TCR_Public/150608.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 8, 2015, Vol. 19, No. 159

                            Headlines

AC I MANAHAWKIN: Liquidating Plan Slated for June 9 Approval
ACADIA HEALTHCARE: Moody's Says Acquisitions are Credit Positive
AFFIRMATIVE INSURANCE: Shareholders Elect Eight Directors
ALCO STORES: Court Confirms Ch. 11 Liquidating Plan
ALERE INC: Moody's Rates New $1.9 Billion Secured Loan 'Ba3'

ALERE INC: S&P Affirms 'B' CCR & Rates New $1.95BB Debt 'B+'
ALION SCIENCE: Amends Form S-1 Registration Statement with SEC
AMC ENTERTAINMENT: Moody's Rates New $600MM Subordinated Notes B3
AMERICAN COMMERCE: Reports $130,000 Net Loss in Fiscal 2015
AMERICAN HOUSING: Subordination of Templeton's Claims Affirmed

AMERICAN POWER: Completes $2.5 Million Private Placement
ANACOR PHARMACEUTICALS: Names Graeme Bell as EVP and CFO
ANNA'S LINENS: Preparing to File for Bankruptcy Protection
APPLIED MINERALS: Files Post-Effective Amendment to S-1 Prospectus
ASSOCIATED ASPHALT: Moody's Affirms 'B3' Corp. Family Rating

AURORA DIAGNOSTICS: Posts $55.4 Million Net Loss in 2014
BAXANO SURGICAL: Ch. 11 Liquidating Plan Goes to July 24 Hearing
BEAZER HOMES: Moody's Raises Corporate Family Rating to 'B3'
BERNARD L. MADOFF: Trustee Can Proceed with Clawback Suits
BERRY PLASTICS: Unit Closes $700 Million Notes Offering

BIOSCRIP INC: S&P Affirms 'B-' CCR & Revises Outlook to Negative
BRIGHT HORIZONS: S&P Raises CCR to 'BB-', Outlook Stable
CACHE INC: Seeks Oct. 2 Extension of Plan Filing Date
CEB INC: Moody's Assigns Ba1 Ratings on Proposed $500MM Senior Debt
CHESAPEAKE ENERGY: Fitch Affirms 'BB' Issuer Default Rating

CHESAPEAKE ENERGY: Moody's Alters Outlook on Ba1 CFR to Stable
CLAIRE'S STORES: Incurs $35.4 Million Net Loss in First Quarter
CLOUDEEVA Inc: Nathan Unger Okayed as Insurance Expert/Consultant
COLT DEFENSE: To Consider Ch 11 Filing If Exchange Offer Fails
CRAILAR TECHNOLOGIES: Reports $178K Net Loss in 1st Quarter

CROSSFOOT ENERGY: Frost Bank Wants Stay Lifted to Repossess Autos
EL PASO CHILDREN'S: Wants June 11 Hearing Postponed for Mediation
ELBIT IMAGING: Novartis Terminates Option to Buy Gamida Cell
EMPRESAS SAMUEL: Voluntary Chapter 11 Case Summary
ENDEAVOUR INT'L: Says Success of Asset Sales Hard to Predict

EOS PETRO: Posts $17.9-Mil Net Loss for First Quarter
ERIE OTTERS: JAW Hockey Is Lead Bidder for Team
EXIDE TECHNOLOGIES: Wants Plan Injunction Enforced to Block Claims
FAMILY CHRISTIAN: Sale Hearing to Determine Co.'s Ch 11 Exit
FEDERATION EMPLOYMENT: Gets Final Approval to Use Cash Collateral

FEDERATION EMPLOYMENT: June 25 Hearing on A&M Retention
FERRELLGAS L.P.: Moody's Rates New $400MM Sr. Unsecured Notes 'B2'
FIRST DATA: Further Amends Credit Agreement with Credit Suisse
FRAC SPECIALISTS: June 19 Filing of Schedules and Statements
GARLOCK SEALING: Asbestos PI Claimants Committee Urge "No" Vote

GELTECH SOLUTIONS: Issues $200,000 Convertible Note to Mr. Reger
GREAT WOLF: S&P Withdraws 'B' CCR at Issuer's Request
GUIDED THERAPEUTICS: Extends Tonaquint Note Due Date to July 20
HASSELL 2012 JOINT VENTURE: Must Face Bankruptcy Petition
HORIZON LINES: Moody's Withdraws 'Caa2' Corporate Family Rating

HOWREY LLP: Ruling Trims Law Firms' Right to Unfinished Business
IMRIS INC: Has Until July 13 to File Schedules
INTEGRATED BIOPHARMA: Joseph LaPlaca Named as Director
JOE'S JEANS: Receives Extension of Compliance Period from Nasdaq
KEY ENERGY: Moody's Lowers CFR to 'B3', Outlook Negative

KIOR INC: Confirmation Hearing Continues on June 8
LABOR SMART: Reports $1.46-Mil. Net Loss for March 27 Quarter
LEHMAN BROTHERS: Conway Hospital Claims Disallowed as Time-Barred
LEHMAN BROTHERS: To Pay $1.3-Bil. to Settle Barclays' Suit
LEVEL 3: Enters Into Supplemental Indentures

LLS AMERICA: Trustee May Recoup Against Lazy M et al
MICROVISION INC: Stockholders Elect Seven Directors
MOTORS LIQUIDATION: Court Clarifies "Equitable Mootness" Decision
MOTORS LIQUIDATION: Trustee Seeks to Liquidate New GM Holdings
MRI INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable

NAVISTAR INTERNATIONAL: Incurs $64 Million Net Loss in 2nd Qtr
NEW ACADEMY: Moody's Affirms B2 CFR & Rates New $1.83BB Loan B2
NII HOLDINGS: Asks Court to Overrule Capco 2012 Plan Objection
NII HOLDINGS: Limited Objections to Plan Resolved
ORCHARD SUPPLY: Alamo Group Suit v. Real Estate Broker Dismissed

PALOMAR HEALTH: Moody's Affirms 'Ba1' Revenue Bond Ratings
PAPERWORKS INDUSTRIES: Moody's Affirms 'B3' CFR, Outlook Stable
PATRIOT COAL: Federal No 2 Mine Won't Be Sold to Blackhawk Mining
PEREGRINE FINANCIAL: Complaint Dismissed, Claims Time-Barred
PLATFORM SPECIALTY: OM Group Deal No Impact on Moody's B1 Rating

PLY GEM HOLDINGS: KPMG Replaces Ernst & Young as Accountants
PORTLAND CONSTRUCTION: Case Summary & 3 Top Unsecured Creditors
POWER & ENVIRONMENT: Case Summary & 20 Largest Unsecured Creditors
PRESS GANEY: S&P Raises CCR to 'BB-', Outlook Stable
PRIMERA ENERGY: Files for Ch 11; Investors Want Bankruptcy Trustee

PROVIDENCE SERVICE: S&P Retains 'B+' CCR on $120MM Debt Add-On
PTC ALLIANCE: S&P Lowers CCR to 'B-' & Puts on CreditWatch Negative
RECYCLE SOLUTIONS: Files Chapter 11 Plan
REICHHOLD HOLDINGS: Seeks Oct. 27 Extension of Lease Decision Date
RESIDENTIAL CAPITAL: Ally Suit Against Wells Fargo Dismissed

RETROPHIN INC: Opaleye Lowers Equity Stake to 2.7%
RICEBRAN TECHNOLOGIES: Extends CFO's Term Until June 2016
RIENZI & SONS: Court Sets July 27 Deadline for Proofs of Claim
RIENZI & SONS: Seeks Sept. 29 Extension of Plan Filing Date
SABINE OIL: Shareholders Elect Two Directors

SAGE PRODUCTS: S&P Retains 'B' 1st Lien Debt Rating Over Upsize
SBA COMMUNICATIONS: New $500MM Loan No Impact on Moody's 'B1' CFR
SEQUENOM INC: Announces Private Exchange Transactions
SOLAR POWER: SPI China Closes Acquisition of Solar Juice
SOUNDVIEW ELITE: Appeal From Bankruptcy Court's Order Dismissed

SPENDSMART NETWORKS: Sells 1.5 Units to Accredited Investor
SPOTLIGHT INNOVATION: Reports $962K Net Loss in First Quarter
STATE FISH: DIP Financing Okayed Despite John DeLuca Objection
STATE FISH: Sells 2 Vehicles for $30,350
STEREOTAXIS INC: Shareholders Elect Three Directors

STRAINWISE INC: Amends Fiscal Year Ended Jan. 31 Report
SUN BANCORP: Anthony D'Imperio Named as Bank's SVP and CCO
TECHPRECISION CORP: Enters Into New Lease with GPX Wayne
TELKONET INC: Signs Employment Agreements with Executive Officers
TENET HEALTHCARE: Moody's Rates Proposed Sr. Secured Notes 'Ba2'

TENET HEALTHCARE: Prices Private Offering of Senior Notes
TRACK GROUP: Registers Add'l 713,262 Shares Under Incentive Plan
TRANSGENOMIC INC: Orin Hirschman Reports 3.4% Stake as of May 29
TRANSGENOMIC INC: Stockholders Elect Michael Luther as Director
TS EMPLOYMENT: Has Until July 3 to File Schedules and Statements

VICTORIA GROUP: District Court Vacates Counsel Fee Order
VICTORY ENERGY: Incurs $1.6 Million Net Loss in First Quarter
WPCS INTERNATIONAL: Receives NASDAQ Notice of Non-Compliance
XZERES CORP: Borrows $500,000 From Existing Shareholders
YRC WORLDWIDE: Presents at Deutsche Bank Conference

ZHEJIANG TOPOINT: Panels Belong to SPVs, Not Debtor's Estate
[*] Huron Business Advisory Expands Houston Energy Practice
[^] BOND PRICING: For Week From June 1 to 5, 2015

                            *********

AC I MANAHAWKIN: Liquidating Plan Slated for June 9 Approval
------------------------------------------------------------
AC I Manahawkin, LLC, will ask the U.S. Bankruptcy Court for the
Southern District of New York at a hearing on June 9, 2015 at 10:00
a.m. to confirm its liquidating plan.

The Debtor filed its plan of liquidation and disclosure statement
on May 1, 2015. The Plan provides for a 100% distribution to
Debtor's creditors on account of their allowed claims to be paid in
accordance with the priorities established by the Bankruptcy Code.
The distributions will be funded from the sale proceeds as
supplemented by the Debtor's available cash, if any.

The Debtor on April 16 obtained approval to enter into an agreement
of purchase and sale and approval to sell its shopping mall in
Manahawkin, New Jersey, to Hampshire Global Partners LLC or its
permitted assignee, for $43,500,000.  A closing date has been
scheduled for June 15, 2015.

In order to incorporate revisions requested by various creditor
constituencies and other parties-in-interest, the Debtor on June 3
filed an amended plan and disclosure statement.

Aside from comments to the original plan by various parties, no
formal objections to the plan were filed by the June 1 deadline.

                       The Liquidating Plan

The terms of the Plan were the product of arm's length negotiations
between the Debtor and its creditors, and specifically counsel to
Rialto Capital Advisors, LLC, special servicer to Deutsche Bank,
the Debtor's senior secured creditor, and counsel to Acadia Realty
Limited Partnership, a disputed unsecured creditor in the Debtor's
case.

No votes were solicited from creditors and interest holders as no
classes were impaired under the Plan.

The Plan provides for reserves to be established or payment in full
to holders of allowed administrative claims of professionals
estimated at $1,500,000, the $33,450,000 secured claim of Deutsche
Bank and allowed unsecured claims estimated to total $7,562,906.
The Debtor's 100% interest holder, AC I Manahawkin Mezz LLC will
receive the remaining balance of the sale proceeds and available
cash.  After appropriate sums are reserved as required by the APA,
the Debtor anticipates that sale proceeds of no less than
$42,500,000 will be available to fund plan payments.

The Court authorized the Debtor to proceed with the combined
hearing process on the Plan and Disclosure Statement without the
need to formally shorten notice so that the Debtor would be in a
position to confirm its Plan and close on the sale of the property
in advance of the June 15, 2015 payment deadline with respect to
the stipulation by and between the Debtor and Rialto Capital
Advisors, LLC, as special servicer of the Deutsche Bank loan which
stipulation resolved the Deutsche Bank secured claim amount.
Payment to Rialto, for the benefit of Deutsche Bank, on or before
June 15, 2015 will result in a substantial savings to the Debtor
and therefore to its estate and creditors.

As the Plan provides for a 100% distribution, or appropriate escrow
for payment on account of allowed claims, the Debtor does not
presently anticipate pursuing any claims, rights and causes of
action (i) arising under Sections 510 and 544 through 550 of the
Bankruptcy Code or (ii) belonging to the Debtor as of the Petition
Date, or the Debtor's Estate, and arising under any provision of
state or federal law, or any theory of statutory or common law or
equity.

A copy of the affirmation of David Goldwasser in support of
confirmation of the Amended Plan is available for free at:

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

A copy of the Amended Disclosure Statement filed June 3, 2015, is
available for free at:

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

                           *     *     *

The hearing was originally slated for June 8 but was adjourned to
June 9, according to a notice.

                          About AC I Inv

AC I Manahawkin LLC owns and operates the shopping mall known as
Manahawkin Commons which sits on a 48-acre site located in
Manahawkin, New Jersey.

AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I
Manahawkin LLC filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on June
4, 2014.  The petitions were signed by David Goldwasser, of GC
Realty Advisors LLC, managing member.  

The Debtors estimated assets of $50 million to $100 million and
debt of $0 to $50 million.  

Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the
Debtors' counsel; Holliday Fenoglio Fowler, L.P., is the real
estate broker, and Roth & Company LLP as accountants. .  Judge
Robert D. Drain presides over the cases.

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


ACADIA HEALTHCARE: Moody's Says Acquisitions are Credit Positive
----------------------------------------------------------------
Moody's Investors Service commented that Acadia Healthcare Company,
Inc.'s announcement of three behavioral health facility
acquisitions for an aggregate $145 million is modestly credit
positive. Moody's understands that the acquisitions -- two in the
United Kingdom and one in the United States -- were funded with the
proceeds of the company's May 2015 equity offering. Therefore,
given that no additional debt was raised, the incremental EBITDA
from the acquired facilities will have a modestly positive impact
on credit metrics. However, there is no change to Acadia's ratings,
including the B1 Corporate Family Rating, at this time. The stable
rating outlook is also unchanged.

The principal methodology used in these ratings was Global
Healthcare Service Providers 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.

Acadia is a provider of behavioral health care services. Acadia
provides psychiatric and chemical dependency services to its
patients in a variety of settings, including inpatient psychiatric
hospitals, residential treatment centers, outpatient clinics and
therapeutic school-based programs. Acadia recognized approximately
$1.2 billion in revenue in the twelve months ended March 31, 2015.


AFFIRMATIVE INSURANCE: Shareholders Elect Eight Directors
---------------------------------------------------------
Affirmative Insurance Holdings, Inc. held its annual meeting of
shareholders on June 4, 2015, at which the shareholders elected
Thomas C. Davis, Nimrod T. Frazer, Mory Katz, Michael J. McClure,
Eric Rahe, David I. Schamis, Robert T. Williams and Paul J. Zucconi
as directors, each to serve until the Company's next annual meeting
of shareholders and until his successor is duly elected and
qualified.

In addition: (i) the appointment of KPMG LLP as the Company's
independent registered public accounting firm for 2015 by the
Company's Audit Committee was ratified, and (ii) a "say-on-pay"
resolution approving the compensation of the Company's named
executive officers was approved on a non-binding, advisory basis.

                     About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

Affirmative Insurance reported a net loss of $32.2 million in 2014,
compared to net income of $30.7 million in 2013.

As of March 31, 2015, the Company had $312 million in total assets,
$448 million in total liabilities and a $136 million total
stockholders' deficit.

KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2014.  The accounting firm noted that the Company's
recent history of recurring losses from operations, its failure to
comply with certain financial covenants in the senior secured and
subordinated credit facilities, its need to meet debt repayment
requirements and its failure to comply with the Illinois Department
of Insurance minimum risk-based capital requirements raise
substantial doubt about its ability to continue as a going
concern.


ALCO STORES: Court Confirms Ch. 11 Liquidating Plan
---------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, on June 3, 2015,
signed an order confirming Alco Stores, Inc., et al.'s first
amended plan of liquidation after determining that the Plan
complies with confirmation requirements of Section 1129 of the
Bankruptcy Code.

Under the Amended Plan, allowed secured claim holders will be paid
in the full amount, general unsecured claim holders will receive
their pro rata share of liquidating trust cash and holders of
subordinated claims and equity interests claim will receive no
distribution under the Plan.  Under the Plan, the estimated
recovery for general unsecured claimants is a range between 1% and
15%.

Class 2 (General Unsecured Claims), which is the only class
entitled to vote on the Plan, voted to accept the Plan by the
standards required by Section 1126(c).

                         About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  ALCO offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.

The Debtor received court approval to sell some of its real estate
along with store leases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to
the Debtors.

The Debtors are slated to seek confirmation of their plan of
liquidation on June 2, 2015 at 9:30 a.m.  Judge Stacey G.
Jernigan on April 14 entered an order approving the disclosure
statement explaining the Debtors' First Amended Plan of
Liquidation.  On April 7, 2015, the Debtors filed their First
Amended Plan of Liquidation which provides that holders of secured
claims will recover 100%, holders of general unsecured claims will
recover 1% to 15%, and holders of equity interests won't receive
anything.  

The official committee of unsecured creditors tapped Cooley LLP as
bankruptcy counsel; the Law Office of Judith W. Ross serves as
local counsel; and Glassratner Advisory & Capital Group as
financial advisor.


ALERE INC: Moody's Rates New $1.9 Billion Secured Loan 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 2) rating to Alere,
Inc.'s proposed senior secured credit facilities, including a new
$250 million revolving credit facility (undrawn at close), a $600
million term loan A, and a $1,100 million term loan B. Moody's
understands that the proceeds from the bank credit facilities will
be used to refinance the outstanding borrowings under the company's
existing credit facilities, and pay related transaction fees and
expenses. Alere's B2 Corporate Family Rating and B2-PD Probability
of Default Rating remain unchanged given Moody's expectation that
credit metrics will not be meaningfully impacted by this
transaction. The rating outlook remains stable.

Ratings assigned:

  -- $250 million senior secured revolving credit facility due
     2020, Ba3 (LGD 2)

  -- $600 million senior secured term loan A due 2020,
     Ba3 (LGD 2)

  -- $1,100 million senior secured term loan B due 2022,
     Ba3 (LGD 2)

Ratings unchanged/LGD assessments revised:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2-PD

  -- Senior secured bank credit facilities due 2016 and 2017, at
     Ba3 (LGD 3) (to be withdrawn upon close of the refinancing)

  -- 7.25% senior unsecured notes due 2018, to B3 (LGD 4) from B3
     (LGD 5)

  -- 8.625% senior subordinated notes due 2018, at Caa1 (LGD 5)

  -- 6.5% senior subordinated notes due 2020, at Caa1 (LGD 5)

  -- Speculative Grade Liquidity Rating at SGL-1

Alere's B2 Corporate Family Rating reflects the company's high
financial leverage with debt/EBITDA of just under 6 times, ongoing
reimbursement pressures on healthcare providers, and technological
risk inherent in the highly competitive medical diagnostics
industry. The company has faced operating challenges within the
U.S. market, including product recalls and reimbursement headwinds
for its mail-order diabetes tests. However, the ratings are
supported by the company's strong competitive position within the
point-of-care diagnostic testing market. In addition, the ratings
are supported by the company's diverse product offering, and track
record of technological innovation, which positions it well to
serve hospitals and other healthcare providers.

Given the company's high financial leverage, a rating upgrade is
unlikely over the near term. However, Moody's could upgrade the
rating if the company continues to execute on its strategy of
divesting non-core business lines, with the proceeds applied to
debt reduction. In particular, the ratings could be upgraded if
adjusted debt to EBITDA declines below 5.0 times and free cash flow
to debt rises above 7% on a sustained basis.

Moody's could downgrade the rating if the Rating Agency expects
debt/EBITDA to be sustained above 6.5 times, or free cash flow to
adjusted debt to remain below 4% for a sustained period. A
downgrade could also result from operational underperformance which
causes the company's credit metrics or liquidity to weaken.

For further details, refer to Moody's Credit Opinion for Alere,
Inc. on moodys.com.

Alere, Inc., headquartered in Waltham, Massachusetts, is a
manufacturer of rapid diagnostic tests, operating in professional
and consumer diagnostics. Alere's professional diagnostic products
focus primarily within the infectious disease, cardiometabolic
disease, toxicology, and oncology segments. The company's consumer
diagnostics segment, as part of a 50/50 joint venture with Procter
& Gamble, focuses primarily on the over-the-counter pregnancy and
fertility/ovulation testing markets. For the twelve months ended
March 31, 2015, the company generated net revenues from continuing
operations of approximately $2.6 billion.

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



ALERE INC: S&P Affirms 'B' CCR & Rates New $1.95BB Debt 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Waltham, Mass.-based Alere Inc.  The
outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to Alere's proposed $1.95 billion senior secured
credit facility.  The '2' recovery rating reflects S&P's
expectation of "substantial" (70% to 90%) recovery (upper half of
the range) if a default occurs.  The credit facility consists of a
$1.1 billion term loan B, a $600 million term loan A, and a $250
million revolving credit facility (undrawn at close).

S&P also raised the senior unsecured issue-level rating to 'B' from
'B-' and revised the recovery rating to '4' from '5' due to debt
reduction.  The '4' recovery rating reflects S&P's expectation of
"average" (30% to 50%; lower end of the range) recovery if a
default occurs.  The issue-level rating of 'CCC+' on the
subordinated debt is affirmed, and the recovery rating of '6' is
unchanged.  The '6' recovery rating reflects S&P's expectation of
negligible (0 to 10%) recovery in the event of default.

"Our stable rating outlook on Alere incorporates our belief that t
will generate discretionary cash flow of $75 million to $100
million over the next 12 to 18 months, despite lower revenue from
asset dispositions," said Standard & Poor's credit analyst Michael
Berrian.

Alere is a niche player in the life sciences industry, focusing
primarily on the professional diagnostics segment.  Over the past
year, Alere has had operating weaknesses due to sales declines
stemming from its customer mix and lackluster performance from
prior acquisitions.  Expense reductions have offset some of this
performance, but highlighted the company's vulnerability in the
competitive life science industry.  The operating issues, reliance
on primarily one segment, and its niche position support S&P's
"weak" business risk assessment.



ALION SCIENCE: Amends Form S-1 Registration Statement with SEC
--------------------------------------------------------------
Alion Science and Technology Corporation has filed an amendment to
its Form S-1 registration statement relating to the offering of an
undetermined shares of its common stock with a proposed maximum
aggregate offering price of $100 million.

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

Prior to this offering, there has been no public market for the
common stock.  It is currently estimated that the initial public
offering price per share will be between $_____ and $_____.   The
Company intends to list the common stock on _______ under the
symbol "       ".

A copy of the amended preliminary prospectus is available at:

                       http://is.gd/97wGJf

                       About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

The Company reported a net loss of $44 million for the year ended
Sept. 30, 2014, a net loss of $36.6 million for the year ended
Sept. 30, 2013, and a net loss of $41.4 million for the year ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 26, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'B-' from 'SD'.

"The rating action follows Alion's completed exchange offer and a
simultaneous refinancing transaction, whereby the company
refinanced nearly its entire capital structure, except for about
$24 million of 10.25% senior unsecured notes, which will mature in
February 2015," said Standard & Poor's credit analyst Jenny Chang.

In the May 23, 2014, edition of the TCR, Moody's Investors Service
affirmed, among other things, Alion Science & Technology
Corporation's ratings including the Caa2 Corporate Family Rating.
The affirmation of Alion's Caa2 corporate family rating reflects
the company's continued high leverage and weak interest coverage
metrics that are not anticipated to improve meaningfully in the
near-term, Moody's said.


AMC ENTERTAINMENT: Moody's Rates New $600MM Subordinated Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed $600
million senior subordinated notes of AMC Entertainment Inc., with
proceeds to refinance the current $600 million senior subordinated
notes due 2020. AMC's B2 Corporate Family Rating and stable outlook
are unchanged.

Issuer: AMC Entertainment Inc.

  -- Senior Subordinated Notes, Assigned B3 (LGD5)

AMC Entertainment's B2 corporate family rating continues to
incorporate its aggressive capital structure, with leverage of
about 6.4 times debt-to-EBITDA and minimal free cash flow. This
credit profile poses challenge for operating in an inherently
volatile industry reliant on movie studios for product to drive the
attendance that leads to cash flow from admissions and concessions,
but good liquidity enables the company to better manage the
volatility. Also, the company has demonstrated some success in
growing EBITDA per patron through initiatives to improve the
customer experience. It leads its rated peer group on this metric,
and Moody's see potential for modest continued upside as AMC
improves the productivity of its existing assets. The increased
capital intensity related to this initiative will pressure free
cash flow, but Moody's believe the company would moderate the
strategy if returns deteriorate, so that it continues to generate
modestly positive annual free cash flow (after dividends). Scale
and geographic diversification also support the rating, and
although Wanda only owns 78% of Holdings (AMC's parent) following
its IPO, Moody's still consider Wanda a strategic owner, given its
existing cinema, real estate, and entertainment related assets in
China, and a positive for the credit.

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

Headquartered in Leawood, Kansas, AMC Entertainment Inc. (AMC
Entertainment or AMC) operates 347 theatres with 4,972 screens
primarily in major metropolitan markets in the United States. Its
revenue for the last twelve months ended March 31, 2015, was
approximately $2.7 billion.

Dalian Wanda Group Co., Ltd. (Wanda) owns approximately 78% of AMC
Entertainment Holdings, Inc. (Holdings), the parent of AMC.


AMERICAN COMMERCE: Reports $130,000 Net Loss in Fiscal 2015
-----------------------------------------------------------
American Commerce Solutions, Inc. filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $130,000 on $2.20 million of net sales for the year ended
Feb. 28, 2015, compared to a net loss of $169,000 on $2.60 million
of net sales for the year ended Feb. 28, 2014.

As of Feb. 28, 2015, American Commerce had $4.80 million in total
assets, $3.10 million in total liabilities, and $1.70 million in
total stockholders' equity.

Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Feb. 28, 2015, citing that the Company has recurring
losses resulting in an accumulated deficit and is in default of
several notes payable.  These conditions raise substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/gQOGLU

                     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.


AMERICAN HOUSING: Subordination of Templeton's Claims Affirmed
--------------------------------------------------------------
The United States Court of Appeals, Fifth Circuit affirmed in part
and reversed in part the bankruptcy court's judgment in the case
captioned ROBERT L. TEMPLETON, Appellant Cross-Appellee, v. WALTER
O'CHESKEY, Trustee, Appellee Cross-Appellant, NO. 14-10563 (5th
Cir.).

Robert Templeton invested in certain limited partnerships formed
under the auspices of American Housing Foundation ("AHF"), which
issued guaranties of Templeton's investments.  Templeton asserted
claims against AHF in bankruptcy based on the guaranties and on
various state law causes of action related to his investments.

The bankruptcy court issued a judgment subordinating those claims
and also voided, as preferential, transfers made to Templeton
within 90 days of the bankruptcy filing.  However, the bankruptcy
court refused to void allegedly fraudulent transfers.  The district
court affirmed the bankruptcy court's judgment in its entirety.

The 5th Circuit affirmed the bankruptcy court's judgment with
respect to subordination.  It held that Section 510(b) mandates the
subordination of Templeton's claims as each of these claims is a
claim for damages arising from the purchase of securities of AHF's
affiliates.

The appellate court, however, reversed the judgment granting the
avoidance and recovery of the $157,500 in purportedly preferential
transfers and remanded for futher proceedings addressing, inter
alia, the ordinary course of business defense raised by Templeton.

With respect to the allegedly fraudulent transfers, the 5th Circuit
reversed and remanded so that the bankruptcy court may address both
issues underlying the applicability of the good faith defense --
whether Templeton gave value in exchange for the transers and
whether he did so in good faith.

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

                 About American Housing Foundation

Founded as a Texas 501(c)(3) non-profit corporation in 1989,
American Housing Foundation owned and operated more than 12,500
residential units, making AHF one of the nation's largest entities
primarily dedicated to the workforce housing market.  Residents in
AHF properties benefit from significantly below market rental
rates.

Nine alleged creditors of American Housing Foundation filed an
involuntary Chapter 11 petition against AHF (Bankr. N.D. Tex. Case
No. 09-20232) on April 21, 2009.  The petitioning creditors were
represented by David R. Langston, Esq., at Mullin, Hoard & Brown,
in Lubbock, Texas.  Robert L. Templeton, who asserted a $5.1
million claim on account of an investment, had the largest claim
among the petitioners.

AHF opposed the involuntary.  On June 11, 2009, AHF filed a
voluntary petition  (Bankr. N.D. Tex. Case No. 09-20373) to avoid
potential issues associated with a non-profit entity consenting to
relief in the involuntary action.  Judge Robert L. Jones handled
the case.  Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP,
represented AHF in its restructuring efforts.  At the time of the
filing, AHF estimated it had assets and debts of $100 million to
$500 million.  Walter O'Cheskey was later appointed as Chapter 11
trustee.  Focus Management Group served as advisor to the trustee.

AHF Development, Ltd., also filed for Chapter 11 bankruptcy
(Bankr. N.D. Tex. Case No. 09-20703) in 2009.  At the time of its
bankruptcy filing, Development had no ongoing business operations.
Several years prior, it served as a "qualified intermediary" for
"1031 exchanges" in connection with transactions with Matt Malouf,
who became a creditor in the case.

The bankruptcy court consolidated the two cases and appointed
Walter O'Cheskey as the Chapter 11 Trustee.  The Court entered its
Order Approving Appointment of Chapter 11 Trustee on April 29,
2010.

On December 7, 2010, the bankruptcy court approved the Second
Amended Joint Chapter 11 Plan filed by the Chapter 11 Trustee and
the Official Committee of Unsecured Creditors.  American Housing
Foundation emerged from bankruptcy protection that month.  The Plan
would pay creditors from the sale of AHF's apartment communities.

Judge Jones dismissed the bankruptcy case of AHF Development, Ltd.,
in an Aug. 17, 2011 Memorandum Opinion, at the behest of the United
States Trustee and joined by Attebury Family Partnership, L.P. and
the 2001 Scott D. Rice Trust.


AMERICAN POWER: Completes $2.5 Million Private Placement
--------------------------------------------------------
American Power Group Corporation announced the completion of a
private placement of approximately $2.5 million of Subordinated
Contingent Convertible Promissory Notes with several existing
shareholders and investors affiliated with members of its Board of
Directors.

The unsecured Notes bear simple interest at the rate of 10% per
annum and will become due and payable on Nov. 30, 2015.  The
principal amount of the Notes, together with all accrued but unpaid
interest thereon, will automatically be convertible into shares of
Series C Convertible Preferred Stock at a conversion price of
$10,000 per share, immediately upon the effectiveness of the filing
of a Certificate of Designation of Preferences, Rights and
Limitations of Series C Convertible Preferred Stock with the
Secretary of State of Delaware.  Each share of Series C Convertible
Preferred Stock will be convertible to the Company's common stock
at a conversion price of $0.20 per share.  Upon the conversion of
the Notes into shares of Series C Preferred Stock, the Company will
issue to each investor a five-year warrant to purchase a number of
shares of common stock equal to the number of shares issuable upon
conversion of the Series C Preferred Stock, exercisable at $0.20
per share.  The Company has agreed, however, not to file the
Certificate of Designation until certain conditions are met.

Chuck Coppa, American Power Group's CFO stated, "We cannot be more
pleased with the fact that several large shareholders, including
several investors affiliated with members of our Board of
Directors, have invested an additional $2.5 million on top of their
over $9 million investment to-date in APG.  We believe it speaks
volumes to the level of support and confidence these individuals
have in APG, our management team and strategic business plan.  This
capital will allow us to complete the remaining key approvals
needed in the United States, Canada, and Latin America, support our
Fueled By Flare initiative in the Bakken of North Dakota as well as
evaluate several new markets which we believe represent significant
near term opportunities."

Matthew Van Steenwyk, managing director of Longbow Technology
Ventures and a principal of Arrow, LLC, the lead investor, stated,
"We are strong believers in the long term economic and
environmental benefits of domestically abundant natural gas and
believe federal, state and local emission regulations as well as
miles-per-diesel-gallon requirements will only get tougher over the
coming months and years.  We see a significant opportunity for APG
to be at the forefront of providing a proven and cost effective
solution for diesel engine operators as well as regulators to
address these tightening requirements.  We believe that APG
provides the best dual fuel conversion technology, at the lowest
total cost of ownership available in the market which is why we
have increased our investment in APG by an additional $1.5
million."

Jamie Weston, an APG board member and managing director of Spring
Mountain Capital, LLC, APG's largest investor, speaking on behalf
of SMC as well as fellow board member, Neil Braverman of Associated
Private Equity, LP, another large investor in APG, stated, "Today's
announcement of SMC and APE's collective additional investment of
$750,000 on top of our existing $6 million underscores our
continued confidence in APG's management team and business plan,
despite the recent softness in oil prices.  Our continued support
will allow management the flexibility to pursue various avenues of
growth which we believe will strengthen their already market
leadership position in dual fuel conversion technology."

Additional information is available for free at:

                       http://is.gd/hKkjZM

                    About American Power Group

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

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

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


ANACOR PHARMACEUTICALS: Names Graeme Bell as EVP and CFO
--------------------------------------------------------
Anacor Pharmaceuticals, Inc., announced that Graeme Bell will join
Anacor as its new executive vice president and chief financial
officer.  Mr. Bell has more than 20 years of global financial
experience in the pharmaceutical industry, and will succeed
Geoffrey M. Parker effective as of June 1, 2015.  Mr. Parker will
remain with Anacor as a consultant to support the transition.

Mr. Bell joins Anacor from Merck & Co., Inc., where he served since
2010 as its vice president, Country CFO, U.S. Human Health,
responsible for the financial oversight and support of Merck's U.S.
pharmaceutical and vaccine business.  Prior to his most recent
role, Mr. Bell served in a number of positions of increasing
responsibility at Merck, including as its Global Pharmaceutical
Franchises Controller from 2009 to 2010, Country CFO, U.K. from
2008 to 2009 and Global Head of Investor Relations from 2004 to
2008.  Mr. Bell has an MBA from Durham University (UK) and is a
Fellow of the Chartered Institute of Management Accountants.

"Graeme is an experienced pharmaceutical executive whose two
decades in financial leadership roles at Merck transforming
strategic business initiatives into meaningful results will be
invaluable to Anacor as we continue our evolution as an emerging
commercial pharmaceutical company.  He brings extensive business
development, strategic, operational and investor relations
experience, practical expertise resourcing product launches, as
well as exceptional financial leadership skills.  We are excited to
add a senior executive of Graeme's caliber to Anacor and believe he
will prove a strong addition to our executive team," said Paul L.
Berns, chairman and chief executive officer of Anacor.  "In
addition, I also want to thank Geoff for his many contributions
during his term as Chief Financial Officer and for his commitment
to our stockholders, employees and other stakeholders.  We are very
pleased to have his continuing support."

"I am very pleased to join Anacor and its leadership team at such
an exciting time," said Graeme Bell.  "Anacor's recently approved
product, KERYDIN, Phase 3 asset, AN2728, and innovative product
development efforts present a unique and compelling opportunity to
create value for patients, healthcare providers and Anacor's
stockholders.  I'm keen to begin contributing to Anacor’s success
going forward."

"I am delighted that Graeme will be joining Anacor and I look
forward to working closely with Paul, Graeme and the rest of my
colleagues over the coming months to ensure a seamless transition,"
said Geoff Parker.

Mr. Bell's offer letter with the Company provides for (i) an annual
base salary of $400,000; (ii) eligibility to participate in the
Company's cash incentive bonus plan, with an annual cash incentive
bonus target equal to 35% of base salary; (iii) a new hire
long-term equity incentive award comprised of approximately
$1,125,000 of time-based stock options, $375,000 of time-based
restricted stock units, $500,000 of performance-based restricted
stock units and $250,000 of supplemental performance-based
restricted stock units; (iv) up to $150,000 in reimbursement for
out-of-pocket relocation expenses; and (v) eligibility to
participate in the Company's benefit plans and arrangements.

The Company and Mr. Parker entered into a six-month consulting
agreement pursuant to which Mr. Parker will receive a monthly fee
in the amount of $6,867 per month in exchange for the performance
of specified services.

                   About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

Anacor reported a net loss of $87.1 million on $20.7 million of
total revenues for the year ended Dec. 31, 2014, compared with net
income of $84.8 million on $17.2 million of total revenues for the
year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $214.88 million in total
assets, $137.34 million in total liabilities, $4.95 million in
redeemable common stock and $72.59 million in total stockholders'
equity.


ANNA'S LINENS: Preparing to File for Bankruptcy Protection
----------------------------------------------------------
Lillian Rizzo and Matt Jarzemsky, writing for Daily Bankruptcy
Review, reported that home goods retailer Anna's Linens Inc. has
hired restructuring advisers and is planning to file for bankruptcy
in the coming weeks, said people familiar with the matter.

According to the DBR, citing one of the people, the
California-based retailer of bed linens and towels is in the
process of selecting a lead bidder for some or all its stores in a
court-supervised auction, though it's possible that at least some
of the stores will be liquidated.

Anna's Linens, Inc., is a Delaware corporation headquartered in
Costa Mesa, California.  The Company is a retailer of home
textiles and home decor items.


APPLIED MINERALS: Files Post-Effective Amendment to S-1 Prospectus
------------------------------------------------------------------
Applied Minerals, Inc. has filed with the Securities and Exchange
Commission a post-effective amendment no. 1 to its Form S-1
registration statement relating to the sale of up to 20,485,019
shares of its common stock with par value of $0.001 issuable on
conversion of $10.5 million of 10% PIK-Election Convertible Notes
due 2023.  The interest rate on the Series 2023 Notes is 10% per
year and at the Company's election, interest may be paid in cash or
in Series 2023 Notes.

As of June 5, 2015, 7,720,588 shares are issuable on conversion of
the Series 2023 Notes that were issued on Aug. 2, 2013 (the date of
the initial issuance of Series 2023 Notes) and 1,216,958 shares are
issuable on conversion of Series 2023 Notes that have been issued
as interest.  If the Company issues additional Series 2023 Notes in
payment of interest, the number of shares that may be sold pursuant
to this Prospectus relates will increase, and if the Company makes
all the interest payments by issuing additional Series 2023 Notes
and all the Series 2023 Notes remain outstanding until 2023, the
additional shares issuable on conversion of the Series 2023 Notes
issued in payment of interest could increase the number of shares
to which this Prospectus relates to 20,485,019 shares.  Given the
Company's current financial position, it is anticipated that for
the foreseeable future, the Company will pay interest using Notes
issued as payment-in-kind interest.

The Company's Common Stock is quoted on the OTCQB under the symbol
"AMNL."  On June 1, 2015, the closing bid quotation of the
Company's Common Stock was $0.63.

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

                        http://is.gd/LjmoFN

                      About Applied Minerals

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

Applied Minerals reported a net loss of $10.3 million in 2014, a
net loss of $13.06 million in 2013 and a net loss of $9.73 million
in 2012.  As of March 31, 2014, the Company had $13.49 million in
total assets, $12.04 million in total liabilities and $1.45 million
in total stockholders' equity.


ASSOCIATED ASPHALT: Moody's Affirms 'B3' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Associated Asphalt Partners,
LLC's Corporate Family Rating at B3, the Probability of Default
Rating at B3-PD, and the senior secured notes due 2018 at Caa1. The
rating outlook is stable.

  -- Corporate Family Rating, affirmed at B3

  -- Probability of Default Rating, affirmed at B3-PD

  -- Senior secured notes due 2018, affirmed at Caa1, LGD4

  -- The rating outlook is stable.

The B3 Corporate Family Rating reflects the company's high debt
leverage and modest liquidity cushion. Associated Asphalt's ratings
are constrained by its small scale, volatility in gross profit and
free cash flow generation, concentrated supplier base compared to
other rated distributors, limited end-markets, geographic
concentration, and its exposure to cyclical road and commercial
construction activity. However, Moody's notes that Associated
Asphalt's scale and facility locations position it well versus
various non-rated competing asphalt distribution companies. Moody's
expects the company will continue to pursue acquisition
opportunities, presenting acquisition and integration risks.

The rating is supported by the company's strategic footprint in the
North American asphalt industry, and longstanding customer and
supplier relationships. Associated Asphalt is among the largest
asphalt resellers in the U.S., operating 15 asphalt terminals
located in the Mid-Atlantic and Southeast with 2.1 million barrels
of asphalt storage capacity. The company's liquidity asphalt
terminals are directly accessible via rail lines, which connects
them with Midwest refinery suppliers. In order to serve its highway
construction customers, its terminals are located close to
population centers and major highways. Its storage capacity enables
it to accept asphalt delivery year round from its refinery
suppliers, then sell during peak warm weather construction months.
The company seeks to earn enhanced margins by leveraging its
location, between Midwest refineries and key East Coast and Mid
Atlantic end markets, and its ability to buy throughout the year,
including low demand winter months. This strategy exposes the
company to inventory valuation risk as the margin between wholesale
asphalt purchases and retail pricing is volatile.

Moody's expects the company's liquidity to remain adequate in 2015.
Operating performance is expected to be buoyed by low cost
inventory, a reasonable pricing environment and stable demand.
Furthermore, lower crude prices should translate into lower working
capital needs.

The stable outlook presumes that the company will carefully balance
its financial policy including maintaining acceptable liquidity and
leverage and other credit metrics against its acquisition strategy.
The rating also reflects the expectation that gross profit margin
per ton will increase in 2015 over 2014 levels. Furthermore, it
reflects Moody's expectations that organic growth and acquisitions
will allow the company to gradually increase its scale over time.

The ratings could improve if the company strengthens its financial
metrics, including driving its debt-to-EBITDA ratio consistently
below 4.5x, expanding gross profit and gross profit per ton, and
building scale and diversity.

Larger debt-financed acquisitions, increased leverage, or declining
infrastructure and roadway spending may result in negative rating
pressure. In addition, if competitive pressure persists or other
market pressures arise such that gross margin and gross margin per
ton fail to revert closer to historic levels, the ratings could be
downgraded.

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.

Associated Asphalt Partners, LLC headquartered in Roanoke,VA, is a
reseller of liquid asphalt, used predominately for road
development, construction and maintenance. In February 2012, GS
Capital Partners and management acquired Associated Asphalt and is
now the majority equity holder. Revenues for the trailing twelve
months ending March 31, 2015 totaled $524 million. The company
provides approximately 2.1 million barrels of asphalt storage
capacity, operates 218 storage tanks, and controls 15 asphalt
terminals located throughout the Mid-Atlantic and Southeastern U.S.


AURORA DIAGNOSTICS: Posts $55.4 Million Net Loss in 2014
--------------------------------------------------------
Aurora Diagnostics Holdings, LLC filed with the Securities and
Exchange Commission its annual report disclosing a net loss of
$55.4 million on $243 million of net revenue for the year ended
Dec. 31, 2014, compared to a net loss of $73.0 million on $248
million of net revenue for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $326 million in total assets,
$433 million in total liabilities, and a $107.6 million total
members' deficit.

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

                       http://is.gd/k3v3AX

                      About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers.  The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013. The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

                             *   *   *

As reported by the Troubled Company Reporter on Sept. 27, 2013,
Moody's Investors Service downgraded Aurora's Corporate Family
Rating to Caa2 from B3 and Probability of Default Rating to Caa2-
PD from B3-PD.  Moody's also lowered the debt ratings of Aurora
Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC
(collectively Aurora).  Concurrently, Moody's downgraded Aurora's
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The
outlook for the ratings remains negative.

The downgrade of the ratings reflects Moody's expectation that the
company will see continued difficulty in mitigating a significant
decline in revenue and EBITDA.  This stems from a reduction in
Medicare reimbursement due to a decrease in rates and
sequestration, continued challenging volume growth trends and
threats of additional reimbursement reductions.  This will
negatively impact the company's credit metrics, constrain Aurora's
ability to repay debt and pressure the company's liquidity
position. Moody's also has concerns about the sustainability of
the company's capital structure given its significant debt load
and related interest burden.

In the Aug. 7, 2014, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Palm Beach Gardens,
Fla.-based anatomic pathology services provider Aurora Diagnostics
Holdings LLC to 'CCC+' from 'CCC'.  The outlook is stable.



BAXANO SURGICAL: Ch. 11 Liquidating Plan Goes to July 24 Hearing
----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on June 3, 2015, approved the disclosure
statement explaining Baxano Surgical, Inc.'s Chapter 11 liquidating
plan and scheduled the confirmation hearing for
July 24, 2015.

Any objection to confirmation of the Plan must be filed on July 10.
Any response to an objection to confirmation of the Plan must be
filed on July 17.

Prior to the Disclosure Statement hearing, the Debtor amended its
plan outline to provide that the only remaining assets of the
Debtor's estates are cash (approximately $15,000), account
receivable (approximately $672,000), rights to return of deposits
and refund of unearned insurance premiums (approximately $45,000),
escrows for professional fees (approximately $196,000), potential
causes of action to recover preferential transfers (approximately
$30,000), and certain other causes of action.

The Official Committee of Unsecured Creditors' professionals
conducted certain legal research regarding potential bases for D&O
Causes of Action and they concluded that there may be issues
surrounding the acts and omissions of the Debtor's directors and
officers at the time the Debtor was sekking to raise significant
amounts of capital in 2013 and 2014.

A full-text copy of the Disclosure Statement in support of the
First Amended Plan, dated June 2, 2015, is available at
http://bankrupt.com/misc/BAXANOds0602.pdf

                       About Baxano Surgical

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

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

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

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

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

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

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


BEAZER HOMES: Moody's Raises Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded Beazer Homes USA, Inc.'s
Corporate Family Rating to B3 from Caa1 and its Probability of
Default Rating to B3-PD from Caa1-PD. Concurrently, Moody's
upgraded Beazer's senior secured notes to Ba3 from B1 and its
senior unsecured notes to Caa1 from Caa2. Moody's also affirmed the
Speculative-Grade Liquidity rating at SGL-3. The rating outlook is
stable.

The upgrade of Beazer's Corporate Family Rating to B3 from Caa1
reflects projected improvement in profitability and in key credit
metrics as the company executes on its "2B-10" strategy plan while
benefiting from the continued growth in the homebuilding industry.
Further, homebuilding debt-to-capitalization is expected to
decrease to 67% by the end of fiscal 2015 that ends on September
30, 2015 from 86% as of March 31, 2015 after the expected
elimination of substantially all of the valuation allowance of
about $426 million in deferred tax assets in the fourth quarter of
fiscal 2015. Furthermore, Moody's assumes in the rating action that
Beazer will pro-actively refinance its 2016 debt maturities that
include $173 million senior secured 2nd lien notes due in June 2016
and a $130 million senior secured revolving credit facility
expiring in September 2016. The ratings could be lowered if Beazer
is unable to refinance its upcoming maturities on a timely basis.

Moody's took the following actions on Beazer Homes USA, Inc.:

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

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

  -- $300 million senior secured notes, upgraded to Ba3 (LGD2)
     from B1 (LGD2);

  -- $325 million senior unsecured notes, upgraded to Caa1 (LGD4)
     from Caa2 (LGD4);

  -- $200 million senior unsecured notes, upgraded to Caa1 (LGD4)
     from Caa2 (LGD4);

  -- $200 million senior unsecured notes, upgraded to Caa1 (LGD4)
     from Caa2 (LGD4);

  -- $173 million senior unsecured notes, upgraded Caa1 (LGD4)
     from Caa2 (LGD4);

  -- $235 million senior unsecured notes, upgraded Caa1 (LGD4)
     from Caa2 (LGD4);

  -- Speculative Grade Liquidity Rating, affirmed at SGL-3;

Outlook is stable (previously positive).

The B3 Corporate Family Rating reflects Beazer's high projected
homebuilding debt-to-capitalization, weak interest coverage,
adequate liquidity position and historical operating
underperformance versus many of its peers. The homebuilding
interest coverage (homebuilding EBIT/interest incurred) was
slightly below 1x as of March 31, 2015 and is considered weak for
the B3 rating category. However, Moody's anticipates this ratio
will improve to a level above 1x over the next few of quarters and
rise to about 1.5x in fiscal 2016. Furthermore, the rating takes
into consideration the company's low margins -- both gross margin
and EBIT margin -- when compared to the rated homebuilders.

The B3 Corporate Family Rating is supported by Beazer's improving
financial results, its size and geographic diversity as it operates
in 15 states spanning across the US. Beazer is in the midst of a
plan to realize $2 billion in annual revenue and 10% EBITDA margins
(referred to as "2B-10" and announced in 2014), which Moody's
projects to be attainable by fiscal 2017. The company's revenues
and EBITDA margins were $1.5 billion and 8.8%, respectively for the
last twelve months ended March 31, 2015. Thus far, the company is
still in early stages of executing its 2B-10 plan and Beazer has a
long way to go to reach its stated targets. However, the company's
community count, average sales price, sales per community, and
backlog are all going up and should benefit from the ongoing
housing market recovery. Part of the improvement in financial
metrics is also expected to come from Beazer's capital allocation
strategy as the company is redirecting capital to higher margin and
higher return markets and exiting markets where the returns are not
satisfactory. The housing market recovery is also allowing the
company to utilize land that has been held since the downturn. An
example is the recent activation of a $41 million parcel in
Sacramento. The company's land held for future development has
decreased to 15.4% as a percent of total inventories in fiscal 2Q15
from 20.6% a year ago. Moody's expects these factors will improve
the company's asset productivity and returns.

The SGL-3 speculative-grade liquidity rating reflects Beazer's
adequate liquidity position. Moody's currently expects that Beazer
will pro-actively refinance its 2016 debt maturities that include
$173 million senior secured 2nd lien notes due in June 2016 and
$130 million senior secured revolving credit facility expiring in
September 2016 (an additional $20 million expires in September of
2015). The company has some flexibility to temporarily pull back on
its land purchases if it is faced with the need to redeem the 2016
notes using internally available sources only. Annual land
purchases and land development expenses are currently projected to
amount to around $500 million in 2015. Moody's expects Beazer's
overall free cash flow to remain negative over the next 12-18
months assuming this level of investment as it continues growing
its land position and developing existing land at a faster pace
than selling its homes. Because of the negative cash flow
generation, Beazer's cash balance will continue to decline unless
it increases debt or temporarily pulls back on the level of land
investment. Moody's currently projects the company's cash balance
($146 million as of 3/31/15) to be less than the $173 million of
senior secured notes coming due in 2016 if the company were to
invest $500 million in inventory and does not refinance the notes
prior to maturity.

The stable rating outlook reflects Moody's expectation that
Beazer's key credits metrics will improve over the next 12 to 18
months, that the company will continue to benefit from the strength
of the homebuilding industry, and that it will proactively
refinance its debt maturities at a reasonable cost.

Positive rating action could occur if Beazer is able to sustain its
homebuilding debt to capitalization ratio below 60% and its
Homebuilding EBIT/interest incurred above 2.0x while maintaining
adequate liquidity and continuing to be profitable.

Negative rating action could be taken if Beazer's homebuilding
debt-to-capitalization exceeds 70% for an extended period of time
and Homebuilding EBIT/interest incurred is not improved and
sustained above 1.0x. The ratings could also be downgraded if
liquidity deteriorates including if Moody's believes refinancing
risk related to 2016 debt maturities is increasing.

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

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. has
presence in 15 states in three geographic regions and targets
entry-level, move-up and retirement-oriented home buyers. Total
revenues and consolidated net income from continuing operations for
the last twelve month period ended March 31, 2015 were
approximately $1.5 billion and $46 million, respectively.


BERNARD L. MADOFF: Trustee Can Proceed with Clawback Suits
----------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that U.S. Bankruptcy Judge Stuart M. Bernstein in New York said
Irving Picard, the trustee recovering money for victims of Bernard
Madoff's Ponzi scheme, can move forward with 233 lawsuits aiming to
claw back hundreds of millions of dollars in so-called fictitious
profits from Mr. Madoff's customers.

According to the Journal, Judge Bernstein said in a 72-page
decision that "the hallmark of all Ponzi schemes is the use of 'the
investments of new and existing customers to fund withdrawals of
principal and supposed profit made by other customers,' and
Madoff's activities fit the definition."

"Once it is determined that a Ponzi scheme exists, all transfers
made in furtherance of that Ponzi scheme are presumed to have been
made with fraudulent intent," Judge Bernstein said, the Journal
quoted.

                    About Bernard L. Madoff

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

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

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

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

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

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


BERRY PLASTICS: Unit Closes $700 Million Notes Offering
-------------------------------------------------------
Berry Plastics Group, Inc., announced that Berry Plastics
Corporation, Berry Group's wholly owned subsidiary, issued
$700,000,000 in aggregate principal amount of 5.125 percent Second
Priority Senior Secured Notes due 2023 pursuant to an indenture,
dated as of June 5, 2015, by and among the Issuer, the guarantors
named therein and U.S. Bank National Association, as trustee.

In addition, pursuant to a previously announced cash tender offer
and consent solicitation by the Issuer, with respect to any and all
of the Issuer's outstanding 9.75 percent Second Priority Senior
Secured Notes due 2021 issued under an indenture dated as of Nov.
19, 2010, approximately 63 percent of the outstanding Notes had
been tendered as of 5 p.m., New York City time, on
June 4, 2015, the expiration of the consent payment deadline.  The
consents received exceeded the number needed to approve the
proposed amendments to the Indenture and the Issuer has elected to
exercise its right to accept for early payment all of the Notes
validly tendered prior to the Consent Date.  Each of the holders
who validly tendered its Notes and delivered consents prior to the
Consent Date will receive the total consideration of $1,102.50,
which includes $1,072.50 as the tender offer consideration and
$30.00 as a consent payment.  In addition, accrued interest up to,
but not including, the applicable payment date of the Notes will be
paid in cash on all validly tendered and accepted Notes.  The
Issuer currently expects these payments will be made on June 5,
2015.  The complete terms and conditions of the tender offer and
consent solicitation for the Notes are detailed in the Offer to
Purchase and Consent Solicitation Statement dated May 21, 2015, and
the related Consent and Letter of Transmittal.

Under the terms of the tender offer, the Issuer and the trustee
under the Indenture have entered into a supplemental indenture that
effects the Proposed Amendments to the Indenture.  The Proposed
Amendments eliminate substantially all of the material restrictive
covenants, eliminate or modify certain events of default and
eliminate or modify related provisions in the Indenture.  The
supplemental indenture became effective upon the Issuer's
acceptance of a majority in principal amount of the Notes for
payment under the early acceptance terms in the Offer.

Notwithstanding the Issuer's exercise of its early acceptance
rights, the tender offer will remain open and is scheduled to
expire at 12 midnight, New York City time, on June 18, 2015, unless
extended.  Because the Consent Date has passed, tendered Notes may
no longer be withdrawn and consents may no longer be revoked at any
time, subject to limited exceptions.  Holders who validly tender
their Notes and deliver their consents after the Consent Date and
prior to the Expiration Date will receive only the tender offer
consideration and will not be entitled to receive a consent payment
if such Notes are accepted for purchase pursuant to the tender
offer.

All the conditions set forth in the Tender Offer Documents remain
unchanged.  If any of the conditions are not satisfied, the Issuer
may terminate the Offer and return tendered Notes that have not
already been accepted for payment. The Issuer has the right to
waive any of the foregoing conditions with respect to the Notes and
to consummate the Offer.  In addition, the Issuer has the right, in
its sole discretion, to terminate the Offer at any time, subject to
applicable law.

Citigroup Global Markets Inc. is acting as Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer or consent solicitation may be
directed to Liability Management Group at (800) 558-3745
(toll-free) or at (212) 723-6106 (collect).

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

                        About Berry Plastics

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

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

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

                           *     *     *

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


BIOSCRIP INC: S&P Affirms 'B-' CCR & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Elmsford, N.Y.-based provider of home infusion
services BioScrip Inc. and revised the rating outlook to negative
from stable.

At the same time, S&P affirmed its 'B' rating on BioScrip's senior
secured term loan.  S&P's recovery rating on this debt remains
unchanged at '2', indicating S&P's expectation for meaningful (50%
to 70%; at the lower end of the range) recovery of principal in the
event of a payment default.  S&P is also affirming its 'CCC' rating
on its senior unsecured notes.  The recovery rating on this debt
remains unchanged at '6', indicating S&P's expectations of
negligible (0% to 10%) recovery in the event of default.

"Although the company's operating performance improved in the first
quarter of 2015--after suffering from billing and collection issues
in 2014 stemming from the integration of an acquisition--its
results still fell meaningfully short of our expectations,
prompting a reassessment of our forecast for 2015," said Standard &
Poor's credit analyst David Kaplan.

Notwithstanding S&P's lowered forecast, its negative outlook
reflects the downside risk to that base case, given weakened
confidence in the company's ability to execute on its plan to
quickly improve profitability in coming quarters.

S&P's negative outlook reflects the downside risk to its base case
given its decreased confidence in the company's ability to execute
on its plan to quickly improve profitability in coming quarters.

S&P would likely lower the rating if it expects the company's
annual EBITDA to fall short of about $40 million, or if borrowings
on the revolver, combined with lower earnings, leads to constrained
liquidity.  In this scenario, S&P could conclude that BioScrip's
capital structure is unsustainable.

S&P would consider revising the outlook to stable if it develops
greater confidence the company can meet S&P's base case
expectation, including significant improvement in profitability
over the next two quarters.



BRIGHT HORIZONS: S&P Raises CCR to 'BB-', Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Watertown, Mass.-based childcare center
operator Bright Horizons Family Solutions LLC to 'BB-' from 'B+'.
The rating outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior secured credit facilities to 'BB' from 'BB-'.  The
'2' recovery rating remains unchanged, indicating S&P's expectation
for substantial recovery (70%-90%; lower half of the range) of
principal in the event of a payment default.

"The upgrade reflects Bright Horizons' strong operating performance
and our expectation that its revenue and EBITDA will continue to
increase at a high-single digit percentage and low-double-digit
percentage, respectively, in 2015," said Standard & Poor's credit
analyst Thomas Hartman.  "The upgrade also reflects Bright
Horizons' majority shareholder's recent secondary offering that
lowered its stake in the company to less than 40%."  S&P views this
change in ownership level as credit positive because it lowers the
risk of financial sponsor influence over the company's financial
policy.

The corporate credit rating on Bright Horizons reflects S&P's
assessment of the company's business risk profile as "fair" and its
financial risk profile as "aggressive."  S&P's business risk
profile assessment reflects the company's niche market position in
employer-sponsored childcare centers, the capacity utilization
rates' sensitivity to high unemployment, and the highly competitive
and fragmented child care business.

Bright Horizons is the largest U.S. provider of employer-sponsored
workplace-based childcare and is about 6x larger than its nearest
competitor.  The company's clients provide childcare to their
employees via employer-sponsored centers to enhance employee
retention.  These centers account for two-thirds of Bright
Horizons' total locations.  The company's fixed costs are
relatively high because of significant lease costs and its
commitment to maintaining high center staffing levels to ensure
good customer service.  However, these less-volatile
employee-sponsored centers have allowed the company to maintain
higher utilization rates and create economies of scale in marketing
and management, resulting in higher EBITDA margins than its
competitors.  Also, the company's faster-growing backup childcare
business has higher margins than its center-based service and now
accounts for more than one-third of EBITDA.  The backup segment
also provides some revenue visibility due to multiyear contracts, a
diverse group of employers, and steady demand.

"The stable outlook reflects our expectation that Bright Horizons'
revenue and EBITDA will grow at a high-single-digit and
low-double-digit percentage rate, respectively, in 2015, and that
leverage will remain in the low-4x area," said Mr. Hartman.
"However, in a recessionary environment, we believe that leverage
could temporarily increase to the mid-4x area before management
would be able to bring it back to the low-4x area through cost
reduction and other efforts."

S&P could lower the rating on the company if its growth stalls and
its operating performance weakens or if S&P believes leverage will
increase to the high-4x area without a clear path back to the
mid-4x area over the following two to three quarters.  This
scenario could result from a weakened economy, foreign exchange
challenges, or a sizeable debt-financed acquisitions or share
repurchases.

S&P could raise the rating if the company is able to meaningfully
diversify, either through its portfolio of services or
internationally.  In addition, an upgrade would likely require
leverage to improve to the low- to mid-3x area on a sustained
basis.



CACHE INC: Seeks Oct. 2 Extension of Plan Filing Date
-----------------------------------------------------
Cache Inc., et al., ask the U.S. Bankruptcy Court for the District
of Delaware to further extend their exclusive period for filing a
plan of reorganization through and including Oct. 2, 2015, and
their exclusive period for obtaining acceptances of that plan
through and including Dec. 1, 2015.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, the Debtors and Great American
Group WF, LLC, as agent, completed their going-out-of-business
sales under the Agency Agreement.  In addition, the Debtors
negotiated and implemented the settlement memorialized in the Final
DIP Order that will provide up to $950,000 for the payment of
allowed 503(b)(9) claims and stub rent claims.

The Debtors, Ms. Jones tells the Court, are in the process of
winding down the remaining issues in these cases that need to be
addressed.  In light of the posture of these chapter 11 cases, the
Debtors believe it is in the best interests for them to remain in
control of the administration and conclusion of these tasks under
the chapter 11 process, including preserving the possibility and
opportunity to propose and confirm a chapter 11 plan to the extent
that is the optimal outcome for creditors and other
parties-in-interest.

                       About CACHE, Inc.

Cache, Inc., operates 236 women's apparel specialty stores under
the trade name "Cache."  On Dec. 4, 2014, New York-based Cache
announced that it has received an inquiry from a third party
regarding a potential sale of the Company.

Cache, Inc., and its two affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
15-10172) on Feb. 4, 2015.  The case is assigned to Judge Mary F.
Walrath.

The Debtors are represented by Laura Davis Jones, Esq., Peter J.
Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware.  The Debtors' restructuring
advisors is FTI Consulting Inc., while their investment banker and
financial advisor is Janney Montgomery Scott LLC.  Thompson Hine
represents the Debtors in corporate and securities matter, while
Jackson Lewis P.C. represents the Debtors in employment matters.

The Debtors' communications services provider is Epiq Systems,
Inc., while their noticing and claims management services provider
is Kurtzman Carson Consultants.  A&G Realty Partners, LLC, serves
as the Debtors' real estate consultants.

The Debtors had total assets of $53.7 million and total
liabilities of $51.1 million as of Sept. 27, 2014.  In its
schedules, the Debtor disclosed $38,793,006 in assets and
$84,113,066 in liabilities.      

The U.S. Trustee for Region 3 has appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' case.


CEB INC: Moody's Assigns Ba1 Ratings on Proposed $500MM Senior Debt
-------------------------------------------------------------------
Moody's Investors Service affirmed CEB Inc.'s Ba2 Corporate Family
Rating, and assigned Ba1 ratings to the company's proposed $500
million of senior credit facilities comprising a $250 million
revolving credit facility and a $250 million term loan facility,
and a Ba3 rating to the proposed $250 million of senior notes. CEB
will use the proceeds from new debt issuance to refinance existing
indebtedness. As part of the rating actions, Moody's also upgraded
CEB's Probability of Default Rating (PDR) to Ba2-PD, from Ba3-PD.
CEB's SGL-1 speculative grade liquidity rating was affirmed. The
ratings outlook is stable. Moody's will withdraw the ratings for
CEB's existing senior credit facilities upon their full repayment
at the close of the refinancing.

Pro forma for the refinancing, CEB's leverage will remain unchanged
at about 2x on a reported total debt to adjusted EBITDA basis, or
4.3x on a Moody's lease adjusted basis, and the debt maturities
will be extended. In accordance with its Loss Given Default
methodology, Moody's changed CEB's PDR to Ba2-PD, to reflect the
addition of senior unsecured notes in the capital structure.

The Ba2 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.
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.

The summary of rating actions is as follows:

Issuer:  CEB, Inc.

  -- Corporate Family Rating -- Affirmed, Ba2

  -- Probability of Default Rating -- Upgraded to Ba2-PD, from
     Ba3-PD

  -- $250 million Revolving Credit Facility -- Assigned,
     Ba1 (LGD 2)

  -- $250 million Term Loan -- Assigned, Ba1 (LGD 2)

  -- $250 million Senior Unsecured Notes -- Assigned, Ba3 (LGD 5)

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

  -- Outlook: Stable

The following ratings will be withdrawn:

Issuer: CEB, Inc.

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

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

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.


CHESAPEAKE ENERGY: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed all ratings for Chesapeake Energy
Corporation (NYSE: CHK).  The Rating Outlook is revised to Stable
from Positive.

The Outlook revision reflects the reduced prospects of a positive
rating over the next 12 months due to the impact of lower oil & gas
prices on the company's forecasted cash flow and leverage profiles,
as well as a general loss of debt reduction and capital structure
simplification momentum.

Approximately $11.7 billion and $3.0 billion in unsecured debt and
convertible preferred stock, respectively, are affected by today's
rating action. A full list of rating actions follows at the end of
this release.

KEY RATING DRIVERS

Chesapeake's ratings reflect its considerable size with an
increasingly liquids-focused production profile and proved reserves
(1p) base, solid reserve replacement history, favorable liquidity
position, and strong operational execution with ongoing
improvements in drilling, stimulation, and completion techniques
leading to competitive production and cost profiles. These
considerations are offset by the company's levered capital
structure, continued exposure to legacy drilling, purchase, and
overriding royalty interest obligations, natural gas weighted
profile that results in lower netbacks per barrel of oil equivalent
(boe) relative to liquid peers, and weaker realized natural gas
prices after gathering, transportation and basis differentials.
Fitch recognizes, however, that Chesapeake has made significant
progress towards its financial and operational deleveraging efforts
since 2013. Further, Fitch believes realized prices could exhibit
positive trends with Marcellus basis differentials steadily
improving over the medium-term and, possibly, the formation of
Barnett and Haynesville partnerships, as well as constructive
discussions with its midstream partner.

The company reported year-end 2014 net proved reserves of nearly
2.5 billion boe and production of 707 thousand boe per day (mboepd;
29% liquids). This results in a year-end reserve life of just under
10 years. First quarter 2015 production was 686 mboepd (29%
liquids) with declining quarterly trends anticipated with the sharp
reduction in forecasted rig activity (14 rigs working by year-end
2015 vs. 65 rig average for 2014). The Fitch-calculated one-year
organic reserve replacement rate was about 154% with an associated
finding and development (F&D) cost of approximately $10.15 per boe.
Fitch-calculated cash netbacks ($18.16/boe in 2014) have generally
exhibited positive trends over the past five years with a compound
annual growth rate of nearly 13% mainly due to the realization of
production efficiency gains and reduced interest expense. However,
materially lower unhedged realized prices during the first quarter
of 2015 have had a considerable negative impact resulting in
Fitch-calculated cash netbacks below $6/boe.

Balance sheet debt/EBITDA metrics strengthened year-over-year to
2.6x at year-end 2014 from 2.8x at year-end 2013 mainly due to
lower debt levels following the spin-off of the company's oilfield
services business (Seventy Seven Energy Inc.). Latest 12 month
(LTM) metrics, however, demonstrate the early effects of lower
price realizations with balance sheet debt/LTM EBITDA rising to
over 2.9x. The Fitch-calculated debt/1p reserves and debt/flowing
barrel have remained relatively steady quarter-over-quarter and
were approximately $3.35/boe, and $19,300, respectively, as of
March 31, 2015. Fitch's base case, assuming West Texas Intermediate
(WTI) and Henry Hub prices of $50/barrel and $3/mcf, respectively,
forecasts debt/EBITDA of over 5.4x in 2015. Upstream credit metrics
are generally forecast to exhibit less variability, subject to
reserve revisions.

HEIGHTENED CAPITAL EFFICIENCY, LIQUIDITY FOCUS IN WEAK PRICE
ENVIRONMENT

Chesapeake, consistent with other North American independent E&P
peers, is focused on ramping down drilling activity and preserving
financial flexibility in 2015. The company plans to operate an
average of 25-35 rigs in 2015, or approximately a 55% reduction
year-over-year, and has budgeted capital expenditures of about
$3.25 billion (guidance mid-point excluding capitalized interest).
Spending and activity is front-loaded with Chesapeake estimated to
exit 2015 with 14 rigs operating at a quarterly capital spending
rate of approximately $450 million. While management expects
production to grow modestly at 1%-3% in 2015 (adjusted for 2014
divestitures), the reduction in activity should negatively impact
exit production rates. Liquids, in particular, are anticipated to
exhibit heightened production pressure given the considerable
cutbacks allocated to the liquids-rich Eagle Ford.

While management intends on more closely aligning cash flows from
operations and capital expenditures by year-end 2015, Fitch
highlights that Chesapeake remains subject to nearly $1 billion in
common and preferred dividends, interest costs, and royalty
payments, which is viewed as a considerable credit overhang.
However, the company continues to exhibit strong operational
execution with ongoing improvements that have enhanced the
production and cost profiles with an ability to accelerate activity
relatively quickly in a supportive pricing environment.
Transactions executed in 2014 and, potentially, the anticipated CHK
Cleveland-Tonkawa (C-T) divestiture in 2015 have and could further
improve financial flexibility, though deleveraging momentum seems
to be greatly reduced in the current weak oil & gas pricing
environment.

FORECAST CASH FLOW METRICS WIDEN DUE TO WEAK PRICES AND
DIFFERENTIALS

Fitch's base case projects that Chesapeake will be approximately
$2.2 billion free cash flow (FCF) negative in 2015. Fitch notes
that its FCF estimate considers over $400 million in common and
preferred dividends. The Fitch base case results in balance sheet
debt/EBITDA of over 5.4x in 2015 mainly due to weak oil & gas
market prices and differentials. Debt/1p reserves and debt per
flowing barrel metrics are forecast to remain solid at
approximately $5.35/boe, subject to any revisions, and $20,850,
respectively. Fitch's base case WTI and Henry Hub price forecast
assumptions of $60/barrel and $3.25/mcf in 2016, respectively,
suggest that Chesapeake will need to continue to take a measured
approach to capital spending with a heightened focus on capital
efficiency. The Fitch base case considers that the company
continues to outspend operating cash flow in 2016, albeit at
considerably lower levels, resulting in debt/EBITDA generally
consistent with 2015 forecasted levels. Fitch estimates that, in a
$70/barrel WTI and $3.50/mcf Henry Hub price environment in 2017,
Chesapeake's balance sheet debt/EBITDA could decline to
approximately 3.5x.

Chesapeake maintains a combination of swaps and three-way collars
to manage cash flow variability and support development funding.
Fitch recognizes that the company's three-way collar hedging
strategy provides some upside potential, but exposes cash flows to
adjusted spot prices in a weak pricing environment. Entering the
year, management had hedged about 43% of expected 2015 oil and
natural gas production. No oil and minimal gas volumes are
currently hedged for 2016.

ADEQUATE LIQUIDITY POSITION AND ESCALATING MATURITIES PROFILE

Cash & equivalents were $2.9 billion as of March 31, 2015.
Additional liquidity is provided by the company's recently modified
and extended $4.0 billion senior unsecured credit facility due June
2020. There were no outstanding borrowings under the facility, as
of March 31, 2015, with $15 million of the facility capacity used
for various letters of credit. The revolver contains two one-year
extensions and may be increased by $1.0 billion upon lender
consent. While the credit facility is currently unsecured, the
company would be required to provide collateral with facility
availability subject to a borrowing base if its credit rating were
to decline to 'BB-' or lower. Fitch's base case forecasts the
company will end 2015 with approximately $1.9 billion in cash &
equivalents, assuming any contingent convertible senior notes that
are put to the company are refinanced with long-term debt.

The company has an escalating maturities profile with $396 million,
$500 million, $2.2 billion, $1.0 billion, and $1.5 billion due in
each of the next five years. These amounts include the $396
million, $1.2 billion, and $347 million in contingent convertible
senior notes with holders' demand repurchase dates in November
2015, May 2017, and December 2018, respectively. Fitch believes, in
the current oil & gas pricing environment, it is likely that the
contingent convertible senior notes holders will exercise their
demand rights for a cash repurchase given the five-year demand
repurchase date schedule and considerable spread between the
current stock price and conversion threshold.

FINANCIAL COVENANTS MAY BECOME PRESSURED

Financial covenants, as defined in the credit facility agreement,
consist of a maximum net debt-to-book capitalization ratio of 65%
and net debt/EBITDA ratio not to exceed 4x. The net debt/EBITDA
ratio, under the terms of the credit facility, will not apply in
any period in which Chesapeake's credit ratings are
investment-grade. Other customary covenants restrict the ability to
incur additional liens, make restricted payments, and merge,
consolidate, or sell assets, as well as change in control
provisions. The company is currently in compliance with all of its
financial covenants, but Fitch's base case forecasts Chesapeake
could approach and may exceed its net debt/EBITDA covenant at
year-end 2015. Fitch views this possibility as manageable given
management's track record and relationship with its lending group
and our expectation that there will be no borrowings on the credit
facility at year end.

OTHER CONTINGENT OBLIGATIONS AND LIABILITIES

Chesapeake does not maintain a defined benefit pension plan. Asset
retirement obligations (AROs) increased to $447 million in 2014
from $405 million in 2013 principally due the addition of ARO
liabilities in the ordinary course of business and revisions
associated with expected costs and timing of settlement. Other
contingent obligations, as of Dec. 31, 2014, totalled approximately
$17 billion on a multi-year, undiscounted basis mainly comprising
firm gathering, processing, and transportation agreements ($16
billion), drilling contracts ($502 million), and pressure pumping
contracts ($466 million).

Natural gas price differentials have been and are anticipated to
remain soft due to weakening Marcellus basis differentials and
increased gathering and transportation costs, including higher
minimum volume commitment fees under the company's economically
challenged Barnett and Haynesville natural gas gathering
agreements. Fitch recognizes that the company is pursuing
production enhancements that increase estimated ultimate
recoveries, extend production peaks, and reduce well costs per
lateral foot to improve economics in the Barnett and Haynesville.
Management believes that these operational improvements may
encourage Barnett and Haynesville partnerships, in conjunction with
constructive discussions with its midstream partner, helping
mitigate minimum volume commitments creating some cost relief.

In addition to customary E&P contingent obligations, Chesapeake has
nearly $2.1 billion in legacy drilling ($1.3 billion; CHK C-T and
Granite Wash Trust) and liquids & natural gas volumetric production
payments ($773 million/PV10 $630 million), as well as overriding
royalty interest obligations ($392 million; CHK Utica and CHK C-T).
Fitch considers these arrangements, among other off-balance sheet
obligations, in E&P adjusted debt given the associated payment and
operating cost arrangements. The Fitch-calculated E&P adjusted
debt/EBITDA is forecast in the base case to increase from under
3.2x in 2014 to nearly 6.6x in 2015. Management has been attempting
to reduce its exposure to these arrangements in an effort to
improve and simplify the company's operational and financial
obligations. These are generally anticipated to remain a credit
rating overhang with management expecting a possible exit from CHK
C-T ($1.2 billion) resulting in a forecasted base case E&P adjusted
debt/EBITDA improvement to about 6.1x in 2015.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer
include:

  -- WTI oil price that trends up from $50/barrel in 2015 to
     $60/barrel in 2016 and a long-term price of $75/barrel;

  -- Henry Hub gas that trends up from $3/mcf in 2015 to $3.25/mcf

     in 2016 and a long-term price of $4.50/mcf;

  -- Production growth of about 3% (adjusted for 2014
     divestitures) in 2015, generally consistent with guidance,
     followed by modestly higher growth in the production profile
     thereafter given supportive pricing signals;

  -- Liquids mix declines to 27% in 2015 due to lower drilling
     activity, particularly in the liquids-rich Eagle Ford basin,
     with a continued focus on liquids thereafter;

  -- Differentials are projected to exhibit improving trends over
     the medium term due to some Marcellus basis tightening and,
     possibly, Barnett and Haynesville gathering cost relief;

  -- Capital spending is forecast to be $3.25 billion in 2015,
     consistent with guidance, followed by price-induced spending
     increases, but a generally more balanced capital program than

     historical levels;

  -- Active financial management assumed with the refinancing of
     maturities with long-term debt.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- Maintenance of size, scale, and diversification of
     Chesapeake's operations with some combination of the
     following metrics;

  -- Mid-cycle balance sheet debt/EBITDA around 2.5x-2.75x on a
     sustained basis;

  -- Balance sheet debt/flowing barrel under $20,000-$25,000
     and/or debt/1p below $6.00-$6.50/boe on a sustained basis;

  -- Continued progress in materially reducing adjusted debt
     balances and simplifying the capital structure;

  -- Improvements in realized natural gas differentials.

Fitch does not anticipate a positive rating action in the near-term
given the current weak pricing environment, but believes a positive
rating action is possible over the medium-term.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- Mid-cycle balance sheet debt/EBITDA above 3.5x on a sustained

     basis;

  -- Balance sheet debt/flowing barrel of $30,000 - $35,000 and/or

     debt/1p above $7.50-$8.00/boe on a sustained basis;

  -- A persistently weak oil & gas pricing environment without a
     corresponding reduction to capex;

  -- Acquisitions and/or shareholder-friendly actions inconsistent

     with the expected cash flow and leverage profile.

Fitch does not expect a negative rating action in the near term
given the steps taken by management to reduce capital spending to
preserve the company's current liquidity position. Further Fitch
recognizes Chesapeake's size and scale, relative to other
high-yield E&P companies, provides considerable financial
flexibility.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings and assigned Recovery
Ratings as follows:

Chesapeake Energy Corporation
  -- Long-term IDR at 'BB';
  
  -- Senior unsecured bank facility at 'BB'/RR4;
  
  -- Senior unsecured notes at 'BB'/RR4;
  
  -- Convertible preferred stock at 'B+'/RR6.

The Rating Outlook was revised to Stable from Positive.

Fitch has also withdrawn Chesapeake's senior secured bank facility
rating of 'BBB-' following its replacement with a senior unsecured
credit facility.




CHESAPEAKE ENERGY: Moody's Alters Outlook on Ba1 CFR to Stable
--------------------------------------------------------------
Moody's Investors Service changed Chesapeake Energy Corporation's
rating outlook to stable from positive. Moody's also affirmed
Chesapeake's Ba1 Corporate Family Rating and Ba1 senior unsecured
notes ratings. The Speculative Grade Liquidity (SGL) Rating was
lowered to SGL-3 from SGL-2.

"The headwinds of low natural gas and oil prices have reduced the
likelihood of meaningful debt reduction and improvement in credit
metrics for Chesapeake in 2015 and 2016," commented Pete Speer,
Moody's Senior Vice President. "We expect Chesapeake to continue to
lower its cost structure, improve its capital efficiency and
simplify its capital structure, but the pace of organic improvement
in its credit metrics will be slow absent a much more supportive
commodity price environment."

Changes:

Issuer: Chesapeake Energy Corporation

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

Outlook Actions:

Issuer: Chesapeake Energy Corporation

  -- Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Chesapeake Energy Corporation

  -- Probability of Default Rating, Affirmed Ba1-PD

  -- Corporate Family Rating (Local Currency), Affirmed Ba1

  -- Senior Unsecured Conv./Exch. Bond/Debenture (Local
     Currency), Affirmed Ba1, LGD4

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Affirmed Ba1, LGD4

  -- Senior Unsecured Shelf (Local Currency), Affirmed (P)Ba1

The collapse of oil, natural gas and natural gas liquids (NGL)
prices will substantially reduce Chesapeake's cash flow over the
remainder of 2015 and throughout 2016 as its commodity price hedges
roll off. While the company entered 2015 with over $4 billion of
cash owing to the successful completion of a major asset sale late
last year, Chesapeake will have to utilize a large portion its cash
balance to fund negative free cash flow as it ratchets down its
capital spending over the course of 2015. The company is reducing
capital spending to be within cash flow by the end of this year and
plans to appropriately maintain a sizable cash balance for
liquidity needs. Consequently, Chesapeake's ability to improve its
leverage metrics through production growth and debt reduction is
much more limited than previously anticipated with the positive
outlook.

The SGL rating was lowered to SGL-3 from SGL-2 because of the
company's lower cash flow and reduced covenant compliance headroom
by the end of this year. Moody's expects the company's liquidity to
remain adequate because of its sizable cash balance, which was $2.9
billion at March 31, 2015. The company's negative free cash flow
should decline sequentially over the remainder of the year as
capital expenditure reductions accelerate and result in a cash
balance in excess of $1.5 billion at the end of 2015.

Based on Moody's current commodity price assumptions, Chesapeake
could exceed the Net Debt/EBITDA limitation of 4x under its
committed $4 billion revolving credit facility at the end of this
year or first quarter of 2016. With the sizable cash balance and
the credit facility undrawn, Moody's believes it is likely that
Chesapeake will obtain the necessary covenant relief from its
banks. Chesapeake has a very large asset base for its Ba1 rating
and a good track record of asset sale execution to raise cash. The
company's credit facility is unsecured, leaving its asset base
largely unencumbered.

Chesapeake's Ba1 CFR incorporates the benefits of its very large
proved reserve and production scale, sizable high quality acreage
positions in multiple basins across the US, and competitive
drillbit finding and development (F&D) costs. The rating also
reflects the company's declining financial and structural
complexity. The rating is constrained by the company's still high
debt levels and exposure to natural gas production with low price
realizations relative to peers caused by a high cost burden for
gathering and transportation. While Chesapeake has improved capital
efficiency and increased the proportion of liquids in the
production mix, its cash margins, leveraged full-cycle returns and
cash flow coverage of debt continue to remain weaker than most
investment grade rated peers.

The stable outlook is based on Moody's expectation that Chesapeake
will meet its targets for reducing capital spending to within
operating cash flow by the end of 2015 and maintain a large cash
balance. The stable outlook also entails the company proactively
obtaining any necessary debt covenant relief. A significant
increase in debt caused by persistent negative free cash flow or
acquisitions, a larger than anticipated decline in production
volumes or increased concerns regarding debt covenant compliance
and revolver availability could result in a ratings downgrade.
Retained cash flow to debt sustained below 15% could pressure the
ratings.

The weak commodity price outlook makes an upgrade to Baa3 unlikely
through 2016. If Chesapeake can increase its cash margins and
returns through organic reserves and production growth while also
improving its leverage metrics and liquidity, then the ratings
could be upgraded. In the present commodity price environment, a
leveraged full-cycle ratio approaching 1.5x with RCF/debt
approaching 30% could be supportive of a ratings upgrade.

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

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma and is one of the largest independent exploration and
production companies in North America.


CLAIRE'S STORES: Incurs $35.4 Million Net Loss in First Quarter
---------------------------------------------------------------
Claire's Stores, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $35.4 million on $320 million of net sales for the three months
ended May 2, 2015, compared with a net loss of $38.1 million on
$353 million of net sales for the three months ended May 3, 2014.

As of May 2, 2015, the Company had $2.4 billion in total assets,
$2.8 billion in total liabilities and a $367.4 million
stockholders' deficit.

As of May 2, 2015, cash and cash equivalents were $22.5 million,
including restricted cash of $2 million.  The Company had $67.5
million drawn on its revolver and an additional $83.1 million of
borrowing availability under its Credit Facilities as of that date.
The fiscal 2015 first quarter cash balance decrease of $6.9
million consisted of positive impacts of $37.6 million of Adjusted
EBITDA and $67.5 million from net borrowings under the Credit
Facilities offset by reductions for $78.5 million of cash interest
payments, $22.5 million from seasonal working capital uses, $6.3
million of capital expenditures and $4.7 million for tax payments
and other items.

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

                        http://is.gd/hlqX6T

                       About Claire's Stores

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

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

Claire's reported a net loss of $212 million for the fiscal year
ended Jan. 31, 2015, compared to a net loss of $65.3 million for
the fiscal year ended Feb. 1, 2014.

                           *     *     *

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

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


CLOUDEEVA Inc: Nathan Unger Okayed as Insurance Expert/Consultant
-----------------------------------------------------------------
The Hon. Kathryn C. Ferguson of th U.S. Bankruptcy Court for the
District of New Jersey authorized Richard B. Honig, Esq., Chapter
11 trustee for Cloudeeva, Inc., to employ Nathan Unger as an
insurance expert/consultant.

According to the trustee, employment of the professional is
necessary to assist in the review, analysis and prosecution of
insurance claims.  The Debtor maintained insurance policies
covering: Commercial Property, Commercial General Liability,
Business Automobile, Commercial Umbrella, Crime, Directors and
Officers Liability, Employment Practices Liability, and Errors and
Omissions Liability.

Mr. Unger is expected to, among other things:

   a) review and analyze the Debtor's insurance policies and
claim-related documents;

   b) advise or assist the trustee in proceeding on insurance
claims to the broadest extent reasonably possible; and

   c) advice or assist the trustee in the insurance claims process,
or litigation process, if necessary and appropriate.

The trustee is authorized to make payment up to the total aggregate
sum of $10,000, after which compensation will be paid in such
amounts as may be allowed by the Court upon proper further
application(s) therefor.

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

                    About Cloudeeva, Inc.

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

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

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

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

                           *     *     *

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

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

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

That Plan was withdrawn in February 2015.

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


COLT DEFENSE: To Consider Ch 11 Filing If Exchange Offer Fails
--------------------------------------------------------------
Daniel Terrill at Guns.com reports that Colt Defense LLC said that
it will consider filing for Chapter 11 bankruptcy in the event that
the conditions to its proposed exchange offer are not satisfied or
waived; or if the Company determines that it would be "more
advantageous or expeditious to proceed with confirmation and
implementation of the prepackaged plan."

Guns.com relates that since April the Company has been extending
the deadline for investors to exchange old notes for new notes.
According to the report, the revised exchange offer allows
investors to swap old notes at 8.75% due to payout in 2017 for new
notes set at the higher rate of 10% now due to payout in 2021 --
previously 2023.  The notes will mature six years from the date of
the consummation of the exchange offer or the effectiveness of the
prepackaged plan, and that interest for the new notes will be
"paid-in-kind," meaning investors will be paid in new notes instead
of cash, the report states, citing the Company.

According to Andrew Schoulder and Robert Crowley, writing for
Nationaldefensemagazine.org, the fact that the Company was not
marketing its firearms to special operations buyers from around the
world may be a clear sign that it is preparing to file for Chapter
11 bankruptcy.  The commentary posted on
Nationaldefensemagazine.org states that the Company, given its
failure to deliver an innovative product for more than 25 years,
has little to distinguish its brand from the commodity ARs
saturating the market, apart from the Pony stamped on its lower
receivers.

                       About Colt Defense

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

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

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

                          *     *     *

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

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


CRAILAR TECHNOLOGIES: Reports $178K Net Loss in 1st Quarter
-----------------------------------------------------------
CRAiLAR Technologies Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $178,000 on $1.73 million of revenues for the three
months ended March 28, 2015, compared with a net loss of $2.58
million on $435,000 of revenues for the three months ended March
29, 2014.

The Company's balance sheet at March 31, 2015, showed $14.0 million
in total assets, $21.7 million in total liabilities and total
stockholders' deficit of $7.71 million.

The Company has incurred losses since inception of $63,817 and
further losses are anticipated in the development of its business.
There can be no assurance that the Company will be able to achieve
or maintain profitability and future operations are dependent on
raising additional funding from debt or equity financings.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.

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

                       http://is.gd/z6pfWF
                          
CRAiLAR Technologies Inc., a development stage company, is engaged
in the business of technological development and of natural
sustainable fibers.  It primarily deploys and produces its
proprietary CRAiLAR Flax fibers, as well as CRAiLAR processing
technologies targeted at the natural yarn and textile, and the
cellulose pulp and composites industries.  The company develops
CRAiLAR Fiber for textiles, which is flax, hemp, or other
sustainable bast fiber available in various blends, textures,
colors, and applications; and CRAiLAR technologies for the
processing of cellulose-based fibers in pulp and paper, and high
grade dissolving pulp for use in the additives, ethers, and the
performance apparel industries. It also processes CRAiLAR shive
and seed products.  The company was formerly known as Naturally
Advanced Technologies Inc. and changed its name to Crailar
Technologies Inc. in October 2012.  Crailar Technologies Inc. was
founded in 1998 and is headquartered in Victoria, Canada.

The Company reported a net loss of $14.2 million on $4.2 million
in revenues for the year ended Dec. 27, 2014, compared with a net
loss of $15.2 million on $587,000 of revenues in the same period
last year.

Dale Matheson Carr-Hill Labonte LLP, expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company has incurred losses in developing its business,
and further losses are anticipated in the future.  The Company
requires additional funds to meet its obligations and the costs of
its operations and there is no assurance that additional financing
can be raised when needed.



CROSSFOOT ENERGY: Frost Bank Wants Stay Lifted to Repossess Autos
-----------------------------------------------------------------
Frost Bank asks the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, to lift the automatic stay imposed
in the Chapter 11 case of Crossfoot Operating LLC in order to
repossess or foreclose its interest in the Debtor's collateral.

Frost is the owner and holder of a secured claim against the Debtor
secured by a 2012 Chevrolet Suburban and a 2012 Ford F-250.  The
Collateral is valued at $65,000.  In the initial cash collateral
order, the monthly payment to Frost was in the budget.  In
subsequent budgets the line item for Frost was left blank.  Frost
has only received the one postpetition payment.  Through April 29,
2015, the payments to Frost are past due $16,642.

The bank's counsel, Robert L. Barrows, Esq., at Warren, Drugan &
Barrows, P.C., in San Antonio, Texas, asserts that because of the
automatic stay, Frost is being deprived of its ability to repossess
or foreclose its security interest in the Collateral.  In the
meantime, the Debtor continues to use the Collateral.

Mr. Barrows further asserts that the automatic stay must be lifted
because the Collateral is not necessary for an effective
reorganization.  Mr. Barrows additionally asserts that, in the
alternative, in the event that the automatic stay is not lifted,
the Debtor must be required to provide satisfactory adequate
protection to Frost, including payment to Frost of its costs of
collection.

Frost Bank is represented by:

          Robert L. Barrows, Esq.
          WARREN, DRUGAN & BARROWS, P.C.
          800 Broadway
          San Antonio, TX 78215
          Telephone: (210)226-4131
          Facsimile: (210)224-6488         
          Email: rbarrows@wdblaw.com

                  About Crossfoot Energy

Based in Fort Worth, Texas, with a field office in Midland,
Texas,
 CrossFoot Energy, LLC, and its affiliates operate an oil
and gas
company focused on the acquisition and improvement of
lower-risk, 
long live proven reserves. CrossFoot's primary
production occurs 
out of the Siluro-Devonian formation with
significant additional
 shallower reserves behind-pipe in the
Spraberry, Wolfcamp, Strawn,
Penn Lime and Mississippian
formations.



CrossFoot Energy, LLC, and its affiliates sought Chapter 11

protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft.
Worth,
Texas on Nov. 20, 2014. The case is assigned to Judge
Russell F. Nelms.



Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth,

Texas, serves as counsel to the Debtors. As of the Petition
Date,
 secured creditor Prosperity Bank is owed $12.1 million.


EL PASO CHILDREN'S: Wants June 11 Hearing Postponed for Mediation
-----------------------------------------------------------------
Court documents show that El Paso Children's Hospital Corporation
and University Medical Center of El Paso are asking U.S. Bankruptcy
Judge H. Christopher Mott to postpone a cash collateral hearing set
for June 11 until July 14 because they have agreed to participate
in a mediation session later this month.

Aileen B. Flores at El Paso Times reports that the Company and UMC
are entangled in a financial dispute.  The report says that the two
parties are seeking to postpone the hearing in hope of reaching a
solution to the differences.

According to El Paso Times, the two parties are asking for a June
25-26 mediation session.

                 About El Paso Children's Hospital

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

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

The Debtor tapped Jackson Walker LLP as counsel.

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


ELBIT IMAGING: Novartis Terminates Option to Buy Gamida Cell
------------------------------------------------------------
A representative of Novartis notified Gamida Cell that, although
Gamida Cell has successfully met all of the determined milestones,
Novartis does not intend to exercise its option to purchase from
the other shareholders of Gamida Cell (including Elbit Medical
Technologies Ltd.) all of their holdings in the Company.

According to a Form 8-K report filed with the Securities and
Exchange Commission, Novartis was interested in continuing to
collaborate with Gamida Cell in the development of its products,
and will soon explore suitable alternatives with Gamida Cell.

Gamida Cell is examining the implications of the notice.

In accordance with Loan Agreements between the Company and Elbit
Medical (as amended on March 29, 2015), in the event that Novartis
were to exercise the Option, the proceeds to Elbit Medical from
that transaction were to be used in 2016 for the prepayment of
shareholder loans of the Company extended to Elbit Medical, in a
total amount of approximately $142 million, subject to certain
conditions set forth in those Loan Agreements.

Elbit Medical is a subsidiary of Elbit Imaging.

Elbit Medical holds approximately 26% of the voting power in Gamida
Cell.

                       About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


EMPRESAS SAMUEL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Empresas Samuel Ignacio Inc.
        322 Juan H. Cintron
        Estancias Del Golf
        Ponce, PR 00730

Case No.: 15-04254

Chapter 11 Petition Date: June 4, 2015

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Athos Vega Jr., Esq.
                  ATHOS VEGA JR & ASSOC
                  1369 Calle Salud Suite 104
                  Ponce, PR 00717-2014
                  Tel: (787) 841-7979
                  Fax: (787) 841-7979
                  Email: junior_law@hotmail.com

Total Assets: $1.7 million

Total Liabilities: $1.4 million

The petition was signed by Samuel Hernandez Ortiz, president and
treasurer.

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


ENDEAVOUR INT'L: Says Success of Asset Sales Hard to Predict
------------------------------------------------------------
Endeavour International Corporation, which is selling its U.K. And
U.S. assets, said in a press release that there is no assurance
that the marketing process will result in the Company "pursuing a
particular transaction or completing any such transaction."

The Company stated in its press release, "While the company pursues
the marketing process, it will remain focused on executing its
operational plan. The company does not expect to comment further or
update the market with further information on the process unless
and until the board of directors has approved a specific
transaction or otherwise deems disclosure appropriate or
necessary."

                   About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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

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


EOS PETRO: Posts $17.9-Mil Net Loss for First Quarter
-----------------------------------------------------
Eos Petro, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $17.9 million on $60,059 of oil and gas sales for the three
months ended March 31, 2015, compared with a net loss of $16.2
million on $103,700 of oil and gas sales for the same period last
year.

The Company's balance sheet at March 31, 2015, showed $1.25 million
in total assets, $29.3 million in total liabilities and a
stockholders' deficit of $28.0 million.

As of March 31, 2015, the Company had negative cash flows from
operating activities of $132,930.  In addition, the Company may
have become obligated to pay a $5.5 million termination fee under
the "Dune Merger Agreement," and $4 million that may be due under a
structuring fee with GEM  Global Yield Fund ("GEM").  Management
estimates the Company's capital requirements for the next twelve
months, including drilling and completing wells for the Company's
oil and gas "Works Property" located in Illinois and possible
acquisitions, will total approximately $2.5 million, excluding any
amounts that may be due to Dune under the Dune Merger Agreement or
a $4 million structuring fee that may be due to GEM.  Errors may be
made in predicting and reacting to relevant business trends and the
Company will be subject to the risks, uncertainties and
difficulties frequently encountered by early-stage companies.  The
Company may not be able to successfully address any or all of these
risks and uncertainties.  Failure to adequately do so could cause
the Company's business, results of operations, and financial
condition to suffer.  As a result, the Company's independent
registered public accounting firm, in its report on the Company's
Dec. 31, 2014 consolidated financial statements, has raised
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/jQoV2F
                          
Los Angeles-based Eos Petro, Inc., formerly Cellteck, Inc., is
presently focused on the exploration, development, mining,
operation and management of medium-scale oil and gas assets.

Weinberg & Company P.A. expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company had a stockholders' deficit of $20.5 million, and for the
year ended Dec. 31, 2014, reported a net loss of $78.8 million and
had negative cash flows from operating activities of $2,136,741.
Furthermore, $350,000 of notes payable were in default.  In
addition, subsequent to Dec. 31, 2014 the Company may have become
obligated to a $5.5 million termination fee due under the Dune
Acquisition Agreement and $4 million that may be due under a
structuring fee with a warrant holder.

The Company reported a net loss of $78.8 million on $760,000 in
revenues for the year ended Dec. 31, 2014, compared with a net loss

of $27.1 million on $596,000 of revenues in the same period last
year.

The Company's balance sheet at Dec. 31, 2014, showed $1.41 million
in total assets, $21.9 million in total liabilities, and a
stockholders' deficit of $20.5 million.


ERIE OTTERS: JAW Hockey Is Lead Bidder for Team
-----------------------------------------------
Ed Palattella at Goerie.com reports that JAW Hockey Enterprises LP
is the preferred buyer of the Erie Otters' current owner, Sherry
Bassin, for the team, but a final date for the auction has not been
set.

JAW Hockey's owner, James A. Waters, said in court documents that
the company wants to buy the Otters in late June at an auction.
Goerie.com relates that Mr. Waters said he has no desire to move
the hockey team out of town.

According to court documents, JAW Hockey will make the opening
offer for the Otters: $7,225,000 in cash.  Citing JAW Hockey,
Goerie.com relates that the next-highest bid would have to be at
least $7,625,000, with any subsequent bids increasing in increments
of at least $100,000.

Goerie.com states that the proceeds from the sale will be used to
pay the Otters' $5.4 million in debts, including $4.8 million owed
the largest creditor, the NHL's Edmonton Oilers.  The Company's
owner would get whatever proceeds remain, the report adds.

As reported by the Troubled Company Reporter on April 9, 2015, Ed
Palattella, writing for Erie Times-News, reported that Erie Otters
filed for bankruptcy to stop the National Hockey League's Edmonton
Oilers from forcing a sale of the Otters to collect on a $4.6
million debt.  According to the report, the Team's broker is Game
Plan Special Services LLC.


EXIDE TECHNOLOGIES: Wants Plan Injunction Enforced to Block Claims
------------------------------------------------------------------
Jim Christie, writing for Reuters, reported that Exide Technologies
Inc. has asked U.S. Bankruptcy Judge Kevin Carey in Delaware to
block new claims in an environmental agency's lawsuit in California
that aim to increase penalties against the battery maker to at
least $80 million.

According to Reuters, Exide urged Judge Carey to enforce an
injunction in its approved reorganization plan, saying the South
Coast Air Quality Management District had missed the deadline for
filing its new claims.

                      About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE)
-- http://www.exide.com/-- manufactures and   distributes lead
acid batteries and other related electrical energy storage
products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.

Exide said its Plan of Reorganization became effective on April
30,
2015, and that the Company has emerged from Chapter 11 as a newly
reorganized company.  The Bankruptcy Court for the District of
Delaware confirmed the Plan on March 27, 2015.


FAMILY CHRISTIAN: Sale Hearing to Determine Co.'s Ch 11 Exit
------------------------------------------------------------
Jim Harger, writing for Mlive.com, reports that the Tuesday hearing
on the sale of Family Christian Stores' assets will determine if
the Company emerges from Chapter 11 bankruptcy as an ongoing
enterprise.

Mlive.com relates that Bankruptcy Judge John Gregg will hear on
Tuesday arguments for a plan to sell the assets to bidder FC
Acquisition -- which wants to keep the 266 stores operating -- and
another bidder, Hilco Merchant Resources LLC and Gordon Brothers
Retail Partners, LLC, which intends to liquidate the Company's
assets and close the stores.

According to Mlive.com, Family Christian President and CEO Chuck
Bengochea and most of the Company's vendors are hoping that the
Bankruptcy Court will approve FC Acquisition's bid, which is being
funded by the Company's owner Richard Jackson, and offers to pay
between $42 million and $43.6 million in cash for the Company's
assets while keeping the Company going.

Hilco Merchant, the report says, claims that its liquidation bid is
worth between $54 million and $58 million and has the support of
Credit Suisse, a bank that is owed $34 million.

                     About Family Christian

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

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

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

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


FEDERATION EMPLOYMENT: Gets Final Approval to Use Cash Collateral
-----------------------------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York authorized, on a final basis,
Federation Employment and Guidance Service, Inc. doing business as
FEGS, to use the cash collateral in which Prepetition Secured
Creditors assert an interest.

Prepetition secured creditors consisting of JP Morgan Chase Bank,
N.A. and Banc of America Leasing & Capital, LLC consented to the
use of the cash collateral to: fund general, ordinary course
corporate and working capital requirements of the Debtor, including
adequate protection payments to the cash collateral creditors.

As adequate protection from any diminution in value of the lenders'
collateral, the Debtor will grant the lenders replacement liens
upon all existing and after acquired tangible and intangible
personal and real property and assets of the Debtor, a
superpriority administrative claim status subject carve-out on
certain expenses.

A copy of the budget is available for free at:

  http://bankrupt.com/misc/FederationEmp_243_finalorder_CC.pdf

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than
120,000 individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; Crowe Horwath, LLP as accountants; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

The Debtor disclosed $86,697,814 in assets and $45,572,524 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped
Pachulski Stang Ziehl & Jones LLP as its counsel.


FEDERATION EMPLOYMENT: June 25 Hearing on A&M Retention
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York will
convene a hearing on June 25, 2015 at 10:00 a.m., to consider the
motion to retain Alvarez & Marsal Healthcare Industry Group, LLC as
financial advisor to the Official Committee of Unsecured
Creditors in the Chapter 11 case of Federation Employment and
Guidance Service, Inc. doing business as FEGS.  Objections, if any,
are due June 18, at 5:00 p.m.

A&M will provide consulting and advisory services to the Committee
and its legal advisors, including but not limited to:

   a) advising the Committee on matters related to its interests in
the reorganization or liquidation of the Debtor's assets;

   (b) assisting counsel to the Committee in support of the
financial elements of various Court pleadings filed throughout the
chapter 11 case; and

   (c) assisting with a review of the Debtor's cost/benefit
evaluations with respect to the assumption or rejection of
executory contracts and unexpired leases;

A&M will be paid by the the Debtor for the services of the A&M
professionals.  A&M's customary hourly billing rates are subject to
these ranges:

   i. Managing Directors                 $750 - $950
  ii. Directors                          $550 - $750
iii. Associates                         $400 - $550
  iv. Analysts                           $350 - $400

In recognition of the unique financial and human circumstances of
the Debtor's bankruptcy case and at the request of the Committee,
A&M will discount its customary hourly rates by 25% and impose a
blended rate cap of $400 per hour across all A&M professionals,
subject to A&M's ability to seek approval of its full rates upon
approval of the Committee based on results achieved.

In addition, A&M will be reimbursed for the reasonable
out-of-pocket expenses of A&M's personnel incurred in connection
with this engagement.

The Committee is represented by:

         Robert J. Feinstein, Esq.
         Ilan D. Scharf, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         780 Third Avenue, 34th Floor
         New York, NY 10017-2024
         Tel: (212) 561-7700
         Fax: (212) 561-7777
         E-mail: rfeinstein@pszjlaw.com
                 ischarf@pszjlaw.com

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than
120,000 individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; Crowe Horwath, LLP as accountants; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

The Debtor disclosed $86,697,814 in assets and $45,572,524 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped
Pachulski Stang Ziehl & Jones LLP as its counsel.


FERRELLGAS L.P.: Moody's Rates New $400MM Sr. Unsecured Notes 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Ferrellgas L.P.'s
proposed $400 million senior unsecured notes due 2023. OLP is the
operating partnership subsidiary of Ferrellgas Partners, L.P.
(Ferrellgas, B1 stable) and the issuer of the majority of
Ferrellgas' debt, including its bank credit facilities. Ferrellgas'
other ratings and stable outlook were unchanged.

On June 1, 2015, Ferrellgas announced that it has signed an
agreement to purchase Bridger Logistics (Bridger) from Riverstone
Holdings LLC, a private equity firm, for $837.5 million. Net
proceeds from the proposed notes offering will be used, along with
some revolver borrowings and common units issuance proceeds, to
fund the $562.5 million cash portion of the acquisition price.

"The Bridger acquisition provides diversification by improving
Ferrellgas' midstream footprint, which is not seasonal, while being
leverage neutral based on roughly $100 million in annual EBITDA
contribution," said Arvinder Saluja, Moody's Vice President.
"However, Bridger's sole focus on crude oil logistics in a lower
production growth environment and exposure to 40% volume sensitive
EBITDA could limit organic earnings growth from midstream assets.
Nonetheless, we note that 60% of Bridger's EBITDA is take-or-pay
based for the next four to five years."

Issuer: Ferrellgas L.P.

  -- $400 million Senior Notes: Assigned B2, LGD4

The new $400 million senior notes are unsecured and will have
similar terms and conditions as OLP's existing senior notes. The
new senior notes as well as the existing notes are rated B2 or one
notch below Ferrellgas' B1 Corporate Family Rating (CFR) due to the
priority claim of the $600 million senior secured bank facility.
Ferrellgas' $182 million 8.625% notes continue to be rated B3, two
notches beneath the CFR due to their structural subordination and
the amount of debt at the OLP.

The B1 Corporate Family Rating (CFR) reflects Ferrellgas'
relatively high financial leverage, the seasonal nature of its
propane sales with significant dependency on cold winter months and
the associated volatility in cash flows, and the inherent risks of
the Master Limited Partnership (MLP) business model, which requires
high recurring cash distributions to unitholders. The rating is
favorably impacted by the partnership's substantial scale and
geographic diversification that facilitate cost efficiencies in a
fragmented industry, its utility-like services that provide a base
level of revenue, potentially improved business diversification
from Bridger acquisition which entails 60% long term contracted
EBITDA, and a propane tank exchange business which generates
complementary cash flows during summer months. The Bridger
acquisition is a significant step-out from Ferrellgas' core propane
business and the B1 CFR and stable outlook assume successful
integration of the new businesses.

The stable outlook also assumes that leverage will improve over the
more predictable spring and summer months as working capital debt
is reduced and liquidity will remain adequate. A downgrade could
result if liquidity becomes insufficient or if the debt to EBITDA
ratio cannot be sustainably held below 6x. In addition, a negative
outlook or rating action could be taken if internal control related
material weaknesses at Bridger are not resolved in a reasonable
time frame or if they impact Ferellgas' financial reporting. An
upgrade is unlikely in 2015 given Ferrellgas' significant
distribution burden and limited prospects for permanent debt
reduction. We would look for leverage to remain consistently below
5x and distribution coverage above 1x over an extended period prior
to considering a positive rating action.

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

Ferrellgas Partners, L.P. is a propane distributor and a publicly
traded master limited partnership based in Overland Park, KS.


FIRST DATA: Further Amends Credit Agreement with Credit Suisse
--------------------------------------------------------------
First Data Corporation entered into a May 2015 amendment to its
credit agreement, dated as of Sept. 24, 2007, as amended, among the
Company, the several lenders and Credit Suisse AG, Cayman Islands
Branch, as administrative agent.

Pursuant to the Amendment, the Company terminated and replaced its
existing senior secured revolving facility maturing Sept. 24, 2016,
and repaid certain amounts outstanding thereunder with a new $1.25
billion senior secured revolving credit facility.  The 2020
Revolving Credit Facility matures on June 2, 2020 (subject to
earlier springing maturity to the extent certain indebtedness of
the Company remains outstanding as of certain dates).  

The interest rate applicable to the revolving loans under the 2020
Revolving Credit Facility is a rate equal to, at the Company's
option, either (a) LIBOR for deposits in the applicable currency
plus 350 basis points or (b) solely with respect to revolving loans
denominated in U.S. dollars, a base rate plus 250 basis points.
The commitment fee payable on the undrawn portion of the 2020
Revolving Credit Facility is 50 basis points, though the fee may be
reduced based on the Company's leverage ratio.

Pursuant to the Amendment, the Company also modified certain other
provisions of the Credit Agreement.

A full-text copy of the amended Credit Agrement is available at:

                       http://is.gd/WD8bUR

                         About First Data

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

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

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

                           *     *     *

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


FRAC SPECIALISTS: June 19 Filing of Schedules and Statements
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until June 19, 2015, Frac Specialists, LLC, et al.'s time
to file schedules of assets and liabilities and statement of
financial affairs.

                      About Frac Specialists

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

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

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

The U.S. trustee appointed five creditors to serve on an official
committee of unsecured creditors.



GARLOCK SEALING: Asbestos PI Claimants Committee Urge "No" Vote
---------------------------------------------------------------
Caplin & Drysdale, Chartered, counsel to the Official Committee of
Asbestos Personal Injury Claimants, on June 4 disclosed that the
official asbestos creditors committee in the bankruptcy case of
Garlock Sealing Technologies LLC is urging asbestos victims to vote
"no" on the bankruptcy reorganization plan that Garlock and its
affiliated companies have proposed.

The Committee is made up of twelve asbestos victims appointed by
the Bankruptcy Court.  Its responsibility is to protect the
interests that individuals with known asbestos injuries have in
common against Garlock, The Anchor Packing Company, or Garrison
Litigation Management Group, Ltd.

The Committee unanimously opposes Garlock's Second Amended Plan of
Reorganization and is litigating to defeat that Plan in the
Bankruptcy Court because, in the Committee's view:

The Plan does not provide enough money to compensate asbestos
claimants.

The Plan would limit Garlock's liability for asbestos claims at
much less than it can afford.

The Plan does not comply with the bankruptcy law Congress wrote
specifically for the reorganization of asbestos defendants such as
Garlock.

These and other objections to the Plan are explained in the
"Statement of the Official Committee of Asbestos Personal Injury
Claimants" found at the Committee's website, www.GarlockACC.com

Each of the following plaintiff law firms represents a member of
the Committee: Belluck & Fox, LLP; Cooney & Conway; The Jaques
Admiralty Law Firm; Kazan, McClain, Satterly & Greenwood, PLC;
Lipsitz & Ponterio, LLC; Motley Rice LLC; Paul, Reich & Meyers, PC;
Simmons Hanly Conroy LLC; Simon Greenstone Panatier Bartlett LLP;
Thornton & Naumes, LLP; and Weitz & Luxenberg, PC.  Steven Kazan,
Esq. and Joseph F. Rice, Esq. are Co-Chairs of the Committee.

The deadline for voting on the Plan is October 6, 2015.
Instructions for voting can be obtained from the Debtors' website,
www.GarlockNotice.com

The Committee urges persons with asbestos claims against Garlock or
its bankrupt sister companies to vote "no" on the Plan and to
support the Committee's efforts to obtain a better deal for the
victims of asbestos.

                     About Garlock Sealing

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

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

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

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

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

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

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



GELTECH SOLUTIONS: Issues $200,000 Convertible Note to Mr. Reger
----------------------------------------------------------------
GelTech Solutions, Inc., issued Mr. Reger a $200,000 7.5% secured
convertible note in consideration for a $200,000 loan, according to
a document filed with the Securities and Exchange Commission.

The note is convertible at $0.73 per share and matures on Dec. 31,
2020.  Repayment of the note is secured by all of the Company's
assets including its intellectual property and inventory in
accordance with a secured line of credit agreement between the
Company and Mr. Reger. Additionally, the Company issued Mr. Reger
136,987 two-year warrants exercisable at $2.00 per share.  

Also on June 4, 2015, the Company issued Mr. Reger 21,918 shares of
common stock as consideration for the providing the Company with a
truck to be used in its operations.  The market value of the shares
issued to Mr. Reger was below the book value of the truck as
estimated by multiple third-party automotive appraisal companies.


All of the securities were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506(b) thereunder.

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

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

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


GREAT WOLF: S&P Withdraws 'B' CCR at Issuer's Request
-----------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
Great Wolf Resorts Holdings Inc., including the 'B' corporate
credit rating, at the request of the issuer.

"The withdrawal follows the close of the acquisition of Great Wolf
by an affiliate of Centerbridge Partners L.P.," said Standard &
Poor's credit analyst Carissa Schreck.

S&P does not expect to receive terms of the acquisition financing
in order to evaluate the company's new capital structure, although
S&P believes all previously rated debt at Great Wolf was redeemed.

The previous 'B' corporate credit rating on Great Wolf had been on
CreditWatch with negative implications.  S&P's CreditWatch listing
reflected its view that, in the event that additional borrowing to
complete the Centerbridge acquisition increased total
lease-adjusted debt to EBITDA above 7.5x or decreased EBITDA
coverage of interest expense to the mid-1x area, S&P would lower
ratings by one notch.



GUIDED THERAPEUTICS: Extends Tonaquint Note Due Date to July 20
---------------------------------------------------------------
Guided Therapeutics, Inc., entered into an amendment agreement with
Tonaquint, Inc. pursuant to which the terms of the secured
promissory note issued to Tonaquint on Sept. 10, 2014, and
previously amended on March 10, 2015, and May 4, 2015, were further
amended to, among other things, extend the date upon which the
balance of the Note is due to July 20, 2015, according to a
document filed with the Securities and Exchange Commission.

During the extension, interest will continue to accrue on the Note
at a rate of the lesser of 18% per year or the maximum rate
permitted by applicable law.  In addition, while the Note remains
outstanding, Tonaquint will have the right to convert up to an
additional $50,000 of the outstanding balance of the Note into
shares of the Company's common stock, at a conversion price per
share equal to the lower of (1) $0.25 and (2) 75% of the lowest
daily volume weighted average price per share of the Company's
common stock during the five business days prior to conversion.  If
the conversion price would be lower than $0.15 per share, the
Company has the option of delivering the conversion amount in cash
in lieu of shares.  Tonaquint has agreed that, in any given
calendar week, it will not sell conversion shares in an amount
exceeding the greater of (a) 15% of the Company's weekly dollar
trading volume in that week, or (b) $75,000.  Tonaquint has further
agreed not to engage in any "short sale" transactions in the
Company's common stock during the two-month extension. In
connection with the Amendment, the parties agreed to increase the
outstanding balance of the Note by $25,000.  Separately, in
response to Tonaquint's May 28, 2015, conversion notice delivered
pursuant to the Note, the parties agreed to convert approximately
$75,107 in outstanding balance subject to the conversion notice
into 715,308 shares of the Company's common stock at a price of
$0.105 per share.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

For the year ended Dec. 31, 2014, the Company reported a net loss
attributable to common stockholders of $10.03 million on $65,000 of
contract and grant revenue compared to a net loss attributable to
common stockholders of $10.39 million on $820,000 of contract and
grant revenue in 2013.

As of March 31, 2015, the Company had $2.56 million in total
assets, $7.57 million in total liabilities and $5.01 million total
stockholders' deficit.


HASSELL 2012 JOINT VENTURE: Must Face Bankruptcy Petition
---------------------------------------------------------
In the case captioned IN RE: HASSELL 2012 JOINT VENTURE AND
SPRINGWOODS JOINT VENTURE, CHAPTER 7, Debtor(s), CASE NO. 15-30781
(S.D. Tex., Houston Div.), Bankruptcy Judge Marvin Isgur ruled that
the debtor constitutes a general partnership under Texas law.

On February 25, 2015, James C. Hassell, Hassell Construction Co.,
Inc., and Hassell Management Services, L.L.C. filed a motion to
dismiss the case, alleging that debtors were merely joint ventures,
not true partnerships, and did not satisfy the standing
requirements of 11 U.S.C. Section 303(b).

In his May 8, 2015 memorandum opinion available at
http://is.gd/GAYIYMfrom Leagle.com, Judge Isgur found that the two
most important factors in determining the existence of a
partnership were present in this case, i.e. (1) profit sharing; and
(2) joint control.  The evidence is abundantly clear that the
venturers shared control for the intended purpose of sharing
profits from their ventures.  Hence, the debtor is a general
partnership under Texas law and an involuntary bankruptcy petition
may be filed against it.

               About Hassell 2012 Joint Venture and
                     Springwoods Joint Venture

An involuntary chapter 11 petition was filed by R. Hassell Holding
Co., Inc. ("RHCI") against Hassell 2012 Joint Venture and
Springwoods Joint Venture on February 5, 2015.


HORIZON LINES: Moody's Withdraws 'Caa2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings it had assigned
to Horizon Lines, Inc., including the Caa2 Corporate Family, the
Caa2-PD Probability of Default and SGL-4 Speculative Grade
Liquidity ratings.

The rating withdrawals follow the completion of the previously
announced sale of Horizon to Matson, Inc. (not rated) valued at
$469 million. Matson repaid all of the outstanding debt of Horizon
concurrently with the closing of the acquisition. Previously,
Moody's withdrew the ratings it had assigned to certain of
Horizon's debt following the payoff by Matson: B3 first lien senior
secured and Caa3 second lien senior secured. The purchase by Matson
followed the just prior sale by Horizon of its operating assets it
used in its Hawaii operations to the Pasha Group (not rated) for
approximately $142 million.

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines, LLC,
owned and operated 11 Jones Act qualified U.S. Flag container ships
in Jones Act liner services between the continental United States
and either Alaska or Hawaii.


HOWREY LLP: Ruling Trims Law Firms' Right to Unfinished Business
----------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that Judge James Donato of the U.S. District Court in San
Francisco, Calif., ruled that the defunct law firm Howrey LLP has
no right to profits from unfinished legal work its partners brought
to their new firms.

According to the DBR, Judge Donato overturned a bankruptcy-court
ruling and dismissed the trustee's lawsuits against eight firms
that took on Howrey partners.  In doing so, the judge roundly
rejected the so-called unfinished business doctrine that bankruptcy
trustees have argued gave them authority to claw back money earned
on pending legal matters for the benefit of creditors, the DBR
pointed out.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


IMRIS INC: Has Until July 13 to File Schedules
----------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended until July 13, 2015, the period by
which IMRIS, Inc., et al., must file their schedules of assets and
liabilities and statements of financial affairs.

                         About IMRIS Inc.

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

IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015, with a deal to sell to Deerfield Management Company,
L.P., for a credit bid of $9.50 million, absent higher and better
offers.

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

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


INTEGRATED BIOPHARMA: Joseph LaPlaca Named as Director
------------------------------------------------------
Joseph LaPlaca was appointed as a director of Integrated BioPharma,
Inc., to fill a vacancy on Board of Directors, according to a Form
8-K report filed with the Securities and Exchange Commission.  Mr.
LaPlaca will serve as a Class III director and his term will expire
in 2016.

Mr. LaPlaca has over three decades of global sales and marketing
experience, including senior executive positions with multinational
pharmaceutical and consumer product companies.  Mr. LaPlaca served
as the senior vice president of marketing from 2003 to 2014 of
Royal DSM, a multinational life sciences and material sciences
conglomerate that specializes in personal care, dietary
supplements, medical devices and alternative energy.  Mr. LaPlaca
has also served from 1990 to 2007 as an executive committee member
of the Council for Responsible Nutrition, a leading trade
association of dietary supplement manufacturers and ingredient
suppliers.  Mr. LaPlaca has in depth knowledge of the nutraceutical
business.

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

Integrated Biopharma reported net income of $131,000 for the year
ended June 30, 2014, compared to net income of $93,000 for the
year ended June 30, 2013.

As of March 31, 2015, the Company had $12.4 million in total
assets, $21.7 million in total liabilities and a $9.3 million total
stockholders' deficiency.


JOE'S JEANS: Receives Extension of Compliance Period from Nasdaq
----------------------------------------------------------------
Joe's Jeans Inc. received a second letter from The Nasdaq Stock
Market on May 29, 2015, indicating that the Company had not
regained compliance with the bid price rule, but that the Company
was eligible for an additional 180 day calendar period, or until
Nov. 23, 2015, to regain compliance.

The Company previously received a letter from Nasdaq on Nov. 24,
2014, notifying it of its failure to maintain a minimum closing bid
price of $1.00 over the then preceding 30 consecutive trading days
for its common stock as required by Nasdaq Listing Rule 5550(a)(2).
The letter stated that the Company had until May 26, 2015, to
demonstrate compliance by maintaining a minimum closing bid price
of at least $1.00 for a minimum of 10 consecutive trading days.   

The determination by Nasdaq was based upon the Company meeting the
continued listing requirement for market value of publicly held
shares and all other applicable requirements for initial listing on
the Nasdaq Capital Market with the exception of the Bid Price Rule,
and the Company's written notice of its intention to cure the
deficiency during the second compliance period by effecting a
reverse stock split, if necessary.  The letter was issued in
accordance with standard Nasdaq procedures and has no immediate
effect on the listing of the Company's common stock at this time.
The Company intends to monitor the bid price of its common stock
and will implement a reverse stock split, if necessary, if its
common stock does not trade at a level likely to result in the
Company regaining compliance with the Bid Price Rule by Nov. 23,
2015.

If the Company does not regain compliance with the Bid Price Rule
by Nov. 23, 2015, and does not timely implement a reverse stock
split, Nasdaq will provide the Company with written notification
that its common stock will be delisted.  At that time, the Company
may appeal Nasdaq's determination to delist its common stock to the
Nasdaq Hearings Panel.

                         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.


KEY ENERGY: Moody's Lowers CFR to 'B3', Outlook Negative
--------------------------------------------------------
Moody's Investors Service downgraded Key Energy Services, Inc.'s
Corporate Family Rating to B3 from B1, senior unsecured notes
rating to Caa1 from B2 and affirmed its SGL-3 Speculative Grade
Liquidity Rating. The rating outlook remains negative.

"The downgrade reflects a sharp increase in Key Energy's leverage
caused by recent weak operating performance and a 24% increase in
debt following its refinancing transaction announced on June 1,
2015 that will push leverage and debt service costs to a very high
level in a challenging industry environment," said Sajjad Alam,
Moody's Assistant Vice President-Analyst. "Moody's expects low oil
and natural gas prices to keep upstream customer demand at
depressed levels limiting Key Energy's cash flow generation and
deleveraging through 2016."

The negative outlook reflects significant ongoing cash expenditures
($59 million as of Q1-2015) associated with the ongoing Foreign
Corrupt Practices Act (FCPA) investigations, the uncertainty around
final resolution of these legal matters and the severity of any
potential penalties or fines that could further pressure liquidity
and credit metrics. The negative outlook also captures the near
term risks of further deterioration in operating performance.

Issuer: Key Energy Services, Inc.

Downgrades:

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Probability of Default Rating, Downgraded to B3-PD from
     B1-PD

  -- US$675 Million 6.75% Senior Unsecured Notes, Downgraded to
     Caa1 (LGD5) from B2 (LGD4)

Affirmations:

  -- Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

  -- Maintain Negative Outlook

The SGL-3 Speculative Grade Liquidity Rating reflects the view that
Key Energy will have adequate liquidity through 2016 following the
refinancing transactions. Given the need to strengthen its credit
profile, Moody's expects the company to manage its capex using
operating cash flow and cash on hand. The refinancing of the
previous $400 million revolving credit facility with a new $100
million asset backed revolving facility and a $315 million
first-lien term loan (unrated) will improve Key Energy's near term
liquidity by providing cash of about $173 million, pushing the
nearest maturity to 2020, and alleviating covenant violation risks.
However, although the credit facilities have no maintenance
covenants, the company still has to maintain a minimum liquidity
ratio (defined as cash plus revolver availability) of $100 million
and a minimum asset coverage ratio (net orderly liquidation value
plus cash balance in excess of $100 million over term loan
borrowings) of 1.5x. As a result, without a material turnaround in
equipment utilization, operating margins and cash flows, liquidity
challenges could reemerge in 2016, especially if industry
conditions remain subdued.

The B3 Corporate Family Rating reflects Key Energy's very high
financial leverage, exposure to the highly cyclical drilling and
oilfield services (OFS) industry which is in the midst of a severe
downturn, and declining equipment utilization, margins and cash
flow trends. The rating is also constrained by the additional costs
Moody's expect the company will incur in resolving the FCPA
violation charges. With proforma leverage rising near 7x as of
March 31, 2015 (after backing out FCPA expenses), the company will
have limited balance sheet capacity to weather a prolonged
downturn. The B3 CFR is supported by Key Energy's leading industry
position in the well servicing rig segment, diversified well-site
service offerings and meaningful market share in a number of
service segments, long standing operating relationships with many
highly rated upstream customers and wider geographic reach compared
to smaller, regional oilfield services competitors. Key Energy's
core businesses are focused on maintenance and enhancement of
production from existing wells which tends to be less volatile than
services that are geared towards new well drilling and completion.

The structurally superior position of the senior secured ABL and
term loan credit facilities relative to the company's senior
unsecured notes causes the notes to be rated Caa1, one-notch below
the B3 CFR, under Moody's Loss Given Default Methodology.

The outlook could change to stable once FCPA issues have been fully
settled and the company establishes clear improving operating
trends. The rating could be downgraded if significant FCPA
expenditures continue beyond third quarter 2015 or the company is
forced to make a substantial penalty payment. Weak liquidity or
assumption of more debt will also trigger a downgrade. Based on
Moody's view of weak OFS activity levels through 2016 and limited
deleveraging prospects, Key Energy's CFR is unlikely to be upgraded
over the next 12-18 months. Longer term, Key could be upgraded if
financial performance improves leading to a debt/EBITDA ratio
approaching 5x.

The principal methodology used in this rating 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.

Key Energy Services is a Houston, Texas based oilfield service
company with operations in most major operating basins in the
continental US as well as in Mexico, South America, the Middle
East, Russia, and Canada.


KIOR INC: Confirmation Hearing Continues on June 8
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
continue the hearing to consider confirmation of Kior, Inc.'s
second amended Chapter 11 plan of reorganization on Monday, June 8,
2015, at 9:30 a.m. (EDT), after having heard arguments relating to
the plan confirmation and the Mississippi Department of Revenue's
motion to dismiss the Chapter 11 case on June 3.

Prior to the June 3 hearing, the Debtor amended its Chapter 11 plan
of reorganization to modify the treatment of Class 1 - First Lien
Claims & DIP Financing Claims and Class 2 - Second Lien Claims.

The Liquidating Trust will be irrevocably vested with (i) the
funding designated for Class 8 - Convenience Claims, (ii) cash in
the amount of $100,000, and (iii) the Vested Causes of Action and
proceeds thereof, on the Effective Date.

Under the Second Amended Plan, filed June 1, 2015, the holders of
the Allowed DIP Financing Claims will either (i) receive 100% of
the New Equity Interests, or (ii) deemed to have waived any right
to receive distributions from the estate on account of the claims.

The holders of the Second Lien Claims will be deemed to have waived
any right to receive distributions from the estate on account of
those claims.

The Second Amended Plan also provides that the Reorganized Debtor
will establish a reserve account for the Priority Tax Claim of the
Mississippi Department of Revenue.

The MDA complains that there's nothing in the Plan suggesting that
implementation will cause the Debtor to achieve financial
viability, Sherri Toub, a bankruptcy columnist for Bloomberg News,
reported.  The primary aim of the plan appears to be stripping
arms-length creditors and investors of claims while awarding Kior
insiders new, controlling equity in the reorganized company for
inadequate and improper consideration, the MDA said, according to
the Bloomberg report.

Pasadena Investments, LLC, the KFT Trust, Vinod Khosla, Trustee,
VNK Management, LLC, and Khosla Ventures III, LP, argues that the
Plan is substantially more beneficial to every class of creditors
than a liquidation under Chapter 7.  Among other things, the Plan
includes amounts for the benefit of the Debtor's unsecured creditor
body of more than $4 million, amongs that would not exist but for
the funds provided by Pasadena.

A blacklined version of the Second Amended Plan dated June 1, 2015,
is available at http://bankrupt.com/misc/KIORplan060115.pdf

KFT Trust is represented by Michael R. Nestor, Esq., and Margaret
Whiteman Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, and David M. Stern, Esq., Thomas E.
Patterson, Esq., and Whitman L. Holt, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, in Los Angeles, California.

Khosla Ventures is represented by Dean A. Ziehl, Esq., Debra I.
Grassgreen, Esq., John W. Lucas, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware.

                          About KiOR Inc.

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

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

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

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

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

The MDA is represented by Dennis A. Meloro, Esq., at Greenberg
Traurig LLP, in Wilmington, Delaware; David B. Kurzweil, Esq., and
R. Kyle Woods, Esq., at Greenberg Traurig LLP, in Atlanta, Georgia;
Shari L. Heyen, Esq., at Greenberg Traurig LLP, in Houston, Texas;
and Douglas C. Noble, Esq., and William M. Quin II, Esq., at
McCraney Montagnet Quin & Noble, PLLC, in Ridgeland, Mississippi.

Leidos Engineering is represented by Mark Minuti, Esq., at Saul
Ewing LLP, in Wilmington, Delaware; Monique Bair DiSabatino, Esq.,
at at Saul Ewing LLP, in Philadelphia, Pennsylvania; and Christine
E. Baur, Esq., and Kathryn T. Anderson, Esq., at Law Office of
Christine E. Baur, in San Diego, California.

The Securities Class Action Lead Plaintiffs are represented by:

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

                - and -

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

The Debtors' attorneys can be reached at:

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

               - and -

         Mark W. Wege, Esq.
         Edward L. Ripley, Esq.
         Eric M. English, Esq.
         KING & SPALDING, LLP
         1100 Louisiana, Suite 4000
         Houston, TX 77002
         Telephone: 713-751-3200
         Facsimile: 713-751-3290


LABOR SMART: Reports $1.46-Mil. Net Loss for March 27 Quarter
-------------------------------------------------------------
Labor Smart, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $1.46 million on $4.71 million of net revenues for the three
months ended March 27, 2015, compared with a net loss of $1.06
million on $4.79 million of net revenues for the three months ended
March 31, 2014.

The Company's balance sheet at March 27, 2015, showed $4.21 million
in total assets, $7.47 million in total liabilities and total
stockholders' deficit of $3.26 million.

The Company requires capital for its contemplated operational and
marketing activities.  The Company's ability to raise additional
capital through the future issuances of common stock is unknown.
At March 27, 2015, the Company had an accumulated deficit of $9.75
million and negative working capital of $4.42 million.
Additionally, the operating activities of the Company provided
$569,375 net cash during the same three month period.  The
obtainment of additional financing and increasingly profitable
operations are necessary for the Company to continue operations.
The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern.

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

                       http://is.gd/kgYnmm
                          
Powder Springs, Georgia-based Labor Smart, Inc. (OTCMKTS: LTNC) is
a provider of temporary employees to the construction,
manufacturing, hospitality, restoration and retail industries.  The
Company provides unskilled and semi-skilled temporary workers
through its 30 branches in the U.S.

The Company reported a net loss of $1.09 million on $6.85 million
of revenues for the three months ended Sept. 26, 2014, compared
with a net loss of $419,000 on $5.34 million of revenues for the
three months ended Sept. 30, 2013.

The Company's balance sheet at Sept. 26, 2014, showed $5.35 million
in total assets, $7.73 million in total liabilities and total
stockholders' deficit of $2.38 million.


LEHMAN BROTHERS: Conway Hospital Claims Disallowed as Time-Barred
-----------------------------------------------------------------
District Judge John G. Koeltl affirmed the bankruptcy court's
disallowance order in the case captioned CONWAY HOSPITAL, INC.,
Appellant, v. LEHMAN BROTHERS HOLDINGS INC., Appellee, NO. 14 CV.
7026(JGK) (S.D.N.Y.).

In 2012, Conway Hospital, Inc. filed a proof of claim that arose
from a 1998 debt service reserve fund agreement that it entered
with Lehman Brothers Special Financing Inc. ("LBSF").  The United
States Bankruptcy Court for the Southern District of New York held
that Conway's claim against Lehman Brothers Holdings Inc. ("LBHI")
was time-barred and disallowed the proof of claim.

Conway argued that its claim is not time-barred because it arose
after LBHI petitioned for bankruptcy and that the Bar Date Notice
was consitutionally insufficient.

Judge Koeltl held that Conway's claim arose upon execution of the
1998 Agreement.  Because the 1998 Agreement was executed prior to
the filing of LBSF's Chapter 11 petition, Conway's claim should be
considered a prepetition claim governed by the Bar Date.  The Bar
Date and Bar Date Notice required Conway to file a prepetition
claim by September 22, 2009.  Since Conway failed to do so, its
claim is therefore time-barred.

A copy of the May 11, 2015 memorandum opinion and order is
available at http://is.gd/vaRYWDfrom Leagle.com.

Conway Hospital, Inc., Appellant, represented by Thomas G. MacAuley
-- tm@macdelaw.com -- MacAuley LLC.

Lehman Brothers Holdings Inc., Appellee, represented by Ralph Irad
Miller -- ralph.miller@weil.com -- Weil, Gotshal & Manges LLP

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was  
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: To Pay $1.3-Bil. to Settle Barclays' Suit
----------------------------------------------------------
Michael J. de la Merced, writing for The New York Times' DealBook,
reported that James W. Giddens, the trustee overseeing the winding
down of Lehman Brothers' brokerage unit, said on June 5 that the
remaining estate would pay $1.28 billion to settle a lawsuit filed
by Barclays, the British bank that acquired the bulk of Lehman's
North American brokerage business.

According to the DealBook, the pact, if it wins court approval,
would conclude about six years of fighting between Barclays and the
trustee over that sale.  Under the terms of the June 5 agreement,
the brokerage estate will pay Barclays about $1.3 billion, the
DealBook said.  In turn, the estate will have about $600 million to
pay out to creditors, releasing them from a reserve dedicated to
the legal fight, the report related.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

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

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

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

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

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

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

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

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


LEVEL 3: Enters Into Supplemental Indentures
--------------------------------------------
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3
Communications, Inc., entered into a supplemental indenture, dated
as of June 3, 2015, to the Indenture, dated as of Jan. 29, 2015,
among Parent, as guarantor, Level 3 Financing, as issuer and The
Bank of New York Mellon Trust Company, N.A., as trustee, relating
to Level 3 Financing's 5.625% Senior Notes due 2023.  The Guarantee
Supplemental Indenture was entered into among Level 3 Financing,
Parent, Level 3 Communications, LLC, a wholly owned subsidiary of
Parent, and the Trustee.  Pursuant to the Guarantee Supplemental
Indenture, Level 3 LLC has provided an unconditional, unsecured
guaranty of the Notes.

On June 3, 2015, Level 3 Financing entered into an additional
Supplemental Indenture, dated as of June 3, 2015, to the Indenture.
The Subordination Supplemental Indenture was entered into among
Level 3 Financing, Parent, Level 3 LLC and the Trustee. Pursuant to
the Subordination Supplemental Indenture, the unconditional,
unsecured guaranty of Level 3 LLC of the Notes is subordinated in
any bankruptcy, liquidation or winding up proceeding of Level 3 LLC
to all obligations of Level 3 LLC under the Level 3 Financing
Amended and Restated Credit Agreement, dated as of March 13, 2007.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

For the year ended Dec. 31, 2014, the Company reported net income
of $314 million on $6.77 billion of revenue compared to a net loss
of $109 million on $6.31 billion of revenue during the prior year.

As of March 31, 2015, the Company had $21.3 billion in total
assets, $14.58 billion in total liabilities and $6.71 billion in
total stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'.  "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.

As reported by the TCR on Oct. 31, 2014, Moody's Investors Service
upgraded Level 3's corporate family rating (CFR) to 'B2' from
'B3'.

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.


LLS AMERICA: Trustee May Recoup Against Lazy M et al
----------------------------------------------------
Chief District Judge Rosanna Malouf Peterson issued findings of
fact and conclusions of law in the case captioned BRUCE P.
KRIEGMAN, solely in his capacity as court-appointed Chapter 11
Trustee for LLS America, LLC, Plaintiff, v. LAZY M, LLC, et al.,
Defendants, NO. 12-CV-668-RMP, BANKR. CASE NO. 09-06194-FPC11, ADV.
PROC. NO. 11-80125-FPC (E.D. Wash.).

On August 19, 2013, the District Court adopted the Bankruptcy
Court's Report and Recommendation and entered an order granting the
Trustee's Amended Motion for Partial Summary Judgment on two
"Common Issues": (1) Debtor operated a Ponzi scheme; and (2) Debtor
was insolvent at the time of its transfers to Defendants.

On February 25, 2014, Charles B. Hall, the court appointed
examiner, testified at an Omnibus Hearing in open court.

The court found that the debtor, Little Loan Shoppe group of
companies, operated a Ponzi scheme and defendants are lenders who
received interest and principal payments from the debtor while the
latter was insolvent.  The court concluded that all transfers to
the defendants were made with actual fraudulent intent and in
furtherance of a Ponzi scheme, and are therefore avoidable as
fraudulent transfers.  However, defendants who acted in good faith
are entitled to retain the principal that they invested.

Defendants Lazy M LLC, Pacifica Ventures Inc., Shelly Armstrong,
David Armstrong, Daljit Haler, Ronald Ponton, and Tomika Ponton
failed to meet their burden to establish good faith and, thus, they
were required to return to the Trustee the entire amount of the
transfers that they received, including principal, interest, and
commissions.

With respect to defendant David Perry, the Trustee has proven that
Perry received $30,000 in preference, which the Trustee is entitled
to recover. Unlike fraudulent conveyances, however, preferences
that are avoidable pursuant to Section 547 may not be retained by
initial transferees based on the defense of good faith.

Defendants Othelia Spare was dismissed with prejudice.  Defendant
Victoria Cilwa was dismissed without prejudice.

A copy of the May 12, 2015 findings of fact and conclusions of law
is available at http://is.gd/XBqgSnfrom Leagle.com.

Bruce P Kriegman, Plaintiff, represented by Daniel J Gibbons --
DJG@witherspoonkelley.com -- Witherspoon Kelley, Michael Douglas
Currin -- MDC@witherspoonkelley.com -- Witherspoon Kelley Davenport
& Toole, Shelley N Ripley -- SNR@witherspoonkelley.com
-- Witherspoon Kelley, Duane Michael Swinton --
DMS@witherspoonkelley.com -- Witherspoon Kelley Davenport & Toole,
Matthew A Mensik -- mam@witherspoonkelley.com -- Witherspoon Kelley
PS & Thomas Dean Cochran -- TDC@witherspoonkelley.com --
Witherspoon Kelley Davenport & Toole.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


MICROVISION INC: Stockholders Elect Seven Directors
---------------------------------------------------
The annual meeting of stockholders of Microvision, Inc. was held on
June 2, 2015, at which the stockholders:

   (a) elected Richard A. Cowell, Slade Gorton, Jeanette Horan,
       Perry Mulligan, Alexander Tokman, Brian Turner and Thomas
       M. Walker as directors;

   (b) approved the proposed amendment to the 2013 MicroVision,
       Inc. Incentive Plan; and

   (c) ratified the appointment of Moss Adams LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ending Dec. 31, 2015.

                       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.


MOTORS LIQUIDATION: Court Clarifies "Equitable Mootness" Decision
-----------------------------------------------------------------
As discussed in Motors Liquidation Company GUC Trust's annual
report on Form 10-K dated May 22, 2015, the Bankruptcy Court for
the Southern District of New York rendered a decision addressing a
number of "threshold issues" that stem from certain motions filed
by General Motors Company, which motions collectively seek to
enjoin numerous actions filed by various plaintiffs against New GM.
These actions assert claims for (i) economic losses and personal
injuries arising from certain New GM recalls to repair ignition
switches or to fix ignition lock cylinders, and/or (ii) economic
losses and personal injuries arising from other New GM recalls.  

Many of the vehicles subject to the recalls were manufactured or
sold prior to July 10, 2009, the date on which the sale of
substantially all of the assets of Motors Liquidation Company
(f/k/a General Motors Corporation) to New GM was completed pursuant
to an order of the Court.  Under the Sale Order, all product
liability and property damage claims arising from accidents or
incidents prior to the Sale Closing Date were to remain with Old GM
as general unsecured claims.  The Motors Liquidation Company GUC
Trust has appeared as a party in interest in the litigation
relating to the Motions to Enforce.

As previously disclosed in its annual report on Form 10-K dated May
22, 2015, the Decision held, among other things, that the
plaintiffs in the Ignition Switch Actions may seek authorization to
file late claims in the bankruptcy cases of Old GM, but that any
such claims as against the GUC Trust are "equitably moot" (that is,
fashioning relief for the plaintiffs against the GUC Trust would be
"impractical, imprudent and therefore inequitable"), and thus the
assets of the GUC Trust cannot be used to satisfy those claims.

On June 1, 2015, the Court issued a judgment, which clarifies the
terms of the Decision and distills the Court's holdings into a
binding order.  As it applies to the GUC Trust, the Judgment
provides the following:

   * The Equitable Mootness Finding is applicable to plaintiffs in

     the Ignition Switch Actions, and thus, the assets of the GUC
     Trust cannot be utilized to satisfy any claims that may be
     filed by those plaintiffs after the date of entry of the
     Judgment.

   * Although the Equitable Mootness Finding does not apply
     automatically to plaintiffs in the Non-Ignition Switch
     Actions, those plaintiffs must file a pleading with the Court
     asserting a good faith basis as to why the Equitable Mootness
     Finding should not apply to their Non-Ignition Switch
     Actions.  In any Equitable Mootness Pleading, plaintiffs are
     not permitted to re-litigate issues of law that were
     addressed in the Decision.  If a plaintiff in a Non-Ignition
     Switch Action fails to file a timely Equitable Mootness
     Pleading, or if the Court denies the relief requested by the
     plaintiff in the Equitable Mootness Pleading, the GUC Trust
     is permitted to seek dismissal of the applicable Non-Ignition

     Switch Actions.  However, in the event that the Court grants
     the relief requested by any plaintiff in a timely Equitable
     Mootness Pleading, that plaintiff could seek to assert claims
     against the GUC Trust, which claims (if allowed) could dilute
     the recoveries of holders of Units in the GUC Trust.  To
     date, the plaintiffs in the Non-Ignition Switch Actions have
     not asserted the aggregate amount of their claims.

   * Pursuant to section 502(j) of title 11 of the United States
     Code, assets of the GUC Trust may be used to satisfy
     previously allowed or disallowed claims that are reconsidered

     for cause.  Hence, any person who holds a previously allowed
     or disallowed claim may seek to have that claim reconsidered
     by the Court, and in the event that any such claimant
     prevails in an application for reconsideration, the resulting

     additional allowed claims could dilute the recoveries of
     holders of Units in the GUC Trust.

The Court's Decision and Judgment are subject to appeal, and
certain parties have already filed notices of appeal.  It is
possible that other parties may similarly appeal the Decision and
Judgment.

In a separate order entered on June 1, 2015, the Court certified
its Decision and Judgment for a direct appeal to the Second
Circuit.  In the event that the Second Circuit accepts the
certification, the appeals of the Decision and Judgment will be
heard directly by the Second Circuit, bypassing the intermediate
appeal to the District Court for the Southern District of New York.
Alternatively, if the Second Circuit denies the certification, the
appeals of the Decision and Judgment will be heard by the District
Court.  Appellate proceedings have been stayed, except for certain
procedural steps, until a time when the Second Circuit rules on the
certification.

In the event that the Decision and Judgment are overturned on
appeal with respect to the Equitable Mootness Finding, plaintiffs
subject to the Motions to Enforce (including but not limited to the
plaintiffs in the Ignition Switch Actions and the Non-Ignition
Switch Actions) could seek to assert claims against the GUC Trust,
which claims (if allowed) could dilute the recoveries of holders of
Units in the GUC Trust.

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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

As of March 31, 2015, Motors Liquidation had $1.01 billion in total
assets, $69.23 million in total liabilities and $944.73 million in
net assets in liquidation.


MOTORS LIQUIDATION: Trustee Seeks to Liquidate New GM Holdings
--------------------------------------------------------------
Wilmington Trust Company, solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust, filed a motion with the Bankruptcy Court for the Southern
District of New York seeking an order authorizing the GUC Trust to
(A) (i) exercise the GUC Trust's holdings of (1) warrants to
purchase shares of common stock, par value $0.01 per share of
General Motors Company at $10.00 per share, and (2) warrants to
purchase shares of New GM Common Stock at $18.33 per share, and
(ii) liquidate the GUC Trust's holdings of New GM Common Stock
(including the New GM Common Stock received from the exercise of
the New GM Warrants) into cash, and (B) make corresponding
amendments to the agreement governing the GUC Trust.

If the relief requested in the Motion is granted by the Bankruptcy
Court in the form currently proposed, the GUC Trust would as soon
as practicable thereafter exercise the New GM Warrants, converting
those New GM Warrants into shares of New GM Common Stock, and then
liquidate its entire holdings of New GM Common Stock in one or more
open market transactions, block trades or other sales, in such
numbers and at such time or times, as it shall determine, and
potentially with the assistance and advice of one or more
investment banking companies or other broker-dealers.

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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

As of March 31, 2015, Motors Liquidation had $1.01 billion in total
assets, $69.23 million in total liabilities and $944.73 million in
net assets in liquidation.


MRI INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Solon, Ohio-based MRI Intermediate
Holdings LLC.  The outlook is stable.  S&P withdrew its 'B'
corporate credit rating on MRI Software LLC, which is a fully-owned
subsidiary of MRI Intermediate Holdings.

At the same time, S&P assigned a 'B+' issue-level rating and '2'
recovery rating to the company's $170 million senior secured
first-lien credit facilities, comprising a $15 million revolving
credit facility due 2020 and a $155 million first-lien term loan
due 2021.  The '2' recovery rating indicates S&P's expectation of
substantial (70% to 90%; lower half of range) recovery for the
first-lien debtholders in the event of a default.  S&P also
assigned a 'CCC+' issue-level rating and '6' recovery rating to the
company's $70 million senior secured second-lien term loan due
2022.  The '6' recovery indicates S&P's expectation of negligible
(0% to 10%) recovery for the second-lien debtholders.

The company will use the proceeds from debt issuance to repay
existing debt and to pay transaction-related fees and expenses.

"The rating reflects our view of MRI's relatively small scale and
narrow product offerings in the enterprise software industry
focusing on the real estate end market and a highly leveraged
financial profile with an S&P-adjusted debt-to-EBITDA ratio at 7x
at close of the company sale transaction," said Standard & Poor's
credit analyst Peter Bourdon.

The company's good operating profitability, with EBITDA margins in
the mid- to high-30% area and high recurring revenue in the mid-80%
area, partially offset these factors.  Additional offsetting
factors include the company's low customer concentration risk, with
its top 10 customers accounting for about 13% of total recurring
revenues, and historical customer retention rates in excess of
90%.

The stable outlook reflects Standard & Poor's Ratings Services'
expectation that MRI's high recurring revenue from long-term
contracts, strong customer renewal rates, and stable operating
profitability will lead to modest leverage improvement and positive
FOCF generation over the next 12 months.

S&P would consider a downgrade if the company experiences a decline
in customer renewals because of competitive pricing pressure,
resulting in sustained EBITDA declines, leading to leverage in
excess of the mid-7x level or negligible FOCF generation.

S&P views an upgrade as unlikely, given the company's high
S&P-adjusted debt to EBITDA of 7x and S&P's expectation that it
will not sustain leverage below the 5x level due to its financial
sponsor ownership.



NAVISTAR INTERNATIONAL: Incurs $64 Million Net Loss in 2nd Qtr
--------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $64 million on $2.7 billion
of net sales and revenues for the three months ended April 30,
2015, compared to a net loss attributable to the Company of $297
million on $2.7 billion of net sales and revenues for the same
period in 2014.

For the six months ended April 30, 2015, the Company reported a net
loss attributable to the Company of $106 million on $5.11 billion
of net sales and revenues compared to a net loss attributable to
the Company of $545 million on $4.95 billion of net sales and
revenues for the same period last year.

As of April 30, 2015, the Company had $6.9 billion in total assets,
$11.7 billion in total liabilities and a $4.7 billion total
stockholders' deficit.

"Our results reflect continued progress in improving
enterprise-wide business operations and positive momentum in the
North American industry," said Troy A. Clarke, Navistar president
and chief executive officer.  "We continue to make solid
improvements in our North American truck and parts businesses and
are especially encouraged by the progress in our bus business as
well as increased market share in our medium-duty business where we
saw significant improvement in sales to major rental and leasing
fleets and strong results in dealer-led sales."

"We continue to take the right actions to improve the business and
expect to achieve in excess of an 8 percent EBITDA margin run rate
as we exit the year," Clarke added.  "We think 2016 will be another
strong year for the North American industry and we believe we're
well positioned to take advantage of favorable market conditions
for our core businesses."  

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

                       http://is.gd/WzcxH2

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $619 million for the year ended Oct. 31, 2014, compared
to a net loss attributable to the Company of $898 million for the
year ended Oct. 31, 2013.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corp., including the
'B3' corporate family rating.  The ratings reflect Moody's
expectation that Navistar's successful incorporation of Cummins
engines throughout its product line up will enable the company to
regain lost market share, and that progress in addressing component
failures in 2010 vintage-engines will significantly reduce warranty
expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Navistar
International to 'CCC+' from 'B-'.  "The rating downgrades reflect
our increased skepticism regarding NAV's prospects for achieving
the market shares it needs for a successful business turnaround,"
said credit analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the issuer default ratings
for Navistar International at 'CCC' and removed the negative
outlook on the ratings.  The removal reflects Fitch's view that
immediate concerns about liquidity have lessened, although
liquidity remains an important rating consideration as NAV
implements its selective catalytic reduction engine strategy.


NEW ACADEMY: Moody's Affirms B2 CFR & Rates New $1.83BB Loan B2
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
B2-PD Probability of Default Ratings of New Academy Finance Company
LLC and assigned a B2 rating to the proposed $1.83 billion senior
secured term loan due 2022 to be issued by its operating
subsidiary, Academy, Ltd. The ratings outlook is stable.

Proceeds from the proposed term loan, $100 million of revolver
borrowing and $120 million of balance sheet cash will be used to
refinance all debt in Academy's capital structure, pay a $200
million distribution to shareholders, and pay related fees and
expenses. The assigned rating is contingent upon closing of the
transaction and review of final documentation.

Academy, Ltd.:

  -- $1.83 billion senior secured term loan due 2022 assigned
     B2 (LGD 4)

The following ratings were affirmed and will be moved to Academy,
Ltd. upon completion of the refinancing:

New Academy Finance Company LLC:

  -- Corporate Family Rating affirmed at B2;

  -- Probability of Default Rating affirmed at B2-PD;

The following ratings were affirmed and will be withdrawn upon
completion of the refinancing:

New Academy Finance Company LLC:

  -- Senior unsecured notes due 2018 at Caa1 (LGD 6).

Academy, Ltd.:

  -- Senior secured term loan due 2018 at B1 (LGD 3);

  -- Senior unsecured notes due 2019 at B3 (LGD 5).

"While Academy is increasing leverage and reducing cash to fund a
distribution to its shareholders, the company has a demonstrated
ability to profitably grow revenue and meaningfully reduce
leverage. We expect this to be the case going forward," said
Moody's analyst, Mike Zuccaro. "Lease-adjusted leverage will
increase modestly to over 6.0 times with this transaction. However,
we expect it will fall below 5.5 times within the next 12-18
months, particularly as the company begins to annualize significant
investments made in people, technology and infrastructure in
support of future growth." Academy's liquidity and interest
coverage will also benefit from significant cash interest savings
of over $35 million via the refinancing of the higher coupon notes
with the term loan.

Academy's B2 Corporate Family Rating is constrained by the high
debt and leverage that stem from the August 2011 acquisition by
KKR, and the $486 million debt-financed dividend in December 2012
using net proceeds from a $500 million senior note offering. The
potential for further debt financed distributions to the private
equity sponsor is a key rating constraint. The rating also reflects
Academy's limited geographic presence and the potential challenges
inherent in its planned ramp-up of new store growth over the
intermediate-term. The rating favorably reflects the strength of
the company's "Academy Sports + Outdoors" brand, its good market
position in the regions where it operates, and its demonstrated
ability to maintain profitable growth despite difficult economic
conditions over the past several years. Academy's liquidity is
expected to remain very good, supported by the expectation that its
balance sheet cash, positive free cash flow and excess revolver
availability will be more than sufficient to fund working capital,
capital spending, and debt amortization over the next twelve
months.

The stable outlook reflects Moody's expectation that the company
will continue to demonstrate profitable growth through solid
returns on new store openings, positive same store sales and
improved margins on cost savings initiatives and leveraging of
recent investments. Profitable growth could lead to improved
adjusted leverage over the next twelve months, however we caution
that financial policy is aggressive, as it is dictated by a
financial sponsor owner, increasing the risk that further
deleveraging may not occur.

Sustained growth in revenue and earnings while maintaining good
liquidity could lead to a ratings upgrade. The company would also
need to demonstrate the willingness and ability to improve and
maintain lower debt leverage through a more conservative financial
policy. Specific metrics include adjusted debt to EBITDA sustained
below 5.5x and adjusted EBITA to interest over 1.5x.

Academy's ratings could be downgraded if operating performance were
to materially decline, or if financial policies were to become more
aggressive, leading to sustained deterioration in credit metrics or
weaker liquidity. Adjusted debt to EBITDA above 6.5x or adjusted
interest coverage falling below 1.25x on a sustained basis could
drive a downward rating action.

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.

Through its indirect operating subsidiary, Academy, Ltd., New
Academy Finance Company LLC is a leading sports, outdoor and
lifestyle retailer with a broad assortment of hunting, fishing and
camping equipment and gear along with sports and leisure products,
footwear, and apparel. The company operates 196 stores under the
Academy Sports + Outdoors name in Texas and the southeastern United
States, generating approximately $4.3 billion of revenues for the
twelve months ended May 2, 2015. Academy is owned by an affiliate
of Kohlberg Kravis Roberts & Co L.P. and is the direct subsidiary
of New Academy Holding Company, LLC.


NII HOLDINGS: Asks Court to Overrule Capco 2012 Plan Objection
--------------------------------------------------------------
NII Holdings, Inc., et al., and their Official Committee of
Unsecured Creditors are asking the U.S. Bankruptcy Court for the
Southern District of New York to confirm their First Amended Plan
of Reorganization, saying that:

  -- The plan and the global settlement embodied therein are backed
by nearly every significant creditor constituency, and

  -- The allegation of the Capco 2012 Group (the lone creditor
group contesting confirmation) that it is not treated with "equal
dignity" under the Plan is red herring.

"Failure to confirm the Plan or approve the Settlement risks
jeopardizing the fragile consensus established to date and
triggering the full scale litigation of all of the settled claims
and disputes.  Such an outcome would result in the deterioration of
the Debtors' enterprise value and possibly the liquidation of their
businesses and the conversion of these cases to chapter 7 -- a
value-destructive state of affairs that is in no one's best
interest, including the lone party seeking to scuttle the Debtors'
bid to confirm the Plan against an overwhelming tide of creditor
support," Scott J. Greenberg, Esq., at Jones Day, counsel to the
Debtors, tells the Court.

The Debtors point out that the Capco 2021 Group belongs to the
minority as over 95% of voting holders of Capco 2021 Notes voted to
accept the Plan.  They also note it is ironic that this group now
objects to the Plan when holders of the Capco 2021 Notes, and
therefore the members of the Capco 2021 Group, had their recoveries
improved by 63% under the revised versions of the Plan and
Settlement before the Court -- an improvement better than any other
creditor constituency.

                    Overwhelming Support for Plan

Creditors in every single voting class voted overwhelmingly to
accept the Plan and the Settlement embodied therein.

        Claims                          Number   Amount
        -------                         -----    ------
     Sale-Leaseback Guaranty Claims       100%    100%
     Luxco Note Claims                   84.05%  94.28%
     Capco Note Claims                   97.20%  89.29%
     Transferred Guarantor Claims        99.59%  99.91%
     CDB Documents Claims                 100%    100%
     General Unsecured Claims             100%    100%
     Capco 2021 Notes                    95.46%  78.64%

"The Plan has overwhelming creditor support.  Approximately 94% of
creditors (in number) overall voted to accept the Plan, and the
Plan is backed by every creditor fiduciary in the cases. Holders of
General Unsecured Claims against each Debtor have unanimously voted
to accept the Plan.  Even the CapCo 2021 Noteholders, on whose
behalf the Ad Hoc Group seeks to up-end the Plan, voted 95% in
number and over 78% in amount in favor of confirmation.  The Ad Hoc
Group thus seeks to thwart the outcome desired by an overwhelming
majority of the very constituency for which they are purportedly
advocating," Creditors Committee said in its statement in support
of confirmation of the Plan.

Although certain classes of claims and interests are not expected
to receive any distributions under the Plan and are thus deemed to
reject the Plan, the Debtors contend that the Plan should be
confirmed as it has satisfied the "cramdown" requirements: the Plan
"does not discriminate unfairly" and is "fair and equitable" with
respect to impaired, non-consenting classes.

                       Capco 2012 Objection

The Ad Hoc Group of NII Capital 2021 Noteholders (the "CapCo 2021
Group") claims that the Debtors, in striving to achieve what they
believe to be a consensual plan sacrificed their duty to obtain a
fair and equitable plan for all creditors.  The CapCo 2012 group
noted, among other things, that the Debtors are settling claims
that the Debtors currently believe to be "without merit" (the
Transferred Guarantor Claims) for $285.1 million -- more than 10
percent of the estates' value.  The impact of this distribution is
to diminish the recoveries of holders of the Capco 7.625% Notes (or
the "Capco 2021 Notes") by $150 million or about 34.3 percent of
their proposed distributions under the Plan.  In addition, the
Transferred Guarantor Claims would receive a vastly
disproportionate share of their distributions in cash—their
distributions include $143.2 million of cash (or about 50 percent
in cash), and the cash distributions for all of the Capco Notes
Claims are $130.2 million (or only about 15.6 percent in cash).

The Debtors note that the Capco 2021 Objection boils down to three
main points: (a) the Debtors should not have agreed to settle the
Transferred Guarantor Claims as part of the global, integrated
Settlement because there is a "silver bullet" legal argument to
defeat such Claims in litigation; (b) Holders of the Capco 2021
Notes are not being treated with "equal dignity" because they do
not recover any value from the Transferred Guarantors; and (c) the
Capco 2021 Notes should have been separately classified from the
other Capco Notes.

The Debtors want the Capco 2021 Objection overruled in its
entirety.

The Debtors recount that it was only when the Capco 2021 Group
realized that they were not legally entitled to a Claim against
these separate Debtors (i.e., the Transferred Guarantors) -- and
that they were barred from asserting any Claims against the
Transferred Guarantors after failing to file any proofs of claim
against these Debtors -- that they pivoted to argue that the
Transferred Guarantor Claims were not valid in the first place.

The Debtors say that every one of the Capco 2021 Group's complaints
about the resolution of the Transferred Guaranty Claims is "utterly
baseless."  The Debtors explained that despite believing -- and
stating publicly -- that the Transferred Guarantor Claims were
without merit and, therefore, more likely than not to fail, always
understood that there was a reasonable risk that a court might not
agree, and that the Transferred Guarantor Claims therefore had
settlement value.

According to the Debtors, the Capco 2021 Group's attack on just one
component of the settled claims and disputes (a) ignores the
substantial value created by the entirety of the Settlement and (b)
proposes no viable alternative in place of the Settlement.

The allegation that Holders of the Capco 2021 Notes are not being
treated with "equal dignity" under the Plan is a red herring and
ignores that the Plan is a separate chapter 11 plan for each Debtor
entity.  The Debtors have not sought, and do not believe cause
exists, to substantively consolidate their estates.  Holders of the
Capco 2021 Notes receive exactly the same recovery from NII
Holdings, Capco and the Capco Guarantors as the Holders of the
other Capco Notes (i.e., a 29.15% recovery).  Holders of the Capco
2021 Notes, however, do not have claims, and never filed proofs of
claim against, the Transferred Guarantors.  As a result, Holders of
the Capco 2021 Notes do not recover any value from those particular
Debtor entities under the Plan (which Debtor entities are
structurally senior not only to Capco, but also to Luxco).

Similarly, according to the Debtors, the separate classification
argument made by the Capco 2021 Group ignores the non-consolidated
nature of the Plan.  In any event, this argument, and the
accompanying argument regarding the satisfaction of the "cram down"
standards of Section 1129(b) of the Bankruptcy Code, are now moot
given the voting results, since even if the Claims of the Holders
of the Capco 2021 Notes had been separately classified, that class
still would have voted in favor of the Plan.

A copy of the Debtors' omnibus response to the Plan confirmation
objections is available for free at:

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

A copy of the Creditors Committee's statement in support of
confirmation of the Plan is available at:

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

The June 2, 2015 edition of the Troubled Company Reporter reported
on the Noteholders Group's objections to the Plan.  A copy of the
objection is available for free at:

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

                        The Chapter 11 Plan

NII Holdings Inc., et al., and the Official Committee of Unsecured
Creditors are proposing a reorganization plan that they say provide
a clear path for the Debtors' expeditious emergence from Chapter 11
in a manner that preserves the going concern viability of the NII
Holdings' non-debtor affiliates, avoids the costly, protracted
litigation of a morass of claims and maximizes value for all
stakeholders.

The Debtors filed a first plan support agreement on Nov. 24, 2014,
and a proposed plan of reorganization on Dec. 22, 2014.

On Jan. 26, 2015, the Debtors reached an agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to adjustments.  The sale transaction was approved
on March 23, 2015.  The sale was completed April 30, 2015.

As a result of the sale transaction, the Debtors on March 13, 2015,
filed the First Amended Plan, which provides improved recoveries
and recoveries that include cash distributions.  The Amended Plan
is co-sponsored by the Creditors Committee.

The Debtors on April 20, 2015, filed a solicitation version of the
Disclosure Statement and First Amended Plan.

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

                      About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors tapped Jones Day's Scott J. Greenberg, Esq. and Michael
J. Cohen, Esq., as counsel and Prime Clerk LLC as claims and
noticing agent. NII Holdings disclosed $1.22 billion in assets and
$3.068 billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors. The panel is represented by Kenneth H. Eckstein, Esq.
and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP.
Kurtzman Carson Consultants LLC is the panel's information agent.


NII HOLDINGS: Limited Objections to Plan Resolved
-------------------------------------------------
According to NII Holdings, Inc., et al.'s omnibus response to the
objections to confirmation of their First Amended Plan of
Reorganization, most of the limited objections filed by parties
have been resolved.

Tata America International Corporation d/b/a TCS America filed an
objection related primarily to the proposed cure amount for a
Master Supply and Technical Services Agreement that was listed for
assumption under the Plan.  The Objection has been consensually
resolved with an agreement to add language to the Confirmation
Order clarifying that the Debtors will continue to honor all
postpetition and post-Effective Date obligations under all assumed
Executory Contracts and Unexpired Leases.

With respect to Nextel Communications, Inc.'s objection to Debtor's
proposed assumption of A Trademark License Agreement, a consensual
resolution has been reached that will allow the Debtors' assumption
of the License Agreement.

The objection of Giesecke & Devrient 3S AB, formerly known as
SmartTrust AB, asserted that the correct cure amount for a Master
Services Agreement for Hosted Over-the-Air Services listed for
assumption under the Plan was $550,000.  That amount reflected a
postpetition amount due under the agreement that was paid by the
Debtors in the ordinary course of business subsequent to the filing
of the objection.  That payment, combined with the Debtors'
agreement to include language in the Confirmation Order clarifying
that the Debtors will continue to honor all postpetition and
post-Effective Date obligations under all assumed executory
contracts and unexpired leases, resolved the objection.

Oracle Inc.'s limited objection and reservation of rights asserts
that (a) Exhibit G to the Plan did not adequately describe Oracle's
agreements making it impossible for Oracle to assess the
appropriate cure amounts; (b) based on the information that was
provided, the cure amounts appeared to be inaccurate; and (c)
Oracle does not have adequate assurance of the Debtors' future
performance.  The Debtors have and continue to work with Oracle in
the hopes of achieving a consensual resolution of the objection.

The limited objection of lead plaintiff in a class action lawsuit
requested two things: (a) the ability to continue to pursue claims
against the Debtors to the extent of any available insurance
proceeds; and (b) a document preservation protocol.  While the
Debtors have worked to address the concerns of the Lead Plaintiff
and have a reached a consensual resolution with respect to the Lead
Plaintiff's request for a document retention protocol, the Debtors
argue that Lead Plaintiff's request for leave to continue to pursue
claims against the Debtors is not warranted by the law or the
facts, and the Lead Plaintiff Limited Objection in this respect
should be overruled in its entirety.

The U.S. Trustee submitted an objection to the Plan Support
Agreement and First Amended Plan.  According to the Debtors, the
UST Objection, the sole substantive objection to the PSA, appears
to only take issue with a single provision of the PSA: the proposed
payment of the requisite consenting noteholders' fees and expenses.
The Debtors say that the objection is based on a narrow and overly
technical reading of Section 503(b) of the Bankruptcy Code.  The
objection, according to the Debtors, ignores relevant case law in
the District that supports the payment of the requisite consenting
noteholders' fees and expenses, whether pursuant to the PSA or the
Plan, and should be overruled in its entirety.

A copy of the Debtors' omnibus response to the Plan confirmation
objections is available for free at:

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

                        The Chapter 11 Plan

NII Holdings Inc., et al., and the Official Committee of Unsecured
Creditors are proposing a reorganization plan that they say provide
a clear path for the Debtors' expeditious emergence from Chapter 11
in a manner that preserves the going concern viability of the NII
Holdings' non-debtor affiliates, avoids the costly, protracted
litigation of a morass of claims and maximizes value for all
stakeholders.

The Debtors filed a first plan support agreement on Nov. 24, 2014,
and a proposed plan of reorganization on Dec. 22, 2014.

On Jan. 26, 2015, the Debtors reached an agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to adjustments.  The sale transaction was approved
on March 23, 2015.  The sale was completed April 30, 2015.

As a result of the sale transaction, the Debtors on March 13, 2015,
filed the First Amended Plan, which provides improved recoveries
and recoveries that include cash distributions.  The Amended Plan
is co-sponsored by the Creditors Committee.

The Debtors on April 20, 2015, filed a solicitation version of the
Disclosure Statement and First Amended Plan.

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

                      About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors tapped Jones Day's Scott J. Greenberg, Esq. and Michael
J. Cohen, Esq., as counsel and Prime Clerk LLC as claims and
noticing agent. NII Holdings disclosed $1.22 billion in assets and
$3.068 billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors. The panel is represented by Kenneth H. Eckstein, Esq.
and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP.
Kurtzman Carson Consultants LLC is the panel's information agent.


ORCHARD SUPPLY: Alamo Group Suit v. Real Estate Broker Dismissed
----------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi granted the defendants'
Motion to Dismiss in the case captioned ALAMO GROUP, LLC, AND KIRIN
ALAMO, LLC, Plaintiffs, v. A&G REALTY PARTNERS, LLC, MICHAEL
JERBICH, AND DOES 1-25, Defendants, CASE NO. 13-11565 (CSS) JOINTLY
ADMINISTERED, ADV. CASE NO. 14-50103 (CSS) (Bankr. D. Del.).

An adversary proceeding was filed by plaintiffs Alamo Group LLC and
Kirin Alamo, LLC against defendants A&G Realty Partners, LLC and
Michael Jerbich alleging fraudulent misrepresentation in relation
to the plaintiffs' purchase of unexpired commercial leases from the
bankruptcy estate of OSC 1 Liquidating Corporation f/k/a Orchard
Supply Hardware Stores Corporation, et al.  Plaintiffs alleged that
the defendants, who acted as the debtor's real estate broker,
misrepresented certain details about another bidder's counteroffer
causing plaintiffs to increase their bid.

In his May 12, 2015 opinion which is available at
http://is.gd/LEyzKyIfrom Leagle.com, Judge Sontchi granted,
without prejudice, the Motion to Dismiss Plaintiff's Complaint.  He
held that plaintiffs did not sufficiently plead that defendant
brokers' misrepresentations were material to the decision to place
a second bid, or that there was a deliberate concealment of
material information.

BALLARD SPAHR LLP, Tobey M. Daluz -- daluzt@ballardspahr.com --
Jessica L. Case, Wilmington, Delaware and Brent Weisenberg --
weisenberg@ballardspahr.com -- New York, New York, Counsel for
Defendants, A&G Realty Partners, LLC, and Michael Jerbich.

ASHBY & GEDDES, P.A., William P. Bowden --
Wbowden@ashby-geddes.com -- Gregory A. Taylor --
Gtaylor@ashby-geddes.com -- Wilmington, Delaware and BURKHALTER
KESSLER CLEMENT & GEORGE LLP, Daniel J. Kessler --
dkessler@bkcglaw.com -- Eric J. Hardeman, Irvine, California,
Counsel for Plaintiffs, Kirin Alamo, LLC, and Alamo Group, LLC.

               About Orchard Supply Hardware Stores

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


PALOMAR HEALTH: Moody's Affirms 'Ba1' Revenue Bond Ratings
----------------------------------------------------------
Moody's Investors Service affirms the Ba1 ratings assigned to
Palomar Health's (PH) revenue bonds, affecting approximately $560
million of debt. The negative outlook is maintained.

Moody's also rates $573 million of PH's general obligation bonds,
which currently have a rating of A2. (Please see the rating report
pertaining to the general obligation bonds, released concurrently
with this report). The general obligation bonds are secured by the
district's voter-approved unlimited property tax pledge and general
obligation bondholders do not have any recourse to the hospital for
payments under the bonds. Tax revenues, payments, and principal
related to the general obligation bonds have been excluded from
this analysis.

The affirmation of the Ba1 and the maintenance of the negative
outlook reflect poor liquidity, narrow headroom to covenants, and
the failure of the organization to improve cash balances beyond
current levels. The rating is counterbalanced by certain
fundamental strengths, including leading market position in
northern San Diego County, its status as the largest district
hospital in the state, the certain level of stability it enjoys due
to the contract with Kaiser Permanente, and the absence of
immediate competition. After a poor fiscal year (FY) 2013,
operating performance improved significantly in FY 2014 and shows
continued strength through nine months year-to-date (YTD) 2015.
Nevertheless, PH's extremely high leverage makes it all the more
sensitive to weak liquidity, and dependent on the need to achieve
high levels of operating performance.

The negative outlook reflects weak liquidity, thin headroom to bond
covenants, and very high leverage.

What could make the rating go up:

- Significantly improved liquidity

- Significantly improved debt measures

What could make the rating go down:

- Return to weaker operating performance

- Failure to improve liquidity

PH is the largest public health care district in the State of
California, with nearly $630 million of revenues in 2014, and
generating nearly 30,000 admissions. The district operates
in-patient facilities in the towns in Escondido and Poway, and
captures a 49% market share within the district. PH was formerly
known as Palomar Pomerado Health and changed its name per board
resolution in May 2012.

Revenue bonds are secured by a pledge of gross revenues of the
system and are backed by a fully funded debt service reserve fund.
Per a continuing disclosure agreement entered into in 2009, PH
makes available unaudited interim financial statements on a
quarterly basis.

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


PAPERWORKS INDUSTRIES: Moody's Affirms 'B3' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and the B3-PD probability of default rating of PaperWorks
Industries, Inc. Moody's also affirmed the B3 rating on the $275
million senior secured notes due 2019, which will be increased by
$90 million. The proceeds of the $90 million add-on notes will be
primarily used to finance the acquisition of the Canadian
paperboard and packaging producer CanAmPac ULC. The acquisition is
subject to regulatory approval. The ratings outlook is stable.

Moody's took the following actions for PaperWorks Industries, Inc.

  -- Affirmed B3 CFR

  -- Affirmed B3-PD PDR

  -- Affirmed B3, LGD 4 rating on $275 million 9.5% senior secured
notes due 08/15/2019

The ratings outlook is stable.

The B3 corporate family rating reflects high leverage, anticipated
negative free cash flow over the next 12 months due to the
integration of the proposed CanAmPac acquisition and the associated
execution risk. PaperWorks' debt/EBITDA stood at 7.1 times as of
March 31, 2015 and was high for the rating. Pro forma for the
proposed acquisition, debt/EBITDA rises slightly excluding
synergies, but declines to around 6 times if all projected
synergies are included. With the acquisition of CanAmPac,
PaperWorks will add one more coated recycled board (CRB) mill in
Canada to its two mills in the US and one folding carton facility
to its network. The transaction will allow the company to
consolidate its folding carton operations in Canada, increase its
vertical integration and improve margins. The proposed acquisition
further consolidates the North American CRB industry, which should
benefit the company in the long-run. However, even after the
acquisition PaperWorks will remain a fairly small player compared
to some of its major more-integrated competitors and large
multi-national customers. The company also has limited operational
and product diversity and high customer concentration. Moody's
expect customer concentration to decline slightly, since there is
limited overlap between PaperWorks' and CanAmPac's customers.
CanAmPac primarily services Canadian private-label food producers
and the acquisition should increase PaperWork's exposure to the
relatively stable food market. Nevertheless, Moody's continue to
expect a soft demand environment due to ongoing consumer stress,
tempering volume growth. PaperWorks is exposed to the volatile
recycled fiber and energy costs, but has a significant percentage
of business under contracts and can pass-through raw material cost
increases, albeit with some lags.

The stable outlook reflects Moody's view that the company's
leverage will decline as it integrates the acquisition and that it
will maintain adequate liquidity. Given the proposed transaction,
Moody's don't anticipate an upgrade in the intermediate term. For
ratings to be upgraded, PaperWorks will have to lower its
debt/EBITDA below 5 times and increase EBITDA margins above 9%. The
ratings could be downgraded if the company fails to reduce
debt/EBITDA below 7 times by the end of 2016, if free cash flow
remains persistently negative and liquidity deteriorates. The
ratings could also be downgraded if the company undertakes another
dividend recapitalization or pursues a large-debt financed
acquisition.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 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.

PaperWorks, headquartered in Bala Cynwyd, Pennsylvania, is a
manufacturer of coated and uncoated recycled paperboard and
paperboard packaging for consumer goods. PaperWorks has been a
portfolio company of Sun Capital Partners, Inc. since 2008. The
company generated $537 million in revenue for the twelve months
ended March 31, 2015, or approximately $660 million, pro forma for
the proposed CanAmPac acquisition.


PATRIOT COAL: Federal No 2 Mine Won't Be Sold to Blackhawk Mining
-----------------------------------------------------------------
Daniel Moore at Pittsburgh Post-Gazette reports that Federal No. 2,
Patriot Coal Corporation's most productive mine in Monongalia
County, West Virginia, is not included in the Company's sale to
Blackhawk Mining LLC.

Court documents say that Federal No. 2 is expected to be sold
separately and does not currently have a bidder.

Post-Gazette recalls that the Company said it had picked Blackhawk
Mining to purchase most of the Company's coal mining assets in West
Virginia, which includes mining complexes: Panther, Rocklick,
Wells, Kanawha Eagle, Paint Creek and Midland Trail.

According to court documents, the new company resulting from the
sale would not assume liabilities associated with the Company's
contracts with the United Mine Workers of America, its obligations
to retirees or other benefit plans.  

Post-Gazette states that under a court-sanctioned auction process,
other interested buyers have until Aug. 7 to submit competing bids,
and a bankruptcy judge would have to approve any final sale.

The deal with Blackhawk Mining would need to close by Sept. 25, to
start negotiating coal sales for delivery in 2016, Post-Gazette
relates, citing the Company.  Court documents show that the Company
has offered a $19 million breakup fee in case the deal doesn't
close.

Mining-Technology.com reports that Blackhawk Mining would issue
$643 million new debt securities and class B units to the Company's
secured lenders, which entitles them to own a stake in Blackhawk
Mining.  The report adds that the Company will assume or replace
surety bonds supporting reclamation and related liabilities that
are associated with the purchased assets.

                        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.


PEREGRINE FINANCIAL: Complaint Dismissed, Claims Time-Barred
------------------------------------------------------------
Bankruptcy Judge Carol A. Doyle granted the motion filed by the
Chapter 7 trustee for Peregrine Financial Group, Inc., to dismiss
the complaint in the case captioned Robert Miller, Fargo 500 LLC
and Gainesville Coins, Inc., on behalf of themselves and on behalf
of all persons and entities similarly situated, Plaintiffs, v. Ira
Bodenstein, not individually but solely as the duly appointed
trustee of the estate of Peregrine Financial Group, Inc.,
Defendant, Adv. Proc. No. 14 A 00837 (Bankr. N.D. Ill.).

Former customers of Peregrine Financial Group, Inc., who traded
foreign currencies and over-the-counter metals, filed an adversary
proceeding alleging claims against Ira Bodenstein, the chapter 7
trustee of Peregrine, based on the prepetition theft of millions of
dollars committed by its founder and former CEO, Russell Wasendorf,
Sr.

The trustee moved to dismiss the complaint under Rule 12(b)(6) and
9(b) of the Federal Rules of Civil Procedure.  He contended that:
(1) the adversary proceeding is really a time-barred proof of claim
against the Peregrine bankruptcy estate; (2) the fraud and
embezzlement committed by Wasendorf cannot be imputed to the
debtor; and (3) the claims are barred by collateral estoppel and
law of the case.

Judge Doyle granted the trustee's motion.  She held that the
plaintiffs have chosen the improper procedure of filing an
adversary proceeding 2 years after the claims bar date to assert
facts and legal theories that should have been alleged in their
original proofs of claim.  Judge Doyle concluded that all of the
claims in the complaint are time barred and must be dismissed.  The
court no longer addressed the other issues raised in the trustee's
motion to dismiss.

A copy of the May 13, 2015 memorandum opinion is available at
http://is.gd/74qJj1from Leagle.com.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9,
2012.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PLATFORM SPECIALTY: OM Group Deal No Impact on Moody's B1 Rating
----------------------------------------------------------------
Platform Specialty Products Corporation's (B1, negative) announced
acquisition of OM Group's (unrated) Electronic Chemicals and
Photomasks businesses for $365 million is credit neutral and does
not impact the B1 rating.

Headquartered in Miami, Florida, Platform Specialty Products
Corporation is a publicly traded company founded by investors
Martin Franklin and Nicolas Berggruen in 2013. Platform's first
acquisition in 2013 was MacDermid Holdings, LLC, a global
manufacturer of variety of chemicals and technical services for a
range of applications and markets including; metal and plastic
finishing, electronics, graphic arts, and offshore drilling.
Platform has acquired Arysta LifeScience Limited for approximately
$3.51 billion, as well as Chemtura Corporation's AgroSolutions
business and Belgium-based Group Agriphar Group agricultural
chemical business, in levered transactions valued at roughly $1
billion and $405 million, respectively. Pro forma for the
acquisitions, Platform's sales are roughly $2.9 billion for the
twelve months ended March 31, 2015 (LTM revenues of $755 million
from Platform's existing business, $461 million from AgroSolutions
as of September 30, 2014, $171 million YE 2013 revenues from
Agriphar, and $1.5 billion as of September 30, 2014 for Arysta ).


PLY GEM HOLDINGS: KPMG Replaces Ernst & Young as Accountants
------------------------------------------------------------
The Audit Committee of the Board of Directors of Ply Gem Holdings,
Inc., selected KPMG LLP as the Company's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2015,
and dismissed Ernst & Young LLP from that role after completing a
competitive process, according to a document filed with the
Securities and Exchange Commission.

The audit reports of Ernst & Young on the Company's consolidated
financial statements as of and for the fiscal years ended Dec. 31,
2014, and 2013 did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except that Ernst & Young's
audit report included in the Company's annual report on Form 10-K
filed on March 13, 2015, references Ernst & Young's adverse opinion
on the Company's internal control over financial reporting as of
Dec. 31, 2014.

According to the Company, the dismissal of Ernst & Young was not a
result of any disagreement.

During the fiscal years ended Dec. 31, 2014, and 2013 and in the
subsequent interim period through June 1, 2015, neither the Company
nor anyone acting on its behalf consulted with KPMG.

                           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.


PORTLAND CONSTRUCTION: Case Summary & 3 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Portland Construction Rentals, Inc.
           fdba Alph C. Kaufman, Inc.
        114 N. 11th Street
        Louisville, KY 40203

Case No.: 15-31864

Chapter 11 Petition Date: June 4, 2015

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Hon. Thomas H. Fulton

Debtor's Counsel: Richard A. Schwartz, Esq.
                  KRUGER & SCHWARTZ
                  3339 Taylorsville Road
                  Louisville, KY 40205
                  Tel: (502) 485-9200
                  Email: rick@ks-laws.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael D. Kaufman, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/kywb15-31864.pdf


POWER & ENVIRONMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Power & Environment International, Inc.
        PO Box 2890
        Minden, NV 89423

Case No.: 15-50777

Chapter 11 Petition Date: June 4, 2015

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  Email: kevin@darbylawpractice.com

Total Assets: $376,128

Total Liabilities: $1.52 million

The petition was signed by Marc A. Basche, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-50777.pdf


PRESS GANEY: S&P Raises CCR to 'BB-', Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Indiana-based Press Ganey Holdings Inc. to 'BB-' from
'B'.  At the same time, S&P raised the senior secured issue-level
rating to 'BB' from 'B' and revised the recovery rating on this
debt to '2' from '4'.  The '2' recovery rating indicates S&P's
expectations for substantial (at the high end of the 70% to 90%
range) recovery in the event of a default.

"The upgrade and stable outlook reflect lower leverage following
the application of IPO proceeds to debt reduction and the
conversion of preferred stock and PIK holdco instruments to common
stock," said Standard & Poor's credit analyst Michael Berrian.  It
also reflects S&P's expectation that leverage will remain at less
than 4x over the next year despite the financial sponsors
continuing to own 57.5% of the company.

PGA has a solid market position in the U.S. patient experience
market, serving approximately 50% of all U.S. hospitals; it also
has a strong position in the medical practice market.  S&P's "fair"
business risk assessment also incorporates its narrow focus and the
potential for competition from new market entrants.  In addition,
PGA faces heavy competition and low barriers to entry in its future
growth engine, the newer consulting business.  Both of these
businesses are highly fragmented.

The stable outlook reflects S&P's base-case expectation that,
following the IPO, financial policy will become less aggressive and
that leverage will remain at less than 4x for at least the next
four quarters.  This is despite sponsors continuing to own 57.5% of
the company.

S&P could lower the rating if financial policy remains aggressive
following the IPO and the company uses its debt capacity to finance
acquisitions or shareholder-friendly actions.  Given its small
scale, S&P estimates that a transaction that exceeds $150 million
would increase leverage to more than 4x over the next year and
would be indicative of a sustained aggressive financial policy.

S&P could raise the rating if PGA significantly increases its scale
such that S&P perceives it to be comparable to other 'BB' rated
companies.  This could be achieved by continued organic growth that
exceeds S&P's expectations.  It could also be achieved through
acquisitions, provided that the acquisition(s) do not increase
leverage so that our perception of financial risk is impaired.  S&P
views this scenario as unlikely over the next few years.



PRIMERA ENERGY: Files for Ch 11; Investors Want Bankruptcy Trustee
------------------------------------------------------------------
Primera Energy, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 15-51396) on June 3, 2015, to stop the
investors from trying to "squeeze" money out of the Company,
Patrick Danner at Mysanantonio.com reports, citing the Company's
owner, Brian K. Alfaro.  

"What I think they're trying to do is liquidate and squeeze the
money out of the Company right now while they can," Patrick Danner
at San Antonio Express-News quoted Mr. Alfaro as saying.

According to Mysanantonio.com, the bankruptcy filing was made on
the same day attorney Lamont Jefferson was appointed by a state
district judge as receiver for the Company and two other Alfaro
companies that are accused of defrauding investors.  

Mr. Alfaro lost a legal battle in Bexar County's 288th State
District Court, where at least 20 people filed a lawsuit alleging
fraud and deceptive trade practices, Sergio Chapa at San Antonio
Business Journal relates.  Citing investors, the report states that
Mr. Alfaro fraudulently raised $40 million for unprofitable oil
well projects in McMullen and Gonzales counties and that Mr. Alfaro
maintained a "lavish lifestyle" by skimming 10% of their money for
himself.  According to the report, the investors claimed that only
30% went to the well projects, as Mr. Alfaro put 60% of the money
in his general accounts for Primera Energy, Alfaro Oil & Gas and
Alfaro Energy.

"After the trial court held Alfaro can no longer defraud people,
filing for bankruptcy is just another of his ill-fated attempts to
avoid having to abide by the law," Business Journal quoted Brandon
Barchus, a lawyer for more than 25 investors who have sued Mr.
Alfaro and his companies over oil and gas investments in the Eagle
Ford Shale and Barnett Shale, as saying.

The investors asked the Court on Thursday that Mr. Jefferson be
named the trustee in the bankruptcy case, Business Journal
reports.

The Company estimated its assets and liabilities at between $1
million and $10 million.  

Judge Craig A. Gargotta presides over the case.

Dean William Greer, Esq., who has an office in San Antonio, Texas,
serves as the Debtor's bankruptcy counsel.

The Chapter 11 petition was signed by Mr. Alfaro.

Primera Energy, LLC, is headquartered in San Antonio, Texas.


PROVIDENCE SERVICE: S&P Retains 'B+' CCR on $120MM Debt Add-On
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' corporate credit
and senior secured issue ratings on U.S.-based Providence Service
Corp. are unchanged by the $120 million add-on to the company's
existing $130 million senior secured term loan A-2 to partly fund
the acquisition of Matrix.  The '3' recovery rating on the debt is
also unchanged.  The '3' rating indicates S&P's expectation of
meaningful (50%-70%; lower end of the range) recovery in the event
of a default.  S&P do not rate the $65 million of new unsecured
subordinated notes the company also used to fund the acquisition.
S&P is withdrawing the 'B-' issue-level rating on the $200 million
senior unsecured notes as they were never issued.

RATINGS LIST

Ratings Unchanged
Providence Service Corp.
  Corporate Credit Rating        B+/Positive/--
  Senior Secured                 B+
  Recovery rating                3L

Rating Withdrawn
                                 To          From
Providence Service Corp.
$200M snr unsecd notes          NR          B-
   Recovery rating               NR          6



PTC ALLIANCE: S&P Lowers CCR to 'B-' & Puts on CreditWatch Negative
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Wexford, Pa.-based PTC Alliance Holdings Corp. to
'B-' from 'B'.  At the same time, S&P placed the rating on
CreditWatch with negative implications.

S&P also lowered the issue-level ratings on the company's $70
million senior secured term loan due December 2016 and
$50 million senior secured term loan due December 2018 to 'B' from
'B+'.  The recovery rating on the debt remains '2', indicating
S&P's expectation for substantial (70% to 90%) recovery in the
event of payment default.

"The CreditWatch placement reflects the risk that we could lower
the ratings further within the next three months if, in our
opinion, the company does not take action to refinance its upcoming
debt obligations, resolve the uncertainty over the Seamless Tube
bankruptcy, and obtain an extension of its forbearance agreement,"
said Standard & Poor's credit analyst Michael Maggi.  "We could
affirm the current ratings if PTC takes sufficient action to
strengthen its liquidity and resolve its litigation risk."



RECYCLE SOLUTIONS: Files Chapter 11 Plan
----------------------------------------
Recycle Solutions Inc. filed a reorganization plan that
contemplates an orderly sale of the business as a going concern,
whether in part or as a whole, following the effective date of the
Plan.

Judge George W. Emerson, Jr., will convene a hearing on July 16 at
9:30 a.m. to consider approval of the disclosure statement
explaining the Plan.  Objections to the adequacy of the information
in the disclosure statement are due July 6.

The Debtor anticipates employing Transworld Business Advisors of
the Mid-South or another broker to advise and assist it in the
liquidation process.

The Debtor says the orderly liquidation will ensure at least an
equivalent return to unsecured creditors and Interest holders that
they would receive if the Debtor's estate was liquidated under
chapter 7 of the Bankruptcy Code.  The Disclosure Statement did not
provide a timeline for the sale process or orderly liquidation.

The payment of all unsecured priority claims of the taxing
authorities.  Secured creditors will be amortized over 72 months
with balloons due 36 months from the Effective Date of the Plan.
Unsecured creditors will receive payment on their allowed claims
from the proceeds of the litigation against Villa Rica, Georgia,
any equity from the sale of the Villa Rica warehouse and the
liquidation proceeds after payment of all fees and administrative
costs of affecting the sale.  James Downing will retain his
ownership interest; Mark Huber will not be a shareholder going
forward.

The projected recoveries of claims under the Plan are:

                                 Estimated  Estimated
   Description of Claims          Amount     Recovery
   ---------------------          ------     --------
Allowed Administrative Claims     $250,000     100%
Allowed Other Priority Claims    De Minimis    100%
Secured Claim of Regions Bank   $1,996,656     100%
Secured Claims of Nissan Motor     $77,500     100%
Secured Claim of TCF               $45,270     100%
Secured Claim of Bank of West      $79,668     100%
Secured Claim of Deere & Co.       $10,273     100%
Secured Claim of Nova Copy         $21,430      50%
Secured Claim of First Capital  $2,000,000     100%
Allowed General Unsec. Claims   $2,000,000  Unknown

The secured claim of Regions, Nissan, Ford, TCF, Bank of the West,
Deere, Nova Copy and First Capital are impaired under the Plan.
General unsecured claims are also impaired.  Holders of the
impaired claims are entitled to vote on the Plan.

A copy of the Disclosure Statement dated May 28, 2015, is available
at:

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

                      About Recycle Solutions

Recycle Solutions, Inc., founded in 2002, is in the business of
recycling and reusing plastic, wood and packaging for film rolls.
The company is owned by James Downing (75%) and Mark Huber (25%).
Founded in 2001 by James Downing, Recycle Solutions currently has
operations in Tennessee and Georgia.  It is headquartered in
Memphis, Tennessee with at its 7.5-acre recycling center.

Recycle Solutions sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov.
4, 2014, disclosing assets of $11.5 million against liabilities of
$6.4 million.

The case is assigned to Judge George W. Emerson Jr.  The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.

The U.S. Trustee for Region 8 appointed three creditors to serve on
the official committee of unsecured creditors.  Adam B. Emerson of
Bridgforth & Buntin, PLLC, represents the Committee as counsel.


REICHHOLD HOLDINGS: Seeks Oct. 27 Extension of Lease Decision Date
-------------------------------------------------------------------
Reichhold Holdings US, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
time period within which they may remove pending proceedings to the
later of (a) October 27, 2015, or (b) 30 days after entry of an
order terminating the automatic stay with respect to any particular
Action sought to be removed.

David W. Giattino, Esq., at Cole Schotz P.C., in Wilmington,
Delaware, tells the Court that as of the Petition Date, the Debtors
were party to certain judicial and/or administrative proceedings in
various courts and/or administrative agencies and some actions were
filed against the Debtors postpetition that were stayed under the
Bankruptcy Code.  Mr. Giattino further tells the Court that some of
the Actions may be subject to removal pursuant to 20 U.S.C. Section
1452.  Mr. Giattino says the Debtors may find it appropriate and
beneficial to their estates to remove certain of the Actions to
federal court; however, the Debtors have not yet completed their
analysis with respect to the Actions.  Accordingly, the Debtors'
request additional time to make the necessary determinations
regarding removal of the Actions.

The Debtors are represented by:

          Norman L. Pernick, Esq.
          Marion M. Quirk, Esq.
          David W. Giattino, Esq.
          COLE SCHOTZ PC
          500 Delaware Avenue, Suite 1410
          Wilmington, DE 19801
          Telephone: (302)652-3131
          Facsimile: (302)652-3117
          Email:npernick@coleschotz.com
                mquirk@coleschotz.com
                dgiattino@coleschotz.com
                srosen@forsheyprostok.com

             -- and --

          Gerald H. Gline, Esq.
          Felice R. Yudkin, Esq.
          COLE SCHOTZ PC
          25 Main Street
          Hackensack, NJ 07602-0800
          Telephone: (201)489-3000
          Facsimile: (201)489-1536
          Email: ggline@coleschotz.com
                 fyudkin@coleschotz.com

                    About Reichhold Holdings

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: Ally Suit Against Wells Fargo Dismissed
------------------------------------------------------------
Bankruptcy Judge Martin Glenn granted the defendant's Motion to
Dismiss in the case captioned ALLY FINANCIAL INC., Plaintiff, v.
WELLS FARGO BANK, N.A., Defendants, CASE NO. 12-12020 (MG), ADV.
PROC. NO. 14-02435 (MG) (Bankr. S.D.N.Y.)

Ally Financial Inc. ("AFI"), the non-debtor parent company of the
former debtor Residential Capital, LLC, filed an adversary
proceeding arising out of deposit accounts opened by AFI and
certain of its debtor and non-debtor affiliates and subsidiaries
with defendant Wells Fargo Bank, N.A. ("Wells Fargo").

AFI alleged that Wells Fargo's unilateral amendment of the account
agreement and debiting of AFI's account were improper, giving rise
to damages claims for breach of contract, breach of the implied
covenant of good faith and fair dealing, and conversion. AFI also
requests declaratory relief.  Wells Fargo argued that the plain
language of the contract permitted the amendment and, therefore, as
a matter of law, AFI's claims must be dismissed.

In granting Wells Fargo's motion, Judge Glenn held that the change
of terms contract language is clear and unambiguous and is
enforceable under applicable New York law. Wells Fargo acted in
accordance with the terms of the parties' contract, and AFI cannot
rewrite the terms of the contract with the benefit of hindsight.

AFI's Complaint was dismissed with prejudice as to the breach of
contract, conversion, and part of the breach of the implied
covenant of good faith and fair dealing claims. AFI's remaining
theory of breach of the implied covenant -- that Wells Fargo acted
uncooperatively in carrying out its own requisite procedures for
closing accounts -- was dismissed without prejudice and AFI was
granted leave to amend to better allege this claim.

A copy of the May 12, 2015 memorandum opinion and order is
available at http://is.gd/MLki0zfrom Leagle.com.


RETROPHIN INC: Opaleye Lowers Equity Stake to 2.7%
--------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Opaleye L.P disclosed that as of March 24, 2015, it
beneficially owns 930,000 shares of common stock of Retrophin,
Inc., which represents 2.7 percent of the shares outstanding.
The reporting person beneficially owned 1,858,441 shares as of Dec.
31, 2014.  A copy of the regulatory filing is available at:

                       http://is.gd/Rmcfjm

                         About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

Retrophin reported a net loss of $111 million in 2014 following a
net loss of $34.6 million in 2013.

As of March 31, 2015, the Company had $415.98 million in total
assets, $247 million in total liabilities and $169 million in total
stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014.  The accounting firm noted that the Company has
suffered recurring losses from operations, used significant amounts
of cash in its operations, and expects continuing future losses.
In addition, at Dec. 31, 2014, the Company had deficiencies in
working capital and net assets of $70.2 million and $37.3 million,
respectively.  Finally, while the Company was in compliance with
its debt covenants at Dec. 31, 2014, it expects to not be in
compliance with these covenants in 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


RICEBRAN TECHNOLOGIES: Extends CFO's Term Until June 2016
---------------------------------------------------------
RiceBran Technologies and Dale Belt, the Company's chief financial
officer, amended Mr. Belt's employment agreement to extend his term
of employment from June 1, 2015, to June 1, 2016, according to a
Form 8-K report filed with the Securities and Exchange Commission.


                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.6 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.1 million on $37.7 million of
revenues for the year ended Dec. 31, 2012.

As of March 31, 2015, the Company had $39.7 million in total
assets, $26.3 million in total liabilities, $1.37 million in
temporary equity, and $12 million in total equity.

Marcum, LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$242.5 million at Dec. 31, 2014.  This factor among other things,
raises substantial doubt about its ability to continue as a going
concern.


RIENZI & SONS: Court Sets July 27 Deadline for Proofs of Claim
--------------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York established July 27, 2015, at 5:00
p.m., as the deadline for any individual or entity to file proofs
of claim against Rienzi & Sons, Inc.

The Court also ordered that proofs of claim of governmental units
must be filed by Aug. 31, at 5:00 p.m.

Proofs of claim must be submitted to the:

         U.S. Bankruptcy Court
         Eastern District of New York
         Conrad B. Duberstein
         U.S. Bankruptcy Courthouse
         271 Cadman Plaza East, Suite 1595
         Brooklyn, NY 11201-1800.

As reported in the Troubled Company Reporter on May 21, 2015,
the Debtor asked the Court to establish July 24, at 5:00 p.m., as
the deadline for any person or entity to file proofs of claim
against the Debtor.  The Debtor also requested that the Court set
Oct. 21, at 5:00 p.m., as the bar date for governmental units.

According to the Debtor, to formulate a confirmable plan of
reorganization and provide accurate disclosure related thereto,
the
Debtor requires, among other things, complete and accurate
information regarding the nature, validity, number and amount of
the claims that will be asserted in the Chapter 11 case.

                        About Rienzi & Sons

Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015.  The petition was
signed by Michael Rienzi as president.  The Debtor estimated
assets
and debts of $10 million to $50 million.  Vincent J Roldan, Esq.,
and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler
P.C., serve as counsel to the Debtor.  Judge Nancy Hershey Lord
presides over the Chapter 11 case.


RIENZI & SONS: Seeks Sept. 29 Extension of Plan Filing Date
-----------------------------------------------------------
Rienzi & Sons, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of New York to extend its exclusive plan filing date
through and including September 29, 2015, and its exclusive
solicitation period through and including November 28, 2015.

According to Vincent J. Roldan, Esq., at Ballon Stoll Bader &
Nadler, P.C., in New York, the Debtor believes that its business
operations are strong in that it has been profitable, has not lost
any major suppliers or customers, and is able to pay its
postpetition expenses.  The Debtor, Mr. Roldan says, has been
focusing on obtaining financing in order to grow its business and
is operating on cash collateral with Court approval on an interim
basis.  The final hearing on cash collateral, however, has been
adjourned four times thus far in part because the Debtor has not
been able to find financing, and thus it is unclear what the
Debtor's business operations will look like in the near future, Mr.
Roldan tells the Court.  For related reasons, the Debtor has not
had a meaningful opportunity to negotiate a plan of reorganization.
The Debtor anticipates that once it receives postpetition
financing, it will be in a better position to provide relevant
financial information to creditors, and hopefully negotiate a
consensual plan of reorganization.

Mr. Roldan says the Debtor currently anticipates negotiating a plan
of reorganization with its creditors which could be filed in July
or August 2015.

The Debtor's Motion is scheduled for hearing on June 24, 2015, at
1:45 p.m. The deadline for the submission of objections to the
Motion is set at no later than June 17, 2015 at 4:00 p.m.

The Debtor is represented by:

          Vincent J. Roldan, Esq.
          BALLON STOLL BADER & NADLER, P.C.
          729 Seventh Avenue
          New York, NY 10019
          Telephone: (212)575-7900
          Facsimile: (212)764-5060
          Email: vroldan@ballonstoll.com
  
                    About Rienzi & Sons

Rienzi & Sons filed a Chapter 11 bankruptcy petition
(Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015. The
petition was
signed by Michael Rienzi as president. The Debtor
estimated
assets and debts of $10 million to $50 million.

Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon
Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge
Nancy Hershey Lord 
presides over the Chapter 11 case.





SABINE OIL: Shareholders Elect Two Directors
--------------------------------------------
Sabine Oil & Gas Corporation held its 2015 annual meeting of
shareholders on June 3, 2015, at which the shareholders:

   1. elected Thomas N. Chewning as a Class III director;

   2. approved, on an advisory basis, the compensation of
      the Company's executive officers;

   3. ratified the appointment of Deloitte & Touche LLP as
      Sabine's independent registered public accounting firm for
      the year ending Dec. 31, 2015; and

   4. elected Jonathan F. Foster as a Class III director.

                            About Sabine

Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an
independent energy company engaged in the acquisition, production,
exploration and development of onshore oil and natural gas
properties in the United States.  Sabine's current operations are
principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite
Wash in the Texas Panhandle.  See http://www.sabineoil.com/       


Sabine Oil reported a net loss including non-controlling interests
of $327 million in 2014, compared with net income including
non-controlling interests of $10.6 million in 2013.

Deloittee & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the uncertainty associated with
the Company's ability to repay its outstanding debt obligations as
they become due raises substantial doubt about its ability to
continue as a going concern.

                        Bankruptcy Warning

The Company's borrowing base under its New Revolving Credit
Facility was subject to its semi-annual redetermination on
April 27, 2015, and was decreased to $750 million.  Since the
Company's New Revolving Credit Facility is fully drawn, the
decrease in the Company's borrowing base as a result of the
redetermination resulted in a deficiency of approximately $250
million which must be repaid in six monthly installments of $41.54
million.

Additionally, the Company has elected to exercise its right to a
grace period with respect to a $15.3 million interest payment under
its Term Loan Facility.  The interest payment was due
April 21, 2015; however, such grace period permits the Company 30
days to make such interest payment before an event of default
occurs.  The Company believes it is in the best interests of its
stakeholders to actively address the Company's debt and capital
structure and intends to continue discussions with its creditors
and their respective professionals during the 30-day grace period.
If the Company fails to pay the interest payment during the 30-day
grace period and does not obtain a waiver for the interest payment,
an event of default would exist under the Term Loan Facility and
the lenders under the Term Loan Facility would be able to
accelerate the debt.  However, the lenders would not be able to
foreclose on the collateral securing the Term Loan Facility until
after the expiration of the 180-day standstill.  If the Company
continues to fail to pay the interest payment, such failure could
constitute a cross default under certain of the Company's other
indebtedness.  If the indebtedness under the Term Loan Facility or
any of the Company's other indebtedness is accelerated, the Company
said it may have to file for bankruptcy.
     
                            *    *    *

As reported by the TCR on May 27, 2015, Moody's Investors Service
downgraded Sabine Oil & Gas Corporation's Probability of Default
Rating to C-PD/LD from Caa3-PD and its Corporate Family Rating to C
from Caa3 following the company's announcement that it did not make
the interest payment due on its Second Lien Credit Agreement
following the expiration on May 21 of the 30-day grace period with
respect to its April 21, 2015, scheduled payment date.

The TCR reported on April 24, 2015, that Standard & Poor's Ratings
Services, lowered its corporate credit on Sabine Oil & Gas Corp. to
'D' from 'CCC'.  "The downgrade reflects the company's decision not
to pay approximately $15.3 million in interest that was due on
April 21, 2015, on its second-lien term loan," said Standard &
Poor's credit analyst Ben Tsocanos.


SAGE PRODUCTS: S&P Retains 'B' 1st Lien Debt Rating Over Upsize
---------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating
and '3' recovery rating on Sage Product Holdings III LLC's $576
million outstanding term loan due 2019 and $60 million revolver
remain unchanged following the company's $25 million add-on to the
first-lien term loan.  The '3' recovery rating on the first-lien
debt indicates S&P's expectation of meaningful (50% to 70%; lower
half of the range) recovery in the event of a payment default.

The transaction is leverage neutral as the company plans to use the
proceeds to reduce the outstanding second-lien debt.  The corporate
credit rating of 'B' is unchanged, as is the issue-level rating of
'CCC+' and recovery rating of '6' on the second-lien debt.  The
recovery rating of '6' indicates S&P's expectation for negligible
recovery (0% to 10%) in the event of a default.

Sage Products Holdings develops medical products that help prevent
hospital-acquired conditions.  S&P's corporate credit rating
reflects its assessment of business risk as "weak" and its
assessment of financial risk as "highly leveraged".

S&P's assessment of Sage's business risk profile reflects the
company's limited size, narrow focus on medical products that help
prevent hospital-acquired conditions, limited barriers to entry,
and the highly competitive nature of the medical product industry.
High customer concentration and reliance on one manufacturing
facility, which might test the company's ability to manage
unforeseen operational setbacks, are also important factors in
S&P's assessment.  These weaknesses are only partially offset by
the company's leading market position across all of its niche
product lines and a diversified product mix.

S&P's assessment of Sage's financial risk profile is predicated on
S&P's expectation that its debt-to-EBITDA ratio is likely to remain
above 5x over the next 12 months.  While S&P projects the company
will continue to generate healthy levels of annual discretionary
cash flow, it views Sage's financial risk profile as "highly
leveraged" because S&P expects the financial sponsor to use
internally generated cash for shareholder-friendly actions rather
than for permanent debt reduction.

RATINGS LIST

Sage Product Holdings III LLC
Corporate Credit Rating                  B/Stable/--
Senior Secured
  First-Lien Debt                         B
   Recovery Rating                        3L
  Revolver                                B
   Recovery Rating                        3L
  Second-Lien Debt                        CCC+
   Recovery Rating                        6



SBA COMMUNICATIONS: New $500MM Loan No Impact on Moody's 'B1' CFR
-----------------------------------------------------------------
Moody's Investors Service said SBA Communications Corporation's B1
Corporate Family Rating, SGL-1 Speculative Grade Liquidity Rating
and stable outlook are not affected by the company's plan to issue
a new $500 million term loan B, which will be issued by its
wholly-owned subsidiary SBA Senior Finance II, LLC under the
existing bank credit facility agreement.

The principal methodology used in rating SBA Communications
Corporation 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.

Headquartered in Boca Raton, Florida, SBA Communications
Corporation, through its wholly-owned operating subsidiaries, is
the third largest independent operator of wireless tower assets in
the US.



SEQUENOM INC: Announces Private Exchange Transactions
-----------------------------------------------------
Sequenom, Inc., has entered into separate, privately negotiated
exchange agreements with certain holders of its outstanding 5.00%
convertible senior notes due 2017 issued on Sept. 17, 2012,
pursuant to which Sequenom will exchange $85 million in aggregate
principal amount of the Existing Notes for $85 million in aggregate
principal amount of new 5.00% Convertible Exchange Senior Notes due
2018.

Following the closing of these transactions, $45 million in
aggregate principal amount of the Existing Notes will remain
outstanding with terms unchanged.  The exchange is expected to
close on June 9, 2015, subject to customary closing conditions.

The New Notes will accrue interest at an annual rate of 5.00%,
payable semi-annually in arrears in cash on April 1 and October 1
of each year, beginning Oct. 1, 2015.  The New Notes will mature on
Jan. 1, 2018, unless previously repurchased or exchanged in
accordance with their terms prior to such date.

The New Notes are convertible at any time prior to the third
trading day immediately preceding the maturity date, at the option
of the holders, into shares of the Company's common stock.  Subject
to compliance with certain conditions, the Company has the right to
mandatorily convert the New Notes if the last reported sales price
of the Common Stock equals or exceeds 115% of the applicable
conversion price of the New Notes for at least 20 trading days
during the 30 consecutive trading day period ending within five
trading days immediately prior to the date on which the Company
delivers a mandatory conversion notice.

The conversion rate is initially 216.0644 shares of Common Stock
per $1,000 principal amount of New Notes (equivalent to an initial
conversion price of approximately $4.63 per share of Common Stock),
and will be subject to adjustment upon the occurrence of certain
events.  In addition, holders of the New Notes who convert their
Notes in connection with a make-whole fundamental change (as
defined in the Indenture), whose New Notes are converted in
connection with a mandatory conversion or who convert their notes
on a conversion date on which the last reported sales price of the
Common Stock exceeds the then applicable conversion price are,
under certain circumstances, entitled to an increase in the
conversion rate.

The Company may not redeem the New Notes prior to the maturity
date.  Upon a fundamental change (as defined in the Indenture),
subject to certain exceptions, the holders may require that the
Company repurchases some or all of their New Notes for cash at a
repurchase price equal to 100% of the principal amount of the New
Notes being repurchased, plus any accrued and unpaid interest to,
but excluding, the fundamental change repurchase date.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

As of March 31, 2015, Sequenom had $145.45 million in total assets,
$161 million in total liabilities and a $15.1 million total
stockholders' deficit.

"If we fail to generate enough cash flow from our operations or
otherwise obtain the capital necessary to fund our operations, our
financial results, financial condition and our ability to continue
as a going concern will be adversely affected and we will have to
cease or reduce further commercialization efforts or delay or
terminate some or all of our diagnostic testing services or other
product development programs," the Company said in its 2014 annual
report.


SOLAR POWER: SPI China Closes Acquisition of Solar Juice
--------------------------------------------------------
SPI China (HK) Limited, a wholly owned subsidiary of Solar Power,
Inc., completed the acquisition of 80% of the equity interest in
Solar Juice Pty Ltd, from Andrew Burgess, Rami Fedda, and Allied
Energy Holding Pte Ltd on May 28, 2015, according to a document
filed with the Securities and Exchange Commission.

Solar Juice engages in solar PV wholesale distribution business in
Australia.

The aggregate consideration for the Acquisition was approximately
US$25.5 million, which was settled with 14,073,354 shares of common
stock of the Company on the Closing Date.

The issuance of the Common Shares is exempt from registration upon
reliance of Regulation S promulgated under the Securities Act of
1933, and amended.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $5.19 million in 2014, a net
loss of $32.2 million in 2013 and a net loss of $25.4 million in
2012.

As of March 31, 2015, the Company had $649 million in total assets,
$379 million in total liabilities and $270 million in total equity.


SOUNDVIEW ELITE: Appeal From Bankruptcy Court's Order Dismissed
---------------------------------------------------------------
District Judge Gregory H. Woods dismissed an appeal from the
bankruptcy court's order in the case captioned ALPHONSE FLETCHER,
JR., Appellant, v. CORINNE BALL, as Chapter 11 Trustee of SOUNDVIEW
ELITE, LTD., Appellee, NO. 1:14-CV-8615-GHW (S.D.N.Y.).

Alphonse Fletcher, Jr. appealed from a September 23, 2014 order of
the bankruptcy court that, in relevant part (1) awarded attorney's
fees to Peter M. Levine, then counsel for Soundview Composite Ltd.,
an investment company owned and controlled by Fletcher; (2) found
that Soundview Composite had waived the attorney-client privilege;
(3) preserved certain restraints on Soundview Composite's bank
account; and (4) ordered Fletcher or Richcourt USA, Inc. to provide
certain information regarding disbursements made from Soundview
Composite's bank account.

In his May 8, 2015 memorandum opinion and order which is available
at http://is.gd/O5ipHHfrom Leagle.com, Judge Woods held that
Fletcher has not demonstrated that he has standing to appeal the
challenged portions of the bankruptcy court's order.  Accordingly,
the appeal was dismissed.

Alphonse Fletcher, Jr., Appellant, represented by Robert Norman
Knuts -- rknuts@shertremonte.com -- Sher Tremonte LLP.

Corinne Ball, as Chapter 11 Trustee of Soundview Elite Ltd.,
Appellee, represented by William J. Hine -- wjhine@jonesday.com --
Jones Day.

                   About SoundView Elite Ltd.

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

The Debtor disclosed $20,703,641 in assets and $16,402,671 in
liabilities as of the Chapter 11 filing.  The funds said in a court
filing their total cash assets of about $20 million are held in the
U.S., where the funds are managed.  Court papers list the funds'
total assets as $52.8 million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators of
the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.

In April 2014, District Judge J. Paul Oetken affirmed the
Bankruptcy Court order appointing a Chapter 11 trustee for
SoundView Elite Ltd. and its affiliated debtors, and tossed pro se
appeals filed by Alphonse Fletcher, Jr. and George E. Ladner, the
sole directors of the mutual funds.


SPENDSMART NETWORKS: Sells 1.5 Units to Accredited Investor
-----------------------------------------------------------
SpendSmart Networks, Inc. closed on a private offering and issued
and sold one and half (1.5) units to an accredited investor with
each Unit consisting of a 9% Convertible Promissory Note with the
principal face value of $50,000 and a warrant to purchase 66,667
shares of the Company's common stock, according to a Form 8-K
report filed with the Securities and Exchange Commission.

The Company also agreed to provide piggy-back registration rights
to the holder of the Unit.  The Note has a term of 12 months, pays
interest semi-annually at 9% per annum and can be voluntarily
converted by the holder into shares of common stock at an exercise
price of $0.75 per share, subject to adjustments for stock
dividends, splits, combinations and similar events as described in
the Notes.  In addition, if the Company issues or sells common
stock at a price below the conversion price then in effect, the
conversion price of the Notes will be adjusted downward to such
price but in no event shall the conversion price be reduced to a
price less than $0.50 per share.  The Warrants have an exercise
price of $0.75 per share and have a term of five years.  The
holders of the Warrants may exercise the Warrants on a cashless
basis for as long as the shares of common stock underlying the
Warrants are not registered on an effective registration statement.
The Company plans to use net proceeds from the sale of the Units
for general working capital.

                    About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $10.1 million in total
assets, $2.91 million in total liabilities, and $7.18 million in
total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation.  These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern,
according to the regulatory filing.



SPOTLIGHT INNOVATION: Reports $962K Net Loss in First Quarter
-------------------------------------------------------------
Spotlight Innovation, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $961,000 on $nil of revenue for the three months ended
March 31, 2015, compared to a net loss of $113,000 on $nil of
revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $8.73 million
in total assets, $4.19 million in total liabilities, and
stockholders' equity of $4.54 million.

As of March 31, 2015, the Company has accumulated net losses of
$11.56 million and has a working capital deficit $2.44 million.
These factors raise substantial doubt as to the Company's ability
to continue as a going concern.

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

                       http://is.gd/gBGCXs
                          
West Des Moines, Iowa-based Spotlight Innovation, Inc., provides
solutions for healthcare-focused companies. The Company is engaged
in commercializing healthcare intellectual property developed by
major centers of academia in the United States.

The Company reported a net loss of $3.63 million on $nil in
revenues
for the year ended Dec. 31, 2014, compared with a net loss of $6.81

million on $nil of revenues in the same period
last year.

GBH CPAs, P.C., expressed substantial doubt about the Company's
ability to continue as a going concern citing that the Company has
suffered recurring losses from operations and has a working capital

deficiency.

The Company's balance sheet at Dec. 31, 2014, showed $7.12 million
in total assets, $4.06 million in total liabilities, and
stockholders'
equity of $3.06 million.


STATE FISH: DIP Financing Okayed Despite John DeLuca Objection
--------------------------------------------------------------
Judge Sandra R. Klein approved the entry of a term sheet, dated
April 15, 2015, between State Fish Co., Inc., as borrower, and
Karlin Real Estate, LLC, as lender, setting forth terms and
conditions with respect to a proposed senior secured super-priority
DIP credit facility to State Fish's bankruptcy case.

The bankruptcy judge granted chapter 11 trustee R. Todd Neilson's
request for payment of the break-up fee in the amount of $100,000
under the conditions set forth in the Term Sheet.  State Fish is
also authorized to pay Karlin a $70,000 expense reimbursement
deposit in respect of reasonable out-of-pocket fees and expenses
incurred by or on behalf of Karlin in connection with the Term
Sheet.

State Fish buys, processes, and freezes fresh fish sourced from
local fishing boats in southern California and then exports frozen
and boxed fish product.  State Fish's major suppliers are local
fishermen.  State Fish has no written contracts with the fishermen.
The continued viability of the business is dependent on prompt
additional financing to fund working capital during the current
fishing season, which commenced on April 1.

The Trustee solicited proposals from, engaged in negotiations with,
and provided due diligence information to various potential
lenders.  On April 15, 2015, the Trustee and Karlin reached
agreement on the terms of the proposed financing and executed the
Term Sheet.  

The key terms of the Term Sheet include:

    * Borrower: State Fish

    * Lender: Karlin and/or its nominees, affiliates and
assignees.

    * DIP Facility: The Senior Secured Super-Priority
Debtor-in-Possession Credit Facility will consist: (a) a $3,000,000
initial term loan fully funded at the time of closing; and (b) a
delayed draw term loan of up to $1,000,000 (the "Incremental DIP
Facility"), undrawn at close and available after the Closing Date.

    * Closing Date: Five business days after entry of an order
approving the DIP Facility, which order is not subject to a stay.

    * Maturity Date: The Term Loans will mature at the end of nine
months from the Closing Date subject to two permitted three-month
extensions which are subject to the terms and conditions set forth
in the Term Sheet.

    * Original Issue Discount: Two percent of the maximum principal
amount of the DIP Facility commitment, earned in full,
non-refundable and due and payable on the Closing Date from the
Initial Term Loan proceeds.

    * Interest Rate: The Term Loans will accrue interest from the
date of issuance of each Term Loan at a rate equal to 12% per
annum.  Upon the occurrence, and during the continuance, of an
Event of Default, the Interest Rate will be increased by 2.00% per
annum.

    * Scheduled Amortization: The DIP Facility will have no
scheduled amortization.  State Fish will repay the entire
outstanding principal balance of the DIP Facility on the Maturity
Date, together with any other amounts owing to the Lender in
connection therewith including any interest, fees and expenses.  No
repayments of the DIP Facility may be re-borrowed.

     * Collateral: The DIP Facility will be secured by a first
priority lien on certain real properties, located at 1130 W. C
Street, 233 King Avenue, and 400 E. C Street, Wilmington, CA and
generally described as State Fish Co. Food Processing/Cold Storage
Facility and Lot and a second lien on State Fish's equipment
located at the property.

     * Exit Fee: 1.00% of the maximum principal amount of the DIP
Facility commitment.  

     * Service Fee: $750 per month

     * Exclusivity: For a period of 30 days from and after the date
the Term Sheet is executed, the Trustee agrees to deal exclusively
with the Lender in connection with the DIP Facility and agrees not
to, and to cause his advisors, professionals and other agents not
to, directly or indirectly, offer or to enter into, or to negotiate
with the aim of entering into, any Third Party DIP Financing during
such 30-day period.

     * Breakup Fee: The Company will seek an order (on shortened
notice) granting the Lender a breakup fee in the amount of $100,000
as liquidated damages.  The Breakup Fee shall be deemed fully
earned upon (a) any determination by the Trustee to pursue, or the
filing by the Company of any motion with the Bankruptcy Court
seeking an order approving, or the filing by the Company of any
chapter 11 plan of reorganization involving, any Third Party DIP
Financing; (b) the approval by the Bankruptcy Court of a Third
Party DIP Financing; or (c) the consummation of a Third Party DIP
Financing.

     * Expense Deposit: Upon approval of the Term Sheet by the
Bankruptcy Court, the Company will wire to Karlin a $70,000 expense
deposit.

Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP,
avers that given the significant amount of time and expense Karlin
has already dedicated to reaching an agreement with the Trustee as
well as the fact that the Term Sheet contemplates the Trustee
entering into an alternate transaction and/or third party DIP
financing, Karlin has conditioned its financing commitment on
approval of payment of the expense deposit in the amount of $70,000
and the break-up fee in the amount of $100,000 if the Term Sheet is
terminated under certain circumstances.  The lender protections
represent, in the aggregate, approximately 4.25% of the value of
the DIP Facility, and are a necessary inducement to obtain Karlin's
commitment under the Term Sheet.

                       John DeLuca Objection

The Trustee's motion was approved notwithstanding the objection of
John DeLuca, equity holder and purported creditor.  He argued that
the Motion should be continued, or denied, pending determination by
the Superior Court for the State of California, County of Los
Angeles of the fundamental questions central to the issue of
whether State Fish had authority to file a bankruptcy petition.

In addition, Mr. DeLuca argued that the terms of the proposed
financing are onerous, particularly for a postpetition financing
arrangement, and are not supported by any case authority. The
Motion requests: (i) approval of a lender $100,000 breakup fee,
though the Trustee is bound to exclusivity with the lender --
begging the question what benefit Karlin is conferring upon State
Fish that justifies such a breakup fee plus exclusivity -- (ii) a
$70,000 expense reimbursement, (iii) interest at a rate of 12% per
annum, plus a prepayment penalty (i.e., a "make-whole premium") at
the proposed interest rate which would effectively require State
Fish to pay at least $270,000 in interest regardless whether or not
it needed the financing; (iv) a 2% original issue discount
($80,000) due and payable upon the closing of the financing; (v) a
1% "exit fee" ($40,000); and (vi) a $750 per month "service fee."

"When faced with the choice of splitting or saving the proverbial
baby, the [DeLuca] Sisters and the Official Committee of Unsecured
Creditors have opted to save State Fish by supporting the Trustee's
effort to obtain postpetition financing on the terms and conditions
set forth in the Term Sheet. By contrast, John has opted to split
the baby, arguing vigorously against the Term Sheet, despite that
the Motion made clear that denial of the Term Sheet could
jeopardize the entire Wet Fish Business," the Trustee said in
response to the objection.

Counsel to the Trustee, Jonathan M. Weiss, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, notes that it is clear that absent DIP
financing, the Wet Fish Business will be liquidated.  State Fish
requires approximately $600,000 per week during the peak of the
"wet fish season" in order to cover the costs of purchasing and
processing wet fish (including catching costs, temporary labor,
freight, and packaging).  If State Fish is not in a position to
purchase the wet fish when it becomes available, and it cannot do
so simply relying on its existing cash, the Wet Fish Business will
not survive, Mr. Weiss told the Court.

The Trustee noted that John's "split the baby" position could be
motivated by the fact that John owns a competing fish business --
J. DeLuca Fish Company -- in close proximity to State Fish, and may
benefit greatly from State Fish's demise.

                         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.


STATE FISH: Sells 2 Vehicles for $30,350
----------------------------------------
R. Todd Neilson, Chapter 11 Trustee of the bankruptcy estates of
State Fish Co., Inc., and Calpack Foods, LLC, sought and obtained
authority from Judge Sandra R. Klein of the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division, to
sell two vehicles through an auction and employ Van Horn Auction
Group, LLC, as auctioneer.

Pursuant to the Court's order, VHA sold at auction on May 6 the
following vehicles that were formerly property of the estate of
State Fish: (i) a 2013 Jaguar with a vehicle identification number
ending 2972 and (ii) a 2006 Lexus with a VIN ending 8777.  The
gross proceeds of that sale were $34,500, and, after expenses of
$4,150, the net proceeds of that sale were $30,350.

The Chapter 11 Trustee's counsel, Jonathan M. Weiss, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, tells
the Court that the sale of the vehicles is in the best interests of
the estate because State Fish no longer uses the vehicles in
connection with the operation of its businesses.  Mr. Weiss adds
that the Chapter 11 Trustee has determined it is in the estates'
interest to sell the Vehicles by auction, to ensure fairness and
adequacy of the sales price.

The Trustee selected VHA as auctioneer based on its reputation for
professionalism and reliability.  Mr. Weiss says VHA and its
auctioneers are disinterested persons who do not hold or represent
an interest adverse to the estates and do not have any connection
with the Trustee, the Debtors, their creditors, or any other party
in interest or with their respective attorneys or accountants, or
with the U.S. Trustee or any person employed in the Office of the
United States Trustee, except that Mr. Van Horn previously worked
as an auctioneer for the Chapter 11 Trustee on two occasions.

Chapter 11 Trustee is represented by:

          David M. Stern, Esq.
          Michael L. Tuchin, Esq.
          Colleen M. Keating, Esq.
          Jonathan M. Weiss, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, Thirty-Ninth Floor
          Los Angeles, CA 90067
          Telephone: 310-407-4000
          Facsimile: 310-407-9090
          Email: dstern@ktbslaw.com
                 mtuchin@kbtslaw.com
                 ckeating@ktbslaw.com
                 jweiss@ktbslaw.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.



STEREOTAXIS INC: Shareholders Elect Three Directors
---------------------------------------------------
Stereotaxis, Inc., held its annual meeting of shareholders on
June 2, 2015, at which the shareholders:

   (1) elected Robert J. Messey, Joseph D. Keegan, Ph.D. and
       Euan S. Thomson, Ph.D. as Class II directors to serve until

       the Company's 2018 Annual Meeting;

   (2) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       fiscal year 2015; and

   (3) approved, by non-binding vote, executive compensation.

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $5.20 million in 2014, a net
loss of $68.8 million in 2013 and a net loss of $9.23 million in
2012.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred recurring
operating losses and has a net capital deficiency.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


STRAINWISE INC: Amends Fiscal Year Ended Jan. 31 Report
-------------------------------------------------------
Strainwise, Inc., filed with the U.S. Securities and Exchange
Commission on May 18, 2015, an amendment to its annual report on
Form 10-K for the fiscal year ended Jan. 31, 2015.  A copy of the
Form 10-K/A is available at http://is.gd/fNsUCo

The Company reported a net loss of $2.01 million on $5.8 million of
total revenues for the fiscal year ended Jan. 31, 2015, compared
with a net loss of $70,200 on $104,400 of total revenues in 2014.

The Company's balance sheet at Jan. 31, 2015, showed $3.34 million
in total assets, $2.92 million in total liabilities, and equity of
$424,000.

B F Borgers CPA PC expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company's
significant operating losses.

Strainwise, Inc., engages in producing marijuana infused products.
The company offers branding, marketing, administrative and
consulting services to retail marijuana outlets and also provides
cultivation and growing facilities in the regulated marijuana
industry throughout the United States.  Strainwise was founded by
Shawn D. Phillips & Erin E. Phillips and is headquartered in
Lakewood, CO.


SUN BANCORP: Anthony D'Imperio Named as Bank's SVP and CCO
----------------------------------------------------------
Anthony M. D'Imperio, age 65, was appointed as senior vice
president and chief credit officer of Sun National Bank, a wholly
owned subsidiary of Sun Bancorp, Inc., effective June 2, 2015,
according to a document filed with the Securities and Exchange
Commission.

From October 2014 until this appointment, Mr. D'Imperio was
fulfilling the duties of chief credit officer on an interim basis
for the Bank, pending regulatory approval of his appointment to the
position.  Mr. D'Imperio was director of special assets of the Bank
from July 2012 to September 2014, where he played an integral role
in helping to significantly improve the Bank's asset quality
metrics.  From 1996 to 2012, Mr. D'Imperio directed commercial loan
workout activities for Wilmington Trust as vice president and
division manager for special assets.  

Mr. D'Imperio has more than 30 years of experience in banking and
finance leadership, and has previously held the designations of
Certified Turnaround Professional, Certified Property Manager and
Certified Commercial-Investment Member.  Mr. D'Imperio has been an
adjunct instructor in the Finance Department of St. Joseph's
University, Philadelphia, Pennsylvania, for over 20 years.

Mr. D'Imperio will receive an initial base salary of $250,000 per
annum.  He will be eligible to participate in the Bank's annual
short-term incentive plan and the Bank's long-term incentive plan,
providing for the opportunity to share in the Bank's long-term
success through award of restricted stock and/or stock options,
with a target award opportunity of 25% of annual base salary.  At
the next meeting of the Company's Compensation Committee, Mr.
D'Imperio will receive an award of 3,000 shares of restricted stock
of the Company which will vest on June 30, 2017.

                       About Sun Bancorp. Inc.

Sun Bancorp, Inc.is a bank holding company headquartered in Mount
Laurel, New Jersey.  Its primary subsidiary is Sun National Bank, a
community bank serving customers throughout New Jersey. Sun
National Bank -- http://www.sunnationalbank.com/-- is an Equal
Housing Lender and its deposits are insured up to the legal maximum
by the Federal Deposit Insurance Corporation (FDIC).

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders of
$29.8 million in 2014, a net loss available to common shareholders
of $9.94 million in 2013, and a net loss available to common
shareholders of $50.49 million in 2012.

As of March 31, 2015, the Company had $2.43 billion in total
assets, $2.18 billion in total liabilities and $249 million in
total shareholders' equity.


TECHPRECISION CORP: Enters Into New Lease with GPX Wayne
--------------------------------------------------------
TechPrecision Corporation entered into an office lease with GPX
Wayne Office Properties, L.P., pursuant to which the Company will
lease approximately 1,100 square feet located at 992 Old Eagle
School Road, Wayne, PA 19087, commencing on the earlier of (i) the
date when the Company assumes possession of the Wayne Property or
(ii) the date set in a notice by the New Landlord to the Company at
least 15 days before the substantial completion of certain
leasehold improvements to the Wayne Property, such Commencement
Date anticipated to be on or about June 15, 2015.

The initial term of the New Lease will expire on the last day of
the 12th calendar month after the Commencement Date, unless sooner
terminated in accordance with the terms of the New Lease.  The
Company's monthly base rent for the Wayne Property will be
$1,837.88 in addition to payments for electricity (on a
proportionate ratio basis for the entire building), certain
contributions for leasehold improvements, and certain other
additional rent items (including certain taxes, insurance premiums
and operating expenses).

On June 4, 2015, the Company entered into a lease termination
agreement with CLA Building Associates, L.P. pursuant to which the
Company and Prior Landlord agreed to terminate that certain Lease
Agreement, dated March 15, 2015, by and between the Company and
Prior Landlord.  As a result of the Termination Agreement, the
Prior Lease will be terminated on, and the Company will vacate its
corporate offices located at 2 Campus Boulevard, Newtown Square, PA
19073 on or before June 30, 2015.

                       About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

TechPrecision reported a net loss of $7.09 million for the year
ended March 31, 2014, as compared with a net loss of $2.41 million
for the year ended March 31, 2013.

As of Dec. 31, 2014, the Company had $14.4 million in total
assets, $13.5 million in total liabilities and $937,000 in total
stockholders' equity.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern.


TELKONET INC: Signs Employment Agreements with Executive Officers
-----------------------------------------------------------------
Telkonet, Inc., entered into an employment agreement with each of
Jason L. Tienor, the Company's president and chief executive
officer; Jeffrey J. Sobieski, the Company's chief technology
officer; Richard E. Mushrush, the Company's chief financial
officer, Matthew P. Koch, the Company's chief operating officer;
and Gerrit J. Reinders, the Company's executive vice president of
sales and marketing, for a term commencing effective as of May 1,
2015, and expiring on May 1, 2016.

The terms of each of these employment agreements will automatically
renew for an additional 12 months unless the parties mutually agree
or unless the agreement is terminated in accordance with its terms.
Pursuant to their respective employment agreements, Messrs.
Tienor, Sobieski, Mushrush, Koch and Reinders will receive a base
salary of $206,000, $195,700, $113,300, $143,900 and $154,500,
respectively, and bonuses and benefits based on the Company's
internal policies and on participation in the Company's incentive
and benefit plans.

                          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.

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.

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: Moody's Rates Proposed Sr. Secured Notes 'Ba2'
----------------------------------------------------------------
Moody's assigned a Ba2 rating to Tenet Healthcare Corporation's
offering of senior secured notes due 2020 and a B3 rating to its
proposed senior unsecured notes due 2023. Moody's understands that
the proceeds from the debt offerings will be used to fund Tenet's
share of the equity contribution to the previously announced joint
venture with Welsh, Carson, Anderson & Stowe, refinance
approximately $1.5 billion of existing indebtedness at United
Surgical Partners International, fund the acquisition of Aspen
Healthcare Ltd., and pay related transaction fees and expenses.

This offering is in line with the financing expectations
incorporated in Moody's confirmation of Tenet's ratings on May 21,
2015. Therefore, there is no change to the existing ratings of the
company, including the B1 Corporate Family Rating and B1-PD
Probability of Default Rating. The negative rating outlook is
unchanged.

The following ratings have been assigned.

  -- $500 million floating rate senior secured notes due 2020 at
     Ba2 (LGD 2)

  -- $1,900 million senior unsecured notes due 2023 at B3 (LGD 5)

The B1 Corporate Family Rating reflects Tenet's high financial
leverage and an aggressive debt-funded acquisition strategy. Tenet
has added scale and earnings diversification through its recent
acquisitions but to date has not fully benefited from synergies,
which has held leverage high. However, Tenet's significant scale in
each of its service lines and Moody's expectation that the company
can successfully integrate newly acquired businesses support the
rating. Moody's also anticipates that Tenet will remain disciplined
in the use of incremental leverage for shareholder initiatives or
other acquisitions until debt to EBITDA is reduced closer to 5.0
times.

The negative rating outlook reflects Moody's view that Tenet has
very little cushion to absorb negative developments or additional
debt funded acquisitions, share repurchases or shareholder
distributions at the current rating level given its high financial
leverage.

Tenet's ratings could be downgraded if operational challenges or
future leveraged acquisitions cause a deterioration in financial
metrics such that Moody's does not expect debt/EBITDA to approach
5.0 times over the next two years. The ratings could also be
downgraded if Tenet incurs additional debt to fund material
shareholder distributions or share repurchases. Finally, a
deterioration in liquidity, either through negative free cash flow
or reliance on the company's revolver, which expires in 2016, could
also result in a downgrade.

Given the high financial leverage a rating upgrade is not likely in
the near term. However, if Tenet is able to reduce and sustain
leverage below 4.0 times, the ratings could be upgraded. Tenet
would also have to effectively integrate and realize synergies from
its recent acquisitions and maintain a more measured approach to
debt-funded transactions that enable the company to improve cash
flow and interest coverage metrics prior to a rating upgrade.

The principal methodology used in these ratings was Global
Healthcare Service Providers 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.

Tenet Healthcare Corporation, headquartered in Dallas, Texas, is
one of the largest for-profit hospital operators by revenues. The
company's subsidiaries operate 80 hospitals as well as 219
outpatient centers. The company also offers other services,
including six health plans and Conifer Health Solutions, which
provides revenue cycle management, value based care and patient
communications services. Tenet generated revenue of approximately
$17.1 billion for the twelve month period ended March 31, 2015.



TENET HEALTHCARE: Prices Private Offering of Senior Notes
---------------------------------------------------------
Tenet Healthcare Corporation established the pricing of the
previously announced private offering of its floating rate senior
secured notes maturing in 2020 and the senior unsecured notes of
THC Escrow Corporation II maturing in 2023.  

A total of $900 million aggregate principal amount of senior
secured notes, which represents an upsize from its previously
announced amount of $500 million, will bear interest at a rate,
reset quarterly, of LIBOR plus 3.50% per annum, and will be issued
by Tenet.  A total of $1.9 billion aggregate principal amount of
senior unsecured notes, which will bear interest at a rate of 6.75%
per annum, will be issued by THC.

The senior secured notes will rank senior to Tenet's existing and
future subordinated indebtedness, be effectively senior to Tenet's
existing and future unsecured indebtedness and other liabilities to
the extent of the value of the collateral securing the senior
secured notes or guarantees thereon, and will rank pari passu with
Tenet's outstanding senior secured debt, and similarly will be
guaranteed by certain of Tenet's subsidiaries and secured by a
pledge of the capital stock and other ownership interests of
certain of Tenet's subsidiaries.  The senior secured notes will
also be subordinated to Tenet's obligations under its senior
secured revolving credit facility, and any of its subsidiaries'
secured guarantees thereof, to the extent of the value of the
collateral securing borrowings under such facility.

Following Tenet's assumption of the senior unsecured notes, the
senior unsecured notes will be Tenet's general unsecured senior
obligations and will be subordinated to all of Tenet's existing and
future senior secured obligations to the extent of the value of the
collateral securing Tenet's senior secured obligations, and will be
structurally subordinated to all obligations and liabilities of
Tenet’s subsidiaries.

The net proceeds for the offering of Tenet's senior secured notes
will be used (i) to repay $400 million aggregate principal amount
of term loans outstanding under our Interim Loan Agreement, dated
March 23, 2015, (ii) to temporarily reduce amounts outstanding
under our Credit Agreement, dated Oct. 19, 2010, and (iii) if any
net proceeds remain, for general corporate purposes, which may
include payment of a portion of the cash consideration in respect
of the purchase of the Company's equity interests in BB Blue
Holdings, Inc., its previously announced ambulatory surgical center
joint venture with United Surgical Partners International.

The gross proceeds from the offering of THC's senior unsecured
notes will, following Tenet's assumption of those notes, be used in
part (i) to pay the cash consideration in respect of the Purchase,
(ii) to pay the cash consideration in respect of our previously
announced acquisition of 100% of the issued A shares, B1 shares and
B2 shares of European Surgical Partners Ltd (commonly referred to
as Aspen Healthcare), (iii) for the refinancing of indebtedness of
USPI and (iv) to pay related transaction fees and expenses.

                            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.


TRACK GROUP: Registers Add'l 713,262 Shares Under Incentive Plan
----------------------------------------------------------------
Track Group, Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission to register 713,262 shares of
its common stock that may be issued pursuant to the Company's 2012
Equity Incentive Award Plan.  The proposed maximum aggregate
offering price is $8.5 million.  A copy of the Form S-8 prospectus
is available for free at http://is.gd/22ZscE

                         About Track Group

Track Group (formerly SecureAlert) -- http://www.trackgrp.com/--
is a global provider of customizable tracking solutions that
leverage real-time tracking data, best-practice monitoring, and
analytics capabilities to create complete, end-to-end solutions.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.9 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.9 million for the fiscal year ended Sept. 30,
2012.

As of March 31, 2015, SecureAlert had $58.3 million in total
assets, $38.9 million in total liabilities, and $19.3 million in
total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


TRANSGENOMIC INC: Orin Hirschman Reports 3.4% Stake as of May 29
----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Orin Hirschman disclosed that as of May 29, 2015, he
beneficially owns 409,400 shares of common stock of Transgenomic
Inc., which represents 3.4 percent based on 12,161,156 shares of
Common Stock of the Company outstanding as reported in the Issuer's
quarterly report on Form 10-Q for the period ended
March 31, 2015.

AIGH Investment Partners, L.P. reported beneficial ownership of
280,000 common shares while AIGH Investment Partners, L.L.C.
reported beneficial ownership of 100,000 common shares as of that
date.

A copy of the regulatory filing is available for free at:

                        http://is.gd/PfpYrv

                        About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global  

biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic reported a net loss available to common stockholders
of $15.1 million in 2014, a net loss available to common
stockholders of $16.7 million in 2013 and a net loss available to
common stockholders of $8.98 million in 2012.

As of March 31, 2015, the Company had $34.5 million in total
assets, $24.4 million in total liabilities and $10 million in
total stockholders' equity.

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


TRANSGENOMIC INC: Stockholders Elect Michael Luther as Director
---------------------------------------------------------------
At the 2015 annual meeting of Transgenomic, Inc., held on May 28,
2015, the stockholders:

   (1) elected Michael A. Luther, Ph.D. as a Class III director
       for a three-year term ending in 2018;

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

   (3) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the year ending Dec. 31, 2015.

                   Amends Offer Letter with CAO

On June 2, 2015, Transgenomic entered into an amendment to the
offer letter, dated Nov. 6, 2012, by and between the Company and
Leon Richards, the Company's chief accounting officer.  The
Amendment amends the Offer Letter to provide that, in the event Mr.
Richards' employment with the Company is terminated without "Cause"
prior to or within 12 months following a "Change in Control" of the
Company, he will be entitled to receive an amount equal to nine
months of his base salary at the time of his termination, subject
to Mr. Richards signing and delivering a release of claims to the
Company.  

The Amendment further provides that in the event Mr. Richards is
employed with the Company upon a Change in Control, any stock
options that are outstanding and unvested as of immediately prior
to such Change in Control will vest in their entirety, and become
fully exercisable, as of immediately prior to, and contingent upon,
such Change in Control.

The Amendment also provides that unless Mr. Richards' employment is
terminated by the Company for Cause, he will have until the earlier
of the following dates to exercise any then-vested and outstanding
stock options: (i) 180 days after the termination of his
employment, or (ii) the date on which the stock options otherwise
would become unexercisable, ignoring the fact that his employment
terminated.

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global  

biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic reported a net loss available to common stockholders
of $15.1 million in 2014, a net loss available to common
stockholders of $16.7 million in 2013 and a net loss available to
common stockholders of $8.98 million in 2012.

As of March 31, 2015, the Company had $34.5 million in total
assets, $24.4 million in total liabilities and $10 million in
total stockholders' equity.

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


TS EMPLOYMENT: Has Until July 3 to File Schedules and Statements
----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended until July 3, 2015, TS Employment,
Inc.'s time to file its schedules of assets and liabilities, and
statements of financial affairs.

As reported in the Troubled Company Reporter on May 20, 2015, Judge
Glenn extended until June 3, the Debtor's time to file schedules
and statements.

                         About TS Employment

Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services.  Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm.  TS processes payroll of up to 30,000 employees.

TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015.  Judge Martin
Glenn is assigned to the case.

The Debtor estimated at least $100 million in assets and debt.

The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.  Realization Services Inc.
serves as the Debtor's consultant.


VICTORIA GROUP: District Court Vacates Counsel Fee Order
--------------------------------------------------------
District Judge Edmond E. Chang vacated the bankruptcy court's July
Order in the case captioned MORGAN & BLEY, LTD.,
Plaintiff-Appellant, v. VICTORIA GROUP, INC. and NORTHBROOK BANK &
TRUST, Defendant-Appellees, NO. 14 C 06567 (N.D. Ill.).

Morgan & Bley sought to get attorney's fees for its work on
Victoria Group's bankruptcy.  The bankruptcy court determined that
Morgan & Bley's fees were reasonable, but deleted the portion of
the proposed order describing the fee award as a "judgment."
Moments later, the court granted Northbrook Bank & Trust's motion
to dismiss the bankruptcy case.

Morgan & Bley went to state court and initiated collection
proceedings against Victoria Group.  When Northbrook Bank was
served with a third-party citation to discover assets, it turned to
the bankruptcy court and asked that the bankruptcy case be reopened
and the fee award vacated.

On July 17, 2014, the bankruptcy court denied the request, saying
that the order contained no mistake, the award was against the
bankruptcy estate, not the debtor, and that the court did not enter
a "judgment."  Morgan & Bley appealed the order, arguing that it
impermissibly modified the earlier award of fees.  

Judge Chang held that the bankruptcy court's statement in the July
order that the fee award was not a "judgment" was incorrect.
Deleting the language calling the award a "judgment" did not change
that the order "set forth the relief to which the prevailing party
is entitled."  Although the order was not a "final judgment" in the
sense that it did not end the case, it was an appealable order and
thus a "judgment" under applicable bankruptcy rules.  Judge Chang
also held that the bankruptcy court's statement in the July order
that the fee award was only against the "estate" was also
incorrect.

A copy of Judge Chang's May 11, 2015 memorandum opinion and order
vacating the July 17, 2014 order of the bankruptcy court and
remanding the case is available at http://is.gd/80zXIVfrom
Leagle.com.

Morgan & Bley, Ltd, Appellant, represented by Alanna G Morgan,
Morgan & Bley, Ltd. & Keevan David Morgan, Morgan & Bley, Ltd..

Victoria Group, Inc, Appellee, represented by Ahmad Tayseer
Sulaiman, First, Sulaiman Law Group, Ltd.,Mohammed Omar Badwan,
Sulaiman Law Group, Ltd., Nathan Charles Volheim, Sulaiman Law
Group,Paul Mathew Bach, Sulaiman Law Group, Ltd. & Penelope Noami
Bach, Sulaiman Law Group.

Northbrook Bank & Trust Co., Appellee, represented by Richard
Carmen Perna -- rperna@frltd.com -- Fuchs & Roselli, Ltd. & Scott
Andrew Nehls -- snehls@frltd.com -- Fuchs & Roselli, Ltd.

                    About Victoria Group, Inc.

Victoria Group, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ill. Case No. 13-44611) on November 17, 2013, listing under $1
million in both assets and liabilities.  A copy of the petition is
available at http://bankrupt.com/misc/ilnb13-44611.pdf Keevan D.
Morgan, Esq., at Morgan & Bley, LTD., served as counsel to the
Debtor.


VICTORY ENERGY: Incurs $1.6 Million Net Loss in First Quarter
-------------------------------------------------------------
Victory Energy Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.60 million on $129,000 of oil and gas revenues for the three
months ended March 31, 2015, compared with a net loss of $446,000
on $195,000 of oil and gas revenues for the same period last year.

As of March 31, 2015, Victory Energy had $2.40 million in total
assets, $3.50 million in total liabilities and a $1.1 million total
stockholders' deficit.

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

                        http://is.gd/UQmk2f

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Victory Energy reported a net loss of $4.22 million in 2014
following a net loss of $2.11 million in 2013.

Weaver and Tidwell, L.L.P., in Houston, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has
experienced recurring losses since its inception and has an
accumulated deficit, which raise substantial doubt regarding the
Company's ability to continue as a going concern.


WPCS INTERNATIONAL: Receives NASDAQ Notice of Non-Compliance
------------------------------------------------------------
WPCS International Incorporated received written notification from
the Listing Qualifications Staff of The NASDAQ Stock Market LLC
that the Company did not regain compliance with the minimum
$2,500,000 stockholders' equity requirement for continued listing
set forth in Listing Rule 5550(b) by the May 29, 2015, extension
date previously granted by the Staff and, accordingly, the Staff
has advised the Company that its securities would be subject to
delisting unless the Company timely requests a hearing before the
NASDAQ Listing Qualifications Panel.  The Company will submit its
request for a hearing before the Panel by the June 8, 2015, filing
date.  This request will prevent any delisting or suspension action
at least until the Panel issues its decision and any extension
granted by the Panel expires.

The Company said it is diligently pursuing a number of avenues to
increase its stockholders' equity.  At the hearing, the Company
intends to present its plan for achieving and sustaining compliance
with the stockholders' equity requirement and to request a further
extension, if necessary.  However, there can be no assurance that
the Panel will grant the Company's request.

              About WPCS International Incorporated

WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.

WPCS International incurred a net loss attributable to common
shareholders of $11.2 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013.

As of Jan. 31, 2015, the Company had $14.8 million in total assets,
$14.8 million in total liabilities and a $36,000 total deficit.

Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014.  The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


XZERES CORP: Borrows $500,000 From Existing Shareholders
--------------------------------------------------------
Zxeres Corp. disclosed with the Securities and Exchange Commission
that it entered into a demand convertible subordinated secured
promissory note with Paul DeBruce whereby the Company borrowed a
principal amount of $198,350 together with interest at the rate of
eight percent.

Contemporaneously, the Company entered into a substantially similar
Demand Convertible Subordinated Secured Promissory Note with Ravago
Holdings America, Inc., a Delaware corporation whereby the Company
borrowed the principal amount of $301,650 together with interest at
the rate of eight percent.  The Notes are both secured by
subordinated liens on all of the Company's assets.



Ravago Holdings America, Inc. is an existing, 16.86%, shareholder
of the company.  Mr. DeBruce is an existing, 26.57%, shareholder of
the company.

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

XZERES reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.

As of Nov. 30, 2014, the Company had $9.82 million in assets, $18.2
million in liabilities and a $8.37 million stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YRC WORLDWIDE: Presents at Deutsche Bank Conference
---------------------------------------------------
YRC Worldwide Inc. delivered a Company presentation on June 4, 2015
at the Deutsche Bank Global Industrials and Basic Materials
Conference in Chicago, Illinois.  The presentation will be
available on audio webcast through the Company's Web site,
http://www.yrcw.com/,for 30 days.  A copy of the slide show
presentation is available for free at http://is.gd/V7T3jn

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported a net loss attributable to common
shareholders of $85.8 million in 2014, a net loss attributable to
common shareholders of $83.6 million in 2013 and a net loss
attributable to common shareholders of $140.4 million in 2012.

As of March 31, 2015, the Company had $1.96 billion in total
assets, $2.44 billion in total liabilities, and a $480 million
total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


ZHEJIANG TOPOINT: Panels Belong to SPVs, Not Debtor's Estate
------------------------------------------------------------
Bankruptcy Judge Gloria M. Burns held that 7.34MW of solar panels
are property of the domestic special purpose vehicles and not
property of the Debtors' estate in the case captioned IN RE:
Zhejiang Topoint Photovoltaic Co., Ltd. Debtors, CASE NO.
14-24549(GMB) (Bankr. D.N.J.).

A dispute was brought before the court between the debtors,
Zhejiang Topoint Photovoltaic Co., Ltd., et al., and third parties
H2 Contracting LLC and Hessert Construction NJ LLC, regarding the
ownership of 7.34 megawatts of solar panels in storage at a
warehouse located in New Jersey.  

Hessert requested determination that the panels belong to two
special purpose vehicles, Topoint CL Mansfield, LLC (the Mansfield
SPV) and Topoint CL Gloucester, LLC (the Gloucester SPV), rather
than the Debtors, because Hessert filed a breach of contract suit
against each of the SPVs and sought to ensure the SPVs had assets
to satisfy any judgment it obtains.

Judge Burns held that the SPVs had obtained title to 7.34MW of
panels when the the SPVs made payments to the Debtors for the
panels and the Debtor completed physical delivery of the panels to
Solergy LLC's warehouse.

A copy of the May 12, 2015 opinion is available at
http://is.gd/QooN7cfrom Leagle.com.

Attorney for Debtors:

     Douglas G. Leney, Esq.
     ARCHER & GREINER, P.C.
     One Centennial Square
     Haddonfield, NJ 08033
     E-mail: dleney@archerlaw.com

          - and -

     Jason M. Sweny, Esq.
     NGUYEN CHEN LLP
     11200 Westheimer, Suite 120
     Houston, TX 77042

Attorney for H2 Contracting, LLC/Hessert Construction:

     Damien O. Del Duca, Esq.
     DEL DUCA LEWIS, LLC
     21 East Euclid Avenue, Suite 100
     Haddonfield, NJ 08033
     E-mail: dod@delducalewis.com

          - and -

     Richard A. Barkasy, Esq.
     E-mail: rbarkasy@schnader.com
     SCHNADER HARRISON SEGAL & LEWIS, LLP
     Woodland Falls Corporate Park
     220 Lake Drive East, Suite 200
     Cherry Hill, NJ 08002-1165

                      About Zhejiang Topoint

Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the
development, manufacturing, and marketing of photovoltaic solar
panels in China for sale and export to international markets,
including the United States. Marketing of the solar panels is
performed by affiliate Zhejiang Jiutai New Energy Co. Ltd.
Manufacturing of the Topoint Group's products is generally
conducted from its facilities located in the Zhejiang Province of
the People's Republic of China.

Topoint is subject to proceedings before the People's Court of
Haining City, Zhejiang Province. Yueming Zhang is the court
appointed bankruptcy administrator.

Zhejiang Topoint and its three affiliates filed petitions under
Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey
(Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek
U.S. recognition of the proceedings in China. Topoint estimated
assets of at least US$10 million and debt of less than US$10
million in the Chapter 15 petition.

Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer &
Greiner, P.C., in Haddonfield, New Jersey.


[*] Huron Business Advisory Expands Houston Energy Practice
-----------------------------------------------------------
Huron Business has expanded its Houston Energy Practice.

Huron's newest oil & gas experts are:

Dennis Ulak
Senior Director

Mr. Ulak has more than 35 years of experience organizing and
leading teams to invest and manage upstream and midstream, oil
field services and related infrastructure investments.  He
maintains global relationships in the energy industry as a result
of extensive operating experience in the U.S. as well as Asia,
Africa, and Europe.  Mr. Ulak advises on oil and gas markets,
acquisitions and restructurings of energy assets, market conditions
and the structured financing of large and complex energy projects.
Prior to joining Huron, Dennis served as the CEO and President of
the international subsidiary of one of the largest independent oil
and natural gas companies in the United States.

Ray Mettetal
Director

Mr. Mettetal has more than 10 years of experience in corporate
finance with energy companies where his responsibilities have
ranged from corporate financial planning, forecasting and
budgeting, through strategy development, valuation, merger,
acquisition, and divesture analysis and transactional due
diligence.  He has been involved in the valuation, modeling,
analysis and due diligence of more than $15 billion of energy
transactions.

Huron Business Advisory is growing its practice focused
specifically on the oil and gas industry.


[^] BOND PRICING: For Week From June 1 to 5, 2015
-------------------------------------------------
  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Affinion
  Investments LLC       AFFINI   13.50     58.00      8/15/2018
Allen Systems
  Group Inc             ALLSYS   10.50     26.00     11/15/2016
Alpha Appalachia
  Holdings Inc          ANR       3.25     82.48       8/1/2015
Alpha Natural
  Resources Inc         ANR       6.00     10.10       6/1/2019
Alpha Natural
  Resources Inc         ANR       6.25     12.50       6/1/2021
Alpha Natural
  Resources Inc         ANR       9.75     17.75      4/15/2018
Alpha Natural
  Resources Inc         ANR       7.50     19.00       8/1/2020
Alpha Natural
  Resources Inc         ANR       3.75     17.00     12/15/2017
Alpha Natural
  Resources Inc         ANR       4.88     13.21     12/15/2020
Alpha Natural
  Resources Inc         ANR       7.50     36.00       8/1/2020
Alpha Natural
  Resources Inc         ANR       7.50     25.13       8/1/2020
Altegrity Inc           USINV    14.00     42.50       7/1/2020
Altegrity Inc           USINV    13.00     42.50       7/1/2020
Altegrity Inc           USINV    14.00     35.00       7/1/2020
American Eagle
  Energy Corp           AMZG     11.00     30.50       9/1/2019
American Eagle
  Energy Corp           AMZG     11.00     30.50       9/1/2019
Arch Coal Inc           ACI       7.00     17.58      6/15/2019
Arch Coal Inc           ACI       7.25     27.25      10/1/2020
Arch Coal Inc           ACI       9.88     17.97      6/15/2019
Arch Coal Inc           ACI       7.25     15.99      6/15/2021
Arch Coal Inc           ACI       8.00     28.50      1/15/2019
Arch Coal Inc           ACI       8.00     28.38      1/15/2019
Armored Autogroup Inc   ARMAUT    9.25    103.99      11/1/2018
BPZ Resources Inc       BPZR      8.50     20.75      10/1/2017
Black Elk Energy
  Offshore Operations
  LLC / Black Elk
  Finance Corp          BLELK    13.75     40.25      12/1/2015
Boston Scientific Corp  BSX       6.25    101.71     11/15/2015
Caesars Entertainment
  Operating Co Inc      CZR      10.00     26.00     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      12.75     26.50      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR       6.50     42.77       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      10.75     28.75       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      10.00     26.00     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR       5.75     41.00      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR       5.75     12.13      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR      10.00     25.75     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      10.00     25.75     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      10.00     25.88     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      10.75     28.50       2/1/2016
Cal Dive
  International Inc     CDVI      5.00     10.63      7/15/2017
Champion
  Enterprises Inc       CHB       2.75      0.25      11/1/2037
Chassix Holdings Inc    CHASSX   10.00      8.00     12/15/2018
Chassix Holdings Inc    CHASSX   10.00      8.00     12/15/2018
Chassix Holdings Inc    CHASSX   10.00      8.00     12/15/2018
Colt Defense LLC /
  Colt Finance Corp     CLTDEF    8.75     26.75     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF    8.75     26.50     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF    8.75     26.50     11/15/2017
Community Choice
  Financial Inc         CCFI     10.75     46.00       5/1/2019
Dendreon Corp           DNDN      2.88     72.50      1/15/2016
Endeavour
  International Corp    END      12.00     20.00       3/1/2018
Endeavour
  International Corp    END      12.00      7.63       3/1/2018
Endeavour
  International Corp    END      12.00      7.63       3/1/2018
Energy Conversion
  Devices Inc           ENER      3.00      7.88      6/15/2013
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      10.00      5.25      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      10.00      5.38      12/1/2020
FBOP Corp               FBOPCP   10.00      1.84      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP      13.13      1.88       4/2/2018
First Data Corp         FDC       4.95     99.53      6/15/2015
Fleetwood
  Enterprises Inc       FLTW     14.00      3.56     12/15/2011
GT Advanced
  Technologies Inc      GTAT      3.00     22.00      10/1/2017
Gevo Inc                GEVO      7.50     55.38       7/1/2022
Goodrich
  Petroleum Corp        GDP       5.00     52.75      10/1/2032
Gymboree Corp/The       GYMB      9.13     42.84      12/1/2018
Hercules Offshore Inc   HERO     10.25     35.00       4/1/2019
Hercules Offshore Inc   HERO     10.25     33.75       4/1/2019
James River Coal Co     JRCC      3.13      0.25      3/15/2018
John Hancock Life
  Insurance Co          MFCCN     1.48     99.00      6/15/2015
Las Vegas Monorail Co   LASVMC    5.50      0.01      7/15/2019
Lehman Brothers
  Holdings Inc          LEH       4.00      9.25      4/30/2009
Lehman Brothers
  Holdings Inc          LEH       5.00      9.25       2/7/2009
MF Global Holdings Ltd  MF        6.25     32.75       8/8/2016
MF Global Holdings Ltd  MF        1.88     16.00       2/1/2016
MF Global Holdings Ltd  MF        9.00     16.00      6/20/2038
MF Global Holdings Ltd  MF        3.38     32.00       8/1/2018
MModal Inc              MODL     10.75     10.13      8/15/2020
Magnetation LLC /
  Mag Finance Corp      MAGNTN   11.00     31.00      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN   11.00     35.00      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN   11.00     31.13      5/15/2018
Molycorp Inc            MCP       6.00      3.75       9/1/2017
Molycorp Inc            MCP       5.50      4.25       2/1/2018
Morgan Stanley          MS        2.50    100.00      6/15/2015
NII Capital Corp        NIHD     10.00     47.50      8/15/2016
Navient Corp            NAVI      1.78     99.00      6/15/2015
OMX Timber Finance
  Investments II LLC    OMX       5.54     19.00      1/29/2020
Protective Life
  Secured Trusts        PL        1.53     99.75      6/10/2015
Quicksilver
  Resources Inc         KWKA      9.13     13.00      8/15/2019
Quicksilver
  Resources Inc         KWKA     11.00     15.00       7/1/2021
RadioShack Corp         RSH       6.75      3.13      5/15/2019
RadioShack Corp         RSH       6.75      3.05      5/15/2019
RadioShack Corp         RSH       6.75      3.05      5/15/2019
Sabine Oil & Gas Corp   SOGC      7.25     22.25      6/15/2019
Sabine Oil & Gas Corp   SOGC      9.75     18.25      2/15/2017
Sabine Oil & Gas Corp   SOGC      7.50     22.25      9/15/2020
Sabine Oil & Gas Corp   SOGC      7.50     22.38      9/15/2020
Sabine Oil & Gas Corp   SOGC      7.50     22.38      9/15/2020
Samson Investment Co    SAIVST    9.75      8.90      2/15/2020
Saratoga Resources Inc  SARA     12.50     11.15       7/1/2016
TMST Inc                THMR      8.00     10.00      5/15/2013
Terrestar Networks Inc  TSTR      6.50     10.00      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.00     15.75       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.50     15.63      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.00     15.25       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.50     14.50      11/1/2016
US Shale Solutions Inc  SHALES   12.50     49.50       9/1/2017
US Shale Solutions Inc  SHALES   12.50     52.00       9/1/2017
Venoco Inc              VQ        8.88     34.90      2/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      11.75     34.75      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      11.38     70.16       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS       8.75     40.00       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      11.75     33.50      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      11.75     33.50      1/15/2019
Walter Energy Inc       WLT       8.50      7.00      4/15/2021
Walter Energy Inc       WLT       9.88      6.00     12/15/2020
Walter Energy Inc       WLT       9.88      2.65     12/15/2020
Walter Energy Inc       WLT       9.88      2.65     12/15/2020


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
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 ***