TCR_Public/150604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 4, 2015, Vol. 19, No. 155

                            Headlines

22ND CENTURY GROUP: Emery Asset Reports 8.5% Stake as of May 28
ACORN INTERNATIONAL: Deloitte Touche Has Going Concern Doubt
ADVANCED MICRO DEVICES: Files 2014 Conflict Minerals Report
ALPHA NATURAL: S&P Lowers CCR to 'CCC+', Outlook Negative
AMC ENTERTAINMENT: S&P Rates Proposed $600MM Sr. Sub. Notes 'B'

AMERICAN APPAREL: Files 2014 Conflict Minerals Report
AMERICAN COMMERCE: Needs More Time to File Form 10-K
ANSWERS CORP: S&P Lowers CCR to 'B-' on Lower Profitability
API TECHNOLOGIES: Files 2014 Conflict Minerals Report
ARCH COAL: S&P Lowers CCR to 'CCC+'; Outlook Remains Negative

ARMTEC HOLDINGS: S&P Withdraws 'D' CCR on Lack of Information
ARRAY BIOPHARMA: Binimetinib & Encorafenib Maybe Safely Mixed
ASBURY AUTOMOTIVE: S&P Raises CCR to 'BB+', Outlook Stable
ATLS ACQUISITION: Submits Plan Supplement for June 16 Hearing
BEHAVIORAL SUPPORT SERVICES: Files Bare-Bones Chapter 11 Petition

BEHAVIORAL SUPPORT: Case Summary & 15 Largest Unsecured Creditors
BIOCEPT INC: Reports $5.13-Mil. Net Loss in First Quarter
BON-TON STORES: Files Conflict Minerals Report
BOTANICAL REALTY: Creditors Have Until July 30 to File Claims
BOTANICAL REALTY: Files Schedules of Assets and Liabilities

BRAGG COMMUNICATIONS: S&P Affirms 'BB-' CCR then Withdraws Rating
CAESARS ENTERTAINMENT: Adviser Sees Danger in Suit vs Parent
CAESARS ENTERTAINMENT: Bid to Transfer Suit to N.D. Ill. Granted
CAL DIVE: June 22 Hearing on Proposed Maritime Claimants Committee
CAL DIVE: Offshore Files Schedules of Assets and Liabilities

CALIFORNIA COMMUNITY: Plan Outline Hearing Reset to June 24
CEB INC: Moody's Lifts CFR to Ba2, Outlook Stable
CERULEAN PHARMA: Incurs $8.43-Mil. Net Loss for March 31 Quarter
DREAMWORKS ANIMATION: Moody's Affirms Ba3 CFR, Outlook Stable
DUPONT FABROS: S&P Affirms 'BB-' CCR & Rates $250MM Notes 'BB'

EAST COAST BROKERS: Parties Balk at Madonia Global Settlement
EMC ACQUISITIONS: Moody's Assigns B2 Corporate Family Rating
EMPIRE RESORTS: Allowed by IDA to Obtain Tax Benefit
EVERYWARE GLOBAL: Completes Financial Restructuring
FHC HEALTH: Moody's Downgrades CFR to B2, Outlook Stable

FLEXTRONICS INT'L: Moody's Affirms Ba1 CFR, Outlook Positive
GLOBALSTAR INC: Files 2014 Conflict Minerals Report
GOLDEN COUNTY: US Trustee Forms 7-Member Creditor's Panel
GOLDEN COUNTY: Wants to Hire Neligan Foley as Counsel
GOOD SAMARITAN: Moody's Puts B1 Rating on Review for Downgrade

GOODMAN NETWORKS: Moody's Lowers CFR to Caa1, Outlook Stable
GRASS VALLEY: Files Schedules of Assets and Liabilities
GRASS VALLEY: Section 341(a) Meeting Slated for June 22
HD SUPPLY: Files 2014 Conflict Minerals Report
HERCULES OFFSHORE: In Talks with Noteholders to Enhance Liquidity

HIGH RIDGE: Amends Schedules of Assets and Liabilities
INFORMATICA CORP: S&P Retains 'B' Rating on Sr. Secured Debt
IVANHOE ENERGY: Fails to Reach Debt Restructuring Proposal
JABIL CIRCUIT: Moody's Affirms Ba1 CFR, Outlook Stable
JOE'S JEANS: Files Conflict Minerals Report with SEC

KEY ENERGY: S&P Affirms 'B' CCR, Outlook Remains Negative
KRATOS DEFENSE: S&P Revises Outlook on 'B-' CCR to Stable
LEE STEEL: Court OKs Joint Administration of Cases
LEE STEEL: Court Sets Sept. 30 Plan Filing Deadline
LEE STEEL: Files Schedules of Assets and Liabilities

MANNKIND CORP: Incurs $30.7-Mil. Net Loss in First Quarter
MEDICAL ALARM: Amends Annual Report in Response to Comments
MICROBILT CORP: Must Pay Fees to Maselli Firm, 3rd Cir. Says
MICROVISION INC: Files 2014 Conflict Minerals Report
MIDSTATES PETROLEUM: S&P Raises CCR to 'B-', Outlook Stable

MIDTOWN SCOUTS: Court Confirms Second Reorganization Plan
MINT RESTAURANT: Files for Chapter 11 Bankruptcy Protection
MOLYCORP INC: Elects to Take Advantage of 30-Day Grace Period
MOLYCORP INC: S&P Lowers CCR to 'D' on Missed Interest Payment
MONTREAL MAINE: Trustee Targeting August Plan Confirmation

MOTORS LIQUIDATION: Bid to Appeal Order Staying Cases Denied
NAVIOS ACQUISITION: S&P Affirms 'B+' CCR, Outlook Stable
NEPHROGENEX INC: Needs More Capital to Continue as Going Concern
NEW ACADEMY: S&P Affirms 'B' CCR on Refinancing; Outlook Stable
NEWTON MANUFACTURING: Files for Chapter 11; HALO to Acquire Co.

NORTHWEST BANCORPORATION: Wins Confirmation of Prepack Plan
ORIENT PAPER: Short-Term Debt Raises Going Concern Doubt
OZBURN-HESSEY HOLDING: Moody's Lifts CFR to B2, Outlook Stable
PACIFIC DRILLING: Moody's Cuts CFR to B3, Outlook Negative
PARKERVISION INC: Has Insufficient Cash for Operations in 2015

PATRIOT COAL: Has Deal to Sell to Blackhawk Mining
PETROQUEST ENERGY: Moody's Alters Outlook to Stable
PLY GEM HOLDINGS: Files 2014 Conflict Minerals Report
RECOVERY CENTERS: Files Sale-Based Chapter 11 Plan
RECOVERY CENTERS: Section 341(a) Meeting Set for June 10

REICHHOLD HOLDINGS: Wants July 10 Administrative Claims Bar Date
RESIDENTIAL CAPITAL: Objection to Eboweme Claim Sustained
RESPONSE BIOMEDICAL: Files 2014 Conflict Minerals Report
RIVERWALK JACKSONVILLE: Plan Hearing Vacated Amid Sabadell Dispute
RIVERWALK JACKSONVILLE: Sabadell Objects to Amended Plan

ROADMARK CORP: Gets Final Approval to Use Cash Collateral
ROADMARK CORP: Judge Approves $4-Mil. Loan From DSCH Capital
ROGER BARKER: Court Directs Payment to Ch.7 Trustee's Counsel
ROYAL HOLDINGS: S&P Affirms 'B-' CCR, Outlook Stable
RSG HOLDCO: S&P Assigns 'B' CCR & Rates $150MM Loan 'B'

SAN BERNARDINO, CA: Bankr. Stay Applies to Firefighters' Suit
SANTA CRUZ BERRY: Takes Dispute with Selling Agent to Bankr. Court
SEARS HOLDINGS: Files 2014 Conflict Minerals Report
SEARS HOLDINGS: Sets June 11 as Subscription Rights Record Date
SPALDING & SON: Case Summary & 3 Largest Unsecured Creditors

SPIRE CORP: Files 2014 Conflict Minerals Report
STATE FISH: Ch. 11 Trustee Can Hire Avant Advisory as Consultant
STATE FISH: Kathryn Tyler Okayed as IP Counsel to Ch.11 Trustee
T-L BRYWOOD: Says RCG Plan Unconfirmable
TAMPA WAREHOUSE: Must Comply With Confirmed Plan, Court Rules

TELKONET INC: Incurs $744K Net Loss in First Quarter
TENET HEALTHCARE: Expects Up to $160M Impairment Charge in Q2
TENET HEALTHCARE: S&P Affirms 'B' CCR; Outlook Stable
TERRI L. STEFFEN: Court Affirms Default Judgment for US Govt
TOPS HOLDING: Prices Senior Secured Notes

UNI-PIXEL INC: Names Jalil Shaikh as Chief Operating Officer
USA SYNTHETIC: Has Bankruptcy Court Okay to Sell Assets
USELL.COM INC: Incurs $1.47-Mil. Net Loss in Q2 Ended March 31
VELOCITY POOLING: Moody's Changes Outlook to Negative
VIGGLE INC: Has $20.6-Mil. Net Loss in March 31 Quarter

VIPER VENTURES: Preliminary Injunction on Wells Fargo Litigation
W3 CO: Moody's Downgrades CFR to Caa1, Outlook Negative
WBH ENERGY: Exclusive Plan Filing Period Extended to Aug. 2
WEBSENSE INC: S&P Withdraws 'B' CCR Following Acquisition
WHITTEN FOUNDATION: Files Schedules of Assets and Liabilities

[*] Michael Bromwich Joins Robbins Russell as Senior Counsel
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

22ND CENTURY GROUP: Emery Asset Reports 8.5% Stake as of May 28
---------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Empery Asset Management, LP, et al., disclosed that as
of May 28, 2015, they beneficially own 6,000,000 shares of Common
Stock and 3,000,000 shares of common stock issuable upon exercise
of warrants of 22nd Century Group, Inc., which represents 8.47
percent of the shares outstanding.  A copy of the regulatory filing
is available for free at http://is.gd/IgVyvy

                         About 22nd Century

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

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

As of March 31, 2015, the Company had $18.3 million in total
assets, $6.39 million in total liabilities and $11.9 million in
total shareholders' equity.


ACORN INTERNATIONAL: Deloitte Touche Has Going Concern Doubt
------------------------------------------------------------
Acorn International, Inc., reported a net loss of $44.3 million on
$94.8 million in revenue for the year ended Dec. 31, 2014, compared
to a net loss of $39.9 million on $185 million of revenues in the
same period in 2013.

Deloitte Touche Tohmatsu Certified Public Accountants LLP expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has recurring losses from
operations and negative cash flows from operation.

The Company's balance sheet at Dec. 31, 2014, showed $126 million
in total assets, $34.1 million in total liabilities, and
stockholders' equity of $91.7 million.

A copy of the Form 20-F filed with the U.S. Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2014,
is available at http://is.gd/bZtfQZ

Shanghai, China-based Acorn International, Inc., an integrated
multi-platform marketing company, develops, promotes, and sells a
portfolio of proprietary-branded products; and third parties
products in the People's Republic of China.



ADVANCED MICRO DEVICES: Files 2014 Conflict Minerals Report
-----------------------------------------------------------
Advanced Micro Devices, Inc. has filed with the Securities and
Exchange Commission a specialized disclosure report on Form SD and
the Conflict Minerals Report for the reporting period Jan. 1, 2014,
to Dec. 31, 2014.

To determine the mine or location of origin of the conflict
minerals in the Company's products, it relied on the Conflict Free
Sourcing Initiative's Reasonable Country of Origin Inquiry Data.
The CFSI RCOI Data provides country of origin information for the
raw materials used by smelters or refiners that are reported by the
CFSI Conflict-Free Smelter Program as being compliant with their
assessment protocols.  Based on the CFSI RCOI Data and the smelters
or refiners identified by the Company's Direct Suppliers, as of May
1, 2015, the countries of origin of the conflict minerals in the
Company's products may include:

  Level 1 countries - countries of origin that are not identified
  as conflict regions or plausible countries for the export,   
  smuggling or transit of conflict minerals, namely, Argentina,
  Australia, Austria, Belgium, Brazil, Canada, Chile, China,   
  Columbia, Cote D’Ivoire, Czech Republic, Djibouti, Egypt,
  Estonia, Ethiopia, France, Germany, Guyana, Hungry, India,
  Indonesia, Ireland, Israel, Japan, Kazakhstan, Lao People’s
  Democratic Republic, Luxembourg, Madagascar, Malaysia, Mongolia,
  Myanmar, Namibia, Netherlands, Nigeria, Peru, Plurinational
  State of Bolivia, Portugal, Republic of Korea, Russian
  Federation, Sierra Leone, Singapore, Slovakia, Spain, Suriname,
  Switzerland, Taiwan, Thailand, United Kingdom of Great Britain,
  United States of America, Vietnam and Zimbabwe.

  Level 2 countries - countries of origin that are known or
  plausible countries for the export, smuggling or transit of
  conflict minerals, namely, Kenya, Mozambique and South Africa.

  Level 3 countries - countries of origin that are the DRC or its
  adjoining countries, namely, the DRC, Angola, Burundi, Central
  African Republic, Republic of Congo, Rwanda, South Sudan,
  Uganda, United Republic of Tanzania and Zambia.

  Recycled/Scrap - smelters or refiners that only process recycled

  or scrap materials.

All of the smelters or refiners identified by the Company's Direct
Suppliers that were, based on the CSFI RCOI Data, sourcing conflict
minerals from the DRC or its adjoining countries were reported by
the CFSI Conflict-Free Smelter Program as being compliant with
their assessment protocols.

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

                       http://is.gd/rCRY0C

                   About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

For the year ended Dec. 27, 2014, the Company reported a net loss
of $403 million on $5.50 billion of net revenue compared to a net
loss of $83 million on $5.29 billion of net revenue for the year
ended Dec. 28, 2013.

As of March 28, 2015, the Company had $3.42 billion in total
assets, $3.41 billion in total liabilities and $17 million in
total stockholders' equity.

                          *     *     *

As reported by the TCR on April 22, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Sunnyvale,
Calif.-based Advanced Micro Devices Inc. to B- from B.  "The
downgrade reflects AMD's recently sharpened revenue declines, weak
industry conditions and intense competition from Intel in PC
markets, and the challenges it faces to grow in targeted
enterprise, embedded, and semi-custom product markets to offset PC
business declines," said Standard & Poor's credit analyst John
Moore.

As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to
'B-' from 'CCC'.  The upgrade primarily reflects AMD's improved
financial flexibility from recent refinancing activity, which
extends meaningful debt maturities until 2019.

In the April 24, 2015, edition of the TCR, Moody's Investors
Service lowered Advanced Micro Devices, Inc's corporate family
rating to B3 from B2.  The downgrade of the corporate family rating
to B3 reflects AMD's prospects for operating losses over the next
year and negative free cash flow, in contrast to our previous
expectations of modest profitability and positive free cash flow.


ALPHA NATURAL: S&P Lowers CCR to 'CCC+', Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Alpha Natural Resources Inc. to 'CCC+' from 'B'.
The outlook is negative.

The recovery ratings on the company's debt remain unchanged, but
S&P has lowered the issue-level ratings on the debt in line with
its notching guidelines.  S&P lowered its issue-level ratings on
the company's first-lien debt to 'B' from 'BB-' with a '1' recovery
rating, indicating S&P's expectation of very high (90% to 100%)
recovery in the event of a payment default.  At the same time, S&P
lowered its issue-level ratings on its second-lien to 'B' from
'BB-' with a '2' recovery rating, indicating S&P's expectation of
substantial (70% to 90%; lower half of the range) recovery in the
event of a payment default.  Finally, S&P lowered its issue-level
ratings on its senior unsecured debt to 'CCC-' from 'CCC+' with a
'6' recovery rating, indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.

"The negative outlook reflects our view that coal prices will
remain depressed for at least another year," said Standard & Poor's
credit analyst Chiza Vitta.  "Potential asset sales or capital
restructuring notwithstanding, we expect liquidity will continue to
deteriorate because principal uses of liquidity remain above $300
million with limited sources of liquidity. Nevertheless, we expect
cash and investments on the balance sheet could support the
adequate liquidity assessment into 2017."

S&P could lower the rating on Alpha if S&P foresees a specific
scenario in which the company could default within a year without
an unforeseen positive development, or if the company announces
plans for debt restructuring, including pursuing another distressed
debt exchange.  Specific default scenarios would include any
operational shocks that would result in a weak liquidity
assessment.

An upgrade to a stable outlook would likely be predicated on
sustaining EBITDA interest coverage above 1x and a return to
positive free operating cash flow (cash flow from operations less
capital spending) while maintaining adequate liquidity.  S&P views
this as a longer-term prospect barring a sudden change in market
conditions or the capital structure.



AMC ENTERTAINMENT: S&P Rates Proposed $600MM Sr. Sub. Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '5' recovery rating to AMC Entertainment Inc.'s proposed
$600 million senior subordinated notes due 2025.  The '5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%;
upper half of the range) of principal in the event of a payment
default.  The company will use the proceeds to repay its existing
$600 million 9.75% senior subordinated notes due 2020. The
issue-level rating is one notch below the corporate credit rating
on AMC.

Pro forma for the debt offering, adjusted leverage remains
virtually unchanged at about 5x as of March 31, 2015.  S&P expects
AMC to continue to decrease leverage in 2015 and 2016 to the mid-
to high-4x area--in line with S&P's "aggressive" financial risk
profile assessment -- as a result of EBITDA growth from continued
operating performance improvements and stronger box office
performance.

S&P assess AMC's business risk profile as "fair," reflecting the
company's position as one of the largest motion picture exhibitors
in the U.S., with a leading presence in most major markets across
the country.  AMC's size and breadth is tempered by the movie
exhibition industry's maturity and volatility.

The rating outlook on AMC is stable.  And it is based on S&P's
expectation that the company will continue to improve its operating
margins and maintain "adequate" liquidity while keeping leverage
below 5x over the next two to three years, despite volatility in
box office performance.

RATINGS LIST

AMC Entertainment Inc.
Corporate Credit Rating                           B+/Stable/--

New Ratings

AMC Entertainment Inc.
$600 million senior subordinated notes due 2025    B
  Recovery Rating                                   5H



AMERICAN APPAREL: Files 2014 Conflict Minerals Report
-----------------------------------------------------
American Apparel, Inc., filed with the Securities and Exchange
Commission its conflict minerals report for the year ended Dec. 31,
2014.

American Apparel believes that it contracts to manufacture certain
products for which gold, tantalum, tin and tungsten ("3TG") are
necessary to functionality or production.  The Company has
conducted a "reasonable country of origin inquiry" and subsequent
due diligence, as required by the Dodd-Frank Wall Street Reform and
Consumer Protection Act.

With the help of Source Intelligence, a third-party information
management service provider, the Company identified suppliers of
items containing metal and engaged with those suppliers to
determine whether and to what extent their products contain 3TG.
The Company's RCOI utilized the Conflict-Free Sourcing Initiative's
Conflict Minerals Reporting Template and was based on the Due
Diligence Guidance for Responsible Supply Chains of Minerals from
Conflict-Affected and High-Risk Areas, set forth by the
Organisation for Economic Co-operation and Development.

Based on the Company's RCOI and due diligence, the Company has been
unable to determine the source of all of the 3TG in its supply
chain or whether such 3TG directly or indirectly finances or
benefits armed groups in the Democratic Republic of the Congo and
adjoining countries.

A copy of the Conflict Minerals Report is available at:

                        http://is.gd/H9Pa56

                       About American Apparel

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


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

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

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

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

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

                           *     *     *

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

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


AMERICAN COMMERCE: Needs More Time to File Form 10-K
----------------------------------------------------
American Commerce Solutions, Inc., notified the U.S. Securities and
Exchange Commission of a delay in the filing of its annual report
on Form 10-K for the year ended Feb. 28, 2015, because the Company
needs additional time to complete the report.

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.

For the nine months ended Nov. 30, 2014, the Company reported a net
loss of $78,775 on $1.68 million of net sales compared to a net
loss of $96,365 on $1.99 million of net sales for the same period a
year ago.

As of Nov. 30, 2014, the Company had $4.96 million in total assets,
$3.19 million in total liabilities and $1.77 million in total
stockholders' equity.

"The Company has incurred substantial operating losses since
inception and has used approximately $205,000 of cash in operations
for the nine months ended November 30, 2014. Additionally, the
Company is in default on several notes payable. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.  The ability of the Company to continue as a going
concern is dependent upon its ability to reverse negative operating
trends, raise additional capital, and obtain debt financing,"
American Commerce stated in its quarterly report for the period
ended Nov. 30, 2014.


ANSWERS CORP: S&P Lowers CCR to 'B-' on Lower Profitability
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based Answers Corp. to 'B-' from
'B'.  The outlook is stable.

Concurrently, S&P lowered its issue-level ratings on the company's
$325 million first-lien term loan due 2021 to 'B-' from 'B'.  The
'3' recovery rating on this facility indicates S&P's expectation
for meaningful (50% to 70%; at the high end of the range) recovery
in the event of a payment default.  S&P also lowered its
issue-level rating on the company's $180 million second-lien term
loan due 2022 to 'CCC' from 'CCC+'.  The '6' recovery rating on
this facility indicates S&P's expectation for negligible (0% to
10%) recovery in the event of default.

"The downgrade reflects our expectation that Answers' credit
metrics will not improve as we originally anticipated, primarily
because of the company's decision to invest more heavily in its
promoted content business, Answers.com," said Standard & Poor's
credit analyst Kenneth Fleming.

Answers Corp. operates in two business lines: Answer Cloud Services
(ACS), which was built through a number of acquisitions over the
past four years and offers content management and data analytic
services for brands and online retailers; and Answers.com, which
generates revenue through advertising.

The stable outlook reflects S&P's expectation that profitability at
the company's Answers.com business will stabilize and its ACS
business will continue to demonstrate solid top-line growth and
improving margins.

A lower rating could result from a deterioration of the company's
liquidity position or weaker-than-expected operating performance,
such that the capital structure becomes unsustainable.  This could
occur if EBITDA declines by more than 35% from S&P's current
base-case projections and EBITDA interest coverage approaches the
1x area in conjunction with a reduction in liquidity.

Although unlikely over the next year, S&P could raise its ratings
if it observes significant improvement in the company's operating
and financial performance, potentially through a strong rebound in
the Answers.com business.  S&P believes debt-to-EBITDA below 6.5x
and EBITDA interest coverage exceeding 2x on a sustained basis
could support an upgrade, though S&P assign this a low likelihood.



API TECHNOLOGIES: Files 2014 Conflict Minerals Report
-----------------------------------------------------
API Technologies Corp. filed with the Securities and Exchange
Commission a conflict minerals report for calendar year 2014
provided in accordance with Rule 13p-1 under the Securities
Exchange Act of 1934, as amended.

API designs, develops, and manufactures systems, subsystems,
modules, and components for RF/microwave, millimeter wave,
electromagnetic, power, and security applications, as well as
provides electronics manufacturing for technically demanding,
high-reliability applications.  Based on the nature of the products
manufactured and markets served, a substantial majority of our
products contain at least one conflict mineral (gold, tin,
tungsten, or tantalum) that is necessary to the functionality or
production of the product.

Based on the highly technical nature of the products the Company
manufactures, the Company concluded that most of its products
contain at least one conflict mineral (gold, tin, tungsten, or
tantalum) that is necessary to the functionality or production of
the product.

The SEC adopted a rule mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act to require companies to publicly
disclose their use of conflict minerals that originated in the
Democratic Republic of the Congo or an adjoining country.

"Although no companies in our supply chain indicated that their
conflict minerals were supplied or sourced from the Democratic
Republic of Congo or any adjoining countries, for those suppliers
whose materials were not from recycled or scrap sources, we were
not able to definitively conclude that their conflict minerals did
not originate from DRC Countries," the Company states in the
report.

A copy of the Conflict Minerals Report is available at:

                       http://is.gd/Op5Nfd

                      About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at http://www.apitech.com/       

API Technologies reported a net loss attributable to common
shareholders of $19.3 million for the year ended Nov. 30, 2014,
compared to a net loss attributable to common shareholders of $8.28
million for the year ended Nov. 30, 2013.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ARCH COAL: S&P Lowers CCR to 'CCC+'; Outlook Remains Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Arch Coal Inc. to 'CCC+' from 'B'.  The outlook
remains negative.

Concurrently, S&P lowered the issue-level ratings on the company's
first-lien bank facility and term loan to 'B-' from 'B+' with a '2'
recovery rating, indicating S&P's expectation of substantial
(70%-90%; upper half of the range) recovery in the event of a
payment default.  S&P also lowered its issue-level ratings on the
company's second-lien notes and senior unsecured notes to 'CCC-'
from 'CCC+' with a '6' recovery rating, indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.

"The negative outlook reflects the likelihood that global supply
and demand conditions for met coal will not support price recovery
within the year, driving Arch to pursue a restructuring
alternative," said Standard & Poor's credit analyst Chiza Vitta.

S&P could lower the rating if the weak coal environment persists,
such that Arch decides to restructure its balance sheet, including
through a distressed debt exchange.  This could occur if, despite
its liquidity position, Arch determines that it is unable to return
to levels of profitability required to sustain its fixed charges.

A revision to a stable outlook would likely be predicated on
sustaining EBITDA interest coverage above 1x and a return to
positive free operating cash flow (cash from operations less
capital spending), while maintaining adequate liquidity.  S&P views
this as a longer-term prospect, barring a sudden change in market
conditions or the capital structure.



ARMTEC HOLDINGS: S&P Withdraws 'D' CCR on Lack of Information
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'D' long-term corporate credit rating, on Armtec
Holding Ltd. due to lack of sufficient information to rate the
company.

Standard & Poor's had lowered its long-term corporate credit rating
to 'D' on April 29, following the company's announcement that it
had filed for creditor protection under the Companies' Creditors
Arrangement Act in Ontario.



ARRAY BIOPHARMA: Binimetinib & Encorafenib Maybe Safely Mixed
-------------------------------------------------------------
Array BioPharma's wholly-owned MEK inhibitor, binimetinib, and BRAF
inhibitor, encorafenib, were showcased at the 2015 annual meeting
of the American Society of Clinical Oncology.  At the meeting,
preliminary data for the combination of binimetinib and encorafenib
from a Phase 1b/2 dose escalation and expansion study in patients
with BRAF-mutant melanoma who are BRAF inhibitor treatment naive
were shared during an oral presentation.  Results from the study
indicate that binimetinib and encorafenib may be safely combined
and show encouraging clinical activity consistent with MEK/BRAF
inhibitor expectations in patients with BRAF-mutant melanoma who
are BRAF inhibitor treatment naive.

In addition, a differentiated safety profile relative to other
MEK/BRAF inhibitor combinations is emerging in the dose range
currently being used in the Phase 3 COLUMBUS trial.  Array expects
updated BRAF melanoma data from the ongoing Phase 2 combination
trial (LOGIC-2) of binimetinib and encorafenib followed by the
addition of a third targeted agent identified based on genetic
testing at the time of progression will be submitted to a
scientific conference later this year.  LOGIC-2 utilizes the same
dose of binimetinib and encorafenib currently being studied in the
COLUMBUS trial.

In the study, patients were treated with binimetinib 45 mg twice
daily (BID) and increasing doses of encorafenib once daily (QD)
(over the range of 50 to 800 mg and including doses of 400 and 450
mg, which are comparable to the 450 mg dose being used in the Phase
3 COLUMBUS trial), followed by an expansion phase at the maximum
tolerated dose of 600 mg QD.  The objective response rate
(confirmed complete response or partial response) reported in the
trial was 75 percent (41 of 55) for BRAF-naive patients, including
78 percent (7 of 9) of patients treated with the encorafenib
400/450 mg dose.  The estimated median overall progression-free
survival for BRAF-naive patients was 11.3 months.  These results
are consistent with MEK/RAF inhibitor expectations in BRAF-mutant
melanoma patients.

Preliminary data from the study also indicate that in combination
with binimetinib, encorafenib was tolerated at doses up to 600 mg,
twice its single-agent maximum tolerated dose.  At the 400/450 mg
dose of encorafenib, with few grade 3 / 4 events and an 11 percent
incidence of pyrexia and photosensitivity, a differentiated safety
profile relative to other MEK/BRAF inhibitor combinations is
emerging.

"The combination of BRAF and MEK inhibitors is now established as
the optimal molecularly targeted therapy for BRAF mutant melanoma
patients," said Ryan Sullivan, M.D., investigator, Massachusetts
General Hospital Cancer Center, Boston.  "In this study, the
combination of encorafenib and binimetinib demonstrated excellent
clinical activity, consistent with other BRAF/MEK inhibitor
combinations, and an encouraging toxicity profile."

                          About Melanoma

Melanoma is the fifth most common cancer among men and the seventh
most common cancer among women in the United States, with almost
74,000 new cases and nearly 10,000 deaths from the disease
projected in 2015.  BRAF mutations occur in approximately 50
percent of patients with melanoma. When melanoma is diagnosed
early, it is generally a curable disease.  However, when it spreads
to other parts of the body, it is the deadliest and most aggressive
form of skin cancer.  A person with metastatic melanoma typically
has a short life expectancy with only approximately 15 percent of
patients surviving for five years following diagnosis of metastatic
disease.

                       About Array Biopharma

Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma.  In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.

Array Biopharma incurred a net loss of $85.3 million for the year
ended June 30, 2014, a net loss of $61.9 million for the year
ended June 30, 2013, and a net loss of $23.6 million for the year
ended June 30, 2012.

As of March 31, 2015, the Company had $208 million in total assets,
$158 million in total liabilities, and $50.2 million in total
stockholders' equity.

"If we are unable to generate enough revenue from our existing or
new collaboration and license agreements when needed or to secure
additional sources of funding, it may be necessary to
significantly reduce the current rate of spending through further
reductions in staff and delaying, scaling back, or stopping
certain research and development programs, including more costly
Phase 2 and Phase 3 clinical trials on our wholly-owned or co-
development programs as these programs progress into later stage
development.  Insufficient liquidity may also require us to
relinquish greater rights to product candidates at an earlier
stage of development or on less favorable terms to us and our
stockholders than we would otherwise choose in order to obtain up-
front license fees needed to fund operations.  These events could
prevent us from successfully executing our operating plan and, in
the future, could raise substantial doubt about our ability to
continue as a going concern," according to the quarterly report
for the period ended Sept. 30, 2014.


ASBURY AUTOMOTIVE: S&P Raises CCR to 'BB+', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on Duluth, Ga.-based automotive retailer
Asbury Automotive Group Inc. to 'BB+' from 'BB'.  The outlook is
stable.

At the same time, S&P raised its issue-level rating on the
company's subordinated notes to 'BB' from 'B+' and revised its
recovery rating on the notes to '5' from '6'.  The '5' recovery
rating reflects S&P's expectation for modest recovery (10%-30%;
upper half of the range) in the event of a payment default.

"The upgrade reflects Asbury's consistent operational and financial
performance, which has confirmed the stability of its business
model and caused us to revise our assessment of the company's
business risk profile to satisfactory," said Standard & Poor's
credit analyst Lawrence Orlowski.  S&P believes that Asbury's
diverse revenue streams and variable cost structure will help the
company maintain or improve its solid profitability through the
business cycle.

The stable outlook reflects S&P's assumption that Asbury's current
level of profitability is sustainable, its debt leverage will
remain below 4.0x, and that its FOCF-to-debt ratio will stay above
10%.

S&P could lower its rating on the company if S&P came to believe
that Asbury's profitability was going to decline from current
levels, reflecting an unexpected negative trend in its business
operations.  S&P could also lower the rating if, for instance,
higher-than-expected capital spending on dealer upgrades leads
Asbury's FOCF-to-debt ratio to fall below 10% on a sustained basis
or if the company increases its debt leverage above 4.0x to fund a
dividend payout, share repurchases, or acquisitions.

For S&P to raise its rating on the company, Asbury would need to
maintain a debt leverage metric of 3x or less and a FOCF-to-debt
ratio of 15% or better.  S&P would also need to believe that the
company would employ a "moderate" financial policy going forward
that balances shareholder expectations for revenue growth (and cash
for share repurchases) with credit quality that is consistent with
a higher rating.



ATLS ACQUISITION: Submits Plan Supplement for June 16 Hearing
-------------------------------------------------------------
ATLS Acquisition, LLC, et al., submitted a plan supplement
containing the Form of the Liquidating Trust Agreement, the Form of
Medco Promissory Note, and the Schedule of Executory Contracts and
Unexpired Leases to be assumed and proposed cure amounts.  The
documents are integral to and part of their First Amended Joint
Plan of Liquidation and, if the Plan is approved, will be approved
in the Confirmation Order.  Copies of the documents are available
for free at:

   http://bankrupt.com/misc/ATLS_A_Plan_Supp_Ex_A.pdf
   http://bankrupt.com/misc/ATLS_A_Plan_Supp_Ex_B.pdf
   http://bankrupt.com/misc/ATLS_A_Plan_Supp_Ex_C.pdf

The hearing to consider confirmation of the Plan is currently
scheduled to occur on June 16, 2015, at 10:00 a.m. (prevailing
Eastern Time), before the Honorable Laurie Selber Silverstein.

Judge Silverstein on May 7, 2015, approved the disclosure statement
and the proposed solicitation procedures.  The record date for
holders of claims will be May 7.  The judge set a June 9 deadline
for submission of ballots and written objections to confirmation of
the Plan.  The deadline for holders of secured claims, non-tax
priority claims and equity interests in Classes 1, 2 or 6 to opt
out of the releases provided in Article XIII of the Plan are also
due June 9.

The Debtors, the Official Committee of Unsecured Creditors, and
Medco Health Solutions, Inc., anticipate that the Plan will provide
for a 100% recovery to Holders of all allowed claims in the Chapter
11 cases other than the Medco Claims.  Embodied in the Amended Plan
are the terms of a settlement which provides for an aggregate $2.4
million distribution in full and final satisfaction of all of
claims that the individual parties may have against the Debtors'
estates, directly or indirectly, for attorneys' fees and costs.  A
blacklined version of the Disclosure Statement dated May 5, 2015,
is available at http://bankrupt.com/misc/ATLSds0505.pdf

                       About Liberty Medical

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

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

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

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

                           *     *     *

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


BEHAVIORAL SUPPORT SERVICES: Files Bare-Bones Chapter 11 Petition
-----------------------------------------------------------------
Behavioral Support Services, Inc., operator of an out-patient
mental health care facility, sought Chapter 11 protection (Bankr.
M.D. Fla. Case No. 15-bk-04855) in Orlando, Florida, on June 2,
2015, without stating a reason.

The Altamonte Springs, Florida-based Behavioral Support Services
said assets totaled $13.9 million and debt was only $497,000 as of
June 2, 2015.

According to its Web site -- http://bssinspires.com/-- BSS
provides behavioral analysis and therapy, mental health counseling,
substance abuse and targeted case management in the home, school,
office and community for Orange, Osceola and Seminole counties in
Florida.  The agency says it has over 350 active staff, including
100 licensed and certified staff of over 30 areas of
specialization.

Doris Duan-Young M.S., BCBA, is the founder and president of BSS.
Ms. Duan-Young and her husband, Samuel Young, own 100% of the
shares of BSS.  Ms. Duan-Young also owns two other agencies:
residential home operator American Living Inc., and non-profit
Milestone Social Services Inc.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Sept. 30, 2015.

The Chapter 11 petition was signed by Peter Perley, the chief
restructuring officer.

The Debtor tapped Elizabeth A. Green, Esq., at Baker & Hostetler
LLP, as counsel.


BEHAVIORAL SUPPORT: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Behavioral Support Services, Inc.
        801 Douglas Avenue, Suite 208
        Altamonte Springs, FL 32714

Case No.: 15-04855

Type of Business: Health Care

Chapter 11 Petition Date: June 2, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)
Debtor's Counsel: Elizabeth A Green, Esq.
                  BAKER & HOSTETLER LLP
                  200 S Orange Ave
                  Suntrust Center, Suite 2300
                  Orlando, FL 32801
                  Tel: (407) 649-4000
                  Fax: (407) 841-0168
                  Email: egreen@bakerlaw.com

Total Assets: $13.9 million

Total Debts: $497,095

The petition was signed by Peter Perley, chief restructuring
officer.

List of Debtor's 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Adaptive Infotech                   Trade Debt             $1,722

Agency for Persons with             Contingency          $298,000

Disabilities                           Claim
400 S. Robinson Street
Suite S430
Orlando, Fl 32801

Air Flow Designs                    A/C repair/               $89
                                    maintenance

Amerigroup                          recoupment due        $98,000

Bright House Networks               television, internet      $53
                                    services

Capital One Spark Visa Card         office credit card    $46,140

CenturyLink                         telephone                $110

Corvus of Orlando, LLC              office cleaning          $132

Firetronics, Inc.                   sprinkler maintenance    $300

Lauris Online                       online services        $1,550

Milestone Social Services, Inc.     intercompany loan     $50,000

Pitney Bowes                        postal meter              $21

Seminole County Water               utilities                $338

Sterling Window Cleaning            services                 $337

Zephyrhills Water                   office water             $300


BIOCEPT INC: Reports $5.13-Mil. Net Loss in First Quarter
---------------------------------------------------------
Biocept, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $5.13 million on $28,300 of revenue for the three
months ended March 31, 2015, compared with a net loss of $3.80
million on $150,000 of revenue for the same period in 2014.

The Company's balance sheet at Mar. 31, 2015, showed $6.57 million
in total assets, $6.79 million in total liabilities, and a
stockholders' deficit of $221,000.

At March 31, 2015, the Company had $4.3 million in cash, and based
upon the Company's current and anticipated usage of cash resources,
it may require additional financing in the form of funding from
outside sources during 2015.  The Company’s continuation as a
going concern is dependent upon its ability to obtain adequate
additional financing.

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

                        http://is.gd/MnlOXu

Biocept, Inc., a cancer diagnostics company, develops and
commercializes proprietary circulating tumor cell (CTC) and
circulating tumor DNA tests utilizing a standard blood sample.  The
company's tests provide information to oncologists that enable them
to select the appropriate treatment for their patients based on
detailed data on the characteristics of tumors.  It offers
OncoCEE-BR, a breast cancer CTC test that allows physician to
characterize the tumor to help define treatment options.  The
company is also developing other OncoCEE CTC tests, including
OncoCEE-LU for lung cancer; OncoCEE-GA for gastric cancer;
OncoCEE-CR for colorectal cancer; OncoCEE-PR for prostate cancer;
and OncoCEE-ME for melanoma.  Biocept, Inc. sells its products
through its direct sales force and partners that focus on selling
directly to community oncologists in hospitals, cancer centers, and
offices in the United States, as well as biopharma companies.  It
has collaboration agreement with Rosetta Genomics, Ltd. to evaluate
microRNAs from circulating tumor cells.  The company was founded in
1997 and is headquartered in San Diego, California.



BON-TON STORES: Files Conflict Minerals Report
----------------------------------------------
The Bon-Ton Stores, Inc. filed with the Securities and Exchange
Commission a conflict minerals report for pursuant to Rule 13p-1
under the Securities Exchange Act of 1934 for the reporting period
from Jan. 1, 2014, to Dec. 31, 2014.

The SEC adopted a rule mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act to require companies to publicly
disclose their use of conflict minerals that originated in the
Democratic Republic of the Congo or an adjoining country.

"Conflict minerals" are defined as cassiterite,
columbite-tantalite, gold, wolframite, and their derivatives, which
are limited to tin, tantalum, tungsten, and gold.

The Company undertook a reasonable country of origin inquiry with
respect to the conflict minerals used in the production of the
Company's private brand merchandise and has determined in good
faith that for the year ended Dec. 31, 2014:

  a) The Company has manufactured or contracted to manufacture
     products as to which tin, tantalum, tungsten and or gold,
     are necessary to the functionality or production of those
     products.

  b) Based on the RCOI, the Company believes or has reason to
     believe that a portion of its necessary 3TGs originated or
     may have originated in a Covered Country and knows or has
     reason to believe that those necessary 3TGs may not be from
     recycle or scrap sources.

A copy of the Report is available for free at:

                        http://is.gd/sphZ6L


                        About Bon-Ton Stores

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

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

                           *     *     *

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

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

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


BOTANICAL REALTY: Creditors Have Until July 30 to File Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
established July 30, 2015, as the deadline for any individual or
entity to file proofs of claim against Botanical Realty Associates
Urban Renewal, LLC.

The Court also set Oct. 20, 2015, as the deadline for governmental
units to file proofs of claim.

                      About Botanical Realty

Brooklyn, New York-based Botanical Realty Associates Urban Renewal,
LLC, a single asset real estate company, sought for bankruptcy
protection (Bankr. E.D.N.Y. Case No. 15-41835) on April 23, 2015.

The Debtor disclosed total assets of $12,000,000 and $3,698,999 in
liabilities as of the Chapter 11 filing.

The Hon. Elizabeth S. Stong presides over the case.  David
Carlebach, Esq., at The Carlebach Law Group, in New York,
represents the Debtor.

The Debtor's Chapter 11 plan and explanatory disclosure statement
are due Aug. 21, 2015.



BOTANICAL REALTY: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Botanical Realty Associates Urban Renewal, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of New York its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,663,999
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $35,000
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                                $0
                                 -----------      -----------
        Total                    $12,000,000       $3,698,999

The City of New Jersey as the only unsecured creditor, with a
$35,000 claim.

A copy of the schedules is available for free at:

http://bankrupt.com/misc/BOTANICALREALTY_18_sal_creditorslist.pdf


       About Botanical Realty Associates Urban Renewal, LLC

Brooklyn, New York-based Botanical Realty Associates Urban Renewal,
LLC, a single asset real estate company, filed for bankruptcy
protection (Bankr. E.D.N.Y. Case No. 15-41835) on
April 23, 2015.  

The Hon. Elizabeth S. Stong presides over the case.  David
Carlebach, Esq., at The Carlebach Law Group, in New York,
represents the Debtor.

The Debtor's Chapter 11 plan and explanatory disclosure statement
are due Aug. 21, 2015.


BRAGG COMMUNICATIONS: S&P Affirms 'BB-' CCR then Withdraws Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said affirmed its ratings,
including its 'BB-' long-term corporate credit rating on Halifax,
N.S.-based cable TV services provider Bragg Communications Inc.

Subsequently, Standard & Poor's withdrew its 'BB-' long-term
corporate credit rating on Bragg as well as its 'BB+' senior
secured bank debt (term loan B) rating and '1' recovery rating on
the company's debt.

S&P is withdrawing the ratings at the issuer's request following
the company's repayment of its term loan B.  The outlook at the
time of the withdrawal was stable.



CAESARS ENTERTAINMENT: Adviser Sees Danger in Suit vs Parent
------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported that
the continuation of creditors' lawsuits against Caesars
Entertainment Corp. could cause one of the "great messes of our
time," a financial adviser to the casino giant's bankrupt
subsidiary testified in court.

According to the report, James E. Millstein, a financial
restructuring adviser who works closely with the subsidiary,
Caesars Entertainment Operating Co., said that if the four suits
eventually prevail, parent Caesars itself would be forced to file
for bankruptcy protection in "relatively short order," with
creditors and even the subsidiary CEOC likely to go after what
could be $12 billion in claims against the parent.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CAESARS ENTERTAINMENT: Bid to Transfer Suit to N.D. Ill. Granted
----------------------------------------------------------------
District Judge T.S. Ellis, III granted the defendant's motion to
transfer the suit in the case captioned HILTON WORLDWIDE, INC.
GLOBAL BENEFITS ADMINISTRATIVE COMMITTEE, et al., Plaintiffs, v.
CAESARS ENTERTAINMENT CORPORATION, Defendant, CASE NO. 1:14-CV-1766
(E.D. Va.)

On December 24, 2014, a suit was brought against Caesars
Entertainment Corporation ("CEC") for breach of contract, unjust
enrichment, and violation of the Employment Retirement Income
Security Act ("ERISA").

CEC contended that the plaintiffs' claim must be dismissed both for
failure to state a claim upon which relief can be granted, and for
failure to join a necessary and indispensable party.  CEC also
urged, in the alternative, that this matter be transferred to the
Northern District of Illinois because an already-pending Chapter 11
case of Caesars Enternainment Operating Company, Inc. ("CEOC"), a
majority-owned subsidiary of CEC, is being adjudicated in the
Northern District of Illinois.

Judge Ellis granted the CEC's motion to transfer with respect to
plaintiffs' breach-of-contract and ERISA claims.  He held that the
Northern District of Illinois has "related to" jurisdiction over
the case because the plaintiffs' claims against CEC could well
affect the CEOC bankruptcy estate now being administered in the
Bankruptcy Court in the Northern District of Illinois.

Plaintiffs' unjust enrichment claim was dismissed with prejudice
for failing to state a claim upon which relief can be granted.
Judge Ellis found that a valid and enforceable contract exists
between plaintiffs and CEOC, precluding plaintiffs' quasi contract
claim against CEC, a third party nonsignatory.

A copy of the April 14, 2015 memorandum opinion is available at
http://is.gd/W22982from Leagle.com.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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


CAL DIVE: June 22 Hearing on Proposed Maritime Claimants Committee
------------------------------------------------------------------
Maritime claimants on vessels owned by Cal Dive International, et
al., ask the U.S. Bankruptcy Court for the District of Delaware to
direct the U.S. Trustee to appoint an official committee of
maritime lien claimants.

The Maritime Claimants, namely, Doerle Food Services, Inc.,
McDonough Marine Service, and MacTech Offshore, Inc., said they
requested the Office of the U.S. Trustee for the appointment but
the U.S. Trustee responded with a letter denying the request
without explanation and without first soliciting comment from other
parties-in-interest.

The maritime lienholders are not adequately represented in the
Debtor's case, the Maritime Claimants tell the Court.

A hearing on the matter is set for June 22, 2015, at 11:00 a.m.
Objections, if any, are due June 15, at 4:00 p.m.

The Maritime Claimants are represented by (i) Matthew B. McGuire,
Esq., at Landis Rath& Cobb LLP; (ii) Peter S. Goodman, Esq., and
Hugh M. Ray, III, Esq., at McKool Smith, P.C.

                   About Cal Dive International

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.

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

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

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

The U.S. Trustee for Region 3 formed a five-member committee of
unsecured creditors in the case.  The Committee retained Akin Gump
Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and
Guggenheim Securities, LLC as exclusive investment banker.

Cal Dive Offshore Contractors, Inc., disclosed total assets of
$233,273,806 and $311,339,932 in liabilities as of the Chapter 11
filing.



CAL DIVE: Offshore Files Schedules of Assets and Liabilities
------------------------------------------------------------
Cal Dive Offshore Contractors, 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          $233,273,806
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $199,800,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $303,943
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                      $111,235,989
                                 -----------      -----------
        Total                   $233,273,806     $311,339,932

A copy of the schedules is available for free at:

      http://bankrupt.com/misc/CALDIVE_363_offshore_sal.pdf

Cal Dive International, Inc., disclosed total assets of $9,384,983
and total liabilities of $291,563,028 in its own schedules.

               About Cal Dive International, Inc.

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

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

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

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

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

The U.S. Trustee for Region 3 formed a five-member committee of
unsecured creditors in the case.  The Committee retained Akin Gump
Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel;
and
Guggenheim Securities, LLC as exclusive investment banker.


CALIFORNIA COMMUNITY: Plan Outline Hearing Reset to June 24
-----------------------------------------------------------
The hearing to consider approval of the amended disclosure
statement explaining California Community Collaborative's Chapter
11 reorganization plan originally scheduled for June 10, 2015, has
been rescheduled to June 24 at 10:00 a.m.

As reported in the April 28, 2015 edition of the TCR, California
Community Collaborative, owner of an office building in San
Bernardino, California, is proposing a reorganization plan That
promises to pay creditors in installments and allows the owner to
retain control of the company.  

To fund disbursements to claim holders under the Plan, the Debtor
intends to continue to operate its business and lease space at its
office building following the confirmation of the Plan, and will
use net rental income to fund disbursements to claim holders.  The
Debtor will sell or refinance the real property, and net proceeds
after payment of the claims secured by the property will be used to
pay in full all allowed claims secured by the property and to fund
distributions under the Plan.

As of the bankruptcy filing, the Debtor valued its real property at
$12,000,000 while the lender CB&T offered an appraisal of
$7,530,000.  With the execution of a new lease with Rex and
Margaret Fortune School of Education, the Debtor believes that the
property is worth $15,000,000.

The Plan provides that:

   -- The California Bank & Trust's claim will be allowed in the
amount of $9,526,765 and will bear interest at the rate of 5.5% per
year from the Confirmation Date.  After plan confirmation, the bank
will continue to receive monthly adequate protection payments, and
beginning July 15, 2015, and continuing the 15th day of each month
thereafter until the secured claim is paid in full, the bank will
instead receive $45,000 per month.  The secured claim will be paid
in full, with interest, no later than Jan. 30, 2017.

   -- General unsecured creditors with claims estimated to total
$569,100 are to receive a distribution of 100% of their allowed
claims, with interests, to be distributed through twice-annual
disbursements over a period of no more than 36 months;

   -- Merrell Schexnydre, as sole shareholder, will retain his
interests in the Debtor.

A copy of the Disclosure Statement filed April 10, 2015, in support
of the Plan of Reorganization Dated March 26, 2015, is available
for free at:

     http://bankrupt.com/misc/Calif_Comm_DS_04_2015.pdf

                      About California Community

California Community Collaborative is in the business of owning and
renting to non-residential tenants an office building located at
655 West 2nd street, San Bernardino, California.  The building was
previously a Mervyn's retail shopping center before it was acquired
and later remodeled into a two-story, 88,000 square foot office
building.  The company was formed by Merrell Schexnydre, who is
presently the sole shareholder and president.

The Judicial Council of California leases about 26,000 square feet
of space at the building.

California Community filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Cal. Case No. 14-26351) on June 17, 2014.  Mr. Schexnydre
signed the petition.  Judge Christopher M. Klein presides over the
case.  The Debtor estimated assets of at least $10 million and
liabilities of $1 million to $10 million.

The Debtor tapped Meegan, Hanschu & Kassenbrock as counsel and
CBRE-Inland Commercial Real Estate as broker.


CEB INC: Moody's Lifts CFR to Ba2, Outlook Stable
-------------------------------------------------
Moody's Investors Service upgraded CEB Inc.'s Corporate Family
Rating to Ba2, from Ba3, Probability of Default rating to Ba3-PD,
from B1-PD, and the rating for its senior secured credit facilities
to Ba2, from Ba3. Moody's also affirmed CEB's SGL-1 speculative
grade liquidity rating. The ratings have a stable outlook.

The upgrade of the CFR reflects CEB's strong operating performance
and Moody's expectation that the company will maintain moderate
financial leverage near 2x on a reported total debt to adjusted
EBITDA basis or 4.3x on a Moody's lease adjusted basis. Moody's
expects CEB's revenues to grow by approximately 8% on a constant
currency basis, and modest improvements in EBITDA margins should
support free cash flow (cash flow from operations less capital
expenditures and dividends) of at least 10% of total debt (Moody's
adjusted, including capitalized operating leases). CEB's very good
liquidity and free cash flow, coupled with its moderate leverage,
afford the company the flexibility to allocate capital for tuck-in
acquisitions or shareholder returns without increasing leverage.

The Ba2 rating is supported by CEB's high proportion of recurring,
subscription-based revenues, its good EBITDA margins, and low
capital expenditures that result in high EBITDA to free cash flow
conversion. At the same time, the rating is constrained by CEB's
moderate operating scale relative to Ba2-rated services companies
and cyclical nature of its earnings that are vulnerable to
declining or weak enterprise spending.

The stable outlook reflects Moody's expectations for revenue and
EBITDA growth in the high single digit percentages over the next 12
to 18 months.

Moody's could downgrade CEB's ratings if revenue growth rates
decelerate materially, EBITDA margins substantially decline, or
debt is increased to fund acquisitions or shareholder returns. The
rating could be downgraded if Moody's believes that the company is
unlikely to sustain total debt to EBITDA below 2.5x on a reported
basis (about 4.8x on a Moody's lease adjusted basis) or free cash
flow above 5% of total debt (Moody's adjusted).

Although not anticipated in the near term, Moody's could upgrade
CEB's ratings if revenues and earnings experience meaningful
growth, the company maintains a conservative financial profile and
Moody's believes that CEB's operating income will exhibit
resilience during macroeconomic downturns.

Issuer: CEB Inc.

  -- Corporate Family Rating -- Ba2, from Ba3

  -- Probability of Default Rating -- Ba3-PD, from B1-PD

  -- $200 million first lien revolver due 2018 -- Ba2 (LGD 3),
     from Ba3 (LGD 3)

  -- $525 million first lien Term Loan A due 2018 -- Ba2 (LGD 3),
     from Ba3 (LGD 3)

  -- Speculative Grade Liquidity Rating -- Affirmed, SGL-1

  -- Outlook: Stable

Based in Arlington, Virginia, CEB Inc. is a global provider of
member-based advisory services.

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



CERULEAN PHARMA: Incurs $8.43-Mil. Net Loss for March 31 Quarter
----------------------------------------------------------------
Cerulean Pharma Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $8.43 million on $nil of revenue for the three months
ended March 31, 2015, compared to a net loss of $2.91 million on
$47,000 of revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $59.4 million
in total assets, $19.0 million in total liabilities and
stockholders' equity of $40.4 million.

Given the Company's planned expenditures for the next several
years,
including, without limitation, expenditures in connection with our

clinical trials of CRLX101 and CRLX301, its independent registered

public accounting firm may conclude that there is substantial doubt

regarding the Company's ability to continue as a going concern.

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

                       http://is.gd/a6NCbt
                          
Cerulean Pharma, Inc., is a clinical-stage biopharmaceutical
company. It specializes in the design and development of
nanopharmaceuticals.  Cerulean's nanopharmaceuticals are drug-
containing nanoparticles designed and optimized to enhance
therapeutic agents, ranging from small molecules to therapeutic
peptides and RNAi molecules.  The company was founded by Alan L.
Crane and Ram Sasisekharn on Nov. 28, 2005 and is headquartered in
Cambridge, MA.

The Company reported a net loss of $5.56 million on $nil of revenue

for the three months ended Sept. 30, 2014, compared with a net loss

of $3.2 million on $nil of net sales for the same period in the
prior
year.

The Company's balance sheet at Sept. 30, 2014, showed $60.09
million in total assets, $7.55 million in total liabilities and a
stockholders' deficit of $52.53 million.


DREAMWORKS ANIMATION: Moody's Affirms Ba3 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service confirmed DreamWorks Animation SKG,
Inc.'s Ba3 Corporate Family rating, Ba3-PD Probability of Default
rating and its B1 senior unsecured debt rating. The company's
Speculative Grade Liquidity rating of SGL-3 remains unchanged. This
confirmation concludes a review for downgrade that began on
February 23, 2015. The rating outlook is stable.

Issuer: DreamWorks Animation SKG, Inc.

  -- Corporate Family Rating: Confirmed at Ba3

  -- Probability of Default Rating: Confirmed at Ba3-PD

  -- $300 million 6.875% Senior Unsecured Notes due 08/15/2020:
     Confirmed at B1, LGD5

The confirmation follows a one notch downgrade on February 23,
2015, and reflects Moody's belief that the company has and
continues to take measured steps to improve operating performance
and credit metrics to achieve and sustain levels that support a Ba3
CFR. Consecutive weak box office performances of many of the
company's films over the last two years, along with significant
investments in the television and consumer products businesses,
have weighed heavily on debt protection measures, which Moody's
believe will remain weak and be challenging to materially improve
until 2016. The company's leverage has weakened materially and will
likely end 2015 over 6.0x (incorporating Moody's standard
adjustments) as a result of continued weakness in EBITDA and free
cash flow generation. Additionally, significant cash outlays for
expansion of the television and consumer products business units
have drained financial flexibility to sustain its ratings for
potentially weak film performance and resulted in higher debt
levels than previously expected.

However, earlier this year, DreamWorks unveiled a new strategic
plan aimed at reducing operating costs and scaling back film
production. The company announced that going forward it will reduce
the production of films from three films per year to two films (its
former annual slate size) and cut 500 jobs across all divisions and
locations. Moody's is comforted that Jeffrey Katzenberg, Chief
Executive Officer of the company, is returning his focus to the
feature film business again, as he has been among the industry's
most successful. The company expects to incur severance costs
(cash) of approximately $110 million through 2017 and the
restructuring actions are expected to result in pre-tax cost
savings of approximately $30 million in 2015, growing to around $60
million by 2017. Moody's notes that the announcement to realign its
cost structure is a credit positive development for the company
despite that the cash costs are likely to be funded with additional
debt. Moody's expects the cost savings and improving operating
results will be enough to reduce leverage to under 3.5x (with
Moody's adjustments) by the end of 2016 or the latest in the first
half of 2017, which is the sustained leverage upper threshold for
the Ba3 CFR. Given the distance the company sits from that
threshold, the company has no financial flexibility within its Ba3
CFR for either further debt financed acquisitions or investments,
nor for feature film underperformance.

Moody's believes that the company's television business, such as
its agreement with Netflix, is largely built on contractual output
arrangements which are low risk until renewal and are dependent
upon execution on budget to achieve profits. Moody's also believes
that the reduction of the film slate to two films on average per
year, with one of them a proven franchise sequel, reduces film risk
materially. With the recent outperformance of "Home" and the next
expected film release "Kung Fu Panda-3" being a proven franchise
and expected to be released in the first quarter of 2016, the
feature animated film business is already returning to a favorable
trend. Moody's is also encouraged by the growth of Awesomeness TV,
which should continue as short form mobile video is exploding with
demand.

Moody's will continue to monitor DreamWorks' operating performance
turn around as well as its financial profile to return to a "Ba"
profile within next 12 to 24 months as expected. Key credit metrics
remain weak even for the Ba3 rating and the pressure on the rating
could quickly return on any deviation from the plan or expected
results. The stable outlook considers Moody's belief that revenues
and profitability will grow sufficiently to improve leverage to a
more moderate level and the company will sustain liquidity cushion
over the intermediate term.

What Could Change the Rating - Down

Continued weakness in cash flows and credit metrics such that
leverage is expected to be sustained over 3.5x beyond the 24 month
rating horizon could result in a rating downgrade.

What Could Change the Rating - Up

Since the company's metrics remain strained for the near term,
upward ratings momentum and a positive rating action are unlikely.

DreamWorks Animation SKG, Inc., based in Glendale, California, is
an animation studio that produces animated feature films,
television specials and series, and related entertainment and
consumer products. Consolidated revenues for the twelve months
ended March 31, 2015 were about $704 million.

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


DUPONT FABROS: S&P Affirms 'BB-' CCR & Rates $250MM Notes 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on DuPont Fabros Technology Inc. and its subsidiary,
DuPont Fabros Technology L.P. (collectively, DuPont Fabros or DFT).
The outlook is stable.  S&P also affirmed its 'BB' issue-level
rating on the company's $600 million notes due 2021.

At the same time, S&P assigned a 'BB' issue-level rating to DFT's
$250 million unsecured notes due 2025.  The recovery rating on the
notes is '2', indicating S&P's expectations for substantial
recovery in the event of default, at the high of the 70% to 90%
range.

"The ratings on DFT reflect our assessment of its "weak" business
risk profile because of its high tenant and asset base
concentration and "significant" financial risk profile based on its
with moderate cash flow and leverage metrics," said credit analyst
Fernanda Hernandez.

The outlook is stable based on S&P's expectation for attractive
demand for data center space in DFT's key markets.  S&P expects the
completion and stabilization of its data centers will offset
potential tenant defections, resulting in mid- to high-single-digit
total NOI growth.  S&P expects adjusted debt to EBITDA will remain
within the 5x to 6x range and interest coverage of about 3.5x to
3.8x over the next couple of years.

A downgrade could occur if the company is unable to re-lease vacant
space after lease termination of key tenants hampering DFT's
leasing activity.  Also, a more aggressive than anticipated
debt-financed acquisition or speculative development such that
adjusted debt to EBITDA increases above 7.5x, could trigger a
downgrade.

Although unlikely in the next couple of years, if DFT ultimately
achieves greater tenant and geographic diversity, S&P could
reassess the company's business risk position and consider an
upgrade.  Also, significant deleveraging, with debt to EBITDA
(including preferred stock as debt) below 4.5x and EBITDA interest
coverage approaching 4.0x could lead to a positive rating action.



EAST COAST BROKERS: Parties Balk at Madonia Global Settlement
-------------------------------------------------------------
Parties-in-interest filed with the U.S. Bankruptcy Court for the
Middle District of California objections to the motion to approve
the global settlement agreement among Gerard A. McHale, Jr., the
acting Chapter 11 trustee for East Cast Brokers & Packers, Inc., et
al., and Professional Talent Group, LLC, Batista Madonia, Jr. also
known as Batista Madonia, Sr., Batista Madonia, III a/k/a Batista
Madonia, Jr., Evelyn Madonia, Batista Madonia, IV and L3064, LLC.

Curry Law Group, P.A., in its objection, said the settlement
agreement specifically excludes the ability of Batista Madonia,
Jr., to testify about his income from 2007 until 2014.  Without the
testimony of Batista Madonia, Jr., no intent can be determined in
reference to transfers made in the allegations contained in the
Curry Law's action in which allegations  contained in the Curry
Law's action in which allegations have been made by the trustee
against Curry Law, which include the intent of Batista Madonia, Jr.
Thus, any settlement in the main case must not prohibit the
trustee from obtaining testimony from Batista Madonia, Jr. in
reference to income from 2007 to 2014 and must provide for such
disclosure.

The Trustee filed a Chapter 11 adversary action an Feb. 20, 2015,
against Curry Law, a non-creditor third party, seeking avoidance of
alleged fraudulent transfers under Sections 544 and 550 of the
Bankruptcy Code.  The complaint sought to recover payments in the
aggregate of $100,000, allegedly made to Curry Law in two $50,000
installments; and alleges that the Debtor, was insolvent at the
time of the transfer and is further alleging that any payments made
to Curry Law lacked consideration.

Creditor Crop Production Services, Inc., in its limited objection,
said that while it does not object to the Global Settlement with
respect to the property located at 332 Blanca Avenue, Tampa,
Florida, it objects to the portion of the Global Settlement
Agreement which purports to settle the approximate $10 million
adversary claims against Batista Madonia, III a/k/a Batista
Madonia, Junior for a mere $70,000 to be paid out over a 12 month
period.

In exchange for the $70,000, Batista Jr. and his wife are to
provide the Trustee with sworn financial disclosures and are to
submit to a deposition in execution.  Upon performance of the
obligations, the trustee agrees to release the Madonia's, including
Batista Jr., from any and all demands, claims, actions or causes of
action, whether known or unknown.

Stahl Consulting Group, P.A., a defendant in a related adversary
proceeding, objected to the motion, relating that the settlement
agreement reached between the Madonias' and the Trustee
specifically excludes the ability of Batista Madonia, Jr. to
testify about his income from 2007 until 2014.  

The Trustee has sued Stahl Consulting for various fraudulent
transfers as part of the complaint that the trustee is alleging
that the Debtor, was insolvent at the time of the transfer and is
further alleging that any payments made to Stahl Consulting lacked
consideration.

Crop Production is represented by:

         John H. Mueller, Esq.
         Sarah J. Bailey, Esq.
         Clark Mueller Bierley, PLLC
         102 West Whiting Street, Suite 302
         Tampa, FL 33602
         Tel: (813) 226-1874
         Fax: (813) 226-1879
         E-mail: jmueller@clarkmueller.com

                    About East Coast Brokers

East Coast Brokers & Packers, Inc., along with related entities,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.

The debtor-affiliates are Batista J. Madonia, Sr. and Evelyn M.
Madonia (Case No. 13-02895); Circle M Ranch, Inc., Case No.
13-02896); Ruskin Vegetable Corporation, Case No. 13-02897);
Oakwood Place, Inc. (Case No. 13-2898); Byrd Foods of Virginia,
Inc. (Case No. 13-03069); Eastern Shore Properties, Inc. (Case No.
13-03070); and Stellaro Bay, Inc. (Case No. 13-3071).

Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the
Debtors.  Steven M. Berman, Esq., and Hugo S. deBeaubien, Esq., at
Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors'
special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.



EMC ACQUISITIONS: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating for EMC Acquisitions, LLC.
Moody's also assigned a B1 (LGD3) rating to the company's $35
million senior secured revolver, a B1 (LGD3) rating to the $268
million senior secured first lien term loan and a Caa1 (LGD5)
rating to the company's $92 million senior secured second lien term
loan. The senior secured term loans and revolver will be issued at
its subsidiary, Emerging Markets Communications, LLC. The company
plans to use the borrowings to fund the acquisition of Maritime
Telecommunications Network, Inc., and pay related fees and
expenses. The outlook is stable.

Moody's has taken the following rating actions:

Issuer: EMC Acquisitions, LLC

  -- Corporate Family Rating -- Assigned B2

  -- Probability of Default Rating -- Assigned B2-PD

  -- Outlook -- Stable

Issuer: Emerging Markets Communications, LLC

  -- Senior Secured 1st Lien Revolver -- Assigned B1 (LGD3)

  -- Senior Secured 1st Lien Term Loan -- Assigned B1 (LGD3)

  -- Senior Secured 2nd Lien Term Loan -- Assigned Caa1 (LGD5)

  -- Outlook -- Stable

EMC's B2 Corporate Family Rating reflects the company's strong
growth profile, diverse customer base, stable base of contracted
recurring revenues, low churn, Moody's expectation of margin
expansion from the synergies realized by integrating its
acquisition of MTN, and the company's valuable network assets and
patented technologies that provide end-to-end remote communications
services. These strengths are offset by the company's small scale,
relatively high leverage (over 5.5x Moody's adjusted Debt to
EBITDA), and Moody's expectation of opportunistic and strategic
debt-funded mergers and acquisitions. The rating also incorporates
relatively low cash balances, the private equity ownership
structure and a seasoned and proven management team.

Moody's believes that the company will have good liquidity in large
part due to projected positive free cash flow for FYE2015 and, if
needed, availability from its $35 million revolver, which will be
fully available upon closing of the transaction.

The B1 ratings of the senior secured first lien term loan expiring
2022 and $35 million senior secured revolver expiring 2020 reflect
a LGD3 loss given default assessment. The senior secured first lien
term loan are ranked pari passu with the senior secured revolver
and above the $92 million senior secured second lien term loan due
2023, which is rated Caa1 and reflects a LGD5 loss given default
assessment. The secured debt is guaranteed by all current and
future direct and indirect domestic restricted subsidiaries on a
senior secured basis.

The stable outlook is based on Moody's view that the company will
execute crisply from an operational perspective and that the
integration of MTN will progress smoothly. Consequently, we expect
revenue growth will remain strong and that the company will be in a
position to generate positive free cash flow.

Moody's could upgrade EMC's ratings if adjusted leverage approaches
4x and (RCF --Capex)/Debt is above 10% (all ratios are Moody's
adjusted), which would likely result from better than expected
operating performance.

Downward rating pressure could develop if liquidity becomes
strained, leverage remains above 6.5x (Moody's adjusted) for an
extended period of time, or if the company is unable to generate
sustainable positive (RCF-Capex)/Debt. Additionally, debt financed
acquisitions which result in a deterioration in cash flow or a
material increase in leverage could result in a downgrade.

This is the first time that Moody's has rated EMC.

The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology 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.


EMPIRE RESORTS: Allowed by IDA to Obtain Tax Benefit
----------------------------------------------------
The County of Sullivan Industrial Development Agency took action in
March 2013 authorizing various forms of financial assistance be
made available to Empire Resorts, Inc. in connection with the
construction of the Montreign Resort Casino to be located in the
Town of Thompson, New York.  This authorization was memorialized in
a series of agreements between the IDA and the Company in September
2014, which agreements will become effective upon meeting various
closing conditions, including the award of a gaming facility
license to the Company by the New York State Gaming Commission.
Included in this authorization was an exemption from New York State
and local sales and use taxes with respect to certain items used
in, or for the acquisition of, construction and equipping of, the
Casino Project, which is estimated to be a savings of $15 million.

As the Company is currently undertaking site preparation for the
Casino Project in order to commence gaming operations in no more
than 24-months following the award of a gaming facility license, on
May 26, 2015, the IDA took action to allow the Company to obtain
the Tax Benefit with respect to its eligible Casino Project
expenses immediately.  In connection with this authorization, the
Company paid to the IDA an administrative fee of $150,000 and was
permitted to defer an escrow payment in the amount of $100,000
until a building permit for the construction of the Casino Project
is issued.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$24.1 million on $65.2 million of net revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common shares
of $27.05 million on $70.96 million of net revenues in 2013.

As of March 31, 2015, the Company had $84.11 million in total
assets, $55.5 million in total liabilities, and $28.6 million in
total stockholders' equity.


EVERYWARE GLOBAL: Completes Financial Restructuring
---------------------------------------------------
EveryWare Global, Inc. on June 2 disclosed that it has successfully
completed its financial restructuring and has emerged from Chapter
11.  The Company exits the restructuring process with a
significantly reduced debt load and strengthened balance sheet.

"Thanks to tremendous support from our customers, employees,
suppliers and business partners, we have completed a significant
balance sheet restructuring," said Sam Solomon, President and Chief
Executive Officer of EveryWare Global.  "We exit the bankruptcy
process completely focused on creating value for our customers and
partners," continued Solomon.

The Company's exit financing includes a $70 million asset-based
revolving credit facility and a $40 million term loan provided by a
group of EveryWare's post-petition lenders.

"Our lenders' willingness to support the company is a crucial
component of our successful emergence, as well as a reflection of
their confidence in our long-term prospects," said Mr. Solomon.

The confirmed plan, as supplemented, as well as further information
regarding the Company's Chapter 11 cases are available free of
charge on the Company's restructuring website at
https://cases.primeclerk.com/everyware

                     About EveryWare Global

Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a
marketer of tabletop and food preparation products for the consumer
and foodservice markets, with operations in the United States,
Canada, Mexico and Asia.  The company has more than 1,500 personnel
throughout the United States.  Sales and marketing functions are
managed from executive offices in Lancaster, Ohio, with staff
located in Melville, New York, New York City, and Oneida, New
York.

The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking,
LLC, were founded in 1848 and 1873, respectively.  In 2011,
investment funds affiliated with the Monomoy Capital Partners
completed their acquisition of these companies and, in March 2012,
integrated them under the EveryWare brand.  In May 2013, a merger
was completed where EveryWare became a wholly-owned subsidiary of
ROI Acquisition Corp. ("ROI"), a special purpose acquisition
company sponsored by affiliates of the Clinton Group, Inc., and ROI
was renamed EveryWare Global Inc.

As of Sept. 30, 2014, EveryWare reported assets of $238 million and
liabilities of $380 million.

EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to
implement a prepackaged financial restructuring that converts $248
million of the long-term debt to 96% of the common stock of the
company post-emergence.  EveryWare Global filed a voluntary Chapter
11 petition (Bankr. D. Del. Case No. 15-10743) on April 7, 2015.
Twelve of its affiliates filed separate Chapter 11 petitions the
next day.  The cases are pending before Judge Laurie Selber
Silverstein.

The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy
counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal
North America, LLC, to provide a CRO and Interim VP of Finance; and
Prime Clerk LLC as claims and noticing agent.

                         *     *     *

EveryWare Global, Inc., on May 22, 2015, confirmed the Company's
financial restructuring plan dated April 7, 2015, that, among other
things, will substantially reduce the Company's long-term debt.
The plan, as supplemented, provides for the cancellation of the
Company's existing common stock.  The Company's existing common
stockholders and holders of in-the-money warrants (other than the
Company's prepetition term loan lenders and their affiliates and
certain stockholders affiliated with the Company) will receive cash
equal to $0.06 per existing share of common stock.


FHC HEALTH: Moody's Downgrades CFR to B2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded FHC Health Systems, Inc.'s
("FHC" or "Beacon Health Options") Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
Moody's also downgraded the ratings of the company's $65 million
senior secured revolving credit facility and $615 million
(including the proposed incremental $265 million add-on) senior
secured term loan to B2 from B1. The rating outlook is stable.

Proceeds from the proposed $265 million first lien term loan add-on
will be used to fund a dividend to the sponsors as well as pay for
related fees and expenses.

The downgrade of the company's CFR to B2 from B1 reflects the
increase in funded debt and leverage resulting from the incremental
$265 million term loan to be used to fund a dividend to
shareholders. FHC's funded debt level will increase by over 70% as
a result of the proposed transaction. Moody's views the transaction
as reflective of a more aggressive financial policy, as it returns
a sizable amount of capital to shareholders less than six months
after the sponsors invested capital to effectuate the merger
between Beacon Health and FHC.

The following ratings were downgraded:

  -- Corporate Family Rating, to B2 from B1;

  -- Probability of Default Rating, to B2-PD from B1-PD;

  -- $65 million senior secured revolving credit facility, to
     B2 (LGD3) from B1 (LGD3);

  -- $615 million (inclusive of the $265 million add-on) senior
     secured term loan, to B2 (LGD3) from B1 (LGD3);

  -- Outlook, stable.

FHC's B2 Corporate Family Rating reflects the increase in leverage
and interest costs associated with the incremental debt used to
fund a dividend. FHC's rating also reflects the high revenue
concentration and reliance on certain key contracts. The company's
low margin, due to a high level of revenue contributed from
risk-based contracts that include medical costs in their rates,
also weighs on the ratings. Offsetting some of these risks are the
company's scale, with nearly $2 billion in revenue. Positive
industry trends related to the Mental Health Parity Act and the
Affordable Care Act, including Medicaid expansion, are expected to
widen the company's customer base and increase demand for its
products and services. The rating is supported by the company's
good liquidity profile and Moody's expectation that synergies from
the recent business combination of Beacon Health and FHC will
continue to benefit operating results.

The stable outlook reflects the company's good liquidity profile
and the positive trends in the industry.

The ratings could be downgraded if the company is unable to renew
existing contracts or win sufficient new contracts to offset
potential losses in revenue and EBITDA such that adjusted debt to
EBITDA is sustained over 5.5 times. Additional margin pressure
and/or a deterioration in the company's ability to generate
positive free cash flow and maintain sufficient liquidity could
also negatively affect the ratings. Lastly, additional debt
financed dividends and/or acquisitions could lead to a downgrade.

A positive rating action could be supported by a more diversified
base of contracts and revenue sources that would reduce the risk of
large contract losses. An improvement in the company's EBITDA
margin with less reliance on risk contracts that allows the company
to lower and maintain leverage below 4.0 times while maintaining a
good liquidity profile could also lead to a rating upgrade.
However, Moody's would have to see evidence of a more conservative
financial policy focused on debt repayment rather than debt
financed shareholder returns prior to an upgrade.

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

FHC Health Systems, Inc., headquartered in Boston, MA, manages
behavioral health care services in the U.S. through its wholly
owned subsidiaries, Beacon Health Holdings LLC and ValueOptions,
Inc. The company manages behavioral managed care programs to the
public sector, employer groups, health plans, and federal agencies.
The company is majority owned by Diamond Castle Holdings and Bain
Capital. Revenue for the last twelve month period ended March 31,
2015 on a pro-forma basis was approximately $1.9 billion.


FLEXTRONICS INT'L: Moody's Affirms Ba1 CFR, Outlook Positive
------------------------------------------------------------
Moody's Investors Service changed Flextronics International Ltd.'s
ratings outlook to positive from stable and affirmed the Ba1
Corporate Family Rating and the SGL-1 Speculative Grade Liquidity
Rating.

The revision of the outlook to positive reflects Moody's
expectation that Flextronics will capture growth opportunities from
new customers and markets and demonstrate steady financial
performance as the electronics manufacturing services industry
continues to evolve towards a more collaborative model between
suppliers and customers.

The Ba1 CFR reflects Flextronics' diversification drive, solid cash
generating capacity, and Moody's expectation that the company will
maintain its leading position as the second largest electronics
manufacturing services ("EMS") provider in the world by revenues.
Flextronics will benefit as the industry evolves from contract
manufacturing to involve full supply chain services and greater
design and build collaboration with its customers. These trends
should serve to minimize the enduring cyclical volatility in the
EMS sector, resulting from limited demand visibility, relatively
high customer concentration and high fixed costs associated with
maintaining manufacturing operations to serve communications and
computing customers across the globe.

Flextronics has a global manufacturing footprint with facilities
located in low labor cost regions, and is growing
vertically-integrated operations and end-to-end product life cycle
capabilities which can expand its profitability and potentially
deliver returns on invested capital that are commensurate with an
investment grade rating. The company has been diversifying its end
markets into business areas that are more recent adopters of EMS
outsourcing, which deliver higher margins and longer product
cycles, such as automotive, medical and industrials, that offset
the more volatile electronics sectors. In addition, given its
significant scale, the company has demonstrated the ability to
redeploy assets to different customers and/or segments over time.

While Moody's anticipates financial leverage, proforma for the
pending $500 million acquisition of Mirror Controls International
will be above 3.0 times adjusted total debt to EBITDA, the company
should be able to reduce leverage to the mid 2.0 times levels over
the next year. Moody's expects Flextronics to deliver margin
improvements from its recent restructuring efforts and continued
expansion into higher margin industries while it lessens its
exposure to the lower margin consumer technologies business and
reduces recurring restructuring costs.

Flextronics' SGL-1 rating reflects its very good liquidity
position. This is supported by Moody's expectation of cash balances
of at least $1.5 billion (cash was over $1.6 billion as of March
31, 2015) and consistent generation of free cash flow. Cash flow
could be slightly affected by ongoing margin pressure in the
consumer technology segment over the next year, although Moody's
expects relatively stable capital expenditures compared to prior
years. Liquidity is also supported by Flextronics' full access to a
$1.5 billion committed unsecured revolving credit facility maturing
March 2019 and Moody's expectation that Flextronics will remain
covenant compliant over the next twelve months.

The senior unsecured notes and senior unsecured bank credit
facility are rated Ba1 using Moody's Loss Given (LGD) Default
Methodology. Moody's notes that Flextronics has significant
international accounts payable balances at the foreign
subsidiaries, the majority of which are deemed subordinate to the
unsecured debt at the parent, due to the upstream guarantees
supporting the parent debt and the cash flows generated at the
guarantee subsidiaries.

What Could Change the Rating - Up

Flextronics' ratings could be upgraded if the company continues its
path of tangible progress in business line diversification that
delivers operating and financial metrics improvement, evidenced by
operating margins sustained above 3.0%, sustained total debt to
EBITDA below 2.5x (Moody's adjusted) and free cash flow to adjusted
debt in the low double digits.

What Could Change the Rating - Down

The rating could be downgraded if Flextronics reverses its
operating improvements, experiences substantial revenue erosion or
experiences material customer/program losses without offsetting
increases in new customer wins/program ramps, such that its
profitability metrics deteriorate (e.g., operating margins approach
2.0%), or total debt to EBITDA is sustained above 3.25x (Moody's
adjusted).

Rating Actions:

  -- Corporate Family Rating -- Affirmed Ba1

  -- Probability of Default Rating -- Affirmed Ba1-PD

  -- Senior Unsecured Notes -- Affirmed Ba1 (LGD-3)

  -- Speculative Grade Liquidity Rating affirmed at SGL-1

  -- Outlook changed to Positive from Stable

Based in Singapore, with operating headquarters in Santa Clara, CA,
Flextronics 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.


GLOBALSTAR INC: Files 2014 Conflict Minerals Report
---------------------------------------------------
Globalstar, Inc. has filed with the Securities and Exchange
Commission its conflict minerals report pursuant to Rule 13p-1
under the Securities Exchange Act of 1934 for the reporting period
Jan. 1, 2014, through Dec. 31, 2014.

"Conflict Minerals" are defined as cassiterite,
columbite-tantalite, gold, wolframite, and their derivatives which
are limited to tin, tantalum, and tungsten.  The "Covered
Countries" for the purposes of the Rule and this Report are the
Democratic Republic of the Congo, the Republic of the Congo, the
Central African Republic, South Sudan, Uganda, Rwanda, Burundi,
Tanzania, Zambia and Angola.  The Company contracts to manufacture
products for which Conflict Minerals are necessary to the
functionality.

"The Company's supply chain with respect to the Covered Products is
complex, and the Company, as a purchaser, is many steps removed
from the mining of the Conflict Minerals.  As a result, tracing
these minerals to their sources is a challenge that requires the
Company to enlist its suppliers in its efforts to achieve supply
chain transparency, including its effort to obtain information
regarding the origin of the Conflict Minerals.  The information
provided by suppliers may be inaccurate or incomplete or subject to
other irregularities.  In addition, because of the Company's
relative location within the supply chain in relation to the actual
extraction and transport of Conflict Minerals, its ability to
verify the accuracy of information reported by its suppliers is
limited.  Accordingly, the Company can provide only reasonable, not
absolute, assurance regarding the source and chain of custody of
the Conflict Minerals in the Covered Products," the Company states
in the report.

The Company identified 66 in-scope suppliers, of which 63 suppliers
either responded to the Company's request for information or had
their own conflict minerals policy in place and accessible via
their website.

As the Company could not determine the origin of all of the
Conflict Minerals used in the products, the Company has determined
in good faith that its Conflict Minerals status is "DFC conflict
undeterminable" for the calendar year 2014.

A copy of the Report is available for free at:

                       http://is.gd/wclkyu

                       About Globalstar, Inc.

Globalstar is a leading provider of mobile satellite voice and
data services.  Globalstar offers these services to commercial and
recreational users in more than 120 countries around the world.
The company's products include mobile and fixed satellite
telephones, simplex and duplex satellite data modems and flexible
service packages.  Many land based and maritime industries benefit
from Globalstar with increased productivity from remote areas
beyond cellular and landline service.  Globalstar customer
segments include: oil and gas, government, mining, forestry,
commercial fishing, utilities, military, transportation, heavy
construction, emergency preparedness, and business continuity as
well as individual recreational users.  Globalstar data solutions
are ideal for various asset and personal tracking, data monitoring
and SCADA applications.

Globalstar reported a net loss of $463 million in 2014, a net loss
of $591 million in 2013 and a net loss of $112.19 million in 2012.

As of March 31, 2015, the Company had $1.25 billion in total
assets, $1.29 billion in total liabilities, and a $39.6 million
total stockholders' deficit.


GOLDEN COUNTY: US Trustee Forms 7-Member Creditor's Panel
---------------------------------------------------------
Andrew R. Vara, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Golden County Foods Inc. and its
debtor-affiliates.

The members of the Committee are:

   1) MCT Dairies, Inc.
      Attn: Vincent McCann
      15 Bleeker St., Ste. 103
      Millburn, NJ 07041
      Phone: 973-258-9600 x 31
      Fax: 973-258-9222

   2) Kerry Inc.
      Attn: Joseph S. Duncan
      3400 Millington Rd.
      Beloit, WI 53511
      Phone: 608-363-3231
      Fax: 608-363-3430

   3) Masters Gallery Foods, Inc.
      Attn: Jodi Schoerner
      328 Cty Hwy PP
      PO Box 170
      Plymouth, WI 53073
      Phone: 920-893-8431 x 300
      Fax: 920-893-0416

   4) Kraft Foods Group
      Attn: Juan Mostek
      Three Lakes Drive- 2B
      Northfield, IL 60093
      Phone: 847-646-6408
      Fax: 847-646-0927

   5) Total Quality Logistics
      Attn: Jeff Thompson
      1701 Edison Dr.
      Milford, OH 45150
      Phone: 513-831-2600
      Fax: 513-753-2510

   6) The Valen Group
      Attn: Gus Valen
      10250 Alliance Rd.
      Cincinnati, OH 45242
      Phone: 513-842-6300

   7) Indel Food Products, Inc.
      9515 Plaza Cir.
      El Paso, TX 79927
      Phone: 915-590-5915
      Fax: 915-590-5913

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 Golden County

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

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


GOLDEN COUNTY: Wants to Hire Neligan Foley as Counsel
-----------------------------------------------------
Golden County Foods Inc. and its debtor-affiliates ask the Hon.
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Neligan Foley LLP as their
counsel.

A hearing on the application is set for June 8.  Objections were
due June 1.

The firm is expected to:

   a) advise the Debtors, their management and officers of their
rights, powers, and duties as debtor-in-possession;

   b) counsel the Debtors' management and officers on issues
involving operations, potential sales of assets, and possible
financing options;

   c) negotiate documents, preparing pleadings, and representing
the Debtors at hearings related to those matters;

   d) take all necessary actions to protect and preserve the
Debtors' estate, including prosecuting litigation on Debtors'
behalf, investigating claims of the Debtors, defending the Debtors,
if necessary, in actions, litigation, hearings or motions commenced
against the Debtors, negotiating disputes in which the Debtors are
involved, and preparing objections to claims filed against the
estate;

   e) prepare on behalf of the Debtors all necessary motions,
applications, answers, pleadings, orders, reports, and papers in
administration of the estate or in furtherance of the Debtors'
business operations, or as required to preserve the Debtors'
assets, and as otherwise requested by the Debtors’ management;

   f) negotiate and draft documents relating to
debtor-in-possession financing and use of cash collateral and
attend any hearings on such matters, prepare discovery and respond
to discovery served on the Debtors, response to creditor inquiries
and information requests, assist with preparation of Schedules,
Statement of Financial Affairs, Monthly Operating Reports,
attendance at section 341 meeting and representation at meetings
with creditors as well as any committee appointed by the United
States Trustee;

   g) counsel the Debtors in connection with the sale of some or
all of the Debtors' assets, negotiating the terms of any such sale,
drafting, negotiating, and prosecuting any pleadings and other
documents necessary to complete any such sale;

   h) draft, negotiate, and prosecute on behalf of the Debtors a
plan of reorganization, the related disclosure statement, and any
revisions, amendments, and supplements relating to the foregoing
documents, and all related materials; and

   i) perform all other necessary legal services in connection with
this Case and any other bankruptcy-related representation that the
Debtors require.

Prior to the Petition Date, the Debtors said they paid to the firm
a retainer of $250,000.  The firm was owed in excess of $285,000
for services rendered to the Debtors' prior to the Petition Date.
The firm applied $215,000 of the Retainer to the fees and expenses
incurred prior to the Petition Date and voluntarily wrote off the
unpaid balance of approximately $50,000.  Thus, as of the Petition
Date,  the firm had been paid for its services and was holding a
retainer of $35,000.

The firm's standard hourly rates:

       Partners                    $395-$675
       Paralegals and Associates   $150-$375

Patrick J. Neligan, Jr., Esq., attorney at the firm, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Mr. Neligan can be reached at:

       Patrick J. Neligan, Jr., Esq.
       Neligan Foley LLP
       325 N. St. Paul Street, Suite 3600
       Dallas, TX 75201
       Tel: 214.840.5300
       Direct: 214.840.5333
       Email: pneligan@neliganlaw.com

                     About Golden County

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

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


GOOD SAMARITAN: Moody's Puts B1 Rating on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service places Good Samaritan Hospital's (GSH) B1
rating under review for possible downgrade, affecting $61.6 million
of outstanding bonds issued by the Lebanon County Health Facilities
Authority, PA.

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



GOODMAN NETWORKS: Moody's Lowers CFR to Caa1, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Goodman Networks, Inc.'s
corporate family rating to Caa1, probability of default rating to
Caa1-PD and senior secured debt ratings to Caa1. Revenue for the
first quarter of 2015 declined 17% year-over-year due to decreases
in the volume of projects completed with AT&T and decreases in the
volume of services provided to Alcatel-Lucent. AT&T has announced
sharp cuts to its domestic capital spending which will impact
Goodman as revenues from AT&T represent over 60% of total revenue.
Moody's expects Goodman's full year 2015 results to weaken further
such that its credit metrics and liquidity will deteriorate. The
downgrade reflects Moody's expectation that Goodman's financial
leverage will be sustained well above 5x (Moody's adjusted) for the
rating horizon, margins will contract, and the company will consume
cash. The outlook is stable.

Ratings Downgraded:

  -- Corporate Family Rating to Caa1 from B3

  -- Probability of Default Rating to Caa1-PD from B3-PD

  -- $325 million 12.125% Senior Secured Notes due 2018 to Caa1
     (LGD4) from B3 (LGD4)

Goodman's Caa1 Corporate Family Rating reflects its high leverage,
low margins, decreased cash flows and customer concentration and
exposure to the capital expenditure cycles of its customers, which
are represented largely by AT&T and DIRECTV. In addition, as
outsourcing of services forms an integral component of the
company's revenue base, Goodman needs to deliver more cost
effective alternatives than its larger and better capitalized
customers can perform in-house.

Goodman's results have been volatile, with rapid growth followed by
contraction. In 2012 and 2013, the company struggled to hire enough
personnel to meet surging demand for wireless install work. In
2014, this demand contracted and the company is now rapidly
shedding costs to match its lower workload. In the growth phase,
the company faced rising labor costs due to a shortage of qualified
labor and overtime rates. Conversely, as the business contracts the
company has an increased overhead burden and must reduce its
workforce. Moody's feels that Goodman's business volatility and its
lack of visibility into future demand are in conflict with its
large debt load.

These negative factors are offset by Goodman's contract wins from
other carriers such as Sprint, Verizon, Windstream, US Cellular and
CenturyLink, which will enable the combined company to diversify
its revenue away from AT&T and DIRECTV. Also, Goodman entered this
challenging phase with a strong liquidity position of $76 million
of cash at year end. Cash fell to $35 million as of the end of Q1,
primarily due to the semi-annual interest payments on the notes and
normal seasonal slowness. Moody's anticipates that Goodman will
consume approximately $40 million to $50 million of cash for the
full year 2015 and expect it to utilize revolver borrowings in the
second half of the year.

The stable outlook reflects Moody's view that Goodman's leverage
will remain above 5x (Moody's adjusted) over the rating horizon.

Moody's could consider a ratings upgrade if the company is able to
profitably increase and diversify its business away from AT&T and
DIRECTV and grow such that the business volatility is reduced and
leverage falls comfortably below 5x (Moody's adjusted) and free
cash flow to debt exceeds 5%. Downward rating pressure could
develop if liquidity becomes strained or if the current downward
trend on revenues and EBITDA does not reverse.

The principal methodology used in these ratings was Construction
Industry published in November 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.

Goodman Networks, Inc., headquartered in Plano, TX, is a
specialized technical service provider to wireless and wireline
carriers throughout the US. Goodman provides outsourced cell site
builds, upgrades, and professional services to maintain and improve
existing networks. Revenue for the twelve months ended March 31,
2015 totaled approximately $1.156 billion.


GRASS VALLEY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Grass Valley Holdings, L.P., filed with the U.S. Bankruptcy Court
for the District of Utah its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,010,000
  B. Personal Property            $1,468,874
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,702,015
  E. Creditors Holding
     Unsecured Priority
     Claims                                          
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $485,229
                                ------------     ------------
        TOTAL                    $21,478,874      $13,187,245

A copy of the Debtor's Schedules is available for free
http://is.gd/ShAoc8

                        About Grass Valley

Based in Springville, Utah, Grass Valley Holdings, L.P., is a
holding company for real property located in Utah as well as an
interest in real property located in Idaho Falls, Idaho.

Grass Valley Holdings commenced a Chapter 11 bankruptcy case
(Bankr. D. Utah Case No. 15-24513) in Salt Lake City, Utah, on May
15, 2015.

The Debtor estimated $10 million to $50 million in assets and
debt.

The case is assigned to Judge R. Kimball Mosier.  The Debtor is
represented by Gary E. Jubber, Esq., and Douglas J. Payne, Esq., at
Fabian and Clendinin, in Salt Lake City.


GRASS VALLEY: Section 341(a) Meeting Slated for June 22
-------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
of Grass Valley Holdings L.P. on June 22, 2015 at 10:00 a.m. at 405
South Main Street, Suite 250 in Salt Lake City, Utah.

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

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

                        About Grass Valley

Based in Springville, Utah, Grass Valley Holdings, L.P., is a
holding company for real property located in Utah as well as an
interest in real property located in Idaho Falls, Idaho.

Grass Valley Holdings commenced a Chapter 11 bankruptcy case
(Bankr. D. Utah Case No. 15-24513) in Salt Lake City, Utah, on May
15, 2015.

The Debtor estimated $10 million to $50 million in assets and
debt.

The case is assigned to Judge R. Kimball Mosier.  The Debtor is
represented by Gary E. Jubber, Esq., and Douglas J. Payne, Esq., at
Fabian and Clendinin, in Salt Lake City.


HD SUPPLY: Files 2014 Conflict Minerals Report
----------------------------------------------
HD Supply Holdings, Inc. and HD Supply, Inc. have filed a conflict
minerals report for the period from January 1 to Dec. 31, 2014,
with the Securities and Exchange Commission.

The SEC adopted a rule mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act to require companies to publicly
disclose their use of conflict minerals that originated in the
Democratic Republic of the Congo or an adjoining country.

The Company does not directly manufacture products but "contracts
to manufacture" based on its suppliers branded and generic products
containing gold, tin, tungsten and tantalum (or "3TGs").  

Certain HD Supply products contain materials or components that use
tin, tantalum, tungsten and/or gold.  

"Generally speaking, the amount of information available globally
on the traceability and sourcing of these ores is extremely limited
at this time.  The Company has taken steps to identify the
applicable smelters and refiners of such 3TG metals in our supply
chain; however, due to the depth of the supply chain, the Company
is far removed from the sources of ore from which these metals are
produced and the smelters/refiners that process those ores.  The
Company relies on its suppliers to provide information on the
origin of any conflict minerals contained in components and
materials supplied to us," according to the report.

Since the Company received inconclusive data from its direct
suppliers, the Company is unable to make a definitive determination
about the source of the tin, tungsten, tantalum or gold in its
products.  However, the Company said it received no information
from its direct suppliers indicating that the tin, tantalum,
tungsten or gold originated in the Covered Countries or came from
recycled or scrap sources.

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

                        http://is.gd/Kth0gI

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

As of Feb. 1, 2015, HD Supply had $6.06 billion in total assets,
$6.82 billion in total liabilities and a $760 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply's corporate family rating to 'B3' from 'Caa1'.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.

HD Supply carries a 'B' corporate credit rating, with negative
outlook, from Standard & Poor's Ratings Services.


HERCULES OFFSHORE: In Talks with Noteholders to Enhance Liquidity
-----------------------------------------------------------------
Hercules Offshore, Inc., disclosed in a Form 8-K report filed with
the Securities and Exchange Commission that the recent decline in
the price of crude oil has negatively impacted dayrates and demand
for the Company's services, along with overall activity levels in
the industry.  Accordingly, the Company said it is proactively
evaluating a number of options to improve its financial position in
the event of a prolonged market downturn.  

To achieve that objective, the Company has engaged in discussions
with potential financing sources and existing noteholders to
determine available options to enhance liquidity, including new
financing and deleveraging measures.  In connection with the
discussions, the Company provided certain confidential information
pursuant to confidentiality agreements with potential investors.
Certain of the Confidentiality Agreements have now expired pursuant
to their terms.

Management of the Company has prepared the financial projections.

The Company estimated revenue of $123 million in the Q1 2015, $80
million in Q2 2015, $104 million in Q3 2014 and $97 million in Q4
2014.

A copy of the Selected Financial Projections is available at:

                        http://is.gd/qYRsjR

                      About Hercules Offshore

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

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

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

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

                           *     *     *

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

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

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


HIGH RIDGE: Amends Schedules of Assets and Liabilities
------------------------------------------------------
High Ridge Management Corp., filed with the U.S. Bankruptcy Court
for the Southern District of Florida amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,500,000
  B. Personal Property            $3,818,753
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $53,347,794
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $7,177,964
                                 -----------      -----------
        Total                    $19,318,753      $60,525,758

The Debtor disclosed total assets of $19,318,753 and total
liabilities of $21,317,676 in a prior iteration of the schedules.

A copy of the schedules is available for free at:

http://bankrupt.com/misc/HIGHRIDGEMANAGEMENT_146_sal_amended.pdf

                         About High Ridge

High Ridge Management Corp., Hollywood Pavilion and Hollywood Hills
Rehabilitation Center LLC, sought for Chapter 11 protection (Bankr.
S.D. Fla. Lead Case No. 15-16388) on April 8, 2015.

High Ridge is the landlord of Pavilion and Hollywood Hills.  High
Ridge is the 100 percent owner of the membership interests in
Hollywood Hills and Pavilion.  Prior to Jan. 14, 2014, when a
receiver was appointed, High Ridge managed the operations for
Pavilion and Hollywood Hills.

The Hon. John K. Olson presides over the jointly administered
cases.  Timothy R Bow, Esq., and Grace E. Robson, Esq., at
Markowitz Ringel Trusty + Hartog, P.A., in Fort Lauderdale,
Florida, serve as the Debtors' counsel.



INFORMATICA CORP: S&P Retains 'B' Rating on Sr. Secured Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said that its preliminary
issue-level rating on Redwood City, Calif.-based enterprise data
integration software and services provider Informatica Corp.'s
senior secured first-lien debt remains 'B' following the upsizing
of the company's proposed senior secured term loan due 2022 to
$1.71 billion from $1.605 billion, and the downsizing of its
unsecured notes due 2023 to $650 million from $750 million.

While the preliminary recovery rating on the senior secured
first-lien debt remains '3', the structure change pushes S&P's
recovery expectations to the lower half of the 50% to 70% range
from the higher half of the 50% to 70% range.  The proposed
financing also includes a EUR250 million senior secured term loan
due 2022 that S&P will assign the same preliminary 'B' issue-level
rating and '3' recovery rating as the dollar-denominated term loan
upon the close of the transaction.

RATINGS LIST

Informatica Corp.
Corporate Credit Rating                B (prelim)/Neg./--

                                        To           From
Informatica Corp.
Senior Secured                          
$1.71 bil. sr scd term ln B due 2022   B (prelim)
  Recovery Rating                       3L (prelim)  3H (prelim)
$150 mil. revolver due 2020            B (prelim)    
  Recovery Rating                       3L (prelim)  3H (prelim)
$650 mil. sr unscd notes due 2023      CCC+ (prelim)
  Recovery Rating                       6 (prelim)



IVANHOE ENERGY: Fails to Reach Debt Restructuring Proposal
----------------------------------------------------------
Ivanhoe Energy Inc. on June 2 disclosed that, despite considerable
efforts by the company, the Proposal Trustee (Ernst & Young Inc.)
and major creditors of the company, the parties have been unable to
reach a viable restructuring proposal under the Bankruptcy and
Insolvency Act (BIA) (Canada).

As previously disclosed on Feb. 20, 2015, the company filed a
Notice of Intention to Make a Proposal (Notice of Intention)
pursuant to the provisions of Part III of the BIA.  Pursuant to the
Notice of Intention, Ernst & Young (EY) was appointed as the
trustee in the company's proposal proceedings and in that capacity,
EY has been assisting the company in its efforts to restructure its
outstanding debt.

On May 4, 2015, Ivanhoe disclosed that the Court of Queen's Bench
of Alberta approved an application for an extension for the company
to file its restructuring proposal with the Official Receiver under
the BIA from May 5, 2015 to June 1, 2015.

Since filing the Notice of Intention, the company has been working
diligently with EY and major creditors to create a proposal for
presentation to all of its creditors.  Court materials and other
information about the BIA proceedings are available on the Proposal
Trustee's Web site at http://www.ey.com/ca/ivanhoeenergy

As the efforts by the company and the Proposal Trustee to reach a
viable restructuring proposal have not been successful, by
operation of the law under the BIA, the company was deemed bankrupt
as of 11:59 p.m. MDT on June 1, 2015.

All inquiries regarding the BIA proceedings should be directed to
EY at +1-403-206-5003.  Court materials and other information about
the BIA proceedings are available on EY's website at
http://www.ey.com/ca/ivanhoeenergy

Ivanhoe Energy -- http://www.ivanhoeenergy.com/-- is an
independent international heavy-oil exploration and development
company focused on pursuing long-term growth using advanced
technologies, including its proprietary heavy-oil upgrading
process.


JABIL CIRCUIT: Moody's Affirms Ba1 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Jabil Circuit Inc.'s Ba1
Corporate Family Rating, Ba1-PD Probability of Default Rating, and
the SGL-1 Speculative Grade Liquidity Rating. The ratings outlook
is stable.

The Ba1 CFR reflects Moody's views that Jabil's diversification
drive and prospects for resuming strong cash generation will enable
it to maintain its position as a leading Tier-1 EMS provider in
North America, with an expanding footprint and growing
differentiation across a broad mix of materials technologies,
higher complexity products and services. Jabil has a global
manufacturing footprint with facilities located in low labor cost
regions, and is growing vertically-integrated operations and
end-to-end product life cycle capabilities which can expand its
profitability.

However, Jabil's return on asset and free cash flow metrics trail
those of its peers. Jabil has historically exhibited several
quarters of negative free cash flow due to large working capital
usage associated with inventory-build for multiple new customer
programs. Moody's anticipates more consistent positive free cash
flow over the medium term driven by manufacturing efficiencies,
greater focus on working capital management, better coordination
among purchasing units and incrementally higher gross cash flows
from new programs. A sustained improvement in Jabil's ability to
absorb the perpetual churn of customers/products within normal
course of operations, minimize large working capital swings, and
deliver a higher return on assets would all be credit positive.

As part of its business strategy, Jabil benefits from a very good
liquidity position, supported by healthy cash balances and external
credit availability. Jabil has also been increasing its revenue
exposure to the Diversified Manufacturing segment which is a faster
growth and higher margin business. This segment also offers greater
customer diversity compared to its traditional EMS segments serving
the technology industry. The leading competitors in the EMS
industry are evolving from contract manufacturing to full supply
chain services and greater collaboration in the design,
manufacturing and logistics with its customers. These trends should
serve to minimize the industry risks resulting from limited demand
visibility, relatively high customer concentration and high fixed
costs associated with maintaining manufacturing operations to serve
communications and computing customers across the globe.

Jabil's SGL-1 rating reflects its very good liquidity position,
supported by the expectation of balance sheet cash of over $1.0
billion, better working capital management and free cash flow in
the range of $200 to $300 million over the coming year.

Liquidity is also supported by Jabil's access to a $1.5 billion
committed unsecured revolver maturing July 2019 and our expectation
that Jabil will remain covenant compliant over the next twelve
months. Jabil finances its accounts receivable through two
securitization facilities (a $200 million North American A/R
securitization expiring October 2017 and a $175 million Euro Asian
A/R securitization facility expiring May 2018) and a committed
trade receivables facility that provide additional short-term
liquidity. It is important to note that the company frequently
utilizes its A/R securitization programs to boost cash flow levels
to help fund working capital needs.

What Could Change the Rating - Up

Ratings could be upgraded upon improved consistency in free cash
flow generation, and tangible signs that the company can easily
absorb the perpetual churn of customers/products within its normal
course of operations. Successful expansion into non-traditional EMS
end markets such as healthcare, instrumentation, industrial and
specialized services would be favorable to the credit profile. In
addition, an upgrade could be considered if the company sustains
operating margins above 3.0% (Moody's adjusted), adjusted total
debt to EBITDA is maintained below 2.5x (Moody's adjusted) and the
company consistently generates free cash flow to adjusted debt
ratios in the low double digits.

What Could Change the Rating - Down

Ratings could be downgraded if Jabil experiences material
customer/program losses without offsetting increases in new
customer wins/program ramps, declines in core operating margin
towards the 2.0% level (Moody's adjusted), or a sustained increase
in adjusted total debt to EBITDA above 3.25x (Moody's adjusted).

Rating Actions:

  -- Corporate Family Rating -- Affirmed Ba1

  -- Probability of Default Rating -- Affirmed Ba1-PD

  -- Senior Unsecured Notes -- Affirmed Ba1 (LGD4)

  -- Speculative Grade Liquidity Rating affirmed at SGL-1

  -- Outlook is Stable

Headquartered in St. Petersburg, FL, Jabil is one of the world's
largest electronics manufacturing services (EMS) companies
providing a full spectrum of integrated, design, build, logistics
and 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.


JOE'S JEANS: Files Conflict Minerals Report with SEC
----------------------------------------------------
Joe's Jeans Inc. filed with the Securities and Exchange Commission
its conflicts minerals report for the year ended Dec. 31, 2014.

The SEC adopted a rule mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act to require companies to publicly
disclose their use of conflict minerals that originated in the
Democratic Republic of the Congo or an adjoining country.
The specified minerals are gold, columbite-tantalite (coltan),
cassiterite and wolframite, including their derivatives, which are
limited to tantalum, tin and tungsten.  The "Covered Countries" for
purposes of the Rule are the Democratic Republic of the Congo, the
Republic of the Congo, the Central African Republic, South Sudan,
Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

The Company has conducted and continues to conduct a good faith
inquiry reasonably designed to determine whether any Conflict
Minerals contained in its products originated in the Democratic
Republic of Congo or an adjoining country or came from recycled or
scrap sources.  This inquiry includes obtaining from the Company's
nominated suppliers of products that may contain Conflict Minerals,
certifications that the supplier had no reason to believe that such
Conflict Minerals came from the Covered Countries or did not come
from recycled or scrap sources.

On the basis of this inquiry and the responses received from
suppliers, the Company said it currently has no reason to believe
that Conflict Minerals contained in these products originated in
the Covered Countries or did not come from recycled or scrap
sources.

A copy of the Report is available for free at:

                       http://is.gd/ZMYiaf

                        About Joe's Jeans

Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces  

and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.

In its audit report on the consolidated financial statements for
the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has a net working capital deficiency due to
debt covenant violations and has suffered recurring losses from
operations.

The Company reported a net loss of $27.7 million on $189 million of
net sales for the fiscal year ended Nov. 30, 2014, compared with a
net loss of $7.31 million on $140 million of net sales in 2013.

As of Feb. 28, 2015, Joe's Jeans had $185 million in total assets,
$165 million in total liabilities and $20 million in total
stockholders' equity.

                          *     *     *

The Troubled Company Reporter, on Nov. 27, 2014, reported that
Joe's Jeans received a letter on November 24, 2014 from The Nasdaq
Stock Market indicating that the Company is not in compliance with
Nasdaq Listing Rule 5550(a)(2) because the closing bid price per
share of its common stock has been below $1.00 per share for 30
consecutive trading days.  The Nasdaq letter was issued in
accordance with standard Nasdaq procedures.  In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided
with 180 calendar days, or until May 26, 2015, to regain compliance
with the Bid Price Rule.


KEY ENERGY: S&P Affirms 'B' CCR, Outlook Remains Negative
---------------------------------------------------------
Standard & Poor's Ratings Services Inc. affirmed its 'B' corporate
credit rating on U.S.-based Key Energy Services Inc. and revised
its assessment of Key Energy's liquidity to "adequate" from "less
than adequate."  The outlook remains negative.

At the same time, S&P assigned its 'BB-' issue-level rating and '1'
recovery rating to the company's proposed term loan, indicating
S&P's expectation of very high (90% to 100%) recovery in the event
of a payment default.  S&P also revised the recovery rating on the
company's unsecured debt to '4' from '3', indicating S&P's
expectation of average (30% to 50%, high end of the range) recovery
in the event of a payment default.

S&P based its revision of Key Energy's liquidity assessment score
on the company's proposed $315 million term loan issuance and the
new asset-based lending (ABL) facility.  S&P now expects liquidity
sources to exceed uses by at least 1.2x over the next 12 to 18
months.

"The negative outlook reflects our view of the possibility that
profitability and resulting financial measures could continue to
weaken further due to increasingly difficult market conditions,
with the potential for continuing high costs pertaining to the
ongoing FCPA investigation, exacerbating the impact of weak market
conditions," said Standard & Poor's credit analyst Michael Tsai.

S&P could consider a downgrade if Key Energy's operating
performance is materially weaker than S&P projects, likely due to
weakening market conditions combined with higher-than-expected
costs related to the ongoing FCPA investigation, such that S&P
views debt levels approaching unsustainable levels.

S&P could revise the outlook to stable if Key Energy can stem the
recent declines in its main business segments while maintaining
"adequate" liquidity, as defined in S&P's liquidity.  Under such a
scenario, S&P would also expect Key Energy to be on track to
restore credit measures from current levels, including FFO to total
debt comfortably above 12% and total debt to EBITDA below 5x for a
sustained period.



KRATOS DEFENSE: S&P Revises Outlook on 'B-' CCR to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised the
outlook on its 'B-' corporate credit rating on Kratos Defense &
Security Solutions Inc. to stable from developing.

At the same time, S&P affirmed all of its ratings on the company.

"The affirmation reflects Kratos' moderately better, but still
weak, credit metrics and improved liquidity profile, but also
incorporates our view that the company's business risk profile has
weakened somewhat from its planned divestiture of a relatively
high-margin business with favorable growth prospects," said
Standard & Poor's credit analyst Chris Mooney.  The company plans
to sell the U.S. and U.K operations of its EPD business for
approximately $240 million in net cash proceeds after taking into
account taxes and transaction costs.  Following the close of the
transaction, Kratos intends to repurchase between $175 million and
$200 million of its 7% secured notes maturing in 2019 and repay all
of the outstanding debt on its revolver, which currently totals $41
million.  As a result, S&P expects that its debt-to-EBITDA metric
will remain in the 7.5x-8.5x area over the next year, down from 10x
for the 12-months ended March 29, 2015.

S&P expects Kratos' pro-forma credit ratios to remain weak, though
somewhat improved, as order delays and intense price competition
for new contracts result in flat-to-modestly lower earnings, which
should keep the company's debt-to-EBITDA metric in the 7.5x-8.5x
range over the next year.

Although unlikely over the next year given the challenging market
conditions, S&P could raise its rating on the company if its
debt-to-EBITDA metric falls below 6x on a sustained basis.

S&P could lower the rating if the company's liquidity profile
deteriorates or if operating conditions worsen such that S&P no
longer believes the company's capital structure is sustainable for
the long-term.  This could occur if S&P expects the company to
experience sustained cash outflows in future years.



LEE STEEL: Court OKs Joint Administration of Cases
--------------------------------------------------
The Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan, in a corrected order, authorized the
joint administration of the Chapter 11 cases of:

    * Lee Steel Corporation, Case No. 15-45784;
    * Taylor Industrial Properties, L.L.C., Case No. 15-45785; and
    * 4L Ventures, LLC, Case No. 15-45788.

The Court ordered that:

   1. The Debtors' cases are consolidated for procedural purposes
only, and will be jointly administered under the case number
assigned to Lee Steel;

   2. A creditor filing a proof of claim against any of the Debtors
or their respective estates will file such proof of claim in the
particular bankruptcy case of the Debtor against whom such
claim is asserted and not in the jointly administered case; and

   3. Each Debtor is required to file separate monthly operating
reports, and each Debtor will be responsible for payment of
quarterly fees due under 28 U.S.C. 1930 to the United States
Trustee, in its case.

                           About Lee Steel

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on
April 13, 2015.  

The Hon. Marci B. McIvor presides over the cases.  Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.

The U.S. Trustee for Region 9 appointed three creditors to serve on
the official committee of unsecured creditors.



LEE STEEL: Court Sets Sept. 30 Plan Filing Deadline
---------------------------------------------------
To expedite the reorganization and to secure the just, speedy, and
inexpensive determination of the cases of Lee Steel Corp., et al.,
pursuant to Fed. R. Bankr. P. 1001, Judge Marci B. McIvor of the
U.S. Bankruptcy Court for the Eastern District of Michigan has set
these deadlines, hearing dates and procedures:

   a. For creditors who are required by law to file claims, the
deadline is Aug. 19, 2015, except that for governmental units the
deadline to file claims is 180 days from the date the petition was
filed.

   b. The deadline for the Debtors to file motions is July 31,
2015.  This is also the deadline to file all unfiled overdue tax
returns.  The case will not be delayed due to unfiled tax returns.

   c. The deadline for parties to request the Debtors to include
any information in the disclosure statement is Aug. 31, 2015.

   d. The deadline for the Debtors to file a combined plan and
disclosure statement is Sept. 30, 2015.

   e. The deadline to return ballots on the plan, as well as to
file objections to final approval of the disclosure statement and
objections to confirmation of the plan, is Nov. 17, 2015.  The
completed ballot form will be returned by mail to the debtor's
attorney: Stephen M. Gross, McDonald Hopkins, PLC, 39533 Woodward
Avenue, Suite 318, Bloomfield Hills, MI 48304.

   f. The hearing on objections to final approval of the disclosure
statement and confirmation of the plan will be held on Nov. 24,
2015 at 10:30 a.m., in Room 1875, 211 W. Fort Street, Detroit,
Michigan.

   g. The deadline for all professionals to file final fee
applications is Dec. 28, 2015.

   h. The deadline to file objections to the Court's Order
Establishing Deadlines and Procedures is June 2, 2015.

   i. The deadline for taxing authorities to file a motion to allow
an administrative expense is Sept. 30, 2015.

   j. The deadline to file a motion to extend the deadline to file
a plan is Aug. 31, 2015.

As for the plan, the Court has ordered the Debtors to begin to
negotiate the terms of a plan of reorganization and a disclosure
statement as soon as practicable.  The Debtors will file a plan of
reorganization and a disclosure statement combined into one
document.  If the Debtors fail to meet the deadline, the case may
be dismissed or converted to chapter 7 pursuant to 11 U.S.C. Sec.
1112(b)(4).

It is the policy of the Court to eliminate unnecessary,
time-consuming, and costly litigation concerning the adequacy of
the disclosure statement.  Accordingly, in preparing the disclosure
statement, the Debtors (1) will include all information in the
attached "Requirements for Information to Include in the Combined
Plan and Disclosure Statement," prepared by the Court, and (2) will
consider any request by any party to include any additional
information.  The parties will submit to the Court for informal
resolution any disputes about the disclosure statement before the
Debtors file it.  Unless good cause is shown, the Court will not
consider any objection to a disclosure statement asserted by anyone
who has not participated in the procedures.

There will be a combined hearing on the plan and disclosure
statement.  Parties may file objections to the disclosure statement
and to the plan by the deadline.  If, after considering objections,
the Court does not approve the disclosure statement, the Court will
not consider confirmation of the plan.

A full-text copy of the Court's Order Establishing Deadlines and
Procedures is available at:

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

                      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 cases are 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.


LEE STEEL: Files Schedules of Assets and Liabilities
----------------------------------------------------
Lee Steel Corporation filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $63,206,282
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $50,223,319
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $11,000
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $12,425,487
                                 -----------      -----------
        Total                    $63,206,282      $62,659,806

A copy of the schedules is available for free at:

           http://bankrupt.com/misc/LeeSteel_129_SAL.pdf

                           About Lee Steel

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April
13, 2015.  

The Hon. Marci B. McIvor presides over the case.  Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.

The U.S. Trustee for Region 9 appointed three creditors to serve on
the official committee of unsecured creditors.


MANNKIND CORP: Incurs $30.7-Mil. Net Loss in First Quarter
----------------------------------------------------------
MannKind Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $30.7 million on $nil of revenues for the
three months ended March 31, 2015, compared with a net loss of
$52.1 million on $nil of revenue for the same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $360 million
in total assets, $457 million in total liabilities, and a
stockholders' deficit of $97.0 million.

As of March 31, 2015, the Company had an accumulated deficit of
$2.5 billion and a stockholders' deficit of $97.0 million.  To
date, the Company funded operations through the sale of equity
securities and convertible debt securities, borrowings under the
Facility Agreement, borrowings under the Loan Arrangement, and
receipt of upfront and milestone payments under the Sanofi License
Agreement and borrowings under the Sanofi Loan Facility to fund
portion of the loss share.  If the Company is unable to obtain
additional funding in the future, there could be substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/DLn9eJ

MannKind Corporation -- http://www.mannkindcorp.com/-- is a  
biopharmaceutical company focused on the discovery, development
and commercialization of therapeutic products for diseases such as
diabetes.  The Company is a Delaware corporation headquartered in
Valencia, California.



MEDICAL ALARM: Amends Annual Report in Response to Comments
-----------------------------------------------------------
Medical Alarm Concepts Holding, Inc. has filed a second amendment
to its annual report on Form 10-K for the year ended June 30, 2014,
to respond to comments made by the staff of the SEC by letter dated
April 20, 2015, on the presentation in the Company in its original
Annual Report.  The SEC has asked for expansion of the Description
of Business in the 10-K.  A copy of the Amended Form 10-K is
available for free at http://is.gd/QbYAUn

                       About Medical Alarm

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

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

As of March 31, 2015, the Company had $1.22 million in total
assets, $3.58 million in total liabilities and a $2.36 million
total stockholders' deficit.

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


MICROBILT CORP: Must Pay Fees to Maselli Firm, 3rd Cir. Says
------------------------------------------------------------
The United States Court of Appeals, Third Circuit, affirmed an
order of the district court in the case captioned IN RE: MICROBILT
CORPORATION, Appellant, NO. 14-3284 (3rd Cir.).

MicroBilt filed an appeal from an order of the U.S. District Court
for the District of New Jersey affirming two orders of the
bankruptcy court directing it to pay legal fees to the law firm of
Maselli Warren, P.C.

In affirming the district court's order, the appellate court found
that MicroBilt received a real benefit from the firm's work.  In
acknowledgement of the work that had to be duplicated due to a
withdrawal, though, the Court ordered a $9,500 reduction to Maselli
Warren's initial request, resulting in a final Post-Petition Claim
of about $19,300.

A copy of the May 7, 2015 opinion is available at
http://is.gd/NoQYx5from Leagle.com.

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D.N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D.N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in the Chapter 11 cases.

In January 2013, the Debtors obtained confirmation of their Fourth
Amended Plan of Reorganization, as revised, which provides
for payment in full all claims, including $4.30 million of
unsecured claims.  Holders of Microbilt equity interests are
unimpaired.  MicroBilt, the sole holder of CL Verify equity
interests, won't recover anything on account of the interest.


MICROVISION INC: Files 2014 Conflict Minerals Report
----------------------------------------------------
Microvision, Inc. filed with the Securities and Exchange Commission
its conflict minerals report pursuant to Rule 13p-1 promulgated
under the Securities Exchange Act of 1934 for the reporting period
Jan. 1, 2014, to Dec. 31, 2014.

The SEC adopted a rule mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act to require companies to publicly
disclose their use of conflict minerals that originated in the
Democratic Republic of the Congo or an adjoining country.
The specified minerals are gold, columbite-tantalite (coltan),
cassiterite and wolframite, including their derivatives, which are
limited to tantalum, tin and tungsten.  The "Covered Countries" for
purposes of the Rule are the Democratic Republic of the Congo, the
Republic of the Congo, the Central African Republic, South Sudan,
Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.


"We have conducted a good faith reasonable country of origin
inquiry by contacting and making inquiries of our suppliers.  These
inquiries were designed to determine whether any of the components
supplied to us contained Conflict Minerals and, if so, whether such
Conflict Minerals originated in the Covered Countries.  Some of the
suppliers who responded indicated that Conflict Minerals were
necessary to the functionality or production of the components they
supply to us.  Of these suppliers, some indicated that such
Conflict Minerals did not originate from the Covered Countries.
However, some of our suppliers indicated that they were presently
unsure of the geographic origins of the components they supply to
us and we have not yet received responses from all of our suppliers
as of the date of this filing.  We have asked our suppliers who
were unsure to verify the origin of the relevant Conflict Minerals
and we are in the process of following up with the suppliers who
have not yet responded to our inquiries.  We can provide no
assurance that we will receive responses from these suppliers
timely or at all or that their responses will indicate that the
components they supply either contain no Conflict Minerals or
contain Conflict Minerals that did not originate from the Covered
Countries.

Following this inquiry, notwithstanding the responses we have yet
to receive from suppliers, we do not have reason to believe that
the Conflict Minerals that are necessary to the functionality or
production of products that we may be considered to manufacture or
contract to manufacture may have originated in the Covered
Countries."

A copy of the Report is available for free at:

                       http://is.gd/hk5k8D

                      About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

MicroVision reported a net loss of $18.1 million on $3.48 million
of total revenue for the year ended Dec. 31, 2014, compared with a
net loss of $13.2 million on $5.85 million of total revenue for the
year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $20.6 million in total
assets, $14.1 million in total liabilities, and $6.46 million in
total shareholders' equity.


MIDSTATES PETROLEUM: S&P Raises CCR to 'B-', Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on U.S.-based oil and gas exploration and production (E&P)
company Midstates Petroleum Co. Inc. to 'B-' from 'SD'.  S&P also
assigned a 'B' issue-level rating and '2' recovery rating to the
company's $625 million senior secured second-lien notes due 2020.
The '2' recovery rating indicates S&P's expectation of substantial
(70% to 90%, lower half of the range) recovery to creditors in the
event of a payment default.  In addition, S&P assigned a 'CCC'
issue-level rating and '6' recovery rating to the company's $524
million third-lien notes due 2020.  The '6' recovery rating
indicates S&P's expectation of negligible (0% to 10%) recovery to
creditors in the event of a payment default.  At the same time, S&P
raised its issue-level rating to 'CCC' from 'D' on the company's
senior unsecured notes.  The recovery rating remains '6' indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.

"The 'B-' corporate credit rating reflects Midstates' participation
in the highly cyclical oil and gas industry, small scale of
reserves and production, producing assets primarily located in a
single basin, and high debt leverage," said Standard & Poor's
credit analyst Michael Tsai.

S&P assesses Midstates' business risk profile as "vulnerable," and
its financial risk profile as "highly leveraged," as defined in
S&P's criteria.  S&P also assess the company's liquidity as
"adequate," as defined in S&P's criteria, meaning it expects
liquidity sources will exceed uses by at least 1.2x over the next
12 months.

The stable outlook on Midstates Petroleum Company Inc. reflects
S&P's expectation that the company will continue to maintain
"adequate" liquidity over the next 12 months, although credit
measures will remain weak, including FFO to debt of about 9% in
2015.

S&P could lower the ratings if the company experiences operational
performance such that production and revenue declines would result
in unsustainable leverage, or if liquidity deteriorated, which
could stem from potential operational issues and/or debt-financed
acquisitions.

S&P could raise the ratings if the company were to continue to
increase production and reserves and improve credit measures such
that FFO to debt was sustained above 12% under current industry
conditions, while maintaining "adequate" liquidity, as defined in
S&P's criteria.



MIDTOWN SCOUTS: Court Confirms Second Reorganization Plan
---------------------------------------------------------
Judge Karen K. Brown on June 1, 2015, entered an order confirming
the Second Joint Plan of Reorganization proposed by Midtown Scouts
Square Property, LP, and Midtown Scouts Square, LLC, and approving
the explanatory disclosure statement.

The Plan contemplates the reorganization of the Debtors through a
restructuring of their primary secured debt and stabilization of
operations.  The Debtors' cash from operations, along with funds
advanced from the Debtors' principal, Dr. Lucky Chopra, will be
utilized to fund the payments proscribed in the Plan.

No creditor or party-in-interest filed an objection to the
Disclosure Statement or the Plan by the May 21, 2015 deadline.

The Debtors also submitted a tabulation of the ballots showing that
all creditors in all classes who submitted ballots voted to accept
the Plan.

The only dissenting disputed creditors and equity holders were the
Richey Parties.  Pursuant to a settlement entered into between the
Richey Parties and Dr. Lucky Chopra, the Richey Parties have
withdrawn their claims and are no longer asserting claims against
or equity interests in the Debtors.  Therefore, the Pan has been
accepted by 100% of all creditors and parties who actually
submitted ballots.

The Court finds that the Debtors have satisfied the applicable
provisions of 11 U.S.C. Sec. 1129(a), and the Plan complies with
the applicable provisions of Sec. 1122 and 1123 of the Bankruptcy
Code.

The confirmation hearing was originally set for May 26 but was
reset to June 1.

A copy of the Order Confirming the Plan is available for free at:

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

                              The Plan

The Court on Dec. 15, 2015, denied confirmation of the previous
iteration of the Debtors' proposed reorganization plan.  The
Debtors on April 24, 2015, filed a new plan -- i.e. the Second
Joint Plan of Reorganization.  The new plan provides essentially
the same treatment as the previous plan, with the exception of the
Richey parties' claims, which have been resolved.

Before submitting the current Plan, the Richey Parties and Lucky
Chopra settled all claims between the respective parties and the
Debtors file the Plan pursuant to the terms of their settlement
agreement.

The Debtors had sought an order estimating the unliquidated and
contingent unsecured claim of Richey Family Limited Partnership,
Todd Richey and L.E. Richey and estimating t he Richeys' equity
claim at zero.  On April 21, 2014, the Court entered an order
estimating the unsecured claim at $1.4 million but did not rule on
whether the Richeys own an equity interest in the Debtors.  The
provision in the plan -- that Atul Chopra's 100% equity interest
in
the Reorganized Debtors will be reduced if the Court determines
that the Richeys hold an equity interest in the Debtors -- was
removed from the current Plan.

The Amended Plan provides that:

     (1) Allowed Administrative Claims and Priority Non-Tax Claims

         will be paid in cash in full;

     (2) Allowed Ad Valorem Claims of Taxing Authorities will be
         paid in cash full within 30 days of the Effective Date,
         with interest at the statutory rate of 12% per annum over

         a period of 60 months from the Petition Date, in equal
         monthly installments beginning on the Effective Date;

     (3) Allowed Non-Tax Priority Claims, if any, will be paid in
         cash in full within 30 days of the Effective Date;

     (4) Allowed Priority Tax Claims, if any, will be paid in full
         within 30 days of the Effective Date with interest at the

         statutory rate from the Effective Date;

     (5) Allowed Secured Claim of Bank of Houston secured by liens
         on the Office Building will be paid by pursuant to the
         terms of the prepetition promissory note, with the unpaid
         prepetition amount due added on to the end of the
         respective note;

     (6) Allowed Secured Claim of Bank of Houston secured by liens
         on the Parking Garage will be paid by pursuant to the
         terms of the prepetition promissory note, with the
         exception that the term of the note will be extended by
         60 months with the unpaid prepetition amount due added on
         to the end of the respective note;

     (7) Allowed Secured Claim of the Debtors' second lien lender
         (Mercantile Capital Corporation) will continue to receive
         monthly payments pursuant to the terms of the Eight Note
         Modification;

     (8) Allowed Non-Insider Unsecured Claims will be paid in full
         with interest at 5% over 60 months beginning on the
         Effective Date with quarterly distributions thereafter;

     (9) The Allowed Claims of Insiders will be paid in full with
         interest at 5% after the Allowed Non-Insider Claims are
         paid in full;

    (10) In exchange for converting the postpetition financing
         claim entitled to priority under Section 503(b)(l), his
         prepetition claim of $260,624, and the Equity Infusion,
         Atul Lucky Chopra will retain his 100% equity interest in
         the Reorganized Debtors.

A copy of the Amended Disclosure Statement is available for free
at
http://bankrupt.com/misc/Midtown_Scouts_Am_DS.pdf

                    About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally constructed
in 1975, while the second property is a 104,000-square foot eight-
storey parking garage with ground floor retail space, both in
Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the
Debtor's counsel.  Hawash Meade Gaston Neese & Cicack, LLP, serves
as special litigation counsel.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtors' bankruptcy cases.


MINT RESTAURANT: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Mint Restaurant, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Miss. Case No. 15-01204) on April 10, 2015.

R. Michael Bolen, Esq., at Hood & Bolen, PLLC, serves as the
Company's bankruptcy counsel.  Judge Edward Ellington presides over
the case.

Proofs of claim must are due by Aug. 10, 2015.  Government proof of
claim is due by Oct. 7, 2015.  A Sec. 341(a) meeting was scheduled
for May 20, 2015, at 1:30 p.m. at 341 Mtg - Jackson U.S. Courthouse
Suite 1.452.

R.L. Nave at Jackson Free Press recalls that Mint Restaurant
underwent in December 2014 an administrative dissolution with the
Mississippi Secretary of State.  The Company, according to records,
was reinstated April 9, 2015, a day before its bankruptcy filing.

Mint Restaurant, LLC, located at the Renaissance in Ridgeland,
Mississippi, is owned by Patrick Kelly.  It was formed in 2007.


MOLYCORP INC: Elects to Take Advantage of 30-Day Grace Period
-------------------------------------------------------------
Molycorp, Inc., has elected to take advantage of the 30-day grace
period with respect to the $32.5 million semi-annual interest
payment due June 1, 2015, on its 10% Senior Secured Notes due 2020,
as provided for in the indenture governing the notes.  

This election by the Company will not trigger any cross-default
provisions in other outstanding Company debt prior to the end of
the grace period and should not affect current operations.  As
previously disclosed, the Company has retained financial and legal
advisors to assist the Company to restructure its debt.  The
Company will use the grace period to continue to evaluate different
options related to such debt restructuring.

Company Contacts:

Jim Sims, +1 (303) 843-8062
Vice President Corporate Communications
jim.sims@molycorp.com

Brian Blackman, +1 (303) 843-8067
Vice President Investor Relations
brian.blackman@molycorp.com

                          About Molycorp

Molycorp Inc. -- http://www.molycorp.com/-- produces specialized  

products from 13 different rare earths (lights, mids and heavies),
the transition metal yttrium, and five rare metals (gallium,
indium, rhenium, tantalum and niobium).  It has 26 locations
across 11 countries.  Through its joint venture with Daido Steel
and the Mitsubishi Corporation, Molycorp manufactures
next-generation, sintered neodymium-iron-boron ("NdFeB") permanent
rare earth magnets.

Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, stating that the Company continues to
incur operating losses, has yet to achieve break-even cash flows
from operations, has significant debt servicing costs and is
currently not in compliance with the continued listing requirements
of the New York Stock Exchange.  These conditions, among other
things, raise substantial doubt about the Company's ability to
continue as a going concern.

                           *     *     *

In June 2014, Moody's Investors Service downgraded the corporate
family rating of Molycorp to 'Caa2' from 'Caa1'.  The downgrade
reflects continued weakness in rare earths pricing environment,
ongoing negative free cash flows, weak liquidity and high
leverage.

As reported by the TCR on Dec. 12, 2014, Molycorp has a 'CCC+'
corporate credit rating, with negative outlook, from Standard &
Poor's.  "The negative outlook reflects our view that Molycorp's
business and financial condition will become increasingly
precarious unless the Mountain Pass facility can be brought to
full production capacity," said S&P's credit analyst Cheryl Richer.


MOLYCORP INC: S&P Lowers CCR to 'D' on Missed Interest Payment
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Molycorp Inc. to 'D' from 'CCC+'.  S&P also
lowered its senior secured and senior unsecured issue-level ratings
on the company to 'D' from 'CCC+' and 'CCC-', respectively.  The
recovery rating on the company's senior secured debt is '4', which
indicates S&P's expectation for recovery at the lower half of the
average (30% to 50%) recovery range.  The recovery rating on the
senior unsecured obligations is '6', which indicates S&P's
expectation for negligible (0% to 10%) recovery.

S&P lowered the ratings on Molycorp Inc. after the company elected
not to pay the $32.5 million interest payment on its 10% senior
secured notes due 2020.  A payment default has not occurred under
the indenture governing the notes, which provide a 30-day grace
period.  However, S&P considers a default to have occurred because
it do not expect a payment to be made within the stated grace
period given the company's heavy debt burden, which S&P views to be
unsustainable.  In S&P's opinion, the company has insufficient
liquidity to operate beyond the next few months as it works with
creditors to restructure its balance sheet.  Cash and investments
totaled approximately $134 million on March 31, 2015.



MONTREAL MAINE: Trustee Targeting August Plan Confirmation
----------------------------------------------------------
Robert J. Keach, the trustee for Montreal Maine & Atlantic Railway
Ltd., will ask the U.S. Bankruptcy Court for the District for the
District of Maine at a hearing on June 23, 2015, at 10:30 a.m., to
approve the disclosure statement explaining his proposed Plan of
Liquidation that proposes to distribute C$275 million (US$220
million) to creditors, including families of the 48 people who died
during the 2013 trail derailment accident.

The hearing on the Disclosure Statement was originally set for May
19 but has been reset several times.

In a May 18 filing, the Trustee asked the Court to approve this
timeline in connection with the solicitation of votes and
confirmation of the Plan:

       Event                                   Time or Deadline
       -----                                   ----------------
    Disclosure Statement Hearing                 June 23, 2015
    Voting Record Date                           June 23, 2015
    Solicitation Date                            July 7, 2015
    Rule 3018 Motion Filing Deadline             July 31, 2015
    Voting Deadline                              Aug. 10, 2015
    Confirmation Objection Deadline              Aug. 10, 2015
    Voting Certification Deadline                Aug. 13, 2015
    Confirmation Reply Deadline                  Aug. 14, 2015
    Confirmation Hearing                         Aug. 20, 2015

The Trustee says he's filing a Plan Supplement no later than June
23, 2015.

The Trustee proposes to send by July 7, 2015, solicitation packages
to these classes of impaired creditors that are entitled to vote on
the Plan:

    * Class 8 Derailment Moral Damages and Personal Injury Claims
    * Class 9 Derailment Property Damage Claims
    * Class 10 Derailment Government Claims
    * Class 11 Derailment Property Subrogated Insurance Claims
    * Class 12 Derailment Wrongful Death Claims
    * Class 13 General Unsecured Claims

                       The Liquidating Plan

The Trustee on March 31, 2015, filed a plan that proposes a
liquidation of the Debtor's assets and the creation, implementation
and distribution of a substantial settlement fund (known as the
indemnity fund under the CCAA Plan) for the benefit of all victims
of the train derailment in 2013 that killed 47 people.  The Plan is
funded in part by contributions and settlement agreements with
various parties with potential liability arising out of the
derailment, and including, without limitation, such parties'
insurance companies.  In exchange for their contributions, claims
against such parties will be released, and future claims enjoined.

The Trustee's Chapter 11 plan will distribute C$275 million (US$220
million) to creditors, including families of the 48 people who died
during the 2013 trail derailment accident.  According to the
Disclosure Statement, the Plan proposes to satisfy claims on
account of the derailment as follows:

  * Government agencies, including the Province of Quebec, city of
Lac-Megantic and the Canadian government will split over C$123
million in full and final satisfaction of their allowed claims.

  * Families of those who died are expected to receive over C$77
million to satisfy their allowed wrongful death claims.  The WD
Trust will have more than C$77 million available for distribution
to wrongful death claimants.  In exchange for a share of the
beneficial interest in the WD Trust, the claimants will be forever
barred, estopped, and enjoined from asserting claims against the
released parties, which includes the insurance companies.

  * Holders of allowed derailment moral damages and personal-injury
claims are in line for over C$34 million.

  * Holders of allowed derailment property damage claims are to
receive over C$28 million.

  * Holders of allowed derailment subrogated insurance claims will
receive over C$11 million.

  * If the aggregate value of the derailment property damage claims
is reduced below C$75 million, any difference between C$75 million
and the revised aggregate value of these claims will be allowed and
added, on a pro-rated basis, to the value of the other derailment
claims.

With respect to non-derailment claims, the estate representative
will distribute the Debtor's cash and convert to cash all other
remaining property of the Debtor, including causes of action.  The
Plan provides:

  * Assets are expected to be sufficient to pay all administrative
expense claims and priority tax claims.

  * Holders of secured claims are unimpaired.

  * General unsecured claims are estimated at $22 million.
Depending on the amount of residual assets, which is dependent on
the outcome of litigation or settlements, holders of allowed
general unsecured claims will receive distributions on a range of
3% to 71% of the allowed amount of their claims.

  * There will be no recovery for holders of subordinated claims
unless and until all allowed general unsecured claims are paid in
full.  At this time, the Trustee does not expect that holders of
subordinated claims will receive anything under the Plan.

  * There will be no recovery for holders of equity interests
unless and until all allowed claims are paid in full.  At this
time, the Trustee does not expect that holders of equity interests
will receive any distributions under the Plan.

Holders of derailment claims and unsecured claims are impaired and
thus entitled to vote on the Plan.

As holders of subordinated claims and equity interests won't be
receiving anything, they're deemed to reject the Plan.

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

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

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing
47 people and destroying part of Lac-Megantic, Quebec, sought
bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine
(Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its
business.  Its Canadian counterpart, Montreal, Maine & Atlantic
Canada Co., meanwhile, filed for protection from creditors in
Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
His
Chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and
D. Sam Anderson, Esq.  Development Specialists, Inc., serves as
the
Chapter 11 trustee's financial advisor.  Gordian Group, LLC,
serves
as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to
MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
Been
appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain
Vauclair at Woods LLP.  MM&A Canada is represented by Patrice
Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster,
Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at
Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for
property that was damaged when much of the town burned.  Former
U.S. Senator George Mitchell, a Democrat who represented Maine in
the U.S. Senate from 1980 to 1995 and who is now chairman emeritus
of law firm DLA Piper LLP, would administer the plan and lead the
effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.

As reported by the TCR in January 2015, the Debtor and other
defendants have agreed to pay $200 million to compensate victims,
including 48 people who died.  The settlement was announced on Jan.
9, 2015.  Amanda Bronstad, writing for The National Law Journal,
reported that the settlement amount could grow to as much as $500
million if additional defendants come on board.


MOTORS LIQUIDATION: Bid to Appeal Order Staying Cases Denied
------------------------------------------------------------
District Judge Jesse M. Furman issued on May 18, 2015, a memorandum
opinion and order in IN RE: MOTORS LIQUIDATION COMPANY, f/k/a
General Motors Corporation, Debtors, NOS. 15-CV-772 (JMF),
15-CV-776 (JMF), (S.D.N.Y.).

In each of these cases, Plaintiffs in
ignition-switch-defect-related lawsuits against General Motors LLC
("New GM") moved for leave to appeal, pursuant to Title 28, United
States Code, Section 158(a)(3), from interlocutory orders of the
United States Bankruptcy Court for the Southern District of New
York -- specifically, from orders staying their cases pending
adjudication of New GM's motion to enforce a Sale Order and
Injunction entered July 5, 2009.

Judge Furman denied the motions saying allowing Plaintiffs to
appeal would not serve to "avoid protracted and expensive
litigation." Instead, it would serve only to undermine orderly
adjudication of the many cases in the MDL and final resolution of
the issues addressed in the Bankruptcy Court's April 15, 2015
ruling. The bottom line is that Plaintiffs will have ample
opportunity to argue (in whatever forum is appropriate) that their
claims are not subject to New GM's motion to enforce and, if they
are correct, to pursue their claims in the MDL; there is no reason
to allow them to pursue those arguments separately from the other
plaintiffs in actions before the Bankruptcy Court or in the MDL, he
said.

Accordingly, Plaintiffs cannot come close to demonstrating "the
existence of exceptional circumstances to overcome the general
aversion to piecemeal litigation and to justify a departure from
the basic policy of postponing appellate review until after the
entry of final judgment," Judge Furman concluded

Judge Furman directed the Clerk of Court to terminate 15-CV-772
Docket No. 3 and 15-CV-776 Docket No. 2 and to close both cases.

A copy of the ruling is available at http://bit.ly/1Qe61Asfrom
Leagle.com.

Ishmael Sesay, Appellant, represented by Gary Peller, Gary Peller.

Joanne Yearwood, Appellant, represented by Gary Peller, Gary
Peller.

General Motors LLC, Appellee, represented by Scott Ian Davidson --
sdavidson@kslaw.com -- King & Spalding LLP.


NAVIOS ACQUISITION: S&P Affirms 'B+' CCR, Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term corporate credit rating on Marshall Islands-registered
tanker shipping company Navios Maritime Acquisition Corp. (Navios
Acquisition).  The outlook is stable.

In addition, S&P raised its issue rating on Navios Acquisition's
senior secured debt to 'BB-' from 'B+' and assigned a recovery
rating of '2', reflecting S&P's expectation of a substantial
recovery (in the lower half of 70%-90%) in the event of payment
default.

The affirmation reflects S&P's view that Navios Acquisition's
credit metrics will improve over S&P's 2015-2016 forecast horizon
and be commensurate with a 'B+' rating.  Specifically, S&P
anticipates that the ratio of adjusted funds from operations (FFO)
to debt will exceed 9%, owing to likely steady EBITDA growth and
gradual debt reduction that will follow the company's recent period
of debt-funded expansion.

"We think that 2015 and particularly 2016 will be key years in
terms of Navios Acquisition's credit ratio performance, offsetting
ratios in 2012-2014, because all vessels that were previously on
order have been delivered and started generating 12-month EBITDA
from the beginning of this year.  Navios Acquisition posted strong
EBITDA of about $53 million in the first quarter of 2015, up from
$34 million in the same quarter in 2014.  The company's credit
ratios in 2012-2014 were distorted because of cash generation and
debt incurrence mismatches.  We understand that the impact of lost
EBITDA because of the vessel disposals to the affiliate Navios
Maritime Midstream Partners L.P. will be, to some extent, offset by
the related dividend contribution from the affiliate to Navios
Acquisition; debt repayment under the vessels sold and the
resulting lower interest expense; and reduced costs for
drydocking/special surveys," S&P said.

"Under our base-case operating scenario, we project earnings
improvement in 2015-2016 will be underpinned by the recovery in
charter rates for product tankers and very large crude carriers
(VLCCs).  We estimate Navios Acquisition's EBITDA (including
dividends from the affiliate) will climb to about $180 million-$190
million in 2015 and about $190 million-$200 million in 2016, from
approximately $155 million in 2014," S&P added.

"We take into account Navios Acquisition's high contracted
revenues, which provide good earnings visibility and consequently
downside protection.  As of May 11, 2015, about 88% of Navios
Acquisition's vessel-operating days were set for 2015 and about 32%
for 2016.  We understand that the average charter rates in these
contracts are above Navios Acquisition's cash flow break-even rates
(including capital repayments) and that about one-half of the
contracts include a profit-sharing provision, which will enable
Navios Acquisition to benefit if charter rates recover to more than
the contracted rate," S&P noted.

In S&P's base-case, it assumes:

   -- Global oil demand that is strongly correlated to GDP growth.

      Standard & Poor's economists expect global growth will be a
      bit stronger this year and next, despite a continuing
      slowdown in China, as the U.S., the eurozone, Japan, and
      India all grow faster.

   -- Revenues in line with contracted vessels' daily rates
      provided by Navios Acquisition and for the vessels due for
      re-chartering, according to S&P's forecast time-charter
      rates.

   -- Time-charter rates for VLCCs of $45,000 per day in 2015-2016

      and for product tankers between $15,000/day and $19,000/day
      in the same period.

   -- Capital expenditures in 2015 that reflect first-quarter 2015

      delivery of two remaining vessels on order, for about $30
      million.

   -- Further potential disposals of vessels to Navios Maritime
      Midstream Partners or additions to rejuvenate the fleet that

      will be executed or funded so that it supports improving
      credit measures in 2015-2016.

Under S&P's base-case, it arrives at these credit measures for
Navios Acquisition:

   -- A weighted average ratio of Standard & Poor's‐adjusted FFO

      to debt of 10%‐12% in 2015‐2016, up from approximately 6%

      in 2014.

   -- A weighted average ratio of adjusted debt to EBITDA of about

      5.0x-6.0x in 2015‐2016, down from 7.0x-8.0x in 2014.

The rating on Navios Acquisition remains constrained by S&P's view
of its financial risk profile as "highly leveraged," reflecting the
company's high adjusted debt as a result of the underlying
industry's high capital intensity and its large expansionary
investments.

The key consideration in S&P's assessment of Navios Acquisition's
"fair" business risk profile is S&P's view of the shipping
industry's "high" risk.  This, S&P thinks, stems from the
industry's capital intensity, high fragmentation, frequent
imbalances between demand and supply, lack of meaningful supply
discipline, and volatility in charter rates and vessel values.  The
company's relatively narrow business scope and diversity, with a
focus on the tanker industry, and its concentrated, albeit
good-quality, customer base also constrain the rating.

S&P considers these risks to be partly offset by Navios
Acquisition's competitive position, which incorporates the
company's strong profitability.  S&P factors in its view of the low
volatility in the company's EBITDA margins and returns on capital,
thanks to its conservative chartering policy, competitive operating
break-even rates, and limited exposure to fluctuations in prices of
bunker fuel through time-charter contracts, which largely
counterbalance the industry's cyclical swings.  S&P also thinks
that Navios Acquisition's competitive position benefits from its
attractive fleet profile, supported by a relatively large, modern,
and high-quality fleet.

S&P assess Navios Acquisition's management and governance as
"strong," which leads to one-notch uplift to S&P's 'b' anchor, or
baseline assessment of the company, as defined in S&P's criteria.
S&P thinks that Navios Acquisition has a strong management team
with substantial industry experience and expertise and a
demonstrated track record in operational effectiveness, in
particular during the prolonged industry downturn.

S&P's ratings on Navios Acquisition reflect its stand-alone credit
quality.  Although the company is partly owned by and shares links
with Navios Maritime Holdings Inc., these companies have different
shareholder groups and are separately listed.  Furthermore,
management has informed S&P that, financially, each company
operates on a stand-alone basis.

The stable outlook reflects S&P's base-case expectation that Navios
Acquisition will achieve rating-commensurate credit ratios within
S&P's 2015-2016 outlook horizon, underpinned by a gradual recovery
in time-charter rates and increasing EBITDA, further supported by
higher profit-share income from the employed vessels.

S&P forecasts that Navios Acquisition will achieve an adjusted
ratio of FFO to debt of more than 9% in 2015, which S&P considers
to be commensurate with the 'B+' rating on the company.  S&P also
factors in its assumption that Navios Acquisition will
significantly curb its fleet expansion and use free operating cash
flow to reduce debt.  Given the inherent volatility in the
underlying sector, S&P considers the company's consistently
"adequate" liquidity to be a critical and stabilizing rating
factor.

S&P would consider a negative rating action if it believed that
Navios Acquisition was unable to achieve EBITDA growth and its
credit metrics fell short of S&P's base-case expectations.  More
specifically, S&P could lower the rating if the company's adjusted
FFO to debt remained below 9%.  This scenario could most likely
result from lower-than-expected tanker charter rates, which would
prevent Navios Acquisition from achieving more attractive
employment for vessels up for recharter or from earning
profit-share income from the employed vessels.  Moreover, rating
pressure could arise if Navios Acquisition's debt increased
significantly on account of unexpected large investments in new
vessels.

S&P could also lower its rating on Navios Acquisition if S&P
regards management's operating strategy and its stance toward the
company as no longer consistent with S&P's "strong" management and
governance assessment.

Conversely, S&P could raise the rating if Navios Acquisition
pursues a track record of maintaining its positive EBITDA
generation momentum, significantly curbs its investment in new
vessels, and uses free operating cash flow to reduce debt.  This
would improve debt protection metrics to levels in line with an
"aggressive" financial risk profile.  Specifically, an upgrade
would follow Navios Acquisition's achievement and maintenance of a
ratio of adjusted FFO to debt of more than 12% on a consistent
basis.  This threshold could be within reach in 2016-2017,
particularly if the positive tanker charter-rate momentum holds.



NEPHROGENEX INC: Needs More Capital to Continue as Going Concern
----------------------------------------------------------------
NephroGenex, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $5.17 million on $nil of revenues for the
three months ended March 31, 2015, compared with a net loss of $1.7
million on $nil of revenue for the same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $25.1 million
in total assets, $10.7 million in total liabilities, and
stockholders' equity of $14.4 million.

The Company has incurred losses since its inception, expects to
incur additional costs and requires additional capital to continue
as a going concern.

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

                        http://is.gd/p4Uhmu

Raleigh, N.C.-based NephroGenex, Inc., a drug development company,
focuses on developing novel therapies for kidney disease. It
develops Pyridorin (pyridoxamine dihydrochoride), a therapeutic
agent, which is in Phase III clinical study for the treatment of
diabetic nephropathy.


NEW ACADEMY: S&P Affirms 'B' CCR on Refinancing; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Katy, Texas-based parent company New Academy
Holding Co. LLC.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating on the
company's $1.825 billion term loan B due 2022 issued through
subsidiary, Academy Ltd.  S&P assigned a recovery rating of '4' to
the term loan, indicating its expectation for average (30%-50%)
recovery for lenders in the event of a payment default.  S&P's
recovery expectations are in the higher half of the 30%-50% range.


S&P will withdraw its ratings on the existing $840 million term
loan, $450 million 9.5% senior notes due 2019, and $500 million 8%
senior notes due 2018 once the new financing is completed.

"New Academy's business risk profile signifies its participation in
the highly competitive and mature sporting goods industry, the
discretionary nature of its merchandise, and its modest geographic
concentration in the southern U.S. New Academy's every-day low
pricing strategy, growing geographic footprint, and enhanced supply
chain has aided the company's performance growth and comparatively
stable performance, which we expect will continue over the next 12
months," said credit analyst George Skoufis.  "We believe the
company's diversified product offering that includes traditional
sporting goods items and outdoor recreational merchandise will
provide consumers with a value-added proposition not found at many
competing retail chains."

The stable rating outlook reflects S&P's expectations for continued
positive revenue gains from new stores and low-single-digit
comparable-store sales at existing stores should result in EBITDA
gains.  However, S&P expects the company's very aggressive
financial policies, which would include additional debt-financed
dividends, to offset any credit protection measure improvements.

S&P could lower the rating if the company cannot successfully
manage its growth or if merchandise missteps result in meaningful
margin pressures.  At that time, margins would be about 200 basis
points (bps) below S&P's expectations and same-store sales would be
flat.  Under this scenario, leverage would be in the low-6.0x area.
S&P could also lower the rating if the company becomes more
aggressive with additional debt financed dividends, increasing
leverage to a similar level.

S&P considers an upgrade unlikely over the next 12 months, as it
expects the company's financial sponsors could take another
debt-financed dividend if leverage declines below the 5.0x area.
S&P would consider a higher rating if it reassess the company's
financial risk profile to "aggressive", which would require S&P to
view the company's risk of releveraging to be low.  Under this
scenario, debt to EBITDA would need to remain below approximately
5x on a sustained basis.



NEWTON MANUFACTURING: Files for Chapter 11; HALO to Acquire Co.
---------------------------------------------------------------
Newton Manufacturing Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Iowa Case No. 15-01128) on May 31, 2015,
listing $5.15 million in total assets and $7.72 million in total
liabilities.  The petition was signed by Mancil Laidig, president.

Newton Manufacturing President Mancil Laidig said in a news
release, "We have explored several options to resolve the difficult
financial environment we have operated under for several months.
It became clear that our greatest assets -- the Newton sales force
and the loyal team that supports them -- would be best served with
a Chapter 11 filing.  Our goal is to work with the HALO team to
retain as many of our valued employees as possible going forward."

Jason W. Brooks at Newton Daily News relates that the Company is
being purchased by HALO Branded Solutions.  HALO said in its news
release that it has signed a "definitive agreement to purchase the
business assets" of the Company.  

HALO CEO Marc Simon stated, "We have reviewed Newton's financial
performance with their team and their financial advisors for quite
some time.  We felt we could provide a meaningful value for their
business that would allow them to apply much of the proceeds to
pre-filing liabilities.  As such, they filed a Section 363 motion
requesting the sale of their business assets to HALO within an
expedited thirty day period.  In addition, HALO is providing
debtor-in-possession (DIP) financing to assure payment of Newton
orders shipped and billed during the transition.  Our goal is to
retain value in Newton's business during this transition in order
to provide a great home for their loyal sales force, opportunities
at HALO for many of their experienced support staff, and as much
payment on pre-filing liabilities as possible to our valued
suppliers."

Jeffrey D Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC,
serves as the Company's bankruptcy counsel.

                   About Newton Manufacturing

Newton Manufacturing Company a century-old promotional products
distributor in Newton, Iowa.  It was founded in 1909 by George
Newton, but hasn't made new products since a fire destroyed
manufacturing facilities in 1943.  

                   About HALO Branded Solutions

HALO Branded Solutions, with operational headquarters in Sterling,
Illinois, is a promotional products distributor.


NORTHWEST BANCORPORATION: Wins Confirmation of Prepack Plan
-----------------------------------------------------------
Northwest Bancorporation of Illinois, Inc., the parent of First
Bank and Trust Co. of Illinois, won approval from the U.S.
Bankruptcy Court for the Northern District of Illinois of its
Prepackaged Chapter 11 Plan of Reorganization.

Judge Carol A. Doyle on May 21, 2015, entered an order confirming
the Prepackaged Plan and approving the explanatory Disclosure
Statement.

No objections to Confirmation of the Plan were filed by the
deadline.

The Debtor caused solicitation packages to be distributed to
holders of Class 3 TruPS Claims, the only class of claims eligible
to vote or reject the Plan.  According to the voting report, all of
the creditors voting on the Plan, two holders of class 3 holding
claims of $36.3 million, cast their votes in favor of the Plan.

The Debtor submitted technical modifications to the Plan and
Disclosure Statement.  The modifications do not materially alter
the terms of the Plan or the treatment afforded to any holder.

The Court will host a post-confirmation status hearing on June 10,
2015, at 10:30 a.m. prevailing Central Time.

A copy of the Plan Confirmation Order is available for free at:

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

A copy of the Debtor's memorandum of law in support of Plan
confirmation is available for free at:

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

                         Plan Supplements

The Debtor on May 14 submitted plan supplements containing:

   * Exhibit A: Plan Support Agreement
   * Exhibit B: Stock Purchase Agreement
   * Exhibit C: TruPS Amendments
   * Exhibit D: List of Retained Causes of Action
   * Exhibit E: Management Loan Documents
   * Exhibit F: Post-Confirmation Date Directors and Officers

According to Exhibit F, the Reorganized Debtor's Board of Directors
will consist of the following five members:

      Name                        Title
      ----                        -----
      Robert Hershenhorn         Chairman
      Alan Reasoner              Director
      Alexis Ross Vice           Chairman
      Alan Wallach               Director

The officers for the Reorganized Debtor will be:

      Name                        Title
      ----                        -----
      Alan Reasoner              President
      Ken Eiserman               Chief Financial Officer

A copy of Exhibit A to E is available for free at:

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

                       The Prepackaged Plan

Northwest Bancorporation filed a prepackaged plan that contemplates
the restructuring of more than $50 million in debt, and later a
sale of First Bank.

The Debtor said its prepackaged reorganization has the support of
both management and the Hershenhorn family, who owns more than 90%
of Northwest through fixed and floating rate trust preferred
securities ("TruPS"), which are hybrid securities that have
elements of both equity and debt.

The Debtor admitted that it has virtually no cash on hand with
which to pay claims of any priority, and standing alone the Debtor
could not fund a reorganization.  Thus, the funding provided by the
Electing TruPS Holders and management is critical to the Debtor's
ability to reorganize and preserve value for its creditors.

The Plan provides for a comprehensive restructuring of the Debtor's
pre-bankruptcy obligations and maximizes recoveries available to
all constituents.  The Debtor, with the support of a majority of
its principal creditor constituency (e.g., the Electing TruPS
Holders), submitted a chapter 11 plan of reorganization
contemplating a comprehensive balance-sheet restructuring (the
"Reorganization Transaction").  Further the Plan facilitates a
("Sale Transaction") with a non-debtor entity that agrees to
purchase all interests in the Debtor outstanding on and after the
effective Date of the Plan.

The projected recoveries under the Plan are:

                                        Percentage
   Class      Name of Class              Recovery
   -----      -------------              --------
    N/A     Administrative Claims         100%
    N/A     Priority Tax Claims           100%
     1      Other Priority Claims         100%
     2      Secured Claims                100%
     3      TruPS Claims               5.4% to 28.7%
     4      General Unsecured Claims      100%
     5      Sec. 510(b) Claims              0%
     6      Majority Interests              0%
     7      Minority Interests              0%

Holders of unimpaired claims are deemed to accept the Plan.  Only
the holders of TruPS Claims were entitled to vote on the Plan as
the holders of Sec. 510(b) Claims, Majority Interests and Minority
Interests are deemed to reject the Plan.

Under the Plan, each holder of Allowed TruPS Claims may elect to
(a) receive a pro rata share of Junior Amended TruPS, i.e. Trust
Junior Subordinated Debentures (if any), Reinstated as amended by
the Electing TruPS Amendments on and after the Effective Date, and
(b) fund in cash the share of a plan funding contribution in an
amount of $1 million, subject to adjustments.

Each Holder of an Allowed TruPS Claim that does not make the TruPS
Election will receive its Pro Rata share of $800,000; provided
that, if all Holders of TruPS Claims make the TruPS Election,
there
will be no Non-Electing TruPS Distribution, and the principal face
amount of all Junior Amended TruPS will be $11,500,000 in the
aggregate.

The money necessary to fund the Plan is being provided solely by
(i) the Electing TruPS Holders, who, by making the TruPS Election,
will be agreeing to fund a maximum of $880,000 (including a
$180,000 to the Management Plan Support Parties) and (ii) the
Management Plan Support Parties, who are agreeing to fund $120,000,
plus take a $180,000 loan from the Electing TruPS Holders.
Moreover, under the Plan Support Agreement certain Holders of TruPS
Claims and the Management Plan Support Parties have already agreed
and committed to fund this $1 million aggregate Plan funding
amount, subject to the terms and conditions of the Plan and the
Plan Support Agreement.  Without the funding provided by these
parties, and in particular the $880,000 funded by the Electing
TruPS Holders, the Debtor would likely be forced into a "free fall"
bankruptcy with no plan, no stalking horse bidder for its primary
asset (First Bank), and no clear source of funding for even
administrative claims.

A copy of the Disclosure Statement filed May 19, 2015, with
technical modifications, is available for free at:

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

                  About Northwest Bancorporation

Northwest Bancorporation of Illinois, Inc., formerly known as
Hershenhorn Bancorporation, Inc., is a bank holding company that
owns 100 percent of the outstanding shares of First Bank and Trust
Company of Illinois, a single-branch bank in Palatine, Illinois.
Approximately 90 percent of Northwest Bancorporation's equity is
owned by Robert Hershenhorn and his family.

Northwest Bancorporation commenced a Chapter 11 bankruptcy case
(Bankr. N.D. Ill. Case No. 15-15245) in Chicago, Illinois, on April
29, 2015.  The case is assigned to Judge Carol A. Doyle.

The Debtor tapped Kirkland & Ellis LLP as counsel, and River Branch
Capital LLC as financial advisor.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.


ORIENT PAPER: Short-Term Debt Raises Going Concern Doubt
--------------------------------------------------------
Orient Paper, Inc., filed its quarterly report on Form 10-Q,
disclosing that as of March 31, 2015, the Company had current
assets of $23.3 million and current liabilities of $40.8 million
(including amounts due to related parties of $3.59 million),
resulting in a working capital deficit of $17.6 million.

The Company is currently seeking to restructure the term of its
liabilities by raising funds through long-term loans to pay off
liabilities with shorter terms.

Its ability to continue as a going concern is dependent upon
obtaining the necessary financing or negotiating the terms of the
existing short-term liabilities to meet current and future
liquidity needs, the company said in the regulatory filing.

The Company disclosed net income of $2.11 million on $26.5 million
of revenues for the three months ended March 31, 2015, compared
with net income of $2.53 million on $25.8 million of revenue for
the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $237 million
in total assets, $61.0 million in total liabilities, and
stockholders' equity of $176 million.

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

                        http://is.gd/Jt8g03

Orient Paper, Inc. -- http://www.orientpaperinc.com/-- is a paper

manufacturer in North China.  Using recycled paper as its primary
raw material, Orient Paper produces and distributes three
categories of paper products: corrugating medium paper, offset
printing paper, and other paper products, including digital photo
paper.  The Company is currently building facilities to expand into
the production of tissue paper.

With production operations based in Baoding in North China's Hebei
Province, Orient Paper is located strategically close to the
Beijing and Tianjin region, home to a growing base of industrial
and manufacturing activities and one of the largest markets for
paper products consumption in the country.

Orient Paper's production facilities are controlled and operated by
its wholly owned subsidiary Shengde Holdings Inc, which in turn
controls and operates Baoding Shengde Paper Co., Ltd., and Hebei
Baoding Orient Paper Milling Co., Ltd. for manufacturing digital
photo, corrugating medium and offset printing paper.

Founded in 1996, Orient Paper has been listed on the NYSE MKT with
the ticker symbol "ONP" since December 2009.



OZBURN-HESSEY HOLDING: Moody's Lifts CFR to B2, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Ozburn-Hessey Holding Company, LLC
to B2 and B2-PD from B3 and B3-PD, respectively. The upgrade is
based on the steady improvement in the company's credit metrics
primarily attributable to improved revenue and operating income.
The upgrade reflects the expectation that credit metrics will be
commensurate with the B2 rating level over the intermediate term.
Concurrently, Moody's upgraded the ratings of OHL's senior secured
revolving credit facility and senior secured term loan by one notch
to B1 from B2. The ratings outlook is stable.

Ratings upgraded:

  -- Corporate Family Rating, to B2 from B3

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

  -- $50 million senior secured revolving credit facility due
     2018, to B1 (LGD-3) from B2 (LGD-3)

  -- $265 million outstanding ($270 million original face value)
     senior secured term loan B due 2019, to B1 (LGD-3) from B2
     (LGD-3)

  -- Outlook, Stable

The CFR upgrade incorporates Ozburn-Hessey's improvement in revenue
and operating income from new contract wins and continued growth in
its e-fulfillment business. Last twelve months ended March 31, 2015
debt/EBITDA (on a Moody's adjusted basis including operating
leases) improved by more than a turn to 5.3 times since a peak of
6.4 times at year-end 2011, with EBIT/interest coverage improving
to over 1.0 times during the same time frame. In addition, the
company's liquidity profile has improved largely due to improved
operating results translating into increased cash flow generation
and higher reported cash balances. Restructuring initiatives have
improved operating margins which are expected to remain steady as
the company continues to invest in the business.

OHL's B2 corporate family rating reflects the company's high
leverage and moderate size in the highly fragmented, competitive
and cyclical third party logistics sector. However, the ratings
also consider that the company derives benefits from its
asset-light business model and resulting ability to vary costs in
line with changing demand. OHL's good liquidity profile
characterized by meaningful cash balances, no significant near-term
debt maturities and ample headroom under its leverage covenant also
underlie the ratings. The company possesses a long operating
history, diverse services offered and long-term relationships with
a well-established high quality customer base. As the company's
customer base is primarily comprised of companies in the retail,
consumer and electronics end-markets, the company is susceptible to
changes in demand due to changes in overall macroeconomic activity.
At the same time, the company has been obtaining new business wins
and capitalizing on its e-fulfillment capabilities.

The stable outlook is supported by OHL's good liquidity profile and
expectation that the company will continue to demonstrate modest
earnings growth.

Positive ratings momentum could develop if the company further
demonstrates sustained revenue and operating income growth and
increased cash flow from operations. A ratings upgrade would be
considered if EBIT/interest improves to 2.0x and debt/EBITDA falls
below 4.0x on a sustained basis.

Ratings could be downgraded if operating margins or liquidity were
to deteriorate meaningfully from current levels. Credit metrics
that would likely accompany the aforementioned include: debt/EBITDA
above 6.0x and EBIT to interest below 1.0x, on a sustained basis,
accompanied by negative free cash flow generation.

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

Ozburn-Hessey Holding Company, LLC, headquartered in Brentwood, TN,
is a provider of third-party logistics and related services,
including warehouse management, freight forwarding, and dedicated
contract carriage. Ozburn-Hessey is a wholly-owned subsidiary of
OHH Acquisition Corporation, which is controlled by private equity
firm Welsh, Carson, Anderson & Stowe. Ozburn-Hessey's 2014 gross
revenues approximated $1.3 billion.


PACIFIC DRILLING: Moody's Cuts CFR to B3, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Pacific Drilling S.A.'s
(PacDrilling) Corporate Family Rating to B3 from B2. Moody's also
downgraded the company's senior secured term loan B and the 5.375%
senior secured notes to B3 from B1 as well as Pacific Drilling V
Ltd.'s (PDC5) 7.25% senior secured notes to Caa1 from B2. Moody's
affirmed the B3-PD Probability of Default Rating (PDR) and changed
the Speculative Grade Liquidity (SGL) Rating to SGL-4 from SGL-3.
The rating outlook was changed to negative from positive.

"The ratings downgrade reflects the company's modest backlog and
weak 2016 contract coverage that will lead to a significant
deterioration in credit metrics," said Sreedhar Kona, Moody's
Senior Analyst. "The negative outlook reflects the likely covenant
breach at year end 2015 and the headwinds in contracting the
non-operating drillships at meaningful day rates in this soft
offshore rig market."

Downgrades:

Issuer: Pacific Drilling S.A.

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Secured Term Loan B (Foreign Currency) due June 3,
     2018 ($736 million outstanding), Downgraded to B3, LGD3 from
     B1, LGD2

  -- $750 million 5.375% Senior Secured Notes (Foreign Currency)
     due June 1, 2020, Downgraded to B3, LGD3 from B1, LGD2

Issuer: Pacific Drilling V Ltd.

  -- $500 million 7.25% Backed Senior Secured Notes (Foreign
     Currency) due December 1, 2017, Downgraded to Caa1, LGD4
     from B2, LGD3

Changes:

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

Outlook Actions:

Issuer: Pacific Drilling S.A.

  -- Outlook, Changed To Negative From Positive

Issuer: Pacific Drilling V Ltd.

  -- Outlook, Changed To Negative From Positive

Affirmations:

Issuer: Pacific Drilling S.A.

  -- Probability of Default Rating, Affirmed B3-PD

PacDrilling's B3 CFR reflects the contracts expiring in the near
term on existing rigs and the lack of visibility into the company's
ability to contract drillships that are currently not in operation.
Moody's believes that the unfavorable supply-demand dynamics of the
offshore rig market in this weak commodity environment will
significantly impact the PacDrilling's overall utilization of the
rigs.

Currently, only five of PacDrilling's small fleet of eight high
specification ultra-deepwater drillships are in operation.
Additionally, only three of the five operating rigs are fully
contracted beyond 2016 and the contracts of the remaining two will
roll off in January 2016 and September 2016. While negotiations to
contract two of the three non-operating rigs are actively underway,
the timing, the length of contracts, and the day rates are
uncertain. The company is expected to take the delivery of a
newbuild by year end 2015, that has no contract in place.

PacDrilling's SGL-4 rating indicates weak liquidity profile over
the next 12 months. The potential deterioration of credit metrics
will require the company to seek covenant relief as the likelihood
of breaching the net debt/EBITDA covenant under the senior secured
credit facility due 2019 (SSCF) is high.

The B3 CFR also reflects PacDrilling's current modest backlog of
$2.1 billion being meaningfully smaller than peers rated B2 or
higher. The backlog has high geographic concentration risk with all
of the company's drillships operating only in West Africa and the
US Gulf of Mexico (US GoM). Despite the drillships in operation
being contracted with large, investment grade operators, ratings
are constrained by the extremely high revenue exposure to a single
operator, Chevron Corporation (Chevron, Aa1 stable). Ratings
incorporate the value in the high specification fleet and the
company's good, but limited, operating track record.

The $750 million 5.375% senior secured notes due 2020 and the term
loan B due 2018 ($736 million outstanding) at PacDrilling are rated
B3, in line with the B3 CFR. The debt benefits from a first lien on
four drillships, three of which are operating, as well as a
security interest in the equity of its subsidiary that owns these
four drillships. PacDrilling's equity interest in three of the
other four drillships is structurally subordinated to $1.5 billion
of debt that is at the subsidiary level. The $500 million 7.25%
senior secured notes due 2017 at PDC5 are rated Caa1, one notch
lower than the debt at PacDrilling to reflect its first lien
against a single drillship as well as PacDrilling's unsecured
guarantee that is subordinated to the senior secured creditors at
PacDrilling. The B3-PD Probability of Default Rating (PDR) reflects
Moody's expectations for an average family recovery in a distressed
scenario.

The negative outlook reflects the need for covenant relief by year
end 2015 to avoid the covenant breach under the SSCF's credit
agreement. The outlook also considers softness in the offshore rig
market and the lack of visibility into the company's ability to
find work at competitive day rates for the non-operating
drillships.

PacDrilling's ratings could be downgraded if the company fails to
get covenant relief well in advance of the potential breach or if
the ongoing contract negotiations for the non-operating drillships
fall through, leading to a steep drop in EBITDA and worsening of
credit metrics. An extended downtime for any of the five operating
drillships could lead to a downgrade. These ratings triggers would
also apply to the rating of PDC5's debt as the lack of
diversification at PDC5 translates into increased reliance on the
unsecured guarantee from the parent.

Ratings are unlikely to be upgraded through 2016. However, the
outlook could be changed to stable if the company gets a covenant
waiver and contracts at least two non-operating rigs to result in a
minimum of $300 million EBITDA for 2016.

PacDrilling, a Luxembourg based company, is a provider of
ultra-deepwater drilling services to the oil and gas industry.

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


PARKERVISION INC: Has Insufficient Cash for Operations in 2015
--------------------------------------------------------------
ParkerVision, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $5.78 million on $nil of revenues for the
three months ended Mar. 31, 2015, compared with a net loss of $5.77
million on $nil of revenue for the same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $17.8 million
in total assets, $2.86 million in total liabilities, and a
stockholders' equity of $14.9 million.

The Company expects that revenue generated from patent enforcement
actions, technology licenses and/or the sale of products in 2015
may not be sufficient to cover operational expenses for 2015, and
that expected continued losses and use of cash will be funded from
available working capital.  The Company's current capital resources
include cash, cash equivalents, and available-for-sale securities
of approximately $8.2 million at March 31, 2015.  These current
capital resources will not be sufficient to support liquidity
requirements through 2015 without the generation of sufficient
revenues or further cost containment measures, which, if
implemented, may jeopardize future growth plans.  These
circumstances raise substantial doubt about the Company's ability
to continue as a going concern.

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

                        http://is.gd/wsblCS

Jacksonville, Florida-based ParkerVision, Inc., designs, develops
and markets its proprietary radio frequency ("RF") technologies
and products for use in semiconductor circuits for wireless
communication products.


PATRIOT COAL: Has Deal to Sell to Blackhawk Mining
--------------------------------------------------
Peg Brickley and Matt Jarzemsky, writing for The Wall Street
Journal, reported that Patriot Coal Corp. has lined up a deal to
sell most of its operating mines to Blackhawk Mining LLC, in a
debt-fueled transaction that leaves retirees and union contracts
behind.

According to the report, Blackhawk won't put up cash for Patriot's
mines.  Instead, the transaction will swap out Patriot Coal's
funded debt for new debt securities totaling about $643 million, as
well as 30% of the new company to be created out of the bankruptcy
buyout.

Moreover, the report said the new Blackhawk won't shoulder
Patriot's employee obligations or its contracts with the United
Mine Workers of America, said Patriot lawyer Stephen Hessler,
speaking at a hearing in the U.S. Bankruptcy Court in Richmond,
Va.

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) - and
their operations consist of eight active mining complexes in West
Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015.  The cases are assigned to Judge Keith
L. Phillips.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.

Patriot Coal estimated more than $1 billion in assets and debt.


PETROQUEST ENERGY: Moody's Alters Outlook to Stable
---------------------------------------------------
Moody's Investors Service changed PetroQuest Energy, Inc.'s outlook
to stable from positive and affirmed its B3 Corporate Family
Rating. Moody's also affirmed PetroQuest's B3-PD Probability of
Default, Caa1 senior unsecured notes rating, and SGL-3 speculative
grade liquidity rating.

"The continuing weak commodity price environment is expected to
pressure PetroQuest's cash flow based metrics well into 2016," said
Arvinder Saluja, Moody's Vice President. "If production or
liquidity deteriorates meaningfully from current levels,
PetroQuest's credit ratings could be downgraded."

PetroQuest Energy, Inc.

  -- Corporate Family Rating (CFR) -- B3

  -- Probability of Default -- B3-PD

  -- Senior Unsecured Notes -- Caa1

  -- Speculative Grade Liquidity (SGL) -- SGL-3

Outlook Actions:

  -- Outlook to Stable from Positive

PetroQuest's B3 CFR is restrained by the company's modest scale and
high proportion of gas production in the current low natural gas
price environment. The CFR is supported by a diversified drilling
inventory with liquids-focused drilling opportunities and adequate
liquidity to fund near term reduced capital spending requirements
as the company attempts to maintain production without further
increasing debt. The rating also favorably reflects unutilized
drilling carry that enhances PetroQuest's economics in the Woodford
Shale, and moderate geographic diversity in its operations.

PetroQuest is expected to have adequate liquidity through at least
mid-2016. The company expects to fund its 2015 capital spending
program with a combination of cash flow, cash balances, JV drilling
carry, and borrowings under its revolver. PetroQuest's primary
source of liquidity is its asset-based revolver due October 2016
which had $85 million of availability with $170 million in lender
commitments and a $190 million borrowing base, as of March 31,
2015. Financial covenants under the facility are senior secured
debt / EBITDAX of 2.25x, a minimum EBITDAX / interest expense ratio
of 2.0x, and a minimum current assets / current liabilities ratio
of 0.75x as of June 30, 2015, increasing to 1.0x thereafter.
Moody's anticipate the company to be in compliance with these
covenants through mid-2016 although current ratio requirement could
become pressured. PetroQuest's revolving credit facility matures in
October 2016 and the senior notes in 2017 posing refinancing risk
for the company.

The stable outlook assumes that the company will maintain at least
adequate liquidity while maintaining production at current levels.
An upgrade is unlikely in the next 12-18 months. However, Moody's
could upgrade the ratings if average daily production were to
increase to 30mboe/d and interest coverage is sustained above 3x.
Moody's could downgrade the ratings if Moody's expect that the
company will not be able to maintain at least adequate liquidity,
or if interest coverage appears unsustainable above 1.5x.

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.

PetroQuest Energy, Inc. is a publicly traded independent oil and
gas exploration and production company, which is headquartered in
Lafayette, Louisiana.


PLY GEM HOLDINGS: Files 2014 Conflict Minerals Report
-----------------------------------------------------
Ply Gem Holdings, Inc. filed with the Securities and Exchange
Commission a conflict minerals report for the calendar year ended
Dec. 31, 2014, in accordance with Rule 13p-1 under the Securities
Exchange Act of 1934.

Rule 13p-1 was adopted by the SEC to implement reporting and
disclosure requirements related to conflict minerals as directed by
the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010.  Rule 13p-1 imposes certain reporting obligations on SEC
registrants whose manufactured products contain conflict minerals
which are necessary to the functionality or production of their
products.  "Conflict minerals" are defined as cassiterite,
columbite-tantalite, gold, wolframite, and their derivatives, which
are limited to tin, tantalum, tungsten, and gold ("3TG").

Ply Gem is a diversified manufacturer of residential and commercial
building products, which are sold primarily in the United States
and Canada, and include a wide variety of products for the
residential and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.  Ply Gem produces a
comprehensive product line of windows and patio doors, vinyl and
aluminum siding and accessories, designer accents, cellular PVC
trim and mouldings, vinyl fencing and railing, engineered slate
roofing, stone veneer and gutterware used in both the new
construction market and the home repair and remodeling market in
the United States and Canada.

Despite having conducted a good faith reasonable country of origin
inquiry and due diligence process, Ply Gem said it does not
currently have sufficient information from its suppliers or other
sources to determine the country of origin of the conflict minerals
used in its products or identify the facilities used to process
those conflict minerals . Therefore, Ply Gem cannot exclude the
possibility that some of these conflict minerals may have
originated in the DRC or an adjoining country and are not from
recycled or scrap sources.

"Ply Gem has concluded that our supply chain remains "DRC conflict
undeterminable".  Ply Gem reached this conclusion by being unable
to determine the origin of all of the conflict minerals used in the
Company's products," the Company states in the report.

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

                      http://is.gd/jykZ2s

                         About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem reported a net loss of $31.3 million on $1.56 billion of
net sales for the year ended Dec. 31, 2014, compared to a net loss
of $79.5 million on $1.36 billion of net sales for the year ended
Dec. 31, 2013.

As of April 4, 2015, Ply Gem had $1.23 billion in total assets,
$1.38 billion in total liabilities and a $150 million total
stockholders' deficit.

                            *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
Company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


RECOVERY CENTERS: Files Sale-Based Chapter 11 Plan
--------------------------------------------------
Recovery Centers of King County, which is winding up operations,
filed a Chapter 11 plan that contemplates the sale of its real
estate located at 464 – 12th Ave S, Seattle, WA, 1701 18th Ave
S,
Seattle, WA and 505 Washington Ave S., Kent, WA.

All sales will be pursuant to a court order.  RCKC expects the
gross sale proceeds to be approximately $9,890,600.  As a result,
RCKC expects that all claims, both secured and unsecured, will be
paid in full.  RCKC also expects that with a confirmed plan, RCKC
will maximize the funds available to pay creditors as a result of
being able to take advantage of the real estate excise tax waiver
pursuant to 11 U.S.C. Sec. 1146(a).

As to administrative claims, the Debtor expects that Jeffrey B.
Wells, the attorney, will be owed not more than $25,000, accountant
Paul Bailey will be owed not more than $7,500, and special counsel
Jeffrey Fairchild will have a $5,000 administrative claim at the
time of confirmation.  Based on the Debtor's schedules, secured
creditor Bank of America is owed $4,730,883 as of the Petition
Date.  The Debtor's general unsecured debt on its Schedule F total
$206,136.

RCKC ceased clinical operations after 40 years of serving people
with substance use disorders, as recent income made it impossible
for RCKC to maintain the quality of care that its clients deserve.
RCKC has successfully completed detox protocols with patients,
found placement for all in-patient clients, and has continued to
work on transitioning its outpatient clients to other service
agencies.

The Debtor will retain all property at confirmation and will
continue to wind up its affairs including court approved
disposition of medical records.  Upon full payment of all claims
and final sale of its real estate assets, the Debtor will apply to
the court for an order approving of the disbursement of the
remaining funds to an entity which is committed to pursuing the
same goals and providing the same service as the Debtor when it was
operating.

At the behest of the Debtor, the Bankruptcy Court entered n order
providing that the notice of Debtor's motion to approve disclosure
statement may be shortened, and the motion will be heard at 9:30
a.m. on June 12, 2015, with a response date of June 9, 2015.

A copy of the Disclosure Statement dated May 27, 2015, is available
for free at:

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

               About Recovery Centers of King County

Recovery Centers of King County -- http://www.rckc.org/-- provided
Central Seattle and South King County residents with a continuum of
care for those who suffer with alcoholism or other drug addiction.

RCKC filed a Chapter 11 case (Bankr. W.D. Wash. Case No. 15-13060)
in its hometown in Seattle, Washington on May 15, 2015.  The case
is assigned to Judge Timothy W. Dore.

The Debtor tapped Jeffrey B Wells, Esq., at Wells and Jarvis, P.S.,
in Seattle, as counsel.


RECOVERY CENTERS: Section 341(a) Meeting Set for June 10
--------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
of Recovery Centers of King County on June 10, 2015, at 3:00 p.m.,
at US Courthouse, Room 4107.

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

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

               About Recovery Centers of King County

Recovery Centers of King County -- http://www.rckc.org/-- provides
Central Seattle and South King County residents with a continuum of
care for those who suffer with alcoholism or other drug addiction.

RCKC filed a Chapter 11 case (Bankr. W.D. Wash. Case No. 15-13060)
in its hometown in Seattle, Washington on May 15, 2015.  The case
is assigned to Judge Timothy W. Dore.

The Debtor tapped Jeffrey B Wells, Esq., at Wells and Jarvis, P.S.,
in Seattle, as counsel.

According to the docket, the appointment of a health care ombudsman
is due by June 15, 2015.


REICHHOLD HOLDINGS: Wants July 10 Administrative Claims Bar Date
----------------------------------------------------------------
Reichhold Holdings US, Inc., et al., ask the U.S. Bankruptcy for
the District of Delaware to establish July 10, 2015, at 5:00 p.m.,
as the second bar date for filing certain Chapter 11 administrative
claims against the Debtors.

All proofs of claim must be filed at:

   Logan & Company Inc.
   Attn: Reichhold Holdings U.S. Inc.
   546 Valley Road
   Upper Montclair, NJ 07043

                          About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets.  Reichhold -- http://www.Reichhold.com/--  has   
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.

Logan & Company is the company's claims and noticing agent.

The cases are assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.

On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed.  This transaction,
approved by the Delaware Bankruptcy Court on January 12, 2015,
allows Reichhold's U.S. businesses to successfully emerge from
bankruptcy and re-join the rest of the global Reichhold
organization.  Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.  

On April 1, 2015, the U.S. Trustee named three non-union retirees
of Debtors to serve as the official Non-Union Retiree Committee.
Each of the Retiree Committee members is receiving retiree welfare
benefits from one or more of the Debtors.  The Retiree Committee
tapped the law firm of Stahl Cowen Crowley Addis LLC as its
counsel.


RESIDENTIAL CAPITAL: Objection to Eboweme Claim Sustained
---------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the ResCap Borrower Claims
Trust's objection to Claim No. 2267.

The Claim was filed by Abosede Eboweme, asserting causes of action
for (i) wrongful foreclosure; (ii) violations of the automatic stay
during Eboweme's bankruptcy case; (iii) intentional infliction of
emotional distress ("IIED"); (iv) violations of the Real Estate
Settlement Procedures Act ("RESPA"); (v) violations of the Texas
Debt Collection Practices Act (the "TDCPA"); and (vi) violations of
the Texas Deceptive Trade Practices Act (the "TDTPA"). These causes
of action purportedly relate to the foreclosure on Eboweme's home
in September 2011.  The Claim was premised on causes of action that
Eboweme had previously asserted against debtor GMAC Mortgage, LLC
("GMACM") and other non-debtor defendants in an action filed in
Texas in 2011.

The Trust argued that each of the causes of action asserted against
GMACM failed as a matter of law.  Eboweme has not provided any
documents supporting the merits of her allegations, nor has she
explained why such documents are not available.  The Trust also
argued that each of Eboweme's claims fail to state any plausible
claim for relief.

The court held a hearing on the Trust's objection on February 25,
2015 and found in favor of the Trust's arguments.  The objection
was sustained in its entirety and the Claim was disallowed and
expunged.

A copy of the May 8, 2015 memorandum opinion and order is available
at http://is.gd/Rp9D3tfrom Leagle.com.

Norman S. Rosenbaum, Esq. -- nrosenbaum@mofo.com , Jordan A.
Wishnew, Esq. -- jwishnew@mofo.com , Meryl L. Rothchild, Esq. --
mrothchild@mofo.com , MORRISON & FOERSTER LLP, New York, New York,
Attorneys for ResCap Borrower Claims Trust.

ABOSEDE EBOWEME, By: Abosede Eboweme, Grand Prairie, Texas, Pro Se.


RESPONSE BIOMEDICAL: Files 2014 Conflict Minerals Report
--------------------------------------------------------
Response Biomedical Corp. is engaged in the research, development,
commercialization and distribution of diagnostic technologies for
the medical central-lab testing, point of care testing and on-site
environmental testing markets.  POC, on-site diagnostic tests (or
assays) are simple, non-laboratory based tests performed using
portable hand-held devices, compact desktop analyzers, single-use
test cartridges and/or dipsticks RAMP represents a paradigm in
diagnostics that provides sensitive and reliable information in
minutes.

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act requires Response Biomedical to perform certain
procedures and disclose information about the use and origin of
"conflict minerals" if these minerals are deemed to be necessary to
the functionality or production of a product manufactured or
contracted to be manufactured by Response Biomedical.  The term
"conflict mineral" is defined in Section 1502(e)(4) of the Act as
(A) columbite-tantalite, also known as coltan (the metal ore from
which tantalum is extracted); cassiterite (the metal ore from which
tin is extracted); gold; wolframite (the metal ore from which
tungsten is extracted); or their derivatives; or (B) any other
mineral or its derivatives determined by the Secretary of State to
be financing conflict in the Democratic Republic of the Congo or an
adjoining country.

Conflict minerals are necessary to the functionality or production
of certain of Response Biomedicals products.  The RAMP Reader and
RAMP 200 Reader are made in part using conflict minerals that are
sourced from a global supply base that includes distributors,
value-added resellers, original equipment manufacturers, original
design manufacturers and contract manufacturers.

In accordance with the Act, Response Biomedical has performed a
"reasonable country of origin inquiry" on minerals that were in
Response Biomedical's supply chain after Jan. 1, 2014, to determine
whether these minerals were sourced from the Democratic Republic of
Congo or adjoining countries or come from recycled or scrap
sources.  Response Biomedical has concluded in, good faith, that
during 2014:

  a) it has manufactured and contracted to manufacture products to

     which conflict minerals are necessary to the functionality or

     production of such products; and

  b) based on a "reasonable country of origin inquiry," Response
     Biomedical was not able to definitively conclude whether or
     not its products qualify as DRC conflict free.

Based on the incomplete representations made by its suppliers,
Response Biomedical is unable to definitively conclude whether or
not the origin of the conflict minerals used in its products during
calendar year 2014 were from the Covered Countries.

A copy of the Report is available for free at:

                       http://is.gd/rKofeK

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
C$5.99 million in 2013, a net loss and comprehensive loss of C$5.28
million in 2012 and a net loss and comprehensive loss of C$5.37
million in 2011.

As of March 31, 2015, the Company had C$13.6 million in total
assets, C$15.48 million in total liabilities and a $1.88 million
total shareholders' deficit.

PricewaterhouseCoopers LLP, in Vancouver, Canada, in its report on
the consolidated financial statements for the year ended Dec. 31,
2014, noted that the company has incurred recurring losses from
operations and has an accumulated deficit at Dec. 31, 2014, that
raises substantial doubt about its ability to continue as a going
concern.


RIVERWALK JACKSONVILLE: Plan Hearing Vacated Amid Sabadell Dispute
------------------------------------------------------------------
At the behest of Riverwalk Jacksonville Development, LLC, Judge
Laurel Myerson Isicoff vacated the order approving the disclosure
statement explaining Riverwalk's Chapter 11 plan and the May 28
hearing to consider confirmation of the Plan.

The Debtor asked the Court to defer the hearing on its proposed
plan in light of new claims by Sabadell United Bank, N.A.,
specifically with respect to its mortgage boundaries.  Throughout
the course of the case, the Debtor has repeatedly set forth that
the northeastern parcel, called the Crawdaddy's Parcel, was
unencumbered, and stated that the Sabadell mortgage was bounded
solely by the Riverplace parcel.  Sabadell never objected to the
Debtor's representations at the status conference, cash collateral
hearing, exclusivity hearings, and disclosure statement hearings.

The Debtor's Amended Plan of Reorganization filed on March 13,
2015, is funded by the sale of certain property including the
Crawdaddy's Parcel, free and clear of liens, claims and
encumbrances.  However, in April, counsel for Sabadell informed the
Debtor that Sabadell's mortgage actually included the Crawdaddy's
Parcel.  On April 10, the Debtor confirmed with its surveyor that
the Sabadell mortgage extended to the Crawdaddy's Parcel.

Geoffrey S. Aaronson, Esq., at Aaronson Schantz P.A., explains that
the Crawdaddy's Parcel that is being sold under the Plan is to be
sold free and clear of all liens, claims and encumbrances.  It soon
became apparent that the issue of concern was whether Sabadell's
remaining lien on 80% of the Riverfront property, was sufficient
for Sabadell to be adequately secure and protected in connection
with the payment of the remaining portion of its loan after
pay-down on Plan confirmation.  It became apparent to all parties
that the Debtor's proposed payment to Sabadell of $1,000,000 upon
plan confirmation would be insufficient for Sabadell to willingly
release its lien on the Crawdaddy's Parcel.

The Debtor is of the belief that the resolution with the Sabadell
claim is critical to the confirmation of its Plan.  If Debtor is
able to resolve its differences with Sabadell the Debtor should be
able to proceed with a consensual plan.  If it unable to resolve
its differences, the Debtor may be seeking a determination from
this Court that Sabadell is adequately protected and adequately
secured by the remainder of its mortgage lien on Property 1.  At
this point, it is clear that in either case, whether the
relationship with Sabadell will be consensual or non-consensual,
the Debtor will need to amend its plan.  If this issue remains
unresolved between the parties, the Debtor believes that there may
be some benefit to mediation.  A contested hearing will be
expensive and will involve various experts.

                         New Hearing Dates

The Court on May 28 entered an order providing that:

   -- The order approving the disclosure statement and setting
various deadlines and setting the confirmation hearing is vacated.
At the hearings on June 11, depending upon the status of the
negotiations between the Debtor and Sabadell, the Court will
consider a new Plan deadline.

  -- These pending matters are reset for June 11, 2015 at 9:30
a.m.:

     a. The Debtor's application to employ Jeffrey Pardo, Esq., as
special counsel in addition to motion for payment of fees, in the
amount of up to but not exceeding $35,000;

     b. CHLN Inc.'s motion to deposit funds into the court registry
in the amount of $51,874;

     c. Derek Johnson's motion to allow late filed claims; and

     d. the firm interim application for compensation for Niall T.
McLachlan.

   -- The hearing upon the Debtor's motion for an order approving
the sale of real property will be heard on June 11, 2015 at 9:30
a.m.  Any response or opposition thereto must be filed by June 8,
2015, at 5:00 p.m.

The Court ordered the assignment of the Debtor/Sabadell dispute to
mediation prior to the June 11, 2015 hearing.  

The Debtor's Plan exclusivity period, along with the exclusivity
period for obtaining acceptances to the Plan, are continued and
will be readdressed at the June 11, 2015, hearing in connection
with the setting of a new Plan deadline date.

                     The Chapter 11 Plan

The Debtor, which owns four parcels of real property located in the
areas surrounding the Wyndham Hotel and Convention Center, has
filed a Plan that contemplates a transaction which will generate
sufficient funds to either to pay or cure all allowed claims in
full on the Effective Date.  The transaction will also generate
funds sufficient to satisfy approved administrative expenses on the
Effective Date.

The Debtor filed an Amended Plan and Disclosure Statement on March
13, 2015, to provide additional details regarding the proposed sale
transaction.

The owner of the Wyndam Property located at the center of the RJD
Properties (the "doughnut hole") published a "Call to Bid" on the
purchase of the 322-room Wyndam hotel and Wyndam Property, for
Sept. 18, 2014.  The Wyndham Property owners and the purchaser are
about to close on a contract for sale and purchase of the Wyndham
Property.  During this time the Debtor also has been actively
negotiating with other third parties for the purchase of select
parcels of the RJD Properties, and in particular has reached an
agreement as to most of the essential terms of a contract to sell
the Sale Parcel, comprised of the Prudential Parcel and the Eastern
portion of the East Parking Lot Parcel, to Alliance Residential
Company for $6,500,000.  Although the Debtor had anticipated that a
Private Sale Contract with Alliance would be executed by the filing
of the Plan, there are still a few remaining issues being
negotiated between the Debtor's Manager, Stevan Pardo, and a
principal of Alliance.

The Plan provides for a period of 75 days immediately following the
Final Confirmation Order for the Debtor to execute a final Private
Sale Contract for the Debtor's sale of the Sale Parcel to Alliance,
or to another qualified purchaser.

All classes of claims are unimpaired under the Plan and are deemed
to have accepted the Plan as a matter of law:

    Classification                          Claim Amount Impaired
    --------------                          ------------ --------
Class 1 Secured Claims of Duval County Tax      $211,126    No
Class 2 Secured Claim of JEA No                   $4,486    No
Class 3 Secured Claim of Sabadell             $3,877,734    No
Class 4 Secured Claim of U.S. Century         $1,560,517    No
Class 5 Priority Claims of the Fla. D. R.           $850    No
Class 6 Priority Claim of IRS                       $100    No
Class 7 Unsecured Claim of CHLN, Inc.           $101,947    No
Class 8 General Unsecured Claims                  $9,561    No
Class 9 General Unsec. Claims of RJD Members    $334,396    No
Class 10 Equity Holders                           Equity    No

              About Riverwalk Jacksonville Development

Riverwalk Jacksonville Development, LLC, owns four parcel of real
property located in areas surrounding the Wyndham Hotel and
Convention Center.  The properties comprise approximately 10.4
acres and constitute prime downtown commercial space.  The
occupants of the area are a Chart House restaurant, various office
building and parking amenities.  Three of the four properties are
encumbered to Sabadell and U.S. Century Bank.

Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami.
The Debtor estimated assets of at least $10 million and debts of
at
least $1 million.  Geoffrey S. Aaronson, Esq., at Aaronson Schantz
P.A. serves as the Debtor's counsel.  Judge Laurel M Isicoff
oversees the case.


RIVERWALK JACKSONVILLE: Sabadell Objects to Amended Plan
--------------------------------------------------------
Sabadell United Bank, N.A., objects to confirmation of Riverwalk
Jacksonville Development, LLC's Amended Plan of Reorganization.

Secured creditor Sabadell, the holder of the only claim in Class 3
under the Plan, says that although the Plan indicates that the
Debtor seeks to sell unencumbered property, a portion of the parcel
to be sold is actually encumbered by Sabadell's mortgage. As a
result, Sabadell says its claim is impaired under 11 U.S.C. Sec.
1124.

Sabadell states that it has rejected the Plan.  Sabadell points out
that the Debtor has not sought a cram down under 11 U.S.C. Sec.
1129(b), and no confirmation could be obtained by "cram down" in
any event as no class of impaired claims has accepted the Plan.

Sabadell asks the Court to deny confirmation of the Amended Plan
and to terminate the Debtor's exclusive period to propose a Chapter
11 plan.

Sabadell is represented by:

         CARLTON FIELDS JORDEN BURT, P.A.
         Niall T. McLachlan, Esq.
         100 SE 2nd Street, Suite 4200
         Miami, FL 33131
         Tel: (305) 530-0050
         Fax: (305) 530-0055
         E-mail: nmclachlan@cfjblaw.com
                 cguzman@cfjblaw.com
                 miaecf@cfdom.net

                     The Chapter 11 Plan

The Debtor, which owns four parcels of real property located in the
areas surrounding the Wyndham Hotel and Convention Center, has
filed a Plan that contemplates a transaction which will generate
sufficient funds to either to pay or cure all allowed claims in
full on the Effective Date.  The transaction will also generate
funds sufficient to satisfy approved administrative expenses on the
Effective Date.

The Debtor filed an Amended Plan and Disclosure Statement on March
13, 2015, to provide additional details regarding the sale
transaction.

The owner of the Wyndam Property located at the center of the RJD
Properties (the "doughnut hole") recently published a "Call to Bid"
on the purchase of the 322-room Wyndam hotel and Wyndam Property,
for Sept. 18, 2014.  The Call to Bid notice also provided that a
redevelopment opportunity was available by assembling surrounding
parcels (i.e., the RJD Properties) for a mixed use project.  Since
that time, the Debtor has been actively engaging in discussions
with all of the serious interested parties to the proposed Wyndam
transaction, including the actual purchaser.  As of this writing,
the Wyndham Property owners and the purchaser are about to close on
a contract for sale and purchase of the Wyndham Property.  During
this time the Debtor also has been actively negotiating with other
third parties for the purchase of select parcels of the RJD
Properties, and in particular has reached an agreement as to most
of the essential terms of a contract to sell the Sale Parcel,
comprised of the Prudential Parcel and the Eastern portion of the
East Parking Lot Parcel, to Alliance Residential Company
("Alliance") for $6,500,000.  Although the Debtor had anticipated
that a Private Sale Contract with Alliance would be executed by the
filing of this Plan, there are still a few remaining issues being
negotiated between the Debtor's Manager, Stevan Pardo, and a
principal of Alliance.  However, the $6,500,000 purchase price has
already been agreed upon and is not one of the remaining terms
subject to negotiation.  Upon execution of a Private Sale Contract
with Alliance, the Debtor will provide the contract to interested
Creditors subject to certain confidentiality protections.

The Plan provides for a period of 75 days immediately following the
Final Confirmation Order for the Debtor to execute a final Private
Sale Contract for the Debtor's sale of the Sale Parcel to Alliance,
or to another qualified purchaser should the contract with Alliance
not be executed, which contract shall contain Reasonable Commercial
Terms.  If a Private Sale Contract has not been executed by the
Debtor and Alliance or another qualified purchaser within 75 days
following the entry of the Final Confirmation Order, or if there is
a Private Sale Contract wherein the buyer opts out during the due
diligence period after the 75 days, or if there is a Private Sale
Contract wherein the buyer fails to close within the 75-day period
for closing pursuant to the Reasonable Commercial Terms of the
contract, then the Sale Parcel will be publicly marketed for 60
days and sold at Auction Sale, with the Debtor's Members to pay the
marketing costs incurred for marketing the Sale Parcel in
connection with the Auction Sale.  This Plan contemplates that the
Debtor will satisfy the U.S. Century Mortgage and cure the Sabadell
Mortgage on the Effective Date.  Funding will be derived from the
Sale Proceeds of the Transaction.  The Plan also provides for
payment of all Administrative Expense Claims, all Allowed Taxes,
Allowed Priority Claims and Allowed Unsecured debt in full. Because
no creditors in the Plan are impaired, the Plan does not affect
Equity.  Pending Plan consummation, Sabadell will continue to be
adequately protected under the same terms and conditions that have
already been approved by the Court.

There is a dispute between the Debtor and Sabadell regarding the
adequacy and propriety of Sabadell's notice of default and
acceleration to the Debtor, which is presently unresolved.  In the
event that the Debtor and Sabadell cannot resolve this dispute, the
Debtor will seek the Bankruptcy Court's determination as to the
adequacy and propriety of Sabadell's notice of default and
acceleration to the Debtor.  If the Bankruptcy Court determines
that Sabadell's notice to the Debtor was inadequate or improper,
then the Debtor will cure the Sabadell Mortgage at the contract
rate of interest provided in the Sabadell Note.  If the Bankruptcy
Court determines that Sabadell's notice to the Debtor was adequate
and proper, then the Debtor will cure the Sabadell Mortgage at the
default rate of interest provided in the Sabadell Note.
In addition, this Plan provides for the rejection of the Chart
House Restaurant Lease under 11 U.S.C. Sec. 365.  In addition to
rejecting the lease, the Debtor believes it has a claim against
CHLN Inc., based upon its failure to pay real estate taxes and its
failure to pay market rate rent during its holdover tenancy.  There
should be no Allowed Claim by CHLN against the Debtor and the
Debtor will also be objecting the CHLN Claim for alleged
overpayment of real estate taxes.

All classes of claims are unimpaired under the Plan and are deemed
to have accepted the Plan as a matter of law:

    Classification                          Claim Amount Impaired
    --------------                          ------------ --------
Class 1 Secured Claims of Duval County Tax      $211,126    No
Class 2 Secured Claim of JEA No                   $4,486    No
Class 3 Secured Claim of Sabadell             $3,877,734    No
Class 4 Secured Claim of U.S. Century         $1,560,517    No
Class 5 Priority Claims of the Fla. D. R.           $850    No
Class 6 Priority Claim of IRS                       $100    No
Class 7 Unsecured Claim of CHLN, Inc.           $101,947    No
Class 8 General Unsecured Claims                  $9,561    No
Class 9 General Unsec. Claims of RJD Members    $334,396    No
Class 10 Equity Holders                           Equity    No

              About Riverwalk Jacksonville Development

Riverwalk Jacksonville Development, LLC, owns four parcel of real
property located in areas surrounding the Wyndham Hotel and
Convention Center.  RJD comprises the Riverplace Parcel, the
Prudential Parcel, the East Parking Lot Parcel and the West Parking
Lot Parcel.  The properties comprise approximately 10.4 acres and
constitute prime downtown commercial space.  Three of the four
properties are encumbered to Sabadell and U.S. Century Bank.

Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami.
The Debtor estimated assets of at least $10 million and debt of at
least $1 million.  Geoffrey S. Aaronson, Esq., at Aaronson Schantz
P.A. serves as the Debtor's counsel.  Judge Laurel M Isicoff
oversees the case.


ROADMARK CORP: Gets Final Approval to Use Cash Collateral
---------------------------------------------------------
Roadmark Corp. received final approval from U.S. Bankruptcy Judge
David Warren to use the cash collateral of its lenders.

The final ruling authorizes Roadmark to use the cash collateral of
DSCH Capital Partners LLC and PMC Financial Services Group LLC
until entry of a court order terminating the company's right to use
the collateral.  

Roadmark will use the cash collateral to pay "post-petition
operating expenses" incurred in the ordinary course of business,
according to the court filing.

                     About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.

The U.S. Trustee appointed eight creditors to serve on the official
committee of unsecured creditors.


ROADMARK CORP: Judge Approves $4-Mil. Loan From DSCH Capital
------------------------------------------------------------
A federal judge approved a $4 million financing to get Roadmark
Corp. through bankruptcy.

Roadmark on June 2, 2015, received final approval from U.S.
Bankruptcy Judge David Warren to get a loan from DSCH Capital
Partners LLC.

The company had said it will use the loan to pay its expenses
pending consideration of a plan of reorganization.

The final ruling granted DSCH Capital "liens and security
interests" in some of the company's properties.  The lender will
also get a "superpriority administrative expense claim" in case the
collateral is not enough to pay back the loan, according to the
court filing.

Judge Warren previously issued an interim order in which he
overruled objections from Barnhill Contracting Company, Clark
Pavement Marking Inc. and Guarantee Company of North America.  In
their objections, the companies expressed concern the transaction
would violate their existing contracts with Roadmark.

                     About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.

The U.S. Trustee appointed eight creditors to serve on the official
committee of unsecured creditors.


ROGER BARKER: Court Directs Payment to Ch.7 Trustee's Counsel
-------------------------------------------------------------
Bankruptcy Judge Tamara O. Mitchell approved interim payments to
Trustee's counsel in the case captioned In Re: ROGER DALE BARKER,
Debtor, CASE NO. 11-04346-TOM-7 (N.D.  Ala., Southern Div.).

Max C. Pope, Jr., and Joy Beth Smith, who were hired as counsel for
the estate by the Chapter 7 Trustee, filed an Interim Application
for Compensation and Expenses on January 14, 2015.

In response to the application, Marion Barker, ex-wife of the
debtor Roger Dale Barker, filed a Limited Objection to Application
for Interim Compensation and a Motion to Direct Payment of Funds
Held by Chapter 7 Trustee, asserting that she is owed a domestic
support obligation (the "DSO Claim") that is entitled to
first-priority status pursuant to section 507(a)(1) of the
Bankruptcy Code.

Judge Mitchell observed that while Ms. Barker objects to payment of
those expenses that were not incurred in administrating an asset
available to pay her DSO Claim, and objects to the administrative
expenses being paid while she receives nothing, Ms. Barker,
however, recognizes that at least some of the Trustee's
administrative expenses are due to be paid ahead of her DSO Claim.
Ms. Barker also did not explain which administrative expenses are
due to be cut, and had no objection to the calculation of
compensation and expenses.  Thus, the court found no reason to
disallow payment of Trustee's Counsel's requested Compensation.

In her May 8, 2015 memorandum opinion and order which is available
at http://is.gd/ftVCqofrom Leagle.com, Judge Mitchell:

     -- approved the Application for Compensation and Expenses
        filed by Max C. Pope, Jr. and Joy Beth Smith, less 0.5
        hours, and authorized the Trustee to remit payment to
        Trustee's Counsel;

     -- overruled the Limited Objection to Application for
        Interim Compensation filed by Marion K. Barker and

     -- denied the Motion to Direct Payments of Funds Held by
        Chapter 7 Trustee filed by Marion K. Barker.

                     About Roger Dale Barker

Roger Dale Barker originally filed for creditor protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
11-04346-TOM-7).  The bankruptcy case was converted to Chapter 7 on
March 7, 2013.  Max C. Pope, Jr and Joy Beth Smith were hired as
counsel for the estate by Rocco Leo, the Chapter 7 Trustee.


ROYAL HOLDINGS: S&P Affirms 'B-' CCR, Outlook Stable
----------------------------------------------------
Royal Holdings Inc. has announced plans for a new capital structure
following an April 2015 announcement by Arsenal Capital Partners of
the sale of Royal Adhesives & Sealants LLC (subsidiary of Royal
Holdings Inc.) to American Securities LLC.

   -- Upon the transaction's completion, Royal Holdings will have
      a $50 million first-lien revolver due in 2020, a $535
      million first-lien term loan B due in 2022, and a
      $180 million second-lien term loan due in 2023.

"We are affirming our corporate credit rating on Royal Holdings
Inc. and we are assigning our 'B-' issue-level rating on the
company's proposed first-lien senior secured debt.  We are also
assigning our '3' recovery rating to the company's proposed
first-lien debt.  At the same time, we are assigning our 'CCC'
issue-level rating to the company's proposed second-lien senior
secured debt.  We are also assigning our '6' recovery rating," S&P
said.

The stable outlook reflects S&P's expectation that liquidity will
remain "adequate" and that operations will support credit measures
appropriate for the 'B-' corporate credit rating.

On June 1, 2015, Standard & Poor's Ratings Services affirmed its
'B-' corporate credit rating on Royal Holdings Inc.  The outlook is
stable.

S&P also assigned its 'B-' issue rating and '3' recovery rating to
the company's proposed $50 million first-lien revolver and proposed
$535 million first-lien term loan B.  The '3' recovery rating
indicates S&P's expectation of meaningful (50% to 70%; the lower
half of the range) recovery in the event of payment default.

At the same time, S&P assigned its 'CCC' issue-level rating and '6'
recovery rating to the company's proposed $180 million second-lien
term loan.  The recovery rating indicates S&P's expectation of
negligible (0% to 10%) recovery in the event of payment default.
S&P based its ratings on the credit facility's preliminary terms
and conditions.

Royal Holdings has announced the proposed new capital structure
resulting from the sale of Royal Adhesive & Sealants to American
Securities LLC from Arsenal Capital Partners.  Given the increased
debt that will result from the new capital structure, S&P expects
debt to EBITDA to be above 6x for the next two years.  S&P believes
the entry of a new financial sponsor increases its level of
uncertainty regarding the company's financial policy and S&P
factored this into its rating analysis.

On April 30, 2015, S&P lowered its ratings on Royal because it no
longer believed the company's leverage would decline as originally
expected and that it could potentially increase because of the
transaction and aggressive private equity ownership.

S&P no longer views Royal's financial risk profile as being at the
stronger end of the "highly leveraged" range and S&P do not
anticipate that leverage measures will improve over the next year
to levels appropriate for the 'B' rating.  S&P based the ratings on
its assessment of Royal's financial risk as highly leveraged and
its business risk profile as "weak," as defined by S&P's criteria.
S&P now picks the lower of the two potential anchor outcomes of 'b'
and 'b-' because leverage measures are at the weaker end of the
highly leveraged category.

"We characterize Royal's business risk profile as "weak,"
reflecting our view of its narrow scope of operations, exposure to
cyclical end markets and volatile raw material costs; integration
risks associated with its acquisition of ADCO Global Inc.; and
small market share within the large, albeit fragmented, global
adhesives, and sealants industry.  Our expectations for fairly high
operating profitability and favorable market positions in certain
end markets partially offset these characteristics.  Also, we
expect industry growth to be relatively attractive as adhesives
garner a larger share of the overall fastening market," S&P said.

Royal is a formulator of adhesives, sealants, and coatings.  The
acquisition of ADCO doubled the size of the company and added
significant sealant capacity while also increasing its
international exposure primarily in Europe.  Royal has successfully
integrated other acquisitions in the past, including Para-Chem in
2010.

The company derives a major portion of its revenues from the
construction and transportation assembly and manufacturing end
markets, which are relatively cyclical.  However, the company
benefits from long-standing relationships with customers for whom
it develops custom formulations, which provides a significant
barrier to entry.  The company has a good market position in
certain end markets including North American recreation vehicles,
roofing and aerospace adhesives, and European insulating glass.

The company should achieve and maintain satisfactory EBITDA margins
of between 17% and 18% in 2015 as the company realizes synergies
from the ADCO acquisition.  This assumes that Royal will be able to
pass on any raw material cost increases to its customers in a
timely manner.

S&P considers Royal's liquidity to be "adequate," as defined in
S&P's criteria, and expects cash sources to exceed cash uses by at
least 1.2x during the next 12 months.  S&P expects that the new
capital structure will maintain liquidity at current levels.

Liquidity sources include:

   -- Between $5 million and $25 million cash on hand during 2015
      and 2016.

   -- Substantial availability under its $50 million revolving
      credit facility.

   -- About $50 million funds from operations (FFO) annually in
      2015 and 2016.

Liquidity sources include:
   -- Minimal contractual debt amortization.
   -- Modest working capital requirements
   -- Annual capital spending of less than $15 million in 2015 and

      2016.

The stable outlook reflects Standard & Poor's view that Royal
Holdings Inc. will maintain a capital structure that is consistent
with measures at the lower end of the highly leveraged financial
risk profile, specifically with debt to EBITDA of above 6x.  S&P
also expects the company will maintain its aggressive financial
policy and pursue modest-sized acquisitions.  At S&P's current
rating, it do not envisage a reduction in debt levels beyond modest
amortizations.

S&P could lower ratings further if the announced capital structure
under the new private equity ownership is substantially more
aggressive than current expectations, which would signal an
increased risk associated with financial policy.  S&P could also
lower the ratings if there are integration problems associated with
the transaction.  In addition, S&P could lower ratings if operating
challenges, following the loss of several contracts, materially
decrease free cash flow generation to less than
$5 million; increases leverage to more than 7x, with no prospect of
near-term improvement; or if the company's liquidity position
deteriorates.

S&P could raise the ratings if the company de-levers to less than
6x debt to EBITDA or if FFO to debt approaches 10%.  An important
consideration in any review for an upgrade would be S&P's
assessment of management's support for credit measures appropriate
for a higher rating.



RSG HOLDCO: S&P Assigns 'B' CCR & Rates $150MM Loan 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to RSG Holdco LP.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to Atlanta-based Epicor RSG US Inc.'s $150 million
first-lien term loan due 2022 and $15 million revolver due 2020
(with co-borrower ERSC Amalco).  The '3' recovery rating indicates
S&P's expectation for substantial (50%-70%; upper half of the
range) recovery in the event of payment default.

"The rating reflects RSG's narrow market focus in the broader
retail point-of-sale system technologies markets, competition from
larger POS software competitors, limited track record as a
standalone entity, and business exposure to retail industry
cyclicality," said Standard & Poor's credit analyst Tuan Duong.

Partially offsetting those factors are the company's established
brand among retailers and participation in a recently growing
market.

The stable outlook reflects S&P's expectation that the company will
maintain its market position and consistent operating performance.
In addition, S&P expects the company to successfully operate as a
separate standalone entity post spin-off.

S&P could lower the rating if the company's operating performance
were to deteriorate due to competitive or execution factors or if
its financial sponsor pursues shareholder returns such that
leverage increases above the 6x area on a sustained basis.

Given the company's ownership by a private equity firm, S&P expects
the threat of re-leveraging will limit consideration for a ratings
upgrade over 2015.  In addition, given the company's limited scale
and narrow market focus, S&P believes an upgrade is unlikely over
the next 12 months.



SAN BERNARDINO, CA: Bankr. Stay Applies to Firefighters' Suit
-------------------------------------------------------------
District Judge Otis D. Wright, II affirmed the bankruptcy court's
stay order in full in the case captioned SAN BERNARDINO CITY
PROFESSIONAL FIREFIGHTERS LOCAL 891, Appellant, v. CITY OF SAN
BERNARDINO, CALIFORNIA, Appellee, CASE NO. 5:14-CV-02505-ODW (C.D.
Cal.)

The San Bernardino City Professional Firefighters Local 891
appealed the "Order Denying Motion of San Bernardino City
Professional Firefighters For Relief From the Automatic Stay"
entered by the United States Bankruptcy Court for the Central
District of California, Riverside Division, on November 13, 2014.
The order denied the Union's request for relief from automatic stay
in the City's chapter 9 bankruptcy.  The Union sought relief from
the stay to litigate the City's post-petition conduct in state
court.

After the City Council approved the fiscal budget for fiscal year
2014-2015, the City began implementing cost-reduction measures.
The Union claimed that the City's cost-reduction measures violated
numerous provisions of state law, and therefore it would seek an
injunction and declaratory judgment in state court to reverse
layoffs, increase staffing, and reopen a closed fire station.

On July 21, 2014, the Union filed a "Motion for Relief" seeking
confirmation from the Bankruptcy Court that the automatic stay did
not apply to the proposed state-court lawsuit.  The Bankruptcy
Court denied the Union's Motion for Relief.

In his May 7, 2015 opinion which is available at
http://is.gd/0PTbi9from Leagle.com, Judge Wright affirmed the
Bankruptcy Court's order. He held that Supreme Court precedent
allows the abrogation of state labor law involving modifications of
labor contracts during the pendency of a chapter 9 case. The
alleged violations of state law in this case were precisely the
type of interim violations authorized by the Supreme Court to
effectuate the purposes of the Bankruptcy Code.

San Bernardino City Professional Firefighters Local 891, Appellant,
represented by David M. Goodrich -- dgoodrich@sulmeyerlaw.com --
SulmeyerKupetz APC.

City of San Bernardino, California, Appellee, represented by Fred
Neufeld -- fneufeld@sycr.com , Stradling Yocca Carlson and Rauth
PC, Gary David Saenz, San Bernardino City Attorneys Office,
Kathleen D DeVaney -- kdevaney@sycr.com -- Stradling Yocca Carlson
and Rauth PC, Laura L Buchanan -- lbuchanan@sycr.com -- Stradling
Yocca Carlson & Rauth PC & Paul Robert Glassman --
pglassman@sycr.com -- Stradling Yocca Carlson and Rauth PC.

           About the City of San Bernardino, California

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles (104
km) east of Los Angeles, estimated assets and debts of more than $1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.


SANTA CRUZ BERRY: Takes Dispute with Selling Agent to Bankr. Court
------------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
lawyers for strawberry grower Santa Cruz Berry Farming Co. want a
bankruptcy judge to punish the middleman, an Illinois firm called
Tom Lange Co., for missing a May 28 deadline to pay $140,544.

According to the report, Santa Cruz Berry officials said they need
the money to pay workers -- payroll can swell to 300 people during
the busiest times -- to pick berries on 200 acres of land used by
the Watsonville, Calif.-based farm.

Tom Lange has the right to keep some of the money since Santa Cruz
Berry owes roughly $2.3 million for a loan, company lawyer Bill
Brody told the Journal's Bankruptcy Beat.

                 About Santa Cruz Berry Farming

Watsonville, California-based Santa Cruz Berry Farming grows
conventional and organic strawberries.  The privately owned
company
was founded by and is currently managed by Fritz Koontz.  Seven
Seas Berry Sales, a division of the Tom Lange Co., is the sales
agent for the Company.

Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC,
commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos.
15-51771 and 15-51772) in San Jose, California, on May 25, 2015.

The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and
Associates, APC, in Costa Mesa, California, as counsel.


SEARS HOLDINGS: Files 2014 Conflict Minerals Report
---------------------------------------------------
Sears Holdings Corporation filed with the Securities and Exchange
Commission a conflict minerals report for the calendar year ending
Dec. 31, 2014.

The SEC adopted a rule mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act to require companies to publicly
disclose their use of conflict minerals that originated in the
Democratic Republic of the Congo or an adjoining country.

As it relates to the Reasonable Country of Origin Inquiry
contemplated by Rule 13p-1, the Tier 1 Suppliers of the Domestic
Operating Companies were engaged to collect information regarding
the presence and sourcing of gold, tantalum, tin and tungsten
("3TG") used in the proprietary/private label and exclusive
products procured by one or more of the Domestic Operating
Companies for retail sale.  The Domestic Operating Companies
utilized the Electronic Industry Citizenship Coalition and Global
e-Sustainability Initiative Conflict Minerals Due Diligence
Template developed by the Conflict-Free Sourcing Initiative for
data collection.

The Domestic Operating Companies contract to manufacture Products
that contain 3TG, across many Product categories such as home
appliances, consumer electronics, tools, sporting goods, outdoor
living, lawn and garden equipment, seasonal merchandise, automotive
products such as tires and batteries, home fashion products, as
well as apparel, footwear, jewelry and accessories under such
well-known labels such as Kenmore, Craftsman, DieHard, Covington,
Apostrophe, Canyon River Blues, Jaclyn Smith, Joe Boxer and several
other brands.

A copy of the Conflict Minerals Report is available at:

                        http://is.gd/eIrpyN

                            About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared
to a net loss attributable to Holdings' shareholders of $1.36
billion for the year ended Feb. 1, 2014.  As of Jan. 31, 2015, the
Company had $13.20 billion in total assets, $14.15 billion in total
liabilities and a $945 million total deficit.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEARS HOLDINGS: Sets June 11 as Subscription Rights Record Date
---------------------------------------------------------------
Sears Holdings Corporation has set June 11, 2015, as the record
date for the distribution by the Company to each holder of its
common stock transferable subscription rights to purchase Class A
common shares of beneficial interest of Seritage Growth Properties,
a Maryland real estate investment trust.  The Company will
distribute to each holder of its common stock as of the record date
one subscription right for each full share of common stock owned by
that stockholder as of the record date.

As previously disclosed in the Current Report on Form 8-K filed
with the Securities and Exchange Commission on Sept. 15, 2014, the
Company, through Sears, Roebuck and Co., Sears Development Co., and
Kmart Corporation, entities wholly-owned and controlled, directly
or indirectly by the Company, entered into a $400 million secured
short-term loan with JPP II, LLC and JPP, LLC, entities affiliated
with ESL Investments, Inc.  Mr. Edward S. Lampert, the Company's
chief executive officer and chairman, is the sole stockholder,
chief executive officer and director of Investments. As of March 9,
2015, Investments and affiliated persons owned approximately 53.2%
of the Company's outstanding common stock.

On Feb. 26, 2015, Borrowers and the Lender entered into an
amendment to the Loan, pursuant to which Borrowers agreed to repay
$200 million of the outstanding principal amount of the Loan,
together with all interest accrued thereon, and the Lender agreed
to release its first priority lien on 13 properties owned by
Borrowers, which represented approximately half of the value of the
collateral under the Loan.

On June 1, 2015, Borrowers repaid the remaining $200 million of the
outstanding principal amount of the Loan, together with all
interest accrued thereon.  In connection with the repayment, the
Lender is releasing its first priority lien on each of the
properties owned by Borrowers representing the remaining collateral
under the Loan.

                            About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared
to a net loss attributable to Holdings' shareholders of $1.36
billion for the year ended Feb. 1, 2014.  As of Jan. 31, 2015, the
Company had $13.20 billion in total assets, $14.15 billion in total
liabilities and a $945 million total deficit.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SPALDING & SON: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Spalding & Son, Inc.
           dba Redwood Travel, Inc.
           fdba Rogue River Stone
           fdba The Oak Mine, Inc.
        POB 430
        Grants Pass, OR 97528

Case No.: 15-61894

Chapter 11 Petition Date: June 2, 2015

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Thomas M Renn

Debtor's Counsel: Keith Y Boyd, Esq.
                  THE LAW OFFICES OF KEITH Y. BOYD
                  724 S Central Ave #106
                  Medford, OR 97501
                  Tel: (541) 973-2422
                  Email: ecf@boydlegal.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Merwin L. Spalding, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/orb15-61894.pdf


SPIRE CORP: Files 2014 Conflict Minerals Report
-----------------------------------------------
Spire Corporation filed with the Securities and Exchange Commission
its conflict minerals report for the year ended
Dec. 31, 2014, to comply with Rule 13p-1 under the Securities
Exchange Act of 1934.

The SEC adopted a rule mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act to require companies to publicly
disclose their use of conflict minerals that originated in the
Democratic Republic of the Congo or an adjoining country.
The specified minerals are gold, columbite-tantalite (coltan),
cassiterite and wolframite, including their derivatives, which are
limited to tantalum, tin and tungsten.  

The "Covered Countries" for purposes of the Rule are the Democratic
Republic of the Congo, the Republic of the Congo, the Central
African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania,
Zambia and Angola.

The Company does not engage in the actual mining of tin, tantalum,
tungsten or gold, does not make purchases of raw ore or unrefined
Conflict Minerals from mines, and is many steps removed in the
supply chain from the mining and refining of the Conflict Minerals
contained in its products.  The Company purchases the materials
used in its products from a large network of suppliers, who may
contribute necessary Conflict Minerals to its products.

In accordance with its policy on responsible supply chain sourcing
of Conflict Minerals, Spire will continue to make reasonable
efforts to ascertain whether its products and processes incorporate
any Conflict Minerals.  Those efforts are expected to include
making annual Conflict Minerals inquiries of its applicable supply
chain.  To the extent that any of its vendors have been unable to
make a definitive determination of the presence of necessary
Conflict Minerals in the materials supplied to the Company due to
their incomplete due diligence, Spire will renew inquiries with
such vendors to ascertain whether their further due diligence has
yielded definitive information.

A copy of the Report is available for free at:

                        http://is.gd/G5Whjx

                          About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed
$9.73 million in total assets, $15.6 million in total liabilities,
and a $5.87 million total stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.


STATE FISH: Ch. 11 Trustee Can Hire Avant Advisory as Consultant
----------------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy for the Central
District of California authorized R. Todd Neilson, the trustee for
the Chapter 11 cases of State Fish Co., Inc. and Calpack Foods,
LLC, to employ Avant Advisory Partners LLC as his consultants nunc
pro tunc to Feb. 27, 2015.

The firm is expected to:

    i) analyze the operations, capital structure, financial
condition, projection, and prospects of the Debtors' businesses;

   ii) identify business and restructuring opportunities and
executing those opportunities when possible;

  iii) prepare historical and current financial documents;

   iv) coordinate with the Trustee's counsel and financial advisors
as needed;

    v) evaluate the need and options for postpetition financing
and, as appropriate, completing such financing,

   vi) prepare budgets, including for the use of cash collateral;
and

  vii) provide other assistance as required by the Trustee and his
professionals in these cases and consultants hereby agree to do
so.

The firm's consultants and their hourly rates:

       Michael M. Ozawa        $495
       Robert E. Bates         $295

Michael M. Ozawa, managing director of the firm, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

Mr. Ozawa can be reached at:

       Michael M. Ozawa
       Managing Director
       Avant Advisory Partners LLC
       601 South Figueroa Street, Suite 4050
       Los Angeles, CA 90017
       Tel: 213.943.1308 (Office)
       Cel: 213.705.9339
       Email: MOzawa@AvantAdvisory.com

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

R. Todd Neilson was appointed as Chapter 11 trustee effective as of
Feb. 27, 2015.


STATE FISH: Kathryn Tyler Okayed as IP Counsel to Ch.11 Trustee
---------------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy of the Central
District of California authorized R. Todd Neilson, the Chapter 11
trustee for the Chapter 11 cases of State Fish Co., Inc. and
Calpack Foods, LLC, to employ Law Offices of Kathryn A. Tyler as
his intellectual property counsel.

The firm is expected to:

   1) maintain the Debtors' domestic and foreign trademark
applications and registration so as to ensure that intellectual
properties of the Debtors are not abandoned;

   2) handle related intellectual property matters; and

   3) perform other general legal services in connection with the
Debtors' interests in intellectual property as necessary to
preserve value for the estates.

The Chapter 11 trustee said the Law Offices of Kathryn A. Tyler
will charge the estates for the reasonable value of legal services
rendered in accordance with Ms. Tyler's hourly rate for these
matters at the time of services rendered.  Ms. Tyler's current
hourly rate is $250.

The firm will provide monthly invoices of fees and expenses to the
trustee.  The trustee said it seeks authority pursuant to the
application to pay these invoices on a monthly basis in the
ordinary course of business, without the need for further
application to the Court; provided that if the firm seeks
compensation in this case for any given month in excess of the
monthly cap as listed below, it will be required to file fee
applications for the fees and expenses in excess of such monthly
cap amount.  The monthly caps, which have been determined in light
of submission requirements in respect of the Debtors' upcoming
trademark filing deadlines, are proposed as
follows:

      Month Fee       Cap
      ---------       ---
      March, 2015     $922.50
      April, 2015     $4,200.00
      May, 2015       $0.00
      June, 2015      $0.00
      July, 2015      $7,000.00
      October, 2015   $900.00
      November, 2015  $1,700.00

Kathryn A. Tyler, solo practitioner at the firm, assured the Court
that her firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

Ms. Tyler can be reached at:

      Kathryn A. Tyler
      Law Offices of Kathryn A. Tyler
      931 Alta Vista Drive
      Altadena, CA 91001
      Tel: 626 296 9601
      Fax: 626 296 0475
      Email: ktyler931@gmail.com

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

R. Todd Neilson has been appointed as Chapter 11 trustee effective
as of Feb. 27, 2015.


T-L BRYWOOD: Says RCG Plan Unconfirmable
----------------------------------------
T-L Brywood LLC is asking the United States Bankruptcy Court
Northern District of Indiana to reject the Disclosure Statement
submitted by RCG-KC Brywood, LLC, because it's explaining a
proposed plan that's unconfirmable.

"RCG's Disclosure Statement, which is intended to relate to a First
Amended Plan of Reorganization filed by RCG, is unconfirmable under
Section 1129 of the Bankruptcy Code and is fraught with so many
errors, inaccuracies, insufficiencies and incompleteness so as to
render it inadequate within the meaning of Section 1125(a) of the
Bankruptcy Code," David K. Welch, counsel to the Debtor, argues.

Mr. Welch avers that several bases exist in the present case that
establish that the RCG Plan is unconfirmable:

   * The RCG Plan unfairly discriminates against Class 7 Insider
Claims.  The RCG Plan provides that Class 4 General Unsecured
Claims will receive 100% of their Claims.  It is unclear what Class
7 Insider Claims will receive, although there is a suggestion that
Class 7 claimants may receive 50% of their Claims after other
creditors are paid.  There is no explanation as to why Insider
Claims are being paid less than the 100% being paid to other
Unsecured Creditors after payment of such other Unsecured
Creditors, or why such Insider Claims are not entitled to vote.

   * RCG mischaracterizes the voting issues relating to insiders.
There is no prohibition which would restrict counting insider
votes, whether affirmative or negative, except for the prohibition
of Section 1129(a)(10) of the Bankruptcy Code.

   * The RCG Plan furthers an improper ulterior motive.  The RCG
Plan was filed in bad faith as RCG is a creditor who obtained its
status by purchasing a secured mortgage note from The Private Bank
after the filing of this Chapter 11 case for the purpose of
acquiring ownership and control of the Debtor and the Debtor's
property, an ulterior motive to its status as a creditor.

   * The RCG Plan Unfairly Treats RCG's Claims to the Detriment of
Other Creditors.  Under the RCG Plan, on account of its Secured
Claim, RCG is to be paid $8,350,000 plus interest at the contract
rate.  Section 1.50 of the RCG Plan defines the Reorganized
Debtor as a "limited liability company newly formed under the laws
of the State of Delaware and to be owned one hundred percent (100%)
by RCG."  So, RCG will effectively own the Property AND pay itself
$8,350,000 plus interest. RCG gets its Secured Claim paid and has
the benefits of ownership of its own collateral -- all while some
selective creditor groups (Classes 6 and 7) are paid less than what
such creditors are owed.

The Debtor has filed a First Amended Joint Plan of Reorganization
and supporting First Amended Joint Disclosure Statement together
with four related debtors.  The Court has entered Orders suspending
proceedings with respect to hearings on approval of the Debtor's
Disclosure Statement and confirmation of the Debtor's Plan.

Mr. Welch contends that creditors should be provided with the
opportunity to assess both the RCG Plan and the Debtor's Plan and
vote on both.  Moreover, the Debtor, according to Mr. Welch, should
be provided with the opportunity to have the Court determine the
preferences of creditors and equity security holders with respect
to these competing Plans while exercising its discretion to decide
which Plan to confirm.

The Debtor's attorneys can be reached at:

         David K. Welch, Esq.
         Arthur G. Simon, Esq.
         Jeffrey C. Dan, Esq.
         Brian P. Welch, Esq.
         CRANE, HEYMAN, SIMON, WELCH & CLAR
         135 South LaSalle Street, Suite 3705
         Chicago, IL 60603
         Tel: (312) 641-6777
         Fax: (312) 641-7114

                           The RCG Plan

As reported in the May 7, 2015 edition of the TCR, RCG-KC Brywood,
an entity formed by RCG Ventures Distressed Real Estate Opportunity
Fund, LP, has filed a plan that provides for the reorganization of
the Debtor through, among other things, a substantial cash infusion
from RCG, the Debtor's largest secured creditor and its prepetition
lender, in exchange for a cancellation of all current Equity
Interests in the Debtor and the issuance of shares in the
Reorganized Debtor in favor of RCG.  RCG, as proponent of the RCG
Plan, believes that the RCG Plan provides better treatment for
creditors of the Debtor than would be obtained either in a
liquidation or approval of the Debtors' First Amended Joint Plan of
Reorganization (the "Debtors' Plan").

Because RCG has agreed to make substantial payments to all
stakeholders -- other than existing equity -- the Plan provides
greater and quicker distributions of available cash to unsecured
creditors of the Debtor than creditors would receive in either a
liquidation of the Debtor or consummation of the Debtors' Plan. In
addition, RCG has agreed, in accordance with the RCG Plan, to
convert its unsecured deficiency claim to equity in the Reorganized
Debtor.

The RCG Plan offers to treat claims and interests as follows:

  -- The Class 1 RCG Secured Claim of $8.35 million will be paid in
full 5 years after the Effective Date.  The class is impaired.
Projected recovery: 100%

  -- The Class 2 RCG Unsecured Deficiency Claim estimated at $3.91
million will be converted to 100% of the new equity interests in
the Reorganized Debtor.  The class is impaired.  Projected
recovery: 12.79%

  -- The holder of the Class 3 Jackson County Secured Claim of
$85,000 will receive cash equal to the unpaid portion of the claim.
The class is unimpaired.  Projected recovery: 100%

  -- Holders of Class 4 General Unsecured Claims totaling $135,000
will receive cash equal to the unpaid portion of the face value of
the general unsecured claims.   The class is impaired.  Projected
recovery: 100%

  -- The holder of the Class 5 Planet Fitness Claim totaling
$200,000 will receive rent reduction of $200,000 to be divided into
12 monthly installment credits against rent obligations.  The class
is impaired.  Projected recovery: 100%

  -- The holders of the Class 6 Mesirow Note Claim of $1 million
will receive $600,000 in cash on the effective date of the Plan.
The class is impaired.  Projected recovery: 60%

  -- The holders of Class 7 insider claims totaling $1 million will
receive new notes in an amount equal to 50% of the allowed insider
claims.  The class is impaired.  Projected recovery: 50%

  -- Holders of Class 8 equity interests won't receive any
distributions.  The class is impaired.  Projected recovery: 0%

All impaired classes -- other than the holders of insider claims
and the equity holders -- are entitled to vote to accept or reject
the Plan.  Holders of equity interests are deemed to reject the
Plan as they won't be receiving anything.  Pursuant to Section
1129(a)(10) of the Bankruptcy Code, acceptances of the Plan by
insiders are not considered in determining whether a class of
Claims has accepted the Plan and, accordingly, holders of Class 7
Insider Claims will not be solicited for acceptances of the Plan.

A copy of the RCG Disclosure Statement filed April 3, 2015, is
available for free at:

    http://bankrupt.com/misc/T-L_Brywood_DS_RCG.pdf

A copy of the RCG Plan, as amended April 14, 2015, is available for
free at:

    http://bankrupt.com/misc/T-L_Brywood_1st_Am_Plan_RCG.pdf

RCG-KC Brywood's attorneys can be reached at:

         David J. Fischer, Esq.
         Phillip W. Nelson, Esq.
         Yeny C. Estrada, Esq.
         LOCKE LORD LLP
         111 South Wacker Drive
         Chicago, IL 60606
         Telephone: 312-201-2000
         Facsimile: 312-201-2555
         E-mail: david.fischer@lockelord.com
                 phillip.nelson@lockelord.com
                 yeny.estrada@lockelord.com

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  The case was transferred to
the U.S. Bankruptcy Court for the Northern District of Indiana
(Case. 13-21804) on May 14, 2013.  The petition was signed by
Richard Dube, president of Tri-Land Properties, Inc., manager.
Judge Donald R. Cassling oversees the case.

T-L Brywood owns and operates a commercial shopping center known as
the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas
City, Missouri.  The property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor disclosed total assets of $16.7 million and total
liabilities of $14.0 million in its schedules.  

The Debtor is represented by David K. Welch, Esq., Arthur G.
Simon,
Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch &
Clar, in Chicago.

The Debtor and creditor RCG-KC Brywood, LLC, have filed competing
plans in the Chapter 11 case.


TAMPA WAREHOUSE: Must Comply With Confirmed Plan, Court Rules
-------------------------------------------------------------
Judge Laura T. Beyer granted a motion by Regions Bank to compel
Tampa Warehouse, LLC, and its principal Fred D. Godley to comply
with the terms of the confirmed Chapter 11 plan as to
post-conveyance rents.

As a result of a lending relationship, the Debtor owed the Bank
$18,129,179 as of Dec. 5, 2013, with the debt secured by a mortgage
lien and security interest encumbering land and improvements
located at 6422 Harney Road, Tampa, Florida.

On Aug. 29, 2014, the Debtor and the Bank jointly filed a Plan of
Reorganization for the Debtor and on Sept. 30, 2014, won
confirmation of the Plan.  The Plan Order provided for a series of
material benchmark dates by which the Debtor was to fulfill certain
conditions in order to maintain compliance with the Confirmed
Plan.

In its Motion to Compel, Regions Bank said the failure of the
Debtor to remain in compliance with benchmark performance
requirements would entitle the Bank to record a deed to the
Collateral that was to be executed and held in escrow by the Bank's
counsel.  The Debtor failed to provide a binding contract for sale
of the Real Property by Dec. 15, 2014.  On Dec. 17, 2014, the Bank
confirmed the Debtor's default and reserved all rights under the
Confirmed Plan, including recordation of the Deed.

On Dec. 23, 2014, the Debtor filed a motion seeking to extend
certain deadlines under the Confirmed Plan.  The Bank filed its
objection to the same on Dec. 24, 2014.  By order dated Jan. 16,
2015, the Court denied the motion, and sustained the bank's
objection.  On Jan. 20, 2015 (the "Conveyance Date"), and after
entry of the Modification Denial Order, the Bank recorded the Deed
in the Public Records of Hillsborough County, Florida.  The Bank
notes in these regards that the Deed conveys all of the Collateral
to LMIW II ("Grantee"), a special purpose entity owned and
controlled by the Bank.

Following the recording of the Deed, the Bank and the Debtor have
endeavored with their counsel to account for Rents --
Post-Conveyance Rents -- coming into possession of the Debtor after
confirmation of the Confirmed Plan but never being deposited into
the Debtor's debtor-in-possession account maintained at the Bank.

The Bank reviewed five months of monthly operating reports for the
Debtor covering the period from Aug. 1 through Dec. 31, 2014, all
filed on Jan. 14, 2015; however, no report is filed for January
2015, and there has been no other satisfactory accounting by the
Debtor for the Post-Conveyance Rents.  The Bank has likewise
reviewed records for the DIP Account, and is unable to locate the
Post-Conveyance Rents within the accounts of the Bank.

Accordingly, the Bank asked the Court to enter an order that (a)
provides comfort to the Debtor, the Principal, their lawyers, and
their agents that the Debtor and its Principal will not be exposed
to risk of liability going forward, and (b) provides for the
Post-Conveyance Rents to be received by either the Bank or the
Grantee, depending upon how the Court and the Parties construe the
Confirmed Plan.

The Court held a hearing on the Motion to Compel on April 29,
2015.

According to the Court's May 1 order, the Bank and the Debtor
agreed upon these facts:

   1. A fund of $130,333 (the "Administrative Fees Carve Out")
remains segregated in the trust account of the Debtor's counsel of
record herein.  The Debtor and the Bank agree that they have
conflicting claims regarding disposition of this sum, based in part
upon the fact that this reorganization has not yet been concluded.
Accordingly, the Debtor and the Bank have agreed to identify this
issue of record but not seek adjudication of this controversy at
this time.

   2. The sum of $52,000 (the "Utility Deposit") was wire
transferred to the Bank prior to the hearing on the Compliance
Motion, based in part upon the fact that the Bank has established
that it has funded a new security deposit with the applicable
utility.

   3. The sum of $159,264 (the "Residual Rents") remains segregated
in an account of the Debtor, and represents the proceeds of rents
collected during the month that the Bank recorded a deed to the
primary asset of the Debtor during the reorganization.

   4. The remaining operating obligations for which the Debtor may
have potential liability (the "Residual Liabilities"), dating to
the month during which the Residual Rents were collected, will in
no event exceed $20,000, and can be identified and paid to proper
parties (e.g. TECO, Florida Department of Revenue, the City of
Tampa, Henderson Development).

   5. The Debtor owes $6,500 in quarterly fees for the fourth
quarter of 2014, and owes an undetermined sum for the first quarter
of 2015, although this sum is due as well, and should by now have
been computed and paid by the Debtor.

Judge Beyer has granted the Compliance Motion to the extent set
forth:

  -- The Utility Deposit is deemed to have been properly
transferred to the Bank.

  -- Of the Residual Rents, the Debtor is authorized and directed
to wire transfer $139,264 (the "Net Rents") to the Bank upon entry
of this Order, reserving the remaining $20,000 (the "Retained
Rents") to satisfy the Residual Liabilities.

  -- The Debtor is authorized and directed to identify and pay the
Residual Liabilities, and remit any remaining Residual Rents to the
Bank in the same manner as it has transferred the Utility Deposit
and will transfer the Net Rents.

  -- The Court having noted that the Debtor and the Bank have
different perspectives regarding the Administrative Fees Carve Out,
this Order will have no impact on the claims and defenses of the
parties relating to the same.  The Debtor is authorized and
directed to fund quarterly fees for fourth quarter 2014 and first
quarter 2015 from the Administrative Fee Carve Out.

Regions Bank is represented by:

         Jimmy R. Summerlin, Jr. Esq.
         YOUNG, MORPHIS, BACH & TAYLOR, L.L.P.
         P.O. Drawer 2428
         Hickory, NC 28603
         Telephone: 828/322-4663
         Telecopier: 828/322-2023

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on December 5,
2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

Judge Laura T. Beyer oversees the case.  The Debtor is represented
by represented by Joshua B Farmer, Esq., at Tomblin, Farmer &
Morris, PLLC, in Rutherfordton, North Carolina.  Michael R. Nash,
CPA, PLLC, serves as accountants.

The Bankruptcy Administrator said in December that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
case.

Jimmy R. Summerlin, Jr., Esq., at Young, Morphis, Bach & Taylor,
LLP, represents lender Regions Bank.

In September 2014, Judge Laura T. Beyer approved the Joint Plan of
Reorganization co-proposed by debtor Tampa Warehouse, LLC and its
secured creditor Regions Bank.  Under the Plan, Regions' claim will
be allowed as filed, as a fully secured claim, in the amount of
$17,776,926 as of August 26, 2014.  General unsecured claims of
non-insider creditors are to be paid 100% of the allowed claim upon
confirmation.


TELKONET INC: Incurs $744K Net Loss in First Quarter
----------------------------------------------------
Telkonet, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $744,000 on $2.57 million of revenues for the three
months ended Mar. 31, 2015, compared with a net loss of $480,000 on
$335,000 of revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $9.77 million
in total assets, $6.03 million in total liabilities, and
stockholders' equity of $3.74 million.

The Company reported a net loss of $744,000 for the three months
ended March 31, 2015 and has an accumulated deficit of $123 million
and total current liabilities in excess of current assets of
$1.11 million as of March 31, 2015.  The Company's ability to
continue as a going concern is subject to our ability to
consistently generate a profit and positive operating cash flows
and/or obtain necessary funding from outside sources, including by
the sale of securities or assets, or obtaining loans from financial
institutions, where possible.

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

                        http://is.gd/MwfuoO

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet reported a net loss attributable to common stockholders
of
$95,400 in 2014 following a net loss attributable to common
stockholders of $4.9 million in 2013.  As of Dec. 31, 2014,
Telkonet had $10.8 million in total assets, $4.98 million in total
liabilities, $1.3 million in redeemable preferred stock, and $4.49
million in total stockholders' equity.

BDO USA, LLP, in Milwaukee, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
year
ended Dec. 31, 2014, citing that the Company has a history of
losses from operations, a working capital deficiency, and an
accumulated deficit of $121,906,017 that raise substantial doubt
about its ability to continue as a going concern.



TENET HEALTHCARE: Expects Up to $160M Impairment Charge in Q2
-------------------------------------------------------------
Tenet Healthcare Corporation entered into a definitive agreement to
sell its Saint Louis University Hospital to Saint Louis University
on May 31, 2015.  The transaction is subject to customary
regulatory approvals and other closing conditions and is expected
to be completed in the third quarter of 2015.

In connection therewith, the Company concluded that it expects to
record an estimated non-cash impairment charge of $150 million to
$160 million pre-tax ($95 million to 100 million after-tax) within
continuing operations in the quarter ended June 30, 2015.  The
impairment-related charge is not currently expected to result in
material future cash expenditures.

                            About Tenet

Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a
national, diversified healthcare services company with 110,000
employees united around a common mission: to help people live
happier, healthier lives.  The company operates 80 hospitals, 214
outpatient centers, six health plans and Conifer Health Solutions,
a leading provider of healthcare business process services in the
areas of revenue cycle management, value based care and patient
communications.

Tenet Healthcare reported net income attributable to the Company's
shareholders of $12 million for the year ended Dec. 31, 2014,
compared to a net loss attributable to the Company's shareholders
of $134 million during the prior year.

As of March 31, 2015, the Company had $18.42 billion in total
assets, $17.2 billion in total liabilities, $208 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries and $972 million in total equity.

                         *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit
rating from Standard & Poor's Ratings Services and 'B1' Corporate
Family Rating from Moody's Investors Service.


TENET HEALTHCARE: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on acute-care hospital operator Tenet Healthcare
Corp.  The rating outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level and '1'
recovery rating to the company's proposed $500 million senior
secured notes.  S&P also raised the issue-level ratings on the
existing secured debt to 'BB-' from 'B+' based on a revision in the
recovery rating to '1' from '2'.  The '1' recovery rating indicates
expectations of very high (90% to 100% range) recovery on this debt
in the event of payment default.

S&P revised the recovery rating of this debt because it now expects
the company's enterprise value in a distressed scenario will be
higher based on the additional income and diversity from its
ownership of USPI, Aspen, and its growing Conifer business.

The company also plans on issuing $1.9 billion of unsecured notes.
S&P is assigning its 'CCC+' issue-level rating and '6' recovery
rating to this debt.

The '6' recovery rating indicates S&P's expectation for negligible
(0% to 10%) recovery on this debt in the event of default.

"Although we view the business risk profile more favorably, we
expect leverage to remain above 6x and we expect discretionary cash
flow after satisfying Welsh Carson's put option will remain below
$200 million over the next 12 months," said Standard & Poor's
credit analyst Tulip Lim.  Welsh Carson is required to put a
minimum of 12.5% of its remaining stake in USPI beginning on Jan.
1, 2016.  S&P expects Tenet will satisfy the put in cash, even
though it has the option to settle it in stock, and S&P views this
to be similar to a debt-like obligation.

"We revised the business risk score to "fair" from "weak".  In our
opinion, the USPI transaction increases the company's diversity by
reducing the company's dependence on inpatient services, improves
the payor mix, and increases margins.  USPI operates ambulatory
surgery centers (ASCs) and surgical hospitals.  USPI had a lower
rate of government reimbursement compared with Tenet.  Further,
surgical procedures performed in an ASC are reimbursed at a much
lower rate than outpatient procedures performed at a hospital.  We
believe this mitigates reimbursement risk for ASCs.  However,
certain procedures (predominately in pain management and
gastroenterology) performed in an ASC can be performed in physician
practices, which are reimbursed at a lower rate than ASCs.  USPI
derives about 25% of its revenues from the specialties.  USPI's
margins were higher than Tenet because of its high concentration in
high margin orthopedic procedures, its lower percentage of revenue
coming from government payors, and its focus on developing leading
positions in its markets," S&P said.

The stable outlook reflects S&P's expectation the reimbursement
will remain steady in the near term, that volumes will grow, and
the company will continue to experience improvements in payor mix
as a result of the Affordable Care Act.  It also reflects S&P's
expectation that margins will expand.

S&P could consider lowering the rating if the company's
discretionary cash flow deficits (after Welsh Carson's minimum put)
widened and S&P expected persistent deficits.  This could occur if
organic revenue declines and margins drop 200 basis points or more.
Factors which could contribute to such a scenario include a
meaningful reimbursement cut, declines in admissions, and
integrations problems with USPI or Vanguard.

S&P could consider raising the rating if the company's
discretionary cash flow after Welsh Carson's minimum put exceeds
$200 million.  This could occur if revenue grows at a high single
digit pace and margins expand by 100 basis points more than S&P
expects.



TERRI L. STEFFEN: Court Affirms Default Judgment for US Govt
------------------------------------------------------------
District Judge Steven D. Merryday affirmed the bankruptcy court's
default judgment in favor of the United States and against Terri L.
Steffen in the case captioned IN RE TERRI L. STEFFEN TERRI L.
STEFFEN, Appellant, v. USA, Appellee, CASE NOS. 8:1-BK-9988-MGW,
8:8-AP-139-MGW, 8:14-CV-416-T-23 (M.D. Fla., Tampa Div.).

After Steffen refused to testify at a second deposition, the
bankruptcy court sanctioned her for the third time by entering a
default judgment in favor of the United States and against her.
Steffen appealed the third sanction, labeling it a "criminal
contempt sanction," and arguing that the bankruptcy court exceeded
its authority and abused its discretion.  She also appealed an
order denying her motion to continue the hearing on the third
sanction and the order granting a motion to withdraw as counsel.

In affirming the bankruptcy court, Judge Merryday held that the
bankruptcy judge entered a default judgment in favor of the United
States and against Steffen not to "vindicate the authority of the
court" but to "enforce compliance" for the benefit of the United
States.  In sum, the bankruptcy judge imposed a civil sanction
under Rule 37.  Like a dismissal, "the extreme sanction was
appropriate in this case by reason of Steffen's 'flagrant bad
faith' and her counsel's "callous disregard" of their
responsibilities.

A copy of the May 7, 2015 order is available at http://is.gd/mKBizi
from Leagle.com.

Terri L. Steffen, Appellant, Pro Se.

USA, Appellee, represented by Mary Apostolakos Hervey, US
Department of Justice.

Douglas N. Menchise, Trustee, represented by Douglas N. Menchise,
Douglas N. Menchise, PA, Michael C. Markham -- MikeM@jpfirm.com --
Johnson, Pope, Bokor, Ruppel & Burns, LLP, Seth P. Traub --
straub@slk-law.com -- Shumaker, Loop & Kendrick, LLP & Steven M.
Berman -- sberman@slk-law.com -- Shumaker, Loop & Kendrick, LLP.

On May 29, 2001, Terri L. Steffen petitioned (Bankr. M.D. Fla. Case
No. 01-bk-9988) for bankruptcy.

On March 18, 2008, the United States initiated an adversary
proceeding against Steffen (1) alleging that, "[d]uring the course
of the Chapter 11 bankruptcy case, [Steffen] transferred property
of the estate with the intent to hinder, delay, or defraud
creditors" and (2) requesting that the bankruptcy judge "deny entry
of a discharge in [the] bankruptcy case."


TOPS HOLDING: Prices Senior Secured Notes
-----------------------------------------
Tops Holding LLC and Tops Markets II Corporation have priced their
$560 million in aggregate principal amount of 8.000% senior secured
notes due 2022.  

The net proceeds from this offering, together with cash on hand and
borrowings under the Company's asset based revolving credit
facility, are expected to be used to repurchase any and all of the
Issuers' and Tops Markets, LLC's existing $460 million senior
secured notes due 2017 tendered pursuant to the previously
announced tender offer by the Issuers and Tops Markets, LLC and up
to $60 million senior notes due 2018 tendered pursuant to the
previously announced tender offer by Tops Holding II Corporation.

The Senior Secured Notes have not and will not be registered under
the Securities Act of 1933, as amended, or applicable state
securities laws and may not be offered or sold in the United States
absent registration under the Securities Act, such state securities
laws or applicable exemptions from the registration requirements
under the Securities Act or such state securities laws.

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on May 10, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on the
Buffalo, N.Y.-based Tops Holding Corp. to 'B' from 'B+'.  "The
ratings on Tops reflect our view of the company's financial
risk profile as "highly leveraged", and we base our assessment on
our forecast of credit ratios, which incorporate the increased
debt, moderate profit growth, and some improvement in credit
ratios in the next year," said credit analyst Charles Pinson-Rose.


UNI-PIXEL INC: Names Jalil Shaikh as Chief Operating Officer
------------------------------------------------------------
UniPixel, Inc., has appointed Jalil Shaikh as chief operating
officer, effective May 16, 2015.

As compensation for his services, Mr. Shaikh will receive a base
salary of $300,000 per year.  He is also eligible to receive a
bonus of up to 75% of his base salary, as approved by the Company's
Board of Directors, is eligible to receive equity incentive grants,
as approved by the Company's Board of Directors, and is eligible to
participate in the employee benefit plans currently maintained by
the Company.  Mr. Shaikh’s employment is at-will.

Shaikh brings to the position more than 25 years of executive
management experience with several private and publicly traded
technology companies in the touch sensor, semiconductor and
software industry.

"Jalil's extraordinary background and career achievements, which
includes developing the touch sensor technology XSense and
commercializing it with Tier-1 PC OEM customers, made him the ideal
candidate for the position," said UniPixel's President and CEO,
Jeff Hawthorne.  "Jalil's senior level experience, particularly as
a VP and GM of Atmel, will play an essential role as we continue to
apply and integrate our manufacturing and material science
technology with our recently acquired XSense touch sensor assets."

Shaikh commented: "As we continue to meet key milestones and
deliver one of the thinnest, lightest and fastest touch sensors to
the market, we expect the integration that is currently underway of
XSense with the UniPixel technologies will lower production costs
and increase manufacturing capacity."

As a VP and GM of Atmel, Shaikh launched the touch materials
business unit focused on capacitive touch sensor technology using
copper, designed as a superior alternative to ITO-based sensors. He
assembled and led the team that brought the XSense touch technology
from concept to revenue within 18 months.  He was responsible for
manufacturing the new metal mesh touch sensor, including setting up
a fabrication facility in Colorado Springs. He also successfully
marketed the technology by establishing partnerships around the
world with major customers.

Prior to Atmel, Shaikh was the CEO and board member of Ranch Energy
Systems, a privately held alternative energy company where he was
responsible for strategy, sales and marketing, and establishing
supply chain and sales channels.

Earlier in his career, he served as CEO and board member of
Validity Sensors (sold to Synaptics), where he was responsible for
the commercialization of the company's finger print reader
technology.  Prior to Validity Sensors, he served as a VP and GM at
Broadcom. Leading up to its acquisition by Broadcom, he served as
CEO of Zeevo, a provider of semiconductor and software solutions
for Bluetooth wireless headset products.  Before Zeevo, he served
as SVP of operations at Silicon Image and a director of operations
at Trident Microsystems.  Shaikh holds a Master of Science in
Electrical Engineering from Rutgers University and an MBA from the
University of Phoenix.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company       

delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $25.7 million in 2014, a net loss
of $15.2 million in 2013 and a net loss of $9.01 million in 2012.

As of March 31, 2015, Uni-Pixel had $30.4 million in total assets,
$7.69 million in total liabilities and $22.7 million in total
shareholders' equity.


USA SYNTHETIC: Has Bankruptcy Court Okay to Sell Assets
-------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware entered on June 1, 2015, an order approving
the sale of USA Synthetic Fuel Corporation, et al.'s assets outside
the ordinary course of business, authorizing the sale of the assets
free and clear of all liens, claims, encumbrances and interests and
approving the stalking horse agreement with purchaser American
Future Fuels Corporation and the assignor, Third Eye Capital
Corporation.

A copy of the order is available for free at http://is.gd/jWRE9w

On March 17, 2015, the Debtors filed a motion for court
authorization of: (i) procedures in connection with the sale of
certain of the Debtors' assets; (ii) Debtors' asset purchase
agreement; and (iii) payment of stalking horse protections, among
others.  The Debtors sought approval of, among other things,
procedures for the solicitation of offers for the Debtors' assets
higher and better than that contained in the stalking horse
agreement and an auction process.

The stalking horse agreement ultimately provides for the sale of
the bid assets to the stalking horse bidder for a purchase price
of: (a) $15 million less any amounts required to be withheld under
applicable law, plus (b) the assumption of assumed liabilities,
including payment of all cure amounts in accordance with the terms
of the sale order.  The buyer will surrender and release a portion
of the DIP loan, a portion of note obligations, a portion of break
up fee and a portion of the expense reimbursement and credit the
sellers with the satisfaction of the same, in the amount of $15
million in order to satisfy payment of the purchase price to be
paid at closing.

The city of Lima, Ohio, which conveyed certain real property in
Allen County, Ohio, to Lima Energy by deed recorded in Official
Record Book 2012, said in an court filing dated April 3, 2015, that
it doesn't object to the entry of the bidding procedures order, but
reserves all of its rights to object to entry of any order
approving the sale of the Debtors' assets and the assumption,
assumption and assignment or rejection of executory contracts and
unexpired leases.

On April 6, 2015, Global Energy, Inc. -- an entity run by Harry H.
Graves, the former executive chairman of Debtor USASF and the
former chairman of USASF's board of directors, among other
positions with the Debtors -- filed an objection to the Debtors'
sale motion in order to preserve its rights under various contracts
it has with Lima Energy and USA Synthetic Fuel.  GEI complained
that the asset purchase agreement made no mention of certain key
contracts, obligations and rights of GEI.  A copy of GEI's
objection is available for free at http://is.gd/ZzkBiL

The Debtors responded to the GEI's objection on April 10, 2015,
saying that GEI's objection is based on erroneous belief that the
bid procedures require bidders to bid on all of the Debtors'
assets.  According to the Debtors, GEI's "other two objections are
properly characterized as objections to the sale of the Debtors'
assets pursuant to the asset purchase agreement and are, therefore,
premature because the Debtors are not requesting authority to sell
any assets at this time."  A copy of the response to the objection
is available for free at:

                        http://is.gd/KfPpxr

On April 16, 2015, the Court entered an order approving the bidding
procedures set forth in the sale motion.  As reported by the
Troubled Company Reporter on April 23, 2015, the Court approved the
bidding procedures for the sale of assets proposed by USA Synthetic
Fuel Corporation.  The Debtor named Eye Capital Corporation as
"stalking horse bidder" for its assets.  An an auction was set for
May 14, 2015.  A copy of the approved bidding procedures is
available for free at http://is.gd/iU0na5

On May 13, 2015, the Debtors filed with the Court their second
agreement and stipulation with the City and the Assignor to extend
to May 14, 2015, the deadline for the City to object to the
Debtors' sale motion.  The City and the Assignor had been in talks
to resolve the City's objections to the sale motion
extrajudicially.  The two parties first filed on May 8, 2015, an
agreement and stipulation extending the objection deadline to May
13, 2015, from May 11, 2015.  A copy of the first amendment and
assumption of asset purchase agreement dated May 29, 2015, is
available for free at http://is.gd/UNZKfw

Jeffrey D. Henderson, senior vice president at Asgaard Capital,
which the Debtors hired to act as investment banker to the Debtors
regarding a sale of all or substantially all of the Debtors'
assets, said in a court filing dated June 1, 2015, that the Debtors
received no competing bids for the bid assets.

The Assignor is represented by:

      Skadden, Arps, Slate, Meagher & Flom LLP
      Shana A. Elberg, Esq.
      4 Times Square
      New York, New York, 100036
      Tel: (212) 735-3882
      Fax: (917) 777-3882

The City is represented by:

      Cole Schotz P.C.
      Norman L. Pernick, Esq.
      Patrick J. Reilley, Esq.
      500 Delaware Avenue, Suite 1410
      Wilmington, Delaware 19801
      Tel: (302) 652-3131
      Fax: (302) 574-2104
      E-mail: npernick@coleschotz.com
              preilley@coleschotz.com

                  and           

      Frost Brown Todd LLC
      Ronald E. Gold, Esq.
      Douglas L. Lutz, Esq.
      3300 Great American Tower
      301 East Fourth Street
      Cincinnati, OH 45202
      Tel: (513) 651-6800
      Fax: (513) 651-6981
      E-mail: rgold@fbtlaw.com
              dlutz@fbtlaw.com

                      About USA Synthetic Fuel

Based in Lima, Ohio, USA Synthetic Fuel Corporation is an
environmentally focused, development stage energy company pursuing
low-cost, clean energy solutions through the deployment of Ultra
Clean Btu Converter technology.  Ultra Clean Btu Converter
technology is a process that cost-effectively converts lower-value
solid hydrocarbons, such as coal, into higher-value energy
products, such as Ultra Clean Synthetic Crude, which can be
refined into a variety of fuels, such as diesel, jet, and
gasoline.

USA Synthetic and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17,
2015.  The petitions were signed by Dr. Steven C. Vick as chief
executive officer.  The Debtors disclosed total assets of $7.9
million and total debts of $99.3 million.

Morris, Nichols, Arsht & Tunnell, represents the Debtors as
counsel.  Asgaard Capital LLC acts as the Debtors' investment
banker.  R2B Group, LLC serves as the Debtors' interim chief
financial officer provider.

The U.S. trustee wasn't able to form a committee to represent the
Debtors' unsecured creditors due to insufficient interest.


USELL.COM INC: Incurs $1.47-Mil. Net Loss in Q2 Ended March 31
--------------------------------------------------------------
usell.com, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.47 million on $2.14 million of revenues
for the three months ended Mar. 31, 2015, compared with a net loss
of $2.85 million on $1.01 million of revenue for the same period
last year.

The Company's balance sheet at Mar. 31, 2015, showed $2.4 million
in total assets, $1.07 million in total liabilities, and
stockholders' equity of $1.34 million.

The Company had a net loss of approximately $1.47 million and net
cash and cash equivalents used in operations of approximately $1.11
million for the three months ended March 31, 2015.  The Company has
an accumulated deficit of approximately $53.5 million at March 31,
2015.  The Company does not yet have a history of financial
stability.  Historically, the principal source of liquidity has
been the issuance of debt and equity securities.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern, according to the regulatory filing.

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

                        http://is.gd/BHveOT

New York City-based usell.com, Inc., is a technology based company
focused on creating an online marketplace where consumers can sell
small consumer electronics that they are no longer using.



VELOCITY POOLING: Moody's Changes Outlook to Negative
-----------------------------------------------------
Moody's Investors Service changed Velocity Pooling Vehicle, LLC's
rating outlook to Negative from Stable, reflecting weaker than
anticipated operating performance since the original rating was
assigned in April 2014. The outlook change also reflects Moody's
expectation that leverage will remain outside the range of the
company's B3 Corporate Family Rating over the next 12-24 months. As
part of the action, the B3 CFR and B3-PD Probability of Default
Rating were affirmed, as well as the B3 rating on Velocity's $295
million first lien term loan due 2021 and the Caa2 rating on the
company's $85 million 2nd lien term loan due 2022.

Moody's estimates Velocity's pro-forma lease adjusted leverage is
in the mid-to-high 8 times range for the LTM period ending December
31, 2014, which is high for the B3 rating. Operating performance
was negatively impacted in 2014 by lower than anticipated sales
resulting from the company's ongoing efforts to shift sales of the
Brand Group to Tucker Rocky from third party distributors, and by
weaker topline performance in the Retail Group. In addition, EBITDA
margins weakened in 2014 due to product mix, increased SG&A, and
lower gross margins at its Kuryakyn brand.

Leverage has also increased because of higher than anticipated
borrowings on the company's revolving credit facility related to
increased capital investments and negative working capital, which
can be partially attributable to sell in activity from the Brand
Group to Tucker Rocky. Over time sell in activity may drive
synergies and result in modest margin improvement and revenue
growth. However, given the narrow focus and highly discretionary
nature of Velocity's products, and Moody's expectation for only
modest growth in the aftermarket parts and accessories end market,
the company will be challenged to bring credit metrics back in line
with the B3 rating over the next 12-24 months.

Issuer: Velocity Pooling Vehicle, LLC

  -- Corporate Family Rating, Affirmed B3

  -- Probability of Default Rating, Affirmed B3-PD

  -- $295 million Sr. Secured 1st Lien Term Loan due 2021,
     Affirmed B3

  -- $85 million Sr. Secured 2nd Lien Term Loan due 2022,
     Affirmed Caa2

  -- Outlook, Changed to Negative from Stable

Velocity's B3 CFR reflects the company's high adjusted pro-forma
leverage which Moody's estimates in the mid-to-high 8 times range
for the LTM period ending December 31, 2014. The rating also
reflects the highly discretionary nature and narrow focus of the
company's products which have proven to be sensitive to unfavorable
shifts in the economy. Operating performance over the LTM period
has been negatively impacted by weaker than anticipated sales,
lower margins, and higher borrowings on the company's $150 million
ABL revolver. As a result, leverage is high for the B3 rating.
While Moody's anticipates some improvement over the next 12-24
months driven by increased sell-in activity and synergy
recognition, the negative outlook reflects Moody's expectation that
operating performance will not improve enough to bring credit
metrics back in line with the B3 rating.

The rating is supported by Velocity's portfolio of well-known brand
names in the industry, along with the strategic benefits of a
vertically integrated company that includes manufacturing,
distribution and retail businesses. The rating is also supported by
the Velocity's multi-channel distribution system and the
expectation for adequate liquidity over the next 12-18 months.

The company had almost $7 million of cash and approximately $49
million of availability under its $150 million ABL credit facility
as of December 31, 2014. Free cash flow for the LTM period was
negative, largely driven by increased capital investments in the
business and negative working capital that was partially
attributable to sell in activity from the Brand Group to Tucker
Rocky. Over the next 12-18 months Moody's expects free cash flow
will be modestly negative in the mid-single digit range, but highly
dependent on the company's working capital spend. Moody's
anticipates the revolver balance will begin to come down in Q2 as
the company enters its peak selling season, but expects a sizable
portion to remain outstanding over the next 12-18 months as
Velocity continues to rely on the facility for seasonal working
capital and capital investments in the business. The company does
not have any maturities until the ABL expires in 2019 and Moody's
does not anticipate Velocity will trigger the springing fixed
charge coverage test of 1.0x, which is tested if availability falls
below 10% of the maximum borrowing amount or $15 million. However,
if tested Moody's would expect a cushion of at least 20% - 30%. The
term loans do not contain financial maintenance covenants.

The B3 rating assigned to Velocity's $295 million first lien term
loan facility reflects the first priority lien on substantially all
assets of the company, with the exception of the ABL priority
collateral (accounts receivable, inventory, and cash), on which it
holds a second lien. The Caa2 rating on the $85 million second lien
term loan reflects its junior position in the capital structure and
its second priority lien on the first lien term loan's assets, as
well as a third lien on the ABL collateral.

The negative outlook reflects Moody's expectation that despite
modest improvements in operating performance, credit metrics will
remain outside the parameters for the B3 rating over the next 12-24
months.

Velocity's ratings could be downgraded if debt/EBITDA is sustained
above 7.0 times, EBITA/interest remains below 1.25 times, and/or
the company's liquidity position weakens materially for any
reason.

Given the negative outlook, an upgrade in the near term is
unlikely. A higher rating would require meaningful improvements to
operating performance such that Velocity could achieve and
demonstrate the ability and willingness to maintain debt/EBITDA at
or below 5.5 times and EBITA/interest over 2.0 times. It would also
require the company to maintain a good liquidity profile.

Velocity Pooling Vehicle, LLC is the holding company created to
facilitate the merger of Ralco Holdings, Inc. (d/b/a Motorsport
Aftermarket Group) and Ed Tucker Distributor, Inc. (d/b/a Tucker
Rocky) in May of 2014. The combined entity is a wholesale
distributor, designer, manufacturer, retailer and marketer of
branded aftermarket parts, accessories and apparel for the
powersports (motorcycle and related) industry with pro-forma
revenue of about $810 million through December 31, 2014. Velocity
is primarily owned by LDI Ltd., LLC and Leonard Green & Partners.

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


VIGGLE INC: Has $20.6-Mil. Net Loss in March 31 Quarter
-------------------------------------------------------
Viggle Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $20.6 million on $5.02 million of revenues for the
three months ended March 31, 2015, compared with a net loss of
$14.1 million on $3.31 million of revenue for the same period last
year.

The Company's balance sheet at March 31, 2015, showed $70.9 million
in total assets, $54.6 million in total liabilities, and
stockholders' equity of $4.88 million.

The Company is unlikely to generate significant revenue or earnings
in the immediate or foreseeable future.  The continuation of the
Company as a going concern is dependent upon the continued
financial support from its stockholders and the ability of the
Company to obtain necessary equity or debt financing to continue
development of its business and to generate revenue.  Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed.

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

                        http://is.gd/mElfH0

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


VIPER VENTURES: Preliminary Injunction on Wells Fargo Litigation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered an order granting in part, and deferring in part, Viper
Ventures, LLC's motion to enforce the automatic stay, or in the
alternative, for preliminary injunction to extend the automatic
stay.

The Court ordered that the motion for preliminary injunction is
granted, and the remaining relief requested in the motion is
deferred for consideration until a future time upon written request
by the Debtor and adequate notice to Wells Fargo Bank, N.A.

The Court also ordered that the Wells Fargo Litigation will be
stayed in all respects, and Wells Fargo is enjoined from pursuing
the guarantors in the Wells Fargo Litigation.

As a condition for the entry of the preliminary injunction and
until the preliminary injunction is terminated, each guarantor
protected by the preliminary injunction will not transfer, conceal,
dissipate, or encumber his, her or its non-exempt assets, as the
assets existed on April 21, 2015, and were available to satisfy
such guarantor's potential obligation to Wells Fargo arising out of
the Wells Fargo Litigation, outside the ordinary course of the
guarantor's business or absent further order of the Court.

In an order dated May 12, 2015, the Debtor and Wells Fargo are
directed to mediation for possible resolution of their dispute(s).
The parties are directed to mutually select a mediator and provide
the Court the name of the agreed mediator.  The mediation will be
completed by June 15, 2015.

                       About Viper Ventures

Viper Ventures, LLC, is a Florida limited liability company that
owns 31 acres of waterfront land on Rattlesnake Point just south
of Gandy Boulevard in Tampa, Florida.

Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1,
2015.  The case is assigned to Judge Catherine Peek McEwen.

The Debtor is represented by Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida.

The Debtor disclosed $6,669,137 in assets and $16,110,224 in
liabilities as of the Chapter 11 filing.

According to the docket, the Debtor's Chapter 11 plan and
explanatory disclosure statement are due by July 30, 2015.



W3 CO: Moody's Downgrades CFR to Caa1, Outlook Negative
-------------------------------------------------------
Moody's Investors Service lowered the Corporate Family rating of W3
Co., a holding company of Total Safety U.S., Inc., to Caa1 from B3
in response to deterioration in the company's operating performance
as challenges persist in the oil and gas sector in which Total
Safety provides services. The Probability of Default rating was
lowered to Caa1-PD from B3-PD. Meanwhile, ratings on W3 Co.'s
senior secured first lien credit facility and second lien credit
facility were lowered to B3 and Caa3, respectively. The rating
outlook has been changed to negative from stable to reflect a
weakening in the company's liquidity condition.

Downgrades:

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Probability of Default Rating, Downgraded to Caa1-PD from
     B3-PD

  -- Senior Secured 1st Lien Revolving Credit Facility due 2018,
     Downgraded to B3(LGD3) from B2(LGD3)

  -- Senior Secured 1st Lien Term Loan due 2020, Downgraded to
     B3(LGD3) from B2(LGD3)

  -- Senior Secured 2nd Lien Term Loan due 2020, Downgraded to
     Caa3(LGD5) from Caa2(LGD5)

Outlook Actions:

  -- Outlook, Changed To Negative From Stable

The downgrade reflects on-going deterioration in Total Safety's
operating performance, which is expected to remain weak through
2015 despite cost control initiatives that the company has
undertaken. Total Safety's LTM March 2015 revenue of $448 million
represents less than 5% growth from FY 2013 levels, despite
contributions from acquisitions totaling $36 million in purchase
price in 2014. Most recently, the company's Q1 (ending March) 2015
revenue experienced a 9% decline, year-over-year, caused primarily
by a temporary disruption due to the United Steelworkers Union
strike, compounded by weakness in North American upstream oil and
gas business along with the adverse FX impact of the strong US
dollar. Operating margins have weakened over this period, while
debt levels remained elevated. Total debt of $493 million
(including Moody's standard adjustments) as of March 31, 2015
represents approximately 110% of LTM March 2015 revenue. Debt to
EBITDA is estimated at approximately 8.5 times -- a level that is
more consistent with Caa1 rated companies. Interest coverage is
also soft, with EBITA to interest estimated at less than 1.0 time.
The company has undertaken restructuring initiatives to improve
operating performance which were geared towards enhanced operating
efficiency, and the company expects to garner material cost savings
starting in 2015. Nonetheless, considering on-going challenges
facing service companies in the energy industry due to continued
low oil and gas prices, particularly in the upstream sector,
Moody's believes that Total Safety will experience only modest
improvement in operating results in 2015, with limited
opportunities for debt reduction. As such, leverage and interest
coverage metrics are not expected to improve substantially below
7.5 times or above 1.0 time, respectively, by the end of the year,
but could deteriorate further if market conditions continue to
decline.

Moody's assesses Total Safety's liquidity profile as weak, which is
a key consideration behind the negative outlook. The company
reported less than $2 million cash balance as of March 31, 2015,
while free cash flow, which was substantially negative since 2013,
is only expected to be at breakeven levels in 2015. Total Safety
maintains a $60 million revolving credit facility, due 2018.
However, this facility has been highly relied upon to cover
operating losses recently ($51.6 million drawn as of March 31,
2015), with minimal capacity available to meet operating or debt
services needs over the near term. Importantly, the company has
arranged an equity line facility of up to $20 million with its
owners, and drew $5 million in April 2015, which was used to
support upcoming interest payments. Moody's believe that continued
or increased reliance on this facility, which is subject to owners'
approval, will be indicative of further deterioration in the
company's liquidity profile, and a possible indication of financial
distress.

The negative rating outlook incorporates Moody's concerns that
Total Safety's liquidity condition may not improve through 2015,
and that the company would not be able to restore adequate
availability under its revolver to support potential cash
shortfalls in operations. A stable rating outlook would require the
restoration of a substantial amount of the revolver capacity, while
the company demonstrates a trend towards positive free cash flow
from improving operations.

The ratings could be lowered if revenue fall or margins decline as
a result of further erosion in business conditions in the markets
Total Safety serves. A downgrade could be warranted if the company
remains reliant on the revolver, with no material reduction in
amounts drawn, while free cash flow remains substantially negative.
Further use of the owners' credit line due to the lack of internal
liquidity sources or revolver availability could also warrant a
downgrade, as would any transaction that would involve a distressed
exchange of debt.

The ratings could be upgraded if Total Safety demonstrates growth
and diversity in its revenue base while improving operating
profitability, with the company applying free cash flow that it
generates to substantially reduce debt. Sustainment of the
following credit metrics could support an upgrade: Debt to EBITDA
below 6.5 times, EBITA to interest above 1.5 times, and Retained
Cash Flow to Debt in excess of 5%.

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

W3 Co. is a holding company controlling Total Safety U.S., Inc.
(collectively "Total Safety"), a global provider of industrial
safety services and equipment primarily for the upstream and
downstream energy, petrochemical, chemical and other end markets.
Total Safety is owned by affiliates of private equity sponsor
Warburg Pincus. The company reported revenues of $448 million for
the LTM period year ending March 31, 2015.


WBH ENERGY: Exclusive Plan Filing Period Extended to Aug. 2
-----------------------------------------------------------
The Hon. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas has extended WBH Energy, LP, et al.'s
exclusive right to file a plan through and including Aug. 2, 2015,
and the time period by which they have exclusive right to solicit
acceptances of that plan through and including Oct. 1, 2015.

As reported by the Troubled Company Reporter on May 19, 2015, the
Debtors' statutory Exclusivity Period, based on the Petition Date,
was set to expire on May 4, 2015, and the Debtors' time in which to
solicit votes for any plans of reorganization was set to expire on
July 3, 2015.  According to the Debtors' counsel, William A. (Trey)
Wood III, Esq., at Bracewell & Giuliani LLP, in Houston, Texas, the
Debtors sought extension so that the Debtors can have adequate time
to devote resources to developing plans of reorganization that will
benefit all creditors and interest
holders.

On May 15, 2015, the Official Committee of Creditors' motion for
continuance of hearings scheduled on the motions of CL III Funding
Holding Company, LLC (Castlelake) relief from stay and motions to
convert the Chapter 11 cases to one under Chapter 7 was withdrawn,
based on the parties having reached various agreements announced on
the record in open court on May 8, 2015, and said agreements having
rendered moot the scheduled hearings on pending Motions for Relief
From Stay and Motions to Convert Cases to Chapter 7 filed on behalf
of Castlelake.  The order granting the Motions was also withdrawn.

As reported by the Troubled Company Reporter on March 10, 2015,
Castlelake asked the Court to convert the Debtors' Chapter 11 cases
to one under Chapter 7, saying that the Debtor LLC's principal
assets -- joint interest billing accounts receivables -- are fully
encumbered by Castlelake's valid, perfected liens and security
interests.  The liens and security interests secure over
$30 million of unpaid loan debt -- an amount far in excess of the
collateral value.  As such, Debtor LLC's limited unencumbered
assets cannot properly fund a plan of reorganization that is
confirmable.

                         About WBH Energy

WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015.  The petitions were signed by Joseph S. Warnock,
vice president.

Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.

William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.

WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each.  WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing.  WBH
Energy GP estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.

The U.S. Trustee for Region 7 appointed seven creditors to serve
On the official committee of unsecured creditors.


WEBSENSE INC: S&P Withdraws 'B' CCR Following Acquisition
---------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew the
ratings on Websense Inc., including the 'B' corporate credit
rating.

On May 29, 2015, Raytheon Co. announced that it had completed a
joint venture transaction with Vista Equity Partners, creating a
new company that combines Websense and Raytheon Cyber Products.  As
part of the transaction, the debt S&P rated at Websense was repaid.
As a result, S&P has withdrawn the corporate credit rating and
debt ratings on Websense.



WHITTEN FOUNDATION: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Whitten Foundation filed with the U.S. Bankruptcy Court for the
Western District of Louisiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,100,000
  B. Personal Property               $35,252
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,460,434
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $44,061
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,313,399
                                ------------     ------------
        TOTAL                    $17,135,252      $16,817,895

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

                     About Whitten Foundation

Whitten Foundation owns and operates two apartment complexes
located in the State of Louisiana.  Whitten Foundation sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No.
15-20237) in Lake Charles, Louisiana, on March 31, 2015.  The
Debtor estimated $10 million to $50 million in assets and debt.

The Debtor's Chapter 11 plan and disclosure statement are due July
29, 2015.

Judge Robert Summerhays presides over the case.  The Debtor has
tapped Gerald J. Casey, Esq., in Lake Charles, Louisiana, as its
counsel.


[*] Michael Bromwich Joins Robbins Russell as Senior Counsel
------------------------------------------------------------
Robbins, Russell, Englert, Orseck, Untereiner and Sauber LLP on
June 3 disclosed that Michael R. Bromwich, former Inspector General
for the Department of Justice, has joined the firm as Senior
Counsel.  Mr. Bromwich will focus on corporate internal
investigations and white-collar criminal defense.

Mr. Bromwich has practiced law for 35 years in the public and
private sector.  He served as an Assistant United States Attorney
for the Southern District of New York (1983-87); Associate Counsel
in the Office of Independent Counsel: Iran –Contra (1987-89);
Inspector General of the Department of Justice (1994-99); and at
the personal request of President Obama, took over the country's
offshore drilling regulatory agency following the 2010 Deepwater
Horizon oil spill in the Gulf of Mexico.

"Mike has an extraordinary background and deep experience that will
be of great benefit to our clients," said partner Richard Sauber.
"We're delighted that he has chosen to join many of his friends and
former partners who are now at Robbins Russell.  "We know he will
make major contributions to our firm."

"This is a wonderful opportunity to work with an extraordinary
collection of lawyers in an environment that prizes excellence,"
added Mr. Bromwich.  "The fact that I have worked with and admire
many of the firm's lawyers is an added bonus."  "I am very much
looking forward to this new and exciting challenge."

From 1999-2010, Mr. Bromwich served as a partner and Chair of the
Internal Investigations, Compliance & Monitoring Practice Group at
Fried, Frank, Harris, Shriver & Jacobson LLP in both its
Washington, D.C. and New York offices.  During that time he focused
his practice on conducting internal investigations for companies,
audit committees, special committees, and special litigation
committees, and representing both companies and individuals in
white-collar criminal investigations.

Mr. Bromwich will maintain the consulting firm
–-http://www.bromwichgroupp.com-- The Bromwich Group  
-- that he established in 2012 and which focuses on independent
monitoring, public affairs, crisis management, law enforcement, and
offshore energy.  He will practice law exclusively with and through
Robbins Russell.

Mr. Bromwich received his A.B. from Harvard College, his Masters in
Public Policy from the John F. Kennedy School of Government, and
his J.D. from Harvard Law School.  He is admitted to practice in
Washington, D.C. and New York, and before the Southern and Eastern
Districts of New York, the District Courts for the District of
Columbia and Maryland, the Second and District of Columbia
Circuits, and the U.S. Supreme Court.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Cream Malibu Inc.
   Bankr. S.D.N.Y Case No. 15-22685
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/nysb15-22685.pdf
         represented by: Daryl Davis, Esq.

In re Eugene Szafas and Elodia Szafas
   Bankr. C.D. Cal. Case No. 15-17827
      Chapter 11 Petition filed May 15, 2015

In re Lockeford Ventures, LLC
   Bankr. E.D. Cal. Case No. 15-23995
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/caeb15-23995.pdf
         filed Pro Se

In re United Core, Inc
   Bankr. N.D. Ind. Case No. 15-21576
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/innb15-21576.pdf
         represented by: Rosalind G. Parr(JLS), Esq.
                         E-mail: nwibankruptcy@yahoo.com

In re Alive Apparel, Inc.
   Bankr. W.D.N.C. Case No. 15-40189
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/ncwb15-40189.pdf
         represented by: William S. Gardner, Esq.
                         GARDNER LAW OFFICES, PLLC
                         E-mail: Billgardner@gardnerlawoffices.com

In re Jai Jivdani LLC
   Bankr. D.N.J. Case No. 15-19139
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/njb15-19139.pdf
         represented by: Joseph J Mania, III, Esq.
                         LAW OFFICE OF JOSEPH J. MANIA III
                         E-mail: jmbanklaw@gmail.com

In re 7 North Willow Corporation
   Bankr. D.N.J. Case No. 15-19161
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/njb15-19161.pdf
         represented by: Jay L. Lubetkin, Esq.
                         RABINOWITZ LUBETKIN & TULLY, L.L.C.
                         E-mail: jlubetkin@rltlawfirm.com

In re Ricca Realty Associates, L.L.C.
   Bankr. D.N.J. Case No. 15-19194
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/njb15-19194.pdf
         represented by: Michael J. Viscount, Jr., Esq.
                         FOX ROTHSCHILD, LLP
                         E-mail: mviscount@foxrothschild.com

In re MAK Optical Of New York, Inc.
   Bankr. E.D.N.Y Case No. 15-72146
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/nyeb15-72146.pdf
         represented by: J. Logan Rappaport, Esq.
                         PRYOR & MANDELUP
                         E-mail: lr@pryormandelup.com

In re Wayne J. Kelly
   Bankr. E.D.N.Y Case No. 15-72147
      Chapter 11 Petition filed May 15, 2015

In re Daniel Rodriguez Hernandez
   Bankr. D.P.R. Case No. 15-03677
      Chapter 11 Petition filed May 15, 2015

In re Kopon International Town Center LLC
   Bankr. N.D. Tex. Case No. 15-32117
      Chapter 11 Petition filed May 15, 2015
         filed Pro Se

In re YMY Express Corporation
   Bankr. W.D. Tex. Case No. 15-51216
      Chapter 11 Petition filed May 15, 2015
         See http://bankrupt.com/misc/txwb15-51216.pdf
         represented by: Jesse Blanco Jr., Esq.
                         E-mail: jesseblanco@sbcglobal.net

In re Clarence Bradley Shafer
   Bankr. N.D.W. Va. Case No. 15-00481
      Chapter 11 Petition filed May 15, 2015

In re First Wall Street Group,LLC
   Bankr. S.D.N.Y. Case No. 15-11284
      Chapter 11 Petition filed May 17, 2015
         See http://bankrupt.com/misc/nysb15-11284.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re Stassen Conrad Goins
   Bankr. C.D Cal. Case No. 15-17906
      Chapter 11 Petition filed May 18, 2015

In re Carmen Anthony Fishhouse, LLC
   Bankr. D. Conn. Case No. 15-30806
      Chapter 11 Petition filed May 18, 2015
         See http://bankrupt.com/misc/ctb15-30806.pdf
         represented by: Michael S. Wrona, Esq.
                         HALLORAN & SAGE LLP
                         E-mail: wrona@halloran-sage.com

In re George Munoz
   Bankr. S.D Fla. Case No. 15-19047
      Chapter 11 Petition filed May 18, 2015

In re Jason Michael Burk
   Bankr. N.D Ga. Case No. 15-11058
      Chapter 11 Petition filed May 18, 2015

In re Unique Tool & Bending, Inc.
   Bankr. N.D. Ga. Case No. 15-21017
      Chapter 11 Petition filed May 18, 2015
         See http://bankrupt.com/misc/ganb15-21017.pdf
         represented by: Charles N. Kelley, Jr., Esq.
                         CUMMINGS & KELLEY, P.C.
                         E-mail: ckelley@cummingskelley.com

In re David J. Cattar and Barbara H. Cattar
   Bankr. W.D. La. Case No. 15-30662
      Chapter 11 Petition filed May 18, 2015

In re Myles F. Fleischer
   Bankr. D. Md.  Case No. 15-17096
      Chapter 11 Petition filed May 18, 2015

In re Sally Jean Schuren
   Bankr. D.N.J. Case No. 15-19284
      Chapter 11 Petition filed May 18, 2015

In re Raymond C. Kaiser
   Bankr. E.D.N.Y. Case No. 15-72164
      Chapter 11 Petition filed May 18, 2015

In re Harper Landscaping, Inc.
   Bankr. E.D.N.C Case No. 15-02795
      Chapter 11 Petition filed May 18, 2015
         See http://bankrupt.com/misc/nceb15-02795.pdf
         represented by: George M. Oliver, Esq.
                         THE LAW OFFICES OF OLIVER & CHEEK, PLLC
                         E-mail: efile@ofc-law.com

In re Ibraham Hamden and Samar Hamden
   Bankr. M.D. Pa. Case No. 15-02089
      Chapter 11 Petition filed May 18, 2015

In re Gentle Touch Nursing, LLC
   Bankr. D. Md. Case No. 15-17114
      Chapter 11 Petition filed May 18, 2015
         See http://bankrupt.com/misc/mdb15-17114.pdf
         Filed Pro Se

In re Perla Melgar
   Bankr. C.D. Cal. Case No. 15-18028
      Chapter 11 Petition filed May 19, 2015

In re Saul Roberto Flores
   Bankr. N.D. Cal. Case No. 15-51705
      Chapter 11 Petition filed May 19, 2015

In re DMT Properties, LLC
   Bankr. S.D. Ind. Case No. 15-04298
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/insb15-04298.pdf
         represented by: Eric C. Redman, Esq.
                         REDMAN LUDWIG, P.C.
                         E-mail: ksmith@redmanludwig.com

In re Ask Service Corporation
   Bankr. S.D. Ind. Case No. 15-80397
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/insb15-80397.pdf
         represented by: Eric C. Redman, Esq.
                         REDMAN LUDWIG, P.C.
                         E-mail: ksmith@redmanludwig.com

In re John A. Golding
   Bankr. D.N.J. Case No. 15-19390
      Chapter 11 Petition filed May 19, 2015

In re Gina Mari Evans
   Bankr. D.N.J. Case No. 15-19454
      Chapter 11 Petition filed May 19, 2015

In re Alberto Garza, Jr.
   Bankr. D.N.M. Case No. 15-11299
      Chapter 11 Petition filed May 19, 2015

In re Guomundur A. Birgisson
   Bankr. S.D.N.Y. Case No. 15-11310
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/nysb15-11310.pdf
         represented by: John A. Pintarelli, Esq.
                         MORRISON & FOERSTER, LLP
                         E-mail: jpintarelli@mofo.com

In re Gabe Verbrugghen Helaine Astor, Inc.
   Bankr. S.D.N.Y. Case No. 15-11314
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/nysb15-11314.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re New Innovative Products, Inc.
   Bankr. E.D.N.C. Case No. 15-02833
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/nceb15-02833.pdf
         represented by: Trawick H. Stubbs, Jr., Esq.
                         STUBBS & PERDUE, P.A.
                         E-mail: efile@stubbsperdue.com

In re Thumpers E.C., Inc.
   Bankr. E.D.N.C. Case No. 15-02834
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/nceb15-02834.pdf
         represented by: Clayton W. Cheek, Esq.
                         THE LAW OFFICES OF OLIVER & CHEEK, PLLC
                         E-mail: clayton@olivercheek.com

In re Botanicals, LLC
   Bankr. M.D.N.C. Case No. 15-80536
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/ncmb15-80536.pdf
         represented by: Erik Mosby Harvey, Esq.
                         LIAO HARVEY, P.C.
                         Email: emh@lhesq.com

In re Patrick Michael Darby and Heather Renee Darby
   Bankr. E.D. Va. Case No. 15-32613
      Chapter 11 Petition filed May 19, 2015

In re Northwoods Pallets, LLC
   Bankr. W.D. Wis. Case No. 15-11882
      Chapter 11 Petition filed May 19, 2015
         See http://bankrupt.com/misc/wiwb15-11882.pdf
         represented by: Daniel R. Freund, Esq.
                         E-mail: freundlaw@fastmail.fm

In re Eric James Mansfield and Lisa May Mansfield
   Bankr. D. Ariz. Case No. 15-06253
      Chapter 11 Petition filed May 20, 2015

In re Harlequins Web LLC
   Bankr. C.D Cal. Case No. 15-11086
      Chapter 11 Petition filed May 20, 2015
         Filed Pro Se

In re Herbert Simmons
   Bankr. C.D. Cal. Case No. 15-18089
      Chapter 11 Petition filed May 20, 2015

In re Paula Rae Oliver
   Bankr. C.D. Cal. Case No. 15-18116
      Chapter 11 Petition filed May 20, 2015

In re Orange Park Trust Services, LLC
   Bankr. M.D. Fla. Case No. 15-02298
      Chapter 11 Petition filed May 20, 2015
         Filed Pro Se

In re Davis Ventures Corporation
   Bankr. M.D. Fla. Case No. 15-05271
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/flmb15-05271.pdf
         represented by: Jake C. Blanchard, Esq.
                         BLANCHARD LAW, P.A.
                         E-mail: jake@jakeblanchardlaw.com

In re 1255 LLC
   Bankr. S.D. Fla. Case No. 15-19169
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/flsb15-19169.pdf
         represented by: Joel M. Aresty, Esq.
                         E-mail: aresty@mac.com

In re James M. Cassidy
   Bankr. N.D. Ill. Case No. 15-17736
      Chapter 11 Petition filed May 20, 2015

In re Italian Cafe LLC. Series C
   Bankr. N.D. Il. Case No. 15-17858
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/ilnb15-17858.pdf
         represented by: Kenneth E. Kaiser, Esq.
                         E-mail: kkaiser264@aol.com

In re Diamond S Transport, LLC
   Bankr. W.D. La. Case No. 15-50612
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/lawb15-50612.pdf
         represented by: William C. Vidrine, Esq.
                         VIDRINE & VIDRINE
                         E-mail: williamv@vidrinelaw.com

In re The Ministers Alliance of Charles County and Vicinity, Inc.
   Bankr. D. Md. Case No. 15-17187
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/mdb15-17187.pdf
         represented by: Augustus T. Curtis, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: augie.curtis@cohenbaldinger.com

In re St. Louis Brick and Stone Co. Inc.
   Bankr. E.D. Mo. Case No. 15-43841
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/moeb15-43841.pdf
         represented by: Rochelle D. Stanton, Esq.
                         E-mail: rstanton@rochelledstanton.com

In re Miranda L. Robinson
   Bankr. D. Nev. Case No. 15-12904
      Chapter 11 Petition filed May 20, 2015

In re Boardwalk I Condominium
   Bankr. E.D.N.Y. Case No. 15-72182
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/nyeb15-72182.pdf
         represented by: A. Scott Mandelup, Esq.
                         PRYOR & MANDELUP, LLP
                         E-mail: asm@pryormandelup.com

In re Laurie A. Todd
   Bankr. N.D.N.Y. Case No. 15-11083
      Chapter 11 Petition filed May 20, 2015

In re J. C. Group Corp
   Bankr. D.P.R. Case No. 15-03784
      Chapter 11 Petition filed May 20, 2015
         See http://bankrupt.com/misc/prb15-03784.pdf
         represented by: Juan A. Santos Berrios, Esq.
                         SANTOS-BERRIOS LAW OFFICES, LLC
                         E-mail: santosberriosbk@gmail.com

In re Victor Lamarr James
   Bankr. C.D. Cal. Case No. 15-12655
      Chapter 11 Petition filed May 21, 2015

In re Donald J. Shirley
   Bankr. D. Me. Case No. 15-10336
      Chapter 11 Petition filed May 21, 2015

In re Rolando Javier Guzman
   Bankr. D. Nev. Case No. 15-12945
      Chapter 11 Petition filed May 21, 2015

In re FDD Enterprises Inc.
   Bankr. S.D.N.Y. Case No. 15-11326
      Chapter 11 Petition filed May 21, 2015
         See http://bankrupt.com/misc/nysb15-11326.pdf
         represented by: Robert A. Chapnick, Esq.
                         CHAPNICK & ASSOCIATES P.C

In re Broderick Robinson and Tenika S. Robinson
   Bankr. E.D.N.C. Case No. 15-02893
      Chapter 11 Petition filed May 21, 2015

In re Viva Tequila Restaurant Group, LLC
   Bankr. N.D. Tex. Case No. 15-32169
      Chapter 11 Petition filed May 21, 2015
         See http://bankrupt.com/misc/txnb15-32169.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Vision II Properties, LLC
   Bankr. D. Utah Case No. 15-24747
      Chapter 11 Petition filed May 21, 2015
         See http://bankrupt.com/misc/utb15-24747.pdf
         represented by: Jennifer M.K. Willis, Esq.

In re Irwin R. Scarff, Sr.
   Bankr. D. Md. Case No. 15-17313
      Chapter 11 Petition filed May 22, 2015

In re Verbrugghen Montana, Inc.
   Bankr. S.D.N.Y. Case No. 15-11350
      Chapter 11 Petition filed May 22, 2015
         See http://bankrupt.com/misc/nysb15-11350.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re Anthony R. Vidal and Yvonne M. Vidal
   Bankr. D. Ariz. Case No. 15-06403
      Chapter 11 Petition filed May 22, 2015

In re Craig Alan Orpin
   Bankr. W.D. Ark. Case No. 15-71376
      Chapter 11 Petition filed May 22, 2015

In re Ramon Ortega and Maria Trinidad Ortega
   Bankr. C.D. Ca. Case No. 15-18279
      Chapter 11 Petition filed May 22, 2015

In re Allen Ray Harwood, Sr.
   Bankr. M.D. Fla. Case No. 15-02355
      Chapter 11 Petition filed May 22, 2015

In re John A. Loughran
   Bankr. M.D. Fla. Case No. 15-02357
      Chapter 11 Petition filed May 22, 2015

In re East Coast Cardiology, P.A.
   Bankr. M.D Fla. Case No. 15-02359
      Chapter 11 Petition filed May 22, 2015
         See http://bankrupt.com/misc/flmb15-02359.pdf
         represented by: Robert A. Heekin, Jr., Esq.
                         THAMES MARKEY AND HEEKIN, P.A.
                         E-mail: rah@tmhlaw.net

In re Charmichael, Inc.
   Bankr. S.D. Fla. Case No. 15-19410
      Chapter 11 Petition filed May 22, 2015
         See http://bankrupt.com/misc/flsb15-19410.pdf
         represented by: George Castrataro, Esq.
                         E-mail: george@lawgc.com

In re Dennis F. Martinek and Susan R. Martinek
   Bankr. N.D. Ill. Case No. 15-18097
      Chapter 11 Petition filed May 22, 2015

In re Get the Scoop Ice Cream & Cafe, LLC
   Bankr. E.D. Mo. Case No. 15-10406
      Chapter 11 Petition filed May 22, 2015
         See http://bankrupt.com/misc/moeb15-10406.pdf
         represented by: John A. Loesel, Esq.
                         LICHTENEGGER, WEISS & FETTERHOFF, LLC
                         E-mail: heather@semolawfirm.com

In re Vernon Henry
   Bankr. E.D.N.Y. Case No. 15-72226
      Chapter 11 Petition filed May 22, 2015

In re Mike & Doc, Inc.
   Bankr. W.D. Pa. Case No. 15-21874
      Chapter 11 Petition filed May 22, 2015
         See http://bankrupt.com/misc/pawb15-21874.pdf
         represented by: Donald R. Calaiaro, Esq.
                         CALAIARO VALENCIK
                         E-mail: dcalaiaro@c-vlaw.com

In re Northern Virginia Automotive, Inc.
   Bankr. E.D. Va. Case No. 15-11782
      Chapter 11 Petition filed May 22, 2015
         See http://bankrupt.com/misc/vaeb15-11782.pdf
         represented by: Richard G. Hall, Esq.
                         E-mail: richard.hall33@verizon.net

In re Carl Roger Sahlin
   Bankr. W.D. Wash. Case No. 15-13220
      Chapter 11 Petition filed May 22, 2015

In re Bonifacio Garcia and Laura E. Martinez De Garcia
   Bankr. C.D. Cal. Case No. 15-18223
      Chapter 11 Petition filed May 25, 2015

In re Shiv Shakti, LLC
   Bankr. M.D. Fla. Case No. 15-04548
      Chapter 11 Petition filed May 25, 2015
         See http://bankrupt.com/misc/flmb15-04548.pdf
         represented by: Scott W. Spradley, Esq.
                         LAW OFFICES OF SCOTT W. SPRADLEY, P.A.
                       E-mail: scott.spradley@flaglerbeachlaw.com

In re Mijona Simonovic
   Bankr. N.D. Ill. Case No. 15-18233
      Chapter 11 Petition filed May 25, 2015

In re Richard Esmond Early
   Bankr. D. Md. Case No. 15-17424
      Chapter 11 Petition filed May 25, 2015

In re Lawson Five, LLC
   Bankr. E.D.N.Y Case No. 15-72231
      Chapter 11 Petition filed May 25, 2015
         See http://bankrupt.com/misc/nyeb15-72231.pdf
         represented by: Michael G. McAuliffe, Esq.
                         E-mail: mgmlaw@optonline.net

In re Mark James Soderstrom
   Bankr. D. Ariz. Case No. 15-06454
      Chapter 11 Petition filed May 26, 2015

In re Capital Cove Bancorp, LLC
   Bankr. C.D. Cal. Case No. 15-12707
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/cacb15-12707.pdf
         represented by: Kahlil J McAlpin, Esq.
                         LAW OFFICES OF KAHLIL J. MCALPIN
                         E-mail: kahlil24@aol.com

In re Fang Ya Zhao
   Bankr. C.D. Cal.  Case No. 15-18370
      Chapter 11 Petition filed May 26, 2015

In re SMS Promotions, LLC
   Bankr.D. Conn. Case No. 15-20901
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/ctb15-20901.pdf
         represented by: James Berman, Esq.
                         ZEISLER AND ZEISLER
                         E-mail: jberman@zeislaw.com

In re Fidel L. Morales
   Bankr. D. Conn. Case No. 15-50712
      Chapter 11 Petition filed May 26, 2015

In re Stacy C. Davis
   Bankr. S.D. Ga. Case No. 15-10806
      Chapter 11 Petition filed May 26, 2015

In re Michael Joseph Harmon and Yuri Tsukayama Harmon
   Bankr. S.D. Ind. Case No. 15-04509
      Chapter 11 Petition filed May 26, 2015

In re Dennis Lee Edwards
   Bankr. D. Md. Case No. 15-17473
      Chapter 11 Petition filed May 26, 2015

In re Frank's Holdings, L.L.C.
   Bankr. E.D. Mich. Case No. 15-48132
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/mieb15-48132.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.com

In re FJN, L.L.C.
   Bankr. E.D. Mich. Case No. 15-48137
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/mieb15-48137.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.com


In re London Properties, Inc.
   Bankr. D.N.J. Case No. 15-19793
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/njb15-19793.pdf
         represented by: Gary L. Mason, Esq.
                         KLAFTER AND MASON, LLC
                         E-mail: glm@kmrslaw.com

In re Cedar Homes, Inc.
   Bankr. D.N.J. Case No. 15-19799
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/njb15-19799.pdf
         represented by: Joan S. Lavery, Esq.
                         LAVERY & SIRKIS
                         E-mail: joan.lavery@verizon.net

In re Nguyen Custom Woodworking LLC
   Bankr. S.D.N.Y. Case No. 15-22740
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/nysb15-22740.pdf
         represented by: Arlene Gordon-Oliver, Esq.
                         ARLENE GORDON-OLIVER, P.C.
                         E-mail: ago@gordonoliverlaw.com

In re Kap's Recon Center and Auto Sales, Inc.
   Bankr. E.D. Pa. Case No. 15-13674
      Chapter 11 Petition filed May 26, 2015
         See http://bankrupt.com/misc/paeb15-13674.pdf
         represented by: Michael D. Hess, Esq.
                         BURKE & HESS
                         E-mail: amburke7@yahoo.com

In re Terry Lee Rose
   Bankr. E.D. Tenn. Case No. 15-12198
      Chapter 11 Petition filed May 26, 2015

In re John Horace Gasaway, III and Carrie Watson Gasaway
   Bankr. M.D. Tenn. Case No. 15-03567
      Chapter 11 Petition filed May 26, 2015

In re Mehdi Moshaashaee and Leandra Colleen Moshaashaee
   Bankr. E.D.N.C. Case No. 15-02941
      Chapter 11 Petition filed May 27, 2015

In re M & I Home Investments, LLC
   Bankr. D. Ariz. Case No. 15-06545
      Chapter 11 Petition filed May 27, 2015
         Filed Pro Se

In re MIM Entertainment, Inc.
   Bankr. C.D. Cal. Case No. 15-15326
      Chapter 11 Petition filed May 27, 2015
         See http://bankrupt.com/misc/cacb15-15326.pdf
         represented by: Nicholas S. Nassif, Esq.
                         LAW OFFICES OF NICHOLAS S. NASSIF
                         E-mail: nsnassif@pacbell.net

In re Harjinder S. Ladhar and Debo Ladhar
   Bankr. N.D. Cal. Case No. 15-51797
      Chapter 11 Petition filed May 27, 2015

In re Advanced Graphics, Inc.
   Bankr. D. Conn. Case No. 15-50718
      Chapter 11 Petition filed May 27, 2015
         See http://bankrupt.com/misc/ctb15-50718.pdf
         represented by: James Berman, Esq.
                         ZEISLER AND ZEISLER
                         E-mail: jberman@zeislaw.com

In re Wanda Mendez
   Bankr. S.D. Fla. Case No. 15-19535
      Chapter 11 Petition filed May 27, 2015

In re Biscayne Park Terrace Condominium Association, Inc
   Bankr. S.D. Fla. Case No. 15-19571
      Chapter 11 Petition filed May 27, 2015
         See http://bankrupt.com/misc/flsb15-19571.pdf
         represented by: John P. Arcia, Esq.
                         E-mail: parcia@arcialaw.com

In re Vladimir Emedi and Mary Ann Emedi
   Bankr. N.D. Ill. Case No. 15-18528
      Chapter 11 Petition filed May 27, 2015

In re Michael Isaias Rodriguez, Jr. and Shannon Casey Rodriguez
   Bankr. E.D. La. Case No. 15-11312
      Chapter 11 Petition filed May 27, 2015

In re Jose Guevara
   Bankr. D. Md. Case No. 15-12087
      Chapter 11 Petition filed May 27, 2015

In re AJD-NYC, Inc.
   Bankr. S.D.N.Y. Case No. 15-11382
      Chapter 11 Petition filed May 27, 2015
         See http://bankrupt.com/misc/nysb15-11382.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re Art Clem Enterprises, Inc.
   Bankr. E.D. Tenn. Case No. 15-12225
      Chapter 11 Petition filed May 27, 2015
         See http://bankrupt.com/misc/tneb15-12225.pdf
         represented by: Richard L. Banks, Esq.
                         Richard Banks & Associates, P.C.
                         E-mail: amiles@rbankslawfirm.com

In re DOSI Restaurant, LLC
   Bankr. S.D. Tex. Case No. 15-32842
      Chapter 11 Petition filed May 27, 2015
         See http://bankrupt.com/misc/txsb15-32842.pdf
         represented by: Susan Tran, Esq.
                         CORRAL TRAN SINGH LLP
                         E-mail: susan.tran@ctsattorneys.com

In re 2050 South Glebe Rd LLC
   Bankr. E.D. Va. Case No. 15-32729
      Chapter 11 Petition filed May 27, 2015
         See http://bankrupt.com/misc/vaeb15-32729.pdf
         Filed Pro Se

In re Shaun Sam Duncan
   Bankr. W.D. Wash. Case No. 15-13293
      Chapter 11 Petition filed May 27, 2015

In re Amed Florentino Lopez
   Bankr. C.D. Cal. Case No. 15-18569
      Chapter 11 Petition filed May 28, 2015

In re GLG Entertainment, Inc.
   Bankr M.D. Fla. Case No. 15-05578
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/flmb15-05578.pdf
         represented by: Jake C. Blanchard,Esq.
                         BLANCHARD LAW, PA
                         E-mail: jake@jakeblanchardlaw.com

In re Emerald City of Pensacola, Inc.
   Bankr. N.D. Fla. Case No. 15-30585
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/flnb15-30585.pdf
         represented by: Thomas B. Woodward,Esq.
                         THOMAS B. WOODWARD
                         E-mail: woodylaw@embarqmail.com

In re Amden Residential LLC
   Bankr. N.D. Ill. Case No. 15-18695
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/ilnb15-18695.pdf
         represented by: Jonathan D. Golding,Esq.
                         THE GOLDING LAW OFFICES, P.C.
                         E-mail: jgolding@goldinglaw.net

In re Brian J. Hickey
   Bankr. N.D. Ill. Case No. 15-18756
      Chapter 11 Petition filed May 28, 2015

In re Crush Real Estate Series, LLC Sole Beneficiary of 917 East
Broadway Realty Trust
   Bankr. D. Mass. Case No. 15-
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/mab15-12105.pdf
         represented by: Gary W. Cruickshank,Esq.
                         LAW OFFICE OF GARY W. CRUICKSHANK
                         E-mail: gwc@cruickshank-law.com

In re Crush Real Estate Series LLC Sole Beneficiary of 305 K Street
Realty Trust
   Bankr. D. Mass. Case No. 15-12106
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/mab15-12106.pdf
         represented by: Gary W. Cruickshank,Esq.
                         LAW OFFICE OF GARY W. CRUICKSHANK
                         E-mail: gwc@cruickshank-law.com

In re Juan Ruiz-Lopez and Maria Ruiz
   Bankr. D. Nev. Case No. 15-13106
      Chapter 11 Petition filed May 28, 2015

In re Metroplex on the Atlantic, LLC
   Bankr. E.D.N.Y. Case No. 15-42499
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/nyeb15-42499.pdf
         represented by: Bonnie Pollack,Esq.
                         CULLEN & DYKMAN LLP
                         E-mail: bpollack@cullenanddykman.com

In re Makaj Towers, LLC
   Bankr. S.D.N.Y. Case No. 15-22744
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/nysb15-22744.pdf
         represented by: Gabriel Del Virginia,Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re Reynold Holdings, Inc.
   Bankr. S.D.N.Y. Case No. 15-35962
      Chapter 11 Petition filed May 28, 2015
         filed Pro Se

In re Anthony Allen O'Brien
   Bankr. N.D. Ohio Case No. 15-13021
      Chapter 11 Petition filed May 28, 2015

In re Thirty Main Dining, LLC
   Bankr. N.D. Ohio Case No. 15-31757
      Chapter 11 Petition filed May 28, 2015
         See http://bankrupt.com/misc/ohnb15-31757.pdf
         represented by: Steven L Diller,Esq.
                         DILLER AND RICE, LLC
                         E-mail: steven@drlawllc.com

In re Aftab Syed Kazmi
   Bankr. E.D. Va. Case No. 15-11836
      Chapter 11 Petition filed May 28, 2015



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***