TCR_Public/150609.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 9, 2015, Vol. 19, No. 160

                            Headlines

1756 W. LAKE STREET: 7th Cir. Affirms Grant of Summary Judgment
AKBARI-SHAMIRZADI: Trustee's Settlement With Former Counsel Okayed
ALTEGRITY INC: Seeks Nov. 5 Extension of Solicitation Period
APARTMENT INVESTMENT: Fitch Raises Issuer Default Rating From BB+
BAXANO SURGICAL: June 30 Set as 2nd Administrative Claims Bar Date

BEHAVIORAL SUPPORT: Section 341 Meeting Set for July 6
BIG NORTH: Receives Default Notice Under Property Agreement
BRUSH CREEK: Buyer Backs Out; Debtor Withdraws Plan
CALFRAC WELL: Moody's Lowers CFR to B2, Outlook Negative
CAVANAUGHS' MOTORS: Voluntary Chapter 11 Case Summary

CHIEF POWER: S&P Assigns 'BB' Rating on $351MM Secured Term Loan B
CONSOLIDATED COMMUNICATIONS: Moody's Keeps Ratings on Add-on Notes
CONSOLIDATED CONTAINER: Moody's Alters Outlook to Negative
CORELOGIC INC: Moody's Affirms Ba2 CFR, Outlook Stable
CORINTHIAN COLLEGES: US Trustee Appoints Creditors Committee

DDR CORP: Fitch Affirms 'BB' Rating on $350MM Preferred Stock
DELL INTERNATIONAL: S&P Retains 'BB+' Corporate Credit Rating
DESARROLLADORA HOMEX: Begins Plan Solicitation in Mexico
DRD TECHNOLOGIES: Meeting of Creditors Set for June 30
EAST LIVERPOOL HOSP.: Moody's Cuts Rating on $7MM Bonds to Caa1

ENDEAVOUR INT'L: Gets Court's Approval to Auction Assets on Aug. 11
FLEXTRONICS INT'L: Moody's Rates New $500MM Unsecured Notes 'Ba1'
FRAC SPECIALISTS: Court Orders Joint Admininistration of Cases
FREDERICK'S OF HOLLYWOOD: Sold to Authentic Brands for $22.5-Mil.
G STREET REMNANT: Case Summary & 20 Largest Unsecured Creditors

GOODMAN TANK: Meeting to Form Creditors' Panel Set for June 18
GRAND CENTREVILLE: Kang Trustee Wins Confirmation of Plan
GROVE ESTATES: Court Confirms Amended Plan
GT ADVANCED: Fee Examiner Taps Whisman Giordano as Accountants
GULF PACKAGING: Gets Final Approval to Use Cash Collateral

HARVARD DRUG: S&P Puts 'B' CCR on CreditWatch Positive
HARVEST NATURAL: Expects Not to Generate Revenues This Year
HEALTH DIAGNOSTIC: Case Summary & 30 Largest Unsecured Creditors
HORIZON PHARMA: S&P Retains 'BB-' Rating on Sr. Secured Term Loan
HUTCHESON MEDICAL: Guggenheim Approved as Investment Banker

HUTCHESON MEDICAL: Has Until July 20 to Propose Chapter 11 Plan
HUTCHESON MEDICAL: HMP to Work with Guggenheim on Transaction
HYLAND SOFTWARE: Moody's Lowers Corporate Family Rating to B3
IASIS HEALTHCARE: Moody's Confirms 'B2' Corp. Family Rating
IMRIS INC: Authorized to Serve as Foreign Representative

IMRIS INC: Court Issues 11 U.S.C. Sec. 362 Applicability Order
JOE'S JEANS: Has Until Nov. 23 to Regain Nasdaq Listing Compliance
JPH LAS VEGAS: Files Reorganization Plan
JPH LAS VEGAS: Required to File MORs to Avoid Dismissal
LEHMAN BROTHERS: Ernst & Young Presses for Quick Win in Suit

LHP HOSPITAL: Moody's Raises CFR to 'B3', Outlook Stable
LIBERTY MUTUAL: Fitch Affirms 'BB' Rating on $300MM 7% Jr. Notes
LIFE TIME FITNESS: Term Loan Upsize No Impact on Moody's 'B2' CFR
LIGHTSTREAM RESOURCE: Moody's Cuts CFR to Caa2, Outlook Negative
LOCALBIZUSA INC: Court Trims Suit Against Freund et al

LONGVIEW POWER: S&P Assigns 'B+' Rating on $300MM Sr. Secured Loan
LOS ROBLES CARE CENTER: Dismissal of Complaint v. CMS Affirmed
MAGNETATION LLC: U.S. Trustee to Hold Creditors' Meeting Today
MAGNETATION LLC: US Trustee Forms Creditors Committee
MMM HOLDINGS: S&P Lowers LT Counterparty Credit Rating to 'B-'

MOORESVILLE COMMONS: Case Summary & 14 Top Unsecured Creditors
MRI SOFTWARE: Moody's Assigns 'B3' Corporate Family Rating
NATIONAL BANK OF GREECE: Deloitte Expresses Going Concern Doubt
NEW BERN RIVERFRONT: Summary Judgment Orders Certified as Final
NEW ENTERPRISE: Moody's Affirms 'Caa1' CFR, Outlook to Negative

NEW MEDIA HOLDINGS: Columbus Dispatch Deal No Impact on Moody's CFR
OCWEN FINANCIAL: Moody's Lifts Senior Secured Debt Rating to B2
OXANE MATERIALS: Has Interim Nod to Use Comerica Cash Collateral
OXANE MATERIALS: Proposes to Sell IP Assets to Halliburton
PARK FLETCHER: Can Use Filbert Orton Cash Collateral Until Aug. 10

PARTY CITY: S&P Revises Outlook to Positive & Affirms 'B' CCR
PROTOM INTERNATIONAL: Court Approves Bidding and Sale Procedures
REAL TIME: Terrence Matthews Steps Down as Director, CEO & Pres.
REALOGY GROUP: Moody's Raises CFR to 'B1', Outlook Stable
RECOVERY CENTERS: Can Access Cash Collateral on Interim

RECYCLE SOLUTIONS: Meisler Wants Stay Lifted to Repossess Trailers
RESIDENTIAL CAPITAL: Objection to Philpot Claim Sustained
RESOLUTE FOREST: Moody's Alters Outlook on 'Ba3' CFR to Stable
RGL RESERVOIR: Moody's Lowers CFR to 'Caa2', Outlook Negative
ROBERTO SEBELEN MEDINA: Motion for Reconsideration Denied

ROBERTO SEBELEN MEDINA: Suit Against Banco Popular Dismissed
SALADWORKS LLC: Can No Longer Use Name After Sale Closing
SAN GOLD: Obtains Stay Period Extension for Rescue Proposal
SAPPHIRE ROAD: Section 341 Meeting Scheduled for July 8
SIERRA RESOURCE: Chapter 11 Case Dismissed

SONNEBORN HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
SPECTRUM BRANDS: Debt Refinancing No Effect on Moody's 'B1' CFR
STATE FISH: Can Access Cash Collateral Until July 1
STATE FISH: Judge Extends Deadline to Remove Suits to July 31
SUNFLOWER AIRCRAFT: Case Summary & 4 Largest Unsecured Creditors

TARGET CANADA: RioCan Provides Update on Store Closures
TRIMAS CORP: Moody's Cuts Corp Family Rating to Ba3, Outlook Stable
TRIPLANET PARTNERS: Seeks Sale of West Broadway Apt. for $3.7MM
U.S. VIRGIN ISLANDS: Fitch Affirms 'BB-' Rating on GO Bond
UMASS MEMORIAL: Moody's Alters Ratings Outlook to Positive

UNIFRAX I: Moody's Says CFR Unchanged on Repricing Transaction
UNITED GILSONITE: Chapter 11 Case Closed
UNIVERSAL COOPERATIVES: Needs Until Aug. 7 to File Plan
UTSTARCOM HOLDINGS: Posts $5.4 Million Net Loss in First Quarter
WALTER ENERGY: Negotiating Bankruptcy as Soon as This Month

WENATCHEE, WA: Moody's Raises LTGO Rating on $2.44MM Debt to Ba1
YAMANA GOLD: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
ZELOUF INTERNATIONAL: Voluntary Chapter 11 Case Summary
[*] Quick Bankruptcy Exit May Lead to Return Trip
[^] Large Companies with Insolvent Balance Sheet


                            *********

1756 W. LAKE STREET: 7th Cir. Affirms Grant of Summary Judgment
---------------------------------------------------------------
The United States Court of Appeals, Seventh Circuit affirmed the
district court's order granting summary judgment in favor of the
defendant bank in the case captioned 1756 W. LAKE STREET LLC,
Plaintiff-Appellant, v. AMERICAN CHARTERED BANK and SCHERSTON REAL
ESTATE INVESTMENTS, LLC, Defendants-Appellees, NO. 14-3435 (7th
Cir.).

Plaintiff 1756 W. Lake Street LLC brought an adversary proceeding
against American Chartered Bank and an affiliate of the bank,
Scherston Real Estate Investments, LLC.  Lake Street claimed that
the bank had defrauded it when a series of forbearance agreements
culminated in the transfer of the deed to Lake Street's property to
Scherston after Lake Street defaulted on its loan from the bank.
The district court granted summary judgment in favor of the bank,
however, so the plaintiff has appealed.

Lake Street contended that it obtained an appraisal of the property
for $1.7 million yet owed the bank only $1.5 million, thus the
$200,000 difference demonstrates that Lake Street "received less
than a reasonably equivalent value in exchange" for giving its deed
to the bank's affiliate.

The appellate court, however, gave credence to the bank's argument
that it gave at least $200,000 worth of forbearance to Lake Street,
and affirmed the district court's order.

A copy of the 7th Circuit's May 15, 2015 ruling is available at
http://is.gd/3co991from Leagle.com.

1756 W. Lake Street, LLC owns the property at 1756 W. Lake Street
in Chicago.  It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 14-05354) on Feb. 19, 2014, in Chicago.  The Hon. Janet
S. Baer was assigned to oversee the case.  The Debtor tapped David
P Lloyd, Esq., at David P. Llyod Ltd., as counsel.  In its
petition, the Debtor listed $2.02 million in total assets and
$1.36 million in total liabilities.  The petition was signed by
Chris Bambulas, member/manager.  The Debtor listed Hartford
Insurance as its largest unsecured creditor holding a claim of
$871.


AKBARI-SHAMIRZADI: Trustee's Settlement With Former Counsel Okayed
------------------------------------------------------------------
Bankruptcy Judge David T. Thuma approved the settlement of the
estate's claims against one of the Debtor's former lawyers in the
case captioned In re: NANCY AKBARI-SHAMIRZADI, Debtor, CASE NO.
11-15351-TA7 (Bankr. D.N.M.).

Debtor Nancy Akbari-Shamirzadi asserted that her former lawyer,
Steven "Tal" Young, committed malpractice while representing her.

Philip Montoya, the Liquidating Trustee of the Debtor's bankruptcy
estate, negotiated with Young about the estate's outstanding claims
against him and reached an agreement, subject to Court approval.

The Debtor objected to the settlement, arguing that the estate has
a valuable malpractice claim against the attorney, so the proposed
consideration is inadequate.

Judge Thuma, however, found that the proposed settlement with Young
is fair, equitable, and in the best interest of creditors, and
approved the settlement.

A copy of the May 15, 2015 memorandum opinion is available at
http://is.gd/MZ8E0Zfrom Leagle.com.

                   About Nancy Akbari-Shamirzadi

Nancy Akbari-Shamirzadi commenced a voluntary Chapter 7 case
(Bankr. D.N.M. Case No. 11-15351) on December 14, 2011.  On
November 13, 2013, the Court entered a Stipulated Order on the
Debtor's Motion to Convert Case to a Case Under Chapter 11.  Nine
days later the Court entered a Stipulated Order Converting Case to
a Case Under Chapter 11.  A liquidating plan was confirmed on
October 27, 2014, under which Philip Montoya was appointed the
Liquidating Trustee of the Debtor's bankruptcy estate.


ALTEGRITY INC: Seeks Nov. 5 Extension of Solicitation Period
------------------------------------------------------------
Altegrity, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend the period by which they
have exclusive right to file a Chapter 11 plan through and
including Sept. 6, 2015, and the period by which they have
exclusive right to solicit votes through and including Nov. 5,
2015.

The Debtors' current exclusive filing period expired on June 8, and
the current exclusive solicitation period will expire on Aug. 7.  A
hearing to consider confirmation of the Debtors' Proposed Plan is
scheduled to commence on July 1.  In an abundance of caution and in
order to preserve the Debtors' exclusivity through confirmation and
effectiveness and to maximize the likehood of emergence in the near
term with minimal distractions, the Debtors seek further extension
of their exclusive periods.

The Debtors are represented by Edmon L. Morton, Esq., Joseph M.
Barry, Esq., and Ryan M. Bartley, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware; and M. Natasha Labovitz,
Esq., Jasmine Ball, Esq., and Craig A. Bruens, Esq., at Debevoise &
Plimpton LLP, in New York.

                      About Altegrity Inc.

Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and software
for data management; and investigative, analytic, consulting, due
diligence, and security services.  Altegrity is principally owned
by investment funds affiliated with Providence Equity Partners.

Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8,
2015.

Jeffrey S. Campbell signed the petitions as president and chief
financial officer.  The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.

M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel.  Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers.  Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.  

Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.

The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services.  Land Line relates that USIS lost key federal background
check contracts.

The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors.  The Creditors'
Committee retained Wilmer Cutler Pickering Hale & Dorr LLP, as lead
counsel, and Bayard, P.A., as Delaware co-counsel.

                           *     *     *

Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on May 15, 2015, approved the disclosure
statement explaining Altegrity, Inc., et al.'s Joint Chapter 11
Plan and scheduled the confirmation hearing for July 1, 2015, at
10:00 a.m. (prevailing Eastern time).

As reported in the April 1, 2015 edition of the Troubled Company
Reporter, the Debtors filed a Joint Chapter 11 Plan and
accompanying disclosure statement that will delever the Company by
approximately $700 million, or 40% of the Debtors' outstanding
debt.

The Plan provides for a 2.2% estimated recovery of allowed general
unsecured claims, which total approximately $82,510,532.  Holders
of Secured Third Lien Notes Claims are poised to recover 7.7% of
their estimated $66,304,133 total amount of claims.  Holders of
Secured Second Lien Notes Claims are poised to recover 48.4% of
their estimated $519,265,011 total amount of claims.

A full-text copy of the Disclosure Statement dated May 16, 2015, is
available at http://bankrupt.com/misc/ALTEGRITYds0516.pdf


APARTMENT INVESTMENT: Fitch Raises Issuer Default Rating From BB+
-----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating ratings for
Apartment Investment and Management Company (NYSE: AIV) and its
operating partnership, AIMCO Properties L.P. to 'BBB-' from 'BB+'.
Fitch has revised the Rating Outlook to Stable from Positive.

KEY RATING DRIVERS

Key factors supporting the upgrade include the material improvement
in leverage and fixed-charge coverage, as well as the creation of a
sizable pool of unencumbered assets.  Fitch expects each to
stabilize around current levels.  AIV's solid liquidity and
portfolio quality are also credit strengths.  Below-average
financial flexibility relative to peers as a result of the small
absolute size of the company's unencumbered pool and fewer capital
sources given the secured-only borrowing strategy balance these
strengths.

LEVERAGE AND COVERAGE IMPROVED; EXPECTED TO STABILIZE

Fitch expects AIV to maintain leverage between 6x - 7x through
business cycles, likely trending towards the lower-end of the range
through 2017 given Fitch's expectation for positive albeit
moderating fundamentals.  Since 2007, AIV has reduced debt by
$3.6 billion and improved leverage to 6.8x at March 31, 2015 from a
peak of 9.2x at Dec. 31, 2010 and 7.5x at Dec. 31, 2014.  Asset
sales, market driven recurring operating EBITDA growth and equity
issuance drove the improvement.  Fitch defines leverage as debt
less readily available cash to recurring operating EBITDA.

Fixed-charge coverage (FCC) has also improved though to a lesser
extent than leverage, and Fitch expects modest improvements through
2017.  FCC was 2.0x for the trailing twelve months (TTM) ended
March 31, 2015 as compared to 2.0x for 2014, 1.9x for 2013 and 1.7x
for 2012.  Fitch defines FCC as recurring operating EBITDA less
recurring maintenance capital expenditures to total cash interest
incurred and preferred dividends.

ASSET UNENCUMBRANCE SUPPORTS UPGRADE

AIV had an unencumbered pool totalling 18 properties with an
estimated stressed value of $600 - $700 million at 1Q15 assuming a
through-the-cycle capitalization rate of its TTM unencumbered NOI.
Growth in the company's unencumbered pool is a primary driver
behind the upgrade.  AIV had only three unencumbered properties
when Fitch initiated ratings in 2Q13.  The pool provides adequate
contingent liquidity coverage to the generally small and episodic
amounts of recourse debt from borrowings under its revolving credit
facility.

The pool's value exceeds the full $600 million available under the
company's unsecured revolver though not by the 2x coverage of total
unsecured debt that is common within Fitch's investment grade rated
REIT portfolio.  A line balance of that magnitude is not within
Fitch's expectations and could result in negative rating momentum.
Fitch does not expect the size of the pool will grow markedly from
current levels and it continues to comprise only a small fraction
of the overall portfolio.

AIV's unencumbered asset coverage of unsecured debt (UA/UD) was not
meaningful given that the line was undrawn at March 31, 2015.
Coverage was 6x of the average revolver balance since 1999 and 14x
of the average revolver balance since 2009.

UNCOMMON BORROWING STRATEGY FOR RATED REIT ISSUER

AIV has a publicly stated strategy of financing via asset-level
non-recourse amortizing mortgages which is common for REITs
generally given the depth of the commercial real estate mortgage
market but uncommon for investment-grade rated REITs.  The
implications of AIV's strategy are mixed.  The lack of recourse
debt, save for periodic and modest draws on the line of credit,
reduces the probability of a default while the unencumbered pool
improves recovery prospects in the unlikely event of a default.
Conversely, maintaining investment grade ratings may be a lower
priority for AIV given fewer commercial incentives to do so.

The corporate rating has only an indirect effect on access to
capital since AIV does not plan to issue long term unsecured debt,
the less critical role sponsor quality plays in mortgage lender
underwriting and the limited effect on interest expense (and
therefore funds from operation and net income) as rating changes
would only impact line of credit pricing.

WELL-LADDERED DEBT MATURITIES & APPROPRIATE LIQUIDITY

AIV maintains sufficient liquidity driven by its staggered debt
maturities, the meaningful amounts of principal amortization on
mortgages and dividend payout policies.  Approximately 23% of AIV's
debt will be repaid via amortization thereby reducing refinancing
risk.  In addition, AIV's dividends have comprised 50 - 60% of
adjusted funds from operations (AFFO) and 80 - 90% of AFFO after
mortgage amortization allowing the company to retain meaningful
amounts of internally generally liquidity.

Combined, these policies create sufficient liquidity which Fitch
estimates sources cover uses by 1.2x for the period April 1, 2015
through Dec. 31, 2016.  Fitch defines liquidity coverage as sources
(unrestricted cash, availability under the revolving credit
facility, committed and undrawn construction financing and retained
cash flow from operations after dividends) to uses (debt maturities
and amortization, remaining development and redevelopment
expenditures and recurring maintenance capital expenditures).

AVERAGE PORTFOLIO QUALITY, IMPROVING

AIV's portfolio quality continues to improve as the company
disposes of its affordable segment (now 10% of net operating
income) and recycles capital from weaker assets (principally those
in markets with below average demographics or limited constraints
on new supply) and into higher quality assets via its pair-trade
strategy that identifies a specific disposition to offset any
acquisition.  For example, acquisitions during 2014 had rents
averaging $1,652 per month and an implied value of $247k per unit
as compared to dispositions at $937 per month and $81k per unit.

Fitch views AIV's portfolio as average relative to its public peers
when measured by average rent per unit, enterprise value per unit
and implied cap rate.  Nonetheless, many of the public peers are
rated 'BBB' or 'BBB+' by Fitch thus indicating that in isolation
from all other credit factors, AIV's portfolio quality alone would
be consistent with a higher rating.

STABLE OUTLOOK

The Stable Outlook reflects Fitch's expectation that while key
metrics and the portfolio quality may continue to improve on the
margin, the majority of the improvements have been completed.
Moreover, absent a material balancing between the unencumbered and
encumbered pools, positive momentum in the ratings is unlikely.

PREFERRED STOCK NOTCHING

The two-notch differential between AIV's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'.

KEY ASSUMPTIONS

Fitch's key assumptions for AIV in Fitch's base case include:

   -- Same-store NOI growth of 5% in 2015, 4% in 2016 and 3.4% in
      2017 to reflect a moderation in operating fundamentals;

   -- G&A to maintain historical margins relative to total
      revenues;

   -- No acquisitions or dispositions beyond those announced as
      Fitch expects any potential investments will be match-
      funded, slightly dilutive on an EBITDA basis and slightly
      accretive on a free cash flow basis;

   -- Development and redevelopment expenditures of $245 million
      through 2017 with modest NOI contributions due to timing and

      stabilization;

   -- Secured debt maturities are largely refinanced with new
      mortgages except for $100 million of principal paydowns;

   -- Recurring capital expenditures to remain between 10-12% of
      recurring operating EBITDA through 2017;

   -- No equity issuance and an AFFO payout ratio before
      amortization of approximately 65% through 2017.

RATING SENSITIVITIES

The ratings assume no change to AIV's financing strategy and that
AIV will not have recourse debt beyond normal use of its revolving
credit facility.  A change or expected change in financing strategy
could result in a change to the ratings and/or Outlook.

Moreover, Fitch does not envision positive momentum in the ratings
and/or Outlook given the relative size of the unencumbered pool and
Fitch's expectation that AIV will not access the unsecured bond
market, similar to all other investment-grade rated REITs. However,
the issuer's asset class and portfolio quality are consistent with
higher ratings if matched with material improvements to contingent
liquidity and financial flexibility via an expansion in the
unencumbered pool.

These factors may have a negative impact on the company's ratings
and/or Outlook:

   -- Fitch's expectation of leverage sustaining above 7.5x (6.8x
      as of March 31, 2015);

   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.0x (2.0x for the LTM ended March 31, 2015);

   -- The encumbrance of or a material deterioration in the value
      of the unencumbered asset pool.

FULL LIST OF RATING ACTIONS

Fitch upgrades these ratings:

Apartment Investment and Management Company
   -- Issuer Default Rating (IDR) to 'BBB- ' from 'BB+';
   -- Secured revolving credit facility to 'BBB- ' from 'BB+';
   -- Preferred stock to 'BB ' from 'BB-'.

AIMCO Properties, L.P.
   -- IDR to 'BBB- ' from 'BB+';
   -- Secured revolving credit facility to 'BBB- ' from 'BB+'.

The Rating Outlook has been revised to Stable from Positive.



BAXANO SURGICAL: June 30 Set as 2nd Administrative Claims Bar Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
June 30, 2015, at 4:00 p.m., as the deadline for filing covered
administrative claims (second administrative claims bar date)
against Baxano Surgical Inc.

The Debtor sought to establish June 30, as the bar date for filing
requests for the allowance of administrative claims incurred from
April 7, 2015, until May 31, 2015.

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

In a separate filing, the Debtor filed amended Schedule E -
Creditors Holding Unsecured Priority Claims.

                       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 its 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.


BEHAVIORAL SUPPORT: Section 341 Meeting Set for July 6
------------------------------------------------------
There will be a meeting of creditors in the bankruptcy case of
Behavioral Support Services, Inc., on July 6, 2015, at 9:00 a.m. at
Orlando, FL (687) Suite 1203B, George C. Young Courthouse, 400 West
Washington Street.  

The deadline for creditors to submit their proofs of claim is Sept.
21, 2015.

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

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

Behavioral Support Services, Inc., operator of an out-patient
mental health care facility, sought Chapter 11 protection (Bankr.
M.D. Fla. Case No. 15-bk-04855) in Orlando, Florida, on June 2,
2015, without stating a reason.  The Chapter 11 petition was signed
by Peter Perley, the chief restructuring officer.

The Debtor disclosed total assets of $13.9 million and total debts
of $497,000 as of June 2, 2015.

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

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


BIG NORTH: Receives Default Notice Under Property Agreement
-----------------------------------------------------------
Big North Graphite Corp. on June 5 disclosed that it has received
notice alleging that it is in default under its property agreement
(as detailed in the Company's press release dated February 5,
2014), as amended, for the El Tejon project in Oaxaca, Mexico.
Under the terms of the Acquisition Agreement, the company was
required to make a cash payment on June 1, 2015.  Pursuant to the
terms of the Acquisition Agreement, Big North has 30 days from
receipt of the notice to cure the default.  In the event that the
Company elects not to cure during the 30 day period, the vendor's
sole and exclusive remedy is limited to the return of the El Tejon
property and Big North will have no further obligations or
liabilities to the vendors pursuant to the Acquisition Agreement or
otherwise.  Management of the Company is currently considering all
options available to it and will issue a further news release once
a definitive decision is made.

Resignation of Directors

Big North has received and accepted letters of resignation from the
Board of Directors from Daniel Bleak and Cesar Guajardo.  Mr. Bleak
served as a Director of Big North from March 3, 2014 until June 1,
2015.  Mr. Guajardo served as a director of the company from
December 31, 2013 to June 4, 2015.  The Board thanks Mr. Bleak and
Guajardo for their service.

Big North Graphite -- http://www.bignorthgraphite.com-- is a
company focused on the exploration and development of select
graphite assets in Mexico and Canada.


BRUSH CREEK: Buyer Backs Out; Debtor Withdraws Plan
---------------------------------------------------
Brush Creek Airport, LLC, informed the U.S. Bankruptcy Court for
the District of Colorado that Timberlane Partners II, LLC, has
exercised its option to terminate the Asset Purchase Agreement
dated March 10, 2015.  Timberlane has also withdrawn its support of
the Debtor's Fourth Amended Plan of Reorganization.

The Debtor on March 30, 2015, submitted the Fourth Amended Plan,
which was premised on the sale of certain lots in the real estate
development owned by the Debtor to Timberlane.  Under the Plan, the
Debtor was to satisfy the secured claims either from the proceeds
of the sale of the lots securing the claims or out of the proceeds
generated by the collateral securing those claims.

Paul P. Guerrieri & Son, Inc., on May 26 filed an objection to the
Plan, said that with the major source of funding the Plan no longer
available to the Debtor because of the termination of the APA,
there is no ability to pay the secured creditor to satisfy its lien
on the property, to pay administrative expenses allowed under 11
U.S.C. Sec. 503, or to pay the unsecured creditors.  Thus the Plan
violates 11 U.S.C. Sec. 1123 and 1129, according to Guerrieri.
Guerrieri, the sole claimant in Class 5, voted to reject the Plan.

                      Plan Hearing Cancelled,
                       Automatic Stay Lifted

A contested evidentiary hearing was set to occur before the Court
on June 2 to 3, 2015, with respect to these issues:

  a. Confirmation of the Debtor's Plan;

  b. a Motion for relief from the automatic stay filed by Community
Banks of Colorado, a division of NBH Bank, N.A., and the Debtor's
objection thereto; and

  c. the Debtor's motion to approve break-up fee and expense
reimbursement with Timberlane and the bank's objection.

In light of the termination of the APA, the Debtor informed the
Court on May 21 that it was no longer seeking confirmation of the
current Plan at the June 2 hearing or approval of the motion to
approve break-up fee.

The Debtor said in its May 21 status report that it is in serious
discussions with at least two other sources of capital to support a
plan of reorganization.  It added that attorneys for the Debtor and
the Bank are engaged in discussions regarding the current
situation.  The parties were to contact the Court regarding whether
the Bank will seek to move forward with its Stay Relief Motion on
June 2, 2015, or the parties will ask to use the scheduled hearing
date for a status conference.

Following a hearing on June 2, Judge Michael E. Romero granted
Community Banks' motion of relief from stay to foreclose on and/or
take possession and control of the Debtor's 91 real estate
development lots located in the Buckhorn Ranch subdivision,
Gunnison County, Colorado.

Community Banks filed its lift stay motion in 2014, citing that it
should be allowed to resume state law proceedings as the Debtor is
a single assets real estate debtor and has not filed a plan of
reorganization that has a reasonable possibility of being
confirmed.  Hearings on the lift stay motion were previously
deferred in light of the amendments to the plan documents and
pending sale of the Debtor's assets to Timberlane.

                    About Brush Creek Airport

Brush Creek Airport, LLC, is the real estate developer of the
Buckhorn Ranch Subdivision in unincorporated Gunnison County, near
Crested Butte, Colorado.  The Buckhorn Ranch Subdivision consists
of 249 lots and features a private airstrip and fishing and
recreational licenses for a portion of the Upper East River.  It
owns 97 improved lots in the Buckhorn Ranch Subdivision that are
available for construction, but upon which no homes have been
built.  It also owns the Upper East River Water Company, LLC, which
provides water taps for lots and water services for homes in the
subdivision.

Brush Creek Airport, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014.
The Debtor estimated assets of $10 million to $50 million and debt
of $1 million to $10 million.

The Debtor has employed Sender Wasserman Wadsworth, P.C. as counsel
and 5280 Accounting Services, LLC, as accountants and bookkeepers.


CALFRAC WELL: Moody's Lowers CFR to B2, Outlook Negative
--------------------------------------------------------
Moody's Investors Service downgraded Calfrac Well Services Ltd's
Corporate Family Rating to B2 from Ba3 and its Probability of
Default Rating to B2-PD from Ba3-PD. Moody's also downgraded
Calfrac Holdings, LP's senior unsecured notes to B3 from B1. The
SGL-2 Speculative Grade Liquidity Rating was affirmed and the
outlook remains negative.

"The ratings downgrade reflects the expected sharp and sustained
decline in Calfrac's EBITDA that will lead to a significant
increase in leverage," said Paresh Chari, Moody's Analyst. "Calfrac
will be challenged in the spot market where many of its competitors
are offering very aggressive pricing which will limit Calfrac's
cash flow generation and as a result leverage is expected to remain
elevated through 2016."

As an administrative matter, Moody's assigned a B2 CFR, B2-PD and
SGL-2 speculative grade liquidity rating to Calfrac Holdings, LP.
The ratings at Calfrac Well Services will be withdrawn within the
next couple of days. In effect the corporate ratings of Calfrac
Well Services are being moved to Calfrac Holdings because it is the
highest entity within the corporate structure that has rated debt.

Downgrades:

Issuer: Calfrac Well Services Ltd.

  -- Probability of Default Rating, Downgraded to B2-PD from
     Ba3-PD

  -- Corporate Family Rating, Downgraded to B2 from Ba3

Issuer: Calfrac Holdings, LP

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     B3(LGD5) from B1(LGD4)

Assignments:

Issuer: Calfrac Holdings, LP

  -- Probability of Default Rating, Assigned B2-PD

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Corporate Family Rating, Assigned B2

Outlook Actions:

Issuer: Calfrac Holdings, LP

  -- Outlook, Remains Negative

Issuer: Calfrac Well Services Ltd.

  -- Outlook, Remains Negative

Affirmations:

Issuer: Calfrac Well Services Ltd.

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

Calfrac Holdings, LP's B2 Corporate Family Rating considers
Calfrac's relatively small size and niche focus on fracturing
services, and resultant exposure to the highly cyclical oil and
natural gas land drilling activities. Calfrac also has limited
fleets under contract increasing exposure to drilling activity and
its growth capex is funding new equipment that is not under
contract. The rating favorably considers the company's high quality
and mobile equipment fleet, technical expertise, geographic
diversity, and strong customer relationships.

Calfrac's revolving credit facility is secured by a first priority
lien on substantially all of Calfrac's North American assets, but
excludes assets in Russia, Mexico and Argentina. Calfrac Holdings,
LP senior notes are unsecured. Under Moody's LGD methodology, the
potential size of the senior secured revolver's (unrated) priority
claim results in a notching down of the notes to B3, one notch
below the B2 CFR.

The Speculative Grade Liquidity Rating of SGL-2 reflects good
liquidity. At March 31, 2015, Calfrac had C$51 million in cash and
about C$305 million available, after C$37 million of letters of
credit, under its C$400 million revolving credit facilities due
September 2018. Cash on hand and drawings under the revolver will
help Calfrac to fund the next 15 months of negative free cash flow
of about C$75 million through June 30,2016. The company is expected
to maintain compliance with its three financial covenants (Funded
Debt to EBITDA not to exceed 2.25x, Total Debt to Capitalization
not to exceed 0.65x, and Current Ratio not to fall below 1.15x)
over this period. The company has no significant debt maturities
until 2020 when the US$600 million notes are due. Alternative
liquidity is limited given that all North American assets are
pledged to the revolver lenders.

The rating outlook is negative reflecting Moody's expectation that
credit metrics will remain weak over the next 12 to 18 months as a
result of an industry decline in well completion activities. The
outlook could be changed to stable if EBITDA appears likely to
improve from expected levels.

The rating could be downgraded if Calfrac's EBITDA to interest
falls below 1.5x, or if liquidity declines materially, or if debt
to EBITDA does not begin to improve in 2016 through modest
increases in EBITDA.

The ratings could be upgraded if debt to EBITDA fell below 4.5x on
a sustainable basis and if EBITDA to interest was above 2.5x.

Calfrac Well Services Ltd. is a Calgary, Alberta-based provider of
hydraulic fracturing services to exploration and production (E&P)
companies.

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


CAVANAUGHS' MOTORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Cavanaughs' Motors, Inc., an Illinois corporation
        1121 North 6th Street
        Monmouth, IL 61462

Case No.: 15-80876

Chapter 11 Petition Date: June 5, 2015

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Hon. Thomas L. Perkins

Debtor's Counsel: Barry M Barash, Esq.
                  BARASH & EVERETT, LLC
                  256 S. Soangetaha Road
                  Galesburg, IL 61401
                  Tel: (309)341-6010
                  Fax: (309)341-1945
                  Email: barashb@barashlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John D. Cavanaugh, president.

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


CHIEF POWER: S&P Assigns 'BB' Rating on $351MM Secured Term Loan B
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' debt
issue rating and '1' recovery rating to U.S. project finance
transaction Chief Power Finance LLC's $351 million senior secured
term loan B facility due 2020 and $40 million senior secured
working capital revolving credit facility due 2019.  The '1'
recovery indicates that lenders can expect to realize 90% to 100%
of the principal if a default occurs.  S&P is assigning the rating
after a review of final transaction documentation.  The outlook is
stable.

"The stable outlook reflects our expectations that operational
performance will continue to be very high and that power prices are
not likely to decline materially from current levels," said
Standard & Poor's credit analyst Terry Pratt.

S&P bases the debt rating on a business risk profile of established
coal power plants with proven track records of performance and
ample fuel supply that are exposed to moderate cash flow risk from
the PJM Interconnection energy and capacity markets with a fair
competitive position and a minimum debt service coverage ratio
(DSCR) of 1.41x, based on a term loan B structure that reduces debt
to a modest level by maturity using a 75% minimum cash flow sweep.


The power plants use supercritical technology and have sound track
records of operational performance and will be fully equipped to
operate under the upcoming Environmental Protection Agency's
Mercury and Air Toxics Standards that begin next year.  Control
technologies allow use of a wide range of regional coal which,
along with a stockpile of 40 days or so and the ability to obtain
coal by rail and truck, minimizes fuel supply risk.  Market risk is
prominent.  Energy revenues are largely tied to volatile natural
gas prices, but capacity revenue is fixed through mid-2018 and
thereafter is likely to remain less volatile than energy revenue.
Also, the project benefits from a capacity sale with Exelon Corp.,
but only through the end of May 2017.

S&P assesses competitive position as fair based on a good market, a
very low cost position, and some barriers to entry.  However, the
low cost position would erode materially if natural gas prices drop
to low levels relative to the price, and in that case, capacity
factors and cash flow materially decline.  The decline would be
offset somewhat by a reduction in coal fuel costs.



CONSOLIDATED COMMUNICATIONS: Moody's Keeps Ratings on Add-on Notes
------------------------------------------------------------------
Moody's says that Consolidated Communications, Inc.'s proposed $300
million tack-on to its existing $200 million 6.5% senior unsecured
notes due 2022 (initially issued by Consolidated Communications
Finance II Co.) is slightly credit positive. The company's B1
Corporate Family Rating and stable outlook remain unchanged at the
present time. Consolidated intends to use the net proceeds of the
offering to redeem all of the company's outstanding $227 million
10.875% senior unsecured notes due 2020, to repay a portion of
outstanding borrowings under the company's revolving credit
facility and to pay related fees and expenses. While a modest
amount of incremental debt will be raised, the company's interest
expense will drop by about $6 million annually and its debt
maturity schedule will be extended a bit.

Consolidated provides integrated communications services in
consumer, commercial and carrier channels in California, Illinois,
Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania,
South Dakota, Texas, and Wisconsin.


CONSOLIDATED CONTAINER: Moody's Alters Outlook to Negative
----------------------------------------------------------
Moody's Investors Service revised Consolidated Container Company
LLC's outlook to negative from stable and affirmed the B3 corporate
family, B3-PD probability of default and instrument ratings. The
revision of the outlook to negative reflects expectations that
credit metrics may remain weak even as the company focuses on
executing its plan to improve profitability.

Moody's took the following actions for Consolidated Container
Company LLC:

  -- Affirmed Corporate Family Rating, B3

  -- Affirmed Probability of Default Rating, B3-PD

  -- Affirmed $370 million senior secured 1st lien term loan due
     July 2019, B2 LGD3

  -- Affirmed $80 million senior secured 2nd lien term loan due
     January 2020, Caa1 LGD4

  -- Affirmed $275 million senior unsecured notes due July 2020,
     Caa2 LGD5

The ratings outlook is negative.

The B3 rating reflects high leverage as a result of a 2014
acquisition and weak operating margins due to underperformance of
the recently acquired recycled resin business and some operational
challenges in the rigid packaging business. Moody's expects some
improvement in performance in 2015 on the back of a strong first
quarter and ongoing cost reduction and margin improvement
initiatives, but credit metrics may remain stretched given resin
volatility, strategy execution risk and expectations of a soft
demand environment. While CCC benefits from its size relative to
some packaging competitors and a significant share of dairy and
bulk water container business, its margins are pressured by the
commoditized product line, fragmented and competitive industry and
high customer concentration. Volume declines by major customers and
raw material volatility will negatively affect CCC's performance.
That said, the company has 70% of its rigid packaging business
under contracts with resin pass-throughs, and typically passes
through resin costs on the remaining business but these
pass-throughs are not contractually obligated. The company lacks
such raw material protections in the recycled resin business. The
company also benefits from having 33% of its plants co-located on
its customer's premises. Moody's expect the company to maintain
adequate liquidity. CCC will need to execute on its operating plan
going forward to improve free cash flow and maintain credit metrics
within the rating category.

The ratings could be downgraded if credit metrics do not improve
meaningfully or there is a deterioration in liquidity or the
operating and competitive environment. The ratings could also be
downgraded if financial aggressiveness increases. Specifically, the
ratings could be downgraded if debt to EBITDA remains above 7.0
times, EBIT to interest coverage remains below 1.0 times, the EBIT
margin remains below 6.0% and/or free cash flow to debt remains
negative on an adjusted basis.

A ratings upgrade is unlikely in the near term given the stretched
credit metrics. The ratings could be upgraded if CCC sustainably
improved its credit metrics within the context of a stable
competitive and operating environment. Specifically, the ratings
could be upgraded if debt to EBITDA declined below 6.0 times, the
EBIT margin increases to above 7.0%, EBIT to interest coverage
rises above 1.3 times, and free cash flow to debt improves to above
5.0%.

Based in Atlanta, Georgia, Consolidated Container Company LLC is
one of the leading domestic manufacturers of rigid plastic
containers for mostly branded consumer products and beverage
companies and a supplier of recycled resin. Revenues for the twelve
months ended March 31, 2015 were $872 million and almost all were
generated domestically. The majority of the company has been owned
by sponsor Bain Capital Partners LLC since 2012.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


CORELOGIC INC: Moody's Affirms Ba2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed CoreLogic, Inc.'s Ba2 corporate
family rating, Ba2-PD probability of default rating, Ba1 senior
secured revolving credit facility and term loan ratings, and B1
senior debentures rating. In addition, Moody's upgraded the senior
unsecured notes rating to Ba3 from B1 and raised the speculative
grade liquidity rating to SGL-1 from SGL-2. The outlook remains
stable.

The Ba2 CFR reflects CoreLogic's strong market position within the
mortgage settlement services market built on long-standing
relationships with several of the largest financial institutions.
This profile leads to generally predictable revenue and cash flow
as reflected in the solid financial performance through the last
economic cycle and during the past year amid the steep drop in
mortgage originations after several years of strong refinancing
activity. However, adverse market conditions (e.g., challenging
housing market, regulatory scrutiny, rising interest rates, etc.)
will continue to challenge operating results as mortgage volumes
will likely remain at trough levels as refinancing activity wanes
partly offset by modest recovery in new purchases.

Nevertheless, the CFR and stable outlook reflect Moody's
expectation of low to mid-single digit revenue growth in 2015 and
2016 driven by the strength of CoreLogic's data analytics business
(about 46% of total revenue), which has benefited from increased
credit and risk management-related activity during the housing
downturn. Despite the industry headwinds, Moody's expects CoreLogic
to continue to improve its operating performance due to cost saving
initiatives, market share gains arising from the mortgage
lending/servicing industry trend towards outsourcing, and the
increasing demand for data analytics (e.g., loan performance and
fraud detection).

While financial leverage has increased with the acquisitions of
Marshall and Swift/Boeckh (MSB) and DataQuick in March 2014,
Moody's expects that adjusted debt to EBITDA will likely moderate
to about 3 times by the end of 2016 (currently 3.7 times). These
acquisitions are consistent with CoreLogic's strategy of
diversifying its business from the core mortgage market, in
particular by building the data analytics business.

The upgrade of the senior unsecured notes rating reflects the lower
relative proportion of senior secured debt in the capital structure
from the repayment of the revolver and term loan and Moody's
expectation of further debt reduction over the next few years. The
SGL-1 rating incorporates Moody's view that CoreLogic will generate
about $225 million of free cash flow ("FCF") in 2015 and 2016,
which will mark at least 4 consecutive years that the company has
generated over $200 million of FCF. In addition, Moody's expects
that CoreLogic will maintain at least $100 million of cash and
marketable securities ($112 million as of March 31, 2015) to ease
the company's exposure to the industry cycle.

The ratings could be upgraded if CoreLogic demonstrates organic
revenue and earnings growth while improving leverage such that free
cash flow to debt exceeds 15%, debt to EBITDA improves to the mid 2
times level, and operating margins are sustained above 20%. The
ratings could be downgraded if CoreLogic engages in significant
share buyback or acquisition activity or experiences a decline in
profitability such that adjusted debt to EBITDA remains above mid 3
times, or free cash flow to debt decreases to less than 10% for an
extended period of time.

Ratings affirmed:

  -- Corporate family rating -- Ba2

  -- Probability of default rating -- Ba2-PD

  -- Revolving credit facility -- Ba1 (LGD 2)

  -- Term Loan A -- Ba1 (LGD 2)

  -- Senior debentures -- B1 (LGD 6)

Ratings upgraded:

  -- Senior unsecured notes -- Ba3 (LGD 5) from B1 (LGD 5)

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

The rating outlook is stable.

CoreLogic, Inc., with projected annual revenues nearing $1.5
billion, is a leading provider of property and mortgage data and
analytics, as well as loan processing 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.


CORINTHIAN COLLEGES: US Trustee Appoints Creditors Committee
------------------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors of
Corinthian Colleges Inc. to serve on an official committee of
unsecured creditors:

     (1) Campus Student Funding LLC
         Attn: Warren Brasch
         5300 Meadows Rd., Ste. 400
         Lake Oswego, OR 97035
         Phone: 503-419-3500
         Fax: 503-419-3530  

     (2) McKinley Avenue LLC
         Attn: Therese Burkhart
         2000 S. 14th St.
         Milwaukee, WI 53204
         Phone: 414-630-0252
         Fax: 414-383-3353

     (3) Lampert at 25500 Industrial Blvd. LLC,
         Attn: Roland Lampert
         900 Veterans Blvd., 410
         Redwood City, CA 94063
         Phone: 650-367-0854
         Fax: 650-367-0858

     (4) Guy Q. Reynolds
         2322 Amethyst
         Santa Clara, CA 95051
         Phone: 408-497-4384

     (5) Marriott Hotel Services Inc.
         Attn: Andrew Wright
         10400 Fernwood Rd.
         Bethesda, MD 20817
         Phone: 301-380-1607
         Fax: 301-380-6727

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

                     About Corinthian Colleges

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The Chapter 11
petitions are being jointly administered under the caption In re:
Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC).  The
cases are assigned to Judge Kevin J. Carey.

Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.

Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI
Consulting, Inc., as restructuring advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

Corinthian Colleges disclosed total assets of $19.2 million and
total liabilities of $143.1 million in its petition.


DDR CORP: Fitch Affirms 'BB' Rating on $350MM Preferred Stock
-------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings for DDR Corp. (NYSE:
DDR or the company) including the Issuer Default Rating at 'BBB-'.
The Rating Outlook is Stable.

KEY RATING DRIVERS

The affirmation of the IDR at 'BBB-' takes into account DDR's
credit strengths including ongoing improvements in the quality of
the company's retail property portfolio and the management team's
focus on refining the asset base and simplifying the business.  DDR
benefits from strong expected fixed-charge coverage for the rating,
a granular tenant roster with select quality credit tenants, and
proven access to various sources of capital.  Leverage is
anticipated to remain at the higher end of the range Fitch
considers appropriate for the 'BBB-' rating over the next 12-to-24
months.

Credit concerns include a liquidity coverage ratio of below 1.0x
assuming no access to external capital sources and when taking into
account the company's development pipeline.  In addition, DDR
continues to grow its unencumbered pool, but Fitch projects that
unencumbered asset coverage of unsecured debt will remain weak for
the 'BBB-' rating.

Improving Asset Quality

DDR is executing on its strategic plan, which entails owning and
operating market-dominant power centers in select markets with
favorable population demographics and thereby generating consistent
cash flow, while opportunistically engaging in capital recycling.
Portfolio transformation is evidenced by the presence of more
market-dominant power centers, with the average property size
increasing to approximately 325,000 square feet as of March 31,
2015 compared to approximately 190,000 square feet as of Dec. 31,
2008.  In addition, the leased rate improved to 95.5% as of March
31, 2015 from 92.2% in 2008, and average rent per square foot
increased to $14.02 in first quarter 2015 (1Q'15) from $12.34 as of
Dec. 31, 2008.

DDR, led by its new Chief Executive Officer and Chief Financial
Officer, initiated changes in its investment strategy by
accelerating disposition plans for lower quality assets, and
expected sales should result in an improved credit profile.  In
1Q'15, the company incurred $279 million of non-cash impairment
charges related to 25 operating shopping centers and five parcels
of land, which management has identified as disposal candidates
over the next two years.  These impairments did not impact key
credit metrics and the company estimates that the to-be-sold assets
are located in markets with weaker demographics with household
income and population levels that are approximately 20% to 30%
lower than the remaining assets.  Net proceeds from asset sales
will be used primarily towards funding acquisitions and
development.

Ongoing Portfolio Review and Simplification

DDR segmented the portfolio by examining market and asset factors.
This analysis was predicated on the company's focus on power
centers based on the belief that they have greater scale, a larger
mix of tenants and serve larger trade areas than grocery-anchored
neighborhood shopping centers.  Currently, DDR's portfolio
demographics are weaker than those of other U.S. shopping center
REITs, as measured by population density and average household
income.

The company continues to simplify the business as evidenced by a
settlement agreement announced in 1Q2015 involving the Coventry II
Fund whereby DDR acquired its partner's 80% interest in Buena Park
Place in Orange County, California and transferred its 20%
ownership interest in 21 of the remaining 22 assets of the Coventry
II Fund investments.  This announcement resolves the lawsuit filed
by Coventry Real Estate Advisors L.L.C. and its affiliates in 2009
and underscores that going forward, DDR's joint ventures will
primarily be maintained with large institutional partners such as
affiliates of The Blackstone Group LP (Fitch IDR of 'A+' with a
Stable Outlook) and affiliates of TIAA-CREF Life Insurance Company
(Fitch IDR of 'AAA' with a Stable Outlook), which Fitch views
favorably.

Strong Leasing Spreads and Fixed Charge Coverage

Blended leasing spreads on new and renewal leases were 9.9% in
1Q'15 following 9.1% growth in 2014, 8.3% growth in 2013 and 6.7%
growth in 2012.  New lease rates on comparable space averaged
$17.79 in 1Q'15.  Though this level is below expiring rents for the
remainder of 2015, it exceeds the weighted average for 2016-2017
lease expirations, indicative of future positive leasing spreads.
As of March 31, 2015, 4.9% of leases expire for the remainder of
2015 followed by 12.4% in 2015 and 13.4% in 2016. Consolidated
same-store NOI grew by 2.7% in 1Q2015, 2.9% in 2014, 3.1% in 2013
and 3.7% in 2012.

DDR's fixed-charge coverage ratio was 2.4x for the first quarter of
2015 (also 2.4x for the trailing twelve months ended March 31,
2015), up from 2.3x for 2013 and 2.0x in 2012.  Organic EBITDA
growth and re-development EBITDA growth were the primary
contributors to the improvement.  Under Fitch's base case whereby
the company generates 3% same-store NOI growth in 2015 (due to
positive releasing spreads and a minor uptick in occupancy)
followed by a slight moderation in 2016-2017, fixed charge coverage
would be in the mid-to-high-2x range, which would be strong for the
'BBB-' rating.  In a stress case not anticipated by Fitch in which
same-store NOI declines by levels experienced in 2009-2010,
fixed-charge coverage would remain in the low-to-mid 2x range,
which would remain solid for the 'BBB-' rating.  Fitch defines
fixed-charge coverage as recurring operating EBITDA including
recurring cash distributions from unconsolidated entities less
recurring capital expenditures and straight-line rent adjustments,
divided by total interest incurred and preferred stock dividends.

Secular Retailer Trends Favor Power Centers

DDR has limited tenant concentration.  Major tenants are TJX
Companies (3.4% of rental revenues in 1Q'15), PetSmart (3.0%), Bed
Bath & Beyond (2.9%), Walmart (Fitch IDR of 'AA' with a Stable
Outlook at 2.6%), and Kohl's (Fitch IDR of 'BBB+' with a Stable
Outlook at 2.4%).  The top 10 and 20 tenants comprise 23.9% and
35.7%, respectively, of 1Q'15 rental revenues.  Numerous retailers
are exploring larger footprints, which should bolster power center
demand.  Value/convenience retailers continue to grow, while
non-traditional grocers have gained the market share of traditional
retailers, which bodes well for DDR's tenants such as Walmart and
Whole Foods.

Proven Access to Capital

DDR is a seasoned issuer of multiple sources of capital.  Since
2006, the company issued approximately $4 billion of bonds (the
latest of which was a January offering of $500 million of 3.625%
10-year notes), $350 million of preferred stock, and approximately
$4.3 billion of equity via follow-on common offerings and
at-the-market program issuance at a weighted average premium to
consensus mean net asset value of 3.4% according to SNL Financial.
In April 2015, DDR recast its primary $750 million unsecured
revolving credit facility, extending the final maturity date to
June 2020, including options, and reducing the pricing on the
facility by 15 basis points to LIBOR plus 100 basis points.  The
company also recast its smaller credit facility to $50 million from
$65 million under the same pricing terms and entered into a $400
million unsecured term loan with Wells Fargo Bank, with pricing
currently set at LIBOR plus 110 basis points.

Leverage at the High End of Range for 'BBB-'

Leverage was 7.3x in 1Q15 (also 7.3x for the TTM ended March 31,
2015), down from 7.5x in 2014 and 8.2x in 2013.  Leverage was
skewed upward for full-year 2013 due to the timing of the company's
October 2013 acquisition of a portfolio of 30 power centers
previously owned by a joint venture with Blackstone Real Estate
Partners VII L.P. for $1.46 billion.  Fitch projects that leverage
will be between 7.0x and 7.5x over the next 12-to-24 months, which
would be at the high end of the range appropriate for the 'BBB-'
rating, principally due to organic EBITDA growth. In the
above-mentioned stress case, leverage would exceed 7.5x, which
would be inconsistent with an investment-grade rating.  Fitch
defines leverage as debt less readily available cash divided by
recurring operating EBITDA including recurring cash distributions
from unconsolidated entities.

2015 Debt Maturities and Development Negatively Impact Liquidity

Liquidity coverage is weak at 0.8x for the period April 1, 2015 to
Dec. 31, 2016.  Fitch defines liquidity coverage as sources divided
by uses.  Liquidity sources include readily available cash,
availability under the company's unsecured revolving credit
facilities pro forma for the amendments (pro forma), the company's
committed but undrawn term loan commitment, and projected retained
cash flows from operating activities.  Liquidity uses include pro
rata debt maturities, projected recurring capital expenditures and
cost to complete development through 2016.  The liquidity coverage
ratio is weighed down by 2015 debt maturities, which total 17.0% of
total debt pro forma.  If 80% of secured debt maturities during
2015 - 2016 are refinanced, liquidity coverage would improve to
1.0x, however Fitch does not view this as a likely scenario since
the company intends to continue unencumbering the portfolio.

The company's AFFO payout ratio was 67.8% in 1Q'15, up from 62.6%
in 2014 and 61.2% in 2013.  Based on the current payout ratio, the
company retains approximately $120 million annually in internally
generated liquidity.

Cost-to-complete development represented 4.2% of undepreciated
assets as of March 31, 2015, up from 1.9% as of year-end 2013 and
0.7% as of year-end 2012 and surpassing the 3.5% level as of
year-end 2007.  Overall, redevelopment should improve asset quality
and cash flow growth as DDR generally targets an unlevered cash on
cost in excess of 10%.

Low Unencumbered Asset Coverage

As of March 31, 2015, DDR's unencumbered assets (defined as
unencumbered NOI divided by a stressed 8% capitalization rate)
covered net unsecured debt by 1.7x, which is low for the 'BBB-'
rating.  Unencumbered asset coverage has trended around 1.6x-1.7x
over the past several years and Fitch expects the ratio to remain
flat through 2016, absent equity-funded acquisitions of
unencumbered real estate.  DDR continues to add quality assets to
the unencumbered pool and the quality of the unencumbered pool is
similar to that of the encumbered pool.

Preferred Stock Notching

The two-notch differential between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'.  Based on Fitch's hybrids criteria, these
preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

KEY ASSUMPTIONS

The key assumptions for DDR in Fitch's base case include:

   -- 3% same-store NOI growth in 2015 followed by 2.5% growth in
      2016 and 2.0% in 2017;

   -- Interest income growth to $28 million through 2017 stemming
      from the BRE DDR Retail Holdings III and Blackstone II
      acquisition transactions in 2014;

   -- G&A to decline slightly relative to total revenues as the
      company endeavors to focus on fewer larger assets via
      expected asset sales;

   -- $437 million of dispositions in 2015 followed by $100
      million total in 2016 - 2017 at 7.5% cap rates;

   -- $500 million of acquisitions and development in 2015
      followed by $400 million in 2016 and $350 million in 2017 at

      blended 8.5% stabilized yields;

   -- Debt repayment with the issuance of new unsecured bonds;

   -- Recurring capex divided by recurring operating EBITDA in the

      7% - 8% range;

   -- $100 million of equity issuance in 2015 with no additional
      issuance through 2017 and an AFFO payout ratio of
      approximately 65% - 70% through 2017; however, equity
      issuance is at management's discretion and Fitch notes that
      DDR's common shares are currently trading at an 11.5%
      discount to consensus mean net asset value according to SNL
      Financial.

RATING SENSITIVITIES

These factors may have a positive impact on DDR's ratings and/or
Outlook:

Fitch's expectation of leverage sustaining below 6.5x is the
primary factor for positive momentum on the ratings and/or Outlook,
since this metric is more consistent through interest rate cycles
(March 31, 2015 TTM leverage was 7.3x);

   -- Fitch's expectation of growth in the size and quality of the

      unencumbered pool with unencumbered assets (unencumbered NOI

      divided by a stressed capitalization rate of 8.0%) to net
      unsecured debt of 2.5x is another important positive
      sensitivity (this metric is 1.7x as of March 31, 2015);

   -- Fitch's expectation of fixed-charge coverage sustaining
      above 2.3x is a less meaningful ratings sensitivity for
      positive momentum as it is less consistent through interest
      rate cycles (TTM fixed-charge coverage is 2.4x).

These factors may have a negative impact on DDR's ratings and/or
Outlook:

   -- Fitch's expectation of leverage sustaining above 7.5x;

   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.0x;

   -- Base-case liquidity coverage sustaining below 1.0x (this
      ratio is 0.8x for April 1, 2015 to Dec. 31, 2016).

FULL LIST OF RATING ACTIONS

Fitch has affirmed these ratings:

DDR Corp.

   -- IDR at 'BBB-';
   -- $800 million unsecured revolving credit facilities at
      'BBB-';
   -- $400 million unsecured term loan at 'BBB-';
   -- $343 million senior unsecured convertible notes at 'BBB-';
   -- $2.9 billion senior unsecured notes at 'BBB-';
   -- $350 million preferred stock at 'BB'.

The Rating Outlook is Stable.



DELL INTERNATIONAL: S&P Retains 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
ratings and '1' recovery ratings to Round Rock, Tex.-based
information technology solutions provider Dell International Inc.'s
$4.36 billion senior secured term loan B-2 and EUR825 million term
loan.  Proceeds from the debt issuance will be used to repay the
company's existing senior secured term loan B and European term
loan.

These new term loans will have a lower LIBOR spread than the term
loans to be repaid, but will have the same maturity dates.  This
transaction does not affect S&P's 'BB+' corporate credit rating on
the parent company, Dell Inc.

RATINGS LIST

Dell Inc.
Corporate Credit Rating                   BB+/Stable

New Rating

Dell International Inc.

$4.36 bil. term loan B-2
Senior Secured                            BBB
  Recovery Rating                          1
EUR825 million term loan
Senior Secured                            BBB
  Recovery Rating                          1



DESARROLLADORA HOMEX: Begins Plan Solicitation in Mexico
--------------------------------------------------------
Desarrolladora Homex, S.A.B. de C.V. on June 5 disclosed that the
Company has commenced the solicitation process, to vote for the
Concurso Mercantil plan as presented by the conciliador, for the
7.50% Senior Notes due 2015, 9.50% Senior Notes due 2019 and 9.75%
Senior Notes due 2020, in compliance with applicable U.S. law,
which will currently expire on June 12, 2015.  At this stage the
Company intends to submit the executed Concurso Mercantil plan to
the Mexican bankruptcy court on or about June 15, 2015.  Holders of
the Notes are urged to take steps to vote in favor of (or sign) the
Reorganization Plan well before June 12, 2015, so that votes (and
signatures) may be processed and counted in a timely and effective
fashion.

All inquiries relating to this press release, the solicitation
process and the exchange of the Notes should be directed to Epiq
Systems at +1(646) 282-2500 or toll-free in the U.S. at (866)
734-9393, or by e-mail at tabulation@epiqsystems.com (please
include "Homex" in the subject line).

                         About Homex

Desarrolladora Homex, S.A.B. de C.V. is a vertically integrated
home-development company focused on affordable entry-level and
middle-income housing in Mexico.


DRD TECHNOLOGIES: Meeting of Creditors Set for June 30
------------------------------------------------------
The meeting of creditors of DRD Technologies Inc. is set to be held
on June 30, 2015, at 1:30 p.m., according to a filing with the U.S.
Bankruptcy Court for the Northern District of Alabama.

The meeting will be held at the Federal Building, Room 200, Cain
St. Entrance, at Decatur, Alabama.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                      About DRD Technologies

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

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

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


EAST LIVERPOOL HOSP.: Moody's Cuts Rating on $7MM Bonds to Caa1
---------------------------------------------------------------
Moody's Investors Service downgrades East Liverpool City Hospital's
(ELCH) bond rating to Caa1 from B2 affecting $7 million of
outstanding bonds issued by the City of East Liverpool, Ohio. The
rating outlook is negative.

The multi-notch downgrade to Caa1 reflects the inability to
complete the merger with Mercy Health, increased acceleration risk
of bank-supported debt, continued material 8% liquidity decline in
first quarter 2015, and very high operating cash flow losses
including large physician-related losses. The estimated cash burn
is $10 million annually, including total cashflow losses, debt
service and minimal capital spending. The hospital is at high risk
to severe and sudden liquidity contraction because of a covenant
breach under bank-related debt, which allows the bank to demand
repayment immediately or impose further liquidity restrictions. The
hospital's viability is also threatened by its small size in a
demographically challenged market.

A further downgrade is avoided at this time based on the hospital's
current cash position which still exceeds total debt and can absorb
the estimated cash burn above for 2-3 years.

The negative outlook reflects the high risk of debt acceleration
and likely rapid decline in liquidity as well as potential for
bankruptcy filing or troubled debt restructuring. Reduction of
significant operating losses is challenged by high physician
subsidies and the presence of unions.

What Could Make the Rating Go UP:

- Unlikely in the near term given severe operating losses,
   decline in liquidity and acceleration risk

- Material and sustained improvement in operating margins

- Elimination or significant reduction of acceleration risk

- Merger with a stronger partner and guarantee or assumption of
   debt

What Could Make the Rating Go Down:

- Acceleration of debt, bankruptcy or troubled debt
   restructuring

- Change in bank agreement that results in further liquidity
   contraction

- Inability to complete merger with another partner

- Further declines in liquidity

- Increase in cashflow losses

East Liverpool City Hospital is a small basic acute care community
hospital in East Liverpool, OH. The hospital is one of three
subsidiaries of River Valley Health Partners, Inc. (RVHP). RVHP
operates as a parent holding company for the hospital, Ohio Valley
Home Health Services, Inc. (OVHHS), and River Valley Professionals,
LLC (RVP).

Bonds are secured by a gross revenue pledge from the hospital and
debt service reserve fund, as defined in the bond documents.

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


ENDEAVOUR INT'L: Gets Court's Approval to Auction Assets on Aug. 11
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Endeavour Operating Corporation, et al., to sell substantially all
of their U.S. assets and implement procedures governing the auction
and sale of the assets.

As reported in the Troubled Company Reporter on May 19, 2015, the
Debtors' counsel, Zachary I. Shapiro, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware told the Court that after
evaluating different courses of action, the Debtors have determined
in their business judgment that a timely sale of all or part of the
Assets is in the best interests of the Debtors, their estates and
creditors, and all parties in interest under the circumstances.

A protracted Chapter 11 case could, among other things, permanently
deplete the value of the Debtors' estates, while the Sale
Transaction will preserve and protect the value of the Assets with
the ultimate goal of maximizing the benefit to the Debtors' estates
and their stakeholders, Mr. Shapiro added.

In furtherance of the same goal, certain non-Debtor affiliates are
exploring restructuring alternatives, including preparing for the
commencement of a separate marketing process in the U.K. for the
sale of substantially all of their U.K.-based oil and gas assets.

The proposed bid procedures establishes the following timeline:

   Deadline to Serve Sale Notice and
   Notice of Assumption and Assignment    -- May 22, 2015
   Sale Notice Publication Deadline       -- June 10, 2015
   Assumption and Assignment Objection
   Deadline                               -- June 10, 2014
   Stalking Horse Bid Deadline            -- June 22, 2015

   Stalking Horse Designation Deadline    -- July 8, 2015
   Stalking Horse Objection Deadline      -- July 14, 2015
   Stalking Horse Reply Deadline          -- July 17, 2015
   Stalking Horse Hearing                 -- July 21, 2015
   Stalking Horse Defect Notice Deadline  -- August 3, 2015
   Bid Deadline                           -- August 4, 2015
   Deadline to Notify Qualified Bidders   -- August 7, 2015
   Auction                                -- August 11, 2015
   Deadline to Publish Auction Results    -- August 14, 2015
   Sale Objection Deadline                -- August 18, 2015
   Sale Reply Deadline                    -- August 24, 2015
   Sale Hearing                           -- August 25, 2015

The Bid Procedures Hearing is scheduled for May 20, 2015, at 3:00
p.m.

The ad hoc committee of certain holders of the 12% Priority Notes
due 2018 filed a statement and reservation of rights, said that
while the Ad Hoc Committee does not oppose the approval of the Bid
Procedures in order to market the Assets and receive bids, it is
not apparent at this time that a Sale Transaction would be a value
maximizing transaction for the Debtor's estates.  This process
might ultimately not be in the best interests of the creditors of
such estates, the Ad Hoc Committee argued.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in
Wilmington, Delaware, the Ad Hoc Committee's counsel, asserts that
the panel's concerns with respect to the sale process arise, in
part, from the improving commodity pricing environment that the
Debtors and the oil and gas industry have experienced over recent
months.  In addition, the price of West Texas Intermediate crude
oil and Henry Hub natural gas have shown signs of improvement
recently, Mr. Butz tells the Court.  Thus, it is not at this time
clear to the Ad Hoc Committee that a sale of the Assets will be the
optimal path forward compared to other restructuring alternatives
for the Debtors, Mr. Butz asserts.

                   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.


FLEXTRONICS INT'L: Moody's Rates New $500MM Unsecured Notes 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 (LGD3) rating to
Flextronics International Ltd.'s $500 million senior unsecured note
offering. The proceeds of the notes will be used for general
corporate purposes, including funding the pending $500 million
acquisition of Mirror Controls International. All other ratings
including, the Ba1 Corporate Family Rating (CFR) remain unchanged.
The outlook is positive.

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

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

The Ba1 (LGD-3) rating of the senior unsecured notes was assigned
using Moody's Loss Given Default (LGD) Methodology. Moody's notes
that Flextronics has significant international accounts payable
balances at the foreign subsidiaries, the majority of which are
deemed subordinate to the unsecured debt at the parent, due to the
upstream guarantees supporting the parent debt and the cash flows
generated at the guarantee subsidiaries.

The positive rating outlook reflects Moody's expectation that
Flextronics will continue to maintain steady customer relationships
and demonstrate improving operating performance which can expand
its profitability and potentially deliver returns on invested
capital that are commensurate with an investment grade rating.

What Could Change the Rating -- UP

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

What Could Change the Rating -- DOWN

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

Rating Actions:

  -- Senior Unsecured Notes due 2025 --- Assigned Ba1 (LGD3)

Based in Singapore, with operating headquarters in Santa Clara, CA,
Flextronics Corporation is one of the world's largest electronics
manufacturing services (EMS) companies providing a full spectrum of
integrated, value-added solutions to original equipment
manufacturers (OEMs).

The principal methodology used in this rating 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.


FRAC SPECIALISTS: Court Orders Joint Admininistration of Cases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
ordered the joint administration of the Chapter 11 cases of Frac
Specialists, LLC, et al., for procedural purposes only.

The Court also ordered that the order would not mean substantive
consolidation of the respective estates.

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

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

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

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


FREDERICK'S OF HOLLYWOOD: Sold to Authentic Brands for $22.5-Mil.
-----------------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Judge Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware authorized Frederick's of Hollywood Inc., et
al., to sell substantially all of their assets to Authentic Brands
Group LLC for $22.5 million.

According to the report, the sale approval came after an auction
was cancelled because ABG's bid met no competition.  The $22.5
million purchase price is subject to reduction based on inventory
value, the Bloomberg report said.  In addition to the purchase
price, ABG will also give Frederick's 25% of revenue in perpetuity
from the purchased brands, net of expenses, after ABG gets the
first $10 million, the report related.

                         About Frederick's

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

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

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

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

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


G STREET REMNANT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: G Street Remnant Shop, Ltd.
        12220 Wilkins Ave
        Rockville, MD 20852

Case No.: 15-18075

Chapter 11 Petition Date: June 5, 2015

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Wendelin I. Lipp

Debtor's Counsel: Janet M. Nesse, Esq.
                  MCNAMEE, HOSEA, ET AL
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: 301-441-2420
                  Email: jnesse@mhlawyers.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joel Greenzaid, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-18075.pdf


GOODMAN TANK: Meeting to Form Creditors' Panel Set for June 18
--------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on June 18, 2015, at 10:00 a.m. in the
bankruptcy case of Goodman Tank Lines, Inc.

The meeting will be held at:

         Office of the U.S. Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

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

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

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

Goodman Tank Lines, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. P.A. Case No. 15-13768) on May 29, 2015,
estimating its assets between $500,000 to $1 million and
liabilities between $10 million to $50 million each.  The petition
was signed by Craig D. Goodman, President.

Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Company's local counsel.


GRAND CENTREVILLE: Kang Trustee Wins Confirmation of Plan
---------------------------------------------------------
The Chapter 11 reorganization plan for debtor Grand Centreville,
LLC, that was filed by the Chapter 11 trustee named in the separate
bankruptcy case of Min Sik Kang and Man Sun Kang, was confirmed by
Judge Robert G. Mayer at a hearing on June 3.

Raymond A. Yancey, Chapter 11 trustee for the bankruptcy estates of
Min Sik Kang and Man Sun Kang, filed a plan that contemplates a
sale of the Debtor's shopping center in Fairfax County, Virginia,
to JBG Associates, L.L.C., for $55,500,000 in cash.  In the event
an entity with standing to object to the Plan files an objection to
the Plan on account of a binding irrevocable higher offer to
purchase the Shopping Center, the Debtor will hold an auction,
provided that a competing bid must provide for a purchase price
that's at least $250,000 higher than JBG's offer.  Under the Plan,
Wells Fargo's claim is unimpaired, and Wells Fargo on the Effective
Date will receive full payment for the portion of the secured claim
that is not in dispute.  Holders of general unsecured claims will
recover 100 cents on the dollar.  The Kang Trustee will hold and
retain 100% of the membership interest in the Debtor.

Only interest holders were entitled to vote on the Plan as claims
were unimpaired under the Plan.  According to the tally of ballots,
the two holders of interests timely submitted ballots accepting the
Plan.

Objections to confirmation of the Plan were filed by: (1) Wells
Fargo Bank, N.A., as Trustee for the Registered Holders of JPMorgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-CIBC13, and (2) James Y.
Sohn.

Wells Fargo submitted a competing plan in the Chapter 11 case.  To
refute claims by Wells Fargo that it is impaired under the Kang
Trustee's Plan, the Kang Trustee pointed out that the Plan
specifically provides that the Debtor will pay "the amount of
[Wells Fargo's] claims as determined by the Bankruptcy Court."

Mr. Sohn filed a limited objection to the Plan on the grounds that
it "does not provide a basis for reviewing the administrative
expenses to be charged to the Debtor's estate."  The Trustee says
that based on discussions among counsel, it appears that Mr. Sohn's
objection has been resolved.

In his June 3 ruling, Judge Mayer ruled that the Plan satisfies the
requirements for confirmation set forth in the Bankruptcy Code.
The judge also ruled that JBG Associates' offer was made in good
faith and represents the highest and best offer for the Debtor's
property.

                           Plan Timeline

On Feb. 12, 2015, Raymond A. Yancey, Chapter 11 trustee for the
bankruptcy estates of Min Sik Kang and Man Sun Kang, filed a
proposed Chapter 11 Plan of Reorganization and Disclosure Statement
for Grand Centreville.

On March 6, 2015, creditor Wells Fargo Bank, N.A., as trustee for
the registered holders of JP Morgan Chase Commercial Mortgage
Securities Corp., filed a proposed Chapter 11 plan of
reorganization and disclosure statement for the Debtor.

On April 7, 2015, the Kang Trustee filed his opposition to the
disclosure statement explaining the Secured Creditor's Plan.  On
the same day, Wells Fargo submitted a limited objection to the
approval of the disclosure statement explaining the Kang Trustee's
Plan.

On April 14, 2015, the Court held a hearing to consider the Wells
Fargo Disclosure Statement and Kang Trustee Disclosure Statement.

On April 14, 2015, the Kang Trustee filed his First Amended Plan of
Reorganization and Disclosure Statement.  

On April 17, 2015, Wells Fargo filed a First Amended Plan and
Disclosure Statement.

At the April 28 hearing, the Court approved the Kang Trustee
Disclosure Statement and scheduled a June 3 hearing to consider
confirmation of the Kang Trustee Plan.  The Court continued the
hearing on the Wells Fargo Disclosure Statement to June 3.

A copy of the Court's order confirming the First Amended Plan is
available for free at:

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

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

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

A copy of the plan supplement regarding the assignment of
warranties is available for free at:

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

A copy of the Kang Trustee's Amended Disclosure Statement is
available for free at:

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

The Kang Trustee's Special Counsel can be reached at:

         Bradford F. Englander, Esq.
         WHITEFORD TAYLOR PRESTON, LLP
         3190 Fairview Park Drive, Suite 300
         Falls Church, VA 22042
         Telephone: (703) 280-9081
         Facsimile: (703) 280-3370
         E-mail: benglander@wtplaw.com

Wells Fargo's attorneys can be reached at:

         Gregory A. Cross, Esq.
         Frederick W. H. Carter, Esq.
         Catherine G. Allen, Esq.
         VENABLE LLP
         750 E. Pratt Street, Suite 900
         Baltimore, MD 21202
         Telephone: (410) 244-7400
         Facsimile: (410) 244-7742
         E-mail: fwhcarter@venable.com

               - and -

         William C. Crenshaw, Esq.
         Mona M. Murphy, Esq.
         AKERMAN LLP
         750 9th Street, N.W., Suite 750
         Washington, DC 20001
         Telephone: (202) 393-6222
         Facsimile: (202) 824-1795
         E-mail: bill.crenshaw@akerman.com

                     About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represent the Debtor as counsel.

The Debtor owns the real property located in Fairfax County,
Virginia, commonly known as the Old Centreville Crossing Shopping
Center, together with a 171,631 square foot building thereon. In
its schedules, the Debtor disclosed that its assets total
$40,550,046 and liabilities total $26,247,602 as of the Petition
Date.

Grand Centreville's chapter 11 proceeding is related to the
Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D.
Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010.  Prior to March
16, 2009, the Kangs indirectly owned 100% of the economic
interests in the Debtor and, through their 100% ownership of Grand
Formation, controlled all management rights with respect to Grand
Centreville.  On Jan. 7, 2013, the Court entered an Order
directing the United States Trustee to appoint a chapter 11
trustee for the Kangs' case.  On the same date, the U.S. Trustee
appointed Raymond A. Yancey as chapter 11 trustee for the Kangs'
case, which appointment the Court approved on Jan. 16, 2013.

Wells Fargo Bank N.A., the secured creditor, is represented by
William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman
LLP.

Special Counsel to Raymond A. Yancey, Chapter 11 Trustee in the
Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at
Whiteford Taylor & Preston, L.L.P.  Counsel for Yeon K. Han is
Timothy J. McGary, Esq.  Counsel for James Y. Sohn is James R.
Schroll, Esq., at Bean, Kinney & Korman, P.C.


GROVE ESTATES: Court Confirms Amended Plan
------------------------------------------
Following a hearing on June 3, 2015, Judge Robert N. Opel, II,
entered an order confirming Grove Estates, L.P.'s Chapter 11 plan,
as fined Nov. 3, 2014, and modified on April 27, 2015.

Judge Opel ruled that the Amended Plan has satisfied the
requirements of confirmation set forth in 11 U.S.C. Sec. 1129(a).

Secured creditors Susquehanna Bank and M&T Bank (Class 2) voted to
accept the Plan.  Unsecured claims and equity interests are
unimpaired under the Plan.

Susquehanna Bank has entered into a settlement with the Debtor
which resolves all issues pertaining to debts associated with all
parcels associated with the 91+ acre Grove Estates Tract in York
Township, York County, Pennsylvania.  Pursuant to the settlement,
Grove Estates and other Pasch entities will deliver to Susquehanna
deeds in lieu of foreclosure to various properties, and on Aug. 28,
2015, the Pasch entities will pay $5,115,000 by Aug. 28, 2015, and
make payments to the bank commencing in August 2020.

The other secured creditor, M&T Bank, will be paid by sale of their
collateral consisting of the 10 residential building lots.

A copy of the Confirmation Order, as well as the latest iteration
of the Plan, and its exhibits, is available for free at:

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

                       About Grove Estates

Grove Estates, LP, an operator of land development business in
York, Pennsylvania, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 14-04368) on Sept. 23,
2014.  The case is assigned to Judge Robert N Opel II.

The Debtor's counsel is Robert L Knupp, Esq., at Smigel, Anderson
&
Sacks, LLP, in Harrisburg, Pennsylvania.  The Debtor's accountant
is Francis C. Musso, CPA, MPA, P.C.


GT ADVANCED: Fee Examiner Taps Whisman Giordano as Accountants
--------------------------------------------------------------
Joseph J. McMahon, Jr., an independent fee examiner appointed in
the Chapter 11 cases of GT Advanced Technologies Inc., et al., asks
the U.S. Bankruptcy Court for the District of New Hampshire for
permission to employ Whisman Giordano & Associates LLC as
accountants nunc pro tunc to May 5, 2015.

Whisman will, among other things:

   1. assist in connection with (i) meeting/teleconferences with
retained professional and (ii) before the Court relating to his
duties;

   2. assist with addressing, considering, evaluating and
responding to issues raised in connection with completion of the
fee examiner's duties; and

   3. assist with the preparation of preliminary and final reports
regarding professional fees and expenses.

The principal personnel assigned to the matter are Jason Rautio and
Lisa K. DeRose and their hourly rates will be capped at $135.

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

                     About GT Advanced

Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials  
and equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics
products.

Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and,
starting in 2015, GTAT would reimburse Apple for the prepayment
over a five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT
had $85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916).  GT
sought bankruptcy protection due to a severe liquidity crisis
brought about by its issues with Apple.

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP
as attorneys and Kurtzman Carson Consultants LLC as claims
and noticing agent.

The U.S. Trustee has named seven members to the Official
Committee of Unsecured Creditors. The Committee' professionals
are Kelley Drye as its bankruptcy counsel; Devine, Millimet &
Branch, Professional Association as local counsel; Eisner Amper
LLP as financial advisors; and Houlihan Lokey Capital, Inc. as
investment banker.

GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than 2,000
sapphire furnaces that GT Advanced owns and has four years to sell,
with proceeds going to Apple.  In addition, Apple
gets royalty-free, non-exclusive licenses for GTAT's technology.


GULF PACKAGING: Gets Final Approval to Use Cash Collateral
----------------------------------------------------------
Gulf Packaging Inc. received final approval from U.S. Bankruptcy
Judge Pamela Hollis to use the cash collateral of FCC, LLC.

The final ruling granted the lender so-called "prepetition liens"
and "replacement liens" in return for allowing Gulf Packaging to
use its cash collateral.  FCC will also get a claim of $9.025
million.

Gulf Packaging's use of cash collateral will be terminated once it
seeks to use the collateral without FCC's consent, which
constitutes an event of default, court filings show.

The company previously received interim approval from Judge Hollis
to use the cash collateral.

Last month, Gulf Packaging's official committee of unsecured
creditors opposed of the terms imposed by FCC, saying they are
contrary to U.S. bankruptcy law.

According to the unsecured creditors' committee, the terms imposed
by FCC would only be appropriate in instances "where the lender can
prove a substantial diminution in the value of its collateral."

                       About Gulf Packaging

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

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

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

The U.S. Trustee appointed nine creditors to serve on an official
committee of unsecured creditors.


HARVARD DRUG: S&P Puts 'B' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Michigan-based The Harvard Drug Group LLC, including the 'B'
corporate credit rating, on CreditWatch with positive
implications.

"The CreditWatch placement follows Cardinal Health's
[A-/Stable/A-2] announcement that it will acquire The Harvard Drug
Group for $1.115 billion in cash," said Standard & Poor's credit
analyst Michael Berrian.  S&P announced that its 'A-' corporate
credit rating on Cardinal Health was unchanged following the
announcement.

S&P will resolve the CreditWatch placement when the acquisition of
The Harvard Drug Group closes.  At that time, S&P would expect to
have enough information to determine the level of uplift to S&P's
corporate credit rating on The Harvard Drug Group as a result of
its ownership by a financially stronger entity.  S&P will evaluate
issue-level ratings once final details of the ultimate capital
structure become available.



HARVEST NATURAL: Expects Not to Generate Revenues This Year
-----------------------------------------------------------
Harvest Natural Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $5.97 million for the three months ended March 31,
2015, compared to a net income of $593,000 for the same period in
the prior year.

The Company's balance sheet at March 31, 2015, showed $223 million
in total assets, $29.1 million in total liabilities and total
stockholders' equity of $194 million.

The Company expects that in 2015 it will not generate revenues,
will continue to generate losses from operations, and that its
operating cash flows will not be sufficient to cover its operating
expenses.  While the Company believes that it may be able to raise
additional capital through issuances of debt or equity or through
sales of assets, its circumstances at such time raise substantial
doubt about the Company's ability to continue to operate as a going
concern.

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

                       http://is.gd/y6x1JP
                          
Harvest Natural Resources, Inc., is a petroleum exploration and
production company based in Houston.  The Company has significant
interests in Venezuela, as well as offshore of Republic of Gabon.

BDO USA, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has not generated revenue and has incurred recurring losses,
including significant impairments of its investment in affiliate
and unproved oil and gas properties in 2014, and negative cash
flows from operations.  

The Company reported a net loss of $359 million for the year ended
Dec. 31, 2014, compared to a net loss of $77.5 million in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $228 million
in total assets, $35.2 million in total liabilities, and total
stockholders' equity of $193 million.


HEALTH DIAGNOSTIC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                         Case No.
      ------                                         --------
      Health Diagnostic Laboratory, Inc.             15-32919
      737 N. 5th Street, Suite 103
      Richmond, VA 23219

      Central Medical Laboratory, LLC                15-32920

      Integrated Health Leaders, LLC                 15-32921

Type of Business: Health Care

Chapter 11 Petition Date: June 7, 2015

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Debtors' Counsel: Justin F. Paget, Esq.
                  Tyler P. Brown, Esq.
                  Jason W. Harbour, Esq.
                  Henry P. (Toby) Long, III, Esq.
                  HUNTON & WILLIAMS LLP
                  Riverfront Plaza, East Tower
                  951 East Byrd Street
                  Richmond, VA 23219
                  Tel: (804) 788-8200
                  Fax: (804) 788-8218
                  Email: tpbrown@hunton.com
                         jharbour@hunton.com
                         hlong@hunton.com
                         jpaget@hunton.com

Debtors'          ALVAREZ & MARSAL    
Financial
Advisor:

Debtors'          Robert S. Westermann, Esq.
Conflicts         HIRSHLER FLEISHER, P.C.
Counsel:          2100 East Cary Street
                  The Edgeworth Building
                  Richmond, VA 23223
                  Tel: 804-771-5610
                  Fax: 804-644-0957
                  Email: rwestermann@hf-law.com

Debtors'          AMERICAN LEGAL CLAIMS SERVICES, LLC
Claims,
Noticing and
Ballting Agent:

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Martin McGahan, chief restructuring
officer.

Consoliated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Elizabeth A. Strawn                   Contract        $49,512,344
U.S. Department of Justice
601 D Street NW, #9138
Washington, DC 20004
O Box 261, PHB 9138
Washington, DC 20044
Tel: (202) 616-7986
Fax: (202) 514-0280
Elizabeth.Strawn@usdoj.gov

Randox Laboratories                    Contract/       $4,517,068
Randy Robinson                         Trade Debt
515 Industrial Boulevard
Kearneysville, WV 25430
Tel: (304) 596-7890
Randy.Robinson@randox.com

Metabolon                              Contract        $3,067,775
Todd Lynch, CFO
617 Davis Drive, Suite 400
P.O. Box 110407
Research Triangle Park, NC 27709
Tel: (919) 287-3368
Fax: (919) 572-1721
TLynch@metabolon.com

LaTonya S. Mallory                     Contract        $2,421,754
710 Meadow View Ridge
Manakin-Sabot, VA 23103
Tel: (804) 986-3660
Tonyamallory65@gmail.com

Roche Diagnostics Corporation          Trade Debt      $1,708,119
Alex Cherlin
P.O. Box 105046
Atlanta, GA 30348
Tel: (757) 508-1634
alex.cherlin@roche.com

Kansas Bioscience Authority            Contract        $1,589,875
Kevin Lockett
10900 S. Clair Blair Blvd
Olathe, KS 66061
Tel: (913) 397-8300
lockett@kansasbioauthority.org

diaDexus                               Trade Debt      $1,504,662
Lori Rafield, CEO
249 Oyster Point Boulevard
South San Francisco, CA 94080
Tel: (650) 619-6564
LRafield@diadexus.com

Ropes & Gray LLP                       Legal Fees      $1,483,365
Deborah Gersh
P.O. Box 414265
Boston, MA 02241
Tel: (312) 845-1307
Deborah.Gersh@ropesgray.com

Oncimmune Limited                      Contract          $737,675
Geoffrey Hamilton-Fairley
P.O. Box 844851
Dallas, TX 75284
Tel: (888) 783-2003
geoffrey@hamilton-fairley.co.uk

Numares Group                          Contract/         $734,798
Volker Pfahlert                        Trade Debt
Josef-Engert-Str.9
93053 Regensburg
Germany
Tel: +49 941 69809100
Fax: +49 941 69809101
pfahlert.edingen@t-online.de

FedEx                                  Trade Debt        $606,422
Stephen Posey
P.O. Box 371461
Pittsburg, PA 15250
Tel: (804) 855-9591
Stephen.posey@fedex.com

Cleveland HeartLab, Inc.               Trade Debt        $600,028
6701 Carnegie Avenue, Suite 500
Cleveland, OH 44103
Jake Orville
Tel: (216) 426-6081 ext. 1000
Fax: (216) 452-0581
jorville@clevelandheartlab.com

LeClairRyan                            Legal Fees        $444,065
Charles Sims
P.O. Box 2499
Richmond, VA 23218
Tel: (804) 343-5091
Fax: (804) 783-7655
Charles.Sims@leclairryan.com

City of Richmond                         Taxes           $454,809
Division of Collections
P.O. Box 26624
Richmond, VA 23261
Tel: (804) 646-7000
finance@richmondgov.com

VWR International                      Trade Debt        $382,260
Bruce Palmatier
P.O. Box 640169
Pittsburgh, PA 15264
Tel: (484) 319-5563
Fax: (484) 881-7307
bruce_palmatier@vwr.com

Phillips & Cohen LLP                    Contract         $381,500
2000 Massachusetts Ave, N.W.
Washington, DC 20036
Tel: (202) 833 4567
Fax: (202) 833 1815

Roe Cassidy Coates & Price PA
1052 N. Church Street
Greenville, SC 29601
Tel: (864) 349 2600
Fax: (864) 349 0303

Berk Law PLLC                           Contract         $350,000
2002 Massachusetts Ave, N.W.
Washington, DC 20036
Tel: (202) 232-7550
Fax: (202) 232 7556

Cotchett, Pitre and McCarthy, LLP
San Francisco Airport Office Center
840 Malcolm Road, Suite 200
Burlingame, CA
Tel: (650) 697 6000
Fax: (650) 697 0577

Helena Laboratory Corporation           Trade Debt/      $293,073
Joe Golias                               Contract
1530 Lindbergh Drive
Beaumont, TX 77704
Tel: (409) 842-3714
jgolias@helena.com

LabCorp                                 Trade Debt       $290,573
Leslie Shelton
P.O. Box 12140
Burlington, NC 27216
Sheltol@LabCorp.com

Beckman Coulter                         Trade Debt       $273,917
Sandra Hannah
Dept. CH10164
Palentine, IL 60055
Tel: (919) 621-0036
Fax: (714) 223-4444
skhannah@beckman.com

BG Medicine                             Trade Debt       $253,492
Paul Sohmer, President & CEO
610N Lincoln Street
Waltham, MA 02451
Tel: (781) 434-0299
Fax: (781) 895-1119
psohmer@bg-medicine.com

Mercodia, Inc.                          Trade Debt       $251,580
Carissa Jones, US Ops Director
1590 Westbrook Plaza Drive, Ste 201
Winston-Salem, NC 27103
Tel: (336) 655-9096
Carissa.jones@mercodia.com

ProFootball Inc.                        Trade Debt       $250,000
(The Washington Redskins)
Scott Shepherd
21300 Redskins Park Drive
Ashburn, VA 20147
Tel: (703) 726-7417
Fax: 703-726-7084
shepherds@redskins.com

Finnegan Henderson                      Legal Fees       $248,211
Farabow Garrett & Dunner LLP

Petragallo Gordon Alfano                 Contract        $225,000
Bosick & Raspanti, LLP;
Wyatt & Blake LLP

DiaSorin                                Trade Debt       $193,544

Monument Consulting, LLC                Trade Debt       $191,388

Kronus Market                           Trade Debt       $181,170
Development Associates, Inc.

Orchard Software                        Trade Debt       $162,075

Chrom Tech, Inc.                        Trade Debt       $158,797


HORIZON PHARMA: S&P Retains 'BB-' Rating on Sr. Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Horizon
Pharma Inc. are unaffected by the final acquisition financing mix
for Hyperion Therapeutics, which were announced subsequent to the
issuance of our recovery report on April 21, 2015.

The issue-level rating on the senior secured term loan remains
'BB-', with a '1' recovery rating, indicating expectations of very
high (90% to 100%) recovery in the event of a default.  The
issue-level rating on the senior unsecured notes remains 'B-', and
the recovery rating remains '5', indicating expectations of modest
(10% to 30%) recovery in the event of default.  However, as a
consequence of the reduction in the size of the senior secured term
loan to $400 million from $500 million and the increase in the
senior unsecured notes to $475 million from $300 million, S&P now
assess the recovery prospects for the unsecured noteholders as
being in the higher half of the range, rather than in the lower
half of the range.

The corporate credit rating on Horizon is 'B' and the outlook is
stable.

RATINGS LIST

Horizon Pharma Inc.
Corporate Credit Rating      B/Stable/--
Senior Secured Term Loan     BB-
   Recovery Rating            1

Revised
                              To                 From

Horizon Pharma Inc.
Senior Unsecured Notes       B-                 B-
   Recovery Rating            5H                 5L



HUTCHESON MEDICAL: Guggenheim Approved as Investment Banker
-----------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Hutcheson Medical Center,
Inc., et al., to employ Guggenheim Securities, LLC, as their
investment banker, effective as of April 23, 2015.

Guggenheim is expected to, among other things:

   1. assist the Debtors and participate in negotiations with any
entities or groups involved in or affected by any transaction;

   2. advice and assist the Company in connection with identifying
any acquirors with respect to any transaction and, at the
Company’s request, soliciting such acquirors;

   3. assist the Debtors in developing and preparing offering
materials to be used in soliciting acquirors with respect to any
transaction; and

   4. assist the Debtors and participate in negotiations with
acquirors.

James D. Decker, senior managing director at Guggenheim, told the
Court that the firm's fee and expense structure consists of:

   (a) Cash Fee: A non-refundable cash fee in the amount of
$150,000 upon execution of the engagement letter (the retainer),
and beginning in the seventh month of Guggenheim's engagement by
the Debtors and continuing thereafter during the term of the
engagement letter, a non-refundable cash fee of $50,000 per month
(each, the monthly fee), which will be due and paid by the Debtors
in advance on the twenty-third day of each month;
  
   (b) Transaction fee(s): If at any time during the term of
Guggenheim's engagement by the Debtors or within the 18 full months
following the expiration or termination of this engagement, (A) any
transaction is consummated or (B) (I) an agreement in principle,
definitive agreement or plan to effect a transaction is entered
into and (II) concurrently therewith or at any time  thereafter
(including following the expiration of the fee period), any
transaction is consummated, the Debtors will pay Guggenheim in an
amount equal to (x) $750,000 plus (y) 4.0% of the aggregate value
in excess of $30,000,000.  Any such transaction fee will be payable
promptly upon the consummation of any transaction multiple
transaction fee.

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

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center from
The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are
jointly administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due March
20, 2015.

HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

No request has been made for the appointment of a trustee or
examiner.



HUTCHESON MEDICAL: Has Until July 20 to Propose Chapter 11 Plan
---------------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia extended Hutcheson Medical Center,
Inc., et al.'s exclusive periods to file a Chapter 11 plan(s) until
July 20, 2015, and solicit acceptance for that plan(s) until Sept.
18, 2015.  This is the second extension granted to the Debtors.

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center from
The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are
jointly administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due March
20, 2015.

HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

No request has been made for the appointment of a trustee or
examiner.



HUTCHESON MEDICAL: HMP to Work with Guggenheim on Transaction
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Hutcheson Medical Center Inc., et al., in an amended
application, asks the U.S. Bankruptcy Court for the Northern
District of Georgia, for permission to retain Healthcare Management
Partners, LC, as financial advisor nunc pro tunc to Dec. 18, 2014.

On Jan. 5, 2015, the Court entered an order authorizing the
retention of HMP as financial advisors to the Committee.  On May
21, the Court entered an order authorizing the Debtors to employ
Guggenheim Securities, LLC, as their investment banker.

In this relation, the Committee, in consultation with the Debtors,
desire to expand HMP's services beyond what was contemplated by the
original HMP order to include (i) working with Guggenheim on a
transaction; (ii) assist the Committee in analyzing any transaction
proposed by Guggenheim; and (iii) providing other related services
as requested by the Committee from time to time.

The compensation of HMP will consist of: in the event that (a) a
transaction occurs and (b) the aggregate value is equal to or
exceeds $25,000,000, HMP will receive a transaction fee in
accordance with the following:

   i) if the aggregate value is equal to exceed $25,000,000, HMP
will receive a transaction fee of $100,000; plus

  ii) $50,000 for each $1,000,000 by which the aggregate value
exceeds $25,000,000; plus

iii) 2% of the amount of any aggregate value in excess of
$35,000,000.

In addition to any transaction fee, MP will charge on an hourly
basis for its services in accordance with its ordinary and
customary hourly rates as in effect on the date such services are
rendered, and for its out-of-pocket disbursements incurred in
connection therewith.

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

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center from
The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are
jointly administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

No request has been made for the appointment of a trustee or
examiner.



HYLAND SOFTWARE: Moody's Lowers Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded Hyland Software, Inc.
corporate family rating to B3 and probability of default rating to
B3-PD, from B2 and B2-PD, respectively. Additionally, Moody's
assigned instrument ratings of i) B2 to the new approximate $40
million senior first lien revolver and new approximate $600 million
senior first lien term loan and ii) Caa2 to the new approximate
$180 million second lien term loan (collectively, "New Credit
Facilities"). The ratings outlook remains stable.

Thoma Bravo ("TB") and Hyland's board of directors agreed to
recapitalize Hyland with a new TB fund, which will own the majority
of the common equity interest in Hyland. The balance of the
proceeds from the new term loans and an equity contribution of
approximately $715 million will be used to recapitalize Hyland. The
new revolver will be undrawn at closing.

Hyland's B3 corporate family rating is primarily driven by the very
high leverage (estimated at 7.7x) following the transaction. The
rating also incorporates the potential for periodic increases in
debt to fund shareholder returns, followed by deleveraging over
time as well as the company's high business risks resulting from
its modest operating scale relative to some of its competitors and
its limited product portfolio focused on a niche segment within the
ECM software market.

The B3 CFR is supported by Hyland's competitive market position in
the mid-market segment, and its well-regarded industry
verticals-focused product offerings in a growing ECM software
market. The company derives about 56% of its revenues under
maintenance and subscription contracts that are highly recurring in
nature and it has low customer revenue concentration. The rating
incorporates Hyland's healthy revenue growth prospects and our
expectation that Hyland could lever up periodically, but then
delever over time. Pro forma LTM 3/31/15 for the increase in their
credit facilities, Hyland's debt to EBITDA will increase to about
7.7x (Moody's adjusted) from approximately 5.9x. Moody's expects
within the next 12 to 18 months that the company will manage its
leverage below 7x and continue to generate robust levels of free
cash flow (mid to high single digit percentages of total debt)
driven by revenue growth.

The stable outlook reflects Hyland's high leverage. However, over
the next 12 to 18 months we also expect Hyland to have good
liquidity, generate organic revenue growth in the mid to high
single digit percentages, and to deleverage. Additionally, Moody's
takes some comfort in that on a debt / cash EBITDA basis for pro
forma LTM March 31, 2015 leverage is about 6.8x.

Hyland's ratings could be upgraded over time if it demonstrates a
meaningful increase in profits and operating cash flow, and if we
believe that the company is on track to maintain leverage below
6.5x and free cash flow to debt above 5%.

Moody's could downgrade Hyland's ratings if the company's operating
performance deteriorates as evidenced by weak license sales and
operating cash flow generation. Hyland's ratings could be
downgraded if we believe that the company's Total Debt-to-EBITDA
(Moody's adjusted) leverage is expected to remain above 8.5x and
FCF to debt goes negative, other than on a temporary basis.
Additionally, deterioration in liquidity, or a material degradation
in the company's business or financial risk profile resulting from
a large, transformative acquisition could trigger a downgrade.

Issuer: Hyland Software, Inc.

  -- Corporate Family Rating -- Downgrade, B3

  -- Probability of Default Rating -- Downgrade, B3-PD

  -- $600 Million Senior First Lien Term Loan due 2022 --
     Assigned, B2 (LGD3)

  -- $40 Million Senior First Lien Revolving Credit Facility due
     2020 -- Assigned, B2 (LGD3)

  -- $180 Million Senior Second Lien Term Loan due 2023 --
     Assigned, Caa2 (LGD6)

  -- Outlook -- Stable

Headquartered in Westlake, OH, Hyland Software, Inc. provides
Enterprise Content Management software solutions to enterprise
customers. Private equity firm Thoma Bravo owns a majority equity
interest in the company.

The principal methodology used in these ratings was Global Software
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.


IASIS HEALTHCARE: Moody's Confirms 'B2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating of IASIS Healthcare LLC.
Moody's also confirmed the Ba3 rating on IASIS' senior secured
credit facilities and the Caa1 rating on the company's unsecured
notes. Finally Moody's also lowered IASIS' Speculative Grade
Liquidity Rating to SGL-3 from SGL-2. These rating actions conclude
the review of the ratings initiated on April 15, 2015 when the
company announced that it was required to restate its financial
statements due to an error that overstated revenue and EBITDA. The
rating outlook is stable.

The confirmation of IASIS' B2 Corporate Family Ratings reflects
Moody's expectation that the company will continue to operate with
very high leverage and modest interest coverage over the next year.
However, improving trends at both the company's acute care
hospitals and at Health Choice, a subsidiary providing managed care
and insurance services, will likely reduce leverage closer to 6.5
times by IASIS' September 30, 2016 fiscal year end.

The lowering of the company's Speculative Grade Liquidity Rating
reflects Moody's expectation that the company will maintain
adequate liquidity over the next 12 to 18 months. While the company
has a considerable cash balance, Moody's expects that free cash
flow will be about breakeven and external liquidity will be limited
due to the May 2016 maturity of the company's revolving credit
facility.

Ratings confirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2-PD

  -- Senior secured credit facilities at Ba3 (LGD 2)

  -- Senior unsecured notes at Caa1 (LGD 5)

Ratings lowered:

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

The rating outlook is stable.

IASIS' B2 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with very high financial
leverage. Moody's expects EBITDA growth to result in a modest
reduction in leverage as recent asset sales in the acute care
business allow for more focused investment in remaining markets and
the Health Choice business continues to grow. Moody's believes
IASIS will not generate meaningful free cash flow, thereby limiting
the ability to reduce leverage through voluntary debt repayment.
Further, the company will continue to operate with significant
concentrations in a few highly competitive markets.

The stable outlook incorporates Moody's expectation that financial
leverage will decline over the next 12 months through EBITDA growth
but still remain very high. The outlook also reflects Moody's
belief that issues at Health Choice resulting in the recent
restatement of the company's financial statements were isolated and
will not impact future operating results. Moody's also anticipates
that the company will look to supplement organic growth with
acquisitions or continued investment in existing markets using its
ample cash balance.

Given Moody's expectation that leverage will remain high and that
the majority of available cash will be used to reinvest in the
business in lieu of debt repayment, an upgrade of the ratings is
not anticipated in the near term. However, Moody's could upgrade
the rating if adjusted debt/EBITDA improves and is expected to be
sustained below 5.0 times through either debt repayment, through an
initial public offering, or growth in EBITDA.

Moody's could downgrade the rating if the company does not reduce
debt to EBITDA closer to 6.5 times over the next 12 months. Moody's
could also downgrade the ratings if cash flow declines and results
in sustained negative free cash flow. This could transpire if the
recent improvement seen at Health Choice is not sustainable or from
trends in the acute care business, including weak volumes or market
specific issues such as changes to reimbursement in any of the
company's markets.

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.

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS Healthcare
Corporation (collectively IASIS), headquartered in Franklin,
Tennessee is an owner operator of acute care hospitals in high
growth urban and suburban markets. IASIS also owns and operates
Health Choice, a managed care operation that includes health plans,
third party management and administrative services (MSO) and
accountable care network development and management. IASIS
recognized approximately $2.6 billion in revenue in the twelve
months ended March 31, 2015.


IMRIS INC: Authorized to Serve as Foreign Representative
--------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized IMRIS, Inc., to act as foreign
representative on behalf of its estates and the estates of its
debtor affiliates.

IMRIS will act as foreign representative on behalf of the Debtors'
estates in any judicial or other proceeding in a foreign country,
including in Canadian proceedings.

As previously reported by The Troubled Company Reporter, the
Debtors include two Canadian corporations: IMRIS Inc. and NeuroArm
Surgical Ltd.  These Canadian entities own certain assets,
including all or substantially all of the Debtors' intellectual
property, incur certain costs related to Canadian service contracts
and other corporate entity charges. In addition, the Canadian
entities employ approximately 5 of the Debtors' employees.  In
order to ensure an orderly wind down of the Debtors' operations in
Canada as well as the efficient liquidation of the Debtors'
Canadian assets, the Debtors intend to commence ancillary
proceedings in Canada requesting that the Manitoba Court of Queen's
Bench recognize the Debtors' chapter 11 cases as a "foreign main
proceeding" under the applicable provisions of the Companies'
Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36 (as
amended, the "CCAA").

The Debtors are also authorized to pay certain fees and expenses
incurred prior to the Petition Date by DLA Piper (Canada) LLP, the
foreign representative's counsel, and FTI Consulting Canada, Inc.,
the information officer; provided, however, that the aggregate
amount of the payment will not exceed $50,000.

                         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.


IMRIS INC: Court Issues 11 U.S.C. Sec. 362 Applicability Order
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware issued an order confirming that Section 362 of
the Bankruptcy Court applies to the Chapter 11 cases of IMRIS,
Inc., et al.

Pursuant to the Order, Judge Sontchi ruled that all persons and
governmental units are stayed, restrained and enjoined from, among
other things, commencing or continuing any judicial,
administrative, or other action or proceeding against the Debtors
that was or could have been commenced before the Petition Date or
recovering a claim against the Debtors that arose before the
Petition Date.

                         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.


JOE'S JEANS: Has Until Nov. 23 to Regain Nasdaq Listing Compliance
------------------------------------------------------------------
Joe's Jeans Inc. on June 4 disclosed that the Company received a
letter on May 29, 2015, from The Nasdaq Stock Market indicating
that the Company had received an additional 180 days, or until
November 23, 2015, to regain compliance with Nasdaq Listing Rule
5550(a)(2) by maintaining a closing bid price per share of its
common stock at $1.00 per share or more for a minimum of 10
consecutive trading days.

The determination by Nasdaq that the Company was eligible for this
additional period 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
November 23, 2015.

If the Company does not regain compliance with the Bid Price Rule
by November 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 Inc.

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.


JPH LAS VEGAS: Files Reorganization Plan
----------------------------------------
JPH Las Vegas LLC, owner of parcels of vacant tracts of land in Las
Vegas, Nevada, filed a reorganization plan that lets the existing
owners retain control of the company in exchange for a $206,000 new
value contribution.

The Debtor used loans from Community Bank of Nevada in 2005 to
acquire vacant land on the West side of Buffalo Drive, and North of
Robindale Road in Las Vegas, Clark County, Nevada (the "Buffalo
Parcel"), and five acres of vacant land on the North Side of Warm
Springs Road, and East of Cimarron Road in Las Vegas, Clark County,
Nevada (the "Warm Springs Parcel").

Nightingale Holdings, Inc., assignee of the loans provided by
Community Bank of Nevada to the Debtor, is the secured creditor.  A
trustee's sale for the parcels scheduled for February 2015 prompted
the Debtor's Chapter 11 filing.

The Debtor has obtained real property appraisals dated April 8,
2015 from Valuation Consultants developing an opinion of market
value as of March 12, 2015 of $2,030,000 for the Buffalo Parcel,
and $2,515,000 for the Warm Springs Parcel.

The Court will hold a hearing on July 8, 2015, at 1:30 p.m. to
consider approval of the adequacy of the disclosure statement
explaining the terms of the Plan.  If the Disclosure Statement is
approved, the Court will set deadlines for balloting and will set a
hearing to consider confirmation of the Plan.

According to the Disclosure Statement, the Plan proposes to treat
claims and interests as follows:

   -- Administrative claims estimated to be $44,000 will be paid in
full on the effective date of the Plan.

   -- The allowed secured claim of Nightingale held against the
Buffalo Parcel (Class 1), which includes the outstanding principal
of approximately $1,880,530, and the allowed secured claim of
Nightingale against the Warm Springs Parcel (Class 2), which
includes outstanding principal of approximately $2,956,844, will be
satisfied through the modification of the loan documents as
follows:

      * The Reorganized Debtor will make principal and interest
payments for 47 months;

      * On the 48th full month, the Reorganized Debtor will make a
final balloon payment; and

      * The refinanced loans will bear interest at the Refinanced
Interest Rate, which will be 5.5% per annum.

   -- Priority non-tax claims (Class 3) are unimpaired.

   -- With respect to allowed general unsecured trade claims
against the Debtor (Class 4), holders of these claims will receive
payment as follows:

      (1) if the Nightingale does not make an election pursuant to
11 U.S.C. Sec. 1111(b), the holders of the Class 4 claims will
receive payment of 3% of their allowed claims from the New Value
Contribution on the Effective Date, plus interest; or

      (2) If Nightingale does make an election pursuant to Section
1111(b), then the holders of the Class 4 claims will receive
payment in full within 6 months after the Effective Date.

   -- With respect to Nightingale's unsecured claim with respect to
the Buffalo Parcel (Class 5), the claimholder will receive payment
of 5% of their Allowed Claims from the New Value Contribution on
the Effective Date, plus interest.

   -- With respect to Nightingale's unsecured claim with respect to
the Warm Springs Parcel (Class 6), the claimholder will receive
payment of 5% of their Allowed Claims from the New Value
Contribution on the Effective Date, plus interest.

   -- Holders of equity interests (Class 7) will receive no
distributions of Cash pursuant to the Plan, but on the Effective
Date, will retain their legal interest, including their Equity
Interests, in the Debtor.

The Debtor is soliciting votes from Holders of Allowed Claims in
Class 1 (Secured Claim - Buffalo Parcel), Class 2 (Secured Claim -
Warm Springs Parcel), Class 4 (General Unsecured Trade Claims),
Class 5 (Unsecured Claim - Buffalo Parcel), and Class 6 (Unsecured
Claim – Warm Springs Parcel).

Under the Plan, the deadline for filing objections to Claims is 90
calendar days following the Effective Date.

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

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

                       About JPH Las Vegas

JPH Las Vegas LLC owns several parcels of vacant land for future
development.  Specifically, JPH Las Vegas owns five acres of vacant
land on the West side of Buffalo Drive, and North of Robindale Road
in Las Vegas, Clark County, Nevada having APN 176-09-601-001 (the
"Buffalo Parcel"), and five acres of vacant land on the North Side
of Warm Springs Road, and East of Cimarron Road in Las Vegas, Clark
County, Nevada having APN 176-04-801-009 (the "Warm Springs
Parcel").

The Company is owned and controlled by Il Hie Lee and Jeoung "Joan"
Hie Lee, husband and wife.  The Lees own and operate ten nursing
care and assisted living facilities in both Nevada and California,
and caused JPH to purchase the Buffalo and Warm Springs parcels
with the intent of developing them into additional nursing and
assisted care facilities.

JPH Las Vegas LLC filed for Chapter 11 bankruptcy on Feb. 4, 2015
(Bankr. D. Nev. Case No: 15-10522).  Judge August B. Landis
presides over the Debtor's bankruptcy case.  Matthew C. Zirzow,
Esq., at Larson & Zirzow LLC, serves as counsel to the Debtor.

The Debtor both estimated assets and liabilities between $10
million and $50 million.


JPH LAS VEGAS: Required to File MORs to Avoid Dismissal
-------------------------------------------------------
At the behest of the U.S. Trustee, Judge August B. Landis on May 1,
2015 entered a conditional order of dismissal in the Chapter 11
case of JPH Las Vegas, LLC.

Following a hearing April 29, the judge ordered that during the
pendency of the case, JPH Las Vegas will (a) timely file all
monthly operating reports -- including relevant bank and financial
statements; and (b) timely pay all U.S. Trustee fees, pursuant to
28 U.S.C. Sec. 1930(a)(6).

According to the order, if at any time during the pendency of the
case the Debtor (a) fails to timely file a monthly operating report
-- including relevant bank and financial statements; or (b) fails
to timely pay U.S. Trustee fees, pursuant to 28 U.S.C. Sec.
1930(a)(6), and if the Debtor does not cure such failure within 15
days of delivery of notice from the Office of the United States
Trustee, then cause to dismiss this case shall have been
conclusively established, the United States Trustee may file an ex
parte motion and lodge an order with the Court to dismiss this
case, and the case will be dismissed without further notice or
hearing.

                       About JPH Las Vegas

JPH Las Vegas LLC owns several parcels of vacant land for future
development.  Specifically, JPH Las Vegas owns five acres of vacant
land on the West side of Buffalo Drive, and North of Robindale Road
in Las Vegas, Clark County, Nevada having APN 176-09-601-001 (the
"Buffalo Parcel"), and five acres of vacant land on the North Side
of Warm Springs Road, and East of Cimarron Road in Las Vegas, Clark
County, Nevada having APN 176-04-801-009 (the "Warm Springs
Parcel").

The Company is owned and controlled by Il Hie Lee and Jeoung "Joan"
Hie Lee, husband and wife.  The Lees own and operate ten nursing
care and assisted living facilities in both Nevada and California,
and caused JPH to purchase the Buffalo and Warm Springs parcels
with the intent of developing them into additional nursing and
assisted care facilities.

JPH Las Vegas LLC filed for Chapter 11 bankruptcy on Feb. 4, 2015
(Bankr. D. Nev. Case No: 15-10522).  Judge August B. Landis
presides over the Debtor's bankruptcy case.  Matthew C. Zirzow,
Esq., at Larson & Zirzow LLC, serves as counsel to the Debtor.

The Debtor both estimated assets and liabilities between $10
million and $50 million.


LEHMAN BROTHERS: Ernst & Young Presses for Quick Win in Suit
------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported that
accounting firm Ernst & Young LLP again pressed its case for a
quick victory in a suit by Lehman Brothers investors over Ernst's
auditing of the investment bank before it failed, saying there is
no proof it made a false statement regarding Lehman.

According to the report, in a June 5 filing with U.S. District
Court in Manhattan seeking an immediate win on the parts of the
suit that remain, Ernst said it would only be responsible for
relying on Lehman's so-called Repo 105 accounting practices if it
didn't believe what it said or knew it lacked a "reasonable basis"
to say it.

                      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.


LHP HOSPITAL: Moody's Raises CFR to 'B3', Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded LHP Hospital Group, Inc.'s
Corporate Family Rating to B3 from Caa1 and Probability of Default
Rating to B3-PD from Caa1-PD. Concurrently, Moody's upgraded the
senior secured debt rating of LHP Operations Co., LLC to B2 from
B3. LHP Operations Co., LLC is an operating subsidiary of LHP
Hospital Group (collectively "LHP"). The rating outlook is stable.

The upgrade reflects Moody's expectation of improving operating
performance over the next 12 to 18 months. In Moody's opinion, cost
savings initiatives and the divestiture of an unprofitable facility
will contribute to EBITDA growth and improvement in credit metrics.
Additionally, Moody's anticipates that a decrease in capital
spending, as the company has completed many of its large capital
projects, will benefit cash flow and contribute to a stronger
liquidity profile.

Ratings upgraded:

LHP Hospital Group, Inc.:

  -- Corporate Family Rating to B3 from Caa1

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

LHP Operations Co., LLC:

  -- Senior secured debt to B2 (LGD 3) from B3 (LGD 3)

  -- The rating outlook is stable

LHP's B3 Corporate Family Rating reflects risks associated with the
company's small scale and a considerable revenue and earnings
concentration in a small number of hospitals and markets. In
addition, the rating incorporates Moody's expectation that the
company will pursue new growth opportunities that will require debt
financing given limited available free cash flow. The rating is
supported by Moody's expectation that operational improvements at
the company's existing facilities will result in improved credit
metrics and EBITDA growth.

The stable outlook reflects Moody's expectation that LHP's leverage
will gradually decline through EBITDA growth and that a decrease in
capital spending will benefit cash flow over the next 12 to 18
months.

Prior to a rating upgrade, LHP would need to gain scale, improve
revenue and earnings diversification and demonstrate a track record
of positive free cash flow. In addition, the ratings could be
upgraded if debt to EBITDA less minority interest is reduced and
sustained below 4.5 times and the company maintains a good
liquidity profile.

LHP's ratings could be downgraded if Moody's expects that recent
operating improvements are not sustainable, and profitability and
credit metrics weaken. The ratings could also be downgraded if
Moody's comes to expect that free cash flow will be negative for a
sustained period or liquidity weakens. A downgrade could also occur
if leverage is meaningfully increased as a result of a large debt
funded acquisition or shareholder initiative.

The principal methodology used in this rating was the 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.

Headquartered in Plano, Texas, LHP Hospital Group, Inc. is an
operator of community hospitals in small cities and urban markets,
typically through a joint venture arrangement with not-for-profit
partners. The company is owned by private equity firm CCMP Capital
Advisors and the Canada Pension Plan Investment Board. LHP
generated revenues in excess of $800 million in the twelve months
ended March 31, 2015.


LIBERTY MUTUAL: Fitch Affirms 'BB' Rating on $300MM 7% Jr. Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Liberty Mutual Group Inc.'s Issuer
Default Rating at 'BBB'.  Additionally, Fitch has affirmed LMG's
insurance operating subsidiaries' Insurer Financial Strength
ratings at 'A-'. The Rating Outlook is Stable for all ratings.

KEY RATING DRIVERS

LMG's ratings are based on the company's established and
sustainable positions in its chosen markets, benefits derived from
the company's multiple distribution channels, adequate
capitalization and financial performance.

LMG's consolidated GAAP calendar year combined ratio for the first
quarter of 2015 was 97.1% and 97.5% for full-year 2014, an
improvement over the full-year 2013 ratio of 99.7%.  Results in
2014 improved despite an increase in catastrophe losses,
representing 4.8% of earned premium, up from 3.9% in 2013.  Liberty
Mutual traditionally generates weaker underwriting results relative
to higher rated peers, but this differential has moderately
narrowed in recent years, particularly on an accident year basis.

LMP reported modest favorable reserve development of $45 million in
2014 which had a negligible impact on the 2014 calendar-year
combined ratio.  This experience contrasts favorably with three
consecutive years of slightly adverse reported reserve development
from 2012-2014

LMG's capital position provides an adequate cushion against the
operational and financial risks the company faces, but capital
ratios are less favorable relative to peers.  At year-end 2014,
LMG's ratio of GAAP net property/casualty written premium to
shareholders equity was considerably higher than peers at 1.7x but
an improvement over prior years 1.8x.

Liberty Mutual's Prism score was 'Adequate' based on year-end 2013
financials, and Fitch anticipates that full-year 2014 are likely to
improve, largely as a result of Liberty Mutual's 9.6% reported
increase in statutory policyholders surplus to $19.2 billion in
2014.  Liberty Mutual's Prism results will also likely be
positively affected by lower operating and reserve leverage.  An
improvement under this measure of capital could be a catalyst for
future positive rating actions.

LMG's financial leverage ratio at Mar. 31, 2015 was 28.5%, up from
28.4% at the prior year-end.  GAAP fixed charge coverage improved
to 8.1x in 2014 compared to 6.9x at the prior year-end.

RATING SENSITIVITIES

Key rating triggers that could lead to an upgrade include:

   -- Maintenance of improved performance in underwriting results
      with a combined ratio of approximately 103% or better on
      both an accident and calendar year basis;

   -- A sustained Prism score of 'Strong' category or higher.

   -- Financial leverage ratio below 25%.

   -- Continued favorable reserve development and stability in
      reserve position.

Key rating triggers that could lead to a downgrade include:

   -- A return to accident year underwriting losses that trail
      large multi-line peers by significant margin;

   -- Material weakening in the company's current reserve
      position, potentially indicated by a period of multiple
      years of unfavorable reserve development greater than 5% of
      prior year equity;

   -- Failure to maintain a fixed charge coverage ratio of 5.0x;

   -- A large acquisition that unfavorably changes the operating
      profile or is financed in a manner that adds balance sheet
      risk through a financial leverage ratio of 35% or higher.

FULL LIST OF RATING ACTIONS

Fitch has affirmed these ratings:

Liberty Mutual Group, Inc.

   -- IDR at 'BBB' Outlook Stable;
   -- $249 million 6.7% notes due 2016 at 'BBB-';
   -- $600 million 5.0% notes due 2021 at 'BBB-';
   -- $750 million 4.95% notes due 2022 at 'BBB-';
   -- $1 billion 4.25% notes due 2023 at 'BBB-';
   -- $3 million 7.625% notes due 2028 at 'BBB-';
   -- $231 million 7% notes due 2034 at 'BBB-';
   -- $471 million 6.5% notes due 2035 at 'BBB-';
   -- $19 million 7.5% notes due 2036 at 'BBB-';
   -- $750 million 6.5% notes due 2042 at 'BBB-';
   -- $1,050 million 4.85% notes due 2044 at 'BBB-';
   -- $300 million 7% junior subordinated notes due 2067 at 'BB';
   -- $700 million 7.8% junior subordinated notes due 2087 at
      'BB';
   -- $255 million 10.75% junior subordinated notes due 2088 at
      'BB'.

Liberty Mutual Group, Inc.
   -- Short-term IDR at 'F2';
   -- Commercial paper at 'F2'.

Liberty Mutual Insurance Co.
   -- IDR at 'BBB+' Outlook Stable;
   -- $140 million 8.5% surplus notes due 2025 at 'BBB';
   -- $227 million 7.875% surplus notes due 2026 at 'BBB';
   -- $260 million 7.697% surplus notes due 2097 at 'BBB'.

Ohio Casualty Corporation
   -- IDR at 'BBB' Outlook Stable;

Fitch has affirmed the IFS of the members of Liberty Mutual Second
Amended and Restated Intercompany Reinsurance Agreement at 'A-'
with a Stable Outlook:

   -- America First Insurance Company
   -- America First Lloyd's Insurance Company
   -- American Economy Insurance Company
   -- American Fire and Casualty Company
   -- American States Insurance Company
   -- American States Insurance Company of Texas
   -- American States Lloyds Insurance Company
   -- American States Preferred Insurance Company
   -- Bridgefield Casualty Insurance Company
   -- Bridgefield Employers Insurance Company
   -- Colorado Casualty Ins. Company
   -- Consolidated Insurance Company
   -- Employers Insurance Company of Wausau
   -- Excelsior Insurance Company
   -- First National Insurance Company of America
   -- General Insurance Company of America
   -- Golden Eagle Ins. Corporation
   -- Hawkeye-Security Insurance Company
   -- Indiana Insurance Company
   -- Insurance Company of Illinois
   -- Liberty County Mutual Insurance Company
   -- Liberty Insurance Corporation
   -- Liberty Insurance Underwriters Inc.
   -- Liberty Lloyds of Texas Insurance Company
   -- Liberty Mutual Fire Insurance Company
   -- Liberty Mutual Insurance Company
   -- Liberty Mutual Mid-Atlantic Insurance Company
   -- Liberty Mutual Personal Insurance Company
   -- Liberty Personal Insurance Company
   -- Liberty Surplus Insurance Corporation
   -- LM General Insurance Company
   -- LM Insurance Corporation
   -- LM Property and Casualty Insurance Company
   -- Mid-American Fire & Casualty Company
   -- Montgomery Mutual Insurance Company
   -- National Insurance Association
   -- Ohio Security Insurance Company
   -- Peerless Indemnity Insurance Company
   -- Peerless Insurance Company
   -- Safeco Insurance Company of America
   -- Safeco Insurance Company of Illinois
   -- Safeco Insurance Company of Indiana
   -- Safeco Insurance Company of Oregon
   -- Safeco Lloyds Insurance Company
   -- Safeco National Insurance Company
   -- Safeco Surplus Lines Insurance Company
   -- The First Liberty Insurance Corporation
   -- The Midwestern Indemnity Company
   -- The Netherlands Insurance Company
   -- The Ohio Casualty Insurance Company
   -- Wausau Business Insurance Company
   -- Wausau General Insurance Company
   -- Wausau Underwriters Insurance Company
   -- West American Insurance Company

Fitch has affirmed the IFS of the following companies that
participate in a 100% quota share at 'A-' with a Stable Outlook:

   -- Liberty Northwest Insurance Corporation
   -- North Pacific Insurance Company
   -- Oregon Automobile Insurance Company



LIFE TIME FITNESS: Term Loan Upsize No Impact on Moody's 'B2' CFR
-----------------------------------------------------------------
Moody's Investors Service said Life Time Fitness, Inc.'s (B2,
stable) $150 million increase to its senior secured term loan due
2022 to $1.25 billion and same sized decrease to the senior
unsecured notes due 2023 to $450 million does not impact any of its
ratings, including the B2 Corporate Family, B1 senior secured and
Caa1 senior unsecured ratings, or the stable ratings outlook, at
this time.

Life Time Fitness, Inc. operates 114 fitness clubs as of March 31,
2015, mostly in U.S. suburban locations with a combined 10.8
million square feet and over 680,000 subscribing members, develops
new clubs and offers non-facility based membership programs.



LIGHTSTREAM RESOURCE: Moody's Cuts CFR to Caa2, Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Lightstream Resource Ltd.'s
Corporate Family Rating to Caa2 from B3, Probability of Default
Rating to Caa2-PD from B3-PD and its senior unsecured notes to Caa3
from Caa2. The Speculative Grade Liquidity Rating remains SGL-4
(weak) and the rating outlook remains negative.

"The downgrade reflects Lightstream's weak liquidity given the
significant reduction in the borrowing base revolving credit
facility and our view that the capital structure is unsustainable,"
says Paresh Chari, Moody's Analyst. "The borrowing base
determination puts pressure on the company's ability to stem the
production decline."

Issuer: Lightstream Resources Ltd

Downgrades:

  -- Probability of Default Rating, Downgraded to Caa2-PD from
     B3-PD

  -- Corporate Family Rating, Downgraded to Caa2 from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa3(LGD5) from Caa2(LGD5)

Outlook Actions:

  -- Outlook, Remains Negative

Affirmations:

  -- Speculative Grade Liquidity Rating, Affirmed SGL-4

The Caa2 CFR primarily reflects Lightstream's high debt level and
unsustainable capital structure, very low leveraged full-cycle
ratio (LFCR), and a declining reserves and production base.
Lightstream has a base decline rate that requires significant
sustaining capex to maintain production which it currently cannot
afford.

The SGL-4 rating reflects weak liquidity through mid-2016. As of
March 31, 2015 and pro forma for the borrowing base determination,
Lightstream had no cash and about C$110 million available under its
C$750 million revolving credit facility due June 2017. Moody's
expect Lightstream to use positive free cash flow to reduce
drawings under its revolving credit facility. Moody's expect
Lightstream to be well in compliance with its sole financial
covenant. Alternate liquidity is limited given that substantially
all of the company's assets are pledged under the revolver. If
Lightstream is successful in selling its remaining core Bakken
properties then the proceeds would go to repaying debt including
drawings under the revolver and there would be a reduction in the
commitment level.

In accordance with Moody's Loss Given Default methodology the
senior unsecured notes are rated Caa3, one notch below the Caa2
CFR, reflecting the amount of priority-ranking debt in the capital
structure in the form of the secured revolver.

The negative outlook reflects Lightstream's declining production
from lower investment and its weak liquidity.

The rating could be downgraded if there is any further
deterioration in liquidity.

The rating could be upgraded if Lightstream can maintain production
levels and interest coverage above 1.5x.

Lightstream, a Calgary, Alberta-based oil and gas exploration and
production company, is focused on developing light oil resources in
the Saskatchewan Bakken formation and the Cardium formation in
central Alberta.

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.


LOCALBIZUSA INC: Court Trims Suit Against Freund et al
------------------------------------------------------
Bankruptcy Judge Gloria M. Burns ruled on motions to dismiss filed
by the defendants in the case captioned LocalBizUSA, Inc., by and
through John W. Hargrave, Chapter 7 Trustee Plaintiff, v. Thomas J.
Freund, Patrick Giglio, North American Marketing Tours, Inc.,
Intermediate Consulting and Management Group, LLC, Unique Billing
Solutions, LLC, Jeffrey Rosenberg, Louis Freedman, and John Does
1-10, individuals Defendants, CASE NO. 09-20654 (GMB), ADV. NO.
14-1454 (Bankr. D.N.J.).

An adversary complaint was filed by John W. Hargrave, the Chapter 7
Trustee, asserting the following counts: (Count I) Conspiracy
against all Defendants; (Count II) Breach of Fiduciary Duties
against North American Marketing Tours, Inc. ("NAMT"), Frank
Cahill, Jeffrey Rosenberg, Patrick Giglio, Louis Freedman and
Thomas Freund; (Count III) Recovery under the New Jersey Fraudulent
Conveyance Statute against NAMT, Intermediate Consulting and
Management Group LLC ("ICMG"), and Unique Billing Solutions
("UBS"); (Count IV) Common Law Fraud against all Defendants; (Count
V) Breach of Contract against NAMT, ICMG, and UBS; and, finally,
(Count VI) Negligence against NAMT and Freund.

Defendants UBS, Rosenberg, Freedman, and Freund moved to dismiss
the complaint.

Judge Burns found that the only claims which have been sufficiently
pled to withstand the Rule 12(b)(6) motion are the breach of
fiduciary duty, negligence, and breach of contract claims. The
Trustee's fraudulent transfer, common law fraud, and conspiracy
claims do not satisfy the plausibility requirement.

In her May 14, 2015 order which is available at http://is.gd/mRKjV7
from Leagle.com, Judge Burns denied in part and granted in part the
Motions to Dismiss as follows: (Count I) granted as to all
Defendants; (Count II) granted as to all Defendants except NAMT and
Freund; (Count III) granted as to all Defendants; (Count IV)
granted as to all Defendants; (Count V) denied as to all
Defendants; and (Count VI) denied as to both Defendants.

Edmond M. George -- edmond.george@obermayer.com -- Obermayer,
Rebmann, Maxwell & Hippel, Philadelphia, PA, Attorney for
LocalBizUSA, Inc., by and through John W. Hargrave, Chapter 7
Trustee.

Christopher J. Stanchina, Esq., Linwood, NJ, Attorney for Defendant
Thomas J. Freund.

Andrew J. Kelly, Esq. -- akelly@kbtlaw.com -- Kelly & Brennan,
P.C., Spring Lake, NJ, Attorney for Defendants Unique Billing
Solutions, LLC and Jeffrey Rosenberg.

                      About LocalBizUSA, Inc.

On April 28, 2009, creditors of LocalBizUSA, Inc. filed an
involuntary petition in Camden, New Jersey.  On May 21, 2009,
LocalBizUSA commenced a voluntary Chapter 11 proceeding in Newark,
New Jersey and, on June 15, 2009, Judge Gambardella entered a
consent order consolidating the Newark matter into the pending case
in Camden.  An order for relief was entered on June 24, 2009 and
the case was converted to Chapter 11.

In the voluntary petition (Bankr. D.N.J. Case No. 09-23093) on May
21, 2009, the Debtor estimated assets of $100,001 to $500,000; and
liabilities of $10 million to $50 million.  Barry W. Frost, Esq.,
at Teich Groh, served as the Debtor's counsel.

In November 2009, LocalBizUSA, Unique Billing Solutions LLC
("UBS"), North American Marketing Tours, Inc. ("NAMT"),
Intermediate Consulting and Management Group LLC ("ICMG"), the
Buono Creditors, and the Pearce Creditors  entered into a
Settlement Agreement under which LocalBizUSA agreed to file a Plan
of Reorganization that would encompass the Settlement Agreement's
terms.

LocalBizUSA filed its Second Modified Plan on April 14, 2010 and
that Plan -- which incorporated the Settlement Agreement -- was
confirmed on June 3, 2010.  Because LocalBizUSA did not complete
its Plan obligations, the case was subsequently converted to
Chapter 7 on October 9, 2012. The Trustee was thereafter appointed
on October 11, 2012.


LONGVIEW POWER: S&P Assigns 'B+' Rating on $300MM Sr. Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' debt
issue rating on Longview Power LLC's $300 million senior secured
term loan due 2021 and $25 million senior secured revolving credit
facility due 2020.  S&P also assigned its '2' recovery rating to
the credit facilities, which indicates its expectation of
"substantial" recovery (70% to 90%; in the lower half of the range)
if a payment default occurs.  The outlook is stable.

"We base the stable outlook on our expectation that Longview will
be able to complete its repair program in 2015 and return to
operation.  We also expect that cash flow will be fairly stable
thereafter, based on our assumptions about future natural gas
prices along with known capacity market revenues," said Standard &
Poor's credit analyst Terry Pratt.

Longview is a limited-purpose, bankruptcy-remote entity that owns a
700 net-megawatt coal-fired power plant in West Virginia and a
mining subsidiary, MEPCO, that supplies coal to the plant.  The key
aspect of the bankruptcy emergence plan is the successful
rehabilitation of various parts of the plant to improve
availability from about 70% to about 90%.  Boiler tube leaks have
been a major factor in poor operational performance since the plant
began operations in 2011, contributing to lower-than-expected cash
flow and the eventual bankruptcy filing in August 2013.  One of the
plan's major goals is to repair the leaks.  Most of the operational
problems stem from construction phase work.

Siemens and Foster Wheeler will perform and self-fund a significant
portion of the repairs, which Longview expects to complete in 2015
for a total cost of about $110 million.  Siemens will repair the
turbine generator, and Foster Wheeler will fix the plant boiler.
Part of the emergence funding includes balance-sheet cash that
could help cover cost overruns of the effort.

S&P would consider an upgrade if financial performance improved
such that the expected minimum DSCR was above 1.5x and the project
performance under the downside improved.  This would likely stem
from stronger energy prices and more debt being paid down than in
S&P's base case forecast.

S&P could lower the rating if the plant cannot improve its
operational performance following the rehabilitation plan, or if
energy prices over the next few years are materially lower than
S&P's expectations.  A rating downgrade would likely require the
DSCR below 1.2x on a sustained basis.  A downgrade could result if
repairs are delayed substantially or costs increase from
expectations.



LOS ROBLES CARE CENTER: Dismissal of Complaint v. CMS Affirmed
--------------------------------------------------------------
District Judge Dean D. Pregerson affirmed the bankruptcy court's
dismissal of the plaintiff's complaint for lien determination in
the case captioned CASITAS EUBANKS GROUP, INC., formerly Los Robles
Care Center, Inc., Plaintiffs, v. SECRETARY OF U.S. DEPARTMENT OF
HEALTH AND HUMAN SERVICES on behalf of Centers for Medicare and
Medicaid Services; U.S. SMALL BUSINESS ADMINISTRATION; SECRETARY OF
U.S. DEPARTMENT OF TREASURE, Defendants, CASE NO. CV 14-00786 DDP
(C.D. Cal.).

Defendant United States Small Business Administration ("SBA") is a
federal government entity that held, as security for certain small
business loans, liens against some of Los Robles Care Center,
Inc.'s commercial property.  In August 2013, the United States
Treasury Department applied certain Medicare receivables owed to
Los Robles to offset the latter's debt to SBA.

Los Robles argued in a complaint to the bankruptcy court that this
constitutes an "election of remedies" under Cal. Code Civ. P.
Section 726.  Because SBA elected to recover via the application of
Medicare receivables, it could not also assert its security
interest in the sale of the property.

SBA filed a motion to dismiss the complaint, arguing that the
exercise of the setoff was inadvertent and that in any event,
federal law preempts Section 726.  The bankruptcy court granted the
motion to dismiss on January 16, 2014.

In affirming the bankruptcy court's dismissal of Los Robles'
complaint, Judge Pregerson held that Section 726 is preempted by
the Debt Collection Improvement Act ("DCIA"), which authorizes the
Treasury setoff program.

A copy of the District Court's May 14, 2015 order is available at
http://is.gd/7AFmTwfrom Leagle.com.  

Casitas Eubanks Group, Inc., Appellant, represented by Daren R
Brinkman, Brinkman Portillo Ronk APC, Kevin C Ronk, Brinkman
Portillo Ronk, APC & Laura J Portillo, Brinkman Portillo Ronk,
APC.

Secretary of U.S. Department of Health and Human Services,
Appellee, represented by Elan S Levey, AUSA - Office of US
Attorney.

U.S. Small Business Administration, Appellee, represented by Elan S
Levey, AUSA - Office of US Attorney.

Secretary of U.S. Department of Treasury, Appellee, represented by
Elan S Levey, AUSA - Office of US Attorney.

                About Los Robles Care Center, Inc.

Ojai, California-based Los Robles Care Center, Inc., aka Cicciari
Financial Services, Inc., filed for Chapter 11 bankruptcy (Bankr.
C.D. Cal. Case No. 09-13125) on August 5, 2009, in Santa Barbara.
Judge Robin Riblet presided over the case.  Daren Brinkman, Esq.,
served as the Debtor's counsel.  In its petition, the Debtor
estimated assets and liabilities of $1 million to $10 million.  A
list of the Debtor's 25 largest unsecured creditors, is available
for free at http://bankrupt.com/misc/cacb09-13125.pdf The petition
was signed by Samuel T. Eubanks, Jr., president of the Company.


MAGNETATION LLC: U.S. Trustee to Hold Creditors' Meeting Today
--------------------------------------------------------------
The meeting of creditors of Magnetation LLC will be held today,
June 9, 2015, at 3:00 p.m., according to a filing with the U.S.
Bankruptcy Court for the District of Minnesota.

The meeting will be held at the U.S. Courthouse, Room 1017, 300
South Fourth Street, Minneapolis, Minnesota.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                     About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.

Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring.  The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.

The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.


MAGNETATION LLC: US Trustee Forms Creditors Committee
-----------------------------------------------------
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors:

     (1) FLSmidth USA, Inc.
         7158 S. FLSmidth Drive
         Midvale, UT 84047
         Contact: Mark D. Taylor
         (801) 871-7240

     (2) Outotec (USA) Inc.
         8280 Stayton Dr Suite M
         Jessup, MD 20794
         Contact: Stephanie Fang
         (301) 543-1200
         Stephanie.fang@outotec.com

     (3) Dilling Group, Inc.
         PO Box 47
         111 E. Mildred Street
         Logansport, IN 46947
         Contact: Jeffrey L. Secrist
         (574) 753-3182
         jsecrist@dillinggroup.com

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

                     About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.

Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring.  The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.

The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.


MMM HOLDINGS: S&P Lowers LT Counterparty Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
long-term counterparty credit rating on MMM Holdings Inc. to 'B-'
from 'B+'.  At the same time, S&P placed the rating on CreditWatch
with developing implications.

S&P is lowering its rating on MMM (the downstream holding company
of Innovacare Inc.) because the company's Medicare Advantage (MA)
business is facing significant earnings pressure due to cumulative
MA rate cuts, higher medical costs, industry taxes, and a number of
one-time items (in 2014).  The company's adjusted EBITDA fell by
about 50% in 2014 (including add-backs for one-time items in 2014)
and S&P expects earnings to deteriorate further in 2015.

As a result of this earnings decline, the company was not in
compliance with its maximum debt-leverage covenant under its credit
agreement for the third-quarter 2014.  However, it reached a waiver
with lenders that has been extended multiple times, with the
current waiver lasting through July 31, 2015.

"We are not lowering the rating to the 'CCC' category because MMM
still has a viable MA business (it has the No. 1 MA market share in
Puerto Rico) and we believe it will not default on its outstanding
debt ($363 million on its $475 million term, as of March 31, 2015).
MMM continues to have sufficient cash flows to meet its
holding-company expenses and debt-servicing requirements. In
addition, the lender relationship appears to be supportive of a
longer-term solution for the credit agreement.  We believe that as
long as MMM continues to make its monthly interest payments and
quarterly scheduled amortization payments on its debt (which it
has), lenders will continue to extend the waiver," S&P noted.

"We believe the company needs a long-term solution for its credit
agreement because its capital structure (under current terms) puts
substantial pressure on the business on the company's performance
in 2016 remains uncertain.  The company's MA business faces an
estimated 11% rate cut for 2016 (versus a 3% increase on average
for MA plans in the U.S.).  This means that MMM will face
challenges in improving its earnings significantly in 2016.  MMM's
entry into the Medicaid market is a growth opportunity but
represents another risk.  The company is new to Medicaid and
believes this business will be profitable in 2015.  However, we
note that other health insurers in Puerto Rico have struggled in
this business historically because of reimbursement and provider
issues," S&P said.

"We also remain concerned about the company's regulated
capitalization.  The company's preliminary statutory financials for
year-end 2014 indicate a risk-based capital (RBC) ratio of 175%
that continues to be less than the 200% minimum required by Puerto
Rico insurance regulators.  However, based on our discussions with
MMM management, the company will not face any significant
regulatory actions unless its RBC ratio falls to 150% or less.  If
regulators take action, this would further restrict the holding
company's sources of cash flows," S&P said.

S&P will resolve the CreditWatch listing once the company provides
a budget for 2016 and resolves its waiver situation with lenders.
The company is awaiting feedback from the Centers for Medicare &
Medicaid Services on its MA bids for 2016 on June 8, 2015.

S&P will consider raising the rating by one notch to 'B' if S&P
believes MMM's performance will improve significantly in 2016 and
the company reaches a favorable long-term solution for its credit
agreement with lenders.  For an upgrade, the company would also
need to translate improved earnings into stronger regulated
capitalization and holding-company EBITDA fixed-charge coverage.
Conversely, S&P will consider lowering the rating by at least one
notch to the 'CCC' category if performance is likely to deteriorate
enough to endanger interest and principal payments.



MOORESVILLE COMMONS: Case Summary & 14 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Mooresville Commons, LLC
        1073 Briarcliff Rd
        Mooresville, NC 28115

Case No.: 15-50352

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 5, 2015

Court: United States Bankruptcy Court
       Western District of North Carolina (Statesville)

Judge: Hon. Laura T. Beyer

Debtor's Counsel: Glenn C. Thompson, Esq.
                  HAMILTON STEPHENS STEELE & MARTIN, PLLC
                  201 S. College St., Suite 2020
                  Charlotte, NC 28244-2020
                  Tel: (704) 227-1067
                  Fax: (704) 344-1483
                  Email: gthompson@lawhssm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steve McGlothlin, manager.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb15-50352.pdf


MRI SOFTWARE: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned new debt ratings for MRI
Software LLC (New) with a Corporate Family rating of B3 and a
Probability of Default rating of B3-PD. Additionally, Moody's
assigned a B2 to MRI's proposed senior secured first lien credit
facilities consisting of a $15 million revolving credit facility
and $155 million term loan, and assigned a Caa2 to MRI's proposed
$70 million senior secured second lien term loan. The proceeds of
the new debt financing will be used to partially fund the purchase
of the issuer's predecessor entity from affiliates of Vista Equity
Partners. At the completion of the acquisition, Moody's will
withdraw all existing ratings on MRI's predecessor, MRI Software.
The ratings outlook is stable.

The B3 CFR reflects MRI's high financial leverage, small size and
limited operating scope, the competitive marketplace in which it
operates, and the potential to use free cash flow for shareholder
enhancement and acquisitions rather than debt repayment. With 2014
revenues of $85 million and EBITDA of approximately $33 million,
MRI is one of the smallest rated corporate finance issuers in North
America. Moody's expects MRI's 2015 debt to EBITDA (Moody's
adjusted) to hover around the high 6x level as revenues and EBITDA
are only expected to expand at a low single digit pace while debt
reduction outside of mandatory repayments is not anticipated.
However, the risks associated with the company's credit profile are
partially offset by a meaningful equity cushion and a business
supported principally by MRI's SaaS product suite with a large,
well-diversified customer base. MRI is well known in the commercial
and residential property management industry as a quality provider
of financial and operational software. After largely completing a
transition to a predominantly subscription-centric sales model, the
company's top-line features a high degree of predictability as
recurring revenues represent nearly 88% of overall sales and more
than 50% of customers are presently under long term contracts
spanning over 5 years. MRI's average client retention rate has
eclipsed 90% since 2010.

The stable ratings outlook reflects Moody's projection for low
single digit revenue growth in 2015 alongside modest expansion in
EBITDA margins and at least $10 million of annual free cash flow.
The ratings incorporate an expectation for most free cash flow to
be applied towards acquisitions rather than debt reduction. The
ratings could be lowered if customer retention declines, revenue
contracts materially from current levels, or EBITDA margins
decline, resulting in Moody's coming to expect diminished
liquidity. The ratings could be raised if the size and scope of the
business expands while profit margins and customer retention rates
remain high, leading Moody's to expect adjusted debt to EBITDA to
be maintained below 6 times while free cash flow is expected to be
at least $30 million a year.

Liquidity, supported by $3.5 million of cash at closing, at least
$10 million of anticipated free cash flow in 2015, and a new
undrawn $15 million revolver, is considered adequate.

Assignments:

  -- Corporate Family Rating -- B3

  -- Probability of Default Rating -- B3-PD

  -- Senior Secured Revolving Credit Facility due 2020 --
     B2 (LGD3)

  -- Senior Secured First Lien Term Loan due 2021 -- B2 (LGD3)

  -- Senior Secured Second Lien Term Loan due 2022 -- Caa2 (LGD5)

Outlook Actions:

  -- Stable

The principal methodology used in these ratings was Global Software
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.  

MRI, which is in the process of being acquired by GI Partners from
affiliates of Vista Equity Partners, provides financial and
operational software as a service to commercial and residential
property managers.


NATIONAL BANK OF GREECE: Deloitte Expresses Going Concern Doubt
---------------------------------------------------------------
National Bank of Greece S.A. filed with the U.S. Securities and
Exchange Commission on May 18, 2015, its annual report on Form 20-F
for the year ended Dec. 31, 2014.

Deloitte Hadjipavlou Sofianos & Cambanis S.A. expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's ability to continue to access sufficient
liquidity through Emergency Liquidity Assistance facility as well
as the significant deposits outflow between Jan. 1, 2015 and April
30, 2015.

The Company reported a net loss of EUR2.47 billion on EUR4.97
billion of total interest income in 2014, compared to a net income
of EUR69 million on EUR5.18 billion of total interest income in
2013.

The Company's balance sheet at Dec. 31, 2014, showed EUR108 billion
in total assets, EUR106 billion in total liabilities and total
equity of EUR2.44 billion.

A copy of the Form 20-F is available at:

                       http://is.gd/Nbuhc6
                          
The National Bank of Greece S.A. is a commercial bank and was
incorporated in the Hellenic Republic in 1841.  The National Bank
of Greece S.A. and its subsidiaries (the "Group" or "NBG Group")
provide a wide range of financial services activities including
retail and commercial banking, global investment management,
investment banking, insurance, investment activities and securities
trading.  The Group's non-financial service activities include
hotels, warehouse management and real estate investments.  The
Group operates in Greece, Turkey, UK, South Eastern Europe which
includes Bulgaria, Romania, Albania, Serbia and FYROM, Cyprus,
Malta, Egypt and South Africa.


NEW BERN RIVERFRONT: Summary Judgment Orders Certified as Final
---------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse certified as final
adjudications certain orders on summary judgment previously entered
by the court in the case captioned IN RE: NEW BERN RIVERFRONT
DEVELOPMENT, LLC, Debtor. NEW BERN RIVERFRONT DEVELOPMENT, LLC,
Plaintiff, v. WEAVER COOKE CONSTRUCTION, LLC; TRAVELERS CASUALTY
AND SURETY COMPANY OF AMERICA; J. DAVIS ARCHITECTS, PLLC; FLUHRER
REED PA; and NATIONAL ERECTORS REBAR, INC. f/k/a NATIONAL
REINFORCING SYSTEMS, INC., Defendants, and WEAVER COOKE
CONSTRUCTION, LLC; and TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, Defendants, Counterclaimants, Crossclaimants and
Third-Party Plaintiffs, v. J. DAVIS ARCHITECTS, PLLC, FLUHRER REED
PA, SKYSAIL OWNERS ASSOCIATION, INC.; NATIONAL REINFORCING SYSTEMS,
INC., ROBERT P. ARMSTRONG, JR., ROBERT ARMSTRONG, JR., INC., SUMMIT
DESIGN GROUP, INC., CAROLINA CUSTOM MOULDING, INC., CURENTON
CONCRETE WORKS, INC., WILLIAM H. DAIL d/b/a DD COMPANY, EAST
CAROLINA MASONRY, INC., GOURAS, INC., HAMLIN ROOFING SERVICES,
INC., HUMPHREY HEATING & AIR CONDITIONING, INC.; PERFORMANCE FIRE
PROTECTION, LLC; RANDOLPH STAIR AND RAIL COMPANY; STOCK BUILDING
SUPPLY, LLC; PLF OF SANFORD, INC. f/d/b/a LEE WINDOW & DOOR
COMPANY; UNITED FORMING, INC. a/d/b/a UNITED CONCRETE, INC.;
JOHNSON'S MODERN ELECTRIC COMPANY, INC.; and WATERPROOFING
SPECIALITIES, INC., Crossclaimants, Counterclaimants and
Third-Party Defendants. and NATIONAL ERECTORS REBAR, INC.
Defendant, Counterclaimant, Crossclaimant and Third-Party
Plaintiff, v. ROBERT P. ARMSTRONG, JR., ROBERT ARMSTRONG, JR.,
INC., SUMMIT DESIGN GROUP, INC., JMW CONCRETE CONTRACTORS, and
JOHNSON'S MODERN ELECTRIC COMPANY, INC. Third-Party Defendants. and
J. DAVIS ARCHITECTS, PLLC, Third-Party Plaintiff, v. MCKIM & CREED,
P.A., Third-Party Defendant. and GOURAS, INC., Third-Party
Defendant and Fourth-Party Plaintiff, v. RAFAEL HERNANDEZ, JR.,
CARLOS CHAVEZ d/b/a CHAVEZ DRYWALL, 5 BOYS, INC. and ALEX GARCIA
d/b/a/ JC 5, Fourth-Party Defendants. and STOCK BUILDING SUPPLY,
LLC, Third-Party Defendant and Fourth-Party Plaintiff, v. CARLOS O.
GARCIA, d/b/a/ C.N.N.C., Fourth-Party Defendant, CASE NO.
09-10340-8-SWH, ADVERSARY PROCEEDING NO. 10-00023-8-AP (Bankr.
E.D.N.C., Raleigh Div.).

A complaint was filed by New Bern Riverfront Development, LLC
asserting claims against its general contractor for the SkySail
Luxury Condominiums ("SkySail"), Weaver Cooke, and others.

Weaver Cooke filed a third-party complaint asserting claims of
negligence, contractual indemnity and breach of express warranty
against its subcontractors.  The adversary proceeding ultimately
came to include 29 parties connected with the SkySail project.
During December 2013, virtually all of the subcontractors filed
motions for summary judgment regarding all 3 causes of action
alleged against them by Weaver Cooke, and these parties set out
similar grounds for their motions.  A total of 26 motions and
cross-motions for summary judgment were filed.

The court's disposition of these summary judgment motions, in a
total of 38 orders, resulted in dismissal of 9 parties and prompted
17 notices of appeal or motions for leave to appeal, 9 motions to
reconsider, and one motion for certification under Rule 54(b).

In her May 14, 2015 order available at http://is.gd/9j2WCdfrom
Leagle.com, Judge Humrickhouse certified the orders as final
pursuant to Rule 54(b), in that they constitute ultimate
dispositions of individual claims in this multi-claim action, or
finally determine the status of a party.  The court was persuaded
that judicial efficiency, common sense, and the interests of all
parties are best served by certification.

            About New Bern Riverfront Development, LLC

Cary, North Carolina-based New Bern Riverfront Development, LLC, is
the developer of SkySail Condominium, consisting of 121 residential
condominiums (plus 1 commercial/non-residential unit) located on
Middle Street on the waterfront in historic downtown New Bern,
North Carolina, and sells the SkySail Condominiums in the ordinary
course of business.  New Bern Riverfront filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov.
30, 2009.  John A. Northen, Esq., at Northen Blue, LLP, represents
the Debtor.  The Company disclosed $31,515,040 in assets and
$25,676,781 in liabilities as of the Chapter 11 filing.

New Bern Riverfront has filed an Amended Plan of Reorganization,
which represents a consensual plan negotiated with the Debtor's
secured creditor, Wells Fargo Bank, N.A.  The Debtor contemplates
selling properties.


NEW ENTERPRISE: Moody's Affirms 'Caa1' CFR, Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed New Enterprise Stone & Lime Co.,
Inc.'s Corporate Family Rating at Caa1, the Probability of Default
Rating at Caa1-PD, the senior secured notes at Caa1 and the senior
unsecured notes at Caa3. The rating outlook was revised to negative
from stable. The Speculative Grade Liquidity assessment is affirmed
at SGL-3.

  -- Corporate Family Rating, affirmed at Caa1;

  -- Probability of Default, affirmed at Caa1-PD;

  -- Senior unsecured notes, affirmed at Caa3, LGD5;

  -- Senior secured cash-pay and PIK notes, affirmed at Caa1,
     LGD3;

  -- Speculative Grade Liquidity Assessment is affirmed at SGL-3;

  -- Rating outlook was revised to negative from stable.

The change in outlook to negative from stable reflects Moody's view
that despite operational improvement New Enterprise's capital
structure is untenable over the intermediate term. Adjusted
EBIT-to-interest expense remains significantly below 1.0x and is
not expected to reach 1.0x over the next year, despite our
expectation that operating performance will improve. The majority
of the company's debt matures in 2018; however, the credit
facilities will mature in December 2017 unless the company
refinances its secured notes due 2018 by that date. The risk of a
distressed exchange also cannot be dismissed.

Positively, New Enterprise's operating performance has improved
reflecting the benefits of its cost savings initiatives and
operating efficiency plan that the company began in the fourth
quarter of FYE 2014 as well as modest improvement in its
construction end markets. Operating income improved almost 200%, to
$14.3 million in FYE 2015 from an operating loss of $14.8 million
in FYE2014, and operating margin improved to 3.2% from a negative
margin over the same period. However, adjusted debt-to-EBITDA
remains high at 9.9x at FYE 2015, and adjusted EBIT-to-interest
remains very weak.

The Caa1 Corporate Family Rating reflects the company's modest
scale, seasonality of its business, limited geographic
diversification, exposure to cyclical construction end markets,
concentration of business with Pennsylvania DOT, very high
financial leverage, and low operating margins. The rating, however,
is supported by the company's adequate liquidity, strong position
in its core markets, a slow and modest recovery in construction
spending, and prudent acquisition and growth strategy.

New Enterprise's SGL-3 reflects an adequate liquidity position. The
company's liquidity is supported by its limited cash balances and
reliance on its new $105 million ABL revolving credit facility,
offset by high working capital needs and limited alternate
liquidity sources as all assets are fully encumbered. At February
28, 2015, the company had $13.3 million of unrestricted cash
balance and had approximately $27.3 million available under its ABL
credit facility net of $5.9 million drawn. New Enterprise is
required to have a minimum trailing-twelve month EBITDA under its
credit facilities, which we expect the company to acheive with a
modest cushion for FYE 2016.

A return to stable outlook will be predicated upon New Enterprise's
achieving a tenable capital structure. A stable outlook would also
require modest and sustainable free cash flow generation and
adjusted EBIT-to-interest expense closer to 1.0x, driven by both
EBIT expansion and debt reduction.

The rating would likely be downgraded if the company were to
experience a decline in profitability, if adjusted debt-to-EBITDA
leverage continues to exceed 9x for an extended period of time, or
if liquidity and coverage metrics deteriorate further. A distressed
exchange would also result in a downgrade.

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

New Enterprise Stone & Lime, Co., Inc. is a privately held,
vertically-integrated construction materials supplier,
heavy/highway construction contractor, and traffic safety services
and equipment provider. The company operates three segments:
construction materials, heavy/highway construction and traffic
safety services and equipment. New Enterprise operates, owns or
leases 57 quarries and sand deposits (42 active), 30 hot mix
asphalt plants, 16 fixed and portable ready mixed concrete plants,
three lime distribution centers and two construction supply
centers. The company also conducts operations through five
manufacturing facilities and 22 branch offices for its safety
services and equipment business. New Enterprise's operations are
primarily concentrated in Pennsylvania and Western New York, with
reach into the adjacent states including Maryland, West Virginia,
and Virginia. New Enterprise's traffic safety services and
equipment business sell products nationally and sells services
primarily in the eastern United States. In fiscal year ending
February 28, 2015, the company generated $662 million in revenues
and $72.2 million in adjusted EBITDA.


NEW MEDIA HOLDINGS: Columbus Dispatch Deal No Impact on Moody's CFR
-------------------------------------------------------------------
Moody's Investors Service says the acquisition of The Columbus
Dispatch assets will not impact the B2 Corporate Family Rating,
B3-PD Probability of Default Rating, or the B2 rating assigned to
the revolving credit and term loan facility of New Media Holdings
II LLC. On June 3, 2015, New Media Holdings II LLC announced that
it has entered into an agreement to acquire all of the publishing
operations and assets of The Columbus Dispatch and exercised its
accordion option for an incremental $25 million draw on its first
lien credit facility.

New Media Holdings II LLC is one of the largest community newspaper
publishers in the US with additional operations in digital
marketing services. The predecessor company, GateHouse Media, LLC
emerged from bankruptcy protection in November 2013. The holding
company, New Media Investment Group Inc. is publicly traded on the
New York Stock exchange and is managed by FIG LLC (Fortress).
Fortress and its affiliates own 1.8% of the outstanding common
equity and 41.1% of the outstanding warrants as of Dec. 28, 2014.


OCWEN FINANCIAL: Moody's Lifts Senior Secured Debt Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded the following ratings of Ocwen
Financial Corporation:

  -- Corporate Family Rating: B2 from B3

  -- Senior Secured Bank Credit Facility: B2 from B3

  -- Senior Unsecured Debt: B3 from Caa1

The outlook for all ratings is stable.

The rating actions follow the company's recently announced mortgage
servicing rights (MSRs) sales which will provide the company
significant liquidity. The company has stated their intention to
use the cash generated from the sales to deleverage, if so, Moody's
estimate that the cash from the announced and proposed 2015 sales
would be sufficient to fully repay the company's outstanding senior
secured term loan (SSTL). Furthermore, Moody's estimate that cash
plus unencumbered servicer advances would provide the company with
sufficient liquidity to fully repay the company's unsecured debt,
if it so elected. In addition, the company's receipt of an
unqualified audit opinion is a positive development.

The company has signed letters of intent to sell or has already
closed on approximately $90 billion in unpaid principal balance of
performing agency loans, which comprises approximately 23% of loans
the company serviced and subserviced as of December 31, 2014. In
addition, the company has stated that it intends to sell a portion
of its MSRs on non-performing agency loans. It is expected that the
majority of the MSR sales will be completed by the end of 2015.

While Moody's believe once the announced MSR sales close that the
company will have sufficient resources to repay its outstanding
corporate senior secured loan and senior unsecured notes, Ocwen
still faces significant challenges to reestablish a resilient
business model.

The outlook is stable reflecting the expectation that the announced
MSR sales will close providing the company with significant
liquidity to deleverage its balance sheet.

Ocwen's ratings could be downgraded in the event that the announced
MSR sales do not close as expected or in the event that it is
subject to additional regulatory action resulting in material
fines. In addition, the ratings could be downgraded if a) its
business model is expected to shift to areas with even greater
operating risk, or b) if the company's servicing performance or
financial fundamentals materially weaken.

Given the challenges Ocwen faces to reestablish a resilient
business model, an upgrade is unlikely at this time.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.



OXANE MATERIALS: Has Interim Nod to Use Comerica Cash Collateral
----------------------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, gave Oxane Materials, Inc.,
interim authority to use cash collateral securing its prepetition
indebtedness from Comerica Bank.

As of the Petition Date, the Debtor's indebtedness to the Lender
includes unpaid principal in the amount of at least $7,027,122,
accrued but unpaid interest in the amount of at least $128,752,
credit card indebtedness in the amount of $6,003, and other unpaid
fees and expenses.

"To continue managing its assets in an orderly manner postpetition,
the Debtor requires the use of the Lender's Cash Collateral.
Without use of the Cash Collateral, the Debtor's bankruptcy estate
will suffer immediate and irreparable harm," the Debtor's counsel,
Eric J. Taube, Esq., at Taube Summers Harrison Taylor Meinzer
Brown, LLP, in Austin, Texas, told the Court.

As a condition to the use of the Cash Collateral, the Lender has
required that the Debtor provide adequate protection to Lender for
the Debtor's use of the PrePetition Collateral -- in particular
protection from the Diminution in Value of the Prepetition
Collateral.

The Interim Order remains in effect until the earlier of (a) June
30, 2015, (b) the Final Hearing, or (c) any Termination Event.

The Final Hearing will be held on June 24, 2015, at 2:00 p.m.
Objections are due June 12.

A full-text copy of the Interim Cash Collateral Order with Budget
is available at http://bankrupt.com/misc/OXANEcashcol0602.pdf

The Lender is represented by:

         J. Frasher Murphy, Esq.
         Sean B. Davis, Esq.
         WINSTEAD PC
         500 Winstead Building
         2728 N. Harwood Street
         Dallas, TX 75201
         Fax: 214-745-5390
         Email: fmurphy@winstead.com
                sbdavis@winstead.com

The Debtor is represented by Eric J. Taube, Esq., and Morris D.
Weiss, Esq., at Taube Summers Harrison Taylor Meinzer Brown, LLP,
in Austin, Texas.

                      About Oxane Materials

Oxane Materials, Inc., a developer of nanotechnologies based in
Houston, Texas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex., Case No. 15-32940), on May 31,
2015.  The case is assigned to Judge Jeff Bohm.

The Debtor's counsel is Morris Dean Weiss, Esq., at Taube Summers
Harrison Taylor Meinzer Brown LLP, in Austin, Texas.


OXANE MATERIALS: Proposes to Sell IP Assets to Halliburton
----------------------------------------------------------
Oxane Materials, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, to sell
all of its intellectual property assets to Halliburton Energy
Services Inc. for $2,500,000.

According to Morris D. Weiss, Esq., at Taube Summers Harrison
Taylor Meinzer Brown, in Austin, Texas, the value of the IP Assets
does not significantly depend on the Debtor's other assets, nor
does the value of the Debtor's other assets significantly depend on
the IP Assets.  In other words, the IP Assets may be separated from
the remaining assets without any significant destruction of value,
Mr. Weiss tells the Court.

The Debtor's long course of business leading up to the bankruptcy,
and in particular its extensive efforts to market its innovative
products, demonstrates that to utilize the IP Assets profitably
will require more capacity and resources for development than the
Debtor will be able to muster, Mr. Weiss adds.  Accordingly, the
Debtor wishes to arrange for a sale of the IP Assets at the price
that is most advantageous to its bankruptcy estate.

the Debtor has located a potential buyer, Halliburton Energy
Services Inc., which has agreed to conduct due diligence concerning
the IP Assets and, if the proposed three-week due diligence period
is completed successfully, to serve as stalking-horse bidder for an
auction for the IP Assets, which the parties intend to memorialize
in a purchase agreement in due course.

In order to maximize the value of the assets, the Debtors propose
to conduct an auction if more than one bid, other than the proposed
stalking horse bidder's bid, is received.  To qualify as a
Qualified Bid, a Potential Bidder must submit the bid no later than
June 26.  In the event that Qualified Bids are received, the Debtor
will conduct an auction on July 1.

                      About Oxane Materials

Oxane Materials, Inc., a developer of nanotechnologies based in
Houston, Texas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex., Case No. 15-32940), on May 31,
2015.  The case is assigned to Judge Jeff Bohm.

The Debtor's counsel is Morris Dean Weiss, Esq., at Taube Summers
Harrison Taylor Meinzer Brown LLP, in Austin, Texas.


PARK FLETCHER: Can Use Filbert Orton Cash Collateral Until Aug. 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Southern Indiana
authorized, on a final basis, Park Fletcher Realty, LLC, to use
creditor Filbert Orton EAT, LLC's cash collateral until Aug. 10,
2015.

The Debtor is obligated to the lender pursuant to that certain note
dated June 20, 2014 in the original principal sum of $12,500,000.

The Debtor would use the cash collateral to: (i) operate the
business and manage the Real Estate; and (ii) pay for necessary
services in the ordinary course of business of the real estate.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens in
the Debtor's postpetition assets to the same extent and with the
same priority that they have prepetition.  

As additional adequate protection of the lender's interest, the
Debtor will comply with all of the terms of the Term Sheet signed
May 11, 2015.

In a previous minute entry, the Court vacated the hearing scheduled
for May 20 because an agreement was reached extending
cash use until May 27.  The Court continued the hearing on the
matter to May 27.  In a prior order, the Court authorized the
second interim use of cash collateral.

                     About Park Fletcher Realty

Park Fletcher Realty, LLC filed a Chapter 11 bankruptcy petition
(Bank. S.D. Ind. Case No. 15-00843) on Feb. 15, 2015.  The
petition was signed by Shawn Williams as managing member.  KC
Cohen, Esq., at KC Cohen, Lawyer, PC, serves as the Debtor's
counsel.  Park Fletcher Realty LLC disclosed $15,201,760 in assets
and $13,187,177 in liabilities as of the Chapter 11 filing.  Judge
Jeffrey J. Graham presides over the case.


PARTY CITY: S&P Revises Outlook to Positive & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Elmsford, N.Y.-based Party City Holdings Inc. to positive from
stable.  At the same time, S&P affirmed its 'B' corporate credit
rating on the company.  S&P also affirmed the 'B' issue-level
rating on the company's senior secured term loan.  The recovery
rating remains '3', indicating S&P's expectations for meaningful
recovery in the event of default, in the lower end of the 50% to
70% range.  S&P also affirmed the 'CCC+' issue-level rating on the
senior notes and the recovery rating remains '6', indicating S&P's
expectations for negligible (0% to 10%) recovery.

"The rating action reflects improved credit metrics following the
recent IPO and consequent repayment of the $350 million holdco PIK
notes, as well as our expectation for further improvement of credit
metrics driven by continued profit growth and modest debt
reduction.  We are projecting good sales gains and relatively
stable margins over the next 12 months," said credit analyst Helena
Song.

The positive outlook reflects the company's improved credit metrics
following its holdco debt repayment, as well as S&P's expectation
for further improvement of credit metrics over the next 12 to 24
months driven by continued profit growth and modest debt
reduction.

S&P could revise the outlook to stable if operating performance is
worse than its expectations.  Under this scenario, sales would grow
in the low-single digits and gross margin would contract by 50
basis points (bps), leading to leverage remaining in the low-5.0x
area and FFO/debt in the 10% range.  S&P could also take a negative
rating action if financial policy becomes more aggressive,
resulting in higher debt levels and weaker credit metrics.

S&P could consider a positive rating action if the company reduces
and commits to leverage below 5.0x on a sustained basis while
maintaining adequate liquidity.  This could happen if revenues
increase in the mid-single digits coupled with about a 50-bp
increase in gross margin driven by a good Halloween season.  Under
this scenario, S&P would also believe the risk of the company
releveraging is minimal.



PROTOM INTERNATIONAL: Court Approves Bidding and Sale Procedures
----------------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that a bankruptcy judge in Dallas, Tex., approved the procedures
governing the sale of PromTom International Inc.'s assets,
including the Radiance 330, intellectual property for the system's
assembly and operation, and sale and service contracts.

According to the report, bids are due July 17, followed by an
auction on July 21 and a sale-approval hearing on July 19.  The
report said the sale procedures preserves disputes between ProTom
and McLaren Health Care Corp., which intended to be the "alpha
site" for the Radiance 330.

                    About ProTom International

ProTom International Inc. is a medical technology focused on
proton therapy for cancer patients.  The Company and affiliate
ProTom International, LLC, have the exclusive rights to sell in the
U.S. the compact accelerators developed by Russia-based ZAO Protom
and owner Vladimir E. Balakin.  The ZAO system and technology were
lighter and cheaper than proton therapy systems then in operation
in the U.S.  This technology has been the basis on which ProTom has
developed its Radiance 330 Proton Therapy System.

ProTom International, Inc., and ProTom International, LLC, sought
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-32065 and 15-32066) in Dallas on May 12, 2015.  The cases are
assigned to Judge Barbara J. Houser.

The Debtors tapped Jackson Walker, LLP as counsel, and Lain,
Faulkner & Co., P.C., as accountant.


REAL TIME: Terrence Matthews Steps Down as Director, CEO & Pres.
----------------------------------------------------------------
The Board of Directors of Real Time Measurements Inc. on June 4
announced the resignation of
Terence J. Matthews from the positions of Director, CEO and
President of the Company, effective immediately.

Mr. Matthews will remain as a salaried employee of the Company.
Subject to regulatory approval, the Companies' former General
Manager, Lee Hayford will assume the responsibilities of CEO and
President.

Trading Status

In a news release dated March 19, 2014, the Company disclosed that
its financial statements for the years ended 2011, 2012, and 2013
had been completed.  However, completion of the audit of the
Company's financial results for the year ended January 31, 2014 was
stalled.  It is unlikely the 2014 statements, and now the 2015
statements will ready for release for at least several months.
Given the delays in getting audited financial statements completed,
it is impossible to predict when the Company can expect to return
to full trading status on the NEX.

Next Steps

As proposed in the announcement made by the Company on March 19,
2014, the Company is continuing to explore a way to make a
settlement or restructuring proposal to the holders of secured and
unsecured debentures.

The Company will also continue its efforts to raise additional
equity to pay interest, fund its operation and re-finance other
outstanding obligations or to seek to enter into another
transaction in order to seek to maximize value for all
stakeholders.  The company expects to engage a financial adviser or
agent shortly to assist the Company in exploring strategic
alternatives, including raising additional capital, exploring the
sale of all or substantially all assets of the Company to reduce
leverage and provide the Company with additional liquidity.  If no
satisfactory arrangements are finalized in the near future then the
Company may consider filing a notice of intention under the
Bankruptcy and Insolvency Act.

Further details about the debt restructuring will be announced if
definitive terms are reached with the debenture holders.  Investors
are cautioned however that there is no certainty the Company's debt
will be restructured or that an arrangement will be reached with
debenture holders.  To date the Company has only had indirect
discussions with debenture holders and any agreement is subject to
definitive documentation.

The Company will remain on the NEX Exchange until the Company once
again meets the TSX Venture Exchange minimum listing requirements.

The Company wishes to express its thanks to all shareholders for
their support and patience over the past several years.

Real Time Measurements Inc. -- http://www.rty.ca-- is an
independent Canadian company, with its headquarters in Calgary
Alberta Canada.  RTM designs and manufactures a range of downhole
and surface electronic pressure and temperature recorders for use
principally in the oil and gas industry.


REALOGY GROUP: Moody's Raises CFR to 'B1', Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of Realogy
Group LLC. The Corporate Family rating was upgraded to B1 from B2,
the Probability of Default rating  to B1-PD from B2-PD, the senior
secured 1st lien to Ba2 from Ba3, the senior secured 1.5 lien to B2
from B3 and the senior unsecured to B3 from Caa1. The speculative
grade liquidity rating was affirmed at SGL-2. The ratings outlook
was revised to stable from positive.

"Moody's expects Realogy will generate free cash flow ample enough
to feed its M&A appetite and to support the repayment of debt,"
said Edmond DeForest, Moody's Senior Credit Officer.

The rating upgrades reflect Moody's expectation of about 5% annual
revenue growth and about $800 million of EBITDA from stable 16% to
17% EBITDA margins in 2015. Sustainable and balanced growth in
existing residential home sale prices and transactions in the
markets where Realogy brokers have high share should lead to
ongoing revenue growth and solid free cash flow to debt. However,
Realogy's revenues and profits remain volatile, cyclical and
seasonal as they are highly correlated to residential real estate
market conditions. The ratings are constrained by risks including
lower than anticipated inventory of for-sale existing homes,
unexpected reversals in recent supportive developments in
residential mortgage finance market reform and tepid U.S. economic
growth.

Moody's notes that debt levels remain high and there has been only
modest debt reduction since repayments made with the proceeds of
the October 2012 IPO; Realogy deployed most of its free cash flow
in 2014 toward the acquisition of Zip Realty and Coldwell Banker
United, which were acquired in 2014 and 2015, respectively. High
cost fixed rate bonds become callable in 2016 and refinancing or
repaying them would impact both earnings and free cash flow
positively. Liquidity is considered good, but there is pressure
from $500 million of 3.375% senior unsecured notes maturing in May
1, 2016 (that is, within next 12 months).

All financial metrics reflect Moody's standard adjustments and pro
forma adjustments to account for a full year of ownership of the
operations of Zip Realty and Coldwell Banker United.

The stable ratings outlook reflects Moody's anticipation that debt
to EBITDA will improve to about 5 times while free cash flow to
debt will be maintained around 8%. Better than anticipated revenue
growth driven by some combination of rising existing unit home
sales and average prices, mortgage finance market improvements, the
return of the first time buyer and broker count increases could
lead to higher ratings. Quantitatively, an upgrade is possible if
Moody's comes to expect revenue growth above 8% and free cash flow
above $500 million will fuel accelerated debt repayment, leading to
expectations for debt to EBITDA remaining below 5 times and free
cash flow to debt sustained above 10%. The ratings could be
downgraded if revenue or free cash flow decline and Moody's
anticipates debt to EBITDA will remain about 6 times or free cash
flow to debt will remain below 5%. Aggressive financial policies
including large debt financed acquisitions or diminished liquidity
could also lead to lower ratings.

Upgrades:

  -- Corporate Family Rating, Upgraded to B1 from B2

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

  -- Senior Secured 1st Lien, Upgraded to Ba2(LGD2) from
     Ba3(LGD2)

  -- Senior Secured 1.5 Lien, Upgraded to B2(LGD4) from B3(LGD4)

  -- Senior Unsecured, Upgraded to B3(LGD5) from Caa1(LGD5)

Affirmation:

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook:

  -- Changed To Stable From Positive

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.

Realogy is a leading global provider of real estate and relocation
services. The company operates in four segments: real estate
franchise services, company owned real estate brokerage services,
relocation services and title and settlement services. The
franchise brand portfolio includes Century 21, Coldwell Banker,
Coldwell Banker Commercial, ERA, Sotheby's International Realty and
Better Homes and Gardens Real Estate. Moody's expects 2015 revenues
of about $5.6 billion.


RECOVERY CENTERS: Can Access Cash Collateral on Interim
-------------------------------------------------------
The Hon. Timothy W. Dore of the U.S. Bankruptcy Court for the
Western District of Washington authorized Recovery Centers of King
County, on an interim basis, to use cash collateral of secured
lender Bank of America, N.A., to complete the tasks associated with
wrapping up the business including transitioning of patient care,
stewardship and sale of assets, and completion of the Chapter 11
liquidation plan.

A final hearing on the Debtor's motion for authorization to use
cash collateral will be held July 24, 2015, at 9:30 a.m. before
Judge Dore, Room 8106, 700 Stewart Street in Seattle, Washington.

A full-text copy of the Court's Interim Order together with the
cash collateral budget is available for free at
http://is.gd/uO3OKi

As reported in the Troubled Company Reporter on May 27, 2015,
according to Emily Jarvis, Esq., at Wells and Jarvis, P.S., in
Seattle, Washington, the Debtor has no alternative borrowing
source.  The Debtor's properties are being marketed for sale and
one already has a buyer, however, until that property sells there
will be no new funds available to the Debtor, Ms. Jarvis tells the
Court.

The Debtor also proposed to pay its remaining personnel and all
federal and state withholding and payroll-related taxes resulting
from the prepetition pay period, including all withholding taxes,
Social Security taxes, and Medicare taxes.

                   About Recovery Centers

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

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

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

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


RECYCLE SOLUTIONS: Meisler Wants Stay Lifted to Repossess Trailers
------------------------------------------------------------------
Meisler Trailer Rentals, Inc., asks the U.S. Bankruptcy Court for
the Western District of Tennessee, Western Division, to terminate
the automatic stay to allow Meisler to regain possession of 20
trailers leased by Debtor Recycle Solutions, Inc.

According to Meisler's counsel, William A. Wooten, Esq., at Wooten
Law Office, in Covington, Tennessee, Meisler is an unsecured
creditor of the Debtor pursuant to multiple short term lease
agreements for the rental of approximately 20 trailers on a monthly
basis.  Mr. Wooten says the Debtor was in default of prepetition
lease payments in the total amount of $34,435.  Mr. Wooten adds
that the Debtor has defaulted on most of the postpetition lease
payments, thereby not providing adequate protection to Meisler's
trailers.

Meisler is represented by:

          William A. Wooten, Esq.
          WOOTEN LAW OFFICE
          120 Court Square East
          Covington, TN 38019
          Telephone: 901-475-1050
          Facsimile: 901-475-0032        

                  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.

                          *     *     *

Recycle Solutions Inc. has 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.


RESIDENTIAL CAPITAL: Objection to Philpot Claim Sustained
---------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the ResCap Borrower Claims
Trust's objection to Claim No. 5067 filed by Gwendell L. Philpot.
The claim was based on the Debtors' allegedly wrongful foreclosure
on Philpot's home, which Philpot contends was improperly commenced
after the Debtors failed to recognize a payment he made through the
Debtors' online payment system.

The Trust objected to the Claim on three grounds: (i) the Claim is
not properly asserted against debtor Residential Capital, LLC; (ii)
the Claim is barred under judicial estoppel; and (iii) the Claim
lacks merit.

Judge Glenn found that the Claim was asserted against the wrong
debtor, since all the events underlying the Claim involved GMAC
Mortgage, LLC ("GMACM") and/or Homecomings Financial, LLC, formerly
known as Homecomings Financial Network, Inc. ("Homecomings").  As
such, he sustained the Objection to the extent the Claim is
asserted against ResCap.

Judge Glenn also held that Philpot is precluded from asserting the
Claim to the extent it is premised on causes of action accruing
before February 3, 2009, the date on which the Philpots commenced
their Chapter 7 Case.

A copy of the May 15, 2015 order is available at
http://is.gd/dAV9h2from Leagle.com.

MORRISON & FOERSTER LLP., New York, New York, By: Norman S.
Rosenbaum, Esq. -- nrosenbaum@mofo.com -- Jordan A. Wishnew, Esq.
-- jwishnew@mofo.com -- Erica J. Richards, Esq. --
erichards@mofo.com -- Attorneys for ResCap Borrower Claims Trust.

GWENDELL L. PHILPOT, Attalla, Alabama, By: Gwendell L. Philpot, Pro
Se.


RESOLUTE FOREST: Moody's Alters Outlook on 'Ba3' CFR to Stable
--------------------------------------------------------------
Moody's Investors Service changed Resolute Forest Products Inc.'s
outlook to stable from positive. Moody's also affirmed Resolute's
Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating
and Ba3 senior unsecured notes rating. The SGL-1 speculative-grade
liquidity rating remained unchanged.

"The change in outlook to stable reflects our expectation that
Resolute's adjusted debt leverage will remain elevated over the
next 12 to 18 months as global newsprint demand remains weak and
the US housing recovery remains sluggish," says Ed Sustar, Moody's
Analyst. "Weak demand and pricing for newsprint and lumber, coupled
with Resolute's significant underfunded pension plan have elevated
the company's leverage to nearly 6x."

Outlook Actions:

  -- Outlook, Changed To Stable From Positive

Affirmations:

  -- Probability of Default Rating, Affirmed Ba3-PD

  -- Corporate Family Rating (Local Currency), Affirmed Ba3

  -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3(LGD4)

The stable outlook reflects Moody's expectation that weaker demand
for Resolute's paper business and weaker average prices for most of
Resolute's products in 2015 will be partially offset by higher
lumber and market pulp sales from the full ramp-up of recent
capacity expansion projects.

Resolute's Ba3 CFR reflects the company's leading market position,
product diversity, strong liquidity and favorable cost position for
most of the products that it manufactures. The rating is tempered
by the company's high adjusted leverage given the company's
significant unfunded pension liabilities and the secular decline of
newsprint and specialty papers, which represents about 60% of the
company's revenue. This paper decline is somewhat offset by the
anticipated recovery of the company's wood products segment as the
US housing market strengthens and the diversification provided by
the company's growing market pulp and tissue business.

Resolute has a strong liquidity position (SGL-1). The company had
$324 million of cash and current availability of $464 million on
its asset based revolving credit facility (subject to borrowing
base availability, with no current borrowings and just $37 million
of letters of credit outstanding) as of March 31, 2015. In May
2015, the company replaced its revolving credit facility with a new
$600 million asset based loan facility that matures in May 2020.
With higher than normal near term capital expenditures of about
$280 million in 2015, Moody's estimates a cash burn of about $130
million over the next four quarters. Resolute has no near term debt
maturities, and its core debt (senior unsecured notes) do not
mature until 2023. A minimum fixed charge coverage ratio is the
only financial requirement under the credit facility and is
triggered solely when availability under the facility falls below
10% of facility size. Moody's does not expect this covenant to be
triggered in the next 12 months.

An upgrade may be warranted if the company continues to diversify
away from the declining paper market, with adjusted debt to EBITDA
approaching 3x on a sustained basis, while maintaining good
liquidity. Resolute's ratings could face downward ratings pressure
if the company's liquidity position deteriorates or if normalized
adjusted Debt to EBITDA exceeds 5.5x on a consistent basis.

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.

Headquartered in Montreal (Quebec, Canada), Resolute produces
newsprint, commercial printing papers, market pulp and wood
products. Net sales for the last twelve months ending March 2015
were $4.2 billion.


RGL RESERVOIR: Moody's Lowers CFR to 'Caa2', Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded RGL Reservoir Management
Inc.'s Corporate Family Rating to Caa2 from B3, its Probability of
Default Rating to Caa2-PD from B3-PD, its first lien US$75 million
revolver and US$301 million term loan to Caa1 from B2, and its
second lien C$140 million term loan to Ca from Caa2. The
Speculative Grade Liquidity Rating was lowered to SGL-3 (adequate)
from SGL-2 (good). The rating outlook remains negative.

"The downgrade reflects our expectation of a material deterioration
of credit metrics stemming from the impact of low oil prices on the
demand for RGL's services and products," said Paresh Chari, Moody's
Analyst. "We believe the company's capital structure is
unsustainable, with leverage likely to reach 20x this year".

Issuer: RGL Reservoir Management Inc.

  -- Probability of Default Rating, Downgraded to Caa2-PD from
     B3-PD

  -- Corporate Family Rating, Downgraded to Caa2 from B3

  -- Senior Secured Revolving Credit Facility, Downgraded to
     Caa1(LGD3) from B2(LGD3)

  -- Senior Secured First Lien Term Loan, Downgraded to
     Caa1(LGD3) from B2(LGD3)

  -- Senior Secured Second Lien Term Loan, Downgraded to Ca(LGD5)
     from Caa2(LGD5)

The Caa2 Corporate Family Rating reflects RGL's very high expected
leverage (20x debt to EBITDA) and unsustainable capital structure,
expected interest coverage of less than 1x, concentration in one
market (Canadian bitumen and heavy oil), limited product mix
(primarily slotted and seamed liners), and small size. The rating
also considers the high barriers to entry with patents and adequate
liquidity.

RGL's SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity through June 30, 2016. At March 31, 2015, RGL had C$49
million of cash. The company has borrowed US$25 million under its
US$75 million revolver, maturing in August 2019, but cannot draw
anything further without breaching the 35% springing 1st Lien Debt
> 6.5x covenant. Moody's expect the negative free cash flow of
C$20 million through June 30, 2016 to be funded with cash.
Alternate sources of liquidity are limited as its assets are
pledged as collateral to the secured credit facilities and as RGL
has a very small asset base.

Under Moody's Loss Given Default Methodology, the pari-passu US$75
million revolving credit facility and US$301 million first lien
term loan are rated Caa1, one notch above the CFR, as the lower
ranking C$140 million second lien term loan provides cushion. The
second lien term loan is rated Ca, two notches below the CFR, due
to its subordination to the priority ranking revolver and first
lien term loan.

The negative outlook reflects the view that the capital structure
is unsustainable, with leverage will remain highly elevated at
around 20x and interest coverage will be less than 1x.

The rating could be lowered if liquidity deteriorates.

The ratings could be upgraded if interest coverage was likely to
remain above 1x, if liquidity was adequate and debt to EBITDA was
below 7.5x.

RGL is a privately owned, sand control oil field services company
based in Calgary, Leduc and Nisku, Alberta, with operations in
Colombia, Oman and California. RGL primarily serves Canadian
bitumen and heavy oil producers by supplying them with slotted and
seamed liners.

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



ROBERTO SEBELEN MEDINA: Motion for Reconsideration Denied
---------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied the debtors' Motion for
Reconsideration in the case captioned IN RE: ROBERTO SEBELEN
MEDINA, BETSIE MARIE CORUJO MARTINEZ, Chapter 11, Debtor(s), CASE
NO. 14-06368 (Bankr. D.P.R.).

The Debtors filed a Motion for Reconsideration of Order requesting
that the court reconsider its Order dated December 18, 2014, and a
Supplement to their Motion.  Banco Popular de Puerto Rico ("BPPR")
filed its Opposition.

Judge Tester found that the Debtors' motion neither provides the
court with genuine reasons why it should revisit the prior Order,
nor compelling facts or law in support of reversing the prior
decision.  As such, the Debtors are not entitled to reconsideration
under the Federal Rules of Bankruptcy Procedure, Rule 9024.

A copy of the May 13, 2015 opinion and order is available at
http://is.gd/PokmbOfrom Leagle.com.

Roberto Sebelen Medina is a Chapter 11 debtor (Bankr. D.P.R. Case
No. 14-06368)


ROBERTO SEBELEN MEDINA: Suit Against Banco Popular Dismissed
------------------------------------------------------------
Bankruptcy Judge Brian K. Tester dismissed the Complaint in its
entirety in the case captioned ROBERTO SEBELEN MEDINA, BETSIE MARIE
CORUJO, Plaintiff, v. BANCO POPULAR DE PUERTO RICO, ADSUAR MUNIZ
GOYCO SEDA, PEREZ-OCHOA, PSC, Defendant(s), CASE NO. 14-06368,
ADVERSARY NO. 14-00194 (Bankr. D. P.R.).

On August 11, 2014, defendant Banco Popular de Puerto Rico ("BPPR")
filed a Motion to Dismiss the Complaint.  Plaintiffs/Debtors
Roberto Sebelin Medina and Betsie Marie Corujo filed their
Opposition.

Judge Tester found that the plaintiffs' fraud allegations do not
comply with the pleading requirements of Rule 9 of the Federal
Rules of Civil Procedure.  The plaintiffs failed to distinguish
among the defendants and to identify any particularized details
supporting its claim against any defendant.

In his May 13, 2015 opinion and order which is available at
http://is.gd/gTvwNTfrom Leagle.com, Judge Tester also ordered the
modification of the automatic stay provisions for the sole purpose
of continuing the state court proceedings in case number:
K CD201101017, in front of the Puerto Rico Court of First Instance,
Superior Court of San Juan in order to obtain a final and
unappealable judgment in favor of one of the parties.

Roberto Sebelen Medina is a Chapter 11 debtor (Bankr. D.P.R. Case
No. 14-06368)


SALADWORKS LLC: Can No Longer Use Name After Sale Closing
---------------------------------------------------------
Saladworks, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell substantially
all of its assets to SW Acquisition Company, LLC, for $16.9
million, and, pursuant to the purchase agreement, will no longer be
able to use the name "Saladworks" following the closing of the
sale.

With the exception of the assets related to the Paoli Store, the
Buyer will pay $16.9 million, consisting of (a) $15 million in
cash; (b) up to $200,000 in Required Cure Costs for contracts that
are assumed; (c) the assumption of certain liabilities up to a
maximum aggregate amount of $500,000; and (d) the funding of $1.2
million into the Brand Development Fund.

According to the Debtor's counsel, Kimberly A. Brown, Esq., at
Landis Rath & Cobb LLP, in Wilmington, Delaware, relates that
before filing the Petition, the Debtor was plagued by litigation
that was deteriorating the Debtor's business value and threatened
its ability to operate in the ordinary course of business.  In the
exercise of its reasonable business judgment, the Debtor determined
that the most effective way to avoid further deterioration of its
business and to maximize the value of the Debtor's assets for all
of its creditors and stakeholders was to seek bankruptcy protection
in order to pursue a sale or recapitalization transaction of the
Debtor's business.

Ms. Brown says several entities sent their formal and informal
responses.  Ms. Brown notes that at the Sale Hearing, the Court
requested certain additional revisions to the Revised Sale Order to
be made and the Debtor has modified the Revised Sale Order to
incorporate those requests and embody the resolutions of the
Responses as set forth on the Record at the Sale Hearing.

As previously reported by The Troubled Company Reporter, at a
hearing, attorneys for Saladworks said that an auction was canceled
when no qualified bids came in before the deadline, and Judge
Silverstein found that the restaurant chain had run a robust enough
marketing campaign that the floor bid from Centre Lane represented
the top offer.

The Debtor is represented by:

          Adam G. Landis, Esq.
          Kerri K. Mumford, Esq.
          Kimberly A. Brown, Esq.
          LANDIS RATH & COBB LLP
          919 Market Street, Suite 1800
          Wilmington, Delaware 19801
          Telephone: (302)467-4400
          Facsimile: (302)467-4450
          Email: landis@lrclaw.com
                 mumford@lrclaw.com       
                 brown@lrclaw.com

                      About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest

fresh-salad franchise concept in the United States. From its

beginning in the Cherry Hill Mall, Saladworks quickly expanded
to 
12 additional locations in area malls and soon thereafter
began 
franchising. The company has franchise agreements with 162

different franchisees. The equity owners are J Scar
Holdings,
Inc., (70%) and JVSW LLC (30%).



Saladworks, LLC, sought Chapter 11 bankruptcy protection
(Bankr.
D.Del. Case No. 15-10327) on Feb. 17, 2015. The case
assigned to
Judge Laurie Selber Silverstein.



The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG

Advisors, LLC, as investment banker; Eisner Amper LLP, as
financial advisor; and Upshot Services LLC, as claims and noticing
agent.



Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in

liabilities as of the Chapter 11 filing.



The U.S. trustee overseeing the Chapter 11 case of Saladworks
LLC
 appointed three creditors of the company to serve on the
official 
committee of unsecured creditors.



The case is In re: Pennysaver USA LLC, case number
1:15-bk-11196,
 in the U.S. Bankruptcy Court for the District of
Delaware.




SAN GOLD: Obtains Stay Period Extension for Rescue Proposal
-----------------------------------------------------------
San Gold Corporation on June 5 reported its 2015 first quarter
financial and operating results.

On March 5, as part of the Company's ongoing court-ordered
restructuring process pursuant to its application under Part III,
Division I of the Bankruptcy and Insolvency Act (Canada), the
Company undertook a Sale and Investor Solicitation Process (SISP)
to seek investment, or bids for the acquisition of the Company's
assets, sufficient to satisfy priority obligations and enable a
viable proposal to be made to unsecured creditors.

No third-party bids were received by the May 26, 2015 bid deadline
and as a result it is expected that the Company's secured lenders
will seek court approval for a transaction by which the assets of
the Company will be acquired by a nominee of the Company's
principal secured lenders in exchange for secured debt.  In such
event, the Company will have no ability to make a viable proposal
to its creditors and will become bankrupt upon the expiry of the
Stay Period.

The Company has determined that the going concern assumption is no
longer appropriate in this context and has changed the basis of
presenting its financial statements from a going concern basis to a
liquidation basis effective January 1, 2015.

2015 First Quarter Financial and Operating Summary:

Changed to a liquidation basis of accounting as at January 1, 2015,
resulting in a total and comprehensive loss of $nil and net
liabilities in liquidation of $64.4 million.

Recognized revenue of $14.0 million on gold sales of 9,442 ounces
at a realized price of $1,491 per oz and had total cash costs of
$1,199 per oz of gold sold.

Closed debt financing for gross proceeds of $6.6 million.
Produced 8,631 ounces of gold.

Recorded average mill throughput of 905 tons per day.

Announced an updated mineral reserve and resource estimate with
moderate increases in both the M+I resource and 2P reserve
categories.

Retained Beacon Securities Limited as its financial advisors to
undertake a Sales and Investor Solicitation Process (SISP).

Announced on March 23, 2015, that the Company is suspending mine
development activities pending completion of SISP.

Secured approval to resume trading shares and debentures on TSX
Venture Exchange on March 24, 2015.

Announced on March 25, 2015, that the Company will not be funding
the $2 million interest payment due March 31 in respect of its
subordinated unsecured convertible debentures currently traded on
the TSX Venture Exchange.

Subsequent Events

Announced April 15, 2015, the suspension of all mining and milling
operations.

Obtained an extension to the court-ordered Stay Period until
June 22, 2015 for the Company's proposal trustee to file a proposal
to creditors.

Announced May 28, 2015 that no third-party bids were received from
the SISP and that the Company will become bankrupt upon the
conclusion of the Stay Period.

                         About San Gold

San Gold is an established Canadian gold producer, explorer, and
developer that owns and operates the Rice Lake Mining Complex near
Bissett, Manitoba.  San Gold is listed on the TSX Venture Exchange
under the symbol "SGR".


SAPPHIRE ROAD: Section 341 Meeting Scheduled for July 8
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Sapphire Road
Development, LLC, will be held on July 8, 2015, 9:15 a.m. at
Dallas, Room 976.  Proofs of claim are due by Oct. 6, 2015.

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

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

Sapphire Road Development, LLC, owner of a block of land at South
Lancaster Road in Dallas, intended to be a housing, office and
retail project called Patriots Crossing, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-32376) in Dallas on
June 1, 2015.  Yigal H. Lelah signed the petition as managing
member.

Kevin S. Wiley, Jr., Esq., at The Wiley Law Group, PLLC represents
the Debtor as counsel.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $4.8 million in its Schedules.


SIERRA RESOURCE: Chapter 11 Case Dismissed
------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court entered an
order dismissing Sierra Resource Group's Chapter 11 case.

According to BData, the dismissal order states: "As a result, all
pending hearings in the case, except any pending hearings on fee
applications for Chapter 13 cases, are hereby vacated and will be
taken off calendar without further notice. This notice does not
affect the status of any adversary proceedings or any motions or
matters that are pending in such adversary proceedings."

The U.S. Trustee assigned to the case petitioned the Court for this
dismissal or, alternatively, conversion of the reorganization to a
liquidation under Chapter 7, the BData report said.

BankruptcyData reported that Sierra Resource Group filed for
Chapter 11 protection with the U.S. Bankruptcy Court in the
District of Nevada, Case No. 15-11426.

According to the report, the Company, which explores mineral
resource properties, is represented by Seth Ballstaedt of
Ballstaedt Law Firm.  Sierra Resource Group's most recent filing
with the U.S. Securities and Exchange Commission, in April 2014,
announced that the Company would be unable to file its 10-K by the
required deadline.  Similarly, the Court docketed a notice of
incomplete and/or deficient filing with the Company's Chapter 11
petition.  The U.S. Trustee assigned to the case scheduled an April
23, 2015, 341-Meeting of Creditors, BData said.


SONNEBORN HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's affirmed Sonneborn Holdings LP's B1 corporate family
rating, the B1-PD probability of default rating, and the B1 rating
on the first-lien senior secured bank credit facilities issued by
Sonneborn LLC, a fully owned guaranteed subsidiary of Sonneborn
Holdings LP. The first-lien senior secured credit agreement
consists of a $280 million term loan facility due 2020 and a $20
million and EUR 8 million revolving credit agreement due 2019.
Moody's changed the outlook on Sonneborn's ratings to stable from
negative.

"The change in outlook to stable from negative reflects the quick
and meaningful improvement in margins and cash balances since the
refinancing late last year and the expectation that free cash flow
in 2015 will be strong and contribute to further cash balance
accumulation and debt reduction through the cash flow sweep
covenant," according to Joseph Princiotta, Vice President at
Moody's.

Affirmations:

Issuer: Sonneborn Holdings LP

  -- Corporate Family Rating (Foreign Currency), Affirmed B1

  -- Probability of Default Rating, Affirmed B1-PD

Outlook Actions:

Issuer: Sonneborn Holdings LP

  -- Outlook, Changed To Stable From Negative

Issuer: Sonneborn LLC

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed B1, LGD4

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed B1, LGD3

Outlook Actions:

Issuer: Sonneborn LLC

  -- Outlook, Changed To Stable From Negative

Issuer: Sonneborn Refined Products BV

  -- Senior Secured Bank Credit Facility (Foreign Currency),
     Affirmed B1, LGD3

Outlook Actions:

Issuer: Sonneborn Refined Products BV

  -- Outlook, Changed To Stable From Negative

The company has shown a favorable trend in operating performance
with the EBITDA margin improved to 17.5% (on a company reported
basis) in the first quarter ending March 31, 2015 -- up 160 basis
points year on year and closer to the company's long term target of
20%, while Sonneborn's strong free cash flow has allowed cash
balances to build to $31.3 million as of March 31, 2015, noted
Moody's. Sonneborne's leverage at 3-31-15 was roughly 4.2
(including Moody's standard adjustments) compared to roughly 4.5
times at the time of the refinancing.

The B1 CFR is supported by the company's leading market positions
in highly refined hydrocarbon markets, solid long term customer
relationships that average roughly 50 years, limited customer
concentration (with no customer exceeding 5% of sales), exposure to
relatively stable and recession-resistant consumer product
end-markets, the demonstrated ability to pass through increases in
raw material prices to its customers in the form of price
increases, and the company's enhanced profitability resulting from
cost-saving initiatives.

Sonneborn's B1 CFR is constrained by what is still high leverage, a
small revenue base ($407 million in sales in 2014), potential
exposure to volatile feedstocks, and the concentration of its
manufacturing in three main facilities located in Pennsylvania and
The Netherlands.

Going forward, Moody's expects Sonneborn to maintain its leading
market positions, experience modest organic growth, generate strong
positive free cash flow (that will be used to pay down debt via a
required cash flow sweep) over the next few years. It's also
possible that the company completes appropriate bolt-on
acquisitions, which Moody's believes have the potential for
improving the credit profile by increasing scale and improving end
market and geographic diversity, providing that conservative
financial policies are maintained and credit metrics do not
deteriorate.

As the company and sponsor look for strategic acquisitions, there
is also the potential of additional balance sheet debt being added
by way of the $60 million accordion feature in the Term Loan
facility. However, Moody's note that incremental leverage will be
limited to 4.1x for borrowings in excess of $60 million, as defined
in the credit agreement, for post-transaction levels should the
accordion be utilized.

Sonneborn has a good liquidity profile primarily supported by its
$30 million senior secured revolving credit facility and $31.3
million of cash balances as of March 31, 2015. Given Moody's
expectations for continued strong free cash flow, which Moody's
estimate could be $25-$27 million in 2015, before acquisitions,
Moody's do not expect usage under the revolver over the next 12-18
months.

In addition, for FYE December 2014, the company's compliance
leverage ratio was 3.65 debt/EBITDA (well within the maximum of
5.0x debt/EBITDA), all on a company-reported basis. Moody's expects
the company will have adequate covenant headroom over the next
12-18 months.

The stable outlook reflects the expectation that Sonneborn will
maintain a Moody's-adjusted EBITDA margin of greater than 15% and
generate positive free cash flow over the next 18 months and pay
down debt as required under the cash flow sweep covenant.

Should the company successfully reduce leverage to about 3.5x and
RCF/TD to about 17%, both on a sustained basis, Moody's would
consider a higher rating. However, Moody's notes that the company's
size, limited geographical manufacturing footprint and private
equity ownership will likely limit the ratings near their current
levels. Moody's also notes that financial policy review with the
sponsor that would cover potential leverage, acquisitions and
dividend policies would be required in advance of an upgrade
consideration.

Negative pressure on the rating would emerge if Sonneborn's
liquidity profile and credit metrics deteriorate as a result of (1)
a weakening of its operational performance; (2) acquisitions that
stress the credit profile; or (3) an aggressive change in its
financial policy. Moody's would consider a downgrade if debt/EBITDA
ratio were to rise sustainably above 5.0x on a sustained basis; or
free cash flow were to deteriorate to neutral or negative over
multiple quarters.

Sonneborn is a leading manufacturer of high-purity specialty
hydrocarbons such as white oils, petrolatums, and microcrystalline
waxes, and had sales of $406 million dollars for the twelve months
ended December 31, 2014.

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


SPECTRUM BRANDS: Debt Refinancing No Effect on Moody's 'B1' CFR
---------------------------------------------------------------
Moody's Investors Service said Spectrum Brands (B1, stable)
announcement that it will enter into a new senior secured bank
credit facility is credit positive because it will improve its
liquidity profile by extending maturity dates and increasing the
size of its revolver, but it does not affect its B1 Corporate
Family Rating or its stable rating outlook.

Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc. is a
global consumer product company with a diverse product portfolio
including small appliances, consumer batteries, lawn and garden,
electric shaving and grooming, pet supplies and household insect
control, residential locksets and automotive care. Revenues for the
twelve months ended March 31, 2015 approximated $4.4 billion ($5.2
billion pro forma for the acquisitions of Tell Manufacturing and
P&G's European Pet Care done in October 2014 and Armored AutoGroup
done in May 2015). HRG Group, Inc. (B2 stable) owns almost 60% of
Spectrum Brands.

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



STATE FISH: Can Access Cash Collateral Until July 1
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
issued a third interim order authorizing State Fish Co., Inc., to
use cash collateral of lenders Pan Pac LLC and Roseann DeLuca
Revocable Trust until July 1, 2015.

A final hearing on the Debtor's request to use cash collateral will
be held before the Court on June 23, 2015 at 9:00 a.m.

As reported in the Troubled Company Reporter on Feb. 3, 2015, Alan
D. Smith, Esq., at Perkins Coie LLP, avers that if the Debtor is
not authorized to cash collateral on an interim basis, the Debtor's
operations may be interrupted, resulting in irreparable harm to the
Debtor's business and the estate.

In April 2014, State Fish's line of credit from Well Fargo expired,
and was not renewed by Wells Fargo.  In order to finance certain
equipment acquisition costs, State Fish, as borrower, entered into
a Credit Agreement with Pan Pac and Roseann DeLuca Revocable Trust
on May 15, 2014.  As of the Petition Date, there was $5.7 million
of indebtedness outstanding under the Credit Agreement.  The
Lenders assert that the Debtor is in default.  The Lenders were
granted a blanket security interest in substantially all of State
Fish's personal property.

The salient terms of the Stipulation with the Lenders are:

    a. The Debtor is authorized to use cash collateral of the
Lenders for the period of the Petition Date through March 1, 2015,
in accordance with a budget.

    b. As adequate protection for the use of the Lenders' cash
collateral, the Debtor will grant to the Lenders a continuing
security interest in and lien upon all of the Debtor's prepetition
and postpetition personal property (excluding all causes of action
under Chapter 5 of the Bankruptcy Code).

    c. The Adequate Protection Liens will secure all of the
Lender's claims in an amount equal to the aggregate diminution in
value of the Lenders' prepetition collateral resulting from the
postpetition sale, lease, or use by the Debtor and imposition of
the automatic stay under 11 U.S.C. Sec. 362.

The Debtor urgently and immediately needs to use the cash it
generates from the postpetition operation of its business to
continue operating as a going concern.  Cash is needed to, among
other things, pay postpetition operating expenses including
payroll.

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

R. Todd Neilson was appointed as Chapter 11 trustee effective as of
Feb. 27, 2015.


STATE FISH: Judge Extends Deadline to Remove Suits to July 31
-------------------------------------------------------------
U.S. Bankruptcy Judge Sandra Klein has given State Fish Co., Inc.
until July 31, 2015, to file notices of removal of lawsuits
involving the company and its subsidiary Calpack Foods LLC.

                         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.


SUNFLOWER AIRCRAFT: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sunflower Aircraft, Inc.
        1001 W. 7th Street
        Galena, KS 66739

Case No.: 15-21201

Chapter 11 Petition Date: June 5, 2015

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Hon. Dale L. Somers

Debtor's Counsel: James F.B. Daniels, Esq.
                  MCDOWELL, RICE, SMITH & BUCHANAN, P.C.
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: 816-753-5400
                  Email: jdaniels@mcdowellrice.com

Total Assets: $6.2 million

Total Liabilities: $18.1 million

The petition was signed by Gary L. Hall, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ksb15-21201.pdf


TARGET CANADA: RioCan Provides Update on Store Closures
-------------------------------------------------------
RioCan Real Estate Investment Trust on June 3 provided an update on
the recent developments related to Target Canada Corporation's
filing and related court proceedings under Companies' Creditors
Arrangement Act ("CCAA").

As part of the Target CCAA real estate sale process, Canadian Tire
and Lowe's have agreed to acquire up to eight Target store
locations within RioCan's portfolio. Canadian Tire has agreed to
acquire the lease in RioCan's Sudbury Place in Sudbury, Ontario.
Lowe's has entered into a conditional agreement to acquire seven
former Target locations in properties owned by RioCan.  While the
transactions in each of these cases have received court approval,
whether those transactions are successfully completed in the case
of the RioCan locations may depend on certain additional approvals
being obtained.

In the remaining eighteen sites in which the Target leases have
been disclaimed, RioCan has commenced discussions with prospective
tenants to lease the space formerly occupied by Target.  A number
of national tenants including grocers, fitness operators, discount
retailers, sporting goods suppliers, and others have expressed
interest in many of these locations.

Some of RioCan's urban locations have attracted considerable
interest.  At Lawrence Square in Toronto, Ontario, RioCan has lease
agreements in place with Marshalls and HomeSense, and RioCan has a
conditional lease agreement with a national tenant for the
remainder of the space previously leased to Target.  In some of
RioCan's suburban locations, such as Gates of Fergus, in Fergus,
Ontario, the Trust has received multiple expressions of interest
from national tenants to lease the vacated Target store.  Given the
size of the spaces in question, in many cases the stores will need
to be re-demised and leased to two or more new tenants.  In some
cases RioCan may be able to re-lease the vacated space to a single
tenant.

"We are, of course, disappointed with the departure of Target from
the Canadian market.  With greater clarity on the situation, we are
ready to close this chapter and exercise control over the eighteen
disclaimed locations to minimize the disruption that this has
caused and protect the shopping centers in which the Target stores
were located," said Edward Sonshine, Chief Executive Officer of
RioCan.  "Our leasing team is in active negotiations with a number
of replacement tenants, and we are gratified at the number of
expressions of serious interest we have received.  We will seek
whatever remedies are available to RioCan to recover damages
incurred due to the default by Target Canada Corporation, including
as a result of the indemnity given by Target Corporation, its U.S.
parent."

The eight locations represent approximately 0.6 million square feet
at an average lease rate of $6.28 per square foot at RioCan's
interest.  Target Corporation has provided RioCan with indemnities
with respect to these leases/properties, which remain in force.

RioCan has been advised that as a result of the CCAA proceedings 18
of the 26 Target leases with RioCan have been disclaimed.

The eighteen stores, at RioCan's interest, represent approximately
1.6 million square feet at an average lease rate of $6.78 per
square foot, aggregating to $18.4 million of gross annualized
rental revenue.  All but one of the leases are guaranteed through
indemnity arrangements with Target Corporation, for the remaining
term of each lease.  The one lease that is not covered by the
Target Corporation indemnity is guaranteed by Walmart Canada.

A list of these Target store locations is available for free at:

                      http://is.gd/BYYP3z

                       About Target Canada

On Jan. 15, 2015, Target Canada Co. and certain entities commenced
court-supervised restructuring proceedings under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended.  On
the same day, the Ontario Superior Court of Justice (Commercial
List) granted an order, which, among other things, provides for a
stay of proceedings until February 13, 2015.  The Stay Period may
be extended by the Court from time to time.  Although not
Applicants, the protections and authorizations
provided for in the Initial Order have been extended to the
Partnerships.

Pursuant to the Initial Order, Alvarez & Marsal Canada Inc. was
appointed as monitor of the business and financial affairs of the
Target Canada Entities.  The Ontario Court has appointed Alvarez &
Marsal Canada Inc. as monitor in Target Canada et al.'s Companies'
Creditors Arrangement Act proceeding, and Koskie Minsky LLP as
representative counsel of all Target employees in the proceedings.


TRIMAS CORP: Moody's Cuts Corp Family Rating to Ba3, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service downgraded TriMas Corporation Corporate
Family Rating to Ba3 from Ba2, and its Probability of Default
Rating to Ba3-PD from Ba2-PD. Concurrently, Moody's assigned Ba3
ratings to the company's $500 million senior secured revolving
credit facility and its $275 million senior secured term loan A.
Proceeds from the transaction will be used to repay existing
borrowings and to capitalize TriMas following the separation of its
business into two independent publicly-traded companies. Ratings on
the TriMas' existing indebtedness will be withdrawn upon close of
the transaction. The two companies will be comprised of packaging,
aerospace, energy and engineered components and towing, trailering
and cargo management products ("Horizon Global Corporation"
formerly known as "Cequent"). This concludes the review for
downgrade that began on December 8th, 2014. The rating outlook is
stable.

Issuer: TriMas Corporation and TriMas Company LLC.

The following ratings were downgraded:

  -- Corporate Family Rating, downgraded from Ba2 to Ba3

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

The following ratings were confirmed:

  -- $575 million senior secured revolver due 2018, at Ba2
     (LGD-3)

  -- $450 million senior secured term loan A due 2018, at
     Ba2 (LGD-3)

The following ratings were assigned:

  -- $500 million senior secured revolver due 2020, assigned
     Ba3 (LGD-3)

  -- $275 million senior secured term loan A due 2020, assigned
     Ba3 (LGD-3)

  -- Speculative grade liquidity rating unchanged at SGL-2

Rating outlook, Stable

TriMas' Ba3 CFR reflects the smaller size of the company following
the separation (approximately $925 million in pro forma revenues,
down from $1.5 billion), the modest level of synergies among the
retained businesses, and the potential for further portfolio
rationalization actions that could include debt-financed
acquisitions. The rating also recognizes that TriMas' operations
remain vulnerable to cyclical downturns as evidenced by the
difficult environment affecting its energy related businesses.
Despite these challenges the company benefits from solid credit
metrics for the Ba3 rating level, a healthy degree of product and
end-market diversification, and the good competitive standing of
its higher margin packaging and aerospace fastening businesses. Pro
forma for the Cequent spin-off, Moody's anticipate that
Debt-to-EBITDA will approximate 3.3x on a Moody's adjusted basis.

The rating outlook is stable, reflecting Moody's expectation that
continued growth in the higher margin Packaging and Aerospace
segments will mitigate weakness in energy-related markets. The
stable outlook also incorporates expectations for a gradual
improvement in operating margins and an absence of large
debt-financed acquisitions in the next few quarters.

The ratings would be considered for an upgrade if the company were
to reduce debt such that Debt-to-EBITDA was sustained below 2.25x
with operating margins consistently in the mid-teens and FCF/Debt
comfortably in excess of 20%. Meaningful and sustained operating
improvements in the Energy and Engineered segments would also be
prerequisites for any upward rating action.

The rating could be downgraded if Debt-to-EBITDA were remain above
3.25x on a sustained basis or if free cash flow generation were to
weaken such that free cash flow as a % of debt was anticipated to
remain below 7.5%. The ratings could also come under pressure if
the Packaging or Aerospace segments were to experience a meaningful
decline in earnings or if the Energy or Engineered Products
segments were to experience further earnings erosion. Debt-financed
acquisitions or shareholder friendly actions that result in
materially weaker credit metrics that were inconsistent with the
Ba3 rating category could also pressure the rating downward.

TriMas Corporation ("TriMas") is a diversified industrial
manufacturer. The company is currently separating into two
independent publicly-traded companies comprised of its packaging,
aerospace, energy and engineered components segments ("TriMas") and
towing, trailering and cargo management products ("Horizon Global
Corporation"). Pro forma March 2015 revenues after adjusting for
the spin-off are approximately $925 million.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 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.



TRIPLANET PARTNERS: Seeks Sale of West Broadway Apt. for $3.7MM
---------------------------------------------------------------
Triplanet Partners, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to approve the sale of its apartment,
located at 402 West Broadway, 4th Floor, in New York, to 521
Broadway Holdings LLC for $3,700,000.

The Contract of Sale includes specific provisions whereby the
Debtor agrees to stop marketing the Apartment or seek other offers
for the Apartment.  However, to the extent the Debtor does enter
into an agreement with a third-party other than the Purchaser, the
Contract of Sale also provides that the Debtor can only do so if
the offer is at least 125% of the Purchaser Price and the Debtor
pays the Purchaser a break-up fee equal to 25% of the difference in
the new purchase price and current Purchase Price.  These Purchaser
Protections were essential for the Purchaser to enter into the
Contract of Sale, the Debtor's counsel, A. Mitchell Greene, Esq.,
at Robinson Brog Leinwand Greene Genovese & Gluck P.C., in New
York, tells the Court.

Additionally, because the Apartment is also a cooperative, the
Contract of Sale provides that the Debtor will sell its share and
proprietary lease to the Purchaser.

Mr. Greene says in the Debtor's business judgment, the relief
sought will maximize the Debtor's recovery on its assets and is
therefore in the best interests of its estate and creditors.
Specifically, the soundness of the Debtor's decision is supported
by the fact that the sale of the Apartment is the most significant
asset that the estate currently owns.  Mr. Greene notes that
selling the Property to the Purchaser will allow for recovery of
funds to satisfy the claim of Benjamin Roberts, which the Debtor is
in the process of settling and to provide a recovery for the
Debtor's other creditors.  Mr. Greene further tells the Court that
the Debtor intends to implement its plan of reorganization by the
sale of the Apartment and utilizing the net sale proceeds to make a
distribution to Roberts at closing and to the Debtor's other
creditors in accordance with Bankruptcy Code priorities.  He adds
that the Apartment has been thoroughly marketed by Camelot
Brokerage Services Corp. and the Purchase Price represents the
highest and best offer for the Apartment.

The Debtor is represented by:

          A. Mitchell Greene, Esq.
          ROBINSON BROG LEINWAND GREENE
          GENOVESE & GLUCK P.C
          875 Third Avenue
          New York, NY 10022
          Telephone: 212-603-6300
          Email: amg@robinsonbrog.com
              
                    About Triplanet Partners

Triplanet Partners LLC filed a Chapter 11 bankruptcy
petition
(Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014.
Sophien 
Bennaceur signed the petition as manager. The Debtor
disclosed 
$19.9 million in assets and $33.7 million in
liabilities. Arnold
 Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene Genovese &
Gluck, P.C., serves as the Debtor's
counsel. Judge Robert D.
Drain oversees the case.



No official committee of unsecured creditors has been appointed
in
 the case.



The Court entered an order extending until Oct. 15, 2014,

Triplanet Partners, LLC's time to assume or reject a
non-
residential real property lease with Regus Management
Group.



U.S. VIRGIN ISLANDS: Fitch Affirms 'BB-' Rating on GO Bond
----------------------------------------------------------
Fitch Ratings affirms these ratings for the U.S. Virgin Islands
(USVI):

   -- $765.8 million in outstanding USVI Public Finance Authority
      (VIPFA) bonds (Virgin Islands gross receipts tax (GRT) loan
      note) (senior lien) at 'BBB';

   -- Implied general obligation (GO) bond rating for the USVI at
      'BB-' (there are no outstanding USVI stand-alone GO bonds).

The Rating Outlook remains Negative.

SECURITY

The GRT revenue bonds issued by VIPFA are secured by a pledge of
GRT collections from the USVI deposited to the trustee for
bondholders prior to their use for general purposes.  The bonds
also carry a GO pledge of the USVI.

KEY RATING DRIVERS

GRT SECURITY INSULATED FROM GOVERNMENT OPERATIONS: Bonds issued by
the VIPFA and secured by the GRT are insulated from general fund
operations through a collection process that allocates pledged
revenues to a separate escrow account.  Debt service coverage
remains satisfactory; MADS coverage from fiscal 2014 GRT revenue
was 2.6x for senior lien debt and 2.5x for all GRT-secured
obligations, and revenues have stabilized as the strengthening US
economy has increased tourism in the USVI.  The Negative Outlook
reflects concern that the USVI will over-leverage this revenue
source in light of its limited economy and strained financial
operations

NARROW AND WEAK ECONOMY: The economy is limited, dependent on
tourism and vulnerable to disruption from natural disasters.  The
closure in 2012 of the Hovensa refinery, the USVI's former largest
taxpayer and employer, resulted in sizable employment and
government operating revenue losses.

WEAK FINANCIAL POSITION: Longstanding fiscal challenges were
compounded in the most recent recession and by the closure of
Hovensa.  A volatile trend in revenues has strained financial
operations and the USVI continues to grapple with high fixed-cost
burdens and difficulty in reducing expenditures.  Enacted budgets
are routinely imbalanced and the territory has relied on borrowing
to close both its operating gaps and maintain liquidity; practices
that are expected to continue into fiscal 2016.  Fitch believes
future budgeting options are limited, resulting in the maintenance
of the Negative Outlook.

MARKET ACCESS FOR BORROWING IS ESSENTIAL: Given the USVI's need to
borrow for liquidity purposes, an inability to access capital
markets for this purpose would pressure the rating.

HIGH DEBT AND LIABILITY BURDEN: Net tax-supported debt is extremely
high, and dedication of revenues to debt service reduces fiscal
flexibility.  Other liabilities for pensions and unpaid retroactive
salaries further weigh on the territory's limited resources.

STABILITY FROM U.S. TERRITORY STATUS: Although the USVI enjoys less
flexibility in fiscal matters than U.S. states, the U.S. legal and
regulatory environment provides stability through some oversight of
financial operations as well as the allocation of grant and
operating revenue.

RATING SENSITIVITIES
For the GRT bonds: The rating is sensitive to a reduction in GRT
revenues, leveraging that notably reduces debt service coverage
ratios, and weakening in the USVI's general credit
characteristics.

For the Implied GO Rating: The rating is sensitive to further
erosion in the USVI's financial position and/or deterioration in
the USVI's economy, continued issuance of debt for operations,
failure to stabilize pension funding.

CREDIT PROFILE

The 'BBB' rating on the GRT bonds reflects the structure's legal
protections and satisfactory coverage of debt service by pledged
revenues.  GRT bonds are secured by the USVI's pledge of GRT
revenues with all collections deposited daily to a special escrow
account.  With the exception of a small required payment for
housing, all revenues are allocated to the trustee for the benefit
of bondholders, only after which are remaining receipts available
for general purposes.  The priority claim of bondholders to GRT
collections and other structural protections insulate bondholders
from the USVI's broader fiscal stress and support a rating level
that is higher than the USVI's implied GO rating of 'BB-'.

The implied GO rating of 'BB-' incorporates the significant
financial and economic pressures faced by the USVI.  A severely
unbalanced operating budget has led to multiple years of borrowing
to fund ongoing operations and reported operating deficits.  Budget
imbalance is expected to remain over the next several fiscal years
and the USVI is considering a refinancing of its outstanding GRT
and matching fund bond debt service to provide budgetary relief
over the next five fiscal years.  While the exact structure of the
refinancing is currently unknown, the USVI is targeting $280
million in aggregate budgetary savings through fiscal 2020 or about
$56 million per annum over the next five fiscal years.  Fitch will
review the refinancing and the USVI's financial plans, once they
are announced, to determine if there is any impact to the ratings
for the implied GO and GRT bonds.

The economy is limited and unemployment rates remain high following
the large layoffs related to the closure of Hovensa in 2012.

COVERAGE OF GROSS RECEIPTS TAX BONDS REMAINS SATISFACTORY

The USVI increased the GRT tax rate to 5% from 4.5%, effective
March 1, 2012, to balance the budget in the fiscal year ending
Sept. 30, 2012 and close a gap caused in part by expected revenue
losses related to the January 2012 closure of Hovensa, the USVI's
former largest employer and taxpayer.  The increase in rate
initially contributed to 5.5% revenue growth in fiscal 2012;
however, the softening economy led to a 0.3% decline in fiscal
2013.  Revenue in fiscal 2014 showed stability with 0.6% growth to
almost $157 million, providing solid coverage of debt service.

Senior lien debt service coverage from fiscal 2014 collections that
are certified by an independent auditor was 3.1x when including
unrated, junior lien obligations, combined debt service coverage
was 2.8x that year.  These coverage levels are down notably from
the prior fiscal year (senior lien coverage of 3.6x and combined
coverage of 3.4x) due to the modest growth in GRT revenue and a
significant increase in debt service requirements related to cash
flow and capital bond issuance.  Coverage of maximum annual debt
service (MADS) on all GRT-secured debt was 2.5x by fiscal 2014
revenues, down from 2.7x by fiscal 2013 revenues.

The USVI has budgeted for 5.6% growth in GRT collections for fiscal
2015, which ends on Sept. 30, 2015, and Fitch believes this target
is achievable based on very strong collections through the first
half of the fiscal year (up 10.5% year over year [yoy]), supported
by recent solid growth in the USVI's tourism industry. Fiscal 2015
budgeted revenues would produce annual debt service coverage on
senior lien debt of 3.1x while coverage of all-GRT debt would
approximate 2.7x.  Coverage of MADS on all GRT debt from budgeted
revenues in fiscal 2015 indicate a MADS coverage level of about
2.6x.

ADEQUATE SECURITY PROVISIONS

Security features include an additional bonds test requiring 1.5x
MADS coverage by historical and prospective revenues, a debt
service reserve funded at MADS, and covenants precluding tax rate
reductions or the granting of excessive tax incentives.
Additionally, should a 1.5x MADS coverage level be reached in any
12-month period, the USVI has covenanted to seek out additional
revenue to pledge to the bonds.  With the rate increase to 5% in
March 2012, the USVI amended the bond resolution to permit the GRT
rate to fall back to 4.5% should corporate income tax (CIT)
receipts reach $185 million in any fiscal year; CIT receipts were
$79 million in fiscal 2014.  The USVI and VIPFA are ineligible to
file for protection under the U.S. Bankruptcy Code.



UMASS MEMORIAL: Moody's Alters Ratings Outlook to Positive
----------------------------------------------------------
Moody's Investors Service revises UMass Memorial Health Care's
outlook to positive from negative and affirms the Ba1 rating. The
system has $276 million of rated debt.

The revision of the outlook to positive reflects recent changes to
bank debt agreements that reduce near-term capital structure risk,
better than budgeted FY 2014 operating performance with stronger
performance at the Medical Center, and continued positive
operations during the first half of FY 2015.

The Ba1 rating also benefits from the system's role as a large and
diversified health system serving central Massachusetts and the
Medical Center's important role as an academic medical center
affiliated with University of Massachusetts Medical School
(University of Massachusetts system rated Aa2/negative).

Key credit challenges suppressing the rating include depressed
liquidity largely due to delayed Supplemental Medicaid Funding from
the state, uncertain scope of future capital and borrowing needs,
and the need to demonstrate durability of positive operating
margins.

The revision of the outlook to positive from negative reflects
recent changes to bank debt documents that significantly mitigate
capital structure risks and a return to positive operations. The
rating could be upgraded as a result of receipt of Supplemental
Medicaid Funding, continued positive operating performance, as well
as manageable additional capital and borrowing plans.

What could make the rating go up:

- Receipt of delayed Supplemental Medicaid Funding and increased
   liquidity

- Clarification of future capital needs and assumption of
   manageable amount of additional debt with low risk structure

- Continued durability of improved operating performance with a
   longer-term demonstrated track record of stronger operating
   cash flow and at least stabilization of patient volumes

what could make the rating go down:

- A return to deficit operations or protracted declines in
   patient volumes

- Significant reduction in Supplemental Medicaid Funding or
   extended delay in receipt of funding with resulting decline in
   liquidity

- Weakened headroom under debt covenants and projected covenant
   default

UMass Memorial Health System is a large diversified, multi-hospital
healthcare system serving central Massachusetts, with over 47,000
inpatient admissions and $2.2 billion of operating revenue
generated in FY 2014. UMass Medical Center, the academic medical
center, operates a 779-bed acute care hospital on the two campuses
in Worcester, MA and reflects the 1998 merger of Memorial Health
System and University of Massachusetts Hospital System. The system
also includes the HealthAlliance Hospitals in Fitchburg and
Leominster, Clinton, and Marlborough Hospitals as well as the
physician practice group with approximately 1,000 physicians.

Effective March 31, 2014, the obligated group was expanded to
include the following members: UMass Memorial Health Care Inc.,
UMass Memorial Medical Center, UMass Memorial Health Ventures Inc.,
and HealthAlliance Hospitals. Payments under the Loan and Trust
Agreement are joint and several unconditional obligations of the
obligated group members. The Medical Center has granted a mortgage
on certain property to secure the rated bonds. At FYE 2014, the
recently expanded obligated group represented over three quarters
of the system's operating revenue and unrestricted cash and
investments.

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


UNIFRAX I: Moody's Says CFR Unchanged on Repricing Transaction
--------------------------------------------------------------
Moody's Investors Service said that Unifrax I LLC's proposed
re-pricing transaction is a modest credit positive, but not
significant enough to affect its B2 Corporate Family Rating or
negative outlook.

Unifrax I LLC produces heat-resistant ceramic fiber products and
specialty glass microfiber materials for a variety of industrial
applications. Private equity firm American Securities acquired the
company in a leveraged buyout transaction from private equity firm
AEA Investors in late 2011 after selling the business to AEA in
2007. Headquartered in Tonawanda, N.Y., Unifrax generated revenues
of approximately $551 million for the twelve months ended March 31,
2015.



UNITED GILSONITE: Chapter 11 Case Closed
----------------------------------------
United Gilsonite Laboratories sought and obtained from Judge Robert
N. Opel, II, of the U.S. Bankruptcy Court for the Middle District
of Pennsylvania a final decree and order closing its Chapter 11
case.

Mark B. Conlan, Esq., at Gibbons P.C., in Newark, New Jersey, says
all matters related to the Chapter 11 Case have been completed.
Mr. Conlan tells the Court that all distributions have been made or
are being made in accordance with the Debtor's Modified First
Amended Plan of Reorganization.  He adds that all fees due under 28
U.S.C. Section 1930 as of May 5, 2015, has been timely paid and any
fees due thereafter will be paid as and when due.

The Debtor is represented by:

          Mark B. Conlan, Esq.
          Karen A. Giannelli, Esq.
          Frank J. Vecchione, Esq.
          GIBBONS P.C.
          One Gateway Center
          Newark, NJ 07102-5310
          Telephone: 973-596-4500
          Facsimile: 973-596-0545
          Email: mconlan@gibbonslaw.com
                 kgiannelli@gibbonslaw.com
                 fvecchione@gibbonslaw.com

               About United Gilsonite Laboratories

Scranton, Pennsylvania-based United Gilsonite Laboratories is a

small family-owned corporation engaged in the manufacturing of

wood and masonry finishing products and paint sundries. United

Gilsonite filed for Chapter 11 bankruptcy protection (Bankr.
M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address
asbestos-
related claims. UGL is best known for Drylok, a
leak-prevention
 and waterproofing compound, and Zar wood
finish.



Judge Robert N. Opel, II, oversees the case. Mark B.
Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy
counsel.
 Joseph M. Alu & Associates P.C. serves as accountants.
K&L Gates 
LLP serves as special insurance counsel. Garden City
Group is the
 claims and notice agent. The Company disclosed
$21,084,962 in 
assets and $3,008,688 in liabilities as of the
Chapter 11 filing.



Roberta A. DeAngelis, United States Trustee for Region 2,

appointed five creditors to serve on an Official Committee of

Unsecured Creditors. Montgomery, McCracken, Walker & Rhoads,
LLP,
 represents the Committee. The Committee retained Legal
Analysis
 Systems, Inc., as its consultant on the valuation of
asbestos
 liabilities.



James L. Patton, Jr., has been appointed as legal representative

for future holders of personal injury or wrongful death claims

based on alleged exposure to asbestos and asbestos-containing

products. He retained Young Conaway Stargatt & Taylor LLP as his

attorneys.



Charter Oak Financial Consultants LLC serves as financial
advisor
 to the Unsecured Creditors Committee and the Future
Claimants 
Representative.


UNIVERSAL COOPERATIVES: Needs Until Aug. 7 to File Plan
-------------------------------------------------------
Universal Cooperatives, Inc., et al., filed a fourth motion asking
the U.S. Bankruptcy Court for the District of Delaware to further
extend the period by which they have exclusive right to file a plan
through and including Aug. 7, 2015, and the period by which they
have exclusive right to solicit acceptances of that plan through
and including Oct. 5, 2015.

According to Travis G. Buchanan, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, as of June 5, 2015, the
Debtors and Official Committee of Unsecured Creditors are working
cooperatively to finalize and file a joint plan of liquidation and
disclosure statement, which the parties intend to file in the near
term.  The Plan, Mr. Buchanan tells the Court, incorporates a
global settlement negotiated and agreed to by and between the
Debtors, Pension Benefit Guaranty Corporation, and the Committee.

The Global Settlement represents a compromise and settlement of
numerous Debtor-creditor and intercreditor issues and is designed
to achieve an economic settlement of claims, including the PBGC's
claims, against the Debtors' estates and an efficient resolution of
the Chapter 11 Cases, Mr. Buchanan says.  Accordingly, with the
Committee's support, the Debtors seek additional time to finalize
the Global Settlement, Plan and Disclosure Statement that the
parties anticipate will bring the Chapter 11 Cases to an orderly
and efficient conclusion.

The Debtors are also represented by Robert S. Brady, Esq., and
Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware; and Mark L. Prager, Esq., Michael J.
Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner
LLP, in Chicago, Illinois.

                About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.


UTSTARCOM HOLDINGS: Posts $5.4 Million Net Loss in First Quarter
----------------------------------------------------------------
UTStarcom reported a net loss of $5.4 million on $32.9 million of
net sales for the three months ended March 31, 2015, compared to a
net loss of $3.3 million on $32.3 million of net sales for the same
period in 2014.

As of March 31, 2015, the Company had $258 million in total assets,
$150 million in total liabilities, and $108 million in total
equity.

Mr. William Wong, UTStarcom's chief executive officer, stated, "We
again delivered a better than expected top line performance and
also began to drive incremental improvements in our gross margin
compared to the same period in last year.  Although several new
products are still in the early stages of their product life cycle
and we await their positive impact on the top and bottom line, at
the same time, new contract wins have been strong which we believe
is a positive sign about our product development efforts."

"In relation to this continued focus on securing profitable
revenue, moving forward, we intend to shift most of our resources
to the further development and sales of our higher margin product
lines to ensure we fully capitalize on the demand in certain key
geographies that are responsive to our improving offerings.
Moreover, we are aware that we need to respond to a need to make
our business much more nimble, efficient and profitable, which also
will mean smaller, so we are taking steps to further fine-tune our
business model and reduce our cost structure as we enter the
balance of fiscal 2015.  As we progress through the year, we will
remain steadfast in our commitment to executing a comprehensive and
successful business transformation that benefits UTStarcom and all
of its stakeholders."

Mr. Min Xu, UTStarcom's chief financial officer, commented, "In the
first quarter, we continued our focus on executing with strong
operational and financial discipline.  Also, while we remained
focused on tightly managing our cost structure, we realigned our
organization in order to reinforce the strength of our core
business which will drive our future performance.  We will continue
our aggressive efforts to generate a profitable revenue stream,
effectively manage our operations and overall cost structure, and
improve margins and profitability."

As of March 31, 2015, UTStarcom had cash, cash equivalents and
short-term investments of $67.9 million.

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

                        http://is.gd/RCgvfb

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom reported a net loss of $30.3 million in 2014, a net loss
of $22.7 million in 2013 and a net loss of $34.4 million in 2012.


WALTER ENERGY: Negotiating Bankruptcy as Soon as This Month
-----------------------------------------------------------
Laura J. Keller, writing for Bloomberg News, reported that two
people with knowledge of the discussions said coal miner Walter
Energy Inc. is negotiating a debt restructuring with senior lenders
that may put the unprofitable coal producer into bankruptcy as soon
as this month.

According to the report, Walter Energy, which rejected earlier
proposals sent by creditors, is expected to send a revised plan to
first-lien lenders, including Blackstone Group LP's credit arm,
Franklin Resources Inc. and Cyrus Capital Partners, that includes a
request for a debtor-in-possession loan that would allow the
company to operate while in bankruptcy, said the people, who
requested not to be identified because the talks are private.

                        About Walter Energy

Walter Energy -- http://www.walterenergy.com/--  is a publicly    

traded "pure-play" metallurgical coal producer for the global
steel industry with strategic access to steel producers in Europe,
Asia and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
As of Dec. 31, 2014, Walter Energy had $5.38 billion in total
assets, $5.10 billion in total liabilities, and $282 million in
stockholders' equity.

                            *    *    *

As reported by the TCR on April 21, 2015, Standard & Poor's
Ratings Services lowered its corporate credit rating on Walter
Energy Inc. to 'D' from 'CCC+'.  

"We lowered the ratings on Birmingham, Ala.-based coal miner
Walter Energy after the Company elected not to pay approximately
$62 million in aggregate interest payments on its 9.5% senior
secured notes due 2019 and its 8.5% senior notes due 2021.  A
payment default has not occurred under the indentures governing
the
notes, which provide a 30-day grace period.  However, we consider
a
default to have occurred because we do not expect a payment to be
made within the stated grace period given the company's heavy debt
burden, which we view to be unsustainable.  In our opinion, the
Company has sufficient liquidity to operate over the next several
months as it works with creditors to restructure its balance
sheet.
Cash and investments totaled approximately $435 million on March
31, 2015."

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WENATCHEE, WA: Moody's Raises LTGO Rating on $2.44MM Debt to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded to Ba1 from B1 Wenatchee,
Washington's limited tax general obligation (LTGO) rating,
affecting $2.44 million of debt outstanding.

The upgrade to Ba1 from B1 reflects substantially diminished
financial risks following the June 2012 default on a contingent
loan agreement (CLA), improving operating flexibility and a
strengthening balance sheet, and measured but ongoing recovery in
the local economy. Despite strengths in many elements, the credit
profile is weakened by the reduced but still present risk of
unwillingness to pay a limited tax general obligation, as evidenced
by the CLA default.

Outlooks usually are not assigned to local governments with this
amount of debt outstanding.

What Could Make the Rating Go UP:

- Demonstrated commitment to the prioritization of the city's
   limited tax general obligation pledge

- Expansion of tax base and increased economic diversity

- Improvement in available liquidity and reserves

- Sustained self-sufficiency of PFD

What Could Make the Rating Go DOWN:

- Weakened liquidity and reserves

- Prolonged downturn in economy

- Deterioration of/increased subsidy of PFD or city enterprise
   activities

Wenatchee is located 140 miles northeast of Seattle (Aaa stable),
at the confluence of the Columbia and Wenatchee rivers. Wenatchee
is the largest city in Chelan County, the Chelan County seat, and
the major urban center for a region that has traditionally depended
on agriculture as an economic mainstay. Wenatchee had a population
of 31,925 at the 2010 Census.

The bonds are secured by the city's limited tax general obligation
(LTGO) pledge.

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


YAMANA GOLD: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toronto-based Yamana Gold Inc. to stable from positive.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings on Yamana.  The
'3' recovery rating, which corresponds with what S&P considers
meaningful (50%-70%, at the high end of the range), recovery, is
unchanged.

"The outlook revision primarily reflects our expectation that
Yamana will maintain what we assess as an intermediate financial
risk profile over the next two years," said Standard & Poor's
credit analyst Jarrett Bilous.  "Yamana's credit metrics have not
improved as quickly as expected following its 50% acquisition of
Osisko Mining Corp. in 2014, with leverage ratios at first-quarter
2015 considered high for the company's financial risk assessment,"
Mr. Bilous added.

S&P now estimates the company will generate an adjusted
debt-to-EBITDA ratio in the mid-2x range through 2016 and funds
from operations(FFO)-to-debt near 30%.  At these levels, Yamana's
estimated core credit measures fall short of S&P's upside triggers
for the rating and, in its view, no longer warrant a positive
outlook.

S&P's view of Yamana's business risk profile as fair primarily
reflects the company's relatively low-cost production profile and
favorable profitability.  S&P's assessment also takes into account
Yamana's exposure to historically volatile commodity prices and
lower earnings diversification relative to most investment-grade
peers.

S&P's viewS of Yamana's financial risk profile as intermediate
primarily reflects S&P's expectation that the company's core credit
measures will modestly improve over the next two years.

The stable outlook reflects S&P's expectation for modest
improvement in Yamana's core credit ratios over the next two years.
In S&P's base-case scenario, it estimates the company will
generate adjusted debt-to-EBITDA in the mid-2x area and FFO-to-debt
of close to 30%, which takes into account the expected monetization
of Yamana's Brio Gold subsidiary.

S&P could lower the ratings on Yamana if the company generates
adjusted debt-to-EBITDA above 3x for a sustained period, with
FFO-to-debt approaching 20%.  In this scenario, S&P would expect
gold prices to average about US$1,100 per oz without a
corresponding improvement in the company's cash cost position.

S&P could raise its rating on Yamana if S&P expects the company
will generate adjusted debt-to-EBITDA below 2x and FFO-to-debt in
the mid-40% area for a sustained period, while maintaining at least
a fair business risk profile.  In this scenario, S&P would expect
earnings and cash flow growth mainly from higher average gold
prices that lead to increased free operating cash flow available
for debt repayment.



ZELOUF INTERNATIONAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Zelouf International Corp.
           fka ZIC Corp.
        225 West 37th Street, 10th Floor
        New York, NY 10018

Case No.: 15-11501

Chapter 11 Petition Date: June 8, 2015

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

Judge: Hon. Sean H. Lane

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  KLESTADT WINTERS JURELLER SOUTHARD &
                  STEVENS, LLP
                  Southard & Stevens, LLP
                  570 Seventh Avenue, 17th Floor
                  New York, NY 10018
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: tklestadt@klestadt.com

Debtor's          COOLEY LLP
Special
Litigation
Counsel:

Debtor's          PRYOR CASHMAN LLP
Special
Corporate
Counsel:

Debtor's          ALBINDER ALTMAN & BLOCK LLP
Accountants:

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Danny S. Zelouf, president.

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


[*] Quick Bankruptcy Exit May Lead to Return Trip
-------------------------------------------------
Jodi Xu Klein, writing for Bloomberg News, reported that
restructuring professionals who gathered for a conference in
Philadelphia, concluded that a quick exit from bankruptcy court may
be the surest way back in for distressed companies.

According to the report, the restructuring professionals, in coming
up with the conclusion, cited an increase in hedge funds and other
alternative investors in the distressed-investing business for
shortening the average length of time companies spend in court to
less than a year in 2014.  That compares with an average of nearly
two years a decade ago, they said, the report related.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                Total
                                               Share-      Total
                                   Total     Holders'    Working
                                  Assets       Equity    Capital
  Company         Ticker            ($MM)        ($MM)      ($MM)
  -------         ------          ------     --------    -------
ABSOLUTE SOFTWRE  ALSWF US         111.9         (5.5)      (0.6)
ABSOLUTE SOFTWRE  OU1 GR           111.9         (5.5)      (0.6)
ABSOLUTE SOFTWRE  ABT2EUR EU       111.9         (5.5)      (0.6)
ABSOLUTE SOFTWRE  ABT CN           111.9         (5.5)      (0.6)
ACCRETIVE HEALTH  ACHI US          510.0        (85.6)     (17.7)
ADVANCED EMISSIO  ADES US          106.4        (46.1)     (15.3)
ADVANCED EMISSIO  OXQ1 GR          106.4        (46.1)     (15.3)
ADVENT SOFTWARE   ADVS US          424.8        (50.1)    (110.8)
ADVENT SOFTWARE   AXQ GR           424.8        (50.1)    (110.8)
AEROJET ROCKETDY  AJRD US        1,911.7       (126.4)     109.8
AEROJET ROCKETDY  GCY TH         1,911.7       (126.4)     109.8
AEROJET ROCKETDY  GCY GR         1,911.7       (126.4)     109.8
AIR CANADA        AC CN         11,581.0     (1,213.0)     (95.0)
AIR CANADA        ADH2 TH       11,581.0     (1,213.0)     (95.0)
AIR CANADA        ACEUR EU      11,581.0     (1,213.0)     (95.0)
AIR CANADA        ADH2 GR       11,581.0     (1,213.0)     (95.0)
AIR CANADA        ACDVF US      11,581.0     (1,213.0)     (95.0)
AK STEEL HLDG     AKS* MM        4,556.3       (392.9)     949.0
AK STEEL HLDG     AKS US         4,556.3       (392.9)     949.0
AK STEEL HLDG     AK2 TH         4,556.3       (392.9)     949.0
AK STEEL HLDG     AK2 GR         4,556.3       (392.9)     949.0
ALLIANCE HEALTHC  AIQ US           551.6        (88.9)      46.7
AMC NETWORKS-A    AMCX* MM       4,049.4        (89.4)     597.5
AMC NETWORKS-A    9AC GR         4,049.4        (89.4)     597.5
AMC NETWORKS-A    AMCX US        4,049.4        (89.4)     597.5
AMER RESTAUR-LP   ICTPU US          33.5         (4.0)      (6.2)
AMYLIN PHARMACEU  AMLN US        1,998.7        (42.4)     263.0
ANGIE'S LIST INC  8AL GR           178.8        (15.6)     (13.1)
ANGIE'S LIST INC  ANGI US          178.8        (15.6)     (13.1)
ANGIE'S LIST INC  8AL TH           178.8        (15.6)     (13.1)
ANTHERA PHARMACE  6TA1 GR            3.5         (2.3)      (2.7)
ANTHERA PHARMACE  ANTHEUR EU         3.5         (2.3)      (2.7)
ANTHERA PHARMACE  ANTH US            3.5         (2.3)      (2.7)
ANTHERA PHARMACE  6TA1 TH            3.5         (2.3)      (2.7)
ASPEN TECHNOLOGY  AZPN US          317.1        (26.8)     (17.4)
ASPEN TECHNOLOGY  AST GR           317.1        (26.8)     (17.4)
AUTOZONE INC      AZ5 TH         7,950.0     (1,468.7)    (709.5)
AUTOZONE INC      AZ5 GR         7,950.0     (1,468.7)    (709.5)
AUTOZONE INC      AZOEUR EU      7,950.0     (1,468.7)    (709.5)
AUTOZONE INC      AZO US         7,950.0     (1,468.7)    (709.5)
AVID TECHNOLOGY   AVID US          182.0       (344.7)    (165.7)
AVID TECHNOLOGY   AVD GR           182.0       (344.7)    (165.7)
BARRACUDA NETWOR  7BM GR           389.3        (39.1)      29.1
BARRACUDA NETWOR  CUDA US          389.3        (39.1)      29.1
BERRY PLASTICS G  BP0 GR         5,214.0        (73.0)     758.0
BERRY PLASTICS G  BERY US        5,214.0        (73.0)     758.0
BRINKER INTL      BKJ GR         1,437.3        (32.1)    (216.6)
BRINKER INTL      EAT US         1,437.3        (32.1)    (216.6)
BRP INC/CA-SUB V  BRPIF US       2,347.9        (26.9)     291.8
BRP INC/CA-SUB V  DOO CN         2,347.9        (26.9)     291.8
BRP INC/CA-SUB V  B15A GR        2,347.9        (26.9)     291.8
BURLINGTON STORE  BUI GR         2,624.6        (66.0)      54.4
BURLINGTON STORE  BURL US        2,624.6        (66.0)      54.4
BURLINGTON STORE  BURL* MM       2,624.6        (66.0)      54.4
CABLEVISION SY-A  CVY TH         6,701.2     (5,022.6)      50.8
CABLEVISION SY-A  CVC US         6,701.2     (5,022.6)      50.8
CABLEVISION SY-A  CVCEUR EU      6,701.2     (5,022.6)      50.8
CABLEVISION SY-A  CVY GR         6,701.2     (5,022.6)      50.8
CABLEVISION-W/I   8441293Q US    6,701.2     (5,022.6)      50.8
CABLEVISION-W/I   CVC-W US       6,701.2     (5,022.6)      50.8
CAMBIUM LEARNING  ABCD US          154.9        (77.3)     (19.9)
CARBYLAN THERAPE  CBYL US            7.7         (9.4)      (6.7)
CASELLA WASTE     WA3 GR           649.9         (8.5)     (18.9)
CASELLA WASTE     CWST US          649.9         (8.5)     (18.9)
CEDAR FAIR LP     FUN US         2,005.9        (21.2)     (74.4)
CEDAR FAIR LP     7CF GR         2,005.9        (21.2)     (74.4)
CENTENNIAL COMM   CYCL US        1,480.9       (925.9)     (52.1)
CHOICE HOTELS     CHH US           661.1       (413.5)     175.4
CHOICE HOTELS     CZH GR           661.1       (413.5)     175.4
CINCINNATI BELL   CBB US         1,733.0       (599.6)      46.3
CINCINNATI BELL   CIB GR         1,733.0       (599.6)      46.3
CLEAR CHANNEL-A   CCO US         6,179.8       (255.3)     410.7
CLEAR CHANNEL-A   C7C GR         6,179.8       (255.3)     410.7
CLIFFS NATURAL R  CLF US         2,702.6     (1,782.1)     677.9
CLIFFS NATURAL R  CLF* MM        2,702.6     (1,782.1)     677.9
CLIFFS NATURAL R  CVA GR         2,702.6     (1,782.1)     677.9
CLIFFS NATURAL R  CLF2EUR EU     2,702.6     (1,782.1)     677.9
CLIFFS NATURAL R  CVA TH         2,702.6     (1,782.1)     677.9
COLLEGIUM PHARMA  COLL US            5.1        (12.2)      (5.9)
CONNECTURE INC    2U7 GR            96.0        (33.2)     (24.9)
CONNECTURE INC    CNXR US           96.0        (33.2)     (24.9)
CORINDUS VASCULA  CVRS US            0.0         (0.0)      (0.0)
CORIUM INTERNATI  CORI US           62.7         (0.4)      35.9
CORIUM INTERNATI  6CU GR            62.7         (0.4)      35.9
CYAN INC          YCN GR           112.1        (18.4)      56.9
CYAN INC          CYNI US          112.1        (18.4)      56.9
DELEK LOGISTICS   D6L GR           332.6        (20.6)      11.8
DELEK LOGISTICS   DKL US           332.6        (20.6)      11.8
DIRECTV           DIG1 GR       24,301.0     (4,280.0)     482.0
DIRECTV           DTV US        24,301.0     (4,280.0)     482.0
DIRECTV           DTVEUR EU     24,301.0     (4,280.0)     482.0
DIRECTV           DTV CI        24,301.0     (4,280.0)     482.0
DOMINO'S PIZZA    DPZ US           637.0     (1,213.6)     170.7
DOMINO'S PIZZA    EZV GR           637.0     (1,213.6)     170.7
DOMINO'S PIZZA    EZV TH           637.0     (1,213.6)     170.7
DUN & BRADSTREET  DNB US         2,027.7     (1,201.3)    (276.7)
DUN & BRADSTREET  DNB1EUR EU     2,027.7     (1,201.3)    (276.7)
DUN & BRADSTREET  DB5 GR         2,027.7     (1,201.3)    (276.7)
DUN & BRADSTREET  DB5 TH         2,027.7     (1,201.3)    (276.7)
DUNKIN' BRANDS G  2DB TH         3,360.1        (84.9)     278.7
DUNKIN' BRANDS G  2DB GR         3,360.1        (84.9)     278.7
DUNKIN' BRANDS G  DNKN US        3,360.1        (84.9)     278.7
DURATA THERAPEUT  DTA GR            82.1        (16.1)      11.7
DURATA THERAPEUT  DRTXEUR EU        82.1        (16.1)      11.7
DURATA THERAPEUT  DRTX US           82.1        (16.1)      11.7
EDGEN GROUP INC   EDG US           883.8         (0.8)     409.2
ENTELLUS MEDICAL  ENTL US           14.0         (8.0)       4.8
ENTELLUS MEDICAL  29E GR            14.0         (8.0)       4.8
EOS PETRO INC     EOPT US            1.2        (28.0)     (29.1)
EXELIXIS INC      EXELEUR EU       282.9       (146.8)      66.4
EXELIXIS INC      EX9 TH           282.9       (146.8)      66.4
EXELIXIS INC      EXEL US          282.9       (146.8)      66.4
FAIRWAY GROUP HO  FWM US           359.1        (22.6)      17.6
FAIRWAY GROUP HO  FGWA GR          359.1        (22.6)      17.6
FENIX PARTS INC   FENX US            0.8         (1.1)      (1.1)
FENIX PARTS INC   9FP GR             0.8         (1.1)      (1.1)
FERRELLGAS-LP     FEG GR         1,747.0       (128.0)      (6.4)
FERRELLGAS-LP     FGP US         1,747.0       (128.0)      (6.4)
FREESCALE SEMICO  FSLEUR EU      3,096.0     (3,454.0)   1,174.0
FREESCALE SEMICO  FSL US         3,096.0     (3,454.0)   1,174.0
FREESCALE SEMICO  1FS GR         3,096.0     (3,454.0)   1,174.0
FREESCALE SEMICO  1FS TH         3,096.0     (3,454.0)   1,174.0
GAMING AND LEISU  GLPI US        2,552.5       (125.5)       1.1
GAMING AND LEISU  2GL GR         2,552.5       (125.5)       1.1
GARDA WRLD -CL A  GW CN          1,482.9       (332.3)      47.7
GARTNER INC       GGRA GR        1,789.4       (139.5)    (420.1)
GARTNER INC       IT US          1,789.4       (139.5)    (420.1)
GENESIS HEALTHCA  SH11 GR        6,031.4       (205.5)     209.3
GENESIS HEALTHCA  GEN US         6,031.4       (205.5)     209.3
GENTIVA HEALTH    GTIV US        1,225.2       (285.2)     130.0
GENTIVA HEALTH    GHT GR         1,225.2       (285.2)     130.0
GLG PARTNERS INC  GLG US           400.0       (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US         400.0       (285.6)     156.9
GOLD RESERVE INC  GOD GR            17.9        (24.6)     (35.0)
GOLD RESERVE INC  GDRZF US          17.9        (24.6)     (35.0)
GOLD RESERVE INC  GRZ CN            17.9        (24.6)     (35.0)
GRAHAM PACKAGING  GRM US         2,947.5       (520.8)     298.5
GYMBOREE CORP/TH  GYMB US        1,187.9       (332.3)      43.0
HCA HOLDINGS INC  2BH GR        31,288.0     (6,222.0)   1,958.0
HCA HOLDINGS INC  2BH TH        31,288.0     (6,222.0)   1,958.0
HCA HOLDINGS INC  HCA US        31,288.0     (6,222.0)   1,958.0
HD SUPPLY HOLDIN  5HD GR         6,060.0       (760.0)   1,163.0
HD SUPPLY HOLDIN  HDS US         6,060.0       (760.0)   1,163.0
HERBALIFE LTD     HLF US         2,388.9       (301.2)     259.3
HERBALIFE LTD     HOO GR         2,388.9       (301.2)     259.3
HERBALIFE LTD     HLFEUR EU      2,388.9       (301.2)     259.3
HOVNANIAN ENT-A   HOV US         2,461.4       (130.0)   1,608.3
HOVNANIAN ENT-B   HOVVB US       2,461.4       (130.0)   1,608.3
HOVNANIAN-A-WI    HOV-W US       2,461.4       (130.0)   1,608.3
HUGHES TELEMATIC  HUTCU US         110.2       (101.6)    (113.8)
IHEARTMEDIA INC   IHRT US       13,581.9    (10,153.7)     683.9
INCYTE CORP       INCY US          862.6        (41.4)     466.6
INCYTE CORP       INCYEUR EU       862.6        (41.4)     466.6
INCYTE CORP       ICY GR           862.6        (41.4)     466.6
INCYTE CORP       ICY TH           862.6        (41.4)     466.6
INFOR US INC      LWSN US        6,778.1       (460.0)    (305.9)
INVENTIV HEALTH   VTIV US        2,154.4       (613.8)      84.5
IPCS INC          IPCS US          559.2        (33.0)      72.1
ISTA PHARMACEUTI  ISTA US          124.7        (64.8)       2.2
JUST ENERGY GROU  JE US          1,297.2       (638.8)     (87.0)
JUST ENERGY GROU  1JE GR         1,297.2       (638.8)     (87.0)
JUST ENERGY GROU  JE CN          1,297.2       (638.8)     (87.0)
KEMPHARM INC      KMPH US           14.1        (26.1)       6.3
LEAP WIRELESS     LEAP US        4,662.9       (125.1)     346.9
LEAP WIRELESS     LWI TH         4,662.9       (125.1)     346.9
LEAP WIRELESS     LWI GR         4,662.9       (125.1)     346.9
LENNOX INTL INC   LXI GR         1,879.5        (16.2)     369.8
LENNOX INTL INC   LII US         1,879.5        (16.2)     369.8
LORILLARD INC     LLV GR         4,154.0     (2,134.0)   1,135.0
LORILLARD INC     LLV TH         4,154.0     (2,134.0)   1,135.0
LORILLARD INC     LO US          4,154.0     (2,134.0)   1,135.0
MAJESCOR RESOURC  MJXEUR EU          0.1         (2.9)      (2.9)
MANNKIND CORP     NNF1 TH          360.0        (97.0)    (222.5)
MANNKIND CORP     NNF1 GR          360.0        (97.0)    (222.5)
MANNKIND CORP     MNKDEUR EU       360.0        (97.0)    (222.5)
MANNKIND CORP     MNKD US          360.0        (97.0)    (222.5)
MARRIOTT INTL-A   MAQ TH         6,803.0     (2,537.0)  (1,202.0)
MARRIOTT INTL-A   MAR US         6,803.0     (2,537.0)  (1,202.0)
MARRIOTT INTL-A   MAQ GR         6,803.0     (2,537.0)  (1,202.0)
MDC COMM-W/I      MDZ/W CN       1,640.1       (196.6)    (284.0)
MDC PARTNERS-A    MD7A GR        1,640.1       (196.6)    (284.0)
MDC PARTNERS-A    MDCA US        1,640.1       (196.6)    (284.0)
MDC PARTNERS-A    MDZ/A CN       1,640.1       (196.6)    (284.0)
MDC PARTNERS-EXC  MDZ/N CN       1,640.1       (196.6)    (284.0)
MERITOR INC       AID1 GR        2,317.0       (570.0)     268.0
MERITOR INC       MTOR US        2,317.0       (570.0)     268.0
MERRIMACK PHARMA  MACK US          127.0       (128.8)      (4.4)
MERRIMACK PHARMA  MP6 GR           127.0       (128.8)      (4.4)
MICHAELS COS INC  MIK US             -            -          -
MICHAELS COS INC  MIM GR             -            -          -
MONEYGRAM INTERN  MGI US         4,578.9       (261.8)     (45.4)
MOODY'S CORP      MCOEUR EU      4,976.0       (146.2)   1,901.1
MOODY'S CORP      MCO US         4,976.0       (146.2)   1,901.1
MOODY'S CORP      DUT QT         4,976.0       (146.2)   1,901.1
MOODY'S CORP      DUT GR         4,976.0       (146.2)   1,901.1
MOODY'S CORP      DUT TH         4,976.0       (146.2)   1,901.1
MORGANS HOTEL GR  MHGC US          532.4       (246.2)      31.0
MORGANS HOTEL GR  M1U GR           532.4       (246.2)      31.0
MOXIAN CHINA INC  MOXC US            9.5         (6.4)     (13.7)
MPG OFFICE TRUST  1052394D US    1,280.0       (437.3)       -
NATIONAL CINEMED  NCMI US          985.6       (219.8)      63.5
NATIONAL CINEMED  XWM GR           985.6       (219.8)      63.5
NAVISTAR INTL     IHR GR         6,925.0     (4,744.0)     770.0
NAVISTAR INTL     NAV US         6,925.0     (4,744.0)     770.0
NAVISTAR INTL     IHR TH         6,925.0     (4,744.0)     770.0
NEFF CORP-CL A    NEFF US          634.4       (202.7)     (12.8)
NEW ENG RLTY-LP   NEN US           175.7        (29.1)       -
NORTHWEST BIO     NBYA GR           49.4        (70.7)     (86.3)
NORTHWEST BIO     NWBO US           49.4        (70.7)     (86.3)
NTELOS HOLDINGS   NTLS US          708.5        (16.6)     203.7
NUGENE INTERNATI  NUGN US            0.0         (0.0)      (0.0)
OCATA THERAPEUTI  T2N1 GR            4.9         (2.1)      (0.3)
OCATA THERAPEUTI  OCAT US            4.9         (2.1)      (0.3)
OMTHERA PHARMACE  OMTH US           18.3         (8.5)     (12.0)
PALM INC          PALM US        1,007.2         (6.2)     141.7
PBF LOGISTICS LP  11P GR           402.3       (112.0)      30.1
PBF LOGISTICS LP  PBFX US          402.3       (112.0)      30.1
PHILIP MORRIS IN  PM US         33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  4I1 QT        33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  4I1 TH        33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  4I1 GR        33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  PMI SW        33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  PM FP         33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  PM1 TE        33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  PM1EUR EU     33,255.0    (12,246.0)    (705.0)
PHILIP MORRIS IN  PM1CHF EU     33,255.0    (12,246.0)    (705.0)
PLAYBOY ENTERP-A  PLA/A US         165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US           165.8        (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US        1,231.9       (150.1)     241.4
PLY GEM HOLDINGS  PG6 GR         1,231.9       (150.1)     241.4
POLYMER GROUP IN  POLGA US       1,901.8        (12.6)     315.2
POLYMER GROUP-B   POLGB US       1,901.8        (12.6)     315.2
PROTALEX INC      PRTX US            0.6        (11.5)       0.0
PROTECTION ONE    PONE US          562.9        (61.8)      (7.6)
PUREBASE CORP     PUBC US            0.3         (1.0)      (0.3)
QUALITY DISTRIBU  QDZ GR           417.9        (26.9)     110.6
QUALITY DISTRIBU  QLTY US          417.9        (26.9)     110.6
QUINTILES TRANSN  Q US           3,236.7       (612.3)     778.1
QUINTILES TRANSN  QTS GR         3,236.7       (612.3)     778.1
RAYONIER ADV      RYAM US        1,281.8        (52.6)     179.2
RAYONIER ADV      RYQ GR         1,281.8        (52.6)     179.2
RE/MAX HOLDINGS   RMAX US          362.5         (0.2)      41.0
RE/MAX HOLDINGS   2RM GR           362.5         (0.2)      41.0
REGAL ENTERTAI-A  RETA GR        2,484.4       (911.5)    (118.6)
REGAL ENTERTAI-A  RGC US         2,484.4       (911.5)    (118.6)
REGAL ENTERTAI-A  RGC* MM        2,484.4       (911.5)    (118.6)
RENAISSANCE LEA   RLRN US           57.0        (28.2)     (31.4)
RENTPATH INC      PRM US           208.0        (91.7)       3.6
REVLON INC-A      REV US         1,873.7       (658.9)     315.1
REVLON INC-A      RVL1 GR        1,873.7       (658.9)     315.1
ROUNDY'S INC      RNDY US        1,112.5        (87.0)      80.0
RURAL/METRO CORP  RURL US          303.7        (92.1)      72.4
RYERSON HOLDING   RYI US         1,903.2       (135.0)     706.3
RYERSON HOLDING   7RY GR         1,903.2       (135.0)     706.3
RYERSON HOLDING   7RY TH         1,903.2       (135.0)     706.3
SALLY BEAUTY HOL  S7V GR         2,134.9       (261.0)     766.9
SALLY BEAUTY HOL  SBH US         2,134.9       (261.0)     766.9
SBA COMM CORP-A   SBAC US        7,527.3     (1,036.8)      38.5
SBA COMM CORP-A   SBACEUR EU     7,527.3     (1,036.8)      38.5
SBA COMM CORP-A   SBJ GR         7,527.3     (1,036.8)      38.5
SBA COMM CORP-A   SBJ TH         7,527.3     (1,036.8)      38.5
SCIENTIFIC GAM-A  TJW GR         9,703.4       (189.4)     686.9
SCIENTIFIC GAM-A  SGMS US        9,703.4       (189.4)     686.9
SEARS HOLDINGS    SEE GR        13,209.0       (945.0)    (213.0)
SEARS HOLDINGS    SEE TH        13,209.0       (945.0)    (213.0)
SEARS HOLDINGS    SHLD US       13,209.0       (945.0)    (213.0)
SEQUENOM INC      SQNM US          145.5        (15.1)      84.4
SEQUENOM INC      QNMA GR          145.5        (15.1)      84.4
SEQUENOM INC      QNMA QT          145.5        (15.1)      84.4
SEQUENOM INC      QNMA TH          145.5        (15.1)      84.4
SILVER SPRING NE  9SI GR           528.2        (94.3)     (10.2)
SILVER SPRING NE  SSNI US          528.2        (94.3)     (10.2)
SILVER SPRING NE  9SI TH           528.2        (94.3)     (10.2)
SIRIUS XM CANADA  SIICF US         298.2       (128.5)    (173.7)
SIRIUS XM CANADA  XSR CN           298.2       (128.5)    (173.7)
SONIC CORP        SONCEUR EU       625.8         (0.3)      13.7
SONIC CORP        SO4 GR           625.8         (0.3)      13.7
SONIC CORP        SONC US          625.8         (0.3)      13.7
STINGRAY - SUB V  RAY/A CN         128.2        (17.8)     (41.0)
SUPERVALU INC     SJ1 TH         4,485.0       (636.0)     167.0
SUPERVALU INC     SJ1 GR         4,485.0       (636.0)     167.0
SUPERVALU INC     SVU US         4,485.0       (636.0)     167.0
SYNERGY PHARMACE  S90 GR           194.8        (24.7)     163.1
SYNERGY PHARMACE  SGYPEUR EU       194.8        (24.7)     163.1
SYNERGY PHARMACE  SGYP US          194.8        (24.7)     163.1
THERAVANCE        THRX US          488.7       (260.1)     251.4
THERAVANCE        HVE GR           488.7       (260.1)     251.4
THRESHOLD PHARMA  THLD US           88.0        (19.9)      53.1
THRESHOLD PHARMA  NZW1 GR           88.0        (19.9)      53.1
TRANSDIGM GROUP   T7D GR         7,226.2     (1,326.2)     853.8
TRANSDIGM GROUP   TDG US         7,226.2     (1,326.2)     853.8
TRINET GROUP INC  TNET US        1,620.2        (15.1)      15.2
TRINET GROUP INC  TN3 GR         1,620.2        (15.1)      15.2
TRINET GROUP INC  TNETEUR EU     1,620.2        (15.1)      15.2
TRINET GROUP INC  TN3 TH         1,620.2        (15.1)      15.2
TRYCERA FINANCIA  TRYF US            0.0         (3.3)      (3.2)
UNISYS CORP       USY1 GR        2,131.5     (1,421.3)     242.8
UNISYS CORP       UIS1 SW        2,131.5     (1,421.3)     242.8
UNISYS CORP       UISCHF EU      2,131.5     (1,421.3)     242.8
UNISYS CORP       UIS US         2,131.5     (1,421.3)     242.8
UNISYS CORP       USY1 TH        2,131.5     (1,421.3)     242.8
UNISYS CORP       UISEUR EU      2,131.5     (1,421.3)     242.8
VENOCO INC        VQ US            596.0        (31.1)      52.2
VERISIGN INC      VRS GR         2,607.7       (947.9)      17.8
VERISIGN INC      VRS TH         2,607.7       (947.9)      17.8
VERISIGN INC      VRSN US        2,607.7       (947.9)      17.8
VERIZON TELEMATI  HUTC US          110.2       (101.6)    (113.8)
VERSEON CORP      VSN LN             -            -          -
VIRGIN MOBILE-A   VM US            307.4       (244.2)    (138.3)
WEIGHT WATCHERS   WTW US         1,446.4     (1,385.2)    (260.9)
WEIGHT WATCHERS   WW6 TH         1,446.4     (1,385.2)    (260.9)
WEIGHT WATCHERS   WW6 GR         1,446.4     (1,385.2)    (260.9)
WEIGHT WATCHERS   WTWEUR EU      1,446.4     (1,385.2)    (260.9)
WEST CORP         WSTC US        3,546.2       (647.7)     247.3
WEST CORP         WT2 GR         3,546.2       (647.7)     247.3
WESTERN REFINING  WR2 GR           434.0        (27.4)      71.5
WESTERN REFINING  WNRL US          434.0        (27.4)      71.5
WESTMORELAND COA  WME GR         1,829.7       (388.7)      59.0
WESTMORELAND COA  WLB US         1,829.7       (388.7)      59.0
WYNN RESORTS LTD  WYR TH         9,151.7       (147.2)   1,135.3
WYNN RESORTS LTD  WYR QT         9,151.7       (147.2)   1,135.3
WYNN RESORTS LTD  WYR GR         9,151.7       (147.2)   1,135.3
WYNN RESORTS LTD  WYNN SW        9,151.7       (147.2)   1,135.3
WYNN RESORTS LTD  WYNNCHF EU     9,151.7       (147.2)   1,135.3
WYNN RESORTS LTD  WYNN* MM       9,151.7       (147.2)   1,135.3
WYNN RESORTS LTD  WYNN US        9,151.7       (147.2)   1,135.3
XERIUM TECHNOLOG  TXRN GR          561.0       (102.9)      81.5
XERIUM TECHNOLOG  XRM US           561.0       (102.9)      81.5
XOMA CORP         XOMA GR           78.1        (13.4)      46.2
XOMA CORP         XOMA US           78.1        (13.4)      46.2
XOMA CORP         XOMA TH           78.1        (13.4)      46.2
YRC WORLDWIDE IN  YEL1 GR        1,966.2       (479.7)     148.7
YRC WORLDWIDE IN  YEL1 TH        1,966.2       (479.7)     148.7
YRC WORLDWIDE IN  YRCW US        1,966.2       (479.7)     148.7


                            *********

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 ***