the Office of the United States Trustee, the
Creditors' Committee and other parties in interest in this Chapter
11 case, including, without limitation, monthly operating reports;

   d) prepare any necessary financial projections in conjunction
with the Debtors' future Chapter 11 plan;

   e) review and analyze the organizational structure of and
financial interrelationships among the Debtors' principals,
affiliates if any, including a review of the books of such
companies as may be required;

   f) review and analyze transfers to and from the Debtors to third
parties, both pre-petition and post-petition;

   g) provide tax advice and preparation of the Debtors' estate tax
return; and

   h) render any such other assistance in the nature of accounting
services as the Debtors may deem necessary.

The Debtors said the firm's associates has agreed to perform the
foregoing services at the ordinary and usual hourly billing rates
of its members who will perform services on this matter.

Maria M. Yip, CPA, founder and president of the firm, assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Ms. Yip can be reached at:

   Maria M. Yip
   YIPCPA LLC
   2 S. Biscayne Blvd, Suite 2690
   Miami, FL 33131
   Tel: 305.787.3572
   Fax: 1.888.632.2672
   
Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015.  The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases.  The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel.  According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.


CASA EN DENVER: Gets Court OK to use Cash Collateral Until June 30
------------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida issued a second interim order
authorizing Casa Media Partners, LLC, and Casa en Denver, Inc. to
use cash collateral in which Bank of Commerce asserts a security
interest until June 30, 2015.

The Court will conduct a final hearing on the Debtors' motions on
June 25, 2015 at 3:00 p.m., United States Bankruptcy Court, C.
Clyde Atkins United States Courthouse, 301 North Miami Avenue,
Courtroom 4 in Miami, Florida.

As reported on the Troubled Company Reporter on April 22, 2015, the
Debtors asserted that without access to cash collateral, their
estates would not have the necessary funds to satisfy their
obligations.

Casa Media allegedly owes Bank of Commerce $4,229,320 while Casa en
Denver allegedly owes the Bank approximately $7,773,489.

Regardless of the Bank's status as an over-secured creditor, the
Debtors seek to provide adequate protection for the use of Cash
Collateral to the extent Bank of Commerce has a security interest.
The Debtor proposes to grant the Bank replacement liens on
post-petition property acquired through the use of cash
collateral.

Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015.  The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases.  The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel.  According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.


CENTURY ALUMINUM: Moody's Raises CFR to 'B2', Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Century Aluminum Company's
Corporate Family Rating and Probability of Default Rating to B2 and
B2-PD from B3 and B3-PD respectively. The rating on the senior
secured notes due 2021 was affirmed at B3. At the same time,
Moody's assigned an SGL-2 speculative grade liquidity rating. The
outlook is stable.

The upgrade reflects the improvement in Century's operating
performance and debt protection metrics, which are seen as largely
sustainable on an improved cost position.

Upgrades:

Issuer: Century Aluminum Company

  -- Corporate Family Rating (Local Currency), Upgraded to B2
     from B3

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

Affirmations:

  -- Senior Secured Regular Bond/Debenture (Local Currency) due
     2021, Affirmed B3, LGD4

Assignments:

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

  -- Outlook, Changed To Stable From Negative

Century's 'B2' CFR considers the strong turnaround in the company's
performance, which has contributed to more solid debt protection
metrics as evidenced by the EBIT/interest and debt/EBITDA ratios of
9.6x and 1x for the twelve months ended March 31, 2015. The
stronger performance reflects, in large part, growing volumes (due
to the 2013 acquisition of Sebree and the December 2014 acquisition
of the remaining 50.3% interest in the Mt. Holly smelter) the more
favorable energy cost position at a majority of the company's US
smelters as well as the historically high delivery premiums in 2014
and into early 2015. The premiums significantly enhanced the
realized price of aluminum over LME prices. The rating also
recognizes the stability of Century's alumina supply and aluminum
offtake, all of which is under contract with Glencore (Baa2,
stable). However, the rating incorporates Century's relatively
small size, sensitivity to movement in energy prices and exposure
to aluminum market fundamentals. In addition, the rating reflects
the expectation that premiums will be significantly less than seen
in 2014 and early 2015, when the Midwest premium hovered around
$0.20/lb. On slowing demand and high exports from China, the
Midwest premium has collapsed to around $0.10/lb. On the lower
premium levels, Century's metrics will weaken from current levels
but remain appropriate for a B2 rating.

The SGL-2 speculative grade liquidity rating reflects the company's
good liquidity position, supported by $226 million in cash at March
31, 2015, strong cash flow generating ability, manageable capital
expenditures and lack of material debt maturities over the next
several years. Liquidity is also supported by an up to $150 million
asset backed lending facility in the US (ABL) and a $50 million
revolving credit facility to its Iceland subsidiary Nordural
Grundartangi ehf.

The rating on the senior secured notes reflects their weaker
position in the capital structure behind the company's $150 million
ABL (unrated). The secured notes benefit from a second priority
lien on all domestic assets other than inventory and accounts
receivable which are pledged on a first lien basis to the ABL,
stock of domestic subsidiaries and 65% of stock of foreign
subsidiaries. Because the company does not currently have domestic
first lien funded debt other than the ABL, the secured notes
effectively have a first lien claim on the domestic assets not
pledged to the ABL.

The rating could be upgraded should the company demonstrate a
sustainable EBIT margin of 8%, EBIT/interest of greater than 3.5x
and (cash flow from operations less dividends)/Debt of at least
15%. The rating could be downgraded should the EBIT margin be
sustained at less than 5%, EBIT/interest at less than 2x and (cash
flow from operations less dividends)/Debt at less than 10%.

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

Headquartered in Chicago, Illinois, Century is a primary aluminum
producer in North America and Iceland with ownership interests in
five aluminum production facilities. The company also produces
carbon anodes at its Century Vlissingen facility in the Netherlands
and has a 40% interest in BHH, a carbon anode, cathode and
graphitized products producer in China. Revenues for the twelve
months ended March 31, 2015 were $2.1 billion.


CHEYENNE HOTELS: U.S. Trustee Seeks Dismissal of Ch. 11 Case
------------------------------------------------------------
Patrick S. Layng, United States Trustee for Region 19, asks the
United States Bankruptcy Court for the District of Colorado to
dismiss the Chapter 11 case of Cheyenne Hotels LLC, saying cause
exists for the dismissal of the case under Section 1112(b)(4)(K) of
the Bankruptcy Code because the Debtor is delinquent on the payment
of U.S. Trustee Quarterly Fees in the amount of $19,500.

The United States Trustee is represented by:

        Daniel J. Morse, Esq.
        Assistant U.S. Trustee
        UNITED STATES DEPARTMENT OF JUSTICE
        Office of the United States Trustee
        308 West 21st Street, Room 203
        Cheyenne, WY 82001
        Telephone: (307)772-2790
        Facsimile: (307)772-2795         

                     About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &

Suites in Colorado Springs, Colorado, filed for Chapter 11

bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.

Judge A. Bruce Campbell presides over the case, taking over
from
 Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas
F. Quinn
 PC, serves as the Debtor's counsel.



Cheyenne Hotels estimated $10 million to $50 million in both

assets and debts. The petition was signed by Tanveer Khan,

manager.



Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11

bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on

June 28, 2011, disclosing assets of $12,912,702 and liabilities
of
 $8,074,325 as of the Petition Date. Thomas F. Quinn, Esq.,
also
 represents Hotel Investments.



Hotel Investments won confirmation of its own Chapter 11 plan on

Aug. 16, 2013. A copy of the Third Amended Plan of Reorganization

dated Aug. 5, 2013, is available at no charge at:

http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF



No committee of creditors or equity security holders has
been
appointed in the Debtors' cases.



As reported by the Troubled Company Reporter on Jan. 6, 2014,
the
U.S. Trustee for Region 19 sought dismissal of the Hotel LLC
case.
 Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne
Hotels 
has been afforded the protections of the Bankruptcy Code
for over
 two years but has failed to confirm a Chapter 11 Plan.
Meanwhile, 
the bankruptcy estate continues to accrue
administrative expenses,
including professional fees, which are
diminishing the bankruptcy
 estate.




CHRYSLER GROUP: Old Co. Squashes Clutch Maker's Adversary Suit
--------------------------------------------------------------
Law360 reported that auto parts manufacturer FTE Automotive USA
Inc. failed in a bid for declaratory judgment in New York federal
court that it doesn’t have to provide liability insurance to Old
Chrysler in a proposed class action in Texas over allegedly
defective clutches FTE sold to the automaker before it went
bankrupt.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
dismissed FTE's adversary complaint against Old Chrysler, formally
known as Old Carco LLC, finding that FTE didn't prove there was any
controversy between it and Old Chrysler or the liquidation trust
handling Old Chrysler's assets under the car maker's bankruptcy
plan.

The judge said that Old Chrysler assigned any rights it may have
against FTE to its liquidation trust, which has made repeated
assurances that it won't participate in the Texas federal class
action, the report related.

The case is FTE Automotive USA Inc. v. Old Carco LLC et al., case
number 1:09-bk-50002, in the U.S. Bankruptcy Court for the Southern
District of New York.

                     About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC in
June 2009, formally sold substantially all of its assets to the new
company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CLEVELAND BIOLABS: Incurs $3.7-Mil. Net Loss in March 31 Quarter
----------------------------------------------------------------
Cleveland BioLabs, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $3.7 million on $607,300 of grants and contracts for
the three months ended March 31, 2015, compared with a net loss of
$1.9 million on $1.33 million of grants and contracts for the same
period last year.

The Company's balance sheet at March 31, 2015, showed $10.7 million
in total assets, $12.1 million in total liabilities, and a
stockholders' deficit of $1.41 million.

At March 31, 2015, the Company had cash, cash equivalents and
short-term investments which total $5.0 million.  Of that total,
$1.4 million ($0.7 million of cash and cash equivalents and $0.7
million of short-term investments) was restricted for the use of
our consolidated joint venture, Panacela, leaving $3.6 million
available for general use which management believes will be
sufficient to support operations into June 2015.  To ensure
continuing operations beyond that point, management is evaluating
all opportunities to secure additional financing, including
investments from non-controlling interests, the sale or license of
our drug candidates, the issuance of equity and additional revenues
from the U.S. or Russian governments.  Management believes that
sufficient sources of financing will be available to support
operations into the future, however there can be no assurances at
this time.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/tMXF9c
                          
Cleveland BioLabs, Inc. is a biopharmaceutical company whose most
advanced product candidate, entolimod is a radiation countermeasure

and an immunotherapy for oncology and other indications.  Based in

Buffalo, New York, the Company conducts business in the United
State
and Russia.

The Company reported net income of $35,400 on $3.7 million of
grants and contracts for the year ended Dec. 31, 2014, compared
with a net loss of $20.13 million on $8.49 million of grants and
contracts in 2013.

Following the 2014 results, Meaden & Moore Ltd. expressed
substantial  doubt about the Company's ability to continue as a
going concern, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency.





COLT DEFENSE: Enters Into Restructuring Support Agreement
---------------------------------------------------------
Colt Defense LLC and Colt Finance Corp. on June 1 disclosed that
they have entered into a restructuring support agreement with the
secured lenders under their $35.0 million senior secured term loan
facility and $72.6 million senior secured term loan.  The Secured
Lenders have agreed under the restructuring support agreement to
provide the necessary funding to achieve implementation and
effectiveness of the prepackaged plan of reorganization  previously
announced by the Issuers, if the Issuers decide to commence
prepackaged chapter 11 cases in connection with their previously
announced offer to exchange and consent solicitation for their
outstanding 8.75% Senior Notes due 2017 and related subsidiary
guarantees and solicitation of acceptances for the Prepackaged
Plan.  The restructuring support agreement provides the agreed-upon
terms for (i) debtor-in-possession credit facilities aggregating a
total of $15 million to be provided by the Secured Lenders and (ii)
new loans to be funded by the Secured Lenders upon effectiveness of
the Prepackaged Plan that would restructure all amounts outstanding
under the existing secured term loan facility and senior secured
term loan and the DIP Facilities.  Concurrently with entering into
their restructuring support agreement with the Secured Lenders,
Colt has obtained an indication from the landlord to its West
Hartford, Connecticut facility that the landlord will, subject to
certain conditions, extend Colt's existing lease for up to five and
a half years from the lease's existing expiration date upon the
Prepackaged Plan becoming effective.  In addition, Colt has
received an indication from certain of its equity holders that such
equity holders will, subject to certain conditions, provide an
additional equity investment in Colt upon the effectiveness of the
Prepackaged Plan.

As a result of entering into the restructuring support agreement
with the Secured Lenders, the Issuers are amending the terms of the
Exchange Offer and Consent Solicitation for the Old Notes and the
Prepackaged Plan Solicitation.  Holders of Old Notes who validly
tender their Old Notes and whose Old Notes are accepted by the
Issuers in the Exchange Offer will now receive the Issuers' 10.0%
Junior Priority Senior Secured Notes due 2021 in the amount set
forth in the table below.  If the Prepackaged Plan becomes
effective, holders of Old Notes will receive the New Notes on
substantially similar terms as the Exchange Offer.

CUSIP

19686TAA5
19686TAC1

Outstanding Principal Amount (in millions)

$250.0

Title of Old Notes to be Tendered

Issuers' 8.75%
Senior Notes due 2017

Title of New Notes to be Issued

Issuers' 10.0% Junior Priority Senior Secured
Notes due 2012

Exchange Consider (1) (2)

$450 in New Notes                
(1) Per $1,000 principal amount of Old Notes and including accrued
and unpaid interest on such Old Notes.  Holders of Old Notes
validly tendered (and not validly withdrawn) and accepted by the
Issuers in the Exchange Offer will receive accrued and unpaid
interest, if any, on their exchanged Old Notes up to, but not
including, the settlement date of the Exchange Offer in the form of
New Notes.  Such amount of accrued and unpaid interest is included
in the Exchange Consideration noted above that such holder will
receive in the Exchange Offer and the Consent Solicitation.

(2) The Issuers have committed to pay all reasonable fees and
expenses incurred by advisors to the Secured Lenders that are party
to the restructuring support agreement referenced above and certain
equity holders in connection with the consummation of the Exchange
Offer on the settlement date.  The Issuers will also agree to pay
all reasonable fees and expenses incurred by advisors to any
holders of Old Notes that elect to sign the restructuring support
agreement; provided, that if the fees and expenses of advisors to
the holders of Old Notes exceed $2.0 million, the amount of the
Exchange Consideration will be decreased pro rata to all holders of
Old Notes participating in the Exchange Offer by the amount of fees
and expenses of such advisors in excess of $2.0 million.

If all of the Old Notes are validly tendered and accepted in the
Exchange Offer or the Prepackaged Plan becomes effective, the
Issuers would have $112.5 million principal amount of New Notes
outstanding.  The New Notes will mature six years from the date of
the consummation of the Exchange Offer or the effectiveness of the
Prepackaged Plan.  For the first four years of the New Notes,
interest on the New Notes will be paid-in-kind in the form of New
Notes ("PIK Interest"); provided, however, if Colt achieves a
specified secured leverage ratio, then, at the Company's option,
interest may be paid in cash or as PIK Interest.  Subsequent to the
first four years of the New Notes, interest on the New Notes will
accrue as cash interest regardless of Colt's secured leverage
ratio.

The "Expiration Date" and the "Withdrawal Deadline" have been
extended to 11:59 pm, New York City time, on June 12, 2015 for the
Exchange Offer and (ii) the "Voting Deadline" and the "Withdrawal
Deadline" (only applicable if participating in the Exchange Offer)
have been extended to 11:59 pm, New York City time, on June 12,
2015 for the Prepackaged Plan Solicitation.  New ballots for the
Prepackaged Plan Solicitation will be delivered to holders of Old
Notes and will provide such holders the opportunity to vote on the
Prepackaged Plan to the extent they have not done so already or to
otherwise change their previously submitted vote if desired.  A
holder who tenders its Old Notes pursuant to the Exchange Offer
must continue to vote to accept the Prepackaged Plan or else the
tender of such Old Notes will be deemed not valid.

As of 5:00 p.m., New York City time, on June 1, 2015, approximately
$14.7 million, or 5.9%, of the outstanding principal amount of Old
Notes had been validly tendered and not validly withdrawn.

Colt will consider commencing Prepackaged Chapter 11 Cases in the
event that the conditions to the Exchange Offer are not satisfied
or waived by Colt or if Colt for any reason determines that it
would be more advantageous or expeditious to proceed with
confirmation and implementation of the Prepackaged Plan.  As
discussed above, pursuant and subject to the restructuring support
agreements, the Secured Lenders would finance both DIP Facilities
and Exit Facilities that would provide Colt with adequate liquidity
necessary to achieve confirmation of the Prepackaged Plan.
Additionally, in the event Colt decides to commence the Prepackaged
Chapter 11 Cases, it will continue to conduct its business and
operations in the ordinary course in connection with such cases.
Moreover, trade creditors, vendors, and customers will be
unaffected by the Prepackaged Plan and will continue to be paid in
the ordinary course of business; union related agreements will also
be unaffected and employees will be paid all wages, salaries and
benefits on a timely basis. Colt, however, has not made any
affirmative decision to proceed with any bankruptcy filing at this
time.  In addition, the Prepackaged Plan is subject to the
requisite level of acceptance from holders of the Old Notes that
Colt will need to confirm the Prepackaged Plan under the U.S.
Bankruptcy Code.  As previously disclosed, Colt continues to be
engaged in discussions with certain holders of its Old Notes. There
can be no assurances, however, that any Prepackaged Plan will be
accepted by the holders of the Old Notes.  Moreover, no assurances
can be given concerning the timeframe for a restructuring of Colt.

Colt believes its restructuring plan, whether implemented through
the Exchange Offer or the Prepackaged Plan, is designed to reduce
the overall amount of its debt, reduce total cash interest
payments, extend the maturity for the debt exchanged, and place
Colt in a better position to attract new financing in the years to
come, while minimizing business disruptions.  If Colt does not
consummate the Exchange Offer or the Prepackaged Plan for any
reason, Colt will be required to consider alternatives that could
result in holders of the Old Notes receiving consideration that is
substantially less than the consideration available through the
Exchange Offer or the Prepackaged Plan.  Holders of the Old Notes
should reference the Offer to Exchange, Consent Solicitation
Statement, and Disclosure Statement Soliciting Acceptances of a
Prepackaged Plan of Reorganization, dated April 14, 2015, as
supplemented (the "Offer to Exchange and Disclosure Statement"),
and any future supplements for more information.

Additional Information

The New Notes will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws.  The New Notes may only be transferred or resold in
transactions, registered, or exempt from registration, under the
Securities Act and applicable state securities laws.

The Exchange Offer and Consent Solicitation and the Prepackaged
Plan Solicitation are made only by, and pursuant to, the terms set
forth in Offer to Exchange and Disclosure Statement, and the
information in this press release is qualified by reference to the
Offer to Exchange and Disclosure Statement and, as applicable, the
accompanying consent and letter of transmittal, ballots and any
supplements thereto (collectively, the "Restructuring Documents").

KCC is acting as the Information Agent and the Exchange Agent for
the Exchange Offer and Consent Solicitation and as the Voting Agent
for the Prepackaged Plan Solicitation.  Requests for any of the
Restructuring Documents or questions regarding the Exchange Offer
and Consent Solicitation or the Prepackaged Plan Solicitation may
be directed to KCC at 888-251-3076 (toll-free North America) or
917-281-4800 (bankers and brokers).

                      About Colt Defense

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

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

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

                          *     *     *

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

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


COLT DEFENSE: Files Second Amendment to 2013 Fiscal Year Report
---------------------------------------------------------------
Colt Defense LLC filed with the U.S. Securities and Exchange
Commission on May 7, 2015, a second amendment to its annual report
on Form 10-K for the year ended Dec. 31, 2013.A copy of the Form
10-K/A is available at http://is.gd/iQqTRf
                         
                       About Colt Defense

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

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

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

                          *     *     *

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

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


COMMUNITY HOME: July 28 Hearing on Amended Disclosure Statement
----------------------------------------------------------------
Judge Edward Ellington scheduled a hearing on July 28 at 1:30 p.m.
to consider approval of the disclosure statement explaining the
First Amended Chapter 11 Plan of Liquidation for Community Home
Financial Services, Inc., filed by the Chapter 11 trustee.

Objections to the adequacy of the information in the Disclosure
Statement are due July 21.

Kristina M. Johnson, the Chapter 11 trustee for CHFS, on May 15
filed a First Amended Chapter 11 Plan of Liquidation for CHFS.  The
Plan proposes to treat claims and interest as follows:

   -- Holders of administrative claims estimated to total $1.5
million to $2 million will recover 100%.
  
   -- Holders of secured claims, if any, will be paid in full.

   -- Holders of priority unsecured claims estimated at $25,600
will be paid in full.

   -- Holders of general unsecured claims estimated at $202,000
will be paid 100% of their allowed claims within 30 days after the
Effective Date.

   -- Holders of litigation claims will split the $500,000
allocated for such claims.

   -- Holders of unsecured claims each equal to or less than
$10,000 (convenience claims) estimated to total $37,000 will
receive cash equal to 95% of the allowed amount of their claims on
the Effective Date.

   -- In full satisfaction of the claims of Edwards Family
Partnership("EFP") and Beher Holdings Trust ("BHT") estimated to be
allowed at $25 million, the Trustee will convey or assign to
EFP/BHT (i) any loan held by or owned by the Debtor, (ii) any loan
which the Trustee has a right to recover due to any avoidable of
the Loan, (iii) the CFHS Litigation, (iv) the REO Property, and (v)
on or before 45 days after the Effective Date, the remaining cash,
less $500,000 which will be retained for payment of administrative
claims.  In addition, at the option of EFP/BHT, the Trustee will
assume and assign certain executory contracts.  The percentage
recovery for EFP/BHT is undetermined.

   -- William Dickson's claims will not be entitled to any
distribution under the Plan.

   -- All interests in the Debtor will be cancelled and
extinguished.

                          *     *     *

The judge approved the withdrawal of the motion for approval of the
disclosure statement explaining the Trustee's original plan.  

The Trustee on April 7, 2015 withdrew the original iteration of the
her Chapter 11 Plan.  She explained that since the filing of the
Plan, she has received additional information in the course of her
investigation of the Debtor's acts and financial affairs.  

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
The
petition was signed by William D. Dickson, president.

Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing
financing through its dealer network throughout 25 states,
Alabama,
Delaware, and Tennessee.  The Debtor scheduled $44.9 million in
total assets and $30.3 million in total liabilities.  Judge Edward
Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter
11 counsel.  Wells Marble was terminated Nov. 13, 2013.

The Debtor is now being represented by Derek A. Henderson, Esq.,
in
Jackson, Miss.  In 2013, the Debtor sought to employ David Mullin,
Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
Trustee for the Debtor.  Jones Walker LLP serves as counsel to the
Chapter 11 trustee, while Stephen Smith, C.P.A., acts as
accountant.


CORMEDIX INC: Posts $5.5-Mil. Net Loss for First Quarter
--------------------------------------------------------
CorMedix Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $5.5 million on $31,300 of net sales for the three months ended
March 31, 2015, compared to a net loss of $16.7 million on $12,200
of net sales for the same period last year.

The Company's balance sheet at March 31, 2015, showed $9.75 million
in total assets, $2.15 million in total liabilities and total
stockholders' equity of $7.6 million.

Based on the Company's cash resources at March 31, 2015, its
expectations on the current 2015 revenue assumptions for Neutrolin
in the approved markets, the current development plans for
Neutrolin in both the U.S. and other markets (excluding the
expected Phase III clinical trial in the U.S.) and the proceeds
received from the exercise of warrants, stock options and capital
raised under the MLV Sales Agreement through April 30, 2015, the
Company believes that its existing cash will be sufficient to fund
its operations for at least the next twelve months following the
balance sheet date.  However, should the Company commence the Phase
III clinical trial for Neutrolin in hemodialysis patients in the
U.S. in the fourth quarter of 2015, at present there is only
sufficient funding to support operations and expected clinical
trial expenditures into the first quarter of 2016.  Additionally,
the Company will need additional financing thereafter until it can
achieve profitability, if ever.  If the Company is unable to raise
additional funds when needed, it may not be able to market its
products as planned or continue the development and regulatory
approval of its products, or it could be required to delay, scale
back or eliminate some or all of its research and development
programs.  Each of these alternatives would likely have a material
adverse effect on the Company's business and raise substantial
doubt about its ability to continue as a going concern.

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

                       http://is.gd/Q5P6LD
                          
                          About CorMedix

CorMedix Inc. -- http://www.cormedix.com/-- is a commercial-stage
pharmaceutical company that seeks to in-license, develop and
commercialize therapeutic products for the prevention and
treatment of cardiac, renal and infectious diseases.  CorMedix's
first commercial product  is Neutrolin(R), a catheter lock
solution for the prevention of catheter related bloodstream
infections and maintenance of catheter patency in tunneled,
cuffed, central venous catheters used for vascular access in
hemodialysis patients.


DEERFIELD RANCH: Can Hire Dana Burwell as Appraiser
---------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Deerfield Ranch Winery,
LLC, to employ Dana Burwell as its appraiser to assist in valuing
its real property.

The Debtor said it requires experienced assistance in this case to
appraise the value of the real property of the Estate known as
10176 Sonoma Highway, Kenwood, California, also known as APN
050-240-018, 019, 021, and 050-250-035 ("Real Property"), including
all improvements.

The Debtor agrees to pay Burwell a flat fee of $8,000, payable in
two installments. The
first installment of $4,000 will be paid upon this Court’s
approval of Burwell’s employment. The second installment of
$4,000 will be paid upon project completion.

The Debtor assured the Court that Mr. Burwell is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                   About Deerfield Ranch Winery

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

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

The U.S. Trustee for Region 17 appointed three creditors to serve
on the official committee of unsecured creditors.


DENDREON CORP: Verdolino & Lowey Approved as Wind-Down Consultants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Dendreon Corporation, et al., to employ Verdolino & Lowey, P.C., as
their wind-down consultants, nunc pro tunc to April 22, 2015.

The Debtors' counsel filed a certificate of no objection to the
Debtors' application to employ Verdolino & Lowey.

A reported in the Troubled Company Reporter on May 26, 2015,
Verdolino & Lowey is expected to:

   a) advise and assist the Debtors with respect to the wind-down
      of the Debtors' business, including tax issues related
      thereto;

   b) retain and maintain of the Debtors' business records;

   c) advice and assist the Debtors with respect to the wind-down
      of the Debtors' employee benefit and health plans;

   d) advice and assist the Debtors with respect to
      reconciliation of claims against the Debtors' estates;

   e) advice and assist the Debtors with respect to distributions
      required under the Plan; and

   f) perform other such functions as requested by the Debtors or
      their counsel to assist in the cases and V&L's performance
      of its responsibilities as Plan Administrator upon the
      occurrence of the Effective Date.

Verdolino & Lowey will be paid at these hourly rates:

       Principals              $435
       Managers                $245-$395
       Staff                   $125-$375
       Bookkeepers             $110-$210
       Clerical                $90

Verdolino & Lowey will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Craig R. Jalbert, principal of Verdolino & Lowey, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

                         About Dendreon Corp

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

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

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

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

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

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

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

                       *     *     *

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

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

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

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


DIA-DEN LTD: Hearing on Full-Payment Plan Set for June 16
---------------------------------------------------------
Judge Jeff Bohm has agreed to conduct a hearing on June 16 to
consider confirmation of Dia-Den Ltd.'s reorganization plan, which
promises to pay creditors in full over a period of time and let the
present owners retain control of the company.

Judge Bohm on May 22 entered an order conditionally approving the
explanatory disclosure statement, authorizing the Debtor to solicit
votes on the Plan, and setting:

   -- a June 12, 2015 deadline for filing written objections to the
Disclosure Statement;

   -- a June 12, 2015 deadline for filing and acceptances or
rejections of the Plan; and

   -- a June 16, 2015, 3:30 p.m. hearing on the confirmation of the
Plan and final approval of the Disclosure Statement.

As reported in the May 15, 2015 edition of the TCR, the Debtor's
reorganization plan proposes to treat claims and interests as
follows:

   -- Allowed administrative claims and priority non-tax claims
will be paid in cash in full (UNIMPAIRED);

   -- Allowed ad valorem claims of taxing authorities will be paid
in full in cash when they are due (by the tenant) (UNIMPAIRED);

   -- Wells Fargo Bank, N.A., the lone secured creditor, will have
an allowed secured claim of $8,197,380.  The claim will be paid
delivery of secured first lien promissory note from the Reorganized
Debtor for $8,072,237, with interest at the prime rate plus 1.5%.
The new note will mature in five years and will have monthly
payments of $42,806 (Impaired).

   -- Allowed unsecured claims estimated at $10,000 will be paid in
full without interest in six equal monthly installments, beginning
on Effective Date or the date that such claims become allowed
claims (IMPAIRED); and

   -- The current equity holders will maintain their equity
interest in the Reorganized Debtor.  They will receive no
distributions until a new lease entered into for the Industrial
Facility at the then market rate (but in no event less than
$65,000
per month, triple net) (IMPAIRED).

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

         http://bankrupt.com/misc/Dia-Den_Plan_DS.pdf

                        About Dia-Den Ltd.

Dia-Den Ltd. is a Texas limited partnership with its principal
place of business in Harris County, Texas.  Dia-Den owns and leases
to single tenant the industrial complex located at 24310 State
Highway 249, Tomball, Texas 77375.

The Debtor leases the Industrial Facility for $50,000 per month,
which is significantly below market rates.  The lease expires on
March 31, 2018, with a five year renewal option provided that APS
is not in default and provides the Debtor written notice of its
intent at least nine months prior to the expiration date of its
intent to exercise the renewal option.  The renewal rate is the
higher of $65,000 per month or fair market rent.

Dia-Den Ltd. sought Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 15-32626) in Houston, Texas, on May 8, 2015.  The
case is assigned to Judge Jeff Bohm.

The Debtor tapped Hoover Slovacek, LLP, as counsel.

The Debtor disclosed $12 million in assets and $8.09 million in
liabilities in its schedules.


DIRECTCASH PAYMENTS: S&P Affirms 'B+' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term corporate credit rating on Calgary, Alta.-based
DirectCash Payments Inc.  S&P revised its comparable ratings
analysis modifier to "negative" from "neutral," and its financial
policy modifier to "neutral" from "negative."  The net effect of
these changes was neutral to the rating.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating and '4'
recovery rating on DirectCash's C$125 million senior unsecured
notes.  The '4'recovery rating indicates S&P's expectation of
average (30%-50%; lower end of the band) recovery in the event of a
default.

"We revised our comparable rating analysis modifier to negative
based on our expectation that secular pressures on ATM transaction
volumes will continue to weigh on DirectCash's operating results,"
said Standard & Poor's credit analyst David Fish.

S&P believes alternative payment technologies will continue to
erode ATM transaction volumes over time.  As evidence of this,
transactions per ATM declined by about 10% on a year-over-year
basis in the company's Australasia segment in first-quarter 2015
due to the rollout of tap-and-pay technology in the region.
Industrywide transaction volumes have been in secular decline for
some time now, and ATM transaction volume declines could accelerate
-- as they did in Australia -- as emerging payment technologies
become more ubiquitous.  Given these factors, S&P believes
DirectCash's business risk profile is at the lower end of our
"weak" business risk profile.

S&P also revised its financial policy modifier to "neutral" from
"negative" to reflect S&P's view that the company is unlikely to
increase debt to fund acquisitions or shareholder distributions.
S&P believes the company is increasingly likely to fund
acquisitions through a mix of internally generated cash or equity
rather than debt.  This is consistent with transactions in the past
few years, including the company's announced (but not yet closed)
acquisition of DC Bank, which it will fund through a
C$15 million share issuance.  Moreover, S&P do not believe the
company will meaningfully increase shareholder distributions in the
next few years in light of the negative secular underpinnings in
the ATM market.

S&P's assessment of DirectCash's business risk profile as weak
primarily reflects the challenging operating environment in the
company's core ATM services market and its limited earnings
diversity.  The vast majority of the company's earnings are
generated from the ATM industry, which is experiencing unfavorable
secular trends.  In recent years, the shift toward electronic
payment methods has pressured industry wide ATM transaction
volumes.  At the same time, competitive intensity has increased,
with ATM providers offering what S&P views as aggressive
revenue-sharing arrangements to secure sites.

The risks associated with DirectCash's business are offset in part,
S&P believes, by the company's solid market position in the ATM
space as a leading deployer of ATMs in Canada, Australia, and the
U.K.; good customer diversity; limited cyclicality; and
contractually committed customer relationships.  The company also
benefits to some degree from its other services segment, which is
less exposed to ATM industry trends.

The stable outlook on DirectCash reflects Standard & Poor's
expectation that the acquisition of Ezeatm Services Pty Ltd.
combined with future potential acquisitions (including DC Bank)
should enable DirectCash to generate EBITDA in the C$60
million-C$70 million range in each of the next couple of years,
despite continued competitive pressures from alternative payment
technologies and other ATM providers.  This should result in
debt-to-EBITDA (adjusted as per Standard & Poor's criteria) in the
low-to-mid-3x area during this time.

S&P could lower the ratings if debt-to-EBITDA approached 4x, which
it believes could occur if industrywide ATM transaction volumes
decline more quickly than S&P expects, if the company faces
higher-than-expected rebate pressure or loses ATM site locations to
competitors, or if personnel and infrastructure investments are
costlier than S&P anticipates.

S&P could raise the ratings on DirectCash if S&P believed
debt-to-EBITDA was likely to remain below 3x on a sustained basis.



DOLLAR TREE: Term Loan B Refinancing No Impact on Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service said that Dollar Tree, Inc.'s (Ba2
stable) announcement that it will refinance, reprice and amend its
existing $3,950 million senior secured term loan B will have no
impact on its ratings. Under the amendment the company will split
the existing term loan B into two tranches -- a $3,450 million
floating rate senior secured term loan B-1 and a $500 million fixed
rate senior secured term loan B-2. The fixed rate term loan B-2
will have no amortization. There will be no change in any other
terms and conditions including maturity or security. The term loan
was originally issued to finance the company's acquisition of
Family Dollar Stores, Inc. (Baa3 RUR down).

Dollar Tree operated 5,367 stores across 48 states and five
Canadian provinces as of January 31, 2015. It's stores operate
under the brands of Dollar Tree, Dollar Tree Canada and Deals.
Fiscal 2014 revenues were $8.6 billion.

The principal methodology used in this rating 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.



DORAL FINANCIAL: Popular Buys Doral Insurance for $17.3M
--------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Doral Financial
Corporation to sell substantially all of the assets of Doral
Insurance Agency, LLC, to Popular Insurance LLC.

The Debtor and Doral Insurance are authorized to enter into the
asset purchase and sale agreement with Popular Insurance, the
highest and best bidder at the auction.

Pursuant to the APSA dated May 6, 2015, on the closing date, the
purchaser will pay $17,250,000 in consideration for sale of the
assets.

A copy of the APSA is available for free at:

     http://bankrupt.com/misc/DoralFinancial_149_68_DIAsale.pdf

                       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.



DRS SERVICES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DRS Services, Inc.
           fdba Doctors Referral Service, Inc.
        298 S. Old Woodward
        Birmingham, MI 48009

Case No.: 15-48534

Chapter 11 Petition Date: June 1, 2015

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Marci B McIvor

Debtor's Counsel: Jason W. Bank, Esq.
                  KERR, RUSSELL AND WEBER, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  Email: jbank@kerr-russell.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kimberly A. Jackson, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb15-48534.pdf


ENDEAVOUR INT'L: Blackstone Services to Include Assets Sales
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Endeavour Operating Corporation, et al., to expand the scope of
employment of Blackstone Advisory Partners L.P., their financial
advisor.

David C. Baggett, chief restructuring officer of the Debtors,
explained that a sale, merger or other disposition of all or a
portion of the U.S. Debtors' assets would require the services of
an investment banking firm experienced with mergers and
acquisitions in the oil and gas industry and entail running
marketing processes for the Debtors' three major U.S. oil and gas
assets located in diverse geographical locations: the Haynesville
area in Louisiana; the Marcellus area in Pennsylvania; and Piceance
Basin in Colorado.

Mr. Baggett also said that the U.S. asset sale fee fairly
compensates Blackstone for the additional value it will contribute
to the Debtors' estates by facilitating one or more U.S. asset sale
transactions.

Additionally, Endeavour U.K., which owns the Company's U.K. assets,
has concurrently negotiated and executed a letter agreement with
Blackstone under which Blackstone will provide financial advisory
services in connection with analyzing, structuring, negotiating and
effecting a restructuring of Endeavour U.K.

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

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

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

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

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

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

                   About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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

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



ENDEAVOUR INT'L: Court Won't Modify Lender Protection Order
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied the
motion of the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Endeavour Operating Corporation, et al., for
reconsideration of order granting certain lender protections to
certain of the Debtors' prepetition secured lenders.

According to the Committee, before it was formed, the Debtors and
the Prepetition Agent entered into stipulations in connection with
the Endeavour Energy UK Limited (EEUK) Term Loan, which are
embodied in the lender protection order.  

The Committee sought to modify the order because the lender
protection order appears to (a) bind the Non-Debtor Affiliates, (b)
impact the rights and remedies of the Non-Debtor Affiliates and (c)
predetermine the possible treatment of claims of and against the
Non-Debtor Affiliates in the cases.

                   About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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


ENDEAVOUR INT'L: Launches Marketing Process for North Sea Assets
----------------------------------------------------------------
Endeavour International Corporation on June 1 disclosed that the
Company's Board of Directors has authorized the immediate launch of
a marketing process in the U.K. for the sale of all or
substantially all of its North Sea oil and gas assets.  Blackstone
Advisory Partners L.P. has been engaged as the Company's financial
advisor in this process.  

Endeavour will consider a full range of options in order to unlock
the value underlying the Company's assets, including a sale of
individual North Sea assets.  The Company believes that a timely
sale of all or part of its North Sea assets may provide the best
means to preserve and protect the value of the assets, with the
ultimate goal of maximizing the benefit to the stakeholders.

While the Company pursues the marketing process, it will remain
focused on executing its operational plan.  The Company does not
expect to comment further or update the market with further
information on the process unless and until the Board of Directors
has approved a specific transaction or otherwise deems disclosure
appropriate or necessary.  There is no assurance that this
marketing process will result in Endeavour pursuing a particular
transaction or completing any such transaction.

Endeavour separately announced its proposed sale of substantially
all of the Company's U.S. assets, including bid procedures and
notice of an auction, in a motion filed with the United States
Bankruptcy Court for the District of Delaware on April 29, 2015.

                  About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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

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


ENDEAVOUR INTERNATIONAL: Ernst & Young Additional Services Okayed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Endeavour Operating Corporation, et al., to expand the scope of
employment of Ernst & Young LLP to include the services set forth
in  additional engagement letters.

EY LLP would be engaged to perform these services:

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

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

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

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

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

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

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

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

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

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

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

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

                   About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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

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


ENERGIS PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Energis Petroleum, LLC
        21707 San Simeon Circle
        Boca Raton, FL 33433

Case No.: 15-19945

Chapter 11 Petition Date: June 1, 2015

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

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Steven E Wallace, Esq.
                  THE WALLACE LAW GROUP, P.L.
                  1375 Gateway Blvd
                  Boynton Beach, FL 33426
                  Tel: (561) 767-4413
                  Email: ecfwallacelaw@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Keith Duffy, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-19945.pdf


ENERGY FUTURE COMPETITIVE: Reports $1.34-B Net Loss in Q1
---------------------------------------------------------
Energy Future Competitive Holdings Company LLC filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing a net loss of $1.34 billion on $1.27 billion of
operating revenues for the three months ended March 31, 2015,
compared to a net loss of $545 million on $1.52 billion of
operating revenues for the same period in the prior year.

The Company's balance sheet at March 31, 2015, showed $19.4 billion
in total assets, $39.2 billion in total liabilities and total
stockholders' deficit of $19.8 billion.

The Company's ability to continue as a going concern is contingent
upon, among other factors, its ability to comply with the financial
and other covenants contained in the TCEH DIP Facility, its ability
to obtain new debtor in possession financing in the event the TCEH
DIP Facility was to expire during the pendency of the Chapter 11
Cases and its ability to complete a Chapter 11 plan of
reorganization in a timely manner, including obtaining creditor and
Bankruptcy Court approval of such plan as well as applicable
regulatory approvals required for such plan and obtaining any exit
financing needed to implement such plan.  These circumstances and
uncertainties inherent in the bankruptcy proceedings raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/lhYwn1

About Energy Future Competitive

Dallas-based Energy Future Competitive Holdings Company LLC is
engaged in competitive electricity activities, including
generation, wholesale energy sales and purchases, commodity risk
management, trading activities and retail electricity sales.  The
Company conducts its operations through Texas Competitive Electric
Holdings Company LLC.

                   About Energy Future Holdings

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

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

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

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

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

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

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

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

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



ENERGY FUTURE INTERMEDIATE: Posts $272-Mil. Net Loss in Q1
----------------------------------------------------------
Energy Future Intermediate Holding Company LLC filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing a net loss of $272 million for the three months
ended March 31, 2015, compared with a net loss of $134 million for
the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $6.47 billion
in total assets, $8.94 billion in total liabilities and a
stockholders' deficit of $2.47 billion.

The Company's ability to continue as a going concern is contingent
upon, among other factors, its ability to comply with the financial
and other covenants contained in the DIP Facility, its ability to
obtain new debtor in possession financing in the event the DIP
Facility was to expire during the pendency of the Chapter 11 Cases
and its ability to complete a Chapter 11 plan of reorganization in
a timely manner, including obtaining creditor and Bankruptcy Court
approval of such plan as well as applicable regulatory approvals
required for such plan and obtaining any exit financing needed to
implement such plan.  These circumstances and uncertainties
inherent in the bankruptcy proceedings raise substantial doubt
about the Company's ability to continue as a going concern.

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

                       http://is.gd/vcoXDl

                  About Energy Future Intermediate

Energy Future Intermediate Holding Company LLC is a Dallas-based
company whose wholly owned subsidiary is Oncor Electric Delivery
Holdings Company LLC holds a majority interest in Oncor Electric
Delivery Company LLC, a regulated electricity transmission and
distribution company.  EFIH is a wholly owned subsidiary of Energy
Future Holdings Corp.

                        About Energy Future

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

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

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

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

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

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

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

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

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



EXPEDIA INC: Moody's Assigns 'Ba1' Rating on New Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to Expedia,
Inc.'s proposed senior unsecured note issuance. The rating outlook
is stable.

The net proceeds from the debt issuance will be used to help fund
the proposed acquisition of Orbitz Worldwide, Inc., the third
largest online travel company (OTC) in the U.S., for about US$1.6
billion in enterprise value and to provide additional domestic
liquidity.

Expedia's Ba1 rating is supported by the company's leading domestic
position in the growing online travel agency market and moderate
financial leverage for the rating category of mid to high 2 times
pro forma for the acquisition of Orbitz. Expedia will likely
benefit from an online travel market that should experience growth
rates in excess of the broader travel industry, especially in
emerging markets.

Moody's projects improving profitability with adjusted operating
margins in the mid-teens percentage for the remainder of 2015 and
2016 driven by the recent sale of Expedia's 62.4% majority stake in
eLong, Inc., a leading OTC in China, whose losses weighed on
Expedia's profitability. In addition, the company will likely
increase operating leverage from past technology and selling and
marketing spend, partly offset by continuing investments in other
international markets and mobile offerings.

Expedia operates in a highly competitive market with exposure to
ongoing competition from supplier-owned and other third party
online travel sites. This raises the potential for continued
acquisition activity within a rapidly evolving online travel
industry. The possibility also exists that Expedia could choose to
buy back Liberty's ownership stake of about 18%. In addition, there
is concentrated voting control by Barry Diller (about 60% of the
stock), which enables him to influence the company's corporate
actions (e.g., acquisitions, business combinations, share
repurchases, etc.), which could adversely affect bondholders'
interests.

While event risk remains a key rating factor, Moody's believes that
improving profits and cash flow going forward will lead to enhanced
liquidity over the next several years. This will likely enable
Expedia to absorb some level of heightened share buybacks or
acquisition activity. Moody's anticipates that management will
sustain its disciplined financial policies with projected adjusted
debt to EBITDA of less than 3 times and free cash flow to debt
greater than 25%.

The stable outlook reflects Moody's expectation of double digit
annual revenue growth, free cash flow of about $1 billion over the
next year, and financial leverage of below 3 times (adjusted debt
to EBITDA).

The ratings could be upgraded if Expedia maintains its leading
market share among third party, hotelier, and airline online travel
websites, continues to generate profitable organic revenue growth
with steady operating margins in excess of 20%, and adheres to
conservative financial policies, including Moody's adjusted
leverage of about 2 times on a sustained basis. The ratings could
be lowered if Expedia's competitive position weakens materially
(e.g., revenue declines of 5% and operating margins below 10%), or
financial leverage as measured by debt to EBITDA adjusted for
leases increases over 3.5x for an extended period of time.

Rating assigned:

  -- Senior unsecured notes at Ba1 (LGD 4)

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

Expedia, Inc., with projected annual revenues over $6.5 billion, is
a leading online travel agency (OTA) with properties which include
Expedia.com, Hotwire.com, Hotels.com, Egencia, trivago, and
Travelocity.



FEDERAL-MOGUL HOLDINGS: S&P Lowers CCR to 'B-', Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Southfield, Mich.-based automotive
supplier Federal-Mogul Holdings Corp. to 'B-' from 'B'.  The
outlook remains stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'B-' from 'B'.  The '4' recovery
rating remains unchanged, indicating S&P's expectation for average
(30%-50%; lower end of the range) recovery in the event of a
default.

"The downgrade reflects our view that Federal-Mogul's credit
metrics have worsened and will likely remain weak relative to those
of other auto suppliers that we rate 'B'," said Standard & Poor's
credit analyst Lawrence Orlowski.  The company's debt leverage
exceeded 6.0x and its FOCF was negative as of the end of 2014;
however, S&P expects that these metrics will start to improve over
the next 12 months.

The stable outlook reflects S&P's view that, while the company's
debt leverage will exceed 6.0x and its FOCF-to-debt ratio will be
negative during 2015, these credit measure will start to improve
over the next 12 months as Federal-Mogul realizes the benefits of
its restructuring initiatives and successfully integrates its
acquisitions.  In S&P's analysis, it do not assume that the company
separates its Powertrain and Motorparts segments into independent
operating companies over the next 12 months.

S&P would likely lower the rating in the next 12 months if the
company's debt leverage and FOCF-to-debt ratio continue to worsen
due to missteps in streamlining its cost structure or because of
weaker than expected end-market demand.  For example, S&P could
lower its rating if the company continued to generate negative FOCF
on a sustained basis, meaningfully reducing its liquidity
position.

S&P could raise the rating if it came to believe that the company's
adjusted debt-to-EBITDA metric would fall below 6.0x and it could
consistently generate positive FOCF.  This could occur if the
company realizes the benefits of its restructuring initiatives and
successfully integrates its acquisitions, or if aftermarket demand
increases dramatically and OE demand in Europe begins to pick up
faster than expected.



FERRELLGAS PARTNERS: S&P Affirms 'B+' ICR & Rates $400MM Debt 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' issuer
credit rating and 'B-' senior unsecured ratings on Ferrellgas
Partners L.P.  The '6' recovery rating is unchanged, and indicates
negligible recovery (0% to 10%) if a payment default occurs.

S&P also affirmed the 'B+' issuer credit and senior unsecured debt
ratings on operating subsidiary Ferrellgas L.P.  S&P also left the
'4' recovery rating on Ferrellgas L.P.'s senior unsecured debt
unchanged.  The '4' rating indicates that lenders can expect
average (30% to 50%; lower half of the range) recovery if a payment
default occurs.

At the same time, S&P assigned a 'B+' issue-level rating and '4'
recovery rating to Ferrellgas L.P.'s (co-issuer Ferrellgas Finance
Corp.) $400 million proposed senior unsecured notes due 2023.

"We believe the announced transaction is neutral for credit quality
because the increased cash flow diversification the acquisitions
provide is partly offset by high leverage and integration risk,"
said Standard & Poor's credit analyst Geoffrey Mrema.

The Bridger acquisition adds diversification to Ferrellgas' EBITDA
mix by growing the midstream segment from less than 5% of cash flow
to about 25%.  About 60% of Bridger's cash flows benefit from
multiyear take-or-pay contracts, which supports credit quality.
However, 25% of EBITDA comes from short-term evergreen contracts,
which could result in lower cash flow if crude oil production
decreases.  In S&P's view, the partnership's ability to integrate
the acquisition and build an operating track record for its
midstream business is a key credit risk.  At the same time, 75% of
Ferrellgas' cash flows are still pressured by risks inherent to the
retail propane distribution business, such as customer conservation
and warm winter weather.

The stable outlook on Ferrellgas Partners reflects S&P's
expectation of consolidated adjusted debt-to-EBITDA of about 5x and
a distribution-coverage ratio of about 1.1x.  S&P also expects the
partnership to continue to grow the midstream business while
pursuing tuck-in acquisitions to help offset customer conservation
in the retail propane distribution business.



FHC HEALTH: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term corporate credit rating on FHC Health Systems Inc. (FHC).
The outlook is stable.  At the same time, S&P lowered the
issue-level ratings on the company's first-lien credit facilities
($65 million revolver, $615 million upsized term loan) to 'B' from
'B+'.  S&P revised the recovery ratings to '3' from 2', indicating
that it expect a meaningful recovery at the high end of 50%-70% in
the event of a principal default.

The ratings on FHC reflect its weak business risk profile and
aggressive financial risk profile.  FHC (doing business as Beacon
Health Options) is the largest pure play behavioral
health-management company in the U.S. with more than 47 million
covered lives.  The company manages mental health and substance
abuse disorder costs and employee assistance programs on behalf of
government entities and programs, health plans, and employers.  In
December 2014, Beacon Health Strategies LLC and ValueOptions merged
to form the present company.

"We view the dividend recapitalization as weakening the company's
credit quality in the short-term but not enough to lower the
rating," said Standard & Poor's credit analyst James Sung.  The
transaction is occurring only about half a year since the merger
closed thereby reflecting a very aggressive financial policy.
Pro-forma leverage will increase to 5.2x (on our basis) versus 4.4x
(on the company's basis) as of March 31, 2015.  Post-transaction,
the company will have total reported debt of $618.4 million,
including the upsized $615 million term loan, and $3.4 million in
capital leases.

S&P is affirming the rating because business fundamentals are sound
and the merger integration has been smooth.  Moreover, the company
does not have any significant contracts up for renewal in 2015 and
is in a good position to retain its contracts up for renewal in
2016.  Therefore, S&P believes the company will be able to delever
according to plan.  In S&P's base-case scenario, it expects the
company to lower leverage to less than 5x by year-end 2015 and less
than 4.5x by year-end 2016.  This would be higher than S&P's
original expectations set in September 2014, but still consistent
with an aggressive financial risk profile.  EBITDA interest
coverage will remain relatively healthy for the rating at 4.5x-5.0x
for 2015 and 2016.

The stable outlook incorporates S&P's expectation that the company
will generate positive revenue and EBITDA growth in 2015 with
sufficient free cash flows to delever to less than 5x by year-end
2015.

S&P could consider lowering the rating if the company is unable to
delever according to plan.  Key credit metric targets include
leverage of less than 5x and EBITDA interest coverage of more than
2x on a sustained basis.  The issuance of more debt and/or
significant business deterioration (resulting from the loss of key
clients, medical cost pressure, or merger integration issues) are
potential downside scenarios.

Rating upside during the next 12 months is limited.  However, S&P
would consider an upgrade in the long term if the company
significantly improves its competitive position while financial
policy becomes less aggressive.  An upgrade would consider whether
the company is able to grow and diversify its business profile,
expand EBITDA margins, and improve client concentrations.  S&P
would also look for leverage of less than 4x and EBITDA interest
coverage of more than 3x on a sustained basis.



FLINTKOTE COMPANY: Obtains Approval of $1.7-Mil. Deal w/ Travelers
------------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited sought and
obtained from Judge Mary F. Walrath of the U.S. Bankruptcy Court
for the District of Delaware approval for a settlement agreement,
policy buyback and mutual release with Travelers Casualty and
Surety Company.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in
Wilmington, Delaware, says the settlement agreement contains the
following terms and conditions, among others:

   (1) Travelers will pay to Flintkote the Settlement Amount of
$1,700,000 immediately after the Approval Order becomes a Final
Order.

   (2) Traveler's timely payment of the Settlement Amount and the
Debtors' receipt of the Settlement Amount will constitute a
purchase by the Travelers Releasees from the Debtors, free and
clear of any and all encumbrances pursuant to Sections 363(b)(1)
and (f) of the Bankruptcy Code, of (i) all of the Debtor's rights,
title, and interest in and to the Wellington Policies and the
Unknown Policies, (ii) any and all claims of the Debtors with
respect to the Wellington Policies and the Unknown Policies,
including without limitation, all claims for extra-contractual
liability or tort liability (except, with respect to the Unknown
Policies, that portion of any policy which provides coverage for
statutory workers' compensation), and (iii) all of the Debtors'
rights, title, and interest in and to all rights with respect to
Asbestos Claims arising from or related to the Affiliate Policies,
including but not limited to all claims for extra-contractual
liability or tort liability with respect to such rights.

   (3) Mutual releases by the Debtors and the Travelers Releasees
of (i) Claims (including Asbestos Claims) arising out of or related
to the Wellington Policies and the Unknown Policies, and (ii)
Claims arising out of or related to Asbestos Claims arising under
or related to the Affiliate Policies (in both cases subject to
carve-outs for violations of criminal law. Upon the Approval Order
and the Confirmation Order becoming a Final Order, and subject to
the terms of the Settlement Agreement, all past, present and future
obligations of the Travelers Releasees to the Debtors shall be
fully and completely satisfied.

Judge Walrath approved the settlement after no objections were made
on the Motion.

The Debtors are represented by:

          Kevin T. Lantry, Esq.
          Jeffrey E. Bjork, Esq.
          Anna Gumport, Esq.
          SIDLEY AUSTIN LLP
          555 West Fifth Street, Suite 4000
          Los Angeles, CA, 90013
          Telephone: (213)896.6000
          Facsimile: (213)896.6600
          Email: klantry@sidley.com
                 jbjork@sidley.com
                 agumport@sidley.com

             -- and --

          Laura Davis Jones, Esq.
          James E. O'Neill, Esq.
          PACHULSKI, STANG, ZIEHL & JONES LLO
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705
          Telephone: (302)652-4100
          Facsimile: (302)652-4400
          Email: ljones@pszjlaw.com
                 joneill@pszjlaw.com

                  About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote
Company
 is engaged in the business of manufacturing, processing
and
distributing building materials. Flintkote Mines Limited is
a
subsidiary of Flintkote Company and is engaged in the mining
of
base-precious metals.

The Flintkote Company filed for Chapter 11
protection (Bankr. D.
Del. Case No. 04-11300) on April 30, 2004.

Flintkote Mines
Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No.
04-12440) on Aug. 25, 2004. Kevin T. Lantry, Esq.,
 Jeffrey E.
Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq.,
and Christina M. Craige, Esq., at Sidley Austin,
 LLP, in Los
Angeles; James E. O'Neill, Esq., and Laura Davis 
Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent
the Debtors in their restructuring efforts.



Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in
New
York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel,
Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C.; and
Philip
E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington,
Del.,
 represent the Asbestos Claimants Committee as counsel.

James J. McMonagle, is the legal representative for
future
claimants. The FCR has retained Dr. Timothy Wyant as
claims 
evaluation consultant. The FCR is represented by James L.
Patton,
Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway
Stargatt &
 Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys,
Sater, 
Seymour & Pease LLP.



When Flintkote filed for protection from its creditors, it

estimated more than $100 million each in assets and debts. When

Flintkote Mines Limited filed for protection from its creditors,

it estimated assets of $1 million to $50 million, and debts of more
than $100 million.



The Debtors' Chapter 11 cases have been re-assigned to Judge Mary

F. Walrath in line with the retirement of former Bankruptcy
Judge
 Judith Fitzgerald.



                            *   *   *


Judge Mary F. Walrath of the U.S. Bankruptcy Court for
the
District of Delaware approved the disclosure statement
explaining the modified confirmed amended joint plan of
reorganization filed by The Flintkote Company and Flintkote Mines
Limited and allowed the Debtors to resolicit the votes of holders
of claims in the 
eligible classes with regard to the Plan.



As previously reported by The Troubled Company Reporter,
the
 Debtors modified their confirmed plan to incorporate the
terms of
a comprehensive settlement with its parent, Imperial
Tobacco Canada Limited, f/k/a Imasco Limited (Canada).

 The
Supplemental Voting Deadline is June 2. Any objections to
the
confirmation of the Plan must be submitted on or before July
8. 
The confirmation hearing will commence on Aug. 10, 2015, at
10:30
a.m. (ET).




FORESTAR GROUP: S&P Lowers CCR to 'B-' on Weaker Credit Measures
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Austin, Texas-based Forestar Group Inc. to 'B-'
from 'B'.  The outlook is stable.

S&P also lowered its issue-level rating on the company's senior
secured notes due 2022 to 'B+' from 'BB-'.  The recovery rating on
the debt remains '1', indicating S&P's expectation for very high
(90% to 100%) recovery in the event of payment default.

The stable outlook reflects S&P's view that liquidity will remain
adequate over the next 12 months as improving real estate
fundamentals support positive cash flow in that segment while
reduced capital spending and operating costs stem cash outflows in
the oil and gas segment.

S&P could lower its rating if Forestar's liquidity becomes
constrained.  This could occur if land sales are meaningfully
delayed, causing covenant constraints, or if the company
unexpectedly reverses its decision to meaningfully cut capital
spending in the oil and gas segment.

S&P currently views an upgrade unlikely in the next 12 months,
given its forecast of higher leverage.  However, S&P could consider
a positive ration action if the company exhibits operating
stability in its real estate segment while achieving credit
measures in line with an "aggressive" financial risk profile
(leverage maintained below 5x EBITDA, for example).



FRAC SPECIALISTS: US Trustee Forms Creditors Committee
------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Frac Specialists
LLC appointed five creditors of the company to serve on an official
committee of unsecured creditors:

     (1) Lansing Trade Group, LLC
         c/o Brian K. Walz
         10975 Benson Drive, Suite 400
         Overland Park, KS 66210
         Tel: (913) 563-3443
         E-mail: bwalz@lansingtradegroup.com

     (2) Pel-State Bulk Plant, LLC
         c/o Erik S. Vigen
         333 Texas Street, Suite 2121
         Shreveport, LA 71101
         Tel: (318) 227-3083
         E-mail: evigen@pel-state.com

     (3) Salt and Light Energy Equipment, LLC
         c/o Prashanth “Shawn” Mudigere
         1910 Pacific Avenue, Suite 15200
         Dallas, TX 75201
         Tel: (214) 245-5334
         E-mail: smudigere@snlee.com

     (4) Sun Coast Resources, Inc.
         c/o Michael Stoner
         6405 Cavalcade Building #1
         Houston, TX 77026
         Tel: (713) 336-4597
         E-mail: mstoner@suncoastresources.com

     (5) Van Zandt Supply, Ltd.
         c/o Carol Van Zandt
         2461 Forest Park Blvd. Suite 105
         Fort Worth, TX 76110
         Tel: (817) 927-5759

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 Frac Specialists

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

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

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


Frederick's of Hollywood: Court Fixes Claims Bar Dates
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
30 service days from the May 18, 2015 order as the deadline for all
persons and entities holding a claim that arose prior to the
Petition Date of Frederick's of Hollywood, Inc., et al.

Oct. 16, 2015, at 5:00 p.m., is fixed as the governmental bar date.


All proofs of claim must be actually received on or before the bar
date associated with such claim by the Debtors' claims agent,
Kurtzman Carson Consultants LLC, no later than 5:00 p.m. (Pacific
Time), either by:

  i) mailing the original Proof of Claim by regular mail to:

     Frederick's Claims Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245 or

ii) delivering such original Proof of Claim by overnight mail,
courier service, hand delivery or in person to:

     Frederick's Claims Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

                         About Frederick's

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

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

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

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

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


FREDERICK'S OF HOLLYWOOD: Files Schedues of Assets and Liabilities
------------------------------------------------------------------
Frederick's of Hollywood, Inc., 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                        $0
  B. Personal Property          $131,346,087
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $33,274,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $84,762,690
                                 -----------      -----------
        Total                   $131,346,087     $118,036,690

Frederick's of Hollywood Stores, Inc., in its own schedules
disclosed $117,290,988 in assets and $189,207,874 in liabilities as
of the Chapter 11 filing.

Copies of the schedules are available for free at:

  http://bankrupt.com/misc/FREDERICK'SOFHOLYWOOD_inc_185_sal.pdf
  http://bankrupt.com/misc/FREDERICK'SOFHOLYWOOD_stores_188_sal.pdf


                         About Frederick's

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

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

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

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

Andrew R. Vara, Acting U.S. Trustee for Region 3, notified the
U.S. Bankruptcy Court in Delaware that he has appointed seven
members to the Official Committee of Unsecured Creditors.


FRESH PRODUCE: Tiger to Conduct Closing Sale
--------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that the U.S. Bankruptcy Court for the District of Colorado
authorized Fresh Produce Holdings Inc. to continue to sell women's
and children's clothing after inventory at some closing store
locations.

According to Bloomberg, the Court approved Tiger Capital Group LLC
to serve as Blue Stripe LLC's agent and conduct inventory
liquidation sales at the stores that are closing.  The sales should
be completed by Aug. 15, Bloomberg said.

As previously reported by The Troubled Company Reporter, Fresh
Produce announced that the sale of its assets to Blue Stripe was
approved on May 22 by the U.S. Bankruptcy Court in the District of
Colorado.

Blue Stripe LLC, an investment group that includes the original
founders of Fresh Produce and a group of passionate brand
enthusiasts, officially took ownership of Fresh Produce at midnight
on Fri., May 15, 2015.

                   About Fresh Produce Holdings

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

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

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

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

The bankruptcy cases are assigned to Judge Sidney B. Brooks.

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


FUTURE HEALTHCARE: Lacks Cash to Pay Past Due Notes Payable
-----------------------------------------------------------
Future Healthcare of America filed its quarterly report on Form
10-Q, disclosing a net loss of $129,000 on $930,000 of revenue for
the three months ended March 31, 2015, compared with a net loss of
$267,000 on $993,000 of revenue for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $1.20 million
in total assets, $1.70 million in total liabilities, and a
stockholders' deficit of $499,500.

The Company has incurred losses, an accumulated deficit and has a
short-term note payable in excess of anticipated cash, which is
currently past due.  These factors raise substantial doubt about
the ability of the Company to continue as a going concern,
according to the regulatory filing.

On Sept. 9, 2013, the Company closed a Subscription Agreement by
which one institutional investor purchased a) a Variable Rate
Senior Secured Convertible Note payable having a total principal
amount of $1,010,000, convertible into common shares of the Company
at $0.25 per share and maturing March 9, 2015; b) Warrants to
purchase a total of 3,030,000 shares of common stock, at $0.50 per
share, exercisable for four years, and c) a greenshoe to purchase a
total of 2,000,000 shares of common stock at $0.25 per share,
exercisable for one year from the closing date. On September 9,
2014 the greenshoe expired unexercised.  On March 9, 2015, the Note
matured.  As the note has not been paid nor extended, the
outstanding principal, plus accrued but unpaid interest, liquidated
damages and other amounts, became due and payable at the election
of the holder.  The holder has not made such an election.

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

                        http://is.gd/gWAb1d

Future Healthcare of America, through its subsidiary, Interim
Healthcare of Wyoming, Inc., provides home healthcare and
healthcare staffing services in Wyoming and Montana, the United
States.  The company offers home care services, including senior
care and pediatric nursing; and physical, occupational, and speech
therapy through registered nurses, therapists, LPN's, and
certified home health aides.  It also provides nurses, nurse
aides, and management services to hospitals, prisons, schools,
corporations, and other health care facilities.  The company was
founded in 1991 and is based in Palm Beach, Florida.


GENERAL MOTORS: Suzuki Dodges Suit Over Compact Car Fires
---------------------------------------------------------
Law360 reported that an Oklahoma federal judge tossed a putative
class action alleging Suzuki Motor of America Inc. concealed a
defect in certain General Motors LLC-manufactured Forenza and Reno
compact cars, saying the company didn't acquire all of the assets
of its pre-bankruptcy predecessor and can't be held liable for its
actions.

According to the report, U.S. District Judge Lee R. West agreed
with the Korean motorcycle and boat manufacturer that it didn't
take on all of predecessor American Suzuki Motor Corp.'s
liabilities through a 2013 asset purchase agreement.

The case is Dinwiddie et al v. Suzuki Motor of America Inc., Case
No. 5:14-cv-01127 (W.D. Okla.).

                    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.


GENESIS HEALTHCARE: Moody's Alters Outlook to Negative
------------------------------------------------------
Moody's Investors Service affirmed Genesis HealthCare System's Ba2
rating. This action affects $295 million of Series 2013 fixed rated
revenue bonds issued through the County of Muskingum, OH. The
outlook is revised to negative from stable.

The negative outlook reflects Genesis' track-record of modest and
variable operating margins. Despite improvement in FY 2014,
operating margins continue to be thin. Due to a high debt load and
modest operating margins, Genesis has only limited headroom to debt
covenants. Continued thin operating results will stress Genesis'
liquidity position.

The Ba2 rating reflects Genesis' position as the market leader in
its service area, adequate days cash on hand, and successful
management to-date of its new facility construction project.

The negative outlook reflects Genesis' track-record of modest and
variable operating margins. While results improved in FY 2014,
margins continue to be thin and results moderated again in the
first three months of FY 2015. Volume trends continue to hinder
operating metrics. Due to a high debt load and modest operating
margins, Genesis has only limited headroom to debt covenants in its
bond documents. Continued thin operating results will stress
Genesis' liquidity position, particularly as debt service payments
begin to ramp up. Failure to improve operating margins in the
near-term could likely result in a downgrade.

What Could Make the Rating Go UP:

- Demonstrated materially stronger operating metrics for a
   sustained period

- Significantly stronger debt coverage and improved balance
   sheet ratios

- Improvement in the service area's demographics resulting in
   better payor mix

What Could Make the Rating Go DOWN:

- Failure to improve the operating cash flow margin in FY 2015
   versus FY 2014

- Weaker liquidity leading to cash on hand falling below 100
   days, factoring in the $30 million equity contribution for the
   new project

- Reduction in headroom to bond covenants

Genesis is a two-hospital system comprised of Genesis Good
Samaritan and Genesis Bethesda, located less than two miles apart
in Zanesville, OH (A1 general obligation rating) the county seat of
Muskingum County (Aa3 GO rating). The two hospitals combined in
1997, and Genesis is jointly governed by Wisconsin-based Franciscan
Sisters of Christian Charity Sponsored Ministries and Bethesda
Hospital Association.

The Series 2013 Bonds are secured by a joint and several obligation
of the Obligated Group, which is comprised of Genesis HealthCare
System, Genesis HealthCare Foundation, Inc., CareServe, Inc., and
CareLife, LLC.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


GILES-JORDAN: Court Confirms Reorganization Plan
------------------------------------------------
Judge Letitia Z. Paul entered an order confirming Giles-Jordan,
Inc.'s Third Amended Chapter 11 Plan of Reorganization.

Judge Paul confirmed the Plan after holding a hearing on May 14,
ruling that the Plan complies with the requirements of Sec. 1129(a)
and (b) of the Bankruptcy Code.  Classes 1, 2, 3 4, and 5 are
unimpaired.  The impaired classes, 6 and 7, voted to accept the
Plan.

H. Michael Giles will stay as president of Reorganized
Giles-Jordan.

A copy of the Plan Confirmation Order is available at:

    http://bankrupt.com/misc/Giles-Jordan_Plan_Order.pdf

                      The Reorganization Plan

Pursuant to the Plan, Giles-Jordan, Inc. will contribute its
39-acre property in Galveston, Texas, free and clear of all liens,
claims and interests to 230 East Beach, Ltd., a Texas limited
partnership.  In consideration for the contribution, 230 East Beach
will assume and pay all allowed claims.

Preserve at East Beach, LLC, will be the general partner of 230
East Beach with a 60% interest in 230 East Beach.  Giles-Jordan,
Inc. will be a 40% limited partner in 230 East Beach.  Frank
Schaefer will loan 230 East Beach $1,500,000 ("Development Loan")
for development of the property and receive in return a second lien
in and against the property.

230 East Beach will begin operations once it receives the
$1,500,000 in proceeds from the Development Loan (the "Investment
Capital").

Prior to May 31, 2015, 230 East Beach will obtain exit financing
from Moody National Bank in the form of a loan of $4,500,000 to
satisfy the remaining indebtedness of Galveston Shores and pay all
allowed claims.  In consideration thereof, 230 East Beach will
grant Moody National Bank a first priority lien against the
Debtor's property.

The Plan proposes to pay off claims as follows:

  -- 230 East Beach assume all of the Debtor's obligations to
Galveston Shores L.P.  As of Sept. 5, 2014, Galveston Shores had an
allowed secured claim of $3,852,201 plus interest accruing.  Prior
to May 31, 2015, 230 East Beach will satisfy in full all amounts
owed under the Galveston Shores Note from the proceeds of the exit
loan.

  -- Each holder of the Allowed Unsecured Claims shall receive on
the Effective Date cash from Available Cash, including cash on hand
and available funds from the Investment Capital and/or Exit Loan.

  -- All ownership interests in the Reorganized Debtor will be
retained by Mickey Giles.  Any capital contributions paid
postpetition by Mickey Giles will be converted to debt and assumed
by the Reorganized Debtor from cash flow.

A copy of the Third Amended Disclosure Statement filed April 25,
2015, is available for free at:

        http://bankrupt.com/misc/Giles-Jordan_3rd_Am_DS.pdf

                      About Giles-Jordan, Inc.

Giles-Jordan, Inc., filed a Chapter 11 bankruptcy petition in its
hometown in Galveston, Texas (Bankr. S.D. Tex. Case No. 14-80173)
on May 5, 2014.  The Debtor disclosed $12 million in total assets
and $4.81 million in liabilities, including $3.72 million of
secured debt.  Its lone asset is a 39.16-acre property at 230 East
Beach Drive, in Galveston, Texas.  Galveston Shores, LP, of
Carlsbad, California, is the holder of the secured debt.

The case is assigned to Judge Letitia Z. Paul.  The Debtor is
represented by Jeffrey Wells Oppel, Esq., at Oppel & Goldberg,
PLLC, in Houston, Texas.


GLOBAL COMPUTER: Order Authorizing Payments Cues Plan Withdrawal
----------------------------------------------------------------
Global Computer Enterprises, Inc., and its Official Committee of
Unsecured Creditors have withdrawn their competing liquidating
plans that they have submitted in the Chapter 11 case.  The parties
explained that after the filing of the plans, the Court entered an
order authorizing payments to creditors.  In this relation, payment
of the allowed claims were authorized, and procedures were in place
for all remaining/disputed claims.

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

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

The Debtor's attorneys can be reached at:

         David I. Swan, Esq.
         MCGUIREWOODS LLP
         1750 Tysons Boulevard, Suite 1800
         Tysons Corner, VA 22102-4215
         Tel: (703) 712-5365
         Fax: (703) 712-5246
         E-mail: dswan@mcguirewoods.com

The Committee's attorneys can be reached at:

         Richard W. Engel, Jr., Esq.
         David L. Going, Esq.
         Susan K. Ehlers, Esq.
         ARMSTRONG TEASDALE LLP
         7700 Forsyth, Suite 1800
         St. Louis, Missouri 63105
         Tel: (314) 621-5070
         Fax: (314) 621-5065
         E-mail: rengel@armstrongteasdale.com
                 dgoing@armstrongteasdale.com
                 sehlers@armstrongteasdale.com

                - and -

         Kristen E. Burgers, Esq.
         Lawrence A. Katz, Esq.
         Kristen E. Burgers, Esq.
         LEACH TRAVELL BRITT PC
         8270 Greensboro Drive, Suite 700
         Tysons Corner, Virginia 22102
         Tel: (703) 584-8362
         Fax: (703) 584-8901
         E-mail: lkatz@ltblaw.com
                 kburgers@ltblaw.com

                      About Global Computer

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

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

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

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



GLOBAL PARTNERS: S&P Rates New $300MM Sr. Unsecured Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating and '4' recovery rating to Global Partners L.P.
(GLP) and GLP Finance Corp.'s proposed $300 million senior
unsecured notes due 2023.  The '4' recovery rating reflects S&P's
expectation of average (30% to 50%; in the lower half of the range)
recovery if a default occurs.  The partnership intends to use net
note proceeds to repay borrowings under its revolving credit
facility.  As of March 31, 2015, GLP had about $1.2 billion of
stand-alone reported debt. GLP is a U.S. midstream energy master
limited partnership that distributes crude oil and related products
through its logistics network that includes terminals, rail
facilities, and retail gas stations.

RATINGS LIST

Global Partners L.P.
Corp credit rating                  B+/Stable/--

New Rating

Global Partners L.P.
GLP Finance Corp.
$300 mil sr unsecd notes due 2023  B+
Recovery rating                    4L



GOODMAN NETWORKS: S&P Lowers Corp. Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Plano, Texas-based Goodman Networks to 'B-' from
'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured notes to 'B-' from 'B'.  The recovery
rating remains '4', indicating S&P's expectation for average
(30%-50%; higher end of the range) recovery in the event of a
default.

"The downgrade reflects our view that Goodman will be challenged to
meaningfully improve its operating and financial performance in
2015," said Standard & Poor's credit analyst Scott Tan.

The company's first-quarter 2015 results were weak as a result of
lower revenues from both the company's infrastructure services and
professional services businesses.  S&P expects this trend to
continue in 2015 resulting in weakened credit metrics.  Declining
revenue from the infrastructure business is the result of a
confluence of factors, including deferrals of AT&T capital
expenditures, lower contract volume as a result of AT&T's
substantial completion of its 4G-LTE network expansion, and a
reassignment of Goodman's Missouri Turf contract to other turf
vendors due to AT&T's efforts to diversify its vendor base.  The
reduction in professional services revenue is due to lower legacy
work and volume of services provided to Alcatel-Lucent.  The
revenue declines in both business divisions, and S&P's expectation
for further weakness for the remainder of 2015, led to S&P's
downgrade of the company.  

The stable outlook reflects S&P's belief that despite heightened
leverage in the id-7x area in 2015, it expects liquidity to remain
adequate and for FFO to total debt to remain in the 3%-5% range
over the next few years.

S&P could lower the rating if operating performance does not
improve modestly in line with S&P's expectations, or if AT&T were
to curtail more capital spending for projects, or DIRECTV were to
lower volume of services, resulting in lower revenue and margins
such that leverage remained above 8x on a prolonged basis.  This
would impair the company's liquidity position, as it would be
unable to cover its full fixed charges and would begin to burn
cash.

An upgrade is unlikely over the next couple of years, given S&P's
expectation that continued modest operating performance will lead
to interest coverage in the low-1x area and leverage remaining
above 7x.  S&P could raise the ratings, however, if operating
performance tracks ahead of its expectations such that total
interest coverage can be sustained above 2x and S&P believes
leverage can improve to and be sustained below 5x.



GORDIAN MEDICAL: Wins Approval of Full-Payment Plan
---------------------------------------------------
Judge Mark S. Wallace has confirmed Gordian Medical, Inc.'s Second
Amended Plan of Reorganization dated April 27, 2015.

The Plan provides for the payment in full plus interest to all
holders of allowed claims.  No rights of creditors have been
impaired under the Plan.

The Plan requires payments of approximately $13.7 million to
creditors on the Effective Date; the Debtor has access to
approximately $18 million to fund those payments.

The Plan will require monthly payments of approximately $305,000
for 84 months and the Court finds that the Debtor will have
sufficient cash flow to make those monthly payments.

The Court ruled that the Debtor has met the burden of proving the
elements of Sections 1129(a) and (b) of the Bankruptcy Code by a
preponderance of evidence.

The Debtor did not file a Disclosure Statement and did not solicit
votes on the Plan as no classes of creditors are impaired under the
Plan.  The judge ruled that the Plan contains adequate information
for creditors and interest holders to make the required "informed
judgment" about the Plan.

The post-confirmation status conference and hearing on any final
fee applications by professionals employed in the case will be held
on Aug. 5, 2015 at 9:00 a.m. local time.  Any final fee
applications by professionals must be filed and served no later
than July 1, 2015.

A copy of the Court's findings of fact and conclusions of law with
regard to the Debtor's Second Amended Plan is available for free
at:

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

                      Deal with Govt. Entities

As reported in the May 5 edition of the TCR, Gordian Medical filed
its Second Amended Plan of Reorganization to incorporate the terms
of the settlements of disputes between the Debtor and the Centers
for United States Medicare and Medicaid, The Internal Revenue
Service and The Franchise Tax Board regarding their claims.

The Amended Plan is a reorganization plan which provides for the
payment of (a) all Allowed Claims, other than the Government Entity
Claims, in full on the later of the Effective Date and the date
upon which a Claim becomes an Allowed Claim, and (b) the Government
Entity Claims pursuant to the terms of the to-be-approved
settlements with CMS, the IRS and the FTB.

The Debtor intends to fund payments required under the Amended Plan
from (1) available cash of approximately $4.5 million, and (2) the
contribution in an amount not to exceed $13.5 million contributed
by Gerald Del Signore, the President of the Debtor, Penelope
Parmes, a member of Troutman Sanders LLP, attested that
$13,500,000, plus $6,000 interest earned to date, from Mr. Del
Signore is on deposit City National Bank.

Mr. Del Signore attested that the Debtor will have sufficient funds
to pay $13.7 million at confirmation to make the payments required
to confirm the Plan:

   (a) There is an interim fee procedure in place in the Case
pursuant to which the professionals that have filed fee
applications have been paid allowed amounts during the course of
the Case.  The Debtor estimates that the amount of the allowed
professional fee claims that will remain unpaid as of the Effective
Date will be approximately $500,000.

  (b) The Debtor is current on its payment of U.S. Trustee fees to
date and estimates that it will require an additional $20,000 to
pay any U.S. Trustee fees at confirmation.

  (c) The Debtor is currently unaware of any Cure Claims other than
the payments required to be made to CMS to allow the Debtor to
assume its Supplier Agreement between it and CMS.  The Debtor has
agreed to pay CMS $35 million in settlement of its claims and as
cure payments to allow the assumption of the Supplier Agreement.
This amount will be paid as follows: (1) $5 million at
confirmation; (2) $4.6 million as a recoupment by CMS of the
amounts currently held in suspense by CMS; and (3) $25.4 million
recouped by CMS from ongoing payments in the ordinary course of
business in equal monthly installments over 84 months, with
interest accruing at the Federal post-judgment interest rate.  At
the current Federal post-judgment interest rate of 0.25%, this
equates to a monthly payment of $305,066 per month.  The settlement
also provides that CMS gets one-half of the funds awarded to the
Debtor on pending administrative appeals regarding postpetition
dates of delivery, but these amounts will only reduce the amount
outstanding and will not reduce the monthly payment obligations
from the Debtor to CMS (thus, the length of time required to pay
off the settlement with CMS may be less than 84 months).

  (d) The Debtor has agreed to pay the IRS $6,732,041 on account if
its claim at confirmation.

  (e) The Debtor has agreed to pay the FTB $2,014,010 on account of
its claim at confirmation.

  (f) The Debtor is currently unaware of any outstanding Priority
Wage Claims and is not aware of any other Priority Non Tax Claims.

  (g) The Debtor is not aware of any Miscellaneous Secured Claims.

  (h) The Debtor is not aware of any General Unsecured Claims.

  (i) The Debtor is not aware of any Priority Tax Claims.

Mr. Del Signore added that the Debtor will have sufficient funds to
make the monthly payment to CMS, currently calculated at $305,066
per month.

A red-lined copy of the Second Amended Plan is available for free
at:

      http://bankrupt.com/misc/Gordian_2nd_Am_Plan_Redline.pdf

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in Santa
Ana, California, on Feb. 24, 2012, after Medicare refunds were
halted.  Irvine, California-based Gordian Medical provides supplies
and services to treat serious wounds.  The Debtor has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37.9 million in assets and
$7.59 million in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.

Jeffrey L Kandel, Esq., Teddy M Kapur, Esq., Samuel R. Maizel,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, represent the Debtor as counsel.  Fulbright & Jaworski
LLP serves as the Debtor's special regulatory counsel.  Loeb & Loeb
LLP serves as the Debtor's special tax counsel.  GlassRatner
Advisory & Capital Group LLC serves as the Debtor's financial
advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GULF PACKAGING: Court Sets July 31 as Claims Bar Date
-----------------------------------------------------
The Hon. Pamella S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois set July 31, 2015, at 5:00 p.m.,
prevailing Central Time, as deadline for creditors of Gulf
Packaging Inc. to file their proofs of claim.  The Court also set
Oct. 26, 2015, at 5:00 p.m., as last day for governmental units to
file their claims.

                       About Gulf Packaging

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

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

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

The U.S. trustee overseeing the bankruptcy case of Gulf Packaging
Inc. appointed nine creditors to serve on an official committee of
unsecured creditors.


GULFMARK OFFSHORE: S&P Lowers CCR to 'B+', Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based GulfMark Offshore Inc. to 'B+' from 'BB-'.
The outlook is negative.

At the same time, S&P lowered the ratings on the company's
unsecured notes to 'B+' (the same as the corporate credit rating)
from 'BB-'.  The recovery rating on the company's unsecured notes
remains '3', indicating S&P's expectation of meaningful (high end
of the 50% to 70% range) recovery in the event of payment default.

"The downgrade on GulfMark reflects our expectation that the
company's utilization and dayrates will weaken in 2015 in
comparison to 2014 due to a worldwide oversupply of OSVs as well as
weaker demand for OSVs due to decreased offshore drilling," said
Standard & Poor's credit analyst Stephen Scovotti.

As a result, S&P expects the company's credit measures in 2015 to
materially deteriorate in comparison to 2014.  S&P now views the
company's financial profile as "highly leveraged," as defined by
S&P's criteria.  S&P considers GulfMark's business risk profile to
be "fair," as defined by S&P's criteria.  The company operates in
the volatile marine services business, focusing on support for
offshore drilling rigs.  S&P also considers marine services to be
highly competitive, with relatively few barriers to entry and the
potential for overcapacity.

The negative outlook reflects S&P's expectation that dayrates and
utilization for offshore supply vessels (OSVs) will remain weak
through 2015 and that debt to EBITDA will be close to 7X in 2015
and FFO to debt will be below 12%.  

S&P could lower the ratings if it expects debt to EBITDA to remain
well above 5x and FFO to debt will remain well below 12%.  This
could occur if dayrates and utilization for the company's OSV's
weaken beyond S&P's expectations.

S&P could revise the outlook to stable if it expects credit metrics
improve such that FFO to debt is greater than 12% and Debt to
EBITDA is less than 5x.  This could occur if offshore industry
conditions improve, causing dayrates and utilization to improve.



HAAS ENVIRONMENTAL: Voting Creditors Accept Ch. 11 Plan
-------------------------------------------------------
Haas Environmental, Inc.'s Fourth Amended Plan of Reorganization
has been accepted by voting creditors although the Debtor received
a written objection from the U.S. Trustee.

According to the report on plan voting, five classes, including
unsecured creditors voted to accept the Plan.  As to unsecured
creditors, 94% of the ballots received voted to accept the Plan and
97% of the ballot claim amounts voted in favor of the Plan.  No
classes voted to reject the Plan.

Andrew R. Vara, the Acting United States Trustee for Region 3, says
the Plan is not confirmable in these respects:

     (i) overly broad releases;

    (ii) impermissibly broad exculpation clause; and

   (iii) failure to file monthly operating reports.

According to the U.S. Trustee, although Eugene Haas, Shale
Solutions, LLC, K Investments WV, LLC, and Kimberly Haas may be
providing funds to the Debtor pursuant to the Plan, it is unclear
whether or not they are making substantial contributions to warrant
their releases.

As to the monthly operating reports, the U.S. Trustee notes that
the Court and parties-in-interest are entitled to current financial
information.  The Debtor has not filed its monthly operating report
for the month of March 2015, which report was due on or before
April 20, 2014.  In addition, the monthly operating report for the
month of April 2015 will be due on May 20, 2015, eight days prior
to the confirmation hearing.

Another party, Cummings Land and Development Company, filed a
limited objection. It only wants the Plan amended to incorporate a
court-approved settlement agreement and payment of base rent by the
Debtor of $60,000.

A third objector is L & P Investments, Inc., which says that the
Plan is flawed because it has failed to list L & P as a creditor.

                        The Chapter 11 Plan

According to the Fourth Amended Disclosure Statement, the Debtor
has a plan that allows the Debtor to continue operations and lets
Eugene Haas, the current 100% owner and president, remain in
control.

Payments to creditors will be funded from cash on hand,
contributions from Mr. Haas and other insiders, and ongoing
operations.

The Fourth Amended Plan is a product of the Debtor's negotiations
with various creditors, including the Official Committee of
Unsecured Creditors.  The Creditors Committee is asking unsecured
creditors to vote in favor of the Plan.

Pursuant to the Plan Settlement, the Debtor, Mr. Haas and other
insiders will make payments to the plan administrator to holders of
allowed unsecured claims equal to 50% of the total amount of the
claims.  Payment of the plan settlement will begin on the effective
date of the Plan, with a minimum initial payment of $300,000.  All
Plan settlement payments must be completed by the third anniversary
of the Effective Date.  In the event that the Debtor, Mr. Haas
and/or other releasees make accelerated payments such that not less
than 95% of the plan settlement payment is paid on or prior to the
second anniversary, the plan administrator will "forgive" the
remaining 5% balance.

Pursuant to the settlement, in exchange for Mr. Haas' new value
contribution, he will retain his equity interests in the Debtor.

The Plan estimates unsecured creditors will receive 45% to 50% on
account of their allowed claims, which amount is greater than the
0% that unsecured creditors would expect under a Chapter 7
liquidation.

A copy of the court-approved Fourth Amended Disclosure Statement
dated April 2, 2015, is available for free at:

         http://bankrupt.com/misc/Haas_Env_4th_Am_DS.pdf

                      About Haas Environmental

With corporate offices located at Vincentown, New Jersey, Haas
Environmental, Inc., performs industrial cleaning and maintenance
at steel mills, and provides support services to companies involved
in "fracking" operations.  The company's steel mill operations are
located in Trinity, Alabama; Armorel, Arkansas; and Burns Harbor,
Indiana.  Eugene Haas is the president.

Haas Environmental filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-27297) on Aug. 6, 2013.  Judge Kathryn C. Ferguson presides
over the case.  The Debtor disclosed $10.1 million in assets and
$11.6 million in liabilities as of the Chapter 11 filing.  

The Debtor tapped Cozen O'Conner as counsel from the Petition Date
through Dec. 8, 2013, and Sherman Silverstein from Dec.9, 2013 to
the present.  Woodworth & St. John is the Debtor's accountant;
Guida Realty is the realtor to assist with the sale of the
Seubenville, Ohio property; and Kennen & Kennen, Inc. as realtor
for the sale of the Glen Dale property.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as counsel
for the Official Committee of Unsecured Creditors.  EisnerAmper LLP
serves as the Committee's financial advisor.


HANSEN MEDICAL: Reports $11.9-Mil. Net Loss in Q1
-------------------------------------------------
Hansen Medical filed its quarterly report on Form 10-Q, disclosing
a net loss of $11.9 million on $5.79 million of revenues for the
three months ended Mar. 31, 2015, compared with a net loss of $14.5
million on $3.7 million of revenue for the same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $77.64 million
in total assets, $61.6 million in total liabilities, $19.7 million
in convertible preferred stock and a stockholders' deficit of $3.72
million.

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

                         http://is.gd/CNysyM

Hansen Medical develops, manufactures and markets a new generation
of medical robotics designed for accurate positioning,
manipulation and stable control of catheters and catheter-based
technologies.


HARSCO CORP: S&P Assigns 'BB' Rating on New $250MM Sr. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'BB' and recovery rating of '3' to Harsco Corp.'s $250 million
proposed senior notes due 2020.  The company will use proceeds from
the note issuance to repurchase the existing $250 million 2.7%
senior notes due 2015 pursuant to a concurrent tender offer, with
any remaining net proceeds to repay borrowings under the revolving
credit facility and general corporate purposes.  The recovery
rating of '3', indicates S&P's expectation of meaningful 50% to
70%; higher half of the range) recovery in the event of a payment
default.  Upon the 2015 notes' repayment, the maturity of the
revolving credit facility will be extended to June 2, 2019.

The 'BB' corporate credit rating and negative outlook on Camp Hill,
Pa.-based diversified industrial company Harsco Corp. are
unaffected.

The ratings on Harsco Corp. reflect the company's market-leading
positions in its niche businesses and challenged metals and
minerals segment.  The negative outlook reflects S&P's view of the
continued uncertainty surrounding Harsco's plans to turn around its
profitability and transform its portfolio.  While the segment's
revenues grew modestly relative to 2013, it faces headwinds
associated with lost contracts and the company's exit from
underperforming contracts.  S&P assess the company's business risk
profile as "fair," as defined by S&P's criteria.  S&P expects
headwinds from low commodity prices and a stronger dollar will
hinder profitability in 2015.  S&P forecasts leverage will remain
in the 3.5x to 4x debt to EBITDA range over the next 12 to 18
months and assess Harsco's financial risk profile as "significant,"
as defined by S&P's criteria.

RATINGS LIST

Harsco Corp.
Corporate credit rating                  BB/Stable/--

New Ratings
$250 mil proposed sr nts due 2020       BB
  Recovery rating                        3H



HERTZ VEHICLE: Motor Lease Amendment No Impact on Moody's Ratings
-----------------------------------------------------------------
Moody's announced that the execution of the amendment to the Third
Amended and Restated Master Motor Vehicle Operating Lease and
Servicing Agreement dated as of Sep. 18, 2009 (the Amendment) would
not, in and of itself and as of this time, result in the downgrade
or withdrawal of the ratings currently assigned to any of the
Series 2010-1, Series 2011-1 and Series 2013-1 notes (the
Outstanding Notes) issued by Hertz Vehicle Financing LLC. Hertz
Vehicle Financing LLC is a special purpose entity wholly owned by
The Hertz Corporation (B1 stable).

Moody's has determined that the Amendment, in and of itself and at
this time, will not result in the downgrade or withdrawal of the
ratings currently assigned to the Outstanding Notes. However,
Moody's opinion addresses only the credit impact associated with
the Amendment, and Moody's is not expressing any opinion as to
whether the Amendment has, or could have, other non-credit related
effects that may have a detrimental impact on the interests of
noteholders and counterparties.



HOLOGIC INC: S&P Affirms 'BB' CCR Following Credit Refinancing
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Hologic Inc. following the
company's refinancing of its credit facility.  The outlook is
stable.

At the same time, S&P assigned a 'BBB-' issue-level rating to the
$2.5 billion credit facility.  The recovery rating on this debt is
'1', indicating S&P's expectation of very high (90% to 100%)
recovery in the event of default.

The issue-level rating on the company's $1 billion unsecured notes
is 'BB'.  The recovery rating is capped at a '3' with S&P's
expectation of meaningful (50% to 70%; at the high end of range)
recovery in the event of default.  The issue-level rating on the
company's convertible notes is 'B+'.  The recovery rating is '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
in the event of default.

The rating on Hologic reflects the company's moderate product
diversity as a leading manufacturer and supplier of medical imaging
equipment, molecular diagnostic, and surgical products with a
strong focus on women's health care; modest geographic diversity;
and solid profitability.  "The rating also incorporates our
expectation that leverage will fall to about 3.7x in 2015 from
about 4x as of Dec. 31, 2014," said Standard & Poor's credit
analyst Tahira Wright.  As a result, we are revising our financial
risk profile assessment to "significant" from "intermediate".  S&P
also revised its assessment of liquidity to "strong" from
"adequate," reflecting the company's good cash flow generation and
our expectation that it will continue to grow its ample cash
reserves.

Hologic has a leading market position in the women's health care
market.  The company provides diagnostic services (47% of 2014
revenues), breast health (37% of 2014 revenues), gynecological
surgical (13% of 2014 revenues), and skeletal health (3% of 2014
revenues).  The company has made inroads in enhancing its
technology in its mammography imaging equipment.  The company has
introduced 3D imaging equipment that has clinical evidence on its
superior ability to detect cancer, has a best in class product
profile and has begun to see reimbursement from the Centers for
Medicare and Medicaid Services.  This device supplements its strong
position in 2D imaging. U.S. service providers have begun to
gradually shift to the higher price point 3D device from the 2D
device.  S&P expects this trend to accelerate over the next few
years, as patients and clinicians preference sways to the improved
technology and reimbursement coverage is expanded.  S&P also
expects the company to continue to grow its 2D line to emerging
markets.

S&P's stable outlook reflects its expectation of mid-single-digit
revenue growth contributing to EBITDA, with the company operating
with leverage of about 3.7x by the end of 2015.

Given the company's ability to generate solid cash flow from
operations and its commitment to repay debt, S&P believes the
company has plenty of cushion at the current rating.  A downgrade
could occur if operating performance meaningfully fell short of our
expectations.  S&P estimates that a 7% revenue decline combined
with a negative 400-basis-point gross margin deviation from S&P's
base case would reduce EBITDA and raise debt leverage to above 5x
at fiscal year-end 2015, which could trigger a downgrade.

S&P does not anticipate an upgrade in the coming year, unless the
company were to commit to significantly reducing debt and operating
with leverage under 3x over a sustained period, which would be
reflective of an "intermediate" financial risk profile. Over time,
improved geographic or product diversification could strengthen the
company's business risk profile to "satisfactory," which could be
an alternative path to an upgrade.  This could be achieved through
gradual organic growth and continued expansion in markets outside
U.S. or a transformative acquisition that is primarily funded
through internally generated cash.



HUSKY INT'L: S&P Raises Rating on $250MM Debt to 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on Husky International Inc.'s US$250 million second-lien
term bank to 'B-' from 'CCC+' and revised its recovery rating on
this debt instrument to '5' from '6'.

"The rating action reflects our view of better recovery prospects
for noteholders from the approximately US$64 million term loan
repayments made from available cash," said Standard & Poor's credit
analyst Jamie Koutsoukis.  The '5' recovery rating indicates S&P's
expectation for modest (the low end of the 10%- 30% range) recovery
in the event of default.

At the same time, Standard & Poor's affirmed all other ratings on
Husky, including its 'B' long-term corporate credit rating on the
company, as it expects Husky to continue to perform in line with
its expectations.  The outlook is stable.

The ratings on Husky mainly reflect what Standard & Poor's views as
the company's "highly leveraged" financial risk profile,
highlighted by the company's debt-to-EBITDA ratio in excess of 5x,
private equity ownership, and the cyclical nature of the plastic
injection molding machinery business.  Partially offsetting these
concerns is what Standard & Poor's deems as Husky's "fair" business
risk profile, given the company's leading 70% market share in
polyethylene terephthalate (PET) beverage packaging molds and
injection moldings systems, as well as Husky's diverse customer and
geographic base.

Through its subsidiaries, Husky designs, manufactures, and
distributes injection molding equipment to the plastics injection
molding equipment market and has the world's largest installed base
of PET injection molding machines.  The company's product lines
offer customers the ability to manufacture a wide range of plastic
products, such as PET packaging, which is primarily used for food,
beverage and other containers; packaging closures; and medical
applications.  Husky has production facilities in Canada, U.S.,
Luxembourg, Switzerland, Czech Republic, Austria, China and India.

S&P's view of Husky's business risk profile as "fair" stems from
the company's leading market share in the global plastic injection
molding equipment industry, its diverse customer and geographic
base, and relatively stable profitability.

The company is well-diversified geographically, with a growing
presence in developing markets.  Husky's installed base of systems
are split among North America (25%), EMEA (Europe, Middle East,
Africa) (32%), Asia (32%), and Latin America (11%).

The stable outlook on Husky reflects Standard & Poor's expectation
that the company will continue to generate relatively stable
margins and positive cash flow that will allow it the flexibility
to reduce debt from current levels.  S&P expects adjusted
debt-to-EBITDA to be in the mid-5x-6x range over the next two
years.

S&P could lower the ratings if there is an unexpected reversal of
business prospects, major acquisition, or dividend activity that
results in adjusted debt to EBITDA approaching the high 6x area on
a sustained basis.   S&P could also lower the ratings should
liquidity be assessed as "less-than-adequate" as per S&P's
criteria.

Given Husky's high leverage, S&P do not contemplate raising the
ratings in the next year.  However, S&P could do so if a
combination of stronger-than-expected EBITDA generation and debt
repayment results in improved credit metrics and S&P believes the
company is committed to keeping adjusted debt-to-EBITDA below 5x.



HYLAND SOFTWARE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Westlake, Ohio-based Hyland Software Inc. to negative from stable
and affirmed the 'B' corporate credit rating.

On May 29, 2015, S&P assigned a 'B' issue-level rating with a
recovery rating of '3' to the company's new $40 million revolver
due in 2020 and $600 million first-lien term loan due 2022.  The
'3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; higher end of the range) recovery in the event of payment
default.  S&P also assigned a 'CCC+' issue-level rating, with a
recovery rating of '6', to the company's new $180 million
second-lien term loan due 2023.  The '6' recovery rating indicates
S&P's expectation for negligible (0% to 10%) recovery in the event
of a payment default.

"The outlook revision reflects increased leverage that will result
from Hyland Software Inc. and Thoma Bravo's recapitalization of
Hyland and the transfer of the investment to a new Thoma Bravo
investment fund," said Standard & Poor's credit analyst Peter
Bourdon.

The company's total funded debt will increase to $780 million from
$600 million, which increases leverage to 7.4x from 5.7x.  Given
S&P's expectation for $50 million to $60 million in free cash flow
generation in 2015, it views the company as having the capacity to
lower leverage to less than 7x within one year.  However,
debt-financed acquisitions could slow the deleveraging path.

The negative outlook reflects the company's leverage above 7x at
close of the transaction, which is high for the rating.

S&P could lower the rating if the company engages in debt-financed
acquisitions or dividend payments leading to leverage sustained
above the 7x area.

S&P could revise the outlook to stable if the company is able to
achieve growth or repay debt such that leverage decreases to below
the 7x area.



I.E.C. RENTALS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
I.E.C. Rentals, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $139,530
  B. Personal Property            $6,767,282
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                    $6,062
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $163,730
                                 -----------      -----------
        Total                     $6,906,812         $169,792

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/I.E.C.Rentals_21_SAL.pdf

                     About I.E.C. Rentals

Naples, Florida-based I.E.C. Rentals, Inc., sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 15-02491) in Ft. Myers,
Florida, on March 12, 2015, without stating a reason.

According to the docket, the Chapter 11 plan and disclosure
statement are due by July 10, 2015.

Robert E. Cadenhead signed the petition as director.  The Debtor
is represented by Joey M Grant, Esq., at Marshall Socarras Grant,
in Boca Raton, Florida, as counsel.


IBCS MINING: Court Approves Sale of Equipment
---------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
approved IBCS Mining, Inc., et al.'s motion, as amended, to sell
certain personal property (equipment), particularly described as:

   -- Manufacturer: Gorman-Rupp
      Model: 16C2F4L
      Description: 6" Portable Water Machine
      Type: Pump
      S/N: 1425103

   -- Manufacturer: Caterpillar
      Model: XQ75
      Description: 75 KW Skid Mounted Machine
      Type: Generator Sets - Industrial
      S/N: PAPF01424

   -- Year: 2004
      Manufacturer: Magnum
      Model: MLT3060
      Description: Portable 4000W Machine
      Type: Light Tower
      S/N: 46409

   -- Year: 2010
      Manufacturer: Terex
      Model: RL4000
      Description: Portable 4000W Machine
      Type: Light Tower
      S/N: RL4103416

   -- Year: 2010
      Manufacturer: Terex
      Model: RL4000
      Description:3Portable 4000W Machine
      Type: Light Tower
      S/N: RL4103008

Within 10 business days after the sales are completed, the Debtors
will file a notice with the Court indicating the sales price(s) for
the equipment and the corresponding commission(s) paid to Ritchie
Bros. Auctioneers (America) Inc., the auctioneer.

A copy of the order is available for free at:

    http://bankrupt.com/misc/IBCSMining_540_520_order_sale.pdf

As reported in the Troubled Company Reporter on April 28, 2015, the
Debtors have tapped Ritchie to market, sell, and attain the highest
and best offer for their equipment.  The Debtors will compensate
Ritchie through payment of an auction commission based on the gross
sale price of the equipment as: (a) for any lot realizing more than
$2,500, Ritchie will receive a 12% commission; (b) for any lot
realizing between $100 and $2,500, Ritchie will receive a 25%
commission; and (c) a $65 document administration fee for each item
of equipment requiring title or registration documents.  Ritchie
will also receive an expense reimbursement for all costs incurred,
including but not limited to the moving and storage of the
equipment, not to exceed $1,000.

                        About IBCS Mining

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos.
14-61215
and 14-61216) on June 27, 2014.  The Court on July 8, 2014,
authorized the joint administration of the cases.  The cases are
assigned to Judge Kevin R. Huennekens.  

IBCS Mining estimated assets and debts of at least $10 million.
IBCS Mining Inc. disclosed $6.91 million in assets and $7.28
million in liabilities.  

Hirschler Fleischer, P.C., serves as the Debtors' counsel.  The
U.S. Trustee for Region 4 appointed two creditors to serves in an
official committee of unsecured creditors.



IKANOS COMMUNICATIONS: Has $12-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Ikanos Communications, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $12.0 million on $10.2 million of
revenues for the three months ended Mar. 31, 2015, compared with a
net loss of $10.3 million on $14.5 million of revenue for the same
period last year.

The Company's balance sheet at Mar. 31, 2015, showed $45.2 million
in total assets, $22.5 million in total liabilities, and a
stockholders' equity of $22.6 million.

The Company incurred a net loss of $12.0 million in the first
quarter of 2015 and had an accumulated deficit of $381.4 million as
of March 29, 2015.  As a result of its planned increase in
development spending associated with the next generation G.fast
offerings, recurring losses from operations, and the need to stay
in compliance with debt covenants, there is uncertainty regarding
the Company's ability to maintain liquidity sufficient to operate
its business effectively, which raises substantial doubt as to the
Company's ability to continue as a going concern.

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

                        http://is.gd/R3da8p

Ikanos Communications, Inc. (NASDAQ: IKAN) --
http://www.ikanos.com/-- is a provider of advanced broadband   
semiconductor and software products for the connected home.  The
company's DSL, communications processors and other offerings power
infrastructure and customer premises equipment for many of the
world's leading network equipment manufacturers and
telecommunications service providers.


IMRIS INC: Has Interim Authority to Tap $3.5MM in DIP Loans
-----------------------------------------------------------
IMRIS, Inc., et al., sought and obtained interim authority from the
U.S. Bankruptcy Court for the District of Delaware to tap $3.5
million from prepetition secured lender Deerfield Management
Company LP.

The Prepetition Lender committed $5,349,000 of postpetition
financing consisting of (i) Roll-Up Loans in the aggregate
principal amount of $925,000, (ii) Imaging and Service Business
Loans in the aggregate principal amount of $4,124,000, and (iii)
Robotics Business Loans in the aggregate principal amount of
$300,000.

As of the Petition Date, the Debtors owe the Prepetition Lenders in
the aggregate principal amount of not less than $26,874,162 in
respect of loans and other extensions of credit made pursuant to
transaction documents.

The DIP Loans will bear interest at (i) with respect to the Roll-Up
Loans, 19.0% simple interest per annum, (ii) with respect to the
Service Business Loans, 19.0% simple interest per annum and (iii)
with respect to the Robotics Business Loans, 19.0% simple interest
per annum.

A full-text copy of the DIP Budget is available at
http://bankrupt.com/misc/IMRISbudget0526.pdf

A final hearing to consider approval of the financing request is
scheduled for June 16, according to Bill Rochelle and Sherri Toub,
bankruptcy columnists for Bloomberg News.

                         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: Receives Nasdaq Delisting Notice
-------------------------------------------
IMRIS Inc. on June 1 disclosed that the Company received a letter
May 26, 2015 from the NASDAQ Stock Market LLC stating that in
accordance with Listing Rules 5101, 5110(b), and IM-5101-1, the
Staff has determined that the Company's securities will be delisted
from The NASDAQ Stock Market.  Accordingly, trading of the
Company's Common Shares will be suspended at the opening of
business on June 4, 2015, and a Form 25-NSE will be filed with the
Securities and Exchange Commissions (the SEC), which will remove
the Company's securities from listing and registration on The
Nasdaq Stock Market.  The Nasdaq staff determination was based on
the following factors: the associated public interest concerns
raised by the Company's press release dated May 26, 2015 in which
the Company announced it has filed for protection under Chapter 11
of the U.S. Bankruptcy Code; concerns regarding the residual equity
interest of the existing listed securities holders; and concerns
about the Company's ability to sustain compliance with all
requirements for continued listing on The Nasdaq Stock Market.

                         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: Seeks to Pay $500K to Critical Vendors
-------------------------------------------------
IMRIS, Inc., et al., seek authority from U.S. Bankruptcy Court for
the District of Delaware to pay the prepetition claims of certain
critical vendors that delivered goods or provided services before
the Petition Date in the ordinary course of business.

The Debtors estimate that the Critical Payments will total
approximately $500,000 in the aggregate.  The Critical Vendors
provide the Debtors with certain vital components of the Debtors'
system, inclusing the MR scanner, the CT scanner, the angiography
system, radio-frequency shielding systems, certain hardware
components for the Debtors' integrated data-management system,
operating room booms and surgical lighting.

The Debtors will obtain written verification before issuing payment
to a Critical Vendor that that Critical Vendor will continue to
provide goods and services to the Debtors on customary trade terms
throughout the Debtors' Chapter 11 cases.

                         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.


INDRA HOLDINGS: S&P Lowers CCR to 'B-', Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cincinnati, Ohio-based Indra Holdings Corp. to 'B-' from
'B'.  The outlook is stable.

Concurrently, S&P lowered its issue-level ratings on the company's
$245 million first-lien term loan due 2021 to 'B-' from 'B'.  The
'4' recovery rating on this facility, which indicates S&P's
expectation for average (30% to 50%, at the low end of the range)
recovery in the event of a payment default, remains unchanged.

The downgrade reflects Standard & Poor's expectations that Indra's
credit metrics will not improve as S&P originally anticipated,
primarily because of softness in footwear, cold weather, and rain
products in the company's U.S. wholesale channel and declines in
sales in its French channel, which has resulted in decreased cash
flow over the past year.

"Although we expect operating margins to modestly improve in fiscal
2016 through higher-margin product line extensions, modest price
increases, and normalizing costs, we believe financial leverage
will remain very high," said Standard & Poor's credit analyst Ryan
Ghose.

The stable outlook reflects Standard & Poor's expectation that the
company will continue to generate only modest positive
discretionary cash flows, as product line extensions, modest price
increases, and ongoing cost efficiency initiatives mitigate weak
sales growth.  As a result, S&P believes credit metrics will remain
weak and only slowly improve over the next 12 to 24 months.



KALOBIOS PHARMACEUTICALS: Incurs $9.62-Mil. Net Loss in Q1
----------------------------------------------------------
KaloBios Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $9.62 million on $nil of revenues
for the three months ended Mar. 31, 2015, compared with a net loss
of $10.4 million on $nil of revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $32.0 million
in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $16.1 million.

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

                          http://is.gd/H31gcZ

                  About KaloBios Pharmaceuticals

Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a company biopharmaceutical company focused on the
development of monoclonal antibody therapeutics.

The Company reported a net loss of $38 million on $nil in revenue
for the year ended Dec. 31, 2014, compared with a net loss of $42.0
million on $44 of revenues in 2013.

Following the 2014 results, Ernst & Young LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has recurring losses from operations.



KHF PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: KHF Properties, LLC
        32 Tanyard Road
        Richboro, PA 18954

Case No.: 15-13903

Chapter 11 Petition Date: June 1, 2015

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

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: Jon M. Adelstein, Esq.
                  ADELSTEIN & KALINER, LLC
                  Penn's Court
                  350 South Main Street, Suite 105
                  Doylestown, PA 18901
                  Tel: (215) 230-4250
                  Fax: (215) 230-4251
                  Email: jma@tradenet.net
                         pjg@tradenet.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Larry J. Feldman, managing member.

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


LANCASTER FINANCING: S&P Ups Tax Allocation Bonds Rating From BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) on Lancaster Financing Authority, Calif.'s series 2003,
2003B, 2004B, and 2006 subordinate tax allocation bonds (TABs) to
'BBB' from 'BB'.  The outlook is stable.

"The upgrade reflects management's reserving enough funds to cover
the Successor Agency (SA) to the Lancaster Redevelopment Agency's
semiannual debt service payments; it also reflects increases in
assessed values in the past two years," said Standard & Poor's
credit analyst Michael Stock.

The SPUR reflects what S&P views as the SA's:

   -- Low semiannual debt service coverage of 1.06x in the second
      half of the calendar year.

This weakness is partly offset, in S&P's opinion, by the project
areas' (PAs):

   -- 12% increase in AV for fiscal 2015,

   -- Moderate 0.17 volatility ratio, and

   -- Relatively diverse leading 10 taxpayers representing only
      6.0% of incremental AV across the four PAs.

The stable outlook reflects S&P's opinion of the bonds' fully
funded debt service reserve fund and stabilized AV within the PAs.
Should AV increase such that coverage from pledged revenue should
cover the bonds by more than 1x, S&P could raise the rating. Should
the agency need to draw on the debt service reserve for the bonds
due to the mismanagement of its ROPS, S&P could lower the rating.
Should management fully reserve for a full bond year as required by
the SA's indenture, S&P could raise the rating.



LANDMARK HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Landmark Holdings, L.P.
        1901 Airport Freeway
        Bedford, TX 76021

Case No.: 15-42233

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 1, 2015

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

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  WRIGHT GINSBERG BRUSILOW P.C.
                  Republic Center, Suite 4150
                  325 North St. Paul Street
                  Dallas, TX 75201
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  Email: pkeiffer@wgblawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Philip Galyen, president of Landmark
Holdings, GP, Inc., general partner of the Debtor.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb15-42233.pdf


LEE STEEL: Committee Raises Sale Procedure Concerns
---------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that the Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Lee Steel Corp. is questioning the Debtor's
decision to schedule an auction before any buyer is committed to
bid.

According to the report, the Committee said it doesn't take issue
with Lee's reasons for pursuing a sale but challenges the method.
Imposing pre-ordained bid procedures and a form sale contract on a
lead bidder may suppress the price, the panel said, the report
related.

                           About Lee Steel

Lee Steel Corp. is in the business of providing a full range of
flat rolled steel, including hot rolled steel, cold rolled steel,
and exposed coated products for automotive and other manufacturing
industries.  Lee Steel operates from special purpose facilities
located in Romulus, Michigan and Wyoming, Michigan.  The corporate
headquarter are located in Novi, Michigan.

On April 13, 2015, Lee Steel and 2 affiliated companies -- Taylor
Industrial Properties, L.L.C., and 4L Ventures, LLC -- each filed a
Chapter 11 bankruptcy petition in Detroit, Michigan (Bankr. D.
Del.).  The cases have been assigned to Judge Marci B McIvor.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes, with all pleadings to be maintained on the
case docket at Case No. 15-45784.

The Debtors have tapped McDonald Hopkins PLC as counsel; Huron
Business Advisory, as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

Lee Steel estimated $10 million to $50 million in assets and $50
million to $100 million in debt as of the bankruptcy filing.

The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.


MAGNUM HUNTER: Moody's Cuts CFR to Caa2, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Magnum Hunter Resources
Corporation's Corporate Family Rating to Caa2, Probability of
Default Rating to Caa2-PD, senior secured term loan rating to B2
and senior unsecured notes rating to Caa3. Moody's also lowered the
Speculative Grade Liquidity Rating to SGL-4 to underscore weak
liquidity. The rating outlook has been changed to negative from
stable.

"The downgrade reflects Moody's view that MHR has an unsustainable
capital structure, and without a permanent reduction in debt level,
the company will not be able to overcome its chronic liquidity
challenges and will face elevated default risk in a low commodity
price environment," said Sajjad Alam, Moody's AVP-Analyst. "Despite
a substantial increase in production in first quarter 2015, the
company will not generate sufficient cash flow to cover its
interest expenses or capex in 2015. Absent significant cash
infusion through asset sales or capital market transactions, the
company will be hard pressed to make the next coupon payment on its
9.75% $600 million senior notes on November 15, 2015."

Issuer: Magnum Hunter Resources Corporation

Downgraded:

  -- Corporate Family Rating, Downgraded to Caa2 from B3

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

  -- US$600 million 9.75% Senior Unsecured Regular
     Bond/Debenture, Downgraded to B2 (LGD2) from B1

  -- US$600 million 9.75% Senior Unsecured Regular
     Bond/Debenture, Downgraded to Caa3 (LGD5) from Caa1

Ratings Changed:

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

Outlook Actions:

  -- Change to Negative from Stable

Moody's expects MHR to have weak liquidity through mid-2016. The
company had only $14 million of cash at March 31, 2015 and did not
have access to its $50 million borrowing base revolving credit
facility after breaching financial covenants. MHR subsequently
obtained a waiver conditioned on the company raising at least $65
million of cash before June 19, 2015. The company is trying to
raise the necessary cash through equity issuance and asset sales.
The company is also working with a gas marketing firm to eliminate
the $39.3 million of LCs posted against firm transportation
contracts. While the company has been able to stave off technical
default through serial assets sales since 2013, Moody's believe
asset dispositions will become increasingly difficult in depressed
oil and natural gas price environment.

The revolver covenants were amended and now comprise a maximum
total secured net debt to EBITDAX test of 2.5x (stepping down to 2x
on March 31, 2016) and a minimum current ratio test of 1x. The
company will most likely breach one or both covenants at the end of
second quarter 2015. The second lien term loan requires a total
proved reserve coverage ratio of 1.5x and a total proved developed
producing reserve coverage ratio of 1x. While the company complied
with the term loan covenants at the end of first quarter,
prospective compliance remains highly uncertain.

MHR is looking to divest additional assets, including a portion of
its midstream interest, and enter into liquidity enhancing joint
venture type arrangements. Moody's note that MHR's midstream assets
(Eureka Hunter) are not pledged to MHR's bank lenders and could
provide alternate liquidity.

MHR's Caa2 CFR reflects its concentrated and small scale E&P
operations; high leverage relative to current production, reserves
and cash flow levels, weak capital productivity and cash margins
and natural gas weighted asset base. The Caa2 CFR is supported by
MHR's significant undeveloped acreage position in the Marcellus and
Utica Shale plays and the potential value in the company's
midstream (Eureka Hunter) assets.

The $340 million second lien term loan facility is rated B2, three
notches above the CFR given the significant loss absorption cushion
afforded by the company's $600 million senior unsecured notes. The
notes are rated at Caa3 because of their subordinated claim to
MHR's assets behind the second lien term loan and first-lien
revolving credit facility.

The negative outlook reflects the high degree of uncertainty around
MHR's ability to shore up liquidity. The CFR will be downgraded if
it appears that MHR may not be able raise enough cash through asset
sales or capital market transactions prior to its next coupon
payment. A reduction in debt level and sufficient liquidity to fund
the next 12 months' cash requirements will be pre-requisites for an
upgrade. An upgrade would also be contingent on maintaining a
EBITDAX to interest coverage ratio above 1x.

The principal methodology used in these ratings was the 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.

Magnum Hunter Resources Corporation (MHR) is a Houston, Texas based
publicly traded oil and gas exploration and production (E&P)
company with principal assets in the states of West Virginia, Ohio,
North Dakota, and Kentucky.


MEDICAL SPECIALTIES: S&P Affirms 'B' CCR & Revises Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and 'B' issue-level rating on alternate site infusion
therapy solutions provider Medical Specialties Distributors LLC.
At the same time, S&P has revised its outlook to negative from
stable.

S&P is also revising its liquidity assessment to "less than
adequate" from "adequate".

"The corporate credit rating affirmation reflects our belief that,
despite the ongoing cash flow deficits and challenging liquidity
position, MSD will generate modest positive cash flow in 2015 as a
result of improved working capital management and reduction to its
2015 capital expenditures," said Standard & Poor's credit analyst
Maryna Kandrukhin.  While S&P thinks faster collections combined
with lower equipment investment will help MSD generate positive
cash flow in 2015 and use it to reduce the revolver balance, S&P
notes that improvement is not yet evident in the company's
results.

The rating affirmation also reflects S&P's view that MSD's
projected 2015 adjusted leverage ratio will be 6.2x and that its
business risk profile is intact, characterized by a niche but
leading position in the direct-to-provider home infusion supplies
distribution space.

S&P's assessment of the company's financial risk profile primarily
reflects adjusted leverage of more than 5x, a funds from operations
(FFO) to debt ratio below 12% and financial sponsor ownership.
Given the recent EBITDA margin decline and limited cash flow
generation, S&P don't expect any improvements to what it considers
to be a "highly leveraged" financial risk profile over the next 12
months.

S&P's assessment of the company's business risk profile primarily
reflects the company's small size, narrow business focus, limited
addressable market, and only modest market shares in its oncology
and PHD segments.  In those segments, the company continues to
compete for market share against large drug wholesalers such as
McKesson, Cardinal Health, and AmerisourceBergen who dominate the
market.  These weaknesses are only partially offset by S&P's belief
that MSD has the leading market position as a direct-to-provider
distributor of home infusion supplies and that it benefits from a
competitive advantage from its national footprint, long-term
relationships with national-scale accounts, and technological
capabilities.

The negative outlook reflects risks to MSD's ability to achieve
S&P's base-case scenario.  To generate positive cash flow, MSD will
have to make rapid and significant improvement to working capital
management and meaningfully reduce its capital expenditures.  The
steps taken to improve operating trends have not yet materialized
in the company's financial statements.

S&P could lower the rating if MSD fails to meet S&P's base-case
scenario and continues generating cash flow deficits and depleting
its liquidity resources.  If the company fails to generate positive
cash flow by the end of the third quarter of 2015, S&P will likely
lower the rating.

S&P would revise its outlook to stable if MSD achieves S&P's
base-case scenario for 2015 and it becomes confident that the
company can sustain its improved operating performance.  If by the
first quarter of 2016, MSD generates positive cash flow and
sustains it profitability while S&P become confident that it can
continue generating operating cash flow of at least $10 million
annually, S&P will revise the outlook to stable.



MERITAGE HOMES: Moody's Rates New $200MM Notes at Ba3
-----------------------------------------------------
Moody's Investors Service affirmed Meritage Homes Corporation's
Corporate Family Rating of Ba3 and its Probability of Default
Rating at Ba3-PD. At the same time, the ratings outlook was changed
to positive from stable. Concurrently, Moody's assigned a Ba3
rating to Meritage's proposed $200 million senior unsecured notes
and affirmed the existing senior notes at Ba3. The
Speculative-Grade Liquidity (SGL) rating was affirmed at SGL-2
indicating good liquidity profile.

The company intends to use the net proceeds from the proposed $200
million senior unsecured note offering for general corporate
purposes including to repay outstanding borrowings under its
unsecured revolving credit facility.

The change in the ratings outlook to positive incorporates positive
momentum in the company's financial performance and the industry at
large. Meritage's result are expected to continue to improve in
2015 and 2016 with debt leverage declining below 42% and gross
margins hovering between 20-21%.

Moody's took the following rating actions on Meritage Homes
Corporation:

  -- Corporate Family Rating affirmed at Ba3;

  -- Probability of Default Rating affirmed at Ba3-PD;

  -- Proposed $200 million senior unsecured notes, assigned
     Ba3 (LGD4);

  -- $175 million 4.5% senior unsecured notes, affirmed
     Ba3 (LGD4);

  -- $200 million 7.15% senior unsecured notes, affirmed
     Ba3 (LGD4);

  -- $300 million 7.0% senior unsecured notes, affirmed
     Ba3 (LGD4);

  -- $126 million 1.875% convertible senior notes, affirmed
     Ba3 (LGD4);

  -- $103 million 7.15% senior unsecured notes, affirmed      
     Ba3 (LGD4);

  -- Speculative-Grade Liquidity Rating, affirmed at SGL-2;

  -- Outlook changed to positive from stable.

The Ba3 Corporate Family Rating reflects Meritage's disciplined
capital structure management and improving operating performance
which is expected to result in a moderate adjusted homebuilding
debt-to-capitalization ratio of around 42% in the next 12 months
despite the proposed debt issuance. Additionally, the company's
return on assets is projected to continue be slightly over 10% - a
significant increase from just 5% in 2012. Moreover, the rating
benefits from Meritage's efforts to reduce geographic
concentration. The company's current footprint spans over 9 states
and 21 markets -- most of which are top markets for homebuilding
activity. However, despite the efforts to diversify its revenue
streams, Meritage's still derives 32% of revenues from Texas and
18% of revenues from California. In addition, the rating is
constrained by projected negative free cash flow generation as the
company is anticipated to invest about $700 million in land and
land development in 2015.

The positive outlook incorporates positive momentum in the
company's financial performance and the industry at large.

The ratings would be considered for an upgrade if Meritage's
adjusted homebuilding debt-to-capitalization ratio declined below
40% and if the company expands its profitability on a net income
basis, while maintaining strong liquidity. In addition, a material
increase in size, scale, and diversification is an important
consideration for upgrade.

The ratings could be lowered if the company jeopardized its
liquidity position by engaging in land purchases or substantial
share buy-backs, if gross margins or earnings deteriorate
substantially, or if the adjusted homebuilding
debt-to-capitalization ratio is maintained above 50% during the
next 12 to 18 months.

Meritage Homes Corporation is the eight largest homebuilder in the
U.S., primarily building single-family and attached homes in 21
markets in Arizona, Texas, California, Colorado, Florida, North
Carolina, South Carolina, Tennessee, and Georgia. Formerly known as
Meritage Corporation, the company was founded in 1985 and is
headquartered in Scottsdale, Arizona. Total revenues and
consolidated net income for the twelve months ended March 31, 2015
were approximately $2.3 billion and $133 million, respectively.

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


NAARTJIE CUSTOM: Inks Lease Rejection Agreement with BSFMT, et al.
------------------------------------------------------------------
The Hon. William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah authorized Naartjie Custom Kids, Inc., to enter
into:

   a) lease rejection agreement with SVN Nobbs East Sahara, LLC, LM
Wasatch, LLC, and BSFMT Wasatch, LLC, the landlord;

   b) license agreement with the landlord to use and occupy a
portion of the premises consisting of an existing computer server
room and certain office area for up to four employees; the
employees will be located in a contiguous area; and

   c) license agreement with Advanced Comfort Technologies, Inc.,
the new tenant.

Pursuant to the rejection agreement, (1) the lease is rejected as
of the date of the entry of the order; and (2) the landlord is
authorized, allowed, and directed to pay $17,451 to the Debtor.
Upon lease rejection and termination, the landlord will reimburse
to the tenant the rent paid under the Lease for April 2015 in the
amount of $17,451.

A copy of the order, along with the Lease Rejection Agreement, is
available for free at:

  http://bankrupt.com/misc/NAARTJIECUSTOM_502_propertyuseord.pdf

                     About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel.  Ray Quinney &
Nebeker P.C. serves as local counsel.  FTI Consulting, Inc. serves
as its financial advisor.



NAARTJIE CUSTOM: Settlement on Synclaire's Admin. Claim Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah approved a
settlement among Naartjie Custom Kids, Inc., the Official Committee
of Unsecured Creditors, and Synclaire Brands, Inc.

Synclaire and the Debtor are parties to a U.S. Merchandise License
Agreement dated Feb. 1, 2011.  The expiration date for the license
agreement is Dec. 31, 2015.  The license agreement calls for
Synclaire to pay the Debtor certain guaranteed minimum payments of
$50,000 for 2014, and $75,000 for 2015.  Synclaire has not paid any
portion of the 2014 guaranteed minimum payments or for the 2015
GMP.

On Jan. 15, 2015, Synclaire filed a proof of claim of $177,867 that
was designated as an administrative claim.

Following negotiations, the parties agreed that, among other
things:

   1. the proof of claim will be deemed an allowed as a 11 U.S.C.
Sec. 503(b) administrative claim in the reduced amount of $100,000,
which will be paid on a parri passu basis with all other Section
503(b) claims in the case;

   2. the license agreement will be deemed terminated upon the
Bankruptcy Court's approval of the stipulation; and

   3. Synclaire will have no obligation to pay the 2014 GMP or the
201 GMP.

A copy of the settlement is available for free at:

      http://bankrupt.com/misc/NAARTJIEC_510_settlement.pdf

                     About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel.  Ray Quinney &
Nebeker P.C. serves as local counsel.  FTI Consulting, Inc. serves
as its financial advisor.



NEW YORK LIGHT: Can Pay $300,000 to Critical Vendors
----------------------------------------------------
Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for
the Northern District of New York gave New York Light Energy, LLC,
et al., interim authority to pay certain prepetition claims of
critical vendors, shippers, freight carriers and warehousemen, in
an amount not to exceed $300,000.

A final hearing on the motion will be held on June 9, 2015, at 4:00
p.m., prevailing Eastern Time.

                    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 Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.
Judge Robert E. Littlefield Jr. is assigned to the cases.

The Bankruptcy Court set Nov. 23, 2015, as the last day for
creditors to file proofs of claim.


NEW YORK LIGHT: Court Issues Joint Administration Order
-------------------------------------------------------
Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for
the Northern District of New York issued an order directing joint
administration of the Chapter 11 cases of New York Light Energy,
LLC, and its debtor affiliates, under lead case no. 15-11121.

                    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 Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.
Judge Robert E. Littlefield Jr. is assigned to the cases.

The Bankruptcy Court set Nov. 23, 2015, as the last day for
creditors to file proofs of claim.


NEW YORK LIGHT: Has Interim Authority to Use M&T Cash Collateral
----------------------------------------------------------------
Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for
the Northern District of New York gave New York Light Energy, LLC,
et al., interim authority to use the cash collateral securing their
prepetition indebtedness from Manufacturers and Traders Trust
Corporation.

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.

An interim hearing on the request to obtain financing will be held
on June 9, 2015, at 4:00 p.m.

                    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 Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.
Judge Robert E. Littlefield Jr. is assigned to the cases.

The Bankruptcy Court set Nov. 23, 2015, as the last day for
creditors to file proofs of claim.


NEWSAT LIMITED: Wins Chapter 15 Recognition
-------------------------------------------
Law360 reported that a Delaware bankruptcy judge granted Chapter 15
recognition to Australian satellite outfit NewSat Ltd., which said
it has been making progress on a deal to restructure the company.

According to the report, U.S. Bankruptcy Judge Laurie Selber
Silverstein awarded Chapter 15 protection to NewSat at a hearing in
Wilmington, signing off on an order that recognizes the company's
Australian administration case as a foreign main proceeding.

MEASAT Satellite Systems presented a "comprehensive restructuring"
proposal, attorney Ken Coleman told the court, and Lockheed Martin
Corp. has indicated a willingness to discuss new terms for its
recently canceled contract to construct NewSat's flagship satellite
project, the report related.

                            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.


NORTEL NETWORKS: SNMP Says Ch. 11 Judge Can't Rule on Avaya Claims
------------------------------------------------------------------
Law360 reported that software company SNMP Research International
Inc. urged the Delaware bankruptcy judge overseeing Nortel Networks
Inc.'s Chapter 11 case to find that his court lacked the authority
to rule on claims brought against Avaya Inc., which purchased one
of the telecom's units.

According to the report, SNMP alleges that Nortel and Avaya, which
bought the debtor's enterprise solutions business for $915 million
in a postpetition sale, improperly used its software without
authorization, and asked U.S. Bankruptcy Judge Kevin Gross to sign
off a motion stating his court could not enter final judgment on
the Avaya claims.

SNMP's decision to bring the claims by filing an adversary
complaint in Nortel's bankruptcy did not amount to acceptance of
the court's authority, SNMP attorney G. David Dean of Cole Schotz
PC said, the report related.

The adversary suit is SNMP Research International Inc. et al. v.
Nortel Networks Inc. et al., case number 1:11-ap-53454, in the U.S.
Bankruptcy Court for the District of Delaware.

                       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.


OCATA THERAPEUTICS: Has $7.03M Net Loss in First Quarter
--------------------------------------------------------
Ocata Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $7.03 million on $39,500 of revenues for the three
months ended March 31, 2015, compared to a net loss of $8.69
million on $39,500 of revenues for the same period in the prior
year.

The Company's balance sheet at March 31, 2015, showed $4.88 million
in total assets, $6.96 million in total liabilities, and a
stockholders' deficit of $2.08 million.

As of March 31, 2015, the Company has an accumulated deficit of
$356.2 million, recurring losses from operations, and negative
working capital which raise substantial doubt about the ability of
the Company to continue as a going concern.

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

                       http://is.gd/89zzME
                          
Marlborough, Mass.-based Ocata Therapeutics, Inc., formerly
Advanced Cell Technology, Inc. -- http://www.ocata.com/-- is a
biotechnology company, engaged in the development and
commercialization of human pluripotent stem cell technology in the
field of regenerative medicine.

The Company reported a net loss of $34.8 million on $95,400 in
revenue for the year ended Dec. 31, 2014, compared to a net loss
of $31.02 million on $143,000 of revenue in the same period last
year.

Following the 2014 results, BDO USA LLP expressed substantial doubt
about the Company's ability  to continue as a going concern, citing
that the Company has suffered recurring losses from operations and
has a net capital deficiency.




OHCMC-OSWEGO: Settles Plan Dispute with PNC and BMO
---------------------------------------------------
OHCMC-Oswego, LLC, and lenders PNC Bank, N.A. and BMO Harris Bank,
N.A., presented to the U.S. Bankruptcy Court for the Northern
District of Illinois a stipulation that resolve the disputes with
respect to (i) PNC's Motion for Debtor to Comply with Terms of the
Confirmed Plan and (ii) the Debtor's Motion to Surcharge the
Lenders' Collateral.

On Sept. 18, 2014, the Court entered an order confirming the
Debtor's Modified Plan of Liquidation Dated June 30, 2014.  The
Plan provides, among other things, that roughly $29,000 that was
previously held in an escrow account by the Village of Oswego would
be distributed to holders of allowed unsecured claims, including
the deficiency claims of PNC and BMO.

On Oct. 31, 2014, pursuant to the Plan, the Debtor sold
substantially all of its assets to REO Funding Solutions V, LLC for
$11.125 million.

The Plan's Effective Date occurred on Jan. 15, 2015.

On April 27, 2015, PNC filed the Motion to Compel, which, inter
alia, requested the entry of an order requiring the Debtor to turn
over $43,741 that PNC asserted constituted its cash collateral;

On April 27, 2015 the Debtor filed the Surcharge Motion, seeking to
surcharge the collateral of PNC and BMO in order to pay outstanding
U.S. Trustee fees, which total $13,325 for the third and fourth
quarter of 2014, and additional amounts that will be due for the
first and second quarters of 2015.

Following negotiations, the parties agreed that:

   -- BMO and PNC waive their right to receive any portion of the
Oswego Escrow Funds.

   -- The Debtor will deliver to PNC (through its counsel) the sum
of $40,278, representing all amounts in the possession or control
of the Debtor which constitute PNC's cash collateral ("PNC Cash
Collateral Payment").

   -- The Debtor will use a portion of the Oswego Escrow Funds to
pay the UST Fees, and the balance shall be distributed to unsecured
creditors (exclusive of BMO and PNC) in accordance with the Plan.

   -- The Debtor will submit a draft order for the previously filed
motion (the "Motion for Final Decree") that seeks the entry of a
final decree and requests the closure of the Debtor's Chapter 11
bankruptcy case.

   -- PNC will file on the docket in the Debtor's bankruptcy case a
notice of withdrawal of the Motion to Compel; and the Debtor shall
file on the docket in the Debtor's bankruptcy case a notice of
withdrawal of the Surcharge Motion.

                    About OHCMC-OSWEGO, LLC

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments. It is wholly owned by
Oliver-Hoffman Corporation. Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets. Camille O. Hoffmann signed the petition as
president of managing and sole member. The Debtor disclosed $92,268
plus an unknown amount in assets and $56,782,127 in liabilities.
The Hon. Carol A. Doyle presides over the case.  The Debtor is
represented by David C. Gustman, Esq., at Freeborn & Peters LLP.  

No trustee, examiner or creditors' committee has been appointed in
the case.

The U.S. Bankruptcy Court confirmed the Debtor's Modified Plan of
Liquidation dated June 30, 2014, which contemplates a sale of the
Debtors' assets.


ON SEMICONDUCTOR: S&P Rates Convertible Notes & Revolver 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to Phoenix-based semiconductor maker
ON Semiconductor Corp.'s proposed $600 million convertible notes
due 2020 and $1 billion revolving credit facility due 2020. The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50% to 70%, in the upper half of the range) in the event of
payment default.

ON Semiconductor Corp. will be the borrower of the notes, and
Semiconductor Components Industries LLC (SCI), the operating
subsidiary of ON Semiconductor, is the issuer of the revolving
credit facility.

At the same time, S&P lowered its issue-level rating on the
company's subordinated convertible notes to 'BB-' from 'BB+' and
revised its recovery rating to '6' from '3'.  The '6' recovery
rating indicates S&P's expectation for negligible recovery (0% to
10%) in the event of payment default.  The downgrade reflects the
issuance of the new convertible notes, which are senior to the
subordinated convertible notes.

The 'BB+' corporate credit rating and stable outlook on ON
Semiconductor remain unchanged.

The revolving credit facility is currently secured by a pledge of
the equity interests in certain subsidiaries; S&P expects this
security to be released upon the closing of the new notes, and
S&P's expectation provides key support for its ratings on the new
notes.  Although the new notes are structurally subordinated to the
revolving credit facility, they will be guaranteed by SCI and all
of the guarantors of the revolving credit facility, so S&P expects
that these instruments would rank equally in a default scenario.

RECOVERY ANALYSIS

Key Analytical Factors

   -- S&P's simulated default scenario assumes a default in 2020
      due to weakness in certain end markets and inventory
      correction leading to significant margin erosion.

   -- S&P has valued the company as a going concern to estimate
      recovery, applying a 5x EBITDA multiple to an assumed
      distressed emergence EBITDA of $280 million to derive a
      gross recovery value of $1.4 billion.  If a default were to
      occur, senior unsecured creditors could expect "meaningful"
      recovery of 50% to 70% while the subordinated debt holder
      can expect "negligible" recovery of 0% to 10%.

   -- The 5x multiple is consistent with the multiples S&P has
      used for other semiconductor companies with similar scale
      and market positions.

Simulated Default and Valuation Assumptions
   -- Simulated year of default: 2020
   -- EBITDA at emergence: $280 million
   -- EBITDA multiple: 5.0x

Simplified Waterfall
   -- Net enterprise value (after 7% administrative expenses):
      $1.3 billion
   -- Valuation split (obligors/nonobligors) 15%/85 %
   -- Priority claims: $290 million
   -- Total value available to unsecured claims: $1.0 billion
   -- Senior unsecured debt claims: $1.5 billion
      --Recovery expectations: 50% to 70% (upper half of the
      range)
   -- Subordinated debt claims: $362 million
      --Recovery expectations: 0% to 10%

Note: All debt amounts at default include six months' accrued
prepetition interest.

RATINGS LIST

ON Semiconductor Corp.
Corporate Credit Rating               BB+/Stable/--

New Rating

ON Semiconductor Corp.
$600 mil. convertible notes due 2020
Senior Unsecured                      BB+
  Recovery Rating                      3H

Semiconductor Components Industries LLC
$1 bil. revolver 2020
Senior Unsecured                      BB+
  Recovery Rating                      3H

Downgraded; Recovery Rating Revised

ON Semiconductor Corp.
                                       To           From
Subordinated convertible notes        BB-          BB+
  Recovery Rating                      6            3



ONE FOR THE MONEY: Files Plan; To Sell Property for $12.9MM
-----------------------------------------------------------
One For The Money, LLC, which originally intended to build a
high-rise condominium building on its vacant lot in 75 First
Avenue, New York, has filed with the Bankruptcy Court a liquidating
plan that contemplates the sale of its property for $12.9 million.

The Debtor's property has been listed with 20 brokers and the
Debtor has received offers between $11.5 million and $13 million.
The Debtor, in its business judgment, has elected to go to contract
with 75 First Avenue Club, LLC, an entity wholly unrelated to the
Debtor or any of its insiders.

The Debtor has exhaustively marketed the property over the past 3
years, sand the proposed 75 First Avenue Club has agreed to buy the
Property for current fair market value, as is where is, without
material conditions or further due diligence and is willing to
close on the Sale within 60 days after the Effective Date of the
Plan.

The purchase price of 12,900,000 will be used to satisfy the
discounted and compromised claims of: (a) Sutherland Asset I, LLC,
the current first mortgage holder; (b) 75, LLC, its contemplated
assignee and, from the personal contribution of the non- Andrew
Bradfield members of 75, LLC, (c) the junior lien claim of Petros
Beys.

For purposes of full disclosure, the Debtor's managing member,
Anthony C. Marano, who singlehandedly located and procured the
purchaser and is a licensed real estate broker in the State of New
York, will, as permitted under the Debtor's Operating Agreement,
receive a $774,000 sales commission from the sale proceeds upon
closing, which commission Anthony Marano has agreed to contribute
towards the obligations owed to Beys under the Plan.

The Debtor seeks to sell the property absent competitive bidding
procedures under Sec. 363 of the Bankruptcy Code.  The Debtor says
that a private sale is justified as substantial marketing has been
conducted on the property, and 75 First Avenue Club is unwilling to
make its offer subject to higher and better offers.

Prior to the Chapter 11 case, AMB Partners and Andrew Bradfield,
its principal, commenced an arbitration against the other members
of 75 First Avenue, LLC ("75 LLC") seeking various forms of relief
and assertion of claims, including but not limited to claims
against the Debtor.  The Debtor's principals have recently reached
a global settlement/resolution with, inter alia, the members of 75
LLC, which settlement resolves, inter alia, the inter se disputes
among the 75, LLC members, settles the arbitration in full and
paves the way for a global consensual sale process in the Chapter
11 case.

The Plan will be funded with (a) the net proceeds from the sale of
the property, after the payment of all costs of closing, including
but not necessarily limited to typical and customary closing costs
and (b) certain personal contributions from the members of the
Debtor and certain members, other than Andrew Bradfield, of 75,
LLC, in accordance with the 75, LLC Settlement Agreement.

                Treatment of Claims and Interests

The Plan proposes to treat claims and interests as follows:

   -- Allowed administrative claims of professionals estimated at
$125,000, unpaid U.S. Trustee estimated at $13,650, and allowed
priority claims estimated to be less than $25,000 will be paid, in
full, in cash.

   -- Class 1: The allowed secured claim of Sutherland Asset I, LLC
will be paid, in cash, from the sale proceeds, on the sale closing
date, the discounted amount of $4,113,195 together with per diem
interest and other required fees from April 23, 2015 at the rate
provided under the Option Extension Letter Agreement dated April
18, 2015. The claim is impaired, and the claimholder is entitled to
vote to accept or reject the Plan.

   -- Class 2: The allowed secured claim of 75, LLC as assignee of
Sutherland Asset I, LLC will receive, in cash, from the sale
proceeds, on the sale closing date, the remaining net proceeds from
the sale after payment in full of (a) all unclassified Claims, (b)
all Allowed Administrative Expense Claims, (c) all Allowed Claims
of Professionals, (d) all Allowed Priority Claims, if any, (e) the
Allowed Class 3 Secured Claim in the amount of $1,250,000 and (f)
the Post-Confirmation Reserve on the later of the Sale Closing Date
or the Effective Date, in full and final satisfaction of all claims
against the Debtor.  Class 2 is anticipated to receive
approximately $6,750,000 from the sale Proceeds.  The members of
75, LLC shall, in turn, each receive distribution in accordance
with the 75 LLC Settlement Agreement.  The claim is impaired, and
the 75, LLC members are entitled to vote to accept or reject the
Plan.

   -- Class 3: The Allowed Secured Claim of Petros M. Beys will be
paid in the discounted amount of $1,250,000, in cash, from the Sale
Proceeds, on the Sale Closing Date, in full and final satisfaction
of any and all Claims against the Debtor, its members, officers,
agents, representatives and assigns, including but not limited to
Anthony M. Marano, Anthony C. Marano and Scott A. Marano.  The
Allowed Class 3 Claim is impaired under this Plan and shall be
entitled to vote to accept or reject the Plan.

   -- Class 4: The Allowed General Non-Insider Unsecured Claims, if
any, will be paid in full, in cash, without interest, within 15
days of the later of the (a) Sale Closing Date or (b) the Effective
Date, in full and final satisfaction of all Claims against the
Debtor.  The Debtor believes such claims do not exceed $50,000.
Allowed Class 4 Claims are impaired and will be entitled to vote to
accept or reject the Plan.

   -- Class 5: The Allowed General Insider Unsecured Claims will
not receive a distribution under the Plan.  Class 5 Claims total
approximately $600,000.  Allowed Class 5 Claims are impaired under
this Plan and are deemed to reject the Plan.

   -- Class 6: The Allowed Interests will not receive any
distribution under the Plan. The Class 6 Interest holders are
impaired under this Plan and are deemed to reject the Plan.

A copy of the Disclosure Statement dated May 27, 2015, is available
for free at:

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

                      About One For The Money

One For The Money, LLC is a single asset real estate entity that
owns a vacant lot located at 75 First Avenue, New York, New York
10003, Block 00446, Lot 0032.  The property located on the corner
of First Avenue and East 5th Street in the East Village
neighborhood of downtown Manhattan. The area is characterized by a
mixture of residential loft buildings, trendy restaurants, 'quick'
food stores, a wide variety of high-end retail establishments, and
food and dry goods wholesalers.

One For The Money sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-10188) in Manhattan on Jan. 28, 2015, without
stating a reason.  The petition was signed by Anthony M. Marano as
managing member.  The Debtor is owned by the Maranos and the
Galassos.  The largest shareholder is Anthony C. Marano, who owns
42%.  The Debtor reported $12,500,000 in total assets, and
$15,927,306 in total liabilities.

Jonathan S. Pasternak and the law firm of DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, in White Plains, New York, has
been tapped as counsel.

The Debtor's Chapter 11 plan is due Nov. 24, 2015.


OZBURN-HESSEY HOLDING: S&P Affirms B- CCR & Alters Outlook to Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B-' corporate credit rating on Ozburn-Hessey Holding Co. LLC and
revised the outlook on the rating to positive from stable.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's senior secured facility.  The '3' recovery rating remains
unchanged, indicating S&P's expectation for meaningful (50%-70%;
lower half of the range) recovery in the event of a payment
default.

"The outlook revision reflects the improvement in Ozburn-Hessey's
credit metrics, with its debt-to-EBITDA metric in the 4.0x-4.5x
range and its funds from operations (FFO)-to-debt ratio in the high
teens percentagewise, from organic growth and the company's focus
on operating efficiencies over the past few years," said Standard &
Poor's credit analyst Tatiana Kleiman.  S&P's ratings on the
company reflect its participation in the competitive logistics
industry and its weak, albeit improving, earnings.  A focus on
organic growth, combined with management's efforts to improve
operating efficiency (including overhead cost management, new
business development initiatives, and investments in IT systems),
have allowed the company to improve its earnings and sustain credit
metrics that exceed those of its peer group. Although S&P believes
that it will take time for the company's profitability measures to
reflect the full benefits of these efforts, S&P believes that
Ozburn-Hessey's credit metrics will continue to improve over the
next 12 to 18 months. Privately held Ozburn-Hessey does not
disclose its financial statements.

The positive outlook reflects S&P's expectation that
Ozburn-Hessey's improved operational efficiency and investments in
IT infrastructure, along with positive outsourcing trends, will
continue to improve its credit metrics over the next 12 to 18
months.

S&P could upgrade Ozburn-Hessey if its debt-to-EBITDA metric falls
below 4x and remains there on a sustained basis, S&P perceives that
the company's risk of releveraging is low based on its financial
policy and S&P's view of the owner's financial risk appetite, and
its liquidity is at least adequate.

S&P could revise the outlook to stable if the company experiences
unforeseen operating challenges that cause its FFO-to-debt ratio to
decline below 12% or its debt-to-EBITDA metric to increase to over
5x and remain at those levels for a sustained period.



PALM DRIVE: S&P Revises Outlook & Affirms CCC+ Rating on GO Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to stable
from developing and affirmed its 'CCC+' underlying rating (SPUR) on
Palm Drive Health Care District, Calif.'s series 2000 general
obligation (GO) bonds.

"The stable outlook reflects our understanding that the district
remains in bankruptcy and also reintroduces operational risk due to
plans to reopen the hospital in June 2015," said Standard & Poor's
credit analyst Misty Newland.

The district filed for bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code on April 7, 2014.  The bankruptcy court set
Oct. 8, 2014, as the deadline for all creditors to file claims for
debt of the district.  Claims totaled $27.2 million, according to
the fiscal 2014 notes to the financial statements.  As of June 30,
2014, the district had $24.2 million of bonds outstanding,
including the series 2000 GO bonds ($4.65 million), series 2005
parcel tax revenue bonds ($7.33 million), and series 2010 parcel
tax certificates of participation (COPs; $10.26 million).  S&P
understands that the district remains in bankruptcy and an
anticipated timeline for formulating and submitting a plan of
adjustment to the bankruptcy court is not currently available.
Management reported that all payments have been made on the GO
bonds, parcel tax bonds, and parcel tax COPs.



PARK FLETCHER: Seeks Sale of Marion County Property
---------------------------------------------------
Park Fletcher Realty, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Indiana, Indianapolis Division, for permission
to sell substantially all of its assets located in Marion County,
Indiana, free and clear of any interests, liens, claims and
encumbrances to PF Properties, LLC.

KC Cohen, Esq., at KC Cohen, Lawyer, PC, in Indianapolis, Indiana,
says the purchase price under the Real Estate Purchase Agreement
between the Debtor and PF Properties exceeds the amount of all
creditor claims in the case, and is designed to close quickly,
subject only to industry standard due diligence.  Mr. Cohen submits
that the proposed sale is in the best interest of the creditors of
the estate.

Mr. Cohen says that while an auction mechanism has the potential
for producing a higher bid for the Real Estate, the cost of delay
in closing is immense, given the impossibly high interest rate
being charged by Filbert Orton Eat, LLC, which holds a valid and
enforceable first mortgage and security interest against the Real
Estate.  As such the Debtor has exercised its sound business
discretion to conclude that the proposed sale is the best avenue of
liquidating creditor claims.

The purchase agreement contemplates a closing immediately upon
completion of due diligence, which will end on June 20, 2015.  FOE
has agreed to grant the Debtor an interest reduction of $150k if
the sale is closed on or before July 11, 2015.  Accordingly, time
is of the essence, Mr. Cohen tells the Court.

The Debtor is represented by:

        KC Cohen, Esq.
        KC COHEN, LAWYER, PC
        151 Delaware St., Suite 1106
        Indianapolis, IN 46204
        Telephone: 317.715.1845
        Facsimile: 317.636.8686
        Email: kc@esoft-legal.com
  
                   About Park Fletcher

Park Fletcher Realty, LLC filed a Chapter 11 bankruptcy
petition
(Bank. S.D. Ind. Case No. 15-00843) on Feb. 15, 2015.
The
 petition was signed by Shawn Williams as managing member. KC

Cohen, Esq., at KC Cohen, Lawyer, PC, serves as the Debtor's

counsel. Park Fletcher Realty LLC disclosed $15,201,760 in
assets
and $13,187,177 in liabilities as of the Chapter 11
filing. Judge
Jeffrey J. Graham presides over the case.



PENNYSAVER USA: Ad Newsletter Hits Ch. 7 in Wake of WARN Suits
--------------------------------------------------------------
Law360 reported that PennySaver USA LLC, printer of an iconic
advertising newsletter in southern California, filed for Chapter 7
bankruptcy in Delaware, a week after it shuttered operations and
after former employees lodged class actions claiming nearly 700
workers were abruptly laid off without notice or final pay.

According to the report, the Chapter 7 petition filed by PennySaver
and several affiliates lists debts between $10 million and $50
million against the same range in assets and comes nearly three
years after Los Angeles private equity firm OpenGate Capital LLC
acquired the company for $22.5 million.

A former PennySaver employee Luann Benton filed a class action in
California state court alleging the company did not provide proper
notice under the Golden State's Worker Adjustment and Retraining
Notification after the company abruptly shuttered operations May 22
and terminated its employees, the report said.


PLAYPOWER HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Huntersville, N.C.-based PlayPower
Holdings Inc.  The rating outlook is stable.

At the same time, S&P assigned subsidiary PlayPower Inc.'s proposed
$180 million senior secured first-lien credit facilities
(consisting of a $30 million revolving credit facility due 2020 and
$150 million term loan due 2021) S&P's 'B' issue-level rating, with
a recovery rating of '3' indicating meaningful (50% to 70%, upper
half of the range) recovery for lenders in the event of a payment
default.  In addition, S&P assigned its proposed $44 million senior
secured second-lien term loan due 2022 its 'CCC+' issue-level
rating, with a recovery rating of '6' indicating negligible (0% to
10%) recovery for lenders in the event of a payment default.
PlayPower Holdings Inc. guarantees the debt issues.

PlayPower plans to use the proceeds from the proposed debt
issuances to partly fund the acquisition of the company by
Littlejohn & Co. LLC from Apollo Investment Corp. for about $283
million.  Littlejohn will also be contributing about $85 million in
common equity to fund the remaining portion of the transaction.

"The 'B' corporate credit rating reflects our assessment of
PlayPower's business risk profile as 'weak' and our assessment of
the company's financial risk profile as 'highly leveraged,'
according to our criteria," said Standard & Poor's credit analyst
Carissa Schreck.

The stable outlook reflects S&P's expectation for moderate growth
in demand for playground equipment in North America and Europe, as
well as S&P's expectation for PlayPower's cost structure to remain
consistent over the next few years.  

A downgrade would result if EBITDA coverage of interest expense was
expected to be sustained below 1.5x or if debt to EBITDA was
sustained above 7.5x.  This may occur if anticipated demand growth
halts, or if the company is no longer successful managing input
costs and price discounts, resulting in meaningful margin decline.

Ratings upside is unlikely at this time given financial sponsor
ownership and the tendency to increase leverage over time. However,
S&P could raise the rating if it become confident that debt to
EBITDA would be sustained below 5x and EBITDA coverage of interest
expense remains in the mid-2x area or higher.



PLYMOUTH INDUSTRIAL: Has $21.2-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Plymouth Industrial REIT, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $21.2 million on $4.84 million of total revenues for
the three months ended March 31, 2015, compared with a net loss of
$374,000 on $35,000 of total revenues for the same period last
year.

The Company's balance sheet at March 31, 2015, showed $163 million
in total assets, $197 million in total liabilities, and a
stockholders' deficit of $33.6 million.

The Company's ability to meet its working capital needs and repay
its borrowings under the Senior Loan is dependent on its ability to
issue additional equity or secure additional debt financing.  There
is no assurance, however, that additional debt or other forms of
capital will be available to the Company, or on terms acceptable to
the Company.  In the event those sources of capital are not
available to the Company, it would seek an extension on the
maturity of the Senior Loan, although there can be no assurance
that such an extension would be provided or provided on terms
acceptable to the Company.

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

                       http://is.gd/BKqEp4
                          
Plymouth Industrial REIT, Inc., is a privately owned investment
manager.  The firm invests in the real estate markets across across
the Eastern half of the United States and Texas.  It is focused on
the acquisition, ownership and management of single-and
multi-tenant Class B industrial properties, including distribution
centers, warehouses and light industrial properties.  It was
formerly known as Plymouth Opportunity REIT, Inc. Plymouth
Industrial REIT, Inc. was formed on March 7, 2011 and is based in
Boston, Massachusetts.


PREGIS ULTIMATE: Moody's Cuts Ratings on 1st Lien Loans to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Pregis Ultimate Holding
Corporation's first lien senior secured credit facilities to B3
from B2. Moody's also affirmed the company's B3 corporate family
and B3-PD probability of default ratings as well as the Caa2
instrument rating on the second lien senior secured notes due May
2022. The ratings outlook is stable.

The downgrade follows the company's announcement that it would
issue a $57 million add-on to its first lien senior secured term
loan due May 2021. The proceeds of the add-on will be used to
finance an acquisition, repay $35 million of existing second lien
senior secured notes due May 2022 and pay fees and expenses
associated with the transaction. Terms and conditions of the add-on
loan are expected to be identical to the existing first lien term
loan due May 2021.

On May 15, 2015, Pregis entered into an LOI for a strategic
acquisition that will allow the company to in-source the production
of plastic film used in a variety of packaging materials in the
systems business (hybrid cushioning and air pillows).

Moody's took the following actions for Pregis Holding I Corp:

-- Affirmed corporate family rating, B3

-- Affirmed probability of default rating, B3-PD

-- Downgraded $50 million first lien senior secured revolver due
    May 2019, to B3/LGD3 from B2/LGD3

-- Downgraded $287 (includes $57 add-on) million first lien
    senior secured term loan due May 2021 to B3/LGD3 from B2/LGD3

-- Affirmed Caa2/LGD6 $90 million ($35 million to be repaid at
    closing) second lien senior secured notes due May 2022

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

The B3 corporate family rating reflects Pregis' modest scale,
limited geographic footprint and significant exposure to the
economically-sensitive protective packaging market. Protective
packaging materials, such as sheet foam and bubble wrap, account
for 70% of the company's revenue. Many of Pregis' protective
packaging products are commoditized with significant price
competition. The company does not have long-term contracts with
most of its customers and therefore does not have the protection of
raw material cost pass-through provisions. Pregis' sales are
concentrated in the relatively stable but mature and competitive
North American market.

The rating is supported by improved operating performance driven by
completed divestitures and cost-cutting initiatives as well as
continued growth in the higher margin packaging systems segment.
Pregis benefits from an installed base of packaging equipment that
utilizes the company's packaging materials. The company provides
the equipment for free and sells the packaging material for use in
the equipment. This "razor/razor blade" model for the packaging
systems business generates recurring revenues and cash flows.
Packaging material consumables associated with the installed base
of packaging equipment account for approximately 30% of sales and
have a better growth profile than the packaging materials segment
due to growth in e-commerce. Pregis also benefits from some
customer diversity (the top 10 customers account for approximately
20% of sales) and significant market positions in many of its
products. The company is also expected to have adequate liquidity.

What Could Change the Rating - Up

Moody's could upgrade Pregis' ratings if the company improves its
operating performance and credit metrics on a sustainable basis.
Specifically, Moody's could upgrade the rating if the company is
able to profitably grow its business and is able to reduce debt to
EBITDA below 6.0x, improve free cash flow to debt above 5% and EBIT
interest expense coverage above 1.5 times. The company will also
need to maintain EBIT margins above 8% on a sustainable basis.

What Could Change the Rating - Down

Moody's could downgrade the company's rating if the company's
liquidity deteriorates and the operating and competitive
environment worsens. Acquisitions entailing significant financial
or integration risk could also jeopardize the rating. Specifically,
the ratings or outlook could be downgraded if free cash flow
remains negative, debt to EBITDA rises above 7.0 times, EBIT to
interest expense falls below 1.0 time, or the EBIT margin falls
below 3.0%.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Pregis Ultimate Holding Corporation is a manufacturer of protective
packaging materials and equipment through its main operating
subsidiary Pregis LLC (Pregis). Deerfield, Illinois-based Pregis
produces sheet foam, bubble wrap, engineered foam, adhesive films
for automotive, consumer products, electronics, furniture,
housing/construction industries in its manufactured product
segment. Pregis also provides packaging equipment that uses its
packaging materials in its systems segment. Pregis has 13
manufacturing plants in the US and primarily focuses on the North
American market. The primary raw material is polyethylene resin.
Pregis had sales of $383 million in 2014. The sponsor is Olympus
Partners.


RADIOSHACK CORP: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Radioshack Corporation, filed with U.S. Bankruptcy Court for the
District of Delaware amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $23,475,630
  B. Personal Property        $1,071,021,650
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $500,904,020
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,515,312
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                    $2,590,316,460
                                 -----------      -----------
        Total                 $1,094,497,280   $3,092,735,792

Radioshack disclosed total assets $1,094,497,280 and total
liabilities of $3,184,901,286 in a prior iteration of the
schedules

SCK Inc. also filed amended schedules disclosing $906,222 in assets
and $855,419,616 in liabilities.

Copies of amended schedules are available for free at:

     http://bankrupt.com/misc/RadioShack_2121_amendedSAL_E.pdf
     http://bankrupt.com/misc/RadioShack_2122_amendedSAL_E.pdf

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile  
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround
advisor.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  A&G Realty Partners is the Debtors' real estate advisor.
Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the
Official Committee of Unsecured Creditors as co-counsel.
Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.


RESOLUTE FOREST: S&P Affirms 'BB-' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it revised its financial
risk profile assessment on Montreal-based Resolute Forest Products
Inc. to "aggressive" from "significant."  The change reflects
higher-than-expected pension-related obligations and a weak pricing
environment so far this year that have tempered S&P's expectations
for earnings and cash flow.

Despite a weaker financial risk profile, Standard & Poor's affirmed
its 'BB-' long-term corporate credit rating on the company based on
S&P's continued view that the company's liquidity is "strong."  The
outlook is stable.

At the same time, Standard & Poor's affirmed its 'BB-' issue-level
rating on the company's US$600 million senior unsecured notes.  The
'4' recovery rating (30%-50%; in the upper half of the range) on
the debt is unchanged.

"We have revised our financial risk profile assessment on Resolute
to aggressive from significant to reflect weaker credit metrics in
our base-case scenario whereby we expect adjusted debt-to-EBITDA to
be at or above 5x in 2015 and remain above 4x through 2016," said
Standard & Poor's credit analyst Alessio Di Francesco.  "Our weaker
credit metrics are due in part to the difficult pricing environment
in all of Resolute's segments, which include wood products,
newsprint, specialty papers, and market pulp,"
Mr. Di Francesco added.

S&P expects realized prices to remain under pressure for the rest
of the year notwithstanding some uptick in lumber prices during the
second half of the year driven by improving demand in the U.S. home
construction market.

The affirmation on Resolute reflects S&P's view that, despite an
initial analytical outcome (anchor) of 'b+' from a combination of
an aggressive financial risk profile and "weak" business risk
profile, S&P continues to view the company's liquidity as "strong."
When S&P's anchor is below 'bb-' and the company has strong
liquidity, it applies a positive one-notch adjustment. Therefore,
the final rating outcome for Resolute is unchanged.

The stable outlook on Resolute reflects Standard & Poor's view that
adjusted debt-to-EBITDA will improve to the 4x-5x range in 2016 due
in large part to EBITDA growth supported by stronger realized
pricing and higher volumes in its wood products segment.

S&P could downgrade the company if adjusted debt-to-EBITDA were to
remain about 5x on a sustained basis, which could occur if the
pricing environment for Resolute's products does not improve or if
the company increases debt to fund a large acquisition or capital
project.  S&P could also downgrade the company if liquidity
deteriorates to "adequate," which S&P considers a less likely event
over the next 12 months.

S&P could upgrade the company if adjusted debt-to-EBITDA were to be
below 4x on a sustained basis and S&P revised its business risk
profile assessment to "fair," likely through improved profitability
and a product mix with more favorable long-term demand
fundamentals.  S&P could also raise the ratings if the company's
business risk profile remains unchanged and adjusted debt-to-EBITDA
is below 3x on a sustained basis.



RIGHTSCORP INC: Reports $122K Net Income for First Quarter
----------------------------------------------------------
Rightscorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing net income
of $122,000 on $307,900 of revenue for the three months ended March
31, 2015, compared with a net loss of $651,000 on $189,000 of
revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $1.16 million
in total assets, $1.94 million in total liabilities, and a
stockholders' deficit of $780,000.

The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and to allow it to continue
as a going concern.  The ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it establishes a revenue
stream and becomes profitable.  If the Company is unable to obtain
adequate capital it could be forced to cease operations.
Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern.

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

                       http://is.gd/QRVuJc
                          
Rightscorp, Inc., operates as a technology company that has a
patent-pending proprietary method for collecting payments from
illegal downloaders of copyrighted content through notifications
sent to their Internet service providers (ISPs).  The company's
technology system monitors peer-to-peer file sharing networks and
sends through email to ISPs notifications of copyright infringement

by the ISPs' customers with date, time, copyright title, and other

specific technology identifiers worldwide.  It primarily serves
copyright holders.  The company was founded in 2011 and is
headquartered in Santa Monica, California.

The Company reported a net loss of $2.85 million on $931,000 of
revenue for the year ended Dec. 31, 2014, compared to a net loss
of $2.04 million on $324,000 of revenue in the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $2.11 million
in total assets, $3.04 million in total liabilities, and total
stockholders' deficit of $923,000.

HJ Associates & Consultants, LLP, expressed substantial doubt
about the Company's ability to continue as a going concern,
citing that the Company does not generate sufficient revenue
to sustain operations and has negative cash flows from operations.


ROCK PARENT: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Ohio-based gaming operator Rock Parent LLC to 'B-'
from 'B'.  The rating outlook is stable.

At the same time, S&P lowered its issue-level ratings on Rock's
wholly-owned subsidiary, ROC Finance LLC's $35 million revolving
credit facility and $535 million first-lien term loan by one notch
to 'B+' from 'BB-'.  The recovery rating on the credit facility
remains '1', indicating S&P's expectation for very high (90% to
100%) recovery for lenders in the event of a payment default.

S&P also lowered the ratings on ROC's $380 million second-lien
senior secured notes by one notch to 'B-' from 'B'.  The recovery
rating remains '4', indicating S&P's expectation for average (30%
to 50%; lower half of the range) recovery for noteholders in the
event of a payment default.

"The downgrade reflects our expectation that EBITDA growth in 2015
will be slower than our previous forecast and EBITDA coverage of
interest will not improve to 1.5x by the end of 2015, as well as
that leverage will be higher than we anticipated," said Standard &
Poor's credit analyst Stephen Pagano.

Although Rock's EBITDA has grown in recent quarters and margins
have expanded, the properties have been ramping up at a slower pace
than S&P had previously anticipated, resulting in credit measures
that S&P believes are in line with a 'B-' rating, given its view of
Rock's business risk profile as "weak."

The stable outlook reflects S&P's expectation for margins to
improve modestly through 2015 and EBITDA to grow, although at a
more moderate pace than previously expected.  The stable outlook
also reflects S&P's expectation that the properties will generate
sufficient levels of cash flow to meet interest, amortization, and
maintenance capital expenditures.

S&P could lower the rating if operating performance does not
improve modestly in line with its expectations, or if S&P become
less confident that the company will be able to secure sufficient
additional capital to fund large future capital needs, including
expansion at Thistledown.  This would lead to an impairment in the
company's liquidity position, as it would be unable to cover its
full fixed charges and would begin to burn cash.

An upgrade is unlikely over the next couple of years, given S&P's
expectation that continued modest operating performance will lead
to interest coverage in the low-1x area and leverage remaining
above 7x.  S&P could raise the ratings, however, if operating
performance tracks ahead of its expectations, or if a
recapitalization sufficiently reduces interest expense such that
total interest coverage can be sustained above 1.5x and S&P
believes leverage can improve to and be sustained below 7x.



RONECKER HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ronecker Holdings, LLC
           dba On Demand Printing
        303 Mears Blvd.
        Oldsmar, FL 34677

Case No.: 15-05758

Chapter 11 Petition Date: June 1, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Kenneth R Case, Esq.
                  BROWN & ASSOCIATES LAW & TITLE, P.A.
                  11373 Countryway Blvd
                  Tampa, FL 33626
                  Tel: 813-975-9715
                  Fax: 813-855-8485
                  Email: kenny@brownalt.com

Total Assets: $671,350

Total Liabilities: $1.76 million

The petition was signed by James Ronecker, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-05758.pdf


ROYAL HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned Royal Holdings, Inc. (New) a B2
Corporate Family Rating, B1 first lien senior secured ratings, and
Caa1 second lien senior secured ratings. These ratings have been
assigned in connection with proposed financing to help fund
American Securities' purchase of Royal for an undisclosed sum in a
sponsor-to-sponsor transaction with existing owner Arsenal Capital.
The rating outlook is stable.

"The transaction will increase debt significantly, but the
underlying business is performing well and credit metrics should
improve to more appropriate levels well inside an 18 month
horizon," said Ben Nelson, Moody's Assistant Vice President and
lead analyst for Royal Holdings, Inc.

Assignments:

Issuer: Royal Holdings, Inc. (NEW)

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2-PD

  -- $50 million Senior Secured 1st Lien Revolver , Assigned B1,
     LGD3

  -- $535 million Senior Secured 1st Lien Term Loan , Assigned
     B1, LGD3

  -- $170 million Senior Secured 2nd Lien Term Loan, Assigned
     Caa1, LGD5

Outlook Actions:

  -- Outlook, Assigned Stable

The assigned ratings are subject to Moody's review of the final
terms and conditions of the transaction expected to close in the
second calendar quarter of 2015.

The B2 CFR is constrained primarily by the expectation for leverage
to remain elevated as the company pursues an acquisition-based
growth strategy under private equity ownership. This strategy will
limit cash flow available for debt reduction despite an underlying
business model with strong cash flow conversion characteristics,
and good earnings and cash flow stability relative to peers.
Factors supporting these characteristics include the specialty
nature of Royal's products, relatively strong margins at present,
potential for further margin enhancement from synergies related to
recent bolt-on acquisitions, low capital intensity and diverse
customer base across multiple end markets. The rating also benefits
from good liquidity and some potential near-term margin expansion
from the recent drop in oil prices.

Royal's balance sheet debt will increase to $705 million, an
increase of about 38% from about $512 million at March 31, 2015.
Moody's estimates interest coverage near 3 times (EBITDA/Interest),
aided by relatively low-cost floating rate bank debt, and financial
leverage in the mid 6 times

(Debt/EBITDA) on a pro forma basis for the twelve months ended
March 31, 2015. Moody's expects that a modest improvement in
operating performance will help reduce leverage to below 6 times by
the end of 2016. Moody's expects that the potential for additional
acquisitions, in the fragmented adhesives and sealants market, will
limit debt reduction to the required amortization, a combination of
improving operating performance and modest capital intensity will
enable the company to generate strong cash flow metrics for the
rating, including retained cash flow of at least 8% (RCF/Debt) and
free cash flow of at least 5% (FCF/Debt) in 2016.

The stable outlook assumes that credit metrics will improve in
accordance with these expectations, maintain at good liquidity, and
that the company will refrain from shareholder-friendly activities
in the near-term, including raising debt at a holding company.
Moody's could upgrade the ratings with expectations for leverage
sustained well below 5 times, retained cash flow in excess of 10%
of debt, and a commitment to more conservative financial policies.
Moody's could downgrade the rating with expectations for leverage
to remain above 6 times, negative free cash flow, or deterioration
in liquidity.

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.


RPM CRANES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RPM Cranes, LLC
        2401 Finley Boulevard
        Birmingham, AL 35234

Case No.: 15-02133

Chapter 11 Petition Date: June 1, 2015

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

Debtor's Counsel: Kenneth Hugh Bonham, Esq.
                  PARKMAN & WHITE LAW FIRM, LLC
                  1929 3rd Avenue North, Suite 700
                  Birmingham, AL 35203-5010
                  Tel: 205-904-4445
                  Fax: 800-737-1640
                  Email: kbonham@parkmanlawfirm.com

Total Assets: $500,000

Total Liabilities: $7.65 million

The petition was signed by Muhammad Wasim Ali, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb15-02133.pdf


SALADWORKS LLC: Gets Nod For $17-Mil. Sale to PE Firm
-----------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Laurie Selber
Silverstein in Delaware approved Saladworks LLC's $16.9 million
sale to a unit of private equity firm Centre Lane Partners LLC
after no suitors came forward to best the stalking horse bid.

According to the report, at a hearing, attorneys for Saladworks
said that an auction was canceled when no qualified bids came in
before the deadline, and Judge Silverstein found that the
restaurant chain had run a robust enough marketing campaign that
the floor bid from Centre Lane represented the top offer.

As previously reported by The Troubled Company Reporter, Judge
Silverstein authorized Saladworks to enter into a stalking horse
purchase agreement with a unit of Centre Lane Partners, setting a
floor price of $16.9 million for the casual restaurant chain's
auction.

The deal with Centre Lane -- a New York-based PE firm with food and
beverage experience and $700 million under management -- is a great
result for Saladworks' estate, debtor's counsel Adam G. Landis told
the court, the report related.

                  About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States. From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.  The company has franchise agreements with 162
different franchisees.  The equity owners are J Scar Holdings,
Inc., (70%) and JVSW LLC (30%).

Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr.
D.
Del. Case No. 15-10327) on Feb. 17, 2015.  The case assigned to
Judge Laurie Selber Silverstein.

The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG
Advisors, LLC, as investment banker; EisnerAmper LLP, as financial
advisor; and Upshot Services LLC, as claims and noticing agent.

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.

The U.S. trustee overseeing the Chapter 11 case of Saladworks LLC
appointed three creditors of the company to serve on the official
committee of unsecured creditors.

The case is In re: Pennysaver USA LLC, case number 1:15-bk-11196,
in the U.S. Bankruptcy Court for the District of Delaware.


SAMSON RESOURCES: Weighing Debt Restructuring Options
-----------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
struggling oil-and-gas producer Samson Resources Corp. is weighing
whether to slash its $4.2 billion debt load through a bankruptcy
restructuring or take a rescue loan from a group of junior
creditors, according to people familiar with the matter.

The Journal said the company is now in talks with a pair of
creditor groups on different debt-restructuring options, including
one that would at least temporarily keep it out of bankruptcy
court.  The rescue financing talks reflect investor appetite for
potentially high-reward energy investments, fueled in part by the
chance that volatile commodity prices will lead to a rebound in
energy firms' prospects, the Journal noted.

                  About Samson Resources

Tulsa, Oklahoma-based Samson Resources Corporation explores,
develops and produces oil and natural gas properties in the United
States.  The Company operates in the Rocky Mountain, Mid-Continent
and East Texas regions.

As previously reported by The Troubled Company Reporter, Samson
Resources said that Chapter 11 bankruptcy protection might offer
the best route to restructuring its heavy debt load.  Samson said
in its 2014 annual report filing with the U.S. Securities and
Exchange Commission that it is exploring a range of strategic and
financial options but a "filing under Chapter 11 of the U.S.
bankruptcy code may provide the most expeditious manner in which to
effect a capital structure solution."

Samson, which is controlled by private-equity firm KKR & Co., also
disclosed that its auditor found that its financial condition
raises substantial doubt about its ability to continue as a going
concern, the report related.

The Troubled Company Reporter, on Feb. 27, 2015, reported that
Samson Resources is working with law firm Kirkland & Ellis LLP's
restructuring practice and Blackstone Group LP's restructuring
advisory group, as a sharp decline in oil and gas prices
complicates its efforts to stem losses and keep current on its
multibillion-dollar debt load.

                       *     *     *

The Troubled Company Reporter, on April 6, 2015, reported that
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Tulsa, Okla.-based Samson Resources Corp. to
'CCC-' from 'CCC+'.  The outlook is negative.

The TCR, on Feb. 19, 2015, reported that Standard & Poor's Ratings
Services lowered its corporate credit rating on Tulsa, Okla.-based
Samson Resources Corp. to 'CCC+' from 'B-'.  The outlook is
negative.

At the same time, S&P lowered its rating on Samson's revolving
credit facility to 'B' (two notches above the corporate credit
rating) from 'B+'.  The recovery rating on this debt remains '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in
the event of a payment default.  S&P also lowered its rating on
Samson's second-lien debt to 'CCC+' (the same as the corporate
credit rating) from 'B-'.  The recovery rating on this debt
remains
'4', indicating S&P's expectation of average (30% to 50%) recovery
in the event of a payment default.  S&P also lowered its rating on
subsidiary Samson Investment Co.'s unsecured notes to 'CCC-' (two
notches below the corporate credit rating) from 'CCC'. The
recovery
rating on this debt remains '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.


SANDRIDGE ENERGY: Moody's Lowers Corp. Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to SandRidge Energy,
Inc.'s proposed offering of $1 billion senior secured second lien
notes due 2020. At the same time, Moody's downgraded SandRidge's
Corporate Family Rating to Caa1 from B3, the Probability of Default
Rating to Caa1-PD from B3-PD, and the senior unsecured notes rating
to Caa2 from Caa1. Moody's raised SandRidge's Speculative Grade
Liquidity Rating to SGL-2 from SGL-3, due to its good liquidity pro
forma for the second lien issuance and planned amendments to its
credit facility. The ratings outlook was changed to stable from
negative.

SandRidge's assigned ratings are contingent upon successfully
completing the proposed second lien offering and amendments to its
credit facility. Our ratings are subject to review of all final
documentation related to these transactions.

The proceeds from the second lien notes offering will be used to
repay the $175 million of outstanding borrowings, as of March 31,
2015, under SandRidge's existing senior secured revolving facility
and the remainder will be added as cash on the company's balance
sheet.

Assignments:

Issuer: SandRidge Energy, Inc.

  -- Senior Secured Second Lien Notes, Assigned B1 (LGD2)

Rating Actions:

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Probability of Default Rating, Downgraded to Caa1-PD from
     B3-PD

  -- Speculative Grade Liquidity, Raised to SGL-2 from SGL-3

  -- 8.75% sr unsecured notes due 2020 to Caa2 (LGD4) from Caa1
     (LGD4)

  -- 7.50% sr unsecured notes due 2021 to Caa2 (LGD4) from Caa1
     (LGD4)

  -- 8.125% sr unsecured notes due 2022 to Caa2 (LGD4) from Caa1
     (LGD4)

  -- 7.50% sr unsecured notes due 2023 to Caa2 (LGD4) from Caa1
     (LGD4)

The Caa1 CFR reflects high financial leverage and worsening credit
metrics as its existing hedges roll off and the company remains
significantly less hedged for 2016. Moody's expects debt to average
daily production to approach $55,000 per barrel of oil equivalent
(boe), and retained cash flow (RCF) to debt to be less than 10% in
2015 and worsen in 2016. The CFR also considers the risk that
SandRidge will not have the ability to grow out of its weak
leverage metrics as capital expenditures are cut, and as its
retained cash flow remains weak due to low netback per boe and high
interest expense burden.

SandRidge's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity over the next 12 months pro forma for the second lien
notes issuance. In conjunction with the second lien offering, the
borrowing base revolving credit facility will be amended, and the
facility's borrowing base is expected to be reduced to $500 million
from $900 million. As part of the amendment, the maturity date of
the credit facility is expected to change from October 2019 to the
earlier of 5 years from the second lien offering closing and 91
days prior to any second lien or unsecured debt maturities.
Financial covenants in the amended facility are expected to include
a maximum senior secured first lien debt to EBITDA ratio of 2.0x
and a minimum current ratio of 1.0x. We expect SandRidge to remain
in compliance with these covenants through mid-2016. A substantial
portion of the proceeds from the second lien notes will be added as
cash on the balance sheet, giving SandRidge a sizeable cash cushion
as it continues to outspend cash flow.

SandRidge's unsecured notes are rated Caa2, which is one notch
below the Caa1 CFR. This notching reflects the priority claim given
to the senior secured credit facility and the proposed second lien
notes under Moody's Loss Given Default Methodology.

The stable rating outlook reflects the company's good liquidity pro
forma for the second lien notes issuance and ability to maintain
production levels over the next 12 months. A downgrade is possible
if liquidity deteriorates significantly, or if SandRidge's
production volumes were to decline more than anticipated. EBITDA to
interest expense of at least 2.0x combined with adequate liquidity
could result in a ratings upgrade.

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.

SandRidge Energy, Inc. is an independent exploration and production
(E&P) company focused on oilfields in the Mississippian Lime play
in Oklahoma and the Anadarko Basin in Texas and western Oklahoma.
The company is headquartered in Tulsa, Oklahoma.


SANMINA CORP: Moody's Raises CFR to 'Ba2', Outlook Positive
-----------------------------------------------------------
Moody's Investors Service upgraded Sanmina Corporation's Corporate
Family Rating to Ba2 from Ba3 and affirmed the secured notes at
Ba2. The ratings outlook remains positive. The Speculative Grade
Liquidity Rating was affirmed at SGL-2, indicating good liquidity.

The upgrade reflects Moody's view that improved operations and the
significant debt reduction by Sanmina over the last several years
have vastly strengthened the company's financial profile which
should enable it to continue growing revenues and cash flow.
Sanmina's products typically require complex engineering and
manufacturing capability, and encompass a broad range of
vertically-integrated solutions which in turn allow it to generate
industry-leading operating margins. The company's business
prospects have also improved through greater diversification away
from its historic dependence on communications and computing
customers, with major contract wins in the defense, industrial and
healthcare sectors, including a recent entry into the oil & gas
sector.

Moody's maintained a positive outlook on the ratings, as it
believes that Sanmina's improved credit profile affords it greater
flexibility to manage operating and business challenges, which are
persistent in its line of business, especially as the industry
evolves from contract manufacturing to involve greater design and
collaboration with its customers. The industry and customer
diversification has also added a level of stability to a sector
that has historically experienced volatile swings tied to IT and
communications spending. If the company maintains its recent
commitment to very conservative financial policies, the ratings
could continue their upward migration.

Sanmina's SGL-2 speculative grade liquidity rating indicates good
liquidity, supported by Moody's expectation of the company
maintaining cash balances of at least $400 to $500 million (cash
balances were $408 million as of March 28, 2015). Moody's also
expects Sanmina to generate positive free cash flow of around $100
to $150 million over the next twelve months as revenue grows
following improved demand in Sanmina's end markets, particularly in
the industrial and healthcare segments. Sanmina has no near-term
debt maturities, with ample availability under its new $375 million
revolving credit facility. Sanmina's productivity improvements, a
variable cost structure and better working capital management have
resulted in steady free cash flow generation, which Moody's expect
to continue.

The individual debt instrument ratings are rated based on the
probability of default, which is Ba2-PD, as well as the expected
loss given default of the individual debt instrument. The senior
secured notes are rated Ba2 (LGD3), in line with the CFR.

Sanmina's ratings could be considered for an upgrade if the company
continues to demonstrate solid operating performance and diversify
away from traditional EMS segments while it lessens its current
client concentration. In addition, an upgrade could be considered
if the company sustains operating margins approaching 4% (Moody's
adjusted), adjusted total debt to EBITDA remains below 2.5x
(Moody's adjusted), and the company consistently generates annual
cash flow from operations above $350 million.

Ratings could be downgraded if Sanmina reverses its operating
improvement gains, experiences material customer/program losses
without offsetting increases in new customer wins/program ramps,
reports a decline in the core operating margin to below 3% (Moody's
adjusted) or has a sustained increase in adjusted total debt to
EBITDA to above 3.0x (Moody's adjusted).

Rating Actions:

  -- Corporate Family Rating - Upgraded to Ba2 from Ba3

  -- Probability of Default Rating - Upgraded to Ba2-PD from
     Ba3-PD

  -- Senior Secured Notes - Affirmed Ba2 (LGD3)

  -- Speculative Grade Liquidity Rating affirmed at SGL-2

Based in San Jose, CA Sanmina Corporation is one of the world's
largest electronics manufacturing services (EMS) companies
providing a full spectrum of integrated, value-added solutions to
original equipment manufacturers (OEMs).

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


SAPPHIRE ROAD: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sapphire Road Development, LLC
        2201 Main Street, Suite 775
        Dallas, TX 75201

Case No.: 15-32376

Chapter 11 Petition Date: June 1, 2015

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

Debtor's Counsel: Kevin S. Wiley, Jr., Esq.
                  THE WILEY LAW GROUP, PLLC
                  2700 Fairmount Street, Suite 120
                  Dallas, TX 75201
                  Tel: (469) 619-5721
                  Fax: (469) 619-5725
                  Email: kevinwiley@lkswjr.com

Total Assets: $11.5 million

Total Liabilities: $4.81 million

The petition was signed by Yigal H. Lelah, managing member.

List of Debtor's eight Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Darrell G. Jack                     Services            $4,500

MRL Construction Co.                Advances              $775

Neighborhood Builders CDC           Advances           $56,635

Next Stop, LLC                      Advances           $80,111

Pacheco Koch                        Services           $91,608

Parkin-Perkins-Olsen                Services           $30,187
Engineering, Inc.

Paul J. Glenn                       Services              $875

PHA Consulting                      Services           $42,650


SAPPHIRE ROAD: Patriots Crossing Project Files to Stop Foreclosure
------------------------------------------------------------------
Sapphire Road Development, LLC, owner of a block of land at South
Lancaster Road in Dallas, intended to be a housing, office and
retail project called Patriots Crossing, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-32376) in Dallas on
June 1, 2015.

The Debtor sought bankruptcy protection a day before the June 2
scheduled foreclosure sale of its 7-acre property, which is located
at the east of Veterans Administration Hospital.  The Debtor said
in its schedules that the property has current value of $7.13
million.

The City of Dallas is the primary secured creditor, owed $4.4
million.  The City initiated foreclosure proceedings in April.

Under a loan agreement dated Aug. 10, 2009, as subsequently
modified, the City of Dallas Housing Department agreed to provide
the Debtor with funding for the acquisition, relocation,
environmental remediation, demolition and predevelopment costs for
the project.  The agreement provided for incentives in the form of
forgiveness of indebtedness if certain development milestones are
achieved, including completion of construction within 5 years.  If
Debtor misses the milestones, the note becomes due and payable, or
the City has the option to require conveyance of the property to
the City.

The project, unveiled in 2009, planned seven acres of apartments,
shops and restaurants aimed at boosting development around the VA
Hospital.  However, six years since the project was unveiled, the
development has not begun as the developer failed to secure
financing to start construction.

Yigal Lelah, the company president, has previously worked with the
City of Dallas on the Pleasant Oaks affordable housing community.
Lelah, managing member, owns 100% of the stock of the Debtor.

The Dallas-based company filed schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,132,800
  B. Personal Property            $4,400,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,503,482
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $307,343
                                 -----------      -----------
        TOTAL                    $11,532,800       $4,810,825

The Debtor tapped The Wiley Law Group, PLLC, as counsel.


SBA COMMUNICATIONS: S&P Rates $500MM Incremental Loan 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '2' recovery rating to Boca Raton, Fla.-based wireless
tower operator SBA Communications Corp.'s proposed $500 million
incremental term loan B maturing 2022, one year later than the
maturity of its existing $1.5 billion term loan B.  The term loan
will be issued by wholly-owned subsidiary SBA Senior Finance II
LLC.  The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%; at the higher end of the range) recovery of
principal in the event of payment default.  All net proceeds from
the transaction will be used to repay a portion of the outstanding
amount under the company's $1 billion revolving credit facility.

As part of the transaction, the company is increasing the size of
the collateral pool for the unsecured claims with the addition of
approximately 635 domestic unencumbered towers, which offsets any
reduction in the recovery for unsecured claims because of the
incremental term loan and S&P's assumption of a nearly fully drawn
revolver.  As such, there is no change to S&P's issue-level and
recovery ratings on the senior unsecured debt.

S&P does not expect the transaction to have an impact on key credit
metrics, including adjusted debt to EBITDA, which was 7.9x as of
March 31, 2015.  S&P's base-case forecast assumes that leverage
will be in the mid- to high-7x area by year-end 2015.  S&P also
believes capital allocation decisions, including debt-financed
acquisitions or higher dividends and share repurchases, could
constrain meaningful leverage improvement over the next few years.

RATINGS LIST

SBA Communications Corp.
Corporate Credit Rating              BB-/Stable/--

New Rating

SBA Senior Finance II LLC
$500 mil. incremental term loan B due 2022
Senior Secured                       BB
  Recovery Rating                     2H



SLAP SHOT: S&P Affirms 'B-' CCR & Revises Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Englewood, Colo.-based parent company Slap Shot
Holdings and Subsidiaries (d/b/a Sports Authority) and revised the
outlook to negative from stable.  At the same time, S&P affirmed
the 'B-' issue-level rating on the company's first-lien term loan
due 2017.  The recovery rating is '3', indicating S&P's
expectations for meaningful recovery in the event of default, at
the lower end of the 50% to 70% range.

"We view Sports Authority's market position as good, yet small in
the mature, fragmented and highly competitive retail sporting goods
industry.  Dick's Sporting Goods is Sports Authority's main direct
competitor, offering a similar merchandise mix in a big-box
format," said credit analyst George Skoufis.  "Other competitors
include traditional sporting goods stores, specialty retailers, and
department stores, mass merchants, and catalog and Internet
retailers.  We don't believe the intense competitive environment
will change meaningfully over the next year and it will be
difficult for Sports Authority to retain or gain the market share
it has lost over the past few years."

The negative outlook reflects weak operating performance over the
past several quarters, including weak first quarter results, and
heavy capital expenditures (cap-ex) to fund store/market
repositioning that has resulted in a steady use of cash to fund
operations that has been funded with ABL credit facility borrowings
and our view that liquidity could become constrained if these
trends continue.

S&P would lower the rating if the company's strategies do not drive
improved operating results, free operating cash flow remains
consistently negative and the company's ability to fund ongoing
operations from availability under its revolving credit facility is
at risk leading S&P to believe the existing capital structure is
unsustainable.  Trending toward a violation of the springing
financial performance covenants (less than 10% availability, for
example) could also cause a downgrade.

S&P could consider a revising the outlook back to stable if the
company can reverse recent unfavorable performance trends and drive
steady same-store growth and strengthen margins, while stemming
negative cash flow trends and preserving adequate liquidity.



SOUTHERN STATES: S&P Lowers CCR to 'B-', Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Southern States Cooperative Inc. to 'B-' from 'B'.  The
outlook is stable.

In addition, S&P lowered its issue-level rating on Southern States'
senior secured second-lien notes to 'B-' from 'B'.  The recovery
rating on the debt remains '4', indicating S&P's expectations for
average (30% to 50%, in the lower half of the range) recovery in
the event of a default.  S&P believes Southern States will have
about $213 million in reported debt outstanding as of June 30,
2015.

"The downgrade reflects our projections for continued
weaker-than-expected credit measures with negative free cash flow
generation and adjusted debt to EBITDA exceeding 5x at fiscal
year-end," said Standard & Poor's credit analyst Kim Logan.  This
is based on S&P's lowered EBITDA forecast for 2015, which it
revised downward by 36% to $34 million.  As a result, S&P expects
the company to generate weak credit metrics, including debt to
EBITDA above 5x and funds from operations (FFO) to debt below 10%.

"We assess Southern States' financial risk profile as "highly
leveraged," reflecting the company's high earnings volatility and
our expectation for weaker free cash generation in fiscal 2015.
Although we anticipate credit measures recovering in fiscal 2016
assuming sales volumes return to normalized levels, the company's
ongoing pattern of earnings and cash flow volatility and
seasonality supports our "highly leveraged" financial risk profile
assessment.  As a result of seasonality in working capital
borrowings, credit measures typically weaken significantly in the
second and third fiscal quarters.  We assess the company's debt to
EBITDA based on its fiscal year-end credit measure given its
consistent history of repaying its revolver borrowing by fiscal
year-end while maintaining a high cash balance in excess of $50
million.  Our financial risk assessment incorporates the
maintenance of key credit measures consistent with indicative ratio
ranges for an "intermediate" financial risk profile and "adequate"
liquidity," S&P said.

"In our view, the cooperative has a relatively solid market
position as a regional distributor on the U.S. East Coast, with an
installed wholesale and retail distribution footprint across key
farming areas.  Nevertheless, its sales and operating performance
are largely dependent on the spring selling season, when the
cooperative historically generates more than 60% of its EBITDA.
This combined with other variables (such as weak regional
diversification, weather, farmer profitability, and global
agricultural commodity supply and demand conditions) is likely to
continue to lead to ongoing earnings volatility and high
seasonality.  The inherent volatility and seasonality of the
cooperative's agriculture-based businesses, very low margins, and
volatile earnings support our "vulnerable" business risk
assessment," S&P added.

The stable outlook reflects S&P's projections for
weaker-than-expected 2015 credit measures with negative free cash
flow generation and debt to EBITDA exceeding 6x at fiscal year-end.
S&P believes that operating results could normalize in 2016 and,
if it does, project that debt to EBITDA will improve to around
5.0x.  However, S&P also expects operating results to remain
volatile and unpredictable.  S&P's stable outlook also reflects its
expectation that liquidity will remain adequate.

S&P could lower ratings if the company experiences a third
consecutive year of poor operating results in 2016 in which
earnings and cash flows do not rebound.  If this were to happen,
free cash flows would remain negative and S&P believes the
company's generally strong year-end cash balances could decline and
liquidity could become compromised.

S&P would consider an upgrade if the company's EBITDA rebounds to
more normalized levels resulting in fiscal year-end debt to EBITDA
of less than 4x and FFO to debt of more than 20%.  S&P believes
this would require the company' agronomy segment sales volumes to
rebound by more than 10% with a more normal spring season selling
conditions.



STANFORD INT'L: Receiver, Plaintiffs Agree to Settle Claims
-----------------------------------------------------------
The receiver for Stanford International Bank Ltd. ("SIBL") and
certain plaintiffs have reached an agreement to settle all claims
asserted against BDO USA LLP ("BDO") and several BDO entities
relating to or in any way concerning SIBL.

As part of the BDO settlement, the receiver and plaintiffs have
requested orders to permanently enjoin all interested parties,
including Stanford Investors (i.e. customers of SIBL, who, as of
Feb. 16, 2009, had funds on deposit at SIBL and were holding
certificates of deposit issued by SIBL), from bringing any legal
proceeding or cause of action arising from or relating to the
Stanford Entities against the BDO released parties.

A complete copies of the BDO settlement agreement, proposed bar
orders, and other settlement documents are available at
http://www.stanfordfinancialsreceivership.com/ Interested parties
may file written objections on or before Aug. 7, 2015.

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management served more than
70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the Northern
District of Texas, Dallas Division, signed an order appointing
Ralph Janvey as receiver for all the assets and records of Stanford
International Bank, Ltd., Stanford Group Company, Stanford Capital
Management, LLC, Robert Allen Stanford, James M. Davis and Laura
Pendergest-Holt and of all entities they own or control.  The
February 16 order, as amended March 12, 2009, directs the Receiver
to, among other things, take control and possession of and to
operate the Receivership Estate, and to perform all acts necessary
to conserve, hold, manage and preserve the value of the
Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S. District
Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent,
multi-billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page indictment
that Mr. Stanford could face up to 250 years in prison if convicted
on all charges.  Mr. Stanford surrendered to U.S. authorities after
a warrant was issued for his arrest on the criminal charges.


SUPERTEL HOSPITALITY: Reports $3.45M Net Income in Q1
-----------------------------------------------------
Supertel Hospitality, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
net income of $3.45 million on $12.4 million of revenues for the
three months ended March 31, 2015, compared with a net loss of
$505,000 on $11.3 million of revenues for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $140 million
in total assets, $109 million in total liabilities, $7.66 million
in redeemable preferred stock, and stockholders' equity of $22.9
million.

The Company has had recurring losses from operations and has a
substantial amount of debt maturing in 2015 for which the Company
does not have committed funding sources.  Its ability to continue
as a going concern is dependent on many factors, including among
other things, improvements in its operations results, its ability
to sell properties and its ability to refinance maturing debt.
While the Company has plans to address these liquidity needs, there
can be no assurance that the Company will be successful in those
efforts.  Consequently, these conditions raise substantial doubt
about the Company's ability to continue as a going concern within
one year after the date that the financial statements have been
issued.

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

                       http://is.gd/twkCpC
                          
                 About Supertel Hospitality, Inc.

Headquartered in Norfolk, Nebraska, Supertel Hospitality, Inc. --
http://www.supertelinc.com/-- is a self-administered real estate
investment trust that specializes in the ownership of select-
service hotels.  The company currently owns 75 hotels comprising
6,474 rooms in 21 states . Supertel's hotels are franchised by a
number of the industry's most well-regarded brand families,
including Hilton, Choice and Wyndham.

The Company reported a net loss of $16.3 million on $57.4 million
of revenues for the year ended Dec. 31, 2014, compared with a net
loss of $1.35 million on $53.8 million of revenues in 2013.

KPMG LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
suffered
recurring losses from operations and has a substantial amount of
debt
maturing in 2015 for which the Company does not have committed
funding sources.



SURVEY SAMPLING: S&P Assigns 'B' CCR, Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Connecticut-based survey collection
company Survey Sampling International LLC (SSI).  The outlook is
stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $271 million senior secured
first-lien credit facility (comprising a $23 million revolving
credit facility due 2019, a $212 million senior secured term loan
due 2020, and a $36 million proposed add-on to the term loan).  The
'3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; higher half of the range) recovery for lenders in the
event of a payment default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's $95 million senior secured second-lien
credit facility due 2021.  The '6' recovery rating indicates S&P's
expectation for negligible (0%-10%) recovery for lenders in the
event of a payment default.

SSI plans to use the proceeds of the $36 million add-on to the term
loan to repay outstanding balance on its revolving credit facility
and fund acquisitions.

"The 'B' corporate credit rating on SSI reflects our expectation
for minimal debt repayment over the next two years, primarily due
to the company's aggressive financial policy and low discretionary
cash flow generation," said Standard & Poor's credit analyst Elton
Cerda.

S&P's assessment of SSI's financial risk profile as "highly
leveraged" is based on the company's pro forma lease-adjusted
leverage of 6.7x and its private equity ownership.  S&P views SSI's
business risk profile as "weak" due to its niche market focus and
participation in a fragmented industry with limited pricing power.


The stable outlook reflects S&P's expectation that the company will
continue to grow its organic core revenue and EBITDA and that
leverage will remain high, around the high-6x area.  S&P views an
upgrade as unlikely over the next two years.

S&P could lower the rating if SSI's core revenue and EBITDA decline
as a result of a deteriorating competitive position, which,
combined with a potential economic weakness, lead S&P to believe
that the capital structure is not sustainable or that the covenant
headroom will contract to 15%.  This could also occur as a result
of poorly timed acquisitions.

Although S&P views an upgrade as unlikely over the next two years
due to the company's "highly leveraged" financial profile and
acquisition-focused growth strategy, S&P could raise the rating if
it concludes that the company will be able to broaden its business
base, lower leverage below 5x, and demonstrate a commitment to a
less aggressive financial policy.



SWISHER HYGIENE: Has $8.83-Mil. Net Loss in First Quarter
---------------------------------------------------------
Swisher Hygiene Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $8.83 million on $43.8 million of revenues
for the three months ended Mar. 31, 2015, compared with a net loss
of $13.8 million on $48.3 million of revenue for the same period
last year.

The Company's balance sheet at Mar. 31, 2015, showed $105 million
in total assets, $32.0 million in total liabilities, and
stockholders' equity of $72.5 million.

The Company has suffered recurring losses from operations and has
not generated positive cash flows from operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                        http://is.gd/ZcQoct

Charlotte, N.C.-based Swisher Hygiene Inc. provides essential
hygiene and sanitizing solutions.  The Company's solutions include
cleaning and sanitizing chemicals, restroom hygiene programs and a
range of related products and services.


TEXASBANC CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for BBVA
Compass Bancshares, Inc. (BBVAC) at 'BBB+' and the bank's Viability
Rating (VR) at 'bbb'.  The Rating Outlook is Stable.
This action follows Fitch's recent rating action on BBVAC's parent
company, Banco Bilbao Vizcaya Argentaria SA (BBVA).

KEY RATING DRIVERS

IDRS AND SENIOR DEBT

BBVAC's IDR reflects the higher of its support-driven IDR or its
standalone rating, the VR. BBVAC' support-driven IDR is 'BBB+',
while its stand-alone rating or VR is 'bbb'. BBVAC's institutional
support-driven IDR is higher than its VR, benefitting from uplift
from its parent, which reflects the parent's ability and propensity
to provide support to BBVAC. BBVAC accounts for approximately 9% of
consolidated parent assets and revenues.

VR

BBVAC's VR, which reflects the company's intrinsic creditworthiness
absent any extraordinary support, was affirmed at 'bbb' primarily
reflecting the company's good capital position, and solid asset
quality profile. The ratings are somewhat constrained by a
relatively weaker earnings profile than other large regional banks.
Further, BBVAC has reported very strong loan growth trends, which
may result in asset quality deterioration in the future, especially
under a higher rate environment.

Capital remains good, with a high Tier I common ratio (under Basel
I) of 10.7%, though down 43bps from a year ago. This compares to
the large regional bank peer median of approximately 10.5%. BBVAC
received no objection to its capital plan under last year's and
this year's CCAR, which included a relatively modest dividend
up-streamed to its parent. The dividend, along with significant
balance sheet growth and a partial phase-out of trust preferred
securities capital inclusion, drove the year-over-year decline in
capital ratios. Fitch expects prudent capital management given very
strong loan growth trends.

Asset quality continues to improve, and remains better than peer
averages. Fitch notes that NPAs, inclusive of accruing troubled
debt restructurings, compare favorably to large regional bank peer
averages, at about half the average for the 14 large regional
banks. BBVAC's NCOs in 2014 were slightly better than the large
regional bank peer average (excluding COF), while its crisis-era
experience was roughly in line with peer averages. Fitch attributes
some of the better relative recent performance to the geographic
make-up of its loan portfolio.

Over the last several years, BBVAC has reported very strong loan
growth, well in excess of large regional bank peer averages banks
and GDP, which may be vulnerable to deterioration under a slowing
economy or higher interest rates. In both 2014 and 2013, total
loans increased 12%, primarily due to very strong growth in C&I,
residential real estate, indirect automobile lending, and CRE. This
is well above the average for loan growth for the large regional
bank peer group.

This level of loan growth raises concerns as to any relaxation in
underwriting standards and whether the company is receiving the
appropriate risk-adjusted return in an extremely competitive
lending environment. While there are no immediate asset quality
concerns, Fitch will be monitoring the growth in these portfolios
for any asset quality deterioration.

BBVAC reported $3.6 billion of energy loans as of YE14 or roughly
6% of total loans. This exposure is somewhat higher than other
large regional banking peers, with the exception of Comerica Inc.
and Zions Bancorporation. Given BBVAC's concentration in Texas and
20 year history in energy lending, it is expected its exposure
would be somewhat higher than most peers. There may be elevated
loan losses in this portfolio depending on the duration and
severity of oil prices. Further, the state's economy has benefitted
greatly from the energy boom, and as previously mentioned, could be
vulnerable to a slowdown or recession depending on the severity and
duration of oil price movements. However, it is not anticipated
that falling oil prices will be a negative ratings driver at this
point.

BBVAC's reliance on short-term borrowings has been decreasing over
the past several years and is on the low end of the peer group.
Bank liquidity is considered roughly in line with peer banks,
though its loan to deposit ratio is on the high end of the peer
group.

BBVAC has reported very strong deposit trends recently. Depositor
behavior under a higher interest rate environment is uncertain at
this time, though it may have implications for the banking
industry, as well as BBVAC, depending on the pace and trajectory of
interest rate movements. As such, Fitch will monitor BBVAC's
liquidity profile if and when interest rates begin to meaningfully
increase for any liquidity implications.

BBVAC manages its liquidity separately from BBVA and does not rely
on its parent for any funding. Holding company liquidity is very
strong, with a significant amount of cash to cover nominal interest
payments on just $100 million of trust-preferred securities. Fitch
expects BBVAC will increase its capital returns to the parent in
the future, though it is assumed it will be in moderate amounts,
governed by U.S. regulatory stress testing.

BBVAC's earnings performance continues to lag the average for large
regional banks in the U.S. and is considered a key Viability Rating
constraint by Fitch. BBVAC ROA in 2014 was 60bps, as compared to
the peer average (excluding BBVAC) of approximately 1.1%. BBVAC's
balance sheet still includes approximately $5bn in pushed down
goodwill from the 2007 BBVA acquisition. If this amount is
excluded, the return on tangible assets improves to 65bps but still
well below peer averages.

Part of BBVAC's weaker relative margin is due to its much higher
cost of interest-bearing deposits than peers. While deposit costs
have been generally declining for the entire industry, the cost of
interest-bearing deposits for BBVAC has trended up slightly
year-over-year. While this has impacted the company's NIM, BBVAC
has been able to significantly grow savings accounts balances and
jumbo time deposits. Fitch notes these deposits may be more
vulnerable to deposit flight in a higher rate environment if their
balances have only increased due to more attractive pricing.

SUPPORT RATING AND SUPPORT RATING FLOOR

BBVAC is strategically important to, but not considered a core
subsidiary of BBVA by Fitch. BBVAC's IDR reflects the higher of its
support-driven IDR or VR. BBVAC's support-driven IDR has
historically been one notch below BBVA, reflecting Fitch's view
that BBVAC is strategically important to BBVA, though not core.
Since BBVAC's support reflects institutional support, there is no
Support Rating Floor assigned.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
Subordinated debt and other hybrid securities issued by BBVAC and
by various issuing vehicles are all notched down from BBVAC's or
its bank subsidiaries' VR in accordance with Fitch's assessment of
each instrument's respective non-performance and relative loss
severity risk profiles.

HOLDING COMPANY

BBVAC's IDR and VR are equalized with those of Compass Bank,
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries.

LONG- AND SHORT-TERM DEPOSIT RATINGS

BBVAC's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default.

RATING SENSITIVITIES

IDRS AND SENIOR DEBT
Since BBVAC's ratings and Outlook are correlated with those of
BBVA, changes in BBVA's ratings may result in changes to BBVAC's
IDRs and Outlook. Additionally, if BBVAC becomes less strategically
important to BBVA, its IDR could be reviewed for rating action.
However, given BBVAC's VR is at 'bbb,' downward rating actions
would be limited to likely just one notch as the BBVAC's VR would
become the anchor for its IDR.

VR
Over the near term, Fitch envisions limited VR upgrade potential.
However, over the medium to long-term, BBVAC's VR could be upgraded
with improving earnings performance, combined with the continuation
of moderating asset quality and the maintenance of capital at
appropriate levels.

Fitch remains somewhat concerned regarding the strong loan growth
BBVAC has reported recently, especially as it compares to peer
averages. In general, Fitch views loan growth that significantly
outpaces GDP and peer growth somewhat skeptically as it raises
concerns about adverse selection, underwriting standards, and the
appropriate risk-return trade-offs.

SUPPORT RATING AND SUPPORT RATING FLOOR
In the event Fitch views BBVAC as no longer strategically important
to BBVA, its support rating could be downgraded. If the support
rating were downgraded, BBVAC's VR would likely become the anchor
rating for IDR.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

These ratings are all primarily sensitive to any changes in the VR
of BBVAC.

HOLDING COMPANY

Should BBVAC's holding company begin to exhibit signs of weakness,
or have inadequate cash flow coverage to meet near-term
obligations, there is the potential that Fitch could notch the
holding company IDR and VR from the ratings of Compass Bank.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The ratings of long- and short-term deposits issued by BBVAC and
its subsidiaries are primarily sensitive to any change in BBVAC's
long- and short-term IDRs.

Fitch has affirmed the following ratings:

BBVA Compass Bancshares, Inc.

  -- Long-term IDR at 'BBB+'; Outlook Stable.

  -- VR at 'bbb';

  -- Support at '2';

  -- Short-term IDR at 'F2'.

Compass Bank

  -- Long-term IDR at 'BBB+'; Outlook Stable;

  -- Long-term deposits at 'A-';

  -- Senior unsecured at 'BBB+'.

  -- Short-term IDR at 'F2';

  -- VR at 'bbb';

  -- Short-term deposits at 'F2';

  -- Support at '2';

  -- Subordinated debt at 'BBB-'.

TexasBanc Capital Trust I

  -- Preferred stock at 'BB-'


TRIMAS CORP: S&P Affirms 'BB-' CCR, Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on U.S.-based TriMas Corp. following S&P's
review of the planned spin-off of the company's Cequent businesses
into a stand-alone company, Horizon Global Corp.  The rating
outlook is stable.

TriMas will receive a $200 million dividend from Horizon and use it
to pay down its existing term loan.  The company plans to complete
the spin-off in mid-2015.  Under terms of the proposed amendment to
its credit agreement, TriMas plans to resize its revolving credit
facility to $500 million from $575 million and its term loan to
$275 million, and extend maturities to 2020 from 2018.  The
borrower is TriMas Corp.'s subsidiary, TriMas Co. LLC.

Based on S&P's review of the recovery analysis pro forma for the
amended credit facilities, S&P affirmed its 'BB-' issue-level
rating on the secured debt.  The recovery rating remains '3',
indicating S&P's expectation for meaningful (50% to 70%, low end of
the range) recovery in the event of a payment default.

"TriMas' good market position, steady operating margin, and
consistent modest cash flow generation should enable the company to
pursue bolt-on acquisitions and maintain funds from operations
(FFO) to debt of about 20%," said Standard & Poor's credit analyst
Liley Mehta.  "We also expect adjusted EBITDA margins will remain
steady within 16% to 17% range, primarily supported by sustainable
high margin packaging and aerospace businesses, acquisition
synergies, and other cost-containment initiatives."

S&P could lower the rating if larger-than-expected debt-financed
acquisitions occur or an economic slowdown is likely to result in a
meaningful deterioration of TriMas' credit measures.  This could
happen if, for instance, weakness in its global industrial end
markets results in EBITDA margins falling by more than three to
four percentage points, while the company continues to pursue
acquisitions, resulting in a FFO-to-total debt ratio of less than
12%.  S&P could also lower the ratings if liquidity weakens, or if
headroom under covenants declines below 15%.

S&P could raise the ratings if stronger-than-expected growth in the
company's end markets--coupled with more disciplined financial
policy --allows FFO–to-total debt to increase above 25% on a
sustained basis.



TTM TECHNOLOGIES: S&P Lowers CCR to 'B+', Off CreditWatch Negative
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Costa Mesa, Calif.-based TTM Technologies Inc. to
'B+' from 'BB' and removed it from CreditWatch, where S&P had
placed it with negative implications on Sept. 22, 2014.  The
outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's $250 million unsecured convertible notes due 2020 to
'B-' from 'BB' and removed it from CreditWatch.  S&P revised the
recovery rating on the notes to '6' from '4'.  The '6' recovery
rating indicates S&P's expectation for negligible recovery (0% to
10%) in the event of payment default.

In addition, S&P affirmed its 'B+' issue-level rating on the
company's $950 million first-lien term loan due 2021.  The '3'
recovery rating is unchanged and reflects S&P's expectation for
meaningful recovery (50% to 70%, in the upper half of the range) in
the event of payment default.

Finally, S&P withdrew its 'B+' corporate credit rating on
Viasystems Group Inc. and S&P's ratings on its debt, which was
repaid as part of the acquisition.

"The downgrade of TTM reflects leverage around the 4x area pro
forma for the acquisition (but excluding management's cost saving
adjustments) as of March 30, 2015, compared with actual leverage of
2.9x," said Standard & Poor's credit analyst Christian Frank.

Although S&P believes TTM will benefit from the increased scale,
improved end-market and customer diversity, and cost-saving
opportunities, S&P's assessment of the company's business risk
profile remains unchanged because of the fragmented and competitive
environment in which it operates, cyclical demand, and wage
pressures.  The lowering of the unsecured issue-level rating
reflects the addition of secured debt to the capital structure,
combined with the downgrade of the company.

Leading PCB makers and that its diverse end markets will result in
stable operating performance over the next 12 months.

S&P could lower the rating if the company cannot capture expected
cost savings or if declines in its key end markets, pricing
pressure from customers, or higher labor costs cause EBITDA to
decline from pro forma levels resulting in leverage approaching 5x
on a sustained basis.

S&P could raise the rating if the company can deliver improved
revenue growth and profitability such that it reduces leverage to
the mid-3x area on a sustained basis.



U.S. GOLF & TENNIS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: U.S. Golf & Tennis Centers, Inc.
           aka US Golf
        PO Box 828
        Crossville, TN 38557

Case No.: 15-03765

Chapter 11 Petition Date: June 1, 2015

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

Judge: Hon. Keith M Lundin

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

Total Assets: $1.15 million

Total Liabilities: $2.88 million

The petition was signed by Arthur H. Bell, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb15-03765.pdf


UNIVERSAL COOPERATIVES: Sells Shares, Other Assets for $82,300
--------------------------------------------------------------
Universal Cooperatives Inc. sold some of its remaining assets in
two separate transactions with Changzhou Wujin Xinhui Netting
Factory and Whitaker Distribution, Inc.

Changzhou Wujin bought the company's shares and equity in Changzhou
Agrinet Company Limited for $72,300.  As part of the deal, a 2011
joint venture contract between the companies will be terminated.

Universal Cooperatives owns shares and equity in Changzhou Agrinet
on account of its contribution to 50% of the company's registered
capital, according to court filings.

Meanwhile, Whitaker paid $10,000 to acquire assets, which consist
of Universal Cooperatives' interest, title and right to use these
trade names and trademarks: AIRLINK, CROSSLINK and EXCLAIM.

Both sale transactions were approved by U.S. Bankruptcy Judge Mary
Walrath who oversees Universal Cooperatives' Chapter 11 case.

                About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.


US SHIPPING CORP: Moody's Raises CFR to 'B2', Stable Outlook
------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default ratings of US Shipping Corp to B2 from B3
and to B2-PD from B3-PD. Moody's also assigned a B2 (LGD-3) rating
to the new approximately $225 million first lien credit facility
(approximately $215 million term loan B due in 2021 and $10 million
revolver due in 2020) the company plans to arrange in connection
with the refinancing of its existing debt capital. Moody's will
withdraw the B2 rating on the company's existing first lien term
loan once the refinancing transaction is completed and the debt is
repaid. The outlook is stable.

The rating upgrade considers the recent improvement in credit
metrics, driven by a decline in funded debt with repayments
pursuant to the Excess Cash Flow Sweep of the existing credit
facility. Moody's expects further reduction in debt and additional
improvements in credit metrics as US Shipping continues to repay
the new first lien term loan from anticipated Excess Cash Flow
pursuant to the terms of the new credit facility. While the company
is small given its seven vessel fleet and revenues of less than
$150 million, Moody's expects steady operating cash flow because
the majority of the fleet is under contract to major oil company or
large chemical customers. Moody's believes that the high entry
barriers of, and anticipated stability in the fundamentals of the
US Jones Act market will support the company's market position and
free cash flow generation through at least 2017. The company has a
niche focused on the chemical trades but also transports crude and
refined petroleum products. Chemical trades typically utilize the
relatively smaller vessels in the Jones Act fleet, similar to the
size of the company's four articulated tug barge (ATB) units. This
focus should insulate the company from significant competitive
pressure as the larger aged, incumbent crude and refined petroleum
tankers are replaced by newbuildings scheduled to enter the US
Jones Act fleet in upcoming years.

The stable outlook reflects the expectation of steady cash
generation from the company's fleet and a balanced supply and
demand in the US Jones Act trades. Moody's anticipates little
upwards rating pressure because of the company's small size. Credit
metrics sustained at levels more typical of high Ba-rated
corporates, such as Debt to EBITDA of below 3.5 times and FFO +
interest to interest above 4.5 times, would be needed before
consideration of a positive rating action. The ratings could be
downgraded if strong daily utilization of the fleet is not
maintained such that free cash flow turns negative, debt-funded
fleet growth occurs or credit metrics weaken, such that Debt to
EBITDA is sustained above 5.5 times or Funds from Operations +
Interest to Interest approaches 2.5 times.

The B2 rating on the first lien term loan is in-line with the CFR.
The about 50% reduction of the second lien obligation relative to
that in the prior capital structure removes a significant component
of the first loss position, removing rating uplift for the first
lien obligations in our Loss Given Default waterfall.

The principal methodology used in these ratings was Global Shipping
Industry published in February 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.

U.S. Shipping Corp, headquartered in Edison, NJ, owns four modern
articulated tug-barge units and three legacy tankers serving the US
Jones Act chemical and petroleum markets.


WWC HOLDING: Add-On Debt No Effect on Moody's 'B2' CFR
------------------------------------------------------
WWC Holding Corp.'s (SSI Opinionology/Newco LLC; "SSI") B2
Corporate Family Rating, B2-PD Probability of Default Ratings, debt
instrument ratings and stable rating outlook remain unchanged
following the company's announcement that it plans to upsize its
first-lien term loan by $36 million, utilizing the accordion shared
by its first- and second-lien bank facilities. Proceeds from the
incremental facility will be used to finance two new tuck-in
acquisitions, to repay borrowings under the revolver used for a
prior acquisition completed in April 2015, and to pay related fees
and expenses. Moody's views the acquisitions as credit positive
despite the increase in debt as they complement and expand the
company's current service offering. In addition, Moody's expects
the incremental EBITDA and projected cost synergies over the next
12 to 18 months will more than offset the increase in debt and cash
interest expense. The transaction also strengthens the company's
liquidity profile through increased revolver availability and
expectations for greater free cash flow.

WWC Holdings Corp., headquartered in Shelton, CT, is one of the
largest providers of tech-enabled, B2C, survey-based data that is
used by market research firms, consulting firms, and corporate
customers. SSI provides online, mobile, and telephone-based
survey-data collection, processing, and reporting services. As a
result of a late 2014 LBO, the company is owned primarily by
private equity firm HGGC, LLC.



XPO LOGISTICS: S&P Assigns 'B' Rating on New Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '4' recovery rating to Greenwich, Conn.-based XPO
Logistics Inc.'s proposed new senior unsecured notes.  The '4'
recovery rating indicates S&P's expectation for average (30%-50%;
lower end of the range) recovery for debtholders in the event of a
payment default.  The company will use the proceeds from these
notes to finance its acquisition of European logistics provider
Norbert Dentressangle S.A., which was announced last month.

At the same time, S&P is raising its issue-level rating on the
company's existing senior unsecured notes to 'B' from 'B-' and are
revising the recovery rating on the notes to '4' from '5'.  The '4'
recovery rating indicates S&P's expectation for average (30%-50%;
lower end of the range) recovery for debtholders in the event of a
payment default.

"Our ratings on XPO reflect its highly leveraged capital structure,
aggressive growth strategy, and its position as one of the larger
and more diversified providers in the fragmented U.S. third-party
logistics market.  The company has set an aggressive growth target
of $9 billion in revenues and $575 million of EBITDA by 2017.  In
April 2014, the company announced the acquisitions of Norbert
Dentressangle (EUR3.24 billion) and Bridge Terminal Transport ($100
million).  Pro forma for these acquisitions, XPO's revenues and
earnings will increase substantially and achieve management's 2017
growth targets, rising to about $9 billion and $568 million,
respectively.  XPO is supplementing its growth-by-acquisition
strategy with internal investments to further expand its scale and
scope," S&P said.

In September 2014, the company received a $700 million equity
infusion to help fund its growth plans.  XPO has indicated that it
expects to complete the Norbert Dentressangle acquisition in the
first half of 2015.  The firm's funds from operations-to-debt ratio
was 7.2% in 2014, however, that included only a partial year of
cash flows from its acquired businesses.  In 2015, S&P expects
XPO's credit measures to improve somewhat, pro forma for a full
year's contribution from Norbert Dentressangle and Bridge Terminal
Transport, with the extent of the improvement influenced by the
proportion of debt the company uses to fund the acquisition.

RECOVERY ANALYSIS

Simulated default and valuation assumptions:
   -- Simulated year of default: 2018
   -- EBITDA at emergence: $270 million
   -- EBITDA multiple: 5.0x

Simplified waterfall
   -- Net enterprise value (after 5% administrative costs): $1.283

      billion
   -- Valuation split (obligors/nonobligors): 95%/5%
   -- Priority claims: $0
   -- Value available to first-lien debt claims
      (collateral/noncollateral):
   -- $1.263 billion/$0
   -- Secured first-lien debt claims: $248 million
      --Recovery expectations: Not applicable
   -- Total value available to unsecured claims: $1.034 billion
      --Recovery expectations: 30%-50% (lower half of the range)
   -- Structurally subordinated debt claims: $74 million
      --Recovery expectations: Not applicable

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

RATINGS LIST

XPO Logistics, Inc.
Corporate Credit Rating                B/Stable/--

Upgraded; Recovery Band Revised
                                        To              From
XPO Logistics, Inc.
$500 million senior unsecured notes    B               B-
  Recovery Rating                       4L              5

New Ratings

XPO Logistics, Inc.
Proposed senior unsecured notes        B
  Recovery Rating                       4L



ZEP INC: S&P Assigns 'B' Corporate Credit Rating, Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Zep Inc.  The outlook is stable.

S&P assigned its 'B+' issue–level rating and '2' recovery rating
to the company's proposed first-lien debt consisting of a $360
million secured term loan B and a $42.5 million revolving credit
facility.  The '2' recovery rating indicates S&P's expectation of
substantial (lower half of the 70%-90% range) recovery in the event
of payment default.

All ratings are based on preliminary terms and conditions.

"The stable outlook for Zep Inc. reflects our view that margins,
albeit low, will be consistent, benefitting from a diverse product
offering, strong brand, and established customer base.  We do not
factor in meaningful debt-funded acquisitions or shareholder
rewards in our rating," said Standard & Poor's credit analyst
Sebastian Pinto-Tomaz.  "At year-end 2015, we expect the company to
maintain adjusted total debt to EBITDA at or below 6x and FFO to
debt in the 10% area," said Mr. Pinto-Tomaz.

Standard & Poor's ratings on specialty chemical producer Zep Inc.
reflect the company's "weak" business risk profile and "highly
leveraged" financial risk profile, as defined in S&P's criteria.
S&P classifies the company's liquidity as "adequate," as defined in
its criteria.

S&P could lower ratings if management actions -- including
debt-funded acquisitions or unexpected earnings weakness, such as a
decline in EBITDA margins to levels below 8% and negative revenue
growth -- cause the FFO to total adjusted debt ration to fall below
5% without prospects for improvement over the next 12 months.
Also, if total adjusted debt/EBITDA increases above 7x, without
near-term prospects for improvement, S&P would lower the rating.
In addition, S&P could lower ratings if liquidity weakens to levels
it considers "less than adequate," including if sources over uses
will be lower than 1.2x future uses.

Although unlikely, S&P could reassess and raise the ratings if the
company can reduce its debt levels significantly, such that the FFO
to adjusted debt ratio exceeds 12% with management willing to
maintain credit measures at that level.  Given the company's
private equity ownership, an improvement of the financial risk
profile is unlikely.



[*] Otterbourg Names Cyganowski Restructuring & Bankruptcy Chair
----------------------------------------------------------------
Otterbourg P.C. has named Melanie L. Cyganowski chair of the firm's
Restructuring and Bankruptcy Department.

Ms. Cyganowski previously chaired Otterbourg's Insolvency
Litigation Services, ADR and Fiduciary Appointments practice. Scott
L. Hazan, who most recently headed the firm's Creditors' Committee
practice, has stepped down from his leadership positions in the
firm's Restructuring and Bankruptcy Department after more than
three decades, and remains a member of the firm.  
Ms. Cyganowski will now oversee all practice areas within the
firm's Restructuring and Bankruptcy Department.

"Melanie has an exceptional national reputation, and we are
confident that our Restructuring and Bankruptcy Department has a
bright future with her at the helm," said Daniel Wallen,
Otterbourg's chairman.  "We thank Scott for his excellent service
to the firm and to our clients, and we look forward to his
continued guidance."

Ms. Cyganowski is a commercial and bankruptcy law litigator,
mediator, arbitrator and expert witness.  She also serves as a
fiduciary (examiner, trustee, receiver, referee, monitor or special
master) in bankruptcy and civil litigation.  She was a federal
bankruptcy judge for 14 years and served as the U.S. Chief
Bankruptcy Judge for the Eastern District of New York from 2005 to
2007.  In April of this year, TheNational Law Journal named her one
of the nation's 75 "Outstanding Women Lawyers."

Ms. Cyganowski's experience parallels that of Conrad B. Duberstein,
who also led the bankruptcy department at Otterbourg and served as
U.S. Chief Bankruptcy Judge for the Eastern District of New York,
before passing away in 2005.

"I am honored to follow in the footsteps of Connie Duberstein and
Scott Hazan, whose leadership made ours one of the premier
bankruptcy practices in the country," Ms. Cyganowski said.  "We
have an increasingly complex bankruptcy and restructuring
environment where individuals and businesses face challenging
financial times, and we at Otterbourg continue to seek innovative
ways to tackle these problems."

Ms. Cyganowski's recent work includes serving on the plaintiffs'
Executive Committee that is assisting lead counsel in key aspects
of the General Motors ignition switch litigation, and leading the
turnaround at Interfaith Medical Center in Brooklyn as the first
individual to be appointed as the "Temporary Operator" of a
hospital in the State of New York.

                     About Otterbourg P.C.

Otterbourg P.C. offers clients a unique combination of legal
insight and practical solutions and is known for its integrity,
stability and business knowledge.  The firm regularly represents
clients in matters of national and international scope, including
institutional lenders and creditors such as banks, asset-based
lenders, hedge funds and private equity firms.  The firm's practice
includes domestic and cross-border financings, litigation and
alternative dispute resolutions, restructuring and bankruptcy
proceedings, mergers and acquisitions and other corporate
transactions, real estate, and trusts and estates.


                            *********

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.

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