TCR_Public/150619.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 19, 2015, Vol. 19, No. 170

                            Headlines

ACQUISITIONS COGECO: S&P Assigns 'BB-' CCR, Outlook Stable
ALCO STORES: $988,000 in Claims Switched Hands March to May
ALLIED NEVADA: $1.89MM in Claims Transferred Between April & May
ALONSO & CARUS: Court Approves Hiring of Hector Lopez as Auditor
ALSIP ACQUISITION: Inks Settlement with Watermill-Alsip

AMERILIFE GROUP: Moody's Assigns 'B3' Corp. Family Rating
AMR CORP: Bid to Stay Arbitration in "Krakowski" Case Denied
AP-LONG BEACH: Seeks Sept. 15 Extension of Solicitation Period
ATI HOLDINGS: S&P Lowers Rating on Secured Debt to 'B'
BANK OF AMERICA: Fitch Hikes Preferred Stock Rating to 'BB+'

BEHAVIORAL SUPPORT: Opposes Appointment of Patient Care Ombudsman
BIG JACK: Moody's Assigns B3 Rating to New $260MM Secured Loans
CARECENTRIX HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
CDC INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
CHASSIX HOLDINGS: Court Approves Kurtzman Carson as Panel's Agent

CHASSIX HOLDINGS: Court Approves Teneo as Panel's Advisor
CHASSIX HOLDINGS: Court Okays Akin Gump as Committee Counsel
CINEMARK HOLDINGS: S&P Raises CCR to 'BB', Outlook Stable
CLEARWATER SEAFOODS: Moody's Alters Outlook to Stable
CNL LIFESTYLE: S&P Affirms 'B' CCR Then Withdraws Rating

COLT DEFENSE: Bankr. Filing is Credit Neg. for Bondholders
CORE ENTERTAINMENT: S&P Lowers CCR to 'CCC-', On Watch Negative
CST BRANDS: Moody's Says 2 Dropdown Sale Deals is Credit Positive
DELTEK INC: Moody's Cuts CFR to B3 & 2nd Lien Debt Rating to Caa2
DELTEK INC: S&P Retains 'B' CCR After Proposed Term Loan Upsize

DESIGN AND PROCESSING: Case Summary & 13 Top Unsecured Creditors
DEWDROP ENTERPRIZES: Voluntary Chapter 11 Case Summary
DOWNEY SAVINGS: FDIC Settles Litigation with Trustee, Bondholders
ELEPHANT TALK: Signs $13.5 Million Settlement with Iusacell
EPAZZ INC: Reports $509,000 Net Loss in First Quarter

EURAMAX INT'L: Taps Deutsche Bank for Refinancing Advice
EXELIS INC: Moody's Hikes Sr. Unsecured Note Rating From 'Ba1'
FIRST PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
FRAC SPECIALISTS: Owes $2.3MM for Rent Payment, Wells Fargo Says
GREAT PLAINS ROYALTY: Court Rules on Bid to Clarify Judgment

HERCULES OFFSHORE: Reaches Restructuring Deal with Noteholders
HMK MATTRESS: Moody's Alters Outlook to Stable & Affirms B3 CFR
HOWARD F. MARKS: CommunityOne Bank's Appeal Dismissed
HUDSON'S BAY: Moody's Affirms B1 CFR After Kaufhof Acquisition
INTEGRATED FREIGHT: Posts $268,000 Net Income in June 30 Qtr.

IPALCO ENTERPRISES: Fitch Assigns 'BB+' IDR, Outlook Stable
JAZZ ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg
KAMMAN'S FARMS: Case Summary & 20 Largest Unsecured Creditors
MA LERIN HILLS: Has Interim OK to Use $500,000 in DIP Loan
MERRIMACK PHARMACEUTICALS: Gordon Fehr Quits as Director

METALICO INC: To Sell Business to Total Merchant for $87 Million
MONTREAL MAINE: Trustee Taps Prime Clerk as Solicitation Agent
MORNINGSTAR MARKETPLACE: Rock Commercial Okayed as Estate Broker
NAARTJIE CUSTOM: US Trustee Balks at Bid to Dismiss Ch.11 Case
NET ELEMENT: Stockholders Elect Four Directors

NEUSTAR INC: Moody's Affirms Ba3 CFR & Revises Outlook to Stable
NEVADA HOUSING: S&P Lowers LongTerm Rating to 'B+', Outlook Stable
NEXT 1 INTERACTIVE: Posts $50,000 Net Loss in Fiscal 2015
NISOURCE INC: Moody's Affirms (P) Ba1 Preferred Shelf Rating
O.W. BUNKER: Court Rules on Martin Energy's Motion to Strike

OKLAHOMA UNITED: Court Clarifies Order Authorizing BKD Hiring
OPTIMUMBANK HOLDINGS: Receives Delisting Notice From Nasdaq
PAYLESS INC: Moody's Alters Outlook to Stable & Affirms B2 CFR
PENNINGTON INVESTMENT: Case Summary & 20 Top Unsecured Creditors
PERRY ELLIS: Moody's Alters Outlook to Stable & Affirms B1 CFR

PROJECT PORSCHE: S&P Raises CCR to 'B', Outlook Negative
QUICKSILVER RESOURCES: Needs Until Oct. 13 to File Plan
RADIOSHACK CORP: Texas AG Sues Over Unused Gift Cards
RECYCLE SOLUTIONS: Owes $79K in Rent Payment, Bank of West Says
RECYCLE SOLUTIONS: Seeks Oct. 5 Extension of Solicitation Period

RECYCLE SOLUTIONS: To Make Adequate Protection to TCF Equipment
REDROCK ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
REED AND BARTON: Seeks Aug. 17 Extension of Plan Filing Date
RENT-A-CENTER: Moody's Alters Outlook to Stable & Affirms Ba3 CFR
REVEL AC: Can't Pay Bankruptcy Costs, Power Plant Owner Says

RUBY TUESDAY: Moody's Affirms B3 CFR & Alters Outlook to Stable
SALADWORKS LLC: Plan Filing Date Extended to July 17
SDC INC: Case Summary & 11 Largest Unsecured Creditors
SENECA BIOENERGY: Chapter 11 Case Dismissed
SIRIUS XM RADIO: S&P Keeps BB Corp. Credit Rating Over Debt Upsize

SIX FLAGS: Moody's Rates New $950MM Secured Loans 'Ba2'
SIX FLAGS: S&P Affirms 'BB' Corp. Credit Rating, Outlook Stable
SUMMIT MIDSTREAM: Moody's Hikes Rating on Sr. Unsec. Notes to B2
SUPER BUY FURNITURE: Bankruptcy Court Issues Final Decree
TENET HEALTHCARE: Completes USPI and Aspen Transactions

TRAVELPORT WORLDWIDE: Shareholders Re-elect Eight Directors
TRIMAS CORP: Moody's Corrects June 3 Ratings Release
TRINIDAD DRILLING: Moody's Says CanElson Deal is Credit Pos.
TWIN RINKS: Seeks Authority to Use CMBS Cash Collateral
TWIN RINKS: Seeks to Employ Getzler Henrich as Investment Bankers

UNIVERSAL COOPERATIVES: Files Ch. 11 Plan of Liquidation
VCSA HOLDING: Moody's Assigns 'B3' CFR & Rates Unsec. Notes 'Caa2'
WAYNE COUNTY, MI: Asks State to Declare Financial Emergency
WESTMORELAND COAL: Presented at Barclays High Yield Conference
[^] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles


                            *********

ACQUISITIONS COGECO: S&P Assigns 'BB-' CCR, Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating with a stable outlook to Acquisitions
Cogeco Cable II Inc. (ABB), the parent holding company of Quincy,
Mass.-based Atlantic Broadband, and withdrew the 'BB-' corporate
credit rating on Atlantic Broadband Finance LLC.  

S&P also assigned its 'BB' issue-level rating and '2' recovery
rating to the proposed $100 million term loan A-2 due 2019 (issued
by Acquisitions Cogeco Cable II, LP guaranteed by Atlantic
Broadband (Penn) Holdings Inc.).  The '2' recovery rating indicates
S&P's expectation for substantial recovery (70-90%; upper end of
the range) for lenders in the event of a payment default.

"The ratings reflect Atlantic Broadband's agreement to acquire
substantially all of the assets of MetroCast Connecticut for $200
million," said Standard & Poor's credit analyst Eric Nietsch.

S&P views the transaction as beneficial to ABB's existing business,
as the Connecticut properties have healthy profitability on par
with ABB's existing business, and have opportunities for improved
penetration rates due to good market demographics.  S&P expects the
acquisition will be initially funded with about $100 million of
borrowings from its $150 million revolving credit facility, and
about $100 million of an incremental term loan A-2 tranche with a
maturity of August 2019.  The acquired network passes 70,000 homes
in eastern Connecticut and serves around 23,000 video subscribers,
22,000 Internet customers, and 8,000 phone customers generating
revenues and EBITDA of approximately $45 million and $21 million,
respectively.

The stable outlook reflects the good revenue visibility from the
company's mostly subscription-based cable business model.  S&P
anticipates growth in HSD subscribers, selective rate increases,
and growth from commercial services to roughly offset the loss of
video customers.  While S&P expects leverage to decline over the
next 12 months due to organic EBITDA growth, S&P believes there is
the potential for additional debt-financed acquisitions that could
limit improvement in key credit metrics longer term.

Although unlikely over the next 12 months, a downgrade would most
likely be the result of an accelerated loss of video customers to
satellite or over-the-top video services or because of a material
expansion of U-verse in ABB's footprint.  More specifically, S&P
could lower the rating if a more competitive environment depressed
the EBITDA margin to the mid-30% area, leading to debt leverage
increasing above 7x, with little sign of improvement.

S&P could consider a rating upgrade if improvement in operating
metrics enabled debt leverage to remain below 5x on a sustained
basis and S&P believed that management would not pursue a
debt-financed acquisition that pushed leverage above 5x.



ALCO STORES: $988,000 in Claims Switched Hands March to May
-----------------------------------------------------------
In the Chapter 11 cases of ALCO Stores, Inc., et al., seven claims
switched hands between March 26, 2015, and May 6, 2015:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Hain Capital Investors, LLC    Carolina Pad, LLC      $83,447.54

Hain Capital Investors, LLC    ER Marketing, LLC       $5,600.19

Hain Capital Investors, LLC    Indiandale Shopping     $6,111.00
                               Center LLC

Hain Capital Investors, LLC    Lucidity Consulting    $66,825.00
                               Group LP

Hain Capital Investors, LLC    Mahco, Inc.           $589,015.75

Hain Capital Investors, LLC    Prescott Newspapers     $6,692.82
                               Inc.

Southpaw Koufax LLC            Allegro Media Group   $231,119.46

                         About ALCO Stores

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

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

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

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

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

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

On April 7, 2015, the Debtors filed their First Amended Plan of
Liquidation which provides that holders of secured claims will
recover 100%, holders of general unsecured claims will recover 1%
to 15%, and holders of equity interests won't receive anything.
Judge Jernigan on April 14 entered an order approving the
disclosure statement explaining the Debtors' First Amended Plan of
Liquidation.  The Court confirmed the Plan on June 3, 2015.

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


ALLIED NEVADA: $1.89MM in Claims Transferred Between April & May
----------------------------------------------------------------
In the Chapter 11 cases of Allied Nevada Gold Corp., et al., 14
claims switched hands between April 8, 2015, and May 21, 2015:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
ASM CAPITAL SPV, L.P.      Boart Longyear             $13,795.31

Claims Recovery Group LLC  Coleman American Moving    $10,462.00

Claims Recovery Group LLC  Greg's Garage               $7,510.99

Claims Recovery Group LLC  Nuco Controls, Llc            $810.45

Claims Recovery Group LLC  Paul Wesley Granstrom       $8,277.60

Claims Recovery Group LLC  Uline                       $1,389.98

Liquidity Solutions, Inc.  Acquire Technology          $3,070.00
                           Solutions

Liquidity Solutions, Inc.  BC Wire Rope & Rigging,     $4,797.12
                           Inc.

Sonar Credit Partners      Brake Supply Co., Inc.      $6,435.88
III, LLC      

Tannor Partners Credit     5th Gear Powersports       $25,300.16
Fund, LP

Tannor Partners Credit     Inergies Incorporated      $18,529.73
Fund, LP

TRC Master Fund LLC        C.H. Spencer & Company     $27,943.52

TRC Master Fund LLC        Western Explosives        $690,263.66
                           Systems Company

TRC Master Fund LLC        Western Explosives      $1,072,842.97
                           Systems Company

                        About Allied Nevada

Allied Nevada Gold Corp. (OTCMKTS: ANVGQ), a Delaware corporation,
is a U.S.-based gold and silver producer engaged in mining,
developing and exploring properties in the State of Nevada.  ANV
was spun off from Vista Gold Corp. in 2006 and began operations in
May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

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

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

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


ALONSO & CARUS: Court Approves Hiring of Hector Lopez as Auditor
----------------------------------------------------------------
Alonso & Carus Iron Works, Inc. sought and obtained permission from
the Hon. Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico to employ Hector M. Lopez ("HML") as
auditor.

The duties of HML will consist of the preparation of Debtor's
annual tax returns and filings with the Department of State of
Puerto Rico in order to meet governmental deadlines and avoid
interest and penalties, and providing auditing services for the
year ended on March 31, 2015, including the completion of planning
and evaluation, field work procedures, preparation of reports and
performance of tests and reviews of Debtor's accounting procedures
to assure that Debtor is operating in an efficient manner.

Debtor wishes to retain HML on the basis of a $28,800 estimated
fee.

HML will also be reimbursed for reasonable out-of-pocket expenses
incurred.

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

HML can be reached at:

       Hector M. Lopez
       P.O. Box 192652
       San Juan, PR 00919-2652
       Tel: (787) 767-8455
       E-mail: lopez2316@bigplanet.com

                   About Alonso & Carus Iron Works

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

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

The Debtor has employed Charles A Curpill, PSC Law office, as
counsel; and CPA Luis R. Carrasquillo & Co, PSC as financial
consultant.


ALSIP ACQUISITION: Inks Settlement with Watermill-Alsip
-------------------------------------------------------
Alsip Acquisition, LLC, et al., and the Official Committee of
Unsecured Creditors ask the U.S. Bankruptcy Court for the District
of Delaware to approve their stipulation with Watermill-Alsip
Enterprises, LLC.

The Stipulation releases Watermill-Alsip and certain related
entities from all causes of action that the Debtors or the
Creditors' Committee could otherwise assert.  In exchange for this
release, Watermill-Alsip will transfer to the estates its right to
a return of what is estimated to be approximately $243,602 in funds
that were originally drawn upon Watermill-Aslip's guaranty of the
Alsip obligation owed to Wells Fargo.

The Debtors and the Committee tell the Court that they reviewed any
potential causes of action and concluded that the commencement of
any litigation would be expensive and that the likelihood of
success would be low.  For these reasons, the Debtors and the
Committee believe that the stipulation is reasonable, fair and in
the best interests of the Debtors, their bankruptcy estates and
their creditors.

The Joint Motion is scheduled for hearing on July 9, 2015 at 1:00
p.m.  The deadline for the submission of objections is set on June
19.

The Debtors are represented by:

          Laura Davis Jones, Esq.
          Colin R. Robinson, Esq.
          Peter J. Keane, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705 (Courier 19801)
          Telephone: (302)652-4100
          Facsimile: (302)652-4400
          Email: ljones@pszjlaw.com
                 crobinson@pszjlaw.com
                 pkeane@pszjlaw.com

            -- and --

          Richard E. Mikels, Esq.
          Kevin J. Walsh, Esq.
          Charles W. Azano, Esq.
          MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO P.C.
          One Financial Center
          Boston, Massachussets 02111
          Telephone: (617)542-6000
          Facsimile: (617)542-2241
          E-mail: rmikels@mintz.com
                  kwalsh@mintz.com
                  cazano@mintz.com

The Committee is represented by:

          Maria Aprile Sawczuk, Esq.
          Harold D. Israel, Esq.
          GOLDSTEIN & MCCLINTOCK, LLP
          1201 North Orange Street, Suite 7380
          Wilmington, Delaware 19801
          Telephone: (302)444-6710
          Facsimile: (302)444-6709
          Email: marias@restructuringshop.com
        
                   About Alsip Acquisition

Alsip Acquisition, LLC and APCA, LLC were the leading North

American provider of responsibly made recycled paper for books
and
 magazines, as well as for commercial printing and
packaging
 applications. The operational and manufacturing
headquarters are
l ocated in Alsip, Illinois, and consist of a
40-year-old mill and 
a leased warehouse in Alsip, Illinois. The
mill and warehouse were
 idled in September 2014 following cash
losses. Most of Alsip's
stock is owned by FutureMark Holdings,
LLC.



On Nov. 20, 2014, Alsip Acquisition and APCA each filed
petitions
seeking relief under chapter 11 of the United States
Bankruptcy
Code. The Debtors' cases have been assigned to Judge
Kevin J.
Carey (KJC). The cases have been jointly administered,
with
pleadings maintained on the case docket for Case No.
14-12596.



The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo

PC as counsel and Pachulski Stang Ziehl & Jones as
co-counsel.
 Epiq Bankruptcy Solutions LLC is the claims and
notice agent.



As of Oct. 31, 2014, the Debtors had $7.74 million of
funded
indebtedness and related obligations outstanding.



The Debtors disclosed $12,906,018 in assets and $34,362,844
in
liabilities as of the Chapter 11 filing.



The Official Committee of Unsecured Creditors is represented
by
Maria Aprile Sawczuk, Esq., and Harold D. Israel, Esq.,
at
Goldstein & McClintlock LLLP. The Committee tapped to retain

Glass Ratner Advisory & Capital Group LLC as its financial
advisor.


AMERILIFE GROUP: Moody's Assigns 'B3' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to AmeriLife Group, LLC.
(AmeriLife). The rating agency also assigned ratings to credit
facilities being issued in connection with a proposed leveraged
buyout of the company sponsored by private equity firm J.C. Flowers
& Co. LLC (J.C. Flowers). The rating outlook for AmeriLife is
stable.

RATINGS RATIONALE

AmeriLife's ratings reflect its strong market presence as a
distributor of health plans, fixed annuities, life insurance and
supplemental products to the US senior market. The company sells
its core products through a national network of independent and
career agents, and also sells pre-retirement products through
worksite, affinity group and direct-to-consumer channels. The
company enjoys long-standing relationships with major health and
life insurers, and has a business segment that helps carriers
develop new products and another that provides administrative
services. AmeriLife's ratings also reflect its healthy organic
growth and EBITDA margins.

These strengths are offset by the company's increased financial
leverage and reduced fixed charge coverage following the leveraged
buyout, and by its modest size relative to other rated insurance
brokers and service companies. AmeriLife has a relatively high
business concentration in Medicare products, which are subject to
political and regulatory pressures. Given its target market, the
company also has a geographic concentration in Florida.

"AmeriLife benefits from favorable demographics, with the senior
market steadily increasing its share of the US population," said
Bruce Ballentine, Moody's lead analyst for AmeriLife. "However,
like several peers in the brokerage sector, the company is taking
on substantial debt to help fund a leveraged buyout."

Moody's estimates that AmeriLife's debt-to-EBITDA ratio will be
above 7x following the buyout, which is aggressive for its rating
category. The rating agency expects the company to reduce this
ratio to the range of 6.5x-7.0x over the next 12-18 months, mainly
through EBITDA growth, while generating (EBITDA - capex) interest
coverage in the range of 1.5x-2.0x.

The funding arrangement for the buyout includes a $25 million
first-lien revolving credit facility (undrawn at closing, rated
B2), a $177.5 million first-lien term loan (rated B2), a $72.5
million second-lien term loan (rated Caa2) and an equity
contribution from J.C. Flowers and AmeriLife management. Proceeds
will be used to purchase all of AmeriLife's equity and pay related
fees and expenses, leaving a modest amount of cash on the balance
sheet.

Factors that could lead to an upgrade of AmeriLife's ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) EBITDA - capex)
coverage of interest consistently exceeding 2x, and (iii)
free-cash-flow-to-debt ratio consistently exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest below 1.2x, or (iii)
free-cash-flow-to-debt ratio below 2%.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments):

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $25 million five-year first-lien revolving credit facility B2
  (LGD3, 35%);

  $177.5 million seven-year first-lien term loan B2 (LGD3, 35%);

  $72.5 million 7.5-year second-lien term loan Caa2 (LGD5, 87%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 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.

AmeriLife, based in Clearwater, Florida, is an independent
insurance distributor focusing on health, fixed annuity, life and
supplemental products for the US senior market (age 65 and over).
The company reported total revenues of $125 million for the 12
months through March 2015.



AMR CORP: Bid to Stay Arbitration in "Krakowski" Case Denied
------------------------------------------------------------
Bankruptcy Judge Sean H. Lane denied the plaintiffs' motion to stay
an upcoming arbitration in the case captioned In re: AMR
CORPORATION, et al., Chapter 11, Reorganized Debtors. JOHN
KRAKOWSKI, KEVIN HORNER, and M. ALICIA SIKES, individually, and on
behalf of those similarly situated, Plaintiffs, v. AMERICAN
AIRLINES, INC. and ALLIED PILOTS ASSOCIATION, Defendants, OFFICIAL
COMMITTEE OF UNSECURED CREDITORS, As Intervenor, CASE NO. 11-15463
(SHL),, ADV. PRO. NO. 13-01283 (SHL) (Bankr. S.D.N.Y.).

Plaintiffs sought to stay an upcoming arbitration, scheduled to
start in June 2015 and conclude by December 2015, to integrate the
seniority of pilots from U.S. Airways and American Airlines, two
airlines that merged in December 2013 as part of the debtors' plan
of reorganization.  The integration arbitration will result in one
seniority list to govern all the pilots who now fly at the merged
entity.  The plaintiffs contended that they will be harmed if the
seniority arbitration proceeds before the merits of their two
adversary proceedings are resolved, both of which allege the
improper loss of seniority and other rights by former Trans World
Airlines' ("TWA") pilots who joined American when American acquired
TWA in 2001.

Judge Lane explained that to obtain a preliminary injunction, a
plaintiff must ordinarily make four showings: (1) the plaintiff is
likely to succeed on the merits; (2) the plaintiff is likely to
suffer irreparable harm if relief is not granted; (3) the balance
of equities tips in the plaintiff's favor; and (4) the public
interest favors the relief.

In denying the motion, Judge Lane held that the plaintiffs have
failed to demonstrate that they will suffer irreparable harm absent
a stay of the seniority arbitration.  More specifically, the
plaintiffs have failed to demonstrate that proceeding with the
seniority arbitration will preclude them from receiving the relief
they seek in their two cases.

Judge Lane further held that an evaluation of the remaining
requirements also does not support the plaintiffs, as they have not
demonstrated a likelihood of success on the merits, there is a
clear benefit to the new American in proceeding with the seniority
arbitration, and the public interest does not appear to favor
either side.

A copy of the May 19, 2015 memorandum and order is available at
http://is.gd/8meWFafrom Leagle.com.

Counsel for Plaintiffs:

     JACOBSON PRESS & FIELDS, P.C.
     Allen P. Press, Esq.
     168 N. Meramec Avenue, Suite 150
     Clayton, MO 63105
     E-mail: press@archcitylawyers.com

Counsel for Allied Pilots Association:

     JAMES & HOFFMAN
     Edgar N. James, Esq.
     Steven K. Hoffman, Esq.
     Darin M. Dalmat, Esq.
     1130 Connecticut Avenue, N.W., Suite 950
     Washington, DC 20036
     E-mail: ejames@jamhoff.com
             skhoffman@jamhoff.com
             dmdalmat@jamhoff.com

Counsel for Allied Pilots Association:

     STEPTOE & JOHNSON LLP
     Filiberto Agusti, Esq.
     Joshua R. Taylor, Esq.
     1330 Connecticut Avenue, NW
     Washington, DC 20036
     E-mail: fagusti@steptoe.com
             jrtaylor@steptoe.com

Counsel for American Airlines, Inc.:

     WEIL, GOTSHAL & MANGES LLP
     Stephen Karotkin, Esq.
     Alfredo R. Perez, Esq.
     Lawrence Baer, Esq.
     767 Fifth Avenue
     New York, NY 10153
     E-mail: stephen.karotkin@weil.com
             alfredo.perez@weil.com
             lawrence.baer@weil.com

Counsel for American Airlines, Inc.:

     MORGAN LEWIS & BOCKIUS LLP
     Jonathan C. Fritts, Esq.
     1111 Pennsylvania Avenue, N.W.
     Washington, DC 20004
     E-mail: jfritts@morganlewis.com


AP-LONG BEACH: Seeks Sept. 15 Extension of Solicitation Period
--------------------------------------------------------------
AP-Long Beach Airport LLC asks the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, to extend the
period by which it has exclusive right to solicit acceptances of
its plan of reorganization to September 15, 2015.

Kerri A. Lyman, Esq., at Irell & Manella LLP, in Newport Beach,
California, tells the Court that while she anticipates that the
Plan will be confirmed at the Confirmation Hearing set for June 25,
or shortly thereafter, there is a possibility that the Debtor will
need to make modifications to the Plan, such as to address an
objection to the Plan or address an issue raised by the Court at
the Confirmation Hearing.  Ms. Lyman adds that the governmental bar
date does not pass until June 17, 2015, so there is a possibility
that the Debtor will need to modify the Plan to address additional
claims.  She further tells the Court that if, for any reason, the
Debtor makes modifications to the Plan, re-solicitation of the Plan
may be necessary.  She says that since the date of the Confirmation
Hearing falls after the Exclusive Solicitation Period ends, the
Debtor filed its Motion out of an abundance of caution in case
re-solicitation of the Plan is necessary.  She adds that expiration
of the Exclusive Solicitation Period would put the Debtor in
default under the terms of its post-petition, debtor-in-possession
financing.

The Debtor is is represented by:

          Alan J. Friedman, Esq.
          Kerri A. Lyman, Esq.
          IRELL & MANELLA LLP
          840 Newport Center Drive, Suite 400
          Newport Beach, California 92660
          Telephone: (949)760-0991
          Facsimile: (949)760-5200
          Email: afriedman@irell.com
                 klyman@irell.com
        
                     About AP-Long Beach Airport

AP-Long Beach Airport LLC is a property-level subsidiary of The

Abbey Companies LLC. The Abbey Companies and its more than
60
separate subsidiaries were founded by Donald G. Abbey.



AP-Long Beach Airport LLC is a single asset real estate that owns a
206,945-square foot building at Long Beach Airport, in Long Beach
California, that originally was an airplane hangar. The building is
owned and operated by the company on land owned by, and leased
from, the City of Long Beach.



AP-Long Beach Airport LLC sought protection under Chapter 11
of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec.
19, 2014. The case is assigned to Judge Vincent P. Zurzolo.



The Debtor's counsel is Alan J Friedman, Esq., and Kerri A
Lyman,
Esq., at Irell & Manella LLP.



The Debtor disclosed $44.6 million in assets and $34.8 million
in
liabilities as of the Chapter 11 filing.


                          *     *     *

The hearing on confirmation of the Plan of Reorganization for
AP-Long Beach Airport LLC currently scheduled for June 18, 2015 at
2:00 p.m. (PDT) is continued to June 25, 2015 at 2:00 p.m. (PDT).

The Debtor has filed a reorganization plan that offers creditors
100 cents on the dollar plus interest and lets the owner retain
control of the Company.  All classes of creditors are unimpaired
and are conclusively
presumed to have accepted the Plan.  The lone unimpaired class,
which is the membership interest of Abbey-Properties II LLC, voted
in favor of the Plan.

In full satisfaction of the DIP lender's claims, the DIP loan will
be converted to an exit financing in the amount of $38.5 million,
with interest rate of 10% per annum, and secured by first priority
liens on the Debtor's property.

Holders of general unsecured claims can expect payment on the
effective date of the Plan, which is estimated to be no later than
July 15, 2015, and in the amount of 100% of their allowed claims
plus interest at the federal judgment rate as of the Effective
Date.

Abbey-Properties II LLC's interests in the Debtor will be
transferred to a new company, LB Hangar 3205 LLC.  APII will be
the
sole member of LB Hangar and thus will remain the ultimate owner
of
100% of the Debtor.

According to the Debtor, the $131,690 held by the receiver, cash
collateral of the DIP Lender, an funds from Mr. Abbey will provide
funding for the payments under the Plan.


ATI HOLDINGS: S&P Lowers Rating on Secured Debt to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on outpatient physical therapy provider ATI Holdings Inc.'s secured
debt to 'B' from 'B+' and revised the recovery rating on this debt
to '3' from '2'.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%, at the higher end of the
range) recovery in the event of a payment default.

The downgrade reflects weakened recovery prospects for secured
lenders following the recent $42.7 million upsize on the term loan,
as the secured debt is now a greater proportion of the total debt.

S&P's corporate credit rating of 'B' is unchanged and reflects its
assessment of business risk as "weak" and S&P's assessment of
financial risk as "highly leveraged".  The weak business risk
profile reflects a concentrated geographic presence (40% of
revenues from one state), vulnerability to economic cycles, low
barriers to entry, and an ambitious growth strategy.  This is
partially offset by a favorable mix of payers and strong profit
margins.  S&P's highly leveraged financial risk profile reflects
leverage of about 5.2x for 2014, S&P's expectation that leverage
will remain around those levels in 2015, and ownership by private
equity sponsors.  S&P's stable outlook reflects its expectation for
solid double-digit revenue growth and sustained margins.

Recovery Analysis

Key analytical factors:

   -- ATI Holdings has a $50 million secured revolver, a
      $500 million secured term loan B, and about $163 million of
      unsecured subordinated debt (that S&P do not rate).

   -- S&P's simulated default scenario contemplates a default in
      2018, stemming from a decline in third-party reimbursement
      rates and a reduction in allowed visits.

   -- S&P assumes the revolver will be 85% drawn, LIBOR of
      250 basis points, and a 150-basis-point margin increase, at
      default, following a covenant breach.

   -- Given the company's market leading position in the
      geographic regions in which it operates and the continued
      demand for physical therapy services, S&P believes ATI would

      remain a viable business and would therefore reorganize
      rather than liquidate following a payment default.

   -- Consequently, S&P has used an enterprise value methodology
      to gauge recovery prospects.  S&P valued the company on a
      going-concern basis using a 5x multiple of S&P's projected
      EBITDA at default, which is consistent with the multiple
      used for similar companies.

   -- S&P estimates that, for ATI to default, EBITDA would need to

      decline to about $75 million--a significant deterioration
      from current levels.

Simulated default assumptions:
   -- Simulated year of default: 2018
   -- EBITDA at emergence: $75 mil.
   -- EBITDA multiple: 5.0x
Simplified waterfall:
   -- Net enterprise value (after 5% admin. costs): $356 mil.
   -- Valuation split in % (obligors/nonobligors): 100/0
      ----------------------------------------------------------
      Collateral value available to secured creditors: $356
      million
   -- Secured first lien debt: $553 mil.
   -- Recovery expectations: 50% to 70%
      ----------------------------------------------------------
   -- Total value available to subordinated claims: $0
   -- Subordinated debt: $170 mil.
   -- Recovery expectations: 0% to 10%
Notes: All debt amounts include six months' prepetition interest.

RATINGS LIST

ATI Holdings Inc.
Corporate Credit Rating          B/Stable/--

Downgraded; Recovery Rating Revised
                                  To                  From
ATI Holdings Inc.
Senior Secured                   B                   B+
   Recovery Rating                3H                  2L



BANK OF AMERICA: Fitch Hikes Preferred Stock Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded Bank of America's (BAC) Viability Rating
(VR) to 'a' from 'a-'.  At the same time, the agency has affirmed
BAC's Long-Term and Short-Term Issuer-Default Ratings (IDRs) at 'A'
and 'F1', respectively.  The Rating Outlooks for the Long-Term IDRs
are Stable.

BAC's Long-Term IDR is now driven by its VR, which has been
upgraded to 'a' from 'a-'.  The upgrade of BAC's material legal
operating subsidiaries' IDRs to one notch above their VRs reflects
the expected implementation of total loss absorbing capital (TLAC)
requirements for U.S. Global Systemically Important Banks (G-SIBs)
and the presence of a substantial debt buffer in the holding
company.

The rating actions are in conjunction with Fitch's review of
sovereign support for banks globally, which the agency announced in
March 2014.  In line with its expectations announced in March last
year and communicated regularly since then, Fitch believes
legislative, regulatory and policy initiatives have substantially
reduced the likelihood of sovereign support for U.S., Swiss and
European Union commercial banks.  At the same time, Fitch has taken
into account progress with the U.S. single point of entry (SPE)
resolution regime and TLAC implementation for U.S. G-SIBs.

Fitch believes that, in line with Fitch's Support Rating (SR)
definition of '5', extraordinary external support while possible
can no longer be relied upon for BAC or its subsidiaries. Fitch
has, therefore, downgraded their Support Ratings (SR) to '5' from
'1' and revised their Support Rating Floors (SRF) to 'No Floor'
from 'A'.

The upgrade of BAC's VR is driven by the maintenance of good
capital and liquidity levels, materially lower looming litigation
costs than at any point over the last few years, as well as the
company's slowly improving earnings profile.

The ratings actions are also part of a periodic portfolio review of
the Global Trading and Universal Banks (GTUBs), which comprise 12
large and globally active banking groups.  A strong rebound in
earnings from securities businesses in 1Q15 is a reminder of the
upside potential banks with leading market shares can enjoy.
However, regulatory headwinds remain strong, with ever higher
capital requirements, costs of continuous infrastructure upgrades
and a focus on conduct risks.

As capital and leverage requirements evolve, GTUBs are reviewing
the balance of their securities operations with other businesses
and adapting their business models to provide the most capital
platforms for the future.  Fitch expects the GTUBs' other core
businesses, including retail and corporate banking, wealth and
asset management, to perform well as economic growth, which the
agency expects to be strongest in the U.S. and UK, will underpin
revenue.  However, pressure on revenue generation in a low-interest
environment is likely to persist, particularly in Europe, but low
loan impairment charges in domestic markets should help operating
profitability.

KEY RATING DRIVERS - IDRs, VR AND SENIOR DEBT

The upgrade of BAC's VR is driven by the maintenance of good
capital and liquidity levels, materially lower looming litigation
costs than at any point over the last few years, as well as the
company's slowly improving earnings profile.

It is this latter point, which Fitch believes has the most weight
in warranting the upgrade of the VR.  Fitch believes that now that
the bulk of BAC's large legal settlements are behind it, the
strength of BAC's suite of core franchises will slowly become more
evident.

Fitch believes that BAC's management has done a good job resolving
the company's large litigation exposures as well as beginning to
streamline the company's operations, which at first was through the
company's 'New BAC' initiatives and more recently through its
ongoing 'Simplify and Improve' program.

Fitch thinks there is still ample room for BAC to improve its
sustainable earnings power through cost reductions and other
efficiency initiatives.

Chief among these opportunities is continuing to reduce costs from
the company's Legacy Assets & Servicing (LAS) segment as more and
more of BAC's problem assets are resolved or sold.  The main cost
reduction benefit here will be through reduced headcount in the LAS
segment.

In its core on-going operations, Fitch would expect BAC to continue
to optimize overall branch network through branch closures, the
rolling out of reformatted branches, as well as headcount
reductions across its branch banking platform.

Fitch would also expect BAC to continue to rationalize its overall
staffing levels by utilizing technology more efficiently, reducing
redundant operations, and simplifying its business processes.

To the extent that management is successful in this effort -- which
Fitch has already observed some positive results -- the company's
efficiency ratio (non-interest expenses divided by total revenues),
and Fitch believes it could drop from the low 70 percentage range
to the high 60 percentage range over a longer-term time horizon.

Furthermore, to the extent that this potential efficiency ratio
improvement is sustainable it could push BAC's Fitch calculated
adjusted pre-tax ROA consistently above 1.00% (it was 0.89% in
1Q15), and therefore much closer to peer averages.

When Fitch also considers that now that management is more focused
on driving the business than dealing with legacy issues, BAC's
revenue growth should also improve, which could also help boost the
company's returns over a medium term time horizon.

Finally, to the extent that short-term interest rates eventually
rise BAC may get a stronger earnings benefit than peers given its
proportionately larger retail deposit base than peers.

Fitch would expect retail checking and savings deposits -- the bulk
of BAC's funding profile -- to re-price more slowly than other
forms of funding in a rising Short-Term interest rate scenario.
This should provide a stronger boost to the net interest margin of
firms like BAC, with proportionately larger amounts of retail
deposits, than other peer institutions.

To the extent that BAC is able to generate incremental revenue
through either of the avenues described above, Fitch believes it's
likely to further improve the efficiency ratio (revenue is the
denominator in the efficiency ratio), and therefore BAC's overall
earnings profile.

The VRs remain equalized between BAC and its material operating
subsidiaries.  The common VR of BAC and its operating companies
reflects the correlated performance, or failure rate between the
BAC and these subsidiaries.  Fitch takes a group view on the credit
profile from a failure perspective, while the IDR reflects each
entity's non-performance (default) risk on senior debt.  Fitch
believes that the likelihood of failure is roughly equivalent,
while the default risk given at the operating company would be
lower given TLAC.  All U.S. bank subsidiaries carry a common VR,
regardless of size, as U.S. banks are cross-guaranteed under the
Financial Institutions Reform, Recovery, and Enforcement Act
(FIRREA).

The Long-Term IDRs for the material U.S. operating entities are one
notch above BAC's to reflect Fitch's belief that the U.S. single
point of entry (SPE) resolution regime, the likely implementation
of total loss absorbing capital (TLAC) requirements for U.S.
G-SIBs, and the presence of substantial holding company debt
reduces the default risk of domestic operating subsidiaries' senior
liabilities relative to holding company senior debt.  In Fitch's
views these buffers would provide substantial protection to senior
unsecured obligations in the domestic operating entities in the
event of group resolution, as they could be used to absorb losses
and recapitalize operating companies.  Therefore, substantial
holding company debt reduces the likelihood of default on operating
company senior obligations.  As at end-2014, BAC had hybrid and
senior debt as a percent of risk-weighted assets (RWA) of greater
than 20%, more than its Pillar 1 capital requirement.

The 'F1+' Short-Term IDRs of BAC's bank subsidiaries is at the
higher of two potential Short-Term IDRs mapping to an 'A+'
Long-Term IDR on Fitch's rating scale to reflect substantial
liquidity at the banks and typically higher core deposit funding,
further liquidity resources at BAC that could be extended to the
bank and access to further contingent liquidity sources such as
Federal Home Loan Bank advances.  BAC and its non-bank operating
companies Short-Term IDRs at 'F1' reflect Fitch's view that there
is less surplus liquidity at these entities than at the bank,
particularly given their greater reliance on the holding company
for liquidity.

KEY RATING SENSITIVITIES - IDRs, VR AND SENIOR DEBT

With the upgrade of BAC's VR, Fitch sees limited downside to BAC's
ratings and notes that the company's ratings are likely near the
lower-end of their potential range.

Further upside to BAC's VR would likely be predicated on continuing
to improve the company's earnings performance such that BAC's
returns consistently exceed those of peers as well as the company's
cost of equity, which Fitch estimates to be approximately 12%, over
an extended period.

Fitch notes that this would likely require BAC to sustainably
improve its efficiency ratio to the mid-to-high 50's through some
of both the cost reduction initiatives and revenue growth
opportunities described above.

Should management be unable to achieve these targets over a
longer-term time horizon, it is likely that ratings would remain at
current levels.

Downside risks to ratings, while not expected, include any
remaining litigation exposures or other unforeseen charges that
result in a significant net earnings loss, or if the company's
regulatory or tangible capital ratios begin to meaningfully
decline.

Additionally, should BAC's overall credit quality materially
deteriorate over the near term, or the company experience a severe
and unexpected risk management failure this could also negatively
impact the VR.

KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

The SR and SRF reflect Fitch's view that senior creditors can no
longer rely on receiving full extraordinary support from the
sovereign in the event that BAC becomes non-viable.  In Fitch's
view, implementation of the Dodd Frank Orderly Liquidation
Authority legislation is now sufficiently progressed to provide a
framework for resolving banks that is likely to require holding
company senior creditors participating in losses, if necessary,
instead of or ahead of the company receiving sovereign support.

Any upward revision to the SR and SRF would be contingent on a
positive change in the U.S.'s propensity to support its banks.
While not impossible, this is highly unlikely in Fitch's view.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by BAC are all
notched down from the common VR in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profiles, which vary considerably.
Subordinated debt issued by the operating companies is rated at the
same level as subordinated debt issued by BAC reflecting the
potential for subordinated creditors in the operating companies to
be exposed to loss ahead of senior creditors in BAC.  This is also
supported by the FSB's proposal to have internal TLAC rank senior
to regulatory capital at the operating company.  Their ratings are
primarily sensitive to any change in the common VR.  They have,
therefore, been upgraded due to the upgrade of the common VR.

KEY RATING DRIVERS AND SENSITIVITIES - DEPOSIT RATINGS

The upgrade of Bank of America N.A's deposit ratings is based on
the upgrade of its IDR.  Deposit ratings are one notch higher than
senior debt reflecting the deposits' superior recovery prospects in
case of default given depositor preference in the U.S. BAC's
international subsidiaries' deposit ratings are at the same level
as their senior debt ratings because their preferential status is
less clear and disclosure concerning dually payable deposits makes
it difficult to determine if they are eligible for U.S. depositor
preference.

MATERIAL INTERNATIONAL SUBSIDIARIES KEY RATING DRIVERS AND
SENSITIVITIES

Merrill Lynch International (MLI), Merrill Lynch International Bank
Ltd (MLIB), and Bank of America Merrill Lynch International Limited
are wholly owned subsidiaries of BAC whose IDRs and debt ratings
are aligned with BAC's because of their core strategic role in and
integration into the BAC group.  Fitch has revised the Rating
Outlook for BAC's material international operating companies' IDRs
to Positive.  The revision is in light of the internal
pre-positioning required under the Financial Stability Board's
(FSB) TLAC proposal.  The Positive Outlook reflects the agency's
belief that the internal TLAC of material international operating
companies will likely be large enough to meet Pillar 1 capital
requirements and will then be sufficient to recapitalize them.  A
one notch upgrade is likely once Fitch has sufficient clarity on
additional disclosure on the pre-positioning of internal TLAC and
its sufficiency in size to cover a default of senior operating
company liabilities.  Sufficient clarity may, however, take longer
to come through than the typical Outlook horizon of one to two
years

MLI and MLIB's ratings are sensitive to the same factors that might
drive a change in BAC's IDRs.

OTHER SUBSIDIARY KEY RATING DRIVERS AND SENSITIVITIES

Non-material legal entities IDRs and debt ratings are aligned with
the ratings of BAC.

Those domestic subsidiaries and international subsidiaries that
have not been upgraded or placed on Rating Outlook Positive are in
Fitch's opinion not sufficiently material to benefit from domestic
support from BAC or are international subsidiaries that would not
benefit from internal TLAC.

Fitch has taken these rating actions:

Bank of America Corporation
   -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Long-Term market linked securities affirmed at 'A emr';
   -- Senior shelf affirmed at 'A';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Viability Rating upgraded to 'a' from 'a-';
   -- Preferred stock upgraded to 'BB+' from 'BB';
   -- Support downgraded to '5' from '1';
   -- Support floor revised to 'NF' from 'A'.

Bank of America N.A.
   -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook to Stable
      from Outlook Negative;
   -- Long-Term senior debt upgraded to 'A+' from 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Long-Term deposit rating upgraded to 'AA-' from 'A+';
   -- Short-Term deposits upgraded to 'F1+' from 'F1';
   -- Viability Rating upgraded to 'a' from 'a-';
   -- Support downgraded to '5' from '1';
   -- Support floor revised to 'NF' from 'A'.

Bank of America California, National Association
   -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook to Stable
      from Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Viability Rating upgraded to 'a' from 'a-';
   -- Support downgraded to '5' from '1';
   -- Support floor revised to 'NF' from 'A'.

Merrill Lynch & Co., Inc.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term market linked notes affirmed at 'A emr';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Short-Term debt affirmed at to 'F1';

Merrill Lynch, Pierce, Fenner & Smith, Inc.
   -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook to Stable
      from Negative;
   -- Short-Term IDR affirmed at 'F1'.

Bank of America Merrill Lynch International Limited
   -- Long-Term IDR affirmed at 'A'; Outlook to Positive from
      Negative;
   -- Short-Term IDR affirmed at 'F1'.

B of A Issuance B.V.
   -- Long-Term IDR affirmed at 'A'; Outlook to Stable from
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Support affirmed at '1'.

Secured Asset Finance Company B.V.
   -- Senior debt affirmed at 'A'.

Secured Asset Finance Company LLC
   -- Senior debt affirmed at 'A'.

BofA Canada Bank
   -- Long-Term IDR affirmed at 'A'; Outlook to Stable from
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Short-Term IDR affirmed at 'F1'.

MBNA Limited
   -- Long-Term IDR affirmed at 'A-'; Outlook to Stable from
      Negative;
   -- Short-Term IDR affirmed at 'F1'
   -- Support affirmed at to '1'.

Merrill Lynch International
   -- Long-Term IDR affirmed at 'A'; Outlook to Positive from
      Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch International Bank Ltd.
   -- Long-Term IDR affirmed at 'A'; Outlook to Positive from
      Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch B.V.
   -- Long-Term IDR affirmed at 'A'; Outlook to Stable from
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term market linked securities affirmed at 'A emr';
   -- Support affirmed at '1'.

Merrill Lynch & Co., Canada Ltd.
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1'.

BAC Canada Finance
   -- Long-Term IDR affirmed at 'A'; Outlook to Stable from
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Short-Term IDR at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch Japan Finance GK.
   -- Long-Term IDR affirmed at 'A'; Outlook to Stable from
      Negative;
   -- Long-Term senior debt affirmed at 'A';
   -- Short-Term IDR affirmed at 'F1';
   -- Short-Term debt affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch Japan Securities Co., Ltd.
   -- Long-Term IDR affirmed at 'A'; Outlook to Stable from
      Negative;
   -- Short-Term IDR affirmed at 'F1';
   -- Support affirmed at '1'.

Merrill Lynch S.A.
   -- Long-Term market linked securities affirmed at 'A emr'.

Countrywide Financial Corp.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'.

Countrywide Home Loans, Inc.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term senior shelf unsecured rating affirmed at 'A';

FleetBoston Financial Corp
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'.

LaSalle Funding LLC
   -- Long-Term senior debt affirmed at 'A';

MBNA Corp.
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+';
   -- Short-Term debt affirmed at 'F1'.

NationsBank Corp
   -- Long-Term senior shelf debt affirmed at 'A';
   -- Long-Term senior debt affirmed at 'A';
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'.

NCNB, Inc.
   -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'.

BAC Capital Trust VI-VIII
BAC Capital Trust XI - XV
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

BAC AAH Capital Funding LLC I - VII
BAC AAH Capital Funding LLC IX - XIII
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

BankAmerica Capital III
BankBoston Capital Trust III-IV
Barnett Capital Trust III
Countrywide Capital III, IV, V
Fleet Capital Trust V
MBNA Capital B
NB Capital Trust III
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

Merrill Lynch Preferred Capital Trust III, IV, and V
Merrill Lynch Capital Trust I, II and III
   -- Trust preferred securities upgraded to 'BBB-' from 'BB+'.

Fitch withdraws these ratings:

Fitch is withdrawing its ratings because they are no longer
considered by Fitch to be relevant for our rating coverage, because
the entities no longer exist.

BankAmerica Corporation
   -- Long-Term senior debt at 'A';
   -- Long-Term subordinated debt at 'BBB+'

Countrywide Bank FSB
   -- Long-Term Deposits at 'A+';
   -- Short-Term Deposits at 'F1';

LaSalle Bank N.A.
LaSalle Bank Midwest N.A.
   -- Long-Term Deposits at 'A+';
   -- Short-Term Deposits at 'F1'.



BEHAVIORAL SUPPORT: Opposes Appointment of Patient Care Ombudsman
-----------------------------------------------------------------
Behavioral Support Services, Inc., opposes the U.S. Bankruptcy
Court for the Middle District of Florida, Orlando Division's action
to appoint a patient care ombudsman in the Chapter 11 case.

In a notice dated June 8, 2015, the Court stated that in accordance
with Section 333(a)(1) of the Bankruptcy Code, not later than July
2, 2015, the Court will order the appointment of a patient care
ombudsman, unless the Debtor produces immediately sufficient
evidence for the Court to find that the appointment of the
ombudsman is not necessary under the specific facts of the case.

Section 333(a)(1) provides that "[i]f the debtor in a case under
chapter 7, 9, or 11 is a health care business, the court shall
order, not later than 30 days after the commencement of the case,
the appointment of an ombudsman to monitor the quality of patient
care and to represent the interests of the patients of the health
care business unless the court finds that the appointment of such
ombudsman is not necessary for the protection of patients under the
specific facts of the case."

The Debtor's counsel, Tiffany D. Payne, Esq., at Baker & Hostetler
LLP, in Orlando, Florida, tells the Court that the Debtor is highly
regulated by the Florida Agency for Health Care Administration and
the Agency for Persons with Disabilities, and is licensed,
accredited, and insured.  Ms. Payne further tells the Court that
the Debtor has adequate financial strength to continue to deliver
high-quality care and its Chapter 11 filing was unrelated to
quality of care issues.

Ms. Payne says the Debtor has retained its own highly credentialed
expert in the area of regulatory compliance and patient care and
maintains strict policies regarding storage and access to patient
records.  She adds that the Debtor has never been named in any
lawsuit by any patient in regards to quality of care.  She further
says that both the Debtor and its patients share a common interest
in the Debtor's successful reorganization because, as reflected by
the Debtor's sizable wait-list for treatment, demand for treatment
is higher than supply in the area served by the Debtor.

Ms. Payne asserts that because less than 1% of the Debtor's
patients are seen at the Care Facility for therapy related to
counseling and none of the Debtor's patients are dependent upon the
Debtor for shelter or food, patients are not so dependent upon the
Debtor as to require an ombudsman to oversee their care.  She
further asserts that all of the Debtor's patients can elect to stop
receiving treatment at or coordinated through the Debtor at any
time.  She asserts that an ombudsman would serve no purpose and
would only create an additional layer of administrative expense.

The Debtor is represented by:

          Tiffany D. Payne, Esq.
          BAKER & HOSTETLER LLP
          200 South Orange Ave.
          SunTrust Center, Suite 2300
          Post Office Box 112 (32802-0112)
          Orlando, Florida 32801-3432
          Telephone: (407)649-4000
          Facsimile: (407)841-0168
          Email: tpayne@bakerlaw.com
                
                     About Behavioral Support Services

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 JACK: Moody's Assigns B3 Rating to New $260MM Secured Loans
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Big Jack Holdings
LP (Jack's) proposed $230 million guaranteed senior secured term
loan B and $30 million guaranteed senior secured revolver. Moody's
also assigned Jacks a B3 Corporate Family Rating (CFR) and B3-PD
Probability of Default Rating (PDR). The outlook is stable. Jack's
is the parent holding company of Jack's Family Restaurants, Inc.
(JFR) and Southeastern Food Merchandisers, Inc. (SFM).

Proceeds from the proposed $230 million term loan will be used to
fund the acquisition of both JFR and SFM along with equity
contirbuted by an entity managed by Onex Partners Manager LP.
Ratings are subject to the execution of the proposed transaction
and Moody's review of final documentation. This is the first time
Moody's rates this debt for Jacks.

Ratings assigned are:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $30 million guaranteed senior secured revolver due 2020 at B3
  (LGD 4)

  $230 million guaranteed senior secured term loan B due 2022 at
  B3 (LGD 4)

The outlook is stable.

RATINGS RATIONALE

Jack's B3 Corporate Family Rating (CFR) reflects its high leverage
pro forma for the proposed acquisition financing, particularly in
relation to its very modest scale in regards to revenues and number
of restaurants, very high level of geographic concentration in
Northern Alabama, and the risks associated with the company's
change in ownership as it migrates from a family owned business to
a more return driven, private equity-owned operator. The ratings
also factor in the high probability for material sale leaseback
transactions in the very near term that will result in higher
operating costs and adjusted debt levels. Moody's also believes
that soft consumer spending and persistently high levels of
promotional activities by competitors will pressure operating
performance. The ratings are supported by Jack's brand awareness in
its core market of Northern Alabama, day-part distribution with a
significant breakfast component, positive same store sales trends,
relatively stable earnings stream, and very good liquidity.

The stable outlook reflects Moody's view that debt protection
metrics will gradually improve over the next twelve to eighteen
months as new restaurants are added and management focuses on debt
reduction over and above mandatory amortization. The outlook also
anticipates the company will maintain very good liquidity.

Factors that could result in an upgrade would include greater
diversification and scale as well as a sustained strengthening of
debt protection metrics driven in part by sustained positive same
store sales, particularly traffic. Specifically, a higher rating
would require measured progress toward greater diversification
beyond a somewhat limited customer base as well as debt to EBITDA
migrating towards 5.0 times and EBITA coverage of gross interest of
around 2.0. An upgrade would also require very good liquidity.

A downgrade could occur if debt protection metrics deteriorated
from current levels over the next twelve months driven in part by
soft consumer spending and high levels of promotional activity by
its competitors. Specifically, a downgrade could occur if Debt to
EBITDA over the next twelve months increased towards 6.5 times and
EBITA to interest coverage migrated towards 1.5 time. A
deterioration in liquidity could also result in a downgrade.

The B3 rating on the guaranteed senior secured $30 million revolver
and $230 million term loan, the same as the CFR, reflects the
majority position within Jack's capital structure that this debt
represents as well as the limited amount of other debt and non-debt
liabilities that are junior to the bank facility.

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

Jacks, with headquarters in Homewood, Alabama, owns and operates
129 restaurants in Northern Alabama under the brand name Jacks
Family Restaurants. Jack's also owns and operates Southeastern Food
Merchandisers (SFM) a food distribution company, which distributes
to JFR and third-party customers. Annual net revenues are
approximately $300 million.



CARECENTRIX HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to CareCentrix Holdings Inc.  The outlook is stable.


At the same time, S&P assigned a 'B' issue-level rating with a '3'
recovery rating to the new $205 million first-lien senior secured
credit facility, which includes a $30 million revolving credit
facility (undrawn at closing) and $175 million term loan B.  The
'3' recovery rating indicates S&P's expectation of meaningful (50%
to 70%, at the lower end of the range) recovery to first-lien
lenders in the event of a payment default.

The corporate credit rating of 'B' on CareCentrix reflects S&P's
assessment of the company's business risk as "weak" and the
financial risk as "highly leveraged".

"The company's business risk is characterized by its narrow
business focus as a manager of home health benefits on behalf of
insurance companies; significant customer concentration; thin
operating margins; and the potential for competition, mainly from
large insurance company customers, who may elect to manage and
coordinate home health care for its insured client base in-house,"
said Standard & Poor's credit analyst David Kaplan.  The business
risk also reflect the favorable payer mix (limited exposure to
government reimbursement), good geographic diversification, limited
competition, good visibility on costs given contracts that are
predominantly fee-for-service, and long-term contracts with
existing insurance customers.  S&P believes the company could
benefit from the trend toward delivery of certain health care
services in the home (e.g., infusion services and sleep tests),
based on the cost, which is low compared to alternative settings
(e.g., hospital or clinic based).

CareCentrix is a benefits manager of home health services on behalf
of commercial insurance plans.  The company provides value to
customers by more efficiently managing care and utilization and by
leveraging its strong negotiating power with service providers. The
company contracts with insurance companies under fee-for-service
rates for home-based health care services.  The company fulfills
those services utilizing its network of about 8,000 health care
service providers throughout the U.S., earning a margin for
managing and adjudicating claims.  CareCentrix's services include
the delivery of durable medical equipment (47% of 2014 revenues),
home infusion services (31%), general home health and nursing
(17%), and sleep management (3%).  The company also provides
business processing and claims management for its customers.

"Our stable outlook anticipates high-single-digit organic revenue
growth, driven by increased utilization in the home health care
setting and new contract wins.  We believe stable margins,
long-term contracts, and efficient working capital management will
help generate moderate free operating cash flow.  We expect the
company to maintain adjusted debt leverage well above 5x, over the
next few years," S&P added.

S&P could lower its rating if the company experiences a contract
cancellation with one of its main insurance customers, despite the
company's ability to scale down much of its cost structure
relatively quickly.  S&P could also lower the rating if labor or
other costs lead service providers to demand higher rates, which
could compress the company's margins.  S&P estimates free cash flow
would be eliminated if gross margins decline by about 300 basis
points.

S&P believes an upgrade is unlikely given the company's high debt
leverage and our expectation that the private equity sponsors will
seek to maintain leverage above 5x.



CDC INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CDC Investment Corporation
        4874 Airport Rd
        Salisbury, MD 21804

Case No.: 15-18622

Chapter 11 Petition Date: June 17, 2015

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

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Alan M. Grochal, Esq.
                  TYDINGS AND ROSENBERG, LLP
                  100 E. Pratt Street., Fl. 26
                  Baltimore, MD 21202
                  Tel: 410-752-9700
                  Fax: 410-727-5460
                  Email: agrochal@tydingslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wilson Reynolds, president/shareholder.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb15-18622.pdf


CHASSIX HOLDINGS: Court Approves Kurtzman Carson as Panel's Agent
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chassix Holdings,
Inc., et al. sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Kurtzman Carson Consultants LLC as information and noticing agent,
nunc pro tunc to April 8, 2015.

The Committee requires Kurtzman Carson to:

   (a) establish and maintain an Internet-accessible website that
       provides, without limitation:

       - a link or other form of access to the website maintained
         by the Debtors' claims, noticing and balloting agent at
         https://cases.primeclerk.com/chassix/, which shall
         include, among other things, the case docket and claims
         register;

       - a calendar with upcoming significant dates and deadlines
         in the chapter 11 cases;

       - a form to submit creditor questions, comments and
         requests for access to information;

       - links to other relevant websites; and

       - the names and contact information for the Committee's
         counsel and restructuring advisors.

   (b) establish and maintain a telephone number and email address

       by and through Kurtzman Carson for creditors to submit
       questions and comments.

   (c) upon request provide a communications plan including but
       not limited to preparation of communications materials,
       dissemination of information and a call center staffed by
       Kurtzman Carson.

   (d) provide copy and notice services consistent with the
       applicable Local Rules and as requested by the Committee
       and/or the Bankruptcy Court.

The Court authorized and directed the Debtors to compensate
Kurtzman Carson on a monthly basis in accordance with the terms and
conditions of the Services Agreement, upon Kurtzman Carson's
submission to the Committee, the Debtors and the United States
Trustee of monthly invoices summarizing in reasonable detail the
services rendered and expenses incurred in connection therewith.

Kurtzman Carson will (i) file a final fee application and (ii)
submit monthly fee statements in the event that KCC fees exceed
$5,000 during any given month.

Evan Gershbein, vice president of Corporate Restructuring Services
for Kurtzman Carson, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Kurtzman Carson can be reached at:

       Drake D. Foster
       KURTZMAN CARSON CONSULTANTS, LLC
       2335 Alaska Ave.
       El Segundo, CA 90245
       Tel: (310) 823-9000
       Fax: (310) 823-9133

                          About Chassix Holdings

Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities.  Based in Southfield, Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical automotive
components, having content on approximately 64% of the largest
platforms in North America.  Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.

For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis.  As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.

Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.

Chassix Holdings estimated $500 million to $1 billion in assets and
debt.

The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc.
to provide an interim CFO and additional restructuring services;
and Prime Clerk LLC, as claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in the case
has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo
Securities LLC as financial advisor; and Kurtzman Carson
Consultants LLC as information and noticing agent.


CHASSIX HOLDINGS: Court Approves Teneo as Panel's Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Chassix Holdings,
Inc., et al. sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Teneo Securities LLC as financial advisor to the Committee, nunc
pro tunc to March 19, 2015.

The Committee requires Teneo to:

   (a) review and analyze the Debtors' operations, assets,
       financial condition, business plan, strategy, and operating

       forecasts;

   (b) evaluate the assets and liabilities of the Debtors and
       evaluate the Debtors' strategic and financial alternatives;

   (c) assist in the determination of an appropriate go-forward
       capital structure for the Debtors;

   (d) analyze any proposed financing(s);

   (e) assist the Committee in developing, evaluating, structuring

       and negotiating the terms and conditions of a
       restructuring, plan of reorganization or sale transaction,
       including the value of the securities, if any, that may be
       issued to the Committee under any such restructuring, plan
       of reorganization or sale transaction;

   (f) analyze any merger, divestiture, joint-venture, or
       investment transaction, including the proposed structure
       and form thereof;

   (g) analyze any new debt or equity capital (including advice on

       the nature and terms of new securities);

   (h) assist in the evaluation and investigation of prepetition
       transactions in which the Debtors and/or their insiders
       were involved;

   (i) if requested by the legal counsel to the Committee, prepare

       report(s) with respect to any and all proposed financings,
       the valuation of the company (as a going concern or
       otherwise) or any specific assets of the Debtors, or
       proposed merger, divestiture, joint-venture, or investment
       transaction;

   (j) provide the Committee with other appropriate general
       restructuring advice as the Committee and its counsel deems

       appropriate; and

   (k) testify in connection with Teneo's provision of any of the
       above-mentioned services in this Court or another court.

Teneo will be paid at these hourly rates:

       Senior Managing Director/
       Managing Director               $850
       Director                        $775
       Vice President                  $620
       Associate                       $470
       Analyst                         $330
       Paraprofessionals               $145

Teneo will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Brent C. Williams, senior managing director at Teneo, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Teneo can be reached at:

       Brent C. Williams
       TENEO SECURITIES LLC
       601 Lexington Avenue
       45th Floor
       New York, NY 10022
       Tel: (212) 886-1600

                         About Chassix Holdings

Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities.  Based in Southfield, Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical automotive
components, having content on approximately 64% of the largest
platforms in North America.  Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.

For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis.  As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.

Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.

Chassix Holdings estimated $500 million to $1 billion in assets and
debt.

The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc.
to provide an interim CFO and additional restructuring services;
and Prime Clerk LLC, as claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in the case
has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo
Securities LLC as financial advisor; and Kurtzman Carson
Consultants LLC as information and noticing agent.


CHASSIX HOLDINGS: Court Okays Akin Gump as Committee Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chassix Holdings,
Inc., et al. sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Akin Gump Strauss Hauer & Feld LLP as counsel to the committee,
nunc pro tunc to March 19, 2015.

The Committee requires Akin Gump to:

   (a) advise the Committee with respect to its rights, duties and

       powers in these chapter 11 cases;

   (b) assist and advise the Committee in its consultations and
       negotiations with the Debtors relative to the
       administration of these chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity interests;


   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the

       Debtors and their insiders of the operation of the Debtors'

       businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third-party concerning matters
       related to, among other things, the assumption or rejection

       of certain leases of non-residential real property and
       executory contracts, asset dispositions, financing of other

       transactions and the terms of one or more plans of
       reorganization for the Debtors and accompanying disclosure
       statements and related plan documents;

   (f) assist and advise the Committee as to its communications to

       the general creditor body regarding significant matters in
       these chapter 11 cases;

   (g) represent the Committee at all hearings and other
       proceedings before this Court;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety, and to the extent
       deemed appropriate by the Committee, support, join or
       object thereto;

   (i) advise and assist the Committee with respect to any
       legislative, regulatory or governmental activities;

   (j) assist the Committee in its review and analysis of all of
       the Debtors' various agreements;

   (k) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complaints, objections or comments in

       connection with any matter related to the Debtors or these
       chapter 11 cases;

   (l) investigate and analyze any intercompany claims among the
       Debtors and claims against the Debtors' non-debtor
       affiliates; and

   (m) perform such other legal services as may be required or are

       otherwise deemed to be in the interests of the Committee in

       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, Bankruptcy Rules or other
       applicable law.

Akin Gump will be paid at these hourly rates:

       Erik Preis                     $975
       Lisa G. Beckerman              $1,150
       Rachel Ehrlich Albanese        $825
       Jason P. Rubin                 $775
       Yochun Katie Lee               $565
       Charles W. Garrison            $495
       Partners                       $700–$1,300
       Senior Counsel and Counsel     $545–$930
       Associates                     $410–$775
       Paraprofessionals              $160–$375

Akin Gump will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Erik Preis, member of Akin Gump, assured the Court that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Akin Gump also intends to make a reasonable effort to comply with
the U.S. Trustee's requests for information and additional
disclosures as set forth in the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases
Effective as of November 1, 2013 (the "Appendix B Guidelines").

The following is provided in response to the request for
information set forth in Paragraph D.1 of the Appendix B
Guidelines:

  -- Akin Gump maintains only one set of hourly rates, which is
     applicable both in and out of bankruptcy.

  -- Akin Gump did not represent the Committee before its
     formation on March 19, 2015. Akin Gump has in the past
     represented, currently represents, and may represent in the
     future, certain Committee members and/or their affiliates in
     matters unrelated to the Debtors or these chapter 11 cases as

     set forth in this Application.

  -- Akin Gump has developed a budget and staffing plan for March
     19 through June 30 that will be presented for approval by the
   
     Committee.

Akin Gump can be reached at:

       Erik Preis, Esq.
       AKIN GUMP STRAUSS HAUER & FELD LLP
       One Bryant Park
       New York, NY 10036
       Tel: (212) 872-1000
       Fax: (212) 872-1002
       E-mail: apreis@akingump.com

                          About Chassix Holdings

Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities.  Based in Southfield, Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical automotive
components, having content on approximately 64% of the largest
platforms in North America.  Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.

For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis.  As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.

Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.

Chassix Holdings estimated $500 million to $1 billion in assets and
debt.

The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc.
to provide an interim CFO and additional restructuring services;
and Prime Clerk LLC, as claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in the case
has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo
Securities LLC as financial advisor; and Kurtzman Carson
Consultants LLC as information and noticing agent.


CINEMARK HOLDINGS: S&P Raises CCR to 'BB', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on Plano, Texas-based movie exhibitor
company Cinemark Holdings Inc. to 'BB' from 'BB-'.  The rating
outlook is stable.  The recovery ratings on the company's debt
remain unchanged.

"The upgrades reflect Cinemark's ability to maintain lease-adjusted
leverage in the low-3x area despite the box-office and foreign
exchange (FX) volatility it has experienced over the past several
quarters," said Standard & Poor's credit analyst Jawad Hussain.
S&P expects the company to maintain its balanced financial policy,
with lease-adjusted leverage below 3.5x, and to fund its capital
expenditures and dividend through operating cash flow.  This would
allow the company to maintain leverage in the low-3x area--in line
with S&P's "significant" financial risk profile assessment.

Cinemark is the third-largest movie exhibitor in the U.S., by
revenue, with a significant and profitable presence in Latin
America that is supporting growth.  Cinemark has a high-quality
circuit, having resisted building oversized theaters, which have
excess capacity during slower film release seasons.  Moreover,
Cinemark has not acquired underperforming properties to the extent
that its more acquisition-oriented competitors have.  As a result,
its EBITDA margin compares favorably with its peers'. Nevertheless,
Cinemark is exposed to the risk of film piracy and increased
competition from the proliferation of online entertainment
alternatives such as iTunes and Netflix, and increasingly
high-quality home viewing.  S&P believes that studios' release of
films to premium video on demand (VOD) platforms within the
traditional theatrical release window and films becoming available
for digital purchase ahead of their DVD availability could hurt
Cinemark's and its peers' long-term performance.

The stable rating outlook reflects S&P's expectation that Cinemark
will maintain an industry-leading EBITDA margin and lease-adjusted
leverage in the low-3x area, despite secular pressure facing the
industry.

S&P could lower its rating if the company's operating performance
weakens, if it pursues aggressive debt financed acquisitions, or if
it adopts a more aggressive financial policy, resulting in adjusted
leverage increasing to above 4x on a sustained basis. This could
entail, for example, high-single-digit percent revenue declines and
low-20% EBITDA declines due to high-single-digit percent declines
in attendance, with no offsetting reductions in capital
expenditures or dividends.  These declines could occur if Hollywood
movie output declines, if peak summer mass audience films have weak
performance, and if premium VOD gains traction and eats into
theaters' revenues.

Although unlikely, S&P could raise the rating if Cinemark maintains
its industry-leading EBITDA margin and reduces lease-adjusted
leverage to below 2.5x on a sustained basis.  This would likely
entail Cinemark implementing a more conservative financial policy
to lower leverage and moderating its expansion plans to support
these objectives.



CLEARWATER SEAFOODS: Moody's Alters Outlook to Stable
-----------------------------------------------------
Moody's Investors Service revised Clearwater Seafoods Limited
Partnership's (Clearwater) ratings outlook to stable from positive.
Moody's also affirmed the company's B2 corporate family rating
("CFR"), B3-PD probability of default rating, and B1 senior secured
debt rating, and raised the speculative grade liquidity rating to
SGL-1 from SGL-3.

"The outlook change to stable recognizes that earnings volatility
and foreign currency movements will hinder Clearwater from
improving its leverage (adjusted Debt/EBITDA) to meet the
requirement for an upgrade in the next 12 to 18 months," said Peter
Adu, Moody's lead analyst for Clearwater. "The raising of the SGL
rating reflects expectations for good availability under the
company's revolving credit facility while cash will increase by
more than C$55 million when the announced equity issue closes," Adu
added.

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B3-PD

C$75M Revolving Credit Facility due 2018, B1 (LGD2)

C$30M first lien term loan A due 2018, B1 (LGD2)

C$45M delayed draw first lien term loan A due 2018, B1 (LGD2)

US$200M first lien term loan B due 2019, B1 (LGD2)

Rating Raised:

Speculative Grade Liquidity Rating, to SGL-1 from SGL-3

Outlook:

Changed to Stable from Positive

RATINGS RATIONALE

Clearwater's B2 CFR primarily reflects its small scale, elevated
leverage, exposure to exogenous factors such as foreign currency
fluctuations, weather patterns, foreign trade disputes and
regulation, and expectations that its growth aspirations could
further increase leverage (adjusted Debt/EBITDA was 5.3x at LTM
Q1/15). The rating considers the company's vertically integrated
structure, its ownership of valuable shellfish quotas in Canada and
Argentina that create barriers to entry, attractive long term
growth prospects in the premium shellfish seafood industry
supported by growing demand from emerging markets, and good
geographic and customer diversity.

Clearwater has very good liquidity (SGL-1 rating), supported by
cash of C$84 million after closing its recent equity issue and
about C$60 million of availability under its C$75 million revolving
credit facility that matures in 2018 (reduced by US$10 million term
loan due in June 2015). These sources are sufficient to cover
annual term loan amortizations of about C$5 million. Moody's
expects Clearwater's free cash flow for fiscal 2015 to be breakeven
due to higher capital expenditures for a clam vessel and retrofits
to certain vessels. Free cash flow should exceed C$30 million for
fiscal 2016, including contribution from the new clam vessel.
Clearwater is subject to a total leverage covenant which Moody's
expects will provide cushion over 15% through the next 4 to 6
quarters even when step-downs occur. Clearwater has limited ability
to generate liquidity from asset sales as its credit facilities are
secured by liens on all assets of the company and its material
subsidiaries.

The outlook is stable because Moody's expects the company to be
able to manage its earnings volatility and currency exposure and
sustain its credit metrics at levels that support the B2 CFR
through the next 12 to 18 months.

A ratings upgrade will require Clearwater to maintain ample
liquidity with consistently positive annual free cash flow
generation, and sustain Debt/EBITDA below 4x. Clearwater's ratings
could be downgraded if operating results soften such that adjusted
Debt/EBITDA is sustained above 5x, or free cash flow remains
negative. Significant deterioration in liquidity, possibly caused
by debt-funded acquisitions could also lead to a downgrade.

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

Clearwater Seafoods Limited Partnership is a vertically-integrated
harvester, processor, and distributor of premium shellfish. Revenue
for the twelve months ended April 4, 2015 was C$442 million. The
company is headquartered in Bedford, Nova Scotia, Canada.



CNL LIFESTYLE: S&P Affirms 'B' CCR Then Withdraws Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on CNL
Lifestyle Properties Inc., including its 'B' corporate credit
rating.  S&P subsequently withdrew the ratings at the company's
request.  The outlook was stable at the time of the withdrawal.


COLT DEFENSE: Bankr. Filing is Credit Neg. for Bondholders
----------------------------------------------------------
Moody's Investors Service said Colt Defense LLC's announcement that
it voluntarily filed for Chapter 11 bankruptcy protection with the
US Bankruptcy Court for the District of Delaware is credit negative
for bondholders. Subsequent to the announcement, Moody's lowered
Colt's ratings to a Ca corporate family rating, D-PD probability of
default rating and C notes rating.

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms weapons systems for individual soldiers and law
enforcement personnel for the U.S. military, U.S. law enforcement
agencies, and foreign militaries. Colt also sells rifles, carbines
and handguns into the commercial end-market. The company
anticipated approximately $190 million revenues for the fiscal year
ended 2014.



CORE ENTERTAINMENT: S&P Lowers CCR to 'CCC-', On Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Beverley Hills, Calif.-based TV
production studio CORE Entertainment Inc. to 'CCC-' from 'CCC+'. At
the same time, S&P placed the ratings on CreditWatch with negative
implications.

"We also lowered our issue-level ratings on the company's $200
million senior secured first-lien term debt due 2017 to 'CCC-' from
'CCC+'.  The '4' recovery rating remains unchanged, indicating our
expectation for average recovery (30%-50%; lower half of the range)
of principal in the event of a payment default. In addition, we
lowered our issue-level rating on the company's $160 million 13.5%
second-lien term loan due 2018 to 'C' from 'CCC-'.  The '6'
recovery rating remains unchanged, indicating our expectation for
negligible recovery (0%-10%) of principal in the event of payment
default," S&P said.

"The downgrades reflect our view that CORE Entertainment's debt
capitalization is unsustainable and the recovery prospects for the
second-lien lenders is negligible," said Standard & Poor's credit
analyst Naveen Sarma.  S&P believes that CORE Entertainment has
entered the grace period to preserve liquidity, given its cash flow
deficits and ongoing investment needs.  However, the company has
liquidity to service its debt, with cash balances of approximately
$81 million as of March 31, 2015.

S&P plans to resolve the CreditWatch placement within 30 days.  S&P
could lower the ratings if it believes that CORE Entertainment will
not make the interest payment or if the company defaults.



CST BRANDS: Moody's Says 2 Dropdown Sale Deals is Credit Positive
-----------------------------------------------------------------
CST Brands, Inc. (Ba2/stable) announced two dropdown (sale)
transactions with CrossAmerica Partners L.P. ("CrossAmerica")
totaling approximately $261.5 million. The aggregate consideration
for the transactions includes $142 million in cash and
approximately $119.5 million in newly issued common units
representing limited partner interests in CrossAmerica. The
transactions are expected to close in the third quarter of fiscal
2015. The dropdowns include 29 recently constructed CST stores for
$135.5 million and an additional 12.5% of CST Fuel Supply L.P.,
CST's U.S wholesale supply business for $126 million. Proceeds from
the transaction are expected to be used primarily for the expansion
of CST's new store base. CrossAmerica curently owns 5% of limited
partnership interest in CST Fuel Supply L.P. and will lease the
acquired stores to CST. The transactions are long term credit
positive but will have no immediate impact on CST's ratings.

CST is one of the largest independent retailers of motor fuel and
convenience merchandise items in the U.S. and eastern Canada. With
2014 revenues of about $12.8 billion, CST is one of the largest
independent retail and wholesale distributors of motor fuel and
convenience merchandise in North America. The company has two
operating segments, Retail - U.S. which has 1,021 convenience
stores located in New York, Arizona, Arkansas, California,
Colorado, Louisiana, New Mexico, Oklahoma, Texas and Wyoming, and
Retail - Canada which has 861 retail sites located in New
Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince
Edward Island and Quebec. The company sells motor fuel under the
Valero and Diamond Shamrock brands in the U.S. and Ultramar brand
in Canada. In addition CST owns 100% of the General Partner of
CrossAmerica Partners, L.P. ("CrossAmerica"), a publicly traded
limited partnership which generates cash flows primarily from the
wholesale distribution of motor fuel.



DELTEK INC: Moody's Cuts CFR to B3 & 2nd Lien Debt Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded Deltek, Inc.'s corporate
family rating to B3 from B2 after the company upsized it debt
funded dividend to $280 million from $240 million. Moody's also
affirmed the B1 rating on its proposed first lien facilities and
downgraded the rating on its second lien debt to Caa2 from Caa1.
The second lien debt facility was upsized to fund the increased
dividend. While the increase in debt was only $40 million out of
$1.2 billion prior to the increase, the ratings were considered
very weakly positioned. The ratings outlook is stable.

RATINGS RATIONALE

The B3 rating is driven by Deltek's very high leverage levels and
aggressive financial policies of the private equity owners (as
highlighted by multiple dividend recapitalizations). Leverage, pro
forma for the transaction is very high (estimated at 7.9x excluding
certain one time charges and 8.9x including those charges) based on
LTM March 2015 results. Pro forma free cash flow to debt is
estimated at just under 4%, in line with other B3 rated enterprise
software providers. The ratings also take into account the
entrenched position of Deltek's software products in the government
contractor market, and its leading position as a software provider
to numerous professional services industries, including
architecture and engineering firms, accounting firms, ad agencies
and consulting firms. Although Deltek can handle higher debt levels
than other software providers, the proposed transaction pushes
metrics beyond those tolerated at higher ratings. In addition,
portions of the non-government business are cyclical and can
experience fairly wide swings in revenue. While the company is
expected to improve leverage and free cash flow levels over the
next 12-18 months, Deltek is acquisitive, which could result in
leverage remaining at elevated levels for an extended period.

The ratings could face downward pressure if leverage was expected
to remain above 8x for an extended period of time, or if free cash
flow is negative on other than a temporary basis. The ratings could
be upgraded if leverage is on track to get below 7x and free cash
flow to debt is greater than 5%.

Liquidity is good based on a projected $30 million of cash on the
balance sheet at closing of the transaction, access to a $30
million revolver (projected to be undrawn at closing) and
expectations of continued healthy free cash flow.

Downgrades:

Issuer: Deltek, Inc.

-- Corporate Family Ratings, Downgraded to B3 from B2

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

-- Second Lien Senior Secured Bank Credit Facility, Downgraded to

    Caa2, LGD5 from Caa1, LGD5

Affirmations:

-- First Lien Senior Secured Term Loan Bank Credit Facility,
    Affirmed B1, LGD3

-- Senior Secured Revolving Credit Facility, Affirmed B1, LGD3

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.

Headquartered in Herndon, Virginia, Deltek is a producer of project
focused enterprise software for government contracting and
professional service end-markets. Deltek is owned by private equity
firm, Thoma Bravo and had approximately $442 million of revenue for
the last twelve months ended March 31, 2015.



DELTEK INC: S&P Retains 'B' CCR After Proposed Term Loan Upsize
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Deltek
Inc. (B/Stable/--) are unchanged after the proposed $40 million
upsizing in Deltek's second-lien term loan due 2023.  The increment
will raise the second-lien term loan principal amount to $390
million.  The issue-level rating on the second-lien will remain at
'CCC+'.  The recovery rating on this debt remains at '6',
indicating S&P's expectation for negligible (0%-10%) recovery in
the event of payment default.

The ratings on Deltek reflect S&P's view of its solid position in
niche markets and a meaningful recurring revenue base, partly
offset by its limited scale and exposure to federal budget
uncertainty.  S&P's ratings also reflect leverage pro forma for
proposed upsize in the mid-8x area.  S&P expects the company will
reduce leverage to the low 8x area by the end of 2015, and lower in
2016, through EBITDA growth and modest debt reduction.  S&P also
notes that the current rating allows little capacity for additional
debt-financed acquisitions or shareholder returns.

S&P could lower the rating if large federal budget cuts or
competitive pressure lead to sharp declines in revenues and cash
flow resulting in less-than-adequate liquidity or free operating
cash flow to debt sustained below 5%.

RATINGS LIST

Ratings Unchanged

Deltek Inc.
Corporate credit rating     B/Stable/--
2nd-lien term ln due 2023   CCC+
  Recovery rating            6



DESIGN AND PROCESSING: Case Summary & 13 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Design and Processing Resources, Inc.
        12009 S. Spaulding School Rd.
        Plainfield, IL 60585

Case No.: 15-21008

Chapter 11 Petition Date: June 17, 2015

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Donald R Cassling

Debtor's Counsel: Ben L Schneider, Esq.
                  SCHNEIDER & STONE
                  8424 Skokie Blvd., Suite 200
                  Skokie, IL 60077
                  Tel: 847-933-0300
                  Fax: 847-676-2676
                  Email: ben@windycitylawgroup.com

Total Assets: $2.7 million

Total Liabilities: $709,543

The petition was signed by John B. Paul, president/CEO.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-21008.pdf


DEWDROP ENTERPRIZES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dewdrop Enterprizes, Inc.
        P.O. Box 1311
        Bald Knob, AR 72010

Case No.: 15-12975

Chapter 11 Petition Date: June 17, 2015

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: Hon. Phyllis M. Jones

Debtor's Counsel: Joel G. Hargis, Esq.
                  JOEL G. HARGIS, P.A.
                  512 West Washington Avenue
                  Jonesboro, AR 72401
                  Tel: 870-336-6407
                  Fax: 870-972-1787
                  Email: joel@hargislawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Pearrow, CEO.

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


DOWNEY SAVINGS: FDIC Settles Litigation with Trustee, Bondholders
-----------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that the bankruptcy trustee winding down the parent of failed
thrift Downey Savings & Loan has reached a settlement with the
Federal Deposit Insurance Corp., closing the books on a
long-running legal fight over the rights to more than $444 million
in tax refunds and other assets between the bank regulator and
bondholders of the dead bank.

According to the report, in a settlement filed in U.S. Bankruptcy
Court in Wilmington, Del., the FDIC has agreed to share the refund
with investors who hold $200 million in bonds issued by the
bank-holding company.  The settlement divides the bankruptcy estate
into tax and nontax assets and resolves all disputes between the
Downey bankruptcy estate, bondholders and the FDIC, the DBR said.

As reported in the Troubled Company Reporter on Nov. 24, 2008,
U.S. Bank, National Association, Minneapolis, Minn., acquired the
banking operations, including all the deposits, of Downey Savings
and Loan Association, F.A., Newport Beach, Calif., and PFF Bank &
Trust, Pomona, Calif., in a transaction facilitated by the Federal
Deposit Insurance Corporation.

The combined 213 branches of the two organizations will reopen as
branches of U.S. Bank under their normal business hours, including
those with Saturday hours.  Depositors will automatically become
depositors of U.S. Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.


ELEPHANT TALK: Signs $13.5 Million Settlement with Iusacell
-----------------------------------------------------------
Elephant Talk Communication Corp. entered into a release and
settlement agreement with Iusacell, S.A. De C.V. pursuant to which
the Company and Iusacell agreed to terminate their Mobile Network
Enablement Agreement and other related agreements which the parties
entered into in 2013.

Under the terms of the Agreement, Iusacell agreed to make a
settlement payment of $13.5 million consisting of $12.6 million in
cash and the remaining balance in exchange for certain obligations
of Elephant Talk to Iusacell.

Steven van der Velden, chairman and CEO of Elephant Talk stated:
"This settlement properly reflects our contract terms.  This
settlement provides us with significant means to carry out our
business plans by providing an important cash settlement and
allowing us to remain the owner of the platforms in Mexico.  With
this successful negotiation behind us, we now will re-focus all of
our time and assets on our new business efforts in North America,
Latin America, Europe and the Middle East where we have near-term
opportunities to deploy our ET Software DNA Platforms."

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $21.9 million in 2014, a net
loss of $25.5 million in 2013 and a net loss of $23.1 million in
2012.

As of March 31, 2015, the Company had $43.1 million in total
assets, $35.5 million in total liabilities and $7.61 million in
total stockholders' equity.


EPAZZ INC: Reports $509,000 Net Loss in First Quarter
-----------------------------------------------------
Epazz, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $508,965 on
$461,661 of revenue for the three months ended March 31, 2015,
compared to a net loss of $3.7 million on $252,552 of revenue for
the same period in 2014.

As of March 31, 2015, the Company had $972,638 in total assets,
$4.9 million in total liabilities and a $3.9 million total
stockholders' deficit.

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

                        http://is.gd/Q9AUen

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz reported a net loss of $7.66 million on $1.56 million of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$3.37 million on $750,000 of revenue for the year ended Dec. 31,
2013.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has an accumulated
deficit of $15.2 million and a working capital deficit of $3.45
million, which raises substantial doubt about its ability to
continue as a going concern.


EURAMAX INT'L: Taps Deutsche Bank for Refinancing Advice
--------------------------------------------------------
Euramax International, Inc. filed with the Securities and Exchange
Commission copies of slides from an investor presentation that
Euramax Holdings may use in presentations to investors from time to
time.  

According to the presentation, the Company's Board of Directors
brought in new management provided by Huron Consulting Group to
evaluate and improve the performance of the Company's business.
Huron's assessment identified significant opportunities to improve
competitive performance including but not limited to:

  -- procurement of aluminum and steel raw materials;;

  -- management of freight and logistics costs;

  -- SG&A costs which had not been adequately adjusted for a post-
     recession market; and

  -- an opportunity to upgrade performance management, culture,   
     and key leadership in North America.

Based on the results of Huron's diagnostic assessment, management
identified and implemented a number of value creating initiatives
during 2014 in the following key areas:

  -- North America Materials Procurement

  -- North America Freight Management

  -- Salaried Headcount Reduction

  -- Evolution of performance management and culture

  -- Upgrades in North American leadership

  -- Strategic selling to take advantage of an early stage
     recovery in the building materials market  

  -- Geographic expansion of international business

The Company has retained Deutsche Bank Securities Inc. as its
financial advisor and is evaluating several alternatives to
facilitate a refinancing of its outstanding indebtedness.

The document is available for free at http://is.gd/Mk6oQl

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is an
international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe.  The Company was acquired for $1 billion in 2005
by management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

Euramax reported a net loss of $59.3 million in 2014, a net loss of
$24.9 million in 2013 and a net loss of $36.8 million in 2012.
As of Dec. 31, 2014, Euramax International had $537 million in
total assets, $709.9 million in total liabilities and a $173
million total shareholders' deficit.

                            *     *     *

As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1.  The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.

The TCR reported in March 2015 that Standard & Poor's Ratings
Services said to it revised its corporate credit rating rating on
Norcross, Ga.-based Euramax International Inc. to 'CCC' from 'B'.

"The rating revision reflects our view that Euramax depends on
favorable business, financial, and economic conditions to meet its
financial commitment on its obligations. In the event of adverse
conditions, Euramax's capital structure appears to be unsustainable
in the long term," said Standard & Poor's credit analyst Thomas
O'Toole.


EXELIS INC: Moody's Hikes Sr. Unsecured Note Rating From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured note
ratings of Exelis, Inc. to Baa3 from Ba1, following completion of
the merger with Harris Corporation (Baa3 negative). This concludes
the review for upgrade that commenced on April 9.

The non-instrument ratings of Exelis have been withdrawn. Exelis
has become a subsidiary of Harris and on June 2 its debts were
guaranteed by Harris.

Ratings:

Upgrades:

Issuer: Exelis, Inc.

  Senior Unsecured Regular Bond/Debentures Upgraded to Baa3 from
  Ba1 (LGD4)

Outlook Actions:

Issuer: Exelis, Inc.

  Outlook, Changed To Negative From Rating Under Review

Withdrawals:

Issuer: Exelis, Inc.

  Probability of Default Rating, Withdrawn, previously rated
  Ba1-PD

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

  Corporate Family Rating, Withdrawn, previously rated Ba1

  Senior Unsecured Commercial Paper Rating, Withdrawn, previously
  rated NP



FIRST PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: First Properties Holding, Inc.
        11620 54th Street North
        Clearwater, FL 33760

Case No.: 15-06277

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 17, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Kevin P. O'Brien, Esq.
                  LAW OFFICES OF KEVIN P. O'BRIEN, P.A.
                  805 West Azeele Street
                  Tampa, FL 33606
                  Tel: 813-549-1490
                  Fax: 813-387-3050
                  Email: kevinpaobrien@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by James N. Marsh, president.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-06277.pdf


FRAC SPECIALISTS: Owes $2.3MM for Rent Payment, Wells Fargo Says
----------------------------------------------------------------
Wells Fargo Equipment Finance Inc. asks the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, to lift
the automatic stay imposed in the Chapter 11 cases of Frac
Specialists, LLC, et al., in order to exercise its contractual and
legal remedies as to equipment it leased to the Debtors.

Prior to the Petition Date, Wells Fargo's predecessor-in-interest,
Summit Funding Group, Inc., entered into a Master Lease Agreement
No. 2554 dated September 23, 2014, with the Debtor and its
affiliates in order to lease-finance the Debtor's acquisition of
certain equipment to be used in its oilfield service business.
Pursuant to the Master Lease, Summit and the Debtor entered into
Equipment Schedule No. 003 dated November 24, 2014, under which the
Debtor leased from Summit, for a term of 48 months, three 2015
Dragon 2600 hp Quintaplex frac pumps.  Under the terms of the
Master Lease and Schedule, the Debtor promised to pay monthly rent
of $57,456, with a $1 purchase option at the end of the term.  The
Debtor granted to Wells Fargo a security interest in the Equipment
and in the proceeds thereof, including any insurance proceeds.

Wells Fargo's counsel, Larry Chek, Esq., at Palmer & Manuel, LLP,
in Dallas, Texas, tells the Court that in or about May 15, 2015, a
fire at a well site operated by the Debtor destroyed certain assets
of the Debtor, which may have included part of the Equipment.  Mr.
Chek notes that the Debtor has not remitted the insurance proceeds
for any destroyed portion of the Equipment to Wells Fargo, nor
otherwise compensated Wells Fargo for the loss of its collateral.
He further tells the Court that the Debtor owed the aggregate sum
of $2,391,848 to Wells Fargo, including its unpaid May 2015 rent
payment, late charges, and the present value of the rents for the
remainder of the lease term, discounted at a rate of 2% per annum.

Mr. Chek asserts that adequate protection is required due to the
continuing diminution in value of the Equipment from wear and tear,
weathering, depreciation from use, and technological obsolescence
with passage of time.  He says that it is appropriate and necessary
for the Debtor to adequately protect Wells Fargo's interest in the
Equipment by making monthly cash payments equal to the amount of
its diminution in value, pursuing an insurance claim for physical
loss and remitting to Wells Fargo the proceeds of the insurance
policy applicable to the Equipment, and maintaining adequate loss
insurance on the Equipment.

Mr. Chek further asserts that alternatively, Wells Fargo is
entitled to relief from the automatic stay under Section 362(d)(2)
of the Bankruptcy Code because the Debtor has no equity in the
Equipment, and the Equipment is not necessary to an effective
reorganization by the Debtor.  He adds that in the event that the
Court determines that the automatic stay should be modified in
favor of Wells Fargo, there is cause for waiver of the 14-day stay
period of Rule 4001(a)(3) because Wells Fargo is in a better
financial position than the Debtor to insure, maintain, protect,
and preserve the Equipment during the period.

Wells Fargo is represented by:

          Larry Chek, Esq.
          PALMER & MANUEL, LLP
          8350 N. Central Expressway, Suite 1111
          Dallas, TX 75206
          Telephone: (214)242-6444
          Facsimile: (214)265-1950
          Email: lcheck@pamlaw.com

                    About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid

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



The Companies are oilfield service providers serving the

exploration and production industry within the Permian Basin.

Noble Natural Resources, LLC, Javier Urias and Alex Hinojos

collectively own 100% of the membership interests in the

Companies.



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



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




GREAT PLAINS ROYALTY: Court Rules on Bid to Clarify Judgment
------------------------------------------------------------
Judge Shon Hastings granted in part and denied in part the
defendants' Motion to Clarify and Amend Judgment in the case
captioned Great Plains Royalty Corporation, Plaintiff, v. Earl
Schwartz Company and Basin Minerals, LLC, Defendants. Earl Schwartz
Company and Basin Minerals, LLC, Counter-Claimants, v. Great Plains
Royalty Corporation, Counter-Defendant, ADVERSARY NO. 13-07018
(Bankr. D.N.D).

On April 1, 2015, defendants Earl Schwartz Corporation ("ESCO") and
Basin Minerals, LLC ("Basin") sought to clarify and amend the
Court's judgment, arguing that reference to specific wells should
be removed, thereby granting them a broader royalty interest than
articulated in the Court's Memorandum and Order and Judgment.

Judge Hastings rejected ESCO's and Basin's arguments for the reason
that the time for advancing these arguments passed on November 14,
2014, when the final post-trial response briefs were due.  Further,
ESCO and Basin did not offer evidence at trial showing that the
Trustee intended to transfer more than an interest in production
from the Melvin E. Peterson 1 and Ruppert 1 wells.

Judge Hastings, however, granted ESCO and Basin's request to
clarify and amend his judgment to add the words "production from"
to the description of the 7/160 Interest and 31% Interest
transferred by the Trustee.

A copy of the May 19, 2015 memorandum and order is available at
http://is.gd/IqLnzWfrom Leagle.com.

               About Great Plains Royalty Corporation

Great Plains Royalty Corporation filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.N.D. Case No. 68-00039) on April
12, 1968.  The case was eventually converted to a Chapter 7
proceeding and Myron Atkinson was appointed as Trustee to liquidate
the estate.  An auction was held on June 5, 1969 in Williston,
North Dakota and the Trustee declared Earl Schwartz the highest
bidder, allowing him to purchase certain assets of the Great Plains
bankruptcy estate.  The Trustee transferred assets of the
bankruptcy estate to Earl Schwartz Corporation (ESCO), which later
transferred those assets to Basin Minerals, LLC.


HERCULES OFFSHORE: Reaches Restructuring Deal with Noteholders
--------------------------------------------------------------
Josh Beckerman, writing for The Wall Street Journal, reported that
Hercules Offshore Inc. has entered into a restructuring agreement
with a noteholder group, and expects a prepackaged reorganization
plan or a Chapter 11 filing will occur within a few weeks.

According to the report, the Houston-based drilling-services
company said the agreement would convert about $1.2 billion of
notes to new common equity.  Noteholders have agreed to backstop
about $450 million of new debt financing, the Journal said, citing
the company.

                      About Hercules Offshore

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

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

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

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

                           *     *     *

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

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

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


HMK MATTRESS: Moody's Alters Outlook to Stable & Affirms B3 CFR
---------------------------------------------------------------
Moody's Investors Service changed HMK Mattress Holdings, LLC's
("Sleepy's") outlook to stable from negative. Concurrently, Moody's
affirmed the company's B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and the B2 rating of the senior
secured term loan.

The change in outlook to stable from negative reflects the
reduction in the company's adjusted debt due to changes in Moody's
approach for capitalizing operating leases, which lowers
Moody's-adjusted debt/EBITDA by approximately 2.3 times to 5.0
times as of March 2015. The updated approach for standard
adjustments for operating leases is explained in the cross-sector
rating methodology Financial Statement Adjustments in the Analysis
of Non-Financial Corporations, published on June 15, 2015. The
change in outlook also considers the improvement in Sleepy's credit
metrics, driven by the gradual turnaround in the company's
operating performance over the past three quarters.

Rating Actions:

Issuer: HMK Mattress Holdings, LLC

-- Corporate Family Rating, affirmed at B3

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

-- Stable outlook

Issuer: HMK Intermediate Holdings, LLC

-- $170 million senior secured term loan due 2018, affirmed at
    B2 (LGD 3)

RATINGS RATIONALE

The B3 corporate family rating reflects Sleepy's weak interest
coverage, relatively aggressive financial policies, and adequate
liquidity, including Moody's expectations for breakeven free cash
flow and tight covenant cushion. The rating also incorporates the
company's modest scale, narrow product focus in a category that is
highly dependent on discretionary consumer spending, and regional
concentration. At the same time, the rating incorporates the
company's strong brand recognition, competitive position within its
regions of operation, and pent-up demand for housing-related
consumer durables, including bedding products.

The stable outlook reflects Moody's expectations the company will
generate low-single-digit same store sales growth and meaningful
near-term margin expansion as it benefits from focusing its
marketing efforts on the major holidays and improving its
merchandising mix and inventory planning. The outlook also reflects
Moody's expectation that Sleepy's will maintain adequate
liquidity.

The ratings could be downgraded if same store sales reverse their
recent positive momentum, if margins materially decline or
liquidity erodes for any reason, including weaker covenant cushion.
Quantitatively, ratings could be downgraded if EBITA/interest
expense approaches 1.0 times or debt/EBITDA approaches 7 times.

The ratings could be upgraded if Sleepy's demonstrates continued
same store sales and earnings growth, while maintaining at least
adequate liquidity, including good covenant cushion.
Quantitatively, the ratings could be upgraded if EBITA/interest
approaches 1.5 times and debt/EBITDA is sustained below 5.5 times.

HMK Mattress Holdings, LLC ("Sleepy's"), headquartered in
Hicksville, NY, is a specialty mattress retailer, operating
approximately 1,039 locations predominantly in the Northeast and
Mid-Atlantic of the United States. Store banners include Sleepy's
and Mattress Discounters. It also delivers mattresses through its
websites including sleepys.com, 1800mattress.com and mattress.com.
The company provides wholesale fulfillment services for amazon.com
and sears.com and sells wholesale to hotels and colleges. Revenues
are approximately $1 billion. Sleepy's is family- and management-
owned, and private equity firm Calera Capital has a minority stake
in the company.

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



HOWARD F. MARKS: CommunityOne Bank's Appeal Dismissed
-----------------------------------------------------
The Court of Appeals of North Carolina dismissed the plaintiff's
appeal in the case captioned COMMUNITYONE BANK, N.A., Plaintiff, v.
BOONE STATION PARTNERS, LLC, STEPHEN D. SAIEED and DR. HOWARD F.
MARKS, JR., Defendants, NO. COA14-932 (N.C. Ct. App.).

Plaintiff CommunityOne Bank appealed from the March 28, 2014 order
of the trial court dismissing all claims against defendant
guarantors Stephen D. Saieed and Dr. Howard F. Marks, Jr. on the
grounds that the statute of limitations had expired.  That order
was considered interlocutory because it left pending plaintiff's
claims against Boone Station Partners, LLC, which executed and
delivered the promissory note.  Boone is the owner of the real
property securing that note.

The appellate court explained that generally, there is no right to
appeal from an interlocutory order unless (1) the trial court
certified the order for immediate appeal under Rule 54(b) of the
Rules of Civil Procedure, or (2) the order affects a substantial
right that would be lost without immediate review.  In this case,
the trial court did not make a Rule 54(b) certification.

In its May 19, 2015 opinion available at http://is.gd/JKepspfrom
Leagle.com, the appellate court held that plaintiff failed to show
that, under the circumstances of this case, the order affects a
substantial right that would be lost absent an immediate appeal.
Even if the claims against Boone Station and against defendant
guarantors arise out of the same set of facts, the claims asserted
against the defendants arose out of "separate and distinct
contract(s)" and involved differing legal duties owed to the
plaintiff.  Thus, there was no risk of inconsistent verdicts in the
absence of an interlocutory appeal.  

Hutchens, Senter, Kellam & Pettit, P.A., by Lacey M. Moore --
lacey.moore@hskplaw.com -- for plaintiff-appellant.

Stubbs & Perdue, P.A., by Matthew W. Buckmiller for
defendants-appellees.

Howard Marks Jr., along with his wife, sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 11-03636) on May 10, 2011.


HUDSON'S BAY: Moody's Affirms B1 CFR After Kaufhof Acquisition
--------------------------------------------------------------
Moody's Investors Service affirmed Hudson's Bay Company's ("HBC")
B1 Corporate Family Rating, B1-PD Probability of Default Rating and
B1 rating on its Term Loan B due 2020. The outlook remains stable.

The rating affirmation follows the company's June 15 announcement
that it will acquire Galeria Holding ("Kaufhof") from Metro AG
(Baa3 stable) for a total consideration of EUR2.42 billion (C$3.36
billion). HBC plans to finance the acquisition primarily with a
real estate term loan secured by at least 40 Kaufhof properties
through its real estate Joint Venture with Simon Property Group
("Simon-HBC JV"). The company has also received aggregate $3.25
billion (C$4.00 billion) in term loan B commitments, proceeds from
which will be used to refinance its existing term loan B (C$790
million outstanding as of May 5, 2015). The acquisition is expected
to close by the end of the third fiscal quarter of 2015.

The affirmation of ratings reflects Moody's view that the addition
of Kaufhof, which operates leading department stores in Germany and
Belgium, will enhance the geographic diversification of HBC's 3
existing North American banners (Hudson's Bay, Saks and Lord &
Taylor). Moody's expects Kaufhof will operate as a substantially
separate business such that the usual degree of execution risk is
lower. However, given that the Kaufhof acquisition is occurring
less than 2 years after the closing of the acquisition of Saks
Inc., there is very limited capacity for the company to undertake
additional debt while maintaining the B1 rating and stable outlook.
Pro forma the Kaufhof acquisition, sale of properties to the
Simon-HBC JV and the contemplated C$739 million term loan
borrowings (as outlined by HBC in its public filings on June 15,
2015), Moody's adjusted debt to EBITDA would be around 6.3x as of
May 2, 2015. While the increase in debt following the Kaufhof
acquisition is meaningful the company had capacity in its current
rating however there is no meaningful capacity for additional debt
given current leverage. Moody's leverage metrics assume closing of
the Rio Can and Simon JV's on the proposed terms and moody's
considers those transaction to be akin to a sale-leaseback
transaction for HBC. Leverage also includes the mortgage
obligations of HBC which include the debt associated with the
company's Lord & Taylor and Saks Fifth Avenue properties located in
New York City.

The following ratings were affirmed:

Issuer: Hudson's Bay Company

  Corporate Family Rating, Affirmed B1

  Probability of Default Rating, Affirmed B1-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Senior Secured Bank Credit Facility due Nov 5, 2020, Affirmed
  B1, LGD4

Outlook, Remains Stable

RATINGS RATIONALE

Hudson's Bay Company's B1 Corporate Family Rating reflects the
company's significant debt burden with debt/EBITDA expected to be
around 6.3 times pro-forma for the acquisition of Kaufhof. The B1
Corporate Family Rating reflects our expectations that HBC is
unlikely to materially reduce debt over the next couple years, in
part due to its plans to invest a sizable amount of capital
expenditures for a major reconfiguration of its flagship Saks Fifth
Avenue property thus deleveraging would occur primarily through
earnings improvement. The rating also reflects the company's
generally consistent performance across all of its North American
banners under the current management team. While leverage is very
high and is reflective of a lower rating, the B1 rating considers
the company's solid liquidity profile with access to significant
untapped asset-based revolving credit facilities. The ratings also
reflect HBC's continued majority ownership of real estate assets
which have significant value and mitigate the high financial
leverage of the company.

The B1 CFR reflects Moody's view that the addition of Kaufhof,
which operates leading department stores in Germany and Belgium,
will enhance the geographic diversification of HBC's 3 existing
North American banners (Hudson's Bay, Saks and Lord & Taylor).
Moody's expects Kaufhof will operate as a substantially separate
business such that the usual degree of execution risk is lower.
However, given that the Kaufhof acquisition is occurring less than
2 years after the closing of the acquisition of Saks Inc., there is
very limited capacity for the company to undertake additional debt
while maintaining the B1 rating and stable outlook.

The stable outlook reflects Moody's expectations that HBC will
maintain revenue and margin stability across its portfolio as a
whole. Moody's expects deleveraging to occur primarily through
earnings improvement given it does not expect HBC to materially
reduce debt over the next couple years, in part due to its plans to
invest a sizable amount of capital expenditures for a major
reconfiguration of its flagship Saks Fifth Avenue property.

The ratings could be downgraded if Moody's expected debt/EBITDA to
be sustained above 6.25 for an extended period or interest coverage
approached 1.25 times. Given the high debt burden, ratings could be
lowered if actions with respect to the significant real estate
holdings were not maintained in a creditor friendly manner.

There is limited upward ratings momentum for the near to
intermediate term. Quantitatively, ratings could be upgraded if
debt/EBITDA was sustained below 5 times and interest coverage was
sustained above 2.0 times while maintaining a good overall
liquidity profile.

Headquartered in Toronto, Canada, Hudson's Bay Company ("HBC")
operates Hudson's Bay, Canada's largest branded department store
with 90 locations, and Home Outfitters, Canada's largest home
specialty superstore with 67 locations across the country. In the
United States, HBC operates Lord & Taylor, a department store with
50 full-line store locations throughout the northeastern and
mid-Atlantic US, and four Lord & Taylor outlets. Saks Fifth Avenue
currently operates 39 Saks Fifth Avenue stores and 81 Saks Fifth
Avenue OFF 5TH stores. HBC has agreed to acquire Galeria Holding
("Kaufhof") for total consideration of EUR2.42 billion (C$3.36
billion). Pro forma revenue during fiscal 2015 for the combined
company is expected to be around C$13 billion.



INTEGRATED FREIGHT: Posts $268,000 Net Income in June 30 Qtr.
-------------------------------------------------------------
Integrated Freight Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
net income of $268,200 on $4.9 million of revenue for the three
months ended June 30, 2014, compared to a net loss of $15,309 on
$5.2 million of revenue for the same period in 2013.

As of June 30, 2014, the Company had $5 million in total assets,
$17.7 million in total liabilities and a $12.6 million total
stockholders' deficit.

At June 30, 2014, the Company had $41,305 in cash and cash
equivalents.  The Company had receivables, net of allowances, of
$2,848,547 and its current liabilities were $16,346,405.

                           Going Concern

"Our continuation is dependent upon attaining and maintaining
profitable operations and raising additional capital as needed.  In
this regard, we have raised additional capital through the debt and
equity offerings. . . .  We do, however, require additional cash
due to changing business conditions or other future developments,
including any investments or acquisitions we may decide to pursue.
We plan to sell additional equity securities, debt securities or
borrow from lending institutions.  We cannot assure you that
financing will be available in the amounts we need or on terms
acceptable to us, if at all.  The issuance of additional equity
securities, including convertible debt securities, by us could
result in a significant dilution in the equity interests of our
current stockholders.  The incurrence of debt would divert cash for
working capital and capital expenditures to service debt
obligations and could result in operating and financial covenants
that restrict our operations and our ability to pay dividends to
our shareholders.  If we are unable to obtain additional equity or
debt financing as required, our business operations and prospects
may suffer.  In such event, we will be forced to scale down or
perhaps even cease our operations," the Company said in the Form
10-Q report.

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

                        http://is.gd/lgfA50

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

Integrated Freight reported a net loss of $1.43 million on $20.2
million of revenue for the year ended March 31, 2014, compared with
net income of $4.81 million on $20.1 million of revenue for the
year ended March 31, 2013.

DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014, citing that the
Company has significant net losses and cash flow deficiencies.
Those conditions raise substantial doubt about the Company's
ability to continue as a going concern.


IPALCO ENTERPRISES: Fitch Assigns 'BB+' IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to IPALCO Enterprises,
Inc.'s Issuer Default Rating 'BB+'; Outlook Stable) issuance of
senior secured debt.  These notes rank pari passu with IPALCO's
other senior secured debt, including any future senior debt
issuances.  The company intends to use the net proceeds from this
offering to refinance its 2016 senior debt maturities.

IPALCO's ratings reflect quality of cash flow from its regulated
operating company-Indianapolis Power & Light Company (IPL), and a
highly leveraged capital structure.  IPALCO's cash flows are
currently limited to dividends received from IPL and are
subordinated to IPL's debt service and capital requirements.  Legal
ownership structure and lack of explicit ring fencing between IPL
and IPALCO are key elements for linking IPL's IDR to the IDR of
IPALCO.

KEY RATING DRIVERS

Elevated Capex at IPL: Current capex cycle (through 2017) at IPL is
expected to be high, in Fitch's opinion.  IPL's current capex plans
include retrofitting most of its economical coal-fired electricity
generation units with the new emission control equipment, refueling
of certain coal fired units to gas, and building a new natural gas
fired power plant as a replacement for its retiring generating
capacity.  Fitch expects concurrent recovery of environmental capex
under the 'environmental compliance cost recovery adjustment'
(ECCRA) clause of the Indiana utility regulations.  As of now, IPL
has retired about 170MW of its existing generation capacity and
plans to retire additional 470MW of its generating capacity by
2016.  A new combined cycle gas turbine plant (CCGT) and conversion
of 200MW of IPL's coal-fired units to natural gas will replace the
retired capacity for which the IURC has already issued the
certificate of public convenience and necessity (CPCN).  Fitch
anticipates erosion in IPL's cash flow measures until its recently
filed general rate case (GRC) application is approved by the
Indiana Regulators. Equity infusion by IPALCO's shareholders will
alleviate the rating concerns arising from the elevated capex
cycle, in Fitch's opinion.

Consolidated Credit-Profile: IPALCO's IDR reflects a highly
leveraged capital structure with consolidated debt reaching 92% of
the total capital at the end of 2014 under the pooling of interest
accounting convention.  Fitch views consolidated leverage as a key
rating driver, along with IPALCO's reliance on IPL to support
debt-service and the subordination of IPALCO's debt to that of
IPL's debt.  Stability of upstream cash flow from IPL and currently
a constructive regulatory environment in Indiana partially
alleviate the credit concerns arising from exceptionally leveraged
capital structure.

Credit Metrics Volatility Expected: The assigned rating takes into
account the expected decline in the credit metrics through 2017 and
recovery thereof to reasonable levels by 2018.  IPALCO's
consolidated adjusted debt to EBITDAR and funds from operations
(FFO) fixed charge ratios at the end of latest 12 months (LTM)
March 2015 were 5.1x and 3.6x respectively.  These ratios are
expected to decline over IPL's current capex cycle ending in 2017.
Fitch projects IPALCO's consolidated credit metrics to remain
constrained until the Indiana regulators approve increase in IPL's
retail tariffs, especially to recover its investment in the new
generating capacity.  Fitch expects IPALCO's consolidated adjusted
debt to EBITDAR ratio to be below 5.0x at the end of 2018 and FFO
based interest coverage (FFO-to-interest) is expected to be
slightly over 3.0x at the end of the same period, in line with
Fitch's expectations for the assigned IDR.

Environmental Policy Challenges for Coal-fired Generation: The
management expects that about 44% of IPL's long-term power
generation capacity will be coal based.  The remainder will include
renewable resources and natural gas fired plants.  Even with the
installation of new emission controls, the long-term policy
challenges to coal-fired generation remains a threat to the
long-term viability of these assets.  Fitch relies on ECCRA and the
Indiana Senate bills 29 and 251 for the timely recovery of these
investments in assigning the IDR.  The Senate bills allow the
recovery of federally mandated environmental compliance costs and
the installation of clean coal technologies reducing airborne
emissions associated with the use of coal.

Stable Regulatory Environment: IPL benefits from the stable
regulatory environment in Indiana.  IPL has minimal commodity price
exposure due to a regulatory pass-through mechanism that allows the
utility to recover fuel and purchased power costs on a timely
basis.  Legislative measures exist for IPL to recover environmental
compliance related investments in a timely manner. The customer
base is stable.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for IPALCO:

   -- A flat electricity volume growth at IPL over the forecast
      period (2015-2018).

   -- Fitch has assumed that IPL will give up majority of its
      margins from wholesale electricity once its next GRC
      application is approved. Currently, there are no limits on
      IPL to share its off-system sales.

   -- For wholesale electricity revenues and margins, Fitch used
      WoodMac's projected power prices for the forecast period.

   -- Fitch's rating case assumptions include regulatory approval
      of IPL's GRC application and new rates will become effective

      beginning Jan. 1, 2016.

   -- Fitch used management's forecast for equity infusions in
      IPALCO to partially fund IPL's capex program over the
      forecast period.

   -- Fitch used management's capex forecast.

RATING SENSITIVITIES

Positive Rating Action: A positive rating action is unlikely over
the rating horizon (2015-2018) given the elevated capex at IPL that
will be partially debt financed.  External financing of
increasingly stringent environmental regulation based investment at
IPL will constrain the credit protection measures over the rating
horizon.

Negative Rating Action: Fitch will downgrade the IDR of both
companies, if IPL's credit metrics on a sustainable basis, fail to
be within the Fitch guidelines for a 'BBB' rated entity.  A
restrictive regulatory outcome in the upcoming GRC proceedings, if
adverse for the credit protection measures on a sustainable basis,
will also result in a negative rating action.

Fitch will also consider a negative rating action on IPALCO due to
certain adverse regulatory developments, such as: changes that
reduce the likelihood of timely recovery of the operating costs
(fuel, purchased power, or environmental costs) or imputes less
than a full income tax rate in the rates for IPL adversely
affecting the credit protection measures at IPALCO.  In addition,
an absolute material increase in debt at IPALCO will also result in
a negative rating action at IPALCO.



JAZZ ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg
----------------------------------------------------------------
Moody's Investors Service has affirmed the debt ratings of Jazz
Acquisition, Inc ("Wencor"), including the B3 corporate family, the
B2 senior secured ratings, and the Caa2 second lien term loan
rating, but changed the rating outlook to negative from stable.

Issuer: Jazz Acquisition, Inc.

Outlook changed:

  Rating Outlook, to Negative from Stable

Ratings affirmed:

  Corporate Family Rating, B3

  Probability of Default, B3-PD

  $65 million first lien revolving credit facility due 2019, B2
  (LGD3)

  $330 million first lien term loan due 2021, B2 (LGD3)

  $155 million second lien term loan due 2022, Caa2 (LGD5)

RATINGS RATIONALE

The negative outlook reflects Moody's concerns about operating
performance that continues to trail expectations and a highly
strained balance sheet which is deleveraging at a much slower rate
than was initially contemplated.

The B3 corporate family rating (CFR) reflects Wencor's small
revenue base, an aggressive financial policy and a highly leveraged
balance sheet. Integration risk relating to the company's on-going
acquisition strategy, much of which is debt-financed, adds an
additional element of risk to the rating. "We estimate Moody's
adjusted Debt-to-EBITDA of about 8.0x as of May 2015, a leverage
level that constrains financial flexibility and leaves little room
for error in execution. Tempering considerations include favorable
fundamentals in aerospace aftermarkets with opportunities for
further penetration of Wencor's parts manufacturer approval (PMA)
and repair segments. The recurring and non-discretionary nature of
demand for many of Wencor's products also adds support to the
rating," said Moody's.

Moody's expects Wencor to maintain an adequate liquidity profile
over the next 12 to 18 months. Cash on hand balances will remain at
relatively low levels ($8 million cash as of 05/31/15) while free
cash flow generation should be modestly positive with FCF-to-Debt
remaining in the low-single digits. Liquidity is also supported by
a $65 million revolving credit facility that matures in 2019. The
company actively utilizes the facility and drew down about $23
million to partially fund the PHS/MWA acquisition of April 2015.
The revolver contains a net first lien leverage ratio of 7.75x that
comes into effect if usage under the facility exceeds 30% ($20
million). Moody's expects Wencor to maintain considerable cushions
with respect to its covenant over the next few quarters. Other
alternative sources of liquidity are limited given the
predominately all-asset pledge to the company's various creditors.

The ratings could be downgraded if leverage is sustained above
8.0x, if operating performance continues to remain weak such that
EBITDA margins are approaching the mid-teens. Continued reliance on
the revolving credit facility or a further weakening of the
liquidity profile would also pressure the rating downward.

The ratings are unlikely to be upgraded at this time given the
company's underperformance to expectations and the highly elevated
leverage levels. Any upward rating actions would be driven by
Debt-to-EBITDA sustained below 6.0x, FCF-to-Debt remaining in the
mid-single digits and strong operating performance across the
company's three business lines.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 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.

Jazz Acquisition, Inc. ("Wencor") designs, repairs and distributes
highly-engineered aftermarket components primarily for commercial
airline and maintenance, repair and overhaul (MRO) customers.
Headquartered in Springville, Utah and majority owned by private
equity firm Warburg Pincus, the company generated approximately
$400 million of pro forma revenues for the twelve months ended May
2015.


KAMMAN'S FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kamman's Farms, Inc.
        4683 S State Rt 135
        Vallonia, IN 47281

Case No.: 15-91109

Chapter 11 Petition Date: June 17, 2015

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Hon. Basil H. Lorch III

Debtor's Counsel: Neil C. Bordy, Esq.
                  SEILLER WATERMAN LLC
                  462 S 4th Street Ste 2200
                  Louisville, KY 40202-3459
                  Tel: 502-584-7400
                  Email: bordy@derbycitylaw.com

                     - and -

                  Charity B Neukomm, Esq.
                  SEILLER WATERMAN LLC
                  Meidinger Tower, 22nd Floor
                  462 South Fourth Street
                  Louisville, KY 40202
                  Tel: 502-584-7400
                  Fax: 502-583-2100
                  Email: neukomm@derbycitylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Kamman, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb15-91109.pdf


MA LERIN HILLS: Has Interim OK to Use $500,000 in DIP Loan
----------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, gave MA Lerin
Hills Holder, LP, et al., interim authority to obtain senior
secured superpriority term loan in the amount of $500,000 from
Putnam Bridge Funding III, LLC.

As previously reported by The Troubled Company Reporter, the
salient terms of the DIP financing are:

   -- Security: The Debtors will grant Putnam a valid and
      perfected security interest assets of the Debtors, and the
      DIP obligations will constitute allowed administrative
      claims equal in priority to a claim under Section 364(c)(1)
      of the Bankruptcy Code.

   -- Interest rate: The interest rate will be 13% per annum.

   -- Sec. 506(c) Waiver:  The Debtors will waive any and all
      rights to surcharge the collateral.

   -- Carve-Out: The liens and superpriority claims granted to the
      DIP Lender will be subject to a carve-out of the allowed
      fees and expenses of professionals, provided that allowed
      administrative expenses will not exceed $1 million.

The Debtors are also given interim authority to use cash collateral
securing their prepetition indebtedness.  As of the Petition Date,
the Debtors were indebted to Putnam Bridge, as Prepetition Lender,
in an amount equal to $41,288,034.

The Final Hearing is scheduled for July 10, 2015, at 10:00 a.m.

                         About Lerin Hills

MA Lerin Hills Holder, LP, LH Devco, Inc., and Lerin Hills Utility
Inc., own 867 acres of real property known as the Lerin Hills
residential real estate development located in Boerne, Texas.  The
Lerin Hills project currently produces no cash flow, has run out of
cash and remains materially unfinished.

In December 2014, the companies defaulted on debt to Putnam Funding
III, LLC, which claims to be owed not less than $41.3 million as of
the Petition Date.  On April 7, 2015, at the behest of Putnam, the
216th Judicial District Court in Kendall County, Texas, appointed
Andrew S. Cohen as receiver for the assets.

On June 8, 2015, the Receiver filed Chapter 11 bankruptcy petitions
for MA Lerin Hills and its two affiliates (Bankr. W.D. Tex. Case
Nos. 15-51424 to 15-51426) in San Antonio, Texas.  The Receiver
immediately filed a Joint Chapter 11 Plan of Liquidating Plan for
the Debtors.  The Plan is being sponsored by Putnam.

The Debtors tapped Cox Smith Matthews Incorporated as attorneys.
Putnam tapped Akin Gump Strauss Hauer & Feld LLP as counsel.


MERRIMACK PHARMACEUTICALS: Gordon Fehr Quits as Director
--------------------------------------------------------
Gordon J. Fehr provided notice of his resignation from the Board of
Directors of Merrimack Pharmaceuticals, Inc., effective as of June
15, 2015, according to a Form 8-K report filed by the Company with
the Securities and Exchange Commission.

On June 15, 2015, the Board elected John M. Dineen as a director of
the Company to fill the vacancy created by the resignation of Mr.
Fehr.  Mr. Dineen was also elected to serve on the Organization and
Compensation Committee of the Board and will serve as the Chair of
that committee.

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $83.6 million on $103 million of
collaboration revenues for the year ended Dec. 31, 2014, compared
with a net loss of $131 million on $47.8 million of collaboration
revenues during the prior year.

As of March 31, 2015, Merrimack had $127 million in total assets,
$256 million in total liabilities, $396,000 in noncontrolling
interest, and a $129 million total stockholders' deficit.


METALICO INC: To Sell Business to Total Merchant for $87 Million
----------------------------------------------------------------
The Board of Directors of Metalico, Inc. has agreed to sell the
Company to Total Merchant Limited for a total purchase price of
approximately $87 million.

The all-cash deal will include a payment to Metalico's stockholders
of $0.60 for each share of Metalico common stock owned by them as
of the date of closing.  The price includes roughly $44 million for
Metalico's outstanding equity plus the cost of retiring the
Company's primary term and institutional senior and convertible
debt, estimated at approximately $45 million and the assumption of
approximately $16 million of additional debt as of June 15, 2015.

Total Merchant is an investment vehicle formed to seek appropriate
opportunities in the United States metals and commodities market.
Total Merchant is controlled by Mr. Chung Sheng Huang, the Chairman
of the Board and managing director of Ye Chiu Group, one of the
leading recyclers and producers of aluminum and aluminum alloys in
the world and a prominent Asian scrap metal recycler with operating
facilities in China and Malaysia.

Under the terms of the governing Merger Agreement, a subsidiary of
Total Merchant will merge with and into Metalico, making Metalico a
wholly owned subsidiary of Total Merchant.  The merger is subject
to certain closing conditions, including approval of the Merger
Agreement by holders of a majority of Metalico's outstanding common
stock and other customary conditions.  However, no regulatory
approval is required.

The transaction is expected to close in the third quarter of 2015,
but the dates for Metalico's stockholder meeting to vote on the
Merger Agreement and for closing the merger have not yet been
determined, although the Merger Agreement has a termination date of
Sept. 21, 2015, and the Company has agreed with its senior lenders
that the Merger should be completed by Aug. 31, 2015.

Under the terms of the Merger Agreement, Metalico has agreed not to
solicit alternative proposals for an acquisition of the Company.
However, Metalico is able to consider unsolicited proposals
pursuant to the exercise of its Board of Directors' fiduciary
duties with Total Merchant having customary rights to match any
proposal.  Metalico would be required to pay Total Merchant a
termination fee equal to $2,245,930 (corresponding to 3.6% of the
value of the fully diluted equity) if Metalico terminates the
Merger Agreement to accept a superior proposal.  In addition, Total
Merchant has agreed to a penalty of $3,119,347 (corresponding to
5.0% of the fully diluted equity) if it fails to close the
transaction assuming all closing conditions have been satisfied.
Total Merchant has agreed to escrow this amount. Total Merchant has
also indicated it intends to retain Metalico's management and all
other personnel.

Metalico's Board has been investigating and evaluating strategic
alternatives for the Company's future since early January.  The
Directors selected Total Merchant's offer after a review of several
strategies, including continued independence as a public
corporation, combinations or joint ventures with suitable partners
or investors, sales of assets, and a sale of the Company, and
analyses of several bids, including both solicited and unsolicited
proposals from competitors, industrial concerns and strategic
investors.

Metalico is being advised on the transaction by its investment
bank, Gordian Group LLC, and by in-house counsel and Lowenstein
Sandler LLP.  Total Merchant is being advised by its counsel K&L
Gates LLP and by RPA Advisors.

Metalico also entered into an amendment to its Rights Agreement to
permit the execution of the Merger Agreement and certain other
matters without triggering any rights under the Rights Agreement.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/LKFRZh

                          About Metalico

Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products.  The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.

Metalico reported a net loss attributable to the Company of $44.4
million on $476 million of revenue for the year ended Dec. 31,
2014, compared with a net loss attributable to the Company of $34.8
million on $457 million of revenue for the year ended Dec. 31,
2013.

As of March 31, 2015, the Company had $191 million in total assets,
$83.1 million in total liabilities and $108 million in total
stockholders' equity.

CohnReznick LLP, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company anticipates that it
will not meet the maximum Leverage Ratio covenant as prescribed by
the Financing Agreement for the quarter ended March 31, 2015, and
there can be no assurance that the Company can resolve any
noncompliance with their lenders.  As a result, the Company's debt
could be declared immediately due and payable which would result in
the Company having insufficient liquidity to pay its debt
obligations and operate its business.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MONTREAL MAINE: Trustee Taps Prime Clerk as Solicitation Agent
--------------------------------------------------------------
Robert J. Keach, the Chapter 11 trustee for Montreal Maine &
Atlantic Railway, Ltd., asks Bankruptcy Court District of Maine for
permission to employ Prime Clerk, LLC as noticing and solicitation
agent nunc pro tunc to May 5, 2015.

Prime Clerk will, among other things, perform necessary translation
services well as produce and distribute solicitation packages;
assist with tabulation of votes, and effect services of various
notices during the Chapter 11 case.

To the best of the trustee's knowledge, Prime Clerk is a
"disinterested person" as that term is defined in Section 327(a) of
the Bankruptcy Code.

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., operated the train that
derailed and exploded in July 2013, killing 47 people and
destroying part of Lac-Megantic, Quebec.

The Company sought bankruptcy protection (Bankr. D. Maine Case No.
13-10670) on Aug. 7, 2013, with the aim of selling its business.
Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co.,
meanwhile, filed for protection from creditors in Superior Court of
Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., serves as Chapter 11 trustee.  Michael A. Fagone, Esq., and
D. Sam Anderson, Esq. serves as his counsel.  Development
Specialists, Inc., serves as his financial advisor; and Gordian
Group, LLC, serves as the trustee's investment banker.

Bankruptcy Judge Louis H. Kornreich presides over the U.S. case.
The law firm of Verrill Dana represents the Debtor in its
restructuring effort.

Justice Martin Castonguay oversees the case in Canada.  Andrew
Adessky at Richter Consulting was named CCAA monitor.  The CCAA
Monitor is represented by Sylvain Vauclair at Woods LLP.  MM&A
Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur
Henderson LLP.

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

The unofficial committee of wrongful death claimants is represented
by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.;
Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers,
Esq., at Meyers & Flowers, LLC; Jason C. Webster,
Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at
Weller, Green Toups & Terrell LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.

                            *     *     *

As reported by the Troubled Company Reporter, Robert J. Keach, the
Chapter 11 trustee, will ask the Maine Bankruptcy Court at a
hearing on June 23, 2015, at 10:30 a.m., to approve the disclosure
statement explaining his proposed Plan of Liquidation that proposes
to distribute C$275 million (US$220 million) to creditors,
including families of the 48 people who died during the 2013 trail
derailment accident.  The hearing on the Disclosure Statement was
originally set for May 19 but has been reset several times.

The Trustee also has proposed this timeline in connection with the
solicitation of votes and confirmation of the Plan:

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

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

In May 2014, Mr. Keach oversaw the sale of the Debtor's operating
railroad assets for $15.85 million to a unit of New York-based
Fortress Investment Group.  Both the U.S. and Canadian bankruptcy
judges approved the deal.  According to Bloomberg News, Mr. Keach
said the sale proceeds, valued by the trustee at only about $15.9
million, would go entirely to secured creditors, after money that
went into escrow and fees are carved out to pay professionals.


MORNINGSTAR MARKETPLACE: Rock Commercial Okayed as Estate Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
approved Morningstar Marketplace, Ltd.'s bid to employ Rock
Commercial Real Estate, as the debtor's real estate broker with
respect to the sale of its real property located at 5309 Lincoln
Highway W., Thomasville, Pennsylvania, and the related business.

The broker has agreed to charge a commission of 5% of the sale
price with a minimum fee of not less than $125,000.

The listing contract and the agency will expire one year from the
date of the contract.

The Court also ordered that approval of any sale of the assets will
be subject to further Order, the consent of PNC Bank, N.A., and
Manufacturers and Traders Trust Company.

To the best of Debtor's knowledge, the broker does not have any
connection with the creditors of the case, and does not have any
financial interest in the Debtor or any insiders connected with the
Debtor.

                  About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


NAARTJIE CUSTOM: US Trustee Balks at Bid to Dismiss Ch.11 Case
--------------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 19, objected to the
joint motion of Naartjie Custom Kids, Inc., and the Official
Committee of Unsecured Creditors for the entry of an order
dismissing the Debtor's Chapter 11 case.

According to the U.S. Trustee, after nine months in chapter 11, and
after the liquidation of all of its assets, the Debtor has proposed
a "structured dismissal" of the case instead of proposing a simple
liquidating plan of reorganization.  The U.S. Trustee said the U.S.
Bankruptcy Court for the District of Utah must deny the motion to
dismiss because, among other things:

   1. the Bankruptcy Code does not provide any statutory authority
for such dismissals; and

   2. the proposed structured dismissal of the case does not
provide creditors with the rights and notice provided and required
under Section 1129 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 18, 2015, the
Debtor and the Committee, in their motion, noted that confirmation
of a plan and conversion of the Chapter 11 case will only require
additional expenses.

The Debtor's counsel, Jeffrey M. Armington, Esq., at Dorsey &
Whitney LLP, in Salt Lake City, Utah, related that (a) the Debtor
has completed its claims reconciliation process, (b) the Debtor has
completed the sale of its interests in its wholly owned South
African subsidiary ZA One Proprietary Limited and the Debtor's
intellectual property to Truworths Limited, and all of the proceeds
of the sales due to the Debtor have been transferred to the
Debtor's estate, (c) the Debtor has complied with all of the terms
and conditions of the Settlement Term Sheet and the settlement
order, (d) the Debtor has given at least 14 days' notice to all
parties listed on the creditor matrix in the Chapter 11 case of its
estimated distribution of funds pursuant to the settlement term
sheet, and that objections to the estimated distribution of funds,
if any, have been withdrawn, waived, settled or overruled, (e) all
U.S. Trustee fees attributable to the Debtor have been paid in
full, and (f) the Court has entered orders with respect to final
fee applications.

Mr. Armington further related that the Debtor and the Creditors'
Committee have conferred with Target Ease International and the
Secured Noteholders, who are members of the Settlement Parties, and
both parties supported the motion.

Mr. Armington asserted that the Debtor has sold substantially all
of its assets and the remaining funds can most efficiently be
distributed through a dismissal as opposed to a plan, which would
only serve to substantially increase the administrative expenses
and threaten and delay recoveries to creditors.  With few remaining
assets to administer, conversion to Chapter 7 would impose
additional administrative costs with no corresponding benefit to
the Debtor's creditors, Mr. Armington further asserts.

Trustee Layng is represented by:

         John T. Morgan, Esq.
         Peter J. Kuhn, Esq.
         J. Vincent Cameron, Esq.
         United States Department Of Justice
         Office of the U.S. Trustee
         405 South Main Street, Suite 300
         Ken Garff Building
         Salt Lake City, UT 84111
         Tel: (801) 524-5734
         Fax: (801) 524-5628
         E-mails: John.T.Morgan@usdoj.gov
                  Peter.J.Kuhn@usdoj.gov

                     About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel.  Ray Quinney &
Nebeker P.C. serves as local counsel.  FTI Consulting, Inc. serves
as its financial advisor.


NET ELEMENT: Stockholders Elect Four Directors
----------------------------------------------
Net Element, Inc. held its 2015 annual meeting on June 12, 2015, at
which the stockholders:

   (a) elected Oleg Firer, William Healy, Kenges Rakishev,
       Drew Freeman, David P. Kelley II and James Caan as   
       directors;

   (b) approved an amendment to the Company's Amended and Restated
       Certificate of Incorporation to increase authorized common
       stock to 300 million shares;

   (c) approved the issuance by the Company, for purposes of the
       NASDAQ Listing Rules 5635(a) and (b), of Common Stock of
       the Company issued and issuable pursuant to the terms of
       the Certificate of Designations of the 5,500 shares of
       Series A Convertible Preferred Stock, par value $0.01 upon
       conversion, amortization, payment of dividends, as part of
       the make-whole amount or otherwise of, or with respect to,
       such Series A Convertible Preferred Stock, in each case,
       without giving effect to the limitations and restrictions
       set forth in such NASDAQ Listing Rules 5635(a) and (b);
       and

   (d) approved the issuance by the Company for purposes of the
       NASDAQ Listing Rule 5635(d), of Common Stock of the Company
       issued and issuable (x) pursuant to the terms of the Senior
       Convertible Notes of the Company upon conversion,
       amortization, payment of interest, and as part of the make-
       whole amount, or otherwise of, or with respect to, such
       Senior Convertible Notes and (y) upon exercise of the
       accompanying Warrants, in each case, without giving effect
       to the limitations and restrictions set forth in such
       NASDAQ Listing Rules 5635(a) and (b).

On June 15, 2015, the Company filed with the Secretary of State of
the State of Delaware a Certificate of Amendment to its Amended and
Restated Certificate of Incorporation, which increased authorized
common stock of Net Element, Inc. to 300 million shares.

On June 15, 2015, Net Element amended its Bylaws by adding new
provisions to Article 6.  The Amendment provides that, to the
fullest extent permitted by law, (a) in the event that (i) any
stockholder initiates or asserts any claim or counterclaim or
joins, offers substantial assistance to, or has a direct financial
interest in any claim or counterclaim against the Company and/or
any director, officer,  employee or affiliate of the Company and
(ii) such stockholder does not obtain a judgment on the merits that
substantially achieves, in substance and amount, the full remedy
sought, then that stockholder will be obligated jointly and
severally to reimburse the Company Parties the greatest amount
permitted by law of all fees, costs and expenses (including all
reasonable attorney's fees and other litigation expenses) incurred
by the Company Parties in connection with such claim; and (b) in
the event that any stockholder initiates or asserts any claim or
counterclaim or joins, offers substantial assistance to, or has a
direct financial interest in any claim or counterclaim against the
Company Parties, then, regardless whether such stockholder is
successful on its claim in whole or in part, (i) such stockholder
will bear its own litigation costs, and (ii) such stockholder his,
her or its attorneys will not be entitled to recover any litigation
costs or, in a derivative or class action, to receive any fees or
expenses as the result of the creation of any common fund, or from
a corporate benefit purportedly conferred upon the Company.

                         About Net Element

Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.

As of March 31, 2015, the Company had $14.02 million in total
assets, $10.3 million in total liabilities and $3.73 million in
total stockholders' equity.

BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014.  The accounting firm
said that the Company has suffered recurring losses from operations
and has used substantial amounts of cash to fund its operating
activities that raise substantial doubt about its ability to
continue as a going concern.


NEUSTAR INC: Moody's Affirms Ba3 CFR & Revises Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 corporate family
rating of Neustar, Inc. and changed the outlook to stable from
negative due to Moody's expectation that Neustar will maintain its
historically conservative financial policy throughout the
transition of the NPAC contract.  Moody's expects Neustar to
generate substantial free cash flow over the next 18 months and
that the company will prudently manage its capital allocation going
forward such that leverage remains moderate.  Moody's anticipates
M&A and debt reduction to be the primary uses of cash over the next
2 to 3 years.

As part of the rating action, Moody's has also affirmed Neustar's
Ba3-PD probability of default rating, the Ba2 ratings of the senior
secured credit facilities, and the B2 rating of the unsecured
notes.  Moody's has also affirmed the company's SGL-1 Speculative
Grade Liquidity rating.

Issuer: Neustar, Inc

Affirmations:

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

   -- Probability of Default Rating, Affirmed Ba3-PD

   -- Speculative Grade Liquidity Rating, Affirmed SGL-1

   -- Senior Secured Bank Credit Facility (Local Currency),
        Affirmed Ba2, to LGD2 from LGD3

   -- Senior Unsecured Regular Bond/Debenture (Local Currency)
        Jan 15, 2023, Affirmed B2, LGD5

Outlook Actions:

   -- Outlook, Changed To Stable From Negative

RATING RATIONALE

Neustar's Ba3 corporate family rating reflects its strong cash
flows, which are due to its healthy margins and low capital
intensity and the company's favorable market position within the
information services and security segment.  Over the past several
years, Neustar has invested to diversify its revenue base with
organic growth and M&A that leveraged its expertise in managing
real-time information systems.  As a result, the non-NPAC business
has reached a scale that will allow the company to maintain its
credit profile even after the loss of the NPAC business.  Capital
allocation remains the key determinant to the company's ultimate
credit profile, but Moody's believes that Neustar will remain
conservative going forward.  Moody's expects the company to target
a moderate degree of leverage and use its large cash resources to
reinvest into the business while limiting shareholder friendly
activity.

Leverage is expected to increase post-NPAC due to the loss of
meaningful revenues and EBITDA.  However, Moody's expects Neustar
to reduce leverage through debt repayment and cash-financed
acquisitions which will grow EBITDA.  Free cash flow generation
will remain strong and the company could continue as the NPAC
administrator if the new provider struggles to implement its own
platform and be fully operational by September 2016, the earliest
possible end date for Neustar's transition agreement.

The stable outlook reflects our belief that Neustar's financial
policy will remain conservative and that share repurchase activity
will not be a primary use of cash.  The outlook also reflects our
belief that the company's marketing and security services
businesses will continue to grow and generate meaningful free cash
flow.

Moody's could lower the rating if adjusted leverage is sustained
above 4x or if FCF/Debt falls below 10%, which may result from
future debt-funded acquisitions or additional share buyback
programs.  The ratings could be upgraded if leverage trended
towards 2x and FCF/Debt was around 20%.  However, an upgrade would
likely require significantly larger scale than Moody's current
forecast implies.

Based in Sterling, VA, Neustar, Inc is the leading provider of
information and data services catering to carriers and enterprises.
For last twelve month ending in March 31, 2015, Neustar generated
approximately $985 million in revenue.

The principal methodology used in this rating was Business &
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.



NEVADA HOUSING: S&P Lowers LongTerm Rating to 'B+', Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B+' from 'BB-' on Nevada Housing Division's series 2002A
multifamily housing revenue bonds (Whittell Pointe Apartments). The
outlook is stable.

"The lowered rating is due to our view of the project's inability
to meet all costs from transaction cash flows at the 'BB-' level,"
said Standard & Poor's credit analyst Jose Cruz.

The rating reflects S&P's view of these:

   -- Insufficient revenues from mortgage debt service payments
      and investment earnings to pay full and timely debt service
      on the bonds until the mandatory tender on April 1, 2024;

   -- A projected decline in asset-to-liability parity to below 1x

      from April 1, 2020, onward; and

   -- The insufficiency of funds to cover reinvestment risk in the

      event of prepayment, based on the 15-day minimum notice
      period.



NEXT 1 INTERACTIVE: Posts $50,000 Net Loss in Fiscal 2015
---------------------------------------------------------
Next 1 Interactive, Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$50,486 on $1.1 million of total revenues for the year ended Feb.
28, 2015, compared to a net loss of $18.3 million on $1.5 million
of total revenues for the year ended Feb. 28, 2014.

The decrease in net loss in 2015 from the loss in 2014 was
primarily due to a decrease in loss on debt modification of
$4,808,145, a decrease in loss on settlement of debt of $3,368,010
and increase in the gain on change in fair value of derivatives of
$2,029,813 and an increase in gain on deconsolidation of subsidiary
of $6,255,188.

As of Feb. 28, 2015, the Company had $7.1 million in total assets,
$13.1 million in total liabilities and a $6 million total
stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Feb. 28, 2015, citing that the Company has incurred
an operating loss of $5,437,235 and net cash used in operations of
$2,624,822 for the year ended Feb. 28, 2015, and the Company had an
accumulated deficit of $86,078,617 and a working capital deficit of
$12,811,302 at February 28, 2015.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," the Company said in the report.

"We have experienced liquidity issues since our inception due to,
among other reasons, our limited ability to raise adequate capital
on acceptable terms.  We have historically relied upon the issuance
of promissory notes that are convertible into shares of our common
stock to fund our operations and currently anticipate that we will
need to continue to issue promissory notes, or equity, to fund our
operations and repay our outstanding debt for the foreseeable
future.  At February 28, 2015, we had $9.3 million of current debt
outstanding.  If we are unable to achieve operational profitability
or not successful in issuing additional promissory notes or
securing other forms of financing, we will have to evaluate
alternative actions to reduce our operating expenses and conserve
cash."

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

                        http://is.gd/c242MP

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.


NISOURCE INC: Moody's Affirms (P) Ba1 Preferred Shelf Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings for NiSource, Inc.
and its rated subsidiaries in anticipation of the imminent
completion of its corporate separation, originally announced in
September 2014. The spinoff of its natural gas pipeline and
midstream assets, scheduled for July 1, 2015, entails NiSource
splitting into two publicly traded companies: NiSource Inc.: a
holding company with a portfolio of fully regulated electric and
natural gas distribution utility subsidiaries: and Columbia
Pipeline Group (CPG, Baa2 senior unsecured): a pure play natural
gas pipeline, midstream and storage company. The rating affirmation
does not include CPG. Ratings affirmed include the Baa2 senior
unsecured rating and P-2 Commercial Paper rating for NiSource
Finance Corporation, the principal funding vehicle for the NiSource
family; the Baa2 rating for NiSource Capital Market's Inc., the
legacy funding vehicle for the NiSource family, the Baa2 senior
unsecured rating for Bay State Gas Company (Bay State), which
reflects the guarantee from NiSource, Inc., and the Baa1 senior
unsecured rating for Northern Indiana Public Service Company
(NIPSCO). The (P) Ba1 preferred shelf for NiSource Inc., the
ultimate parent company, was also affirmed. The rating outlooks for
all of NiSource's rated entities are stable.

"NiSource's Baa2 rating reflects the low business risk and good
diversity of its electric and natural gas distribution businesses"
said Lesley Ritter, Analyst. "All six utility subsidiaries operate
in supportive regulatory jurisdictions, where a $7.8 billion rate
base will generate stable and predictable cash flows over the next
few years, thereby mitigating NiSource's high leverage".

RATINGS RATIONALE

The Baa2 rating for NiSource primarily reflects its rate-regulated,
low business risk utility assets. These businesses include six
local distribution companies (representing approximately 55% of
total consolidated rate base) and one combination vertically
integrated electric and gas distribution utility, Northern Indiana
Public Service Company (NIPSCO: Baa1 stable). The regulatory
authorities that oversee these utilities are supportive to
long-term credit quality because they provide an attractive suite
of timely recovery mechanisms for prudently incurred costs and
investments and authorized equity returns are at or above the
national average. These utility operations also benefit from
numerous special rate riders and trackers that shield approximately
65% of revenues from volumetric-related fluctuations. NiSource also
benefits from good geographic diversity and size, with a footprint
spanning seven states across the Northeast quadrant of the US, and
a low business risk profile with natural gas distribution companies
representing approximately 65% of consolidated operating income.
Combined, the supportiveness of NiSource's regulatory jurisdictions
and its good geographic diversity, are viewed as a material credit
positive.

The rating is constrained by NiSource's weak financial profile,
primarily relating to its significant leverage. Furthermore,
NiSource's extensive capital investment projects will continue to
pressure its debt coverage and capitalization ratios over the
coming years. As a result, Moody's expects NiSource will apply a
conservative financing approach to its capital investments,
including a balanced mix of debt and equity.

"NiSource's high debt level appears unlikely to change for the
foreseeable future, and will pressure consolidated metrics,
including a ratio of cash flow to debt in the 12-13% range over the
next few years. Although the financial profile reflects only a
limited amount of financial flexibility, Moody's does not see the
credit profile deteriorating," Ritter added.

NiSource's stable outlook reflects Moody's expectation that its
financial profile will decline modestly due to its corporate
separation, but only temporarily. A debt to capitalization ratio of
approximately 50% is expected as well as a decline in its cash flow
to debt to the 12-13% range before slowly rising closer to the
mid-teens range towards the end of the decade. The stable outlook
reflects and anticipates the completion of the corporate separation
in line with the company's outlined timeline and terms, and
incorporates a view that NiSource's regulated utility capital
expenditure plans will be financed in a balanced manner. The
outlook also takes into account the credit supportiveness of
NiSource's regulatory environments, the low business risk
associated with its LDC operations, and the scale and scope of its
footprint, that together mitigate metrics that are weak for the
rating.

NIPSCO's Baa1 rating reflects the company's healthy standalone
credit metrics and favorable regulatory environment. The rating is
constrained by its geographic concentration in northern Indiana and
a mature and highly industrialized service area, leaving it
particularly exposed to macroeconomic fluctuations. The one-notch
difference in the rating of NIPSCO and NiSource takes into account
the implicit burden of substantial debt at the parent level and the
fairly unrestricted movement of cash among its affiliates in a
centralized money pool.

NIPSCO's stable outlook reflects the parent's stable outlook, the
credit supportiveness of its regulatory environment, and the
expectation that the company will continue to recover its large
capital investment program on a timely basis. The outlook also
anticipates that any funding shortfall will be prudently funded.

What Could Change the Rating -- Up

An upgrade at NiSource could be considered if there was further
improvement in the utility's regulatory environment or if the cash
flow to debt ratio rises to the high teens and interest coverage
exceeds 4.0x on a sustained basis.

NIPSCO's rating could be raised if there is an improvement in the
regulatory environment that led to meaningfully greater
predictability, timeliness and/or sufficiency of rates such that
financial metrics would be expected to improve, specifically if CFO
pre-WC to debt rises above 24% and interest coverage to over 5.0x
on a sustained basis. An upgrade at NiSource could also place
upward rating pressure on NIPSCO.

What Could Change the Rating - Down

The rating could be downgraded if there is a decline in credit
supportiveness of NiSource's regulatory environments, an adverse
change in the company's business mix such that its business risk
profile deteriorates, or if debt coverage and interest coverage
fall below 12% and 3.0x, on a sustained basis.

NIPSCO's rating could be downgraded if it experiences a
deterioration in its relationship with its primary regulators or if
its CFO pre-WC to debt metrics fell to the mid-teens on a sustained
basis. NIPSCO's rating could come under downward pressure if its
parent adopted an aggressive corporate finance strategy where it
would place additional reliance on dividends from its regulated
subsidiary to service the parent debt. Finally, a downgrade at
NiSource could also place downward rating pressure on NIPSCO.

Any change in Bay State's rating or outlook is linked to a change
in its parent rating or outlook.

Outlook Actions:

Issuer: Bay State Gas Company

Outlook, Remains Stable

Issuer: NiSource Capital Markets, Inc.

Outlook, Remains Stable

Issuer: NiSource Finance Corporation

Outlook, Remains Stable

Issuer: NiSource Inc.

Outlook, Remains Stable

Issuer: Northern Indiana Public Service Company

Outlook, Remains Stable

Affirmations:

Issuer: Bay State Gas Company

Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa2

Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Issuer: Jasper (County of) IN - Supported by Northern Indiana
Public Service Company

Senior Secured Revenue Bonds, Affirmed A1/VMIG 1

Senior Unsecured Revenue Bonds, Affirmed Baa1

Issuer: NiSource Capital Markets, Inc.

Backed Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Issuer: NiSource Finance Corporation

Issuer Rating, Affirmed Baa2

Senior Unsecured Bank Credit Facility, Affirmed Baa2

Backed Senior Unsecured Commercial Paper, Affirmed P-2

Backed Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Backed Senior Unsecured Shelf, Affirmed (P)Baa2

Issuer: NiSource Inc.

Preferred Shelf, Affirmed (P)Ba1

Preferred Shelf - PS2, Affirmed (P)Ba1

Issuer: Northern Indiana Public Service Company

Issuer Rating, Affirmed Baa1

Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa1

Senior Unsecured Regular Bond/Debenture, Affirmed Baa1

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in December 2013.



O.W. BUNKER: Court Rules on Martin Energy's Motion to Strike
------------------------------------------------------------
District Judge Eldon E. Fallon issued an order pertaining to
various motions filed in the case captioned MARTIN ENERGY SERVICES,
LLC, v. M/V BOURBON PETREL, her engines, tackle, bunkers, Etc., in
rem, and BOURBON PETREL SNC AND BOURBON OFFSHORE GREENMAR, S.A., in
personam, SECTION "L" (4), CIVIL ACTION NO. 14-2986, C/W NO. 15-79,
15-81 (E.D. La.).

Three separate actions were filed by Martin Energy Services, LLC
("Martin Energy"), seeking the arrest of the M/V BOURBON PETREL,
M/V MISS LILLY and the M/V OMS RESOLUTION.  It alleged that it has
not been compensated for labor, materials, and/or services that it
provided the vessels pursuant to its contract with O.W. Bunker USA
Inc. ("O.W. Bunker").  The cases were subsequently consolidated on
March 3, 2015.

On March 5, 2015, O.W. Bunker filed a Notice of Restricted
Appearance pursuant to Supplemental Rule E(8) and a Notice of
Filing of Bankruptcy.

Martin Energy filed a Motion to Strike the "Restricted Appearance"
of O.W. Bunker and all pleadings filed on its behalf, as well as a
Motion to Strike Answers filed by CGG Services S.A. and/or CGG
Services US ("CGG").  O.W. Bunker and CGG, along with SNC Bourbon
CE Petrel, Rederiij Groen BV, Sea Support Ventures, LLC ("Vessel
Owers"), filed motions to stay the proceedings, arguing that the
court should enforce the automatic stay imposed by 11 U.S.C.
Section 362(a) against Martin Energy.  CGG and the Vessel Owners
also asked the court to stay the present proceedings and
incorporate O.W. Bunker's arguments.

Judge Fallon held that since Supplemental Rule E(8) is a means to
defend against an in rem proceeding, O.W. Bunker cannot use that
procedural device to enter the lawsuit because it did not enter
this suit to defend against the vessel arrests.  O.W. Bunker rather
constitutes another maritime lienor asserting a competing claim,
and should have filed instead a Rule 24 motion to intervene.  Judge
Fallon, however, ruled that CGG is properly before the court
pursuant to Rules E(8) and C(6), as CGG satisfied the procedural
requirements of C(6) by properly filing a Statement of Interest and
asserting a right of possession or ownership interest.

Although the court cannot entertain O.W. Bunker's Motion to Stay,
CGG's Motion to Stay is properly before the court.  CGG argued that
the proceeding violates the automatic stay because O.W. Bunker
maintains maritime liens on the vessels, and those liens constitute
property of the bankruptcy estate.  The court, however, was unable
to definitively ascertain whether O.W. Bunker or Martin Energy has
a maritime lien against the vessels.  If only Martin Energy
maintains liens against the vessels, a stay would not be
appropriate.  Conversely, if O.W. Bunker is the sole lien holder,
the court will stay the proceedings.

In his May 13, 2015 order which is available at http://is.gd/Qj3qmL
from Leagle.com, Judge Fallon ruled as follows:

     -- that Martin Energy's Motion to Strike Answer to Complaint
is denied;

     -- that Martin Energy's Motion to Strike Notice of Appearance
and to Strike O.W. Bunker's Motion to Enforce Automatic Stay is
granted;

    -- that CGG's Motion to Stay is denied without prejudice, and
the parties are invited to further brief the issue of which party
holds a maritime lien.

Martin Energy Services, LLC, Plaintiff, Martin Energy Services,
LLC, 15-79, Consol Plaintiff, Martin Energy Services, LLC, 15-81,
Consol Plaintiff, represented by Walter P. Maestri --
wmaestri@dkslaw.com -- Deutsch, Kerrigan & Stiles, LLP (New
Orleans) & F. William Mahley -- bill.mahley@strasburger.com --
Strasburger & Price, LLP (Houston).

Bourbon Petrel M/V, her engines, tackle, bunkers, etc. in rem,
Defendant, Bourbon Petrel SNC, in personam, Defendant, Bourbon
Offshore Greenmar S.A., in personam, Defendant, Sea Support
Ventures, LLC, 15-79, Consol Defendant, OMS Resolution M/V, 15-81,
Consol Defendant, Rederij Groen BV, 15-81, Consol Defendant, CGG
Services S.A., Conolidated Interested Party, 15-79, Interested
Party, CGG Services US, Inc., Consolidated Interested Party, 15-79,
Interested Party, CGG Services S.A., Consolidated Interested Party,
15-81, Interested Party, CGG Services US, Inc., Consolidated
Interested Party, 15-81, Interested Party, SNC Bourbon CE Petrel,
Movant, CGG Services S.A., Movant, CGG Services US, Inc., Movant,
represented by Thomas Pollard Diaz -- tpdiaz@liskow.com -- Liskow &
Lewis (New Orleans), Brett D. Wise -- bdwise@liskow.com -- Liskow &
Lewis (New Orleans) & Devin C. Reid -- dcreid@liskow.com -- Liskow
& Lewis (New Orleans).

O.W. Bunker USA Inc., 14-2986, Debtor-in-Possess, O.W. Bunker USA
Inc., 15-79, Consolidated Debtor-in-Possession, Debtor-in-Possess,
O.W. Bunker USA Inc., 15-81 Consolidated Debtor-in-Possesson,
Debtor-in-Possess, represented by Aaron Benjamin Greenbaum --
aaron.greenbaum@pbgglaw.com -- Pusateri Barrios Guillot &
Greenbaum, Davis Lee Wright -– dwright@mmwr.com -- Montgomery,
McCracken, Walker & Rhoads, LLP, Gavin H. Guillot --
gavin.guillot@pbgglaw.com -- Pusateri Barrios Guillot & Greenbaum &
Salvador Joseph Pusateri -- salvador.pusateri@pbgglaw.com --
Pusateri Barrios Guillot & Greenbaum.

OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.  On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and
O.W. Bunker Supply & Trading A/S in an in-court restructuring
procedure with the probate court in Aalborg, Denmark.  By Nov. 7,
2014, the Danish entities (plus O.W. Bunker Supply & Trading A/S,
O.W. Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed
under formal Danish bankruptcy (liquidation) proceedings in the
Aalborg probate court.

The company declared bankruptcy following its admission that it had
lost US$275 million through a combination of fraud committed by
senior executives at its Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and O.W.
Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case
Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014.

The U.S. cases are assigned to Judge Alan H.W. Shiff.  The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal is
the financial advisor.

The Office of the United States Trustee formed an official
committee of unsecured creditors of the Debtors on Nov. 26, 2014.


OKLAHOMA UNITED: Court Clarifies Order Authorizing BKD Hiring
-------------------------------------------------------------
Bankruptcy Judge Tom R. Cornish of the U.S. Bankruptcy Court for
the Western District of Oklahoma clarified the order granting the
motion to employ BKD, LLP to reflect that debtor Central Oklahoma
United Methodist Retirement Facility, Inc., doing business as
Epworth Villa, is authorized to employ and compensate BKD for
auditing services, in the amount of $45,000, and for tax
preparation services, in the amount of $7,000.

As reported in the Troubled Company Reporter on May 15, 2015, the
Debtor sought clarification of Jan. 23, 2015 order granting its
motion to employ BKD to provide audit and tax services, and
authorizing payment of fees and expenses.  

Pursuant to Federal Rule of Civil Procedure 60(a), the Debtor
requested that the Court enter an order clarifying that its
previous order authorized payment to BKD for auditing services in
the amount of $45,000 and for tax preparation services in the
amount of $7,000, as stated in the engagement letter, rather than
$28,950 for auditing services and $5,550 for tax preparation
services, as erroneously stated in the motion for employment.

In its motion to employ, the Debtor sought an order approving use
of property of the estate to compensate and reimburse BKD for its
services, noting that those services would be provided "at flat
rates, plus expenses, as set forth in the engagement letter.  The
Debtor then mistakenly stated, "Pursuant to the engagement letter,
BKD will provide the audit services for a flat rate of $28,950 and
the tax preparation services at a flat rate of $5,550."

The order approving the firm's employment was reported by the TCR
on Feb. 11, 2015.

According to a Feb. 5, 2015 report by the TCR, Epworth Villa tapped
BKD LLP as auditor to audit its balance sheets as of Dec. 31, 2014
and the related statements of operations, changes in net assets,
and cash flows for the year 2014, and to prepare its 2014 Form 990,
Return of Organization Exempt From Income Tax, Form 990-T, Exempt
Organization Business Income Tax Return, and Form 512-E, Oklahoma
Return of Organization Exempt Form Income Tax.

BKD LLP is to provide the audit services for a flat rate of $28,950
and the tax preparation services at a flat rate of $5,550, to be
paid in three equal installments in January 2015, March 2015, and
May 2015, when BKD's services are expected to be completed.  In
addition, Epworth Villa will be billed travel costs and fees for
services from other professionals, if any, as well as an
administrative fee of 4% to cover items such as copies, postage and
other delivery charges, supplies, technology-related costs such as
computer processing, software licensing, research and library
databases and similar expense items.

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

              About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18,
2014.  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.

The Debtor reported $118 million in total assets, and $108 million
in total liabilities.


OPTIMUMBANK HOLDINGS: Receives Delisting Notice From Nasdaq
-----------------------------------------------------------
Optimumbank Holdings, Inc. disclosed with the Securities and
Exchange Commission that it received a letter from Nasdaq Stock
Market LLC on June 11, 2015, indicating that due to the Company's
inability to comply with the audit committee requirement, NASDAQ
had initiated procedures to delist the Company's securities.  The
Company currently plans to appeal NASDAQ's decision.  Pending
resolution of the Company's appeal, its common stock will continue
to be traded on The Nasdaq Stock Market.

On Dec. 12, 2014, Sam Borek, a member of the Company's Board of
Directors and Audit Committee, passed away. Mr. Borek's death
reduced the number of members of the Company's Audit Committee to
two.

Under Rule 4350(d)(2)(A) of the Nasdaq Stock Market, the Company is
required to have an audit committee of at least three members, each
of whom must be independent.

On April 15, 2015, the Company received a letter from NASDAQ
indicating that the Company was no longer in compliance with the
Audit Committee Requirement.  Pursuant to Rule 5605(c)(4), the
Company was provided a cure period until June 9, 2015, to comply
with the requirement.

The Company is currently seeking to add two new directors. However,
the addition of the new directors is subject to the approval of the
Board of Governors of the Federal Reserve System, which has not yet
been received.

                     About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank reported net earnings of $1.6 million on $5.39 million
of total interest income for the year ended Dec. 31, 2014, compared
to a net loss of $7.07 million on $5.28 million of total interest
income for the year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $129.11 million in total
assets, $126 million in total liabilities and $3.12 million in
total stockholders' equity.

Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014.  The independent
auditors noted that the Company is in technical default with
respect to its Junior Subordinated Debenture.  The holders of the
Debt Securities could demand immediate payment of the outstanding
debt of $5,155,000 and accrued and unpaid interest, which raises
substantial doubt about the Company's ability to continue as a
going concern.

Effective April 16, 2010, the Bank consented to the issuance of a
consent order by the Federal Deposit Insurance Corporation and the
Florida Office of Financial Regulation.


PAYLESS INC: Moody's Alters Outlook to Stable & Affirms B2 CFR
--------------------------------------------------------------
Moody's Investors Service changed Payless Inc.'s outlook to Stable
from Negative and affirmed all other ratings including the
company's B2 Corporate Family Rating ("CFR") and B2-PD Probability
of Default Rating. Moody's also affirmed the B1 rating on Payless'
$520 million 1st lien term loan due 2021 and the B3 rating on
Payless' $145 million 2nd lien term loan due 2022.

The change in outlook to stable from negative reflects the
reduction in the company's adjusted debt due to changes in Moody's
approach for capitalizing operating leases. The updated approach
for standard adjustments for operating leases is explained in the
cross-sector rating methodology Financial Statement Adjustments in
the Analysis of Non-Financial Corporations, published on June 15,
2015. Moody's estimates Payless' leverage through January 31, 2015
calculated under the new approach is in the mid-to-low 5 times
range.

The rating actions are:

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  $520 million Sr. Secured 1st Lien Term Loan due 2021, Affirmed
  B1, LGD-3

  $145 million Sr. Secured 2nd Lien Term Loan due 2022, Affirmed
  B3, LGD changed to LGD-4 from LGD-5

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

Payless' B2 CFR reflects the company's high leverage and weak
interest coverage resulting from the company's highly-aggressive
financial policies and recent softness in operating performance.
Moody's estimates adjusted leverage (Debt/EBITDA) in the mid-to-low
5 times range and interest coverage (EBITA/Interest) in the low 1
times range for the LTM period ending January 31, 2015. Factors
supporting the rating include the company's adequate liquidity
profile, its meaningful international presence, and its solid brand
equity and competitive position. Payless benefits from its
under-$30 price point which Moody's believes helped minimize some
of the impact from the most recent downturn, but its core customer
remains under pressure which constrains meaningful growth.

Moody's said, "We expect Payless to maintain adequate liquidity
over the next 12 - 18 months supported by cash and break-even to
modestly positive free cash flow, after factoring in elevated
capital expenditures associated with the company's continued
investments in system enhancements. Payless has access to an
unrated $250 million ABL revolver that expires in 2019. Borrowings
under the revolver at year end 2014 were up from the prior year,
largely due to a strategic build-up of inventory over the period.
We expect Payless will continue to utilize the ABL facility to
support working capital needs, particularly as the company builds
its inventory in advance of its key spring and back-to-school
selling seasons, resulting in elevated borrowings at least through
the first half of the year. Over the next 12-18 months we expect
the normalization of inventory levels will result in paydowns to
the facility, but believe the company will be challenged to
meaningfully reduce outstanding borrowings."

"The $520 million first lien term loan due 2021 and $145 million
second lien term loan due 2022 do not contain any financial
maintenance covenants. The ABL has a springing Fixed Charge
Coverage test when availability is less than the greater of $20
million or 10% of the borrowing base. We do not expect the company
will trigger the covenant over the next 12-18 months, but project
the company would have only modest cushion if it were to be
tested," said Moody's.

The B1 rating on Payless' $520 million 1st lien term loan is one
notch higher than the company's B2 CFR and reflects its senior
position in the capital structure relative to the $145 million 2nd
lien term loan (rated B3) and other junior claims including trade
payables, leases, and pension liabilities. The 1st lien term loan
is secured by a first priority lien on substantially all assets of
the borrower, with a second lien on the ABL priority collateral
(cash, inventory, accounts receivable, and property). The 2nd lien
term loan is secured by a second priority lean on all assets of the
borrower, except the ABL priority collateral on which it has a
third lien.

Payless' stable outlook reflects Moody's expectation that
relatively flat revenue and modest EBITDA margin improvement from a
relatively weak LTM period should keep credit metrics in line with
the company's B2 rating. Moody's expects leverage (Debt/EBITDA) in
the low 5 times range and interest coverage (EBITA/Interest
Expense) in the low-to-mid 1 times range over the next 12 to 18
months, absent any further dividends or other extractions of
equity.

Ratings could be upgraded if improvements in operating performance
result in debt/EBITDA sustained below 5.0 times and EBITA/interest
expense sustained above 1.75 times. Given the company's history of
shareholder friendly transactions, an upgrade would also require a
willingness to maintain metrics at these levels.

Ratings could be downgraded if Moody's expects operating
performance, cash distributions to shareholders, or other
leveraging transactions to result in debt/EBITDA above 6.5 times or
EBITA/Interest expense below 1.25 times. Liquidity deterioration
could also lead to a downgrade.

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

Payless operates more than 4,500 family footwear stores (including
joint-ventures and franchisees) in approximately 30 countries with
LTM revenues as of January 31, 2015 of over $2.4 billion. The
company is controlled by funds affiliated with Golden Gate Capital
and Blum Capital.



PENNINGTON INVESTMENT: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Pennington Investment Corporation
           dba Compass Trading Co.
           dba Compass Fashion
        2630 Andjon Dr.
        Dallas, TX 75220

Case No.: 15-42416

Chapter 11 Petition Date: June 17, 2015

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

Judge: Hon. Russell F. Nelms

Debtor's Counsel: J. Robert Forshey, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: 817-877-8855
                  Email: jrf@forsheyprostok.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brent Pennington, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-42416.pdf


PERRY ELLIS: Moody's Alters Outlook to Stable & Affirms B1 CFR
--------------------------------------------------------------
Moody's Investors Service changed Perry Ellis International, Inc.'s
rating outlook to stable from negative, and affirmed all ratings,
including the B1 (CFR) Corporate Family Rating, B1-PD Probability
of Default Rating, the B3 rating on its $50 million senior
subordinated notes and SGL-2 Speculative-Grade Liquidity rating.

The change in outlook from negative to stable reflects the
reduction in the company's adjusted debt due to changes in Moody's
approach for capitalizing operating leases, which lowers
Moody's-adjusted debt/EBITDA by approximately 0.8 times to 4.1
times as of May 2, 2015. The updated approach for standard
adjustments for operating leases is explained in the cross-sector
rating methodology Financial Statement Adjustments in the Analysis
of Non-Financial Corporations, published on June 15, 2015. The
change in outlook also considers the company's improvements in
corporate governance over the past year, and Moody's expectations
of continued positive earnings momentum.

Moody's took the following rating actions on Perry Ellis
International, Inc.:

Corporate Family Rating, affirmed at B1

Probability of Default Rating, affirmed at B1-PD

$50 million Sr Subordinated Notes due 2019, affirmed at B3 (LGD5)

Speculative Grade Liquidity Rating, affirmed at SGL-2

Outlook, changed to stable from negative

RATINGS RATIONALE

The B1 Corporate Family Rating ("CFR") reflects the company's low
margins and track record of volatile financial performance, which
is subject to consumer spending, fashion trends, and sizeable
customer concentration with key retailers. Perry's earnings have
gradually improved in each quarter since July 2014 reflecting
several years of operational turnaround, including exiting and
licensing out underperforming brands, rationalizing costs, and
improving product. As of May 2, 2015, debt/EBITDA stood at low 4
times and EBITA/interest expense at high-1 times (including an
operating lease adjustment to debt of 4 times rent expense).
Perry's portfolio of well-known brands and wide range of price
points partially mitigate its fashion risk by targeting multiple
demographics through diversified distribution channels. The
company's good liquidity profile and relatively low level of funded
debt also support the rating.

The stable outlook incorporates Moody's expectation that Perry will
grow revenue and improve its profitability over the next twelve
months, while maintaining a good liquidity profile.

The ratings could be downgraded if debt/EBITDA increases above 4.5
times, if Perry is unable to improve EBITA margin to above 5%, or
liquidity materially deteriorates.

The ratings could be upgraded if Perry materially enhances its
scale and product diversity while substantially improving EBITA
margins and credit metrics.

Perry Ellis International, Inc., headquartered in Miami, Florida,
designs, distributes and licenses apparel and accessories for men
and women primarily in the U.S. The company owns or licenses a
portfolio of brands, including Perry Ellis(R), Rafaella(R), Laundry
by Shelli Segal(R), Callaway(R) Golf, Original Penguin(R),
Cubavera(R), and Nike(R) Swim. The company also operates roughly 75
Original Penguin and Perry Ellis stores. Revenues for the twelve
months ended May 2, 2015 were approximately $898 million.

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



PROJECT PORSCHE: S&P Raises CCR to 'B', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Bloomington, Minn.-based Project Porsche Holdings Corp.
to 'B' from 'SD'.  The outlook is negative.

At the same time, S&P raised its issue-level rating on the
company's first-lien term loan to 'B+' from 'CCC-'.  The '2'
recovery rating, which is unchanged, indicates S&P's expectation
for substantial (70% to 90%; upper half of the range) recovery in
the event of payment default.

In addition, S&P is withdrawing its issue-level and recovery
ratings on the company's $25 million first-lien revolver and $140
million second-lien term loan because these facilities are no
longer outstanding following the recapitalization.

S&P's rating actions follow the company's announcement that it
completed a debt recapitalization plan.  Under the plan the company
exchanged its $140 million second-lien term loan for equity of the
company; received a $35 million capital contribution from
second-lien lenders; and repaid a portion of first-lien debt. The
recapitalization improves the company's free operating cash flow
(FOCF) and liquidity position because of interest expense savings
of about $15 million annually and its reduced debt burden. S&P
expects the company to restore sufficient covenant headroom as part
of the transaction.

S&P's assessment of the company's business risk profile reflects
its modest position in the fragmented instructional materials
market and competition against larger companies with greater
financial resources.  Project Porsche has a modest position in the
market, serving about 39,000 schools in the U.S. and U.K.  The
market comprises hundreds of companies that offer a range of
products and services.  While Project Porsche provides
comprehensive solutions that serve multiple grade levels and
subject areas, it competes against larger companies such as Pearson
PLC and K12 Inc.  The company's high recurring subscription
revenues, which provide good revenue visibility and profitability,
partially offset these factors.  About 90% of the company's
revenues come from subscriptions, which have gross margins in
excess of 80%.

Despite the company's improved credit metrics following the
recapitalization, it remains vulnerable to the challenging business
environment that has yet to abate, in S&P's view.  Over the past
several quarters the company's performance has been
weaker-than-expected as competition has intensified, demonstrated
by its lower bookings and cash receipts on a year-over-year basis,
and lower replacement rates.  In addition, uncertainty over states'
adoption of Common Core Standards has contributed to the company's
weak operating performance.  S&P expects that these competitive
pressures are likely to persist over the next 12 months.  These
factors support S&P's "weak" business risk assessment of Project
Porsche.

"We view Project Porsche's financial risk profile as "aggressive,"
with adjusted leverage in the mid-4x area, down from the low-7x
area as of the first quarter ended Jan. 30, 2015.  We expect
leverage to increase modestly over the next 12 months.  Because of
the significant interest cost savings from the recapitalization, we
expect FOCF to be about $12 million by the end of fiscal 2015, up
from a near breakeven level at the first quarter ended Jan. 30,
2015.  Cash on hand was about $21 million at Jan. 30, 2015.  The
$35 million new capital contribution from the existing second-lien
loan lenders enhances liquidity," S&P said.

S&P's initial analytical outcome is 'b+'.  S&P believes Project
Porsche's business and credit metrics remain in transition
following its recapitalization plan.  The company is vulnerable to
heightened competition and increased customer attrition, in S&P's
view, which could also impair financial metrics.  S&P's overall
assessment of its credit characteristics for all subfactors results
in a one-notch negative effect on S&P's initial outcome, resulting
in a corporate credit rating of 'B.'

S&P's base case assumes:

   -- Global GDP growth of 3.5% in fiscal 2015 and 3.9% in fiscal
      2016;

   -- U.S. GDP growth of 2.4% in fiscal 2015 and 2.8% in fiscal
      2016;

   -- U.S. software and services industry growth in the mid-single

      digits in fiscal 2015;

   -- Revenue declines in the low- to mid-single-digit percentage
      area;

   -- Further margin compression, leading to EBITDA margin
      declining to the 40% area at the end of fiscal 2015, down
      from the low- to mid-40% area in fiscal 2014, as a result of

      a lower revenue base;

   -- FOCF of about $12 million by the end of fiscal 2015;

   -- Capital expenditures of about $12 million annually.

Project Porsche has "adequate" liquidity (as defined in S&P's
criteria), with sources of cash likely to exceed uses for the next
12 months.  S&P expects net sources to be positive, even with a 15%
decline in EBITDA.  S&P expects the company to restore sufficient
covenant headroom as part of its recapitalization plan.

Principal liquidity sources:
   -- $21 million of cash at Jan. 30, 2015; and
   -- $29 million of funds from operations expected in fiscal
      2015.
Principal liquidity uses:
   -- Capital expenditures of about $12 million annually;
   -- Debt amortization of about $2.4 million annually; and
   -- Working capital use of about $5 million, to change along
      with revenue growth.

The negative outlook reflects S&P's expectations that the
challenging and competitive operating environment that has led to
declining bookings and weak operating results will continue over
the next 12 months.

S&P does not expect the company to return to growth over the next
12 months, and S&P projects low-single-digit revenue declines for
the next fiscal year.  If the company's performance materially
deteriorates beyond S&P's base-case expectations, resulting in
leverage above the 5x area, S&P could lower the rating.

While unlikely, S&P would consider revising the outlook to stable
if the company is able to consistently grow bookings, and stabilize
margins while sustaining leverage around the 4x area.



QUICKSILVER RESOURCES: Needs Until Oct. 13 to File Plan
-------------------------------------------------------
Quicksilver Resources Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the debtors' exclusive
period to file a Chapter 11 plan through and including Oct. 13,
2015, and the exclusive period to solicit acceptance of a Chapter
11 plan through and including Dec. 14.

The Debtors seek a 90-day extension of the Exclusive Periods to
afford them the opportunity to complete the critical tasks
necessary to develop and negotiate a Chapter 11 plan with their
creditors.

"These chapter 11 cases are large and complex, involving 14 Debtors
and $2 billion of consolidated, pre-petition funded debt spread
among three different tranches and six separate issuances.  In
addition, the oil and gas industry in which the Debtors operate is
amidst a significant and prolonged down-turn impacting not only the
Debtors, but also their critical business partners -- facts that
further complicate the Debtors' efforts to improve their
operational cost structure and, in turn, the Debtors' current and
future profitability.  Despite facing significant challenges
presented by the Debtors' industry and debt structure -- including
issues attendant to the Debtors' unencumbered assets -- the Debtors
have made substantial progress in the first 100 days of these
cases," Rachel L. Biblo, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtors are also represented by Paul N. Heath, Esq., and Amanda
R. Steele, Esq., at Richards, Layton & Finger, P.A., Wilmington,
Delaware; and Charles R. Gibbs, Esq., Sarah Link Schultz, Esq., and
Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in Dallas, Texas; and Ashleigh L. Blaylock, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Washington, DC.

                        About Quicksilver

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re
Quicksilver Resources Inc. Case No. 15-10585.  Quicksilver's
Canadian subsidiaries were not included in the chapter 11 filing.

The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP
in the U.S. and Bennett Jones in Canada.  Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc. is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.

The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.


RADIOSHACK CORP: Texas AG Sues Over Unused Gift Cards
-----------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Texas officials are suing the former RadioShack Corp. in
bankruptcy court in a bid to protect state residents who hold some
of the estimated $43 million in unredeemed gift cards issued by the
retailer.

According to the report, Texas Attorney General Ken Paxton and his
colleagues on June 18 filed a lawsuit against RadioShack in the
Wilmington, Del., bankruptcy court, accusing the retailer of
failing to notify gift-card holders that they need to file a claim
in the bankruptcy case for the value of their unused cards.
RadioShack stopped honoring the cards at the end of March, when it
transferred a portion of its stores to new ownership, the DBR
said.

              About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack (OTCMKTS: RSHCQ) --
http://www.radioshackcorporation.com-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5,
2015. Judge Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M.
Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq.,
and Paul M. Green, Esq., at Jones Day serve as the Debtors'
bankruptcy counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John
H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel.  Carlin Adrianopoli at FTI Consulting, Inc., is the
Debtors' restructuring advisor. Maeva Group, LLC, is the
Debtors' Turnaround advisor. Lazard Freres & Co. LLC is the
Debtors' investment banker. A&G Realty Partners is the Debtors'
real estate advisor. Prime Clerk is the Debtors' claims and
noticing agent.

In their Petitions, the Debtors disclosed total assets of
$1.2 billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the
Official Committee of Unsecured Creditors as co-counsel.  Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.


RECYCLE SOLUTIONS: Owes $79K in Rent Payment, Bank of West Says
---------------------------------------------------------------
Bank of the West asks the U.S. Bankruptcy Court for the Western
District of Tennessee, Western Division, to terminate the automatic
stay imposed in the Chapter 11 case of Recycle Solutions, Inc., to
allow it to exercise all of its rights with respect to and for
abandonment of the bankruptcy estate's interest in the Debtor's
Collateral, which consists of three Crown C51050-50 4-Wheel
Pneumatic Lift Trucks and their proceeds.

Erno Lindner, Esq., at Baker, Donelson, Bearman, Caldwell &
Berkowitz, P.C., in Memphis, Tennessee, tells the Court that the
Debtor is indebted to Lender pursuant to a Commercial Master Lease
Agreement dated May 2, 2013.  Mr. Lindner further tells the Court
that pursuant to the terms of the Master Agreement, the Debtor
conveyed to Lender a security interest in the Collateral.  He notes
that Lender properly perfected its security interest in the
Collateral by filing certain UCC-1 Financing Statements with the
Tennessee Secretary of State at Instrument Numbers 113020925 and
420627280.

Mr. Lindner says the Debtor owes the Lender no less than $79,668
prior to expenses, default interest, and other amounts due and
owing per the Master Agreement.  He asserts that based on the
outstanding indebtedness owed under the Master Agreement and the
fact that no payments are being made, the Lender's interest in the
Collateral is not adequately protected.  He further asserts that
the Debtor has no equity in the Collateral nor is the Collateral
necessary for reorganization.

The Lender is represented by:

          Erno Lindner, Esq.
          BAKER, DONELSON, BEARMAN,
          CALDWELL & BERKOWITZ, P.C.
          165 Madison Avenue, Suite 2000
          Memphis, TN 38103
          Telephone: (423)209-4206
          Facsimile: (423)752-9633
          Email: elindner@bakerdonelson.com
                 jason.liberi@skadden.com

                 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 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,
2015, 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.



RECYCLE SOLUTIONS: Seeks Oct. 5 Extension of Solicitation Period
----------------------------------------------------------------
Recycle Solutions, Inc., asks the U.S. Bankruptcy Court for the
Western District of Tennessee, Western Division, to extend the
period within which it has exclusive right to solicit acceptances
of its plan to October 5, 2015.

Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in
Memphis, Tennessee, tells the Court that the Debtor has filed its
Disclosure Statement and Summary of Plan on May 28, 2015, and the
hearing on the Disclosure Statement is set on July 16, 2015.  Mr.
Douglass notes that pursuant to the Court's Order, July 2, 2015, is
the deadline to maintain exclusivity for the Debtor to solicit and
obtain votes on its Plan.  He says the Debtor cannot solicit votes
much less obtain votes for acceptance of its Plan until the
Disclosure Statement has been approved by the Court.

Cause exists pursuant to Section 1121(d) of the Bankruptcy Code to
extend the exclusive periods to and through October 5, 2015, Mr.
Douglass asserts.

The Debtor is represented by:

          Steven Douglass, Esq.
          HARRIS SHELTON HANOVER WALSH, PLLC
          40 S. Main Street, Suite 2700
          Memphis, TN 38103-2555
          Telephone: (901)525-1455
          Email: sdouglass@harrisshelton.com

                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 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,
2015, 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.


RECYCLE SOLUTIONS: To Make Adequate Protection to TCF Equipment
---------------------------------------------------------------
Judge George W. Emerson, Jr., of the U.S. Bankruptcy Court for the
Western District of Tennessee issued a consent order stating that
Recycle Solutions, Inc., will commence payments directly to
creditor TCF Equipment Finance, Inc., monthly in the amount of $951
beginning June 1, 2015, and on the 1st of every month thereafter to
the date of confirmation of plan.

The Debtor is represented by:

          Steven Douglass, Esq.
          HARRIS SHELTON HANOVER WALSH, PLLC
          40 S. Main Street, Suite 2700
          Memphis, TN 38103-2555
          Telephone: (901)525-1455
          Email: sdouglass@harrisshelton.com

TCF Equipment is represented by:

          Roger A. Stone, Esq.
          200 Jefferson Avenue, Suite 1000
          Memphis, TN 38103
          Telephone: (901)528-1111

                  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 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,
2015, 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.



REDROCK ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Redrock Enterprises, LLC
        10852 Willow Hieghts Dr.
        Las Vegas, NV 89135

Case No.: 15-13493

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 17, 2015

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Timothy S. Cory, Esq.
                  TIMOTHY S. CORY & ASSOCIATES
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 388-1996
                  Email: tim.cory@corylaw.us

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 millon to $10 million

The petition was signed by Randall Bulloch, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-13493.pdf


REED AND BARTON: Seeks Aug. 17 Extension of Plan Filing Date
------------------------------------------------------------
RB Liquidation, Inc., f/k/a Reed and Barton Corporation, asks the
U.S. Bankruptcy Court for the District of Massachusetts, Eastern
Division, to extend the exclusive period for it to file a plan up
to August 17, 2015, and the deadline for it to obtain acceptances
of a plan up to October 16, 2015.

Lynne B. Xerras, Esq., at Holland & Knight LLP, in Boston,
Massachusetts, says that despite the progress the Debtor has made
in liquidating its assets for the ultimate benefit of its creditor
body, the Debtor has not yet had the opportunity to prepare and
circulate for the Official Committee of Unsecured Creditors' review
and comment a proposed plan.  To enable the Debtor to do so, the
Debtor requests that the Court extend the exclusive period for it
to file a plan and the period through which it may solicit
acceptances towards its plan.

The Creditors' Committee consents to the relief requested, Ms.
Xerras tells the Court.

The Debtor is represented by:

          John J. Monaghan, Esq.
          Lynne B. Xerras, Esq.
          Kathleen St. John, Esq.  
          HOLLAND & KNIGHT LLP
          10 St. James Avenue
          Boston, MA 02116
          Telephone: (617)523-2700
          Facsimile: (617)523-6850
          Email: john.monaghan@hklaw.com
                 lynne.xerras@hklaw.com
                 kathleen.stjohn@hklaw.com

                     About Reed and Barton

Founded in 1824, Reed and Barton Corporation is a designer
and
distributor of high quality silverware and tableware, along
with
flatware, crystal drinkware, picture frames, ornaments, and
baby
giftware. Reed and Barton, which sells products with the
Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is
based in
Taunton, Massachusetts. The privately held company's
stock is
owned by 28 record shareholders who either are
descendants of
Henry Reed or trusts for their benefit. Aside from
selling its
products in department stores and TV shopping
networks, the company has an on-site factory store in Taunton and a
showroom in Atlanta, Georgia.


Reed and Barton sought Chapter 11 bankruptcy protection (Bankr.
D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb.
17,
2015. The case is assigned to Judge Henry J. Boroff.



The Debtor has tapped Holland & Knight, in Boston, as
counsel;
Financo, LLC, as investment banker; and Verdolino &
Lowey, P.C., as accountant. 



The U.S. Trustee for Region 1 appointed three creditors to serve
on
the official committee of unsecured creditors.



Reed and Barton Corporation changed its name to RB Liquidation,
Inc., following the sale of substantially all of its assets to an
affiliate of Lenox Corporation for $22,000,000.


RENT-A-CENTER: Moody's Alters Outlook to Stable & Affirms Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service revised Rent-A-Center, Inc.'s ratings
outlook to stable from negative and affirmed the company's ratings,
including the Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, Ba1 ratings on the $900 million secured credit
facilities and the B1 ratings on the company's senior unsecured
notes. Moody's also raised Rent-A-Center's Speculative Grade
Liquidity rating to SGL-2 from SGL-3, reflecting the expectation
for good liquidity over the next 12-18 months.

The change in outlook from negative to stable reflects the
reduction in adjusted debt due to changes in Moody's approach for
capitalizing operating leases. The updated approach for standard
adjustments for operating leases is explained in the cross-sector
rating methodology Financial Statement Adjustments in the Analysis
of Non-Financial Corporations, published on June 15, 2015. The
change in outlook also reflects Moody's expectation that the
company will continue to implement its strategic initiatives in
2015 while stabilizing its core rent-to-own business and continuing
to realize solid returns on its emerging Acceptance Now business.
This should lead to a return to profitable growth with positive
cash flow. When coupled with modest debt reduction, debt leverage
is expected to further decline over the next 12-18 months.

The raising of the Speculative Grade Liquidity rating to SGL-2 from
SGL-3 reflects Moody's expectation for good liquidity. Balance
sheet cash, positive cash flow and availability under its $675
million revolver are expected to be more than sufficient to cover
cash flow needs over the next twelve months, and cushion under its
two financial maintenance covenants is also expected to remain
ample.

Ratings affirmed:

-- Corporate Family Rating at Ba3;

-- Probability of Default Rating at Ba3-PD;

-- $675 million senior secured revolving credit facility due 2019

    at Ba1 (LGD 2);

-- $225 million senior secured term loan due 2021 at Ba1 (LGD 2).
  
-- $250 million guaranteed senior unsecured notes due 2021 at B1
    (LGD 5);

-- $300 million guaranteed senior unsecured notes due 2020 at B1
    (LGD 5).

Ratings raised:

-- Speculative Grade Liquidity rating upgraded to SGL-2 from
    SGL-3.

The ratings outlook was changed to stable from negative

RATINGS RATIONALE

Rent-A-Center's Ba3 Corporate Family Rating reflects the company's
leading position in the consumer rent-to-own industry and, despite
recent weakening, its historical track record of maintaining
relatively strong and stable debt protection measures and balanced
financial policy that had included debt reduction. Moody's expects
the company to continue to show signs of stabilizing its core
rent-to-own business in 2015 while continuing to realize solid
returns on its emerging businesses, with a return to profitable
growth with positive cash flow this year.

The rating also reflects Rent-A-Center's high debt and leverage and
expectation for improvement as the company continues to execute and
invest in its multi-year strategy to improve performance in its
core rent-to-own business. Lease-adjusted debt to EBITDA (using a
5x multiple) stood at 4.1x for the latest twelve month period ended
March 31, 2015, down from 4.3x at the end of 2014 as a result of
debt repayment using proceeds from a tax refund, but still much
higher than the 3.0x at the end of 2012 as weaker performance in
its core rent-to-own business resulted in EBITDA declines and
borrowing increased primarily to fund the 2013 accelerated share
repurchase and 2014 tax payment. Interest coverage, as measured by
lease-adjusted EBITA/Interest, was 2.3x, also down from 2012
levels. The rating also reflects the company's moderate business
risk and potential impact from government legislation that may
occur from time to time.

An upgrade would require a return to stable, consistent growth in
Rent-A-Center's core business while continuing to realize solid
returns on its emerging businesses and maintaining a balanced
financial policy. Specific metrics include lease-adjusted
debt/EBITDA near 4.0 times and adjusted EBITA/Interest above 2.75
times on a sustained basis.

Any material deviation from expectations over the next twelve
months, either through weaker-than-expected operating performance
or more aggressive financial policies, would likely lead to a
ratings downgrade. A downgrade could also stem from a deterioration
in liquidity or any adverse changes in the regulatory or legal
environment. Ratings could be downgraded if adjusted debt leverage
were to rise near 5.0 times.

Rent-A-Center, Inc., with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
approximately 4,430 company operated stores and kiosks located in
the U.S., Canada, Mexico and Puerto Rico. Rent-A-Center also
franchises approximately 180 rent-to-own stores that operate under
the "ColorTyme" and "Rent-A-Center" banners. The company generated
approximately $3.2 billion in revenue for the latest twelve month
period ended March 31, 2015.

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



REVEL AC: Can't Pay Bankruptcy Costs, Power Plant Owner Says
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports
that ACR Energy Partners LLC said Revel AC Inc. doesn't have enough
cash to cover all expenses incurred during its Chapter 11 effort.
According to the report, ACR filed papers on June 2 opposing
confirmation, contending there isn't sufficient money to pay
Chapter 11 costs.  ACR said Revel has only $1.6 million to pay
administration expenses that it admits are owed, the report noted.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.  Revel AC Inc. and five of its affiliates sought
bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on
June 19, 2014, to pursue a quick sale of the assets.  The Chapter
11 cases of Revel AC LLC and its debtor-affiliates are transferred
to Judge Michael B. Kaplan.  The Debtors' cases was originally
assigned to Judge Gloria M. Burns.  The Debtors' Chapter 11 cases
are jointly consolidated for procedural purposes.  Revel AC
estimated assets ranging from $500 million to $1 billion, and the
same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253)
on March 25, 2013, with a prepackaged plan that reduced debt by
$1.25 billion.  Less than two months later on May 15, 2013, the
2013 Plan was confirmed and became effective on May 21, 2013.


RUBY TUESDAY: Moody's Affirms B3 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Ruby Tuesday Inc.'s B3 Corporate
Family Rating (CFR), B3-PD Probability of Default Rating (PDR). In
addition, Moody's affirmed the company's $250 million 7.625% senior
unsecured notes at Caa1, LGD4 and SGL-3 Speculative Grade Liquidity
Rating. The rating outlook was changed to stable from negative.

RATINGS RATIONALE

The change in outlook to stable reflects the material improvement
in adjusted leverage driven by the reduction in adjusted debt due
to changes in Moody's approach for capitalizing operating leases.
The updated approach for standard adjustments for operating leases
is explained in the cross-sector rating methodology Financial
Statement Adjustments in the Analysis of Non-Financial
Corporations, published on June 15, 2015. The change in outlook
also considers the material reduction in operating costs and funded
debt levels to date

The B3 Corporate Family Rating reflects Ruby Tuesday's weak
operating performance driven in part by weak same store sales
trends that has resulted in modest interest coverage and relatively
high leverage. For the twelve month period ending March 4, 2015,
EBITA coverage of interest expense was modest at about 1.2 times
while leverage remained relatively high at around 4.4 times. The
ratings are supported by the company's high level of brand
awareness, material scale, strategic focus on advertising, cost
saving initiatives and adequate liquidity.

Factors that could result in downgrade include an inability to
stabilize negative traffic trends, a sustained deterioration in
credit metrics or a decline in liquidity. Moody's will also
continue to closely monitor the cushion under the revised credit
facility covenants.

Given the expectation that weak traffic trends will continue, a
higher rating over the intermediate term is unlikely. However,
factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends,
particularly a stabilization of traffic, and lower costs.
Specifically, an upgrade would require EBITA coverage of interest
expense above 1.75 times and debt to EBITDA of under 5.5 times on a
sustained basis. A higher rating would also require good
liquidity.

Ruby Tuesday, Inc, owns, operates and franchises restaurants under
the brand names Ruby Tuesday and Lime Fresh Mexican Grill. Annual
revenues are about $1.14 billion.

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



SALADWORKS LLC: Plan Filing Date Extended to July 17
----------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended Saladworks LLC's exclusive period
to file a plan of reorganization through and including July 17,
2015, and its exclusive period to solicit votes on that Plan,
through and including Sept. 14, 2015.

The Official Committee of Unsecured Creditors responded to the
extension request, saying there is no need for a 90-day exclusivity
extension and that an extension would be prejudicial to creditors
by unnecessarily extending the distribution of the asset sale
proceeds to satisfy claims.  The Committee pointed out that the
Debtor's case is a liquidating Chapter 11 case in which the
Debtor's assets will be completely liquidated in a sale
transaction.

Following the Committee's objection, the Debtor, the Committee, and
John Scardapane, the Debtor's principal equity owner, discussed a
framework that will result in a confirmation process initiated well
within the 90-day period that the Debtor requested.  These
negotiations have resulted in an agreement to be presented to the
Court that establishes specific milestones for a plan confirmation
process and a consensual 30-day extension of the Debtor's exclusive
periods.

The Debtor originally asked the Court to extend the exclusive plan
filing period to Sept. 15, 2015, and the exclusive solicitation
period to Nov. 12, 2015.

The Committee is represented by Richard M. Beck, Esq., Sally E.
Veghte, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Wilmington, Delaware.

                      About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States.  From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.  The company has franchise agreements with 162
different franchisees.  The equity owners are J Scar Holdings,
Inc., (70%) and JVSW LLC (30%).

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

The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG
Advisors, LLC, as investment banker; EisnerAmper LLP, as financial
advisor; and Upshot Services LLC, as claims and noticing agent.

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.

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


SDC INC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SDC, Inc.
        2101 Clinton Avenue, Suite 502
        Huntsville, AL 35805

Case No.: 15-81634

Chapter 11 Petition Date: June 17, 2015

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

Judge: Hon. Clifton R. Jessup Jr.

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  303 Williams Avenue SW
                  Park Plaza Suite 921
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  Email: kheard@heardlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Virginia Gilchrist, president.

A list of the Debtor's eleven largest unsecured creditors is
available for free at http://bankrupt.com/misc/alnb15-81634.pdf


SENECA BIOENERGY: Chapter 11 Case Dismissed
-------------------------------------------
Bankruptcy Judge Paul R. Warren granted a motion to dismiss the
case captioned In re: SENECA BIOENERGY, LLC, Chapter 11, Debtor,
CASE NO. 14-21470 (Bankr. W.D.N.Y.).

A motion to dismiss the Chapter 11 case of Seneca BioEnergy, LLC
was filed by Generations Bank and joined in by New York Business
Development Corporation ("NYBDC"), alleging that the Debtor has
suffered substantial or continuing losses to or diminution of the
estate and that there is not a reasonable likelihood of
rehabilitation, coupled with the Debtor's unauthorized use of cash
collateral and lack of good faith.

In granting the motion, Judge Warren determined that Generations
Bank has established "cause" to convert or dismiss the Chapter 11
case pursuant to 11 U.S.C. Sections 1112(b)(1) and 1112(b)(4)(A).
He found that Generations Bank has demonstrated by a preponderance
of evidence both (1) a substantial and continuing loss to and
diminution of the estate and (2) the absence of a reasonable
likelihood of rehabilitation.  Also, neither the Debtor nor any
party in interest demonstrated the existence of any unusual
circumstances that would merit the application of the exceptions
under 11 U.S.C. Section 1112(b)(1) and (b)(2) that would have
caused the denial of the motion.

Judge Warren further held that, based on the record, the dismissal
of the case, rather than conversion, is in the best interests of
the creditors and the estate under 11 U.S.C Section 1112(b)(1).

A copy of the May 19, 2015 decision and order is available at
http://is.gd/yO12Xyfrom Leagle.com.

                    About Seneca BioEnergy, LLC

Seneca BioEnergy, LLC filed a voluntary Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 14-21470) on December 1, 2014.  Headquartered in
Geneva, New York, Seneca BioEnergy is a biodiesel company that
operates out of the 10,000-acres old Seneca Army Depot in Seneca
County, where it also makes Finger Lakes Grape Seed Oil, which is
available at numerous wineries and some Wegmans stores.  The
company was born in 2008 out of grape seed oil processing work in
Ontario County.

William C. Rieth, Esq., who has an office in Rochester, New York,
serves as the Debtor's bankruptcy counsel.

Judge Paul R. Warren presides over the case.


SIRIUS XM RADIO: S&P Keeps BB Corp. Credit Rating Over Debt Upsize
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BBB-' issue-level
rating and '1' recovery rating on New York City-based satellite
radio company Sirius XM Radio Inc.'s revolving credit facility
remain unchanged following the company's upsizing of the revolver
to $1.75 billion from $1.25 billion and extension of the debt's
maturity to 2020 from 2017.  The '1' recovery rating indicates
S&P's expectation for very high recovery (90%-100%) of principal in
the event of a default.

S&P's 'BB' corporate credit rating and stable outlook on Sirius XM
are not affected.  The corporate credit rating incorporates S&P's
expectation that the company's leverage will not increase above its
4x threshold for the rating because of its good operating outlook
and growing operating cash flow, despite its moves to boost
shareholder returns.  S&P assess Sirius XM's business risk profile
as "fair," reflecting its stable subscriber churn, dependence on
U.S. new auto sales and consumer discretionary spending for growth,
and its long-term vulnerability to competition from alternative
media.

S&P's "significant" financial risk profile assessment is based on
the company's more aggressive financial policy since late 2012.
Sirius XM paid a $327 million special dividend in December 2012,
and it repurchased $1.76 billion of shares in 2013 and $2.52
billion in 2014.  The company also issued an incremental
$1 billion of debt in March 2015, resulting in leverage increasing
to 3.3x as of March 2015 from 3.1x as of Dec. 31, 2014.  S&P
expects that leverage will remain in the 3x-4x area through 2016 as
debt-financed share repurchases offset EBITDA growth.  S&P believes
that some risk still surrounds Liberty Media Corp.'s long-term
financial strategy and its potential effect on Sirius XM. Liberty
Media is Sirius XM's majority owner.

RATINGS LIST

Sirius XM Radio Inc.
Corporate Credit Rating        BB/Stable/--

Ratings Unchanged

Sirius XM Radio Inc.
$1.75 bil. revolver due 2020*     BBB-
  Recovery Rating                  1

*Upsized amount.



SIX FLAGS: Moody's Rates New $950MM Secured Loans 'Ba2'
-------------------------------------------------------
Moody's Investors Service affirmed Six Flags Entertainment
Corporation B1 corporate family rating (CFR) and assigned a Ba2
rating to the proposed $250 million revolver due 2020 and the $700
million term loan B due 2022. The existing $800 million senior
notes due 2021 were affirmed at B3. The outlook is stable.

The use of proceeds is expected to be the refinancing of the
existing $569 million term loan, fund stock buybacks and general
corporate purposes. The ratings on the existing revolver and term
loan will be withdrawn upon repayment.

While the proposed transaction increases total debt by $131
million, we anticipate that leverage will decline to a level within
the range of the existing B1 CFR as elevated expenses from
performance award related stock compensation roll off at the end of
this year and the beginning of 2016.

Issuer: Six Flags Entertainment Corporation

Corporate Family Rating, affirmed B1

Probability of Default Rating, affirmed B1-PD

$800 million Senior Unsecured Notes due 2021, affirmed at B3,
  LGD5

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

Issuer: Six Flags Theme Parks Inc.

  New $250 million Senior Secured Revolver due 2020, assigned a
  Ba2, LGD2

  New $700 million Senior Secured Term Loan B due 2022, assigned a

  Ba2, LGD2

RATINGS RATIONALE

Six Flags' B1 CFR reflects the sizable attendance and revenue
generated from the geographically diversified regional amusement
park portfolio, vulnerability to cyclical discretionary consumer
spending, seasonality of the operations, and event risk relating to
shareholder distributions. The amusement park industry is mature
and operators must compete with a wide variety of leisure and
entertainment activities to generate consumer interest and is very
sensitive to weather conditions. The management team installed in
conjunction with the company's emergence from bankruptcy in April
2010 has implemented significant operational improvements to drive
meaningful earnings growth. We believe ongoing initiatives
including price increases, fewer discount offerings, higher season
pass sales, and increases in all season dining revenue will
continue to grow revenue and earnings over the intermediate term,
although there is downside risk if the economy were to weaken. We
continue to expect positive revenue growth in the upcoming season
baring unusually heavy rainfall during peak operating periods.

Although Six Flags has generated strong revenue and EBITDA growth
over the past year, Moody's calculated leverage rose to 5.9x as of
Q1 2015 due to the increase in stock compensation to $157 million
over the LTM period ending Q1 2015 from $25 million in the prior
year period. The increase is due to the likely realization of the
company's goal to achieve Modified EBITDA (as calculated by the
company) of $500 million by the end of 2015. Since Q3 2014, Six
Flags has realized $136 million in performance award stock comp
related to the likely achievement of this goal. If we exclude the
impact of the $136 million in performance award related stock comp,
leverage would be 4.2x. The proposed transaction would increase
pro-forma leverage from 5.9x to 6.3x as of Q1 2015 including all
stock comp as an expense or from 4.2x to 4.5x excluding $136
million in performance award stock comp. We anticipate Moody's
calculated leverage to decline to the low 4xs range over the next
year as the elevated stock comp declines to more normal levels and
from additional EBITDA growth. However, the company has set a new
long term goal of achieving Modified EBITDA of $600 by 2017 which
could lead to additional stock comp expense in future years.

Six Flags' SGL-3 speculative-grade liquidity rating reflects our
expectation that the company will maintain adequate liquidity over
the next year. Six Flags' has $16 million of cash with $22 million
in letters of credit and $80 million drawn against its revolver as
of Q1 2015. The proposed $250 million revolver due 2020 is an
increase from the existing $200 million revolver. We do not expect
this to be sufficient to cover a full exercise of the approximate
$394 million of partnership puts although we do not anticipate this
to occur. Six Flags' $0.52 per share quarterly dividend will
consume the bulk of its cash flow generation over the next year and
normal off-season cash flow consumption occurs prior to the start
of the operating season.

The historical level of put exercises is comfortably manageable
within Six Flags existing cash and unused revolver capacity (the
highest level was $66 million or $58 million net of partner
participation in 2009). The timing of the put option is notable as
they are exercisable annually from March 31st through late April
and Six Flags must fund any exercises by May 15th. This is in the
midst of Six Flags' peak seasonal cash needs as the majority of its
cash flow is generated during the height of its operating season
from May to September.

Moody's said, "We anticipate Six Flags will generate over $50
million of free cash flow in 2015 (assuming roughly $195 million in
dividends) and will pay down the $80 million balance under its
revolver during the summer operation season. We anticipate Six
Flags will maintain an adequate EBITDA cushion within the financial
maintenance covenants in its credit facility.

"The stable rating outlook reflects our anticipation that Six Flags
will generate low to mid single digit EBITDA growth in 2015 if
weather conditions are favorable. We also believe that the company
will take advantage of the restricted payments flexibility in its
credit facility to devote cash flow generation to dividends and
share repurchases with limited debt reduction over the next 12-18
months."

Positive revenue and EBITDA growth that lead to debt to EBITDA
leverage being sustained in the low 4xs (as calculated by Moody's)
and a more moderate financial policy with reduced prospects of a
debt funded share buyback, would lead to positive rating pressure.
A good liquidity position would also be required for an upgrade as
would the management of dividends and stock repurchases within
excess free cash flow.

Downward rating pressure could result if acquisitions, cash
distributions to shareholders, or declines in attendance and
earnings driven by competition or a prolonged economic downturn
lead to debt-to-EBITDA above 5.75x on a sustained basis. Ratings
could also be pressured if liquidity weakens or the company's
financial policies become more aggressive.

Six Flags Entertainment Corporation, headquartered in Grand
Prairie, TX, is a regional amusement park company that operates 18
North American parks. The park portfolio includes 15 wholly-owned
facilities (including parks near New York City, Chicago and Los
Angeles) - as well as three consolidated partnership parks - Six
Flags over Texas (SFOT), Six Flags over Georgia (SFOG), and White
Water Atlanta. Six Flags currently owns 53.1% of SFOT and
approximately 30.5% of SFOG/White Water Atlanta. The company
emerged from chapter 11 bankruptcy protection in April 2010.
Revenue including full consolidation of the partnership parks was
approximately $1.2 billion for the LTM period ended 3/31/15.



SIX FLAGS: S&P Affirms 'BB' Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Six Flags Entertainment Corp.  The
rating outlook is stable.

At the same time, S&P assigned a 'BBB-' issue-level rating and a
'1' recovery rating to the company's proposed senior secured credit
facility (consisting of a $250 million revolving credit facility
due 2020 and a $700 million term loan B due 2022).  The '1'
recovery rating indicates our expectation for very high (90%-100%)
recovery for lenders in the event of a payment default.  The
planned issuance would represent an increase to its term loan B by
$130 million and its revolver by $50 million.  The company plans to
use incremental debt proceeds for share repurchases.

S&P also affirmed the 'BB-' issue-level rating on the company's
$800 million senior unsecured notes due 2021, with a recovery
rating of '5', indicating S&P's expectation for modest (10%-30%;
lower half of the range) recovery for lenders in the event of a
payment default.  While the recovery rating stays the same, the
planned incremental secured debt reduces recovery prospects for
noteholders to the lower half of the recovery range.

"The corporate credit rating affirmation reflects credit measures
we expect to be in line with our 'significant' financial risk
assessment, incorporating the incremental debt to finance share
repurchases," said Standard & Poor's credit analyst Shivani Sood.

S&P expects adjusted debt to EBITDA to remain in the low-3x area
and funds from operations (FFO) to debt to remain around 25%
through 2016.  Over the intermediate term, S&P believes ongoing
good operating performance across its park portfolio will allow the
company to maintain debt to EBITDA at a level that represents a
good cushion compared to our 4x debt to EBITDA threshold.

The stable outlook reflects S&P's expectation that good anticipated
operating performance and strong liquidity through 2016 will offset
the incremental debt that this transaction adds, such that adjusted
debt to EBITDA will be in the low-3x area and FFO to debt will be
around 25% through 2016.

S&P could lower the rating if it expects operating performance to
materially deteriorate or if Six Flags were to undertake a
debt-financed shareholder distribution that drove adjusted leverage
above 4x on a sustained basis.

A higher rating is unlikely at this time, given S&P's belief that
management will continue to return capital to shareholders.  S&P
could consider a one-notch upgrade if it become confident Six Flags
will sustain leverage around 3x or lower.



SUMMIT MIDSTREAM: Moody's Hikes Rating on Sr. Unsec. Notes to B2
----------------------------------------------------------------
Moody's Investors Service upgraded Summit Midstream Holdings, LLC's
senior unsecured notes to B2 from B3.  Moody's also affirmed
Summit's B1 Corporate Family Rating, B1-PD Probability of Default
Rating (PDR) and Speculative Grade Liquidity Rating (SGL) of SGL-3.
Moody's revised Summit's outlook to positive from stable. Summit is
an intermediate midstream holding company wholly owned by Summit
Midstream Partners, LP (SMLP), a publicly-traded, growth-oriented
master limited partnership (MLP).

"Summit's positive outlook reflects the company's visible growth
trajectory and its track record of using a good mix of equity and
debt to successfully fund drop-down acquisitions incubated by its
general partner," said Amol Joshi, Moody's Vice President.
"Summit's growing revenue stream is primarily comprised of
fee-based contracts, and in many cases supported by minimum volume
commitments and acreage dedications."

Rating Actions:

Issuer: Summit Midstream Holdings, LLC

   -- Corporate Family Rating, Affirmed B1
   -- Probability of Default Rating, Affirmed B1-PD
   -- Speculative Grade Liquidity Rating, Affirmed SGL-3
   -- 7.50% senior unsecured notes due 2021, Upgraded to B2 (LGD5)

      from B3 (LGD5)
   -- 5.50% senior unsecured notes due 2022, Upgraded to B2 (LGD5)

      from B3 (LGD5)

Outlook Actions

Issuer: Summit Midstream Holdings, LLC
   -- Outlook, Revised to Positive from Stable

RATINGS RATIONALE

Summit's unsecured notes are rated B2, one notch below the
company's B1 CFR, reflecting the priority claim of its $700 million
revolver to the company's assets.  Moody's believes that the B2
rating is more appropriate for the senior unsecured notes than the
rating suggested by Moody's Loss Given Default Methodology because
of anticipated EBITDA growth through future drop-down acquisitions
and its potential financing with a greater proportion of unsecured
debt.

The positive outlook is based on Summit's visible growth
trajectory, its good track record in managing such growth, and the
relative stability of the company's existing cash flows.  Moody's
expect Summit to absorb additional drop-downs with a relatively
conservative mix of debt and equity funding, as has been the case
to date.

Summit's B1 CFR reflects the relatively limited but growing scope
of its operations as an operator of primarily natural gas gathering
systems in North America, as well as the execution risk embedded in
the company's growth strategy through drop-down acquisitions.
Offsetting the still limited size and scale metrics are Summit's
relatively conservative financial policies and low-risk business
model in which over 90% of its revenue stream is derived from
fee-based contracts, which in many cases is supported by minimum
volume commitments (MVCs) and acreage dedications.

Summit's SGL-3 Speculative Grade Liquidity Rating reflects its
adequate liquidity profile over the next 12 months.  Pro forma for
the $255 million Polar & Divide System drop-down acquisition and
the $35 million Stampede Lateral option exercise, which closed on
May 18, 2015, as well as its recent equity offering which raised
approximately $227 million of net proceeds, Summit would have had
over $450 million of liquidity as of March 31, 2015.  The $450
million of pro forma liquidity is comprised of approximately $12
million in cash and roughly $440 million of availability under
Summit's $700 million secured revolving credit facility.  The
revolving credit facility has a maximum total leverage ratio
covenant of 5.0x and a minimum interest coverage ratio requirement
of 2.5x.  As of March 31, 2015, Summit was in compliance with the
revolving credit facility's financial covenants.

An upgrade is possible when annual EBITDA is sustained over $200
million with leverage around 4.5x, including Moody's standard
adjustments.  A negative rating action or downgrade is unlikely in
2015 given Summit's projected adequate liquidity and growth
prospects.  However, a downgrade is possible if future drop-downs
result in leverage exceeding 5.5x or if an aggressive growth
strategy materially exposes the company to undue execution risk.

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

Summit Midstream Holdings, LLC is an intermediate holding company
wholly owned by Summit Midstream Partners, LP, which is
headquartered in The Woodlands, Texas.  Summit Midstream Holdings,
LLC operates over 2,600 miles of primarily natural gas gathering
systems in North America.



SUPER BUY FURNITURE: Bankruptcy Court Issues Final Decree
---------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico issued a final decree stating that the
estate of Super Buy Furniture Inc. has been fully administered and
that the deposit required by the plan has been distributed.

Accordingly, Judge Inclan ordered the U.S. Trustee discharged and
closed the Debtor's chapter 11 case.

                    About Super Buy Furniture

Cidra, Puerto Rico-based Super Buy Furniture, Inc., operator
of
furniture stores throughout Puerto Rico under the business
name
of "Casa Pitusa Muebles y Enseres", filed a Chapter
11
bankruptcy petition (Bankr. D.P.R. Case No. 14-05523) in Old
San
Juan, Puerto Rico, on July 3, 2014.



The Company disclosed $18.2 million in assets and $26.8
million
in debt in its original schedules.



The Company has tapped the firm O'Neill & Borges, in San
Juan,
Puerto Rico, as counsel, and CPA Luis R. Carrasquillo &
Co.,
P.S.C., as financial consultant.



The Debtor, the Official Committee of General Unsecured
Creditors,
 Empresas Berrios, Inc., and Rent Express by Berrios,
Inc., 
submitted a Joint Plan of Reorganization and explanatory
Disclosure Statement dated Dec. 23, 2014.



The Plan contemplates the orderly liquidation of Super
Buy's
assets through their sale in an organized manner overseen
by
Debtor and the Committee. It is estimated that the
liquidation
will take from six to nine months, as of Dec. 1,
2014. Discounts for the sale of Debtor's assets will be agreed to
by the
Parties and will depend on the demand by customers.



The U.S. Trustee for Region 21 appointed seven creditors to
serve
in the official committee of unsecured creditors in the
case.
Javier Vilarino and Ferraiuoli, LLC, serves as legal
counsel to
the Creditors Committee.



TENET HEALTHCARE: Completes USPI and Aspen Transactions
-------------------------------------------------------
Tenet Healthcare Corporation has completed its joint venture
transaction with Welsh, Carson, Anderson & Stowe that combines the
short-stay surgery and imaging center assets of Tenet and United
Surgical Partners International to create the leading U.S.
short-stay surgery platform.

"This joint venture significantly expands our ability to benefit
from the growing demand for convenient, cost-efficient outpatient
care and enhances our growth and earnings potential," said Trevor
Fetter, Tenet's chairman and chief executive officer.  "The new
USPI is the largest provider of ambulatory surgery in the United
States and the leading partner for physicians and not-for-profit
health systems seeking to expand their ambulatory service
offerings.  We look forward to collaborating with USPI's
outstanding management team to capitalize on the strategic and
financial benefits of this joint venture, and working with USPI's
50 not-for-profit health system partners to provide patients across
the country with high-quality care."

As contemplated in the original agreement announced on March 23,
2015, Tenet contributed its interest in 49 ambulatory surgery
centers and 20 imaging centers to the joint venture and refinanced
approximately $1.5 billion of existing USPI debt, which will be
allocated to the joint venture through an intercompany loan.  Tenet
also made an approximately $404 million payment to pre-existing
USPI shareholders to align the respective valuations of the assets
contributed to the joint venture.  Tenet owns 50.1% of the new USPI
and will consolidate USPI's financial results.  Welsh Carson and
the other existing shareholders in USPI own the remaining 49.9%.  A
pre-determined put-call structure provides a path to full ownership
of USPI by Tenet over the next five years. Bill Wilcox will
continue to lead USPI as chief executive officer and Brett Brodnax,
president and chief development officer of USPI, will lead the
company's strategy and growth efforts.  Kyle Burtnett, senior vice
president for outpatient services at Tenet, will join USPI as
president of ambulatory services and take on the additional role of
chief integration officer for the new venture.

Following the combination, the new USPI now has more scale through
its operation of 249 ambulatory surgery centers, 18 short-stay
surgical hospitals and 20 imaging centers in 29 states, and is
well-positioned to benefit from the growing demand for high quality
and high value ambulatory solutions.  The company will maintain the
USPI brand, as well as USPI's innovative three-way partnership
model with physicians and leading not-for-profit health systems.

Tenet also completed its acquisition of Aspen Healthcare Ltd. from
Welsh Carson for approximately $214 million.  Aspen is a strong,
growing network of nine well-capitalized private hospitals and
clinics in the United Kingdom.  Led by a well-established
management team, Aspen gives Tenet a foothold in the attractive
market for private healthcare services in the U.K.

                      $900 Million Notes Issued

On June 16, 2015, Tenet issued $900,000,000 in aggregate principal
amount of floating rate senior secured notes due 2020 and assumed
$1,900,000,000 in principal amount of 6.75% senior notes due 2023,
issued by THC Escrow Corporation II on June 16, 2015.

The Secured Notes were issued pursuant to an indenture, dated
Nov. 6, 2001, between Tenet and The Bank of New York Mellon Trust
Company, N.A., as successor trustee to The Bank of New York, as
supplemented by a supplemental indenture, among Tenet, the
guarantors party thereto, and the Trustee, dated June 16, 2015. The
Secured Notes Indenture contains covenants that are similar to
those in Tenet's existing secured notes supplemental indentures.
Among other things, these covenants restrict Tenet's ability and
the ability of its subsidiaries to: incur liens; provide subsidiary
guarantees; consummate asset sales; enter into sale and lease-back
transactions; or consolidate, merge or sell all or substantially
all of their assets, other than in certain transactions between one
or more of Tenet's wholly owned subsidiaries and Tenet.  These
restrictions, however, are subject to a number of important
exceptions and qualifications.  In particular, there are no
restrictions on Tenet's ability or the ability of its subsidiaries
to incur additional indebtedness, make restricted payments, pay
dividends or make distributions in respect of capital stock,
purchase or redeem capital stock, enter into transactions with
affiliates or make advances to, or invest in, other entities.

The Secured Notes Indenture also provides that the Secured Notes
may become subject to redemption under certain circumstances,
including a change of control of Tenet.  In addition, Tenet may, at
its option, redeem the Secured Notes in whole or in part at any
time prior to June 15, 2016, at a redemption price equal to 100% of
the principal amount of the Secured Notes being redeemed plus the
applicable make-whole premium set forth in the Secured Notes
Indenture, together with accrued and unpaid interest.  From and
after June 15, 2016, Tenet may, at its option, redeem the Secured
Notes in whole or in part at the redemption prices specified in the
Secured Notes Indenture.

In connection with the issuance of the Secured Notes, Tenet also
entered into an Exchange and Registration Rights Agreement, dated
as of June 16, 2015, with Barclays Capital Inc. as representative
of the other initial purchasers of the Secured Notes named therein.
Pursuant to the Secured Notes Registration Rights Agreement, Tenet
has agreed to use commercially reasonable efforts to register the
Secured Notes with the SEC if the Secured Notes have not become
freely tradable on or before the 380th day following June 16,
2015.

Tenet used a portion of the proceeds of the Secured Notes to repay
all loans outstanding under, and terminate, its interim loan
agreement, dated as of March 23, 2015, among Tenet, the lenders
from time to time party thereto and Barclays Bank PLC, as
administrative agent.

The Interim Loan Agreement provided for a 364-day secured term loan
facility in the aggregate principal amount of $400,000,000, and the
entire principal amount thereof was borrowed by Tenet.  The loans
and other obligations under the Interim Loan Agreement were
guaranteed by, and secured by a junior pledge of the capital stock
and other ownership interests of, certain of Tenet's domestic
hospital subsidiaries on a junior lien basis with Tenet's existing
senior secured notes pursuant to a separate Guaranty, dated as of
March 23, 2015, among the guarantor parties thereto in favor of the
Administrative Agent.

       Revised Outlook for 2015 to be Provided on August 3

Tenet plans to report its results for the second quarter ended June
30, 2015, after the market close on Monday, Aug. 3, 2015, and will
host a conference call on the morning of Tuesday, Aug. 4, 2015.
The company intends to incorporate the transactions with USPI and
Aspen into its Outlook for 2015 at that time.

                            About Tenet

Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a
national, diversified healthcare services company with 110,000
employees united around a common mission: to help people live
happier, healthier lives.  The company operates 80 hospitals, 214
outpatient centers, six health plans and Conifer Health Solutions,
a leading provider of healthcare business process services in the
areas of revenue cycle management, value based care and patient
communications.

Tenet Healthcare reported net income attributable to the Company's
shareholders of $12 million for the year ended Dec. 31, 2014,
compared to a net loss attributable to the Company's shareholders
of $134 million during the prior year.

As of March 31, 2015, the Company had $18.42 billion in total
assets, $17.2 billion in total liabilities, $208 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries and $972 million in total equity.

                         *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit
rating from Standard & Poor's Ratings Services and 'B1' Corporate
Family Rating from Moody's Investors Service.


TRAVELPORT WORLDWIDE: Shareholders Re-elect Eight Directors
-----------------------------------------------------------
Travelport Worldwide Limited held its 2015 annual general meeting
on June 11, 2015, at which the shareholders:

   (1) re-elected Douglas M. Steenland, Gavin R. Baiera, Gregory
       Blank, Elizabeth L. Buse, Steven R. Chambers, Michael J.   

       Durham, Douglas A. Hacker and Gordon A. Wilson as directors

       of the Company, with terms of one year expiring at the
       2016 annual general meeting of shareholders;

   (2) ratified the appointment of Deloitte LLP as the Company's
       independent auditor for the fiscal year ending Dec. 31,
       2015, and authorized the Audit Committee of the Board of
       Directors to determine the independent auditor's
       remuneration;

   (3) approved, on a non-binding advisory basis, the compensation

       of the Company's named executive officers; and

   (4) approved, on a non-binding advisory basis, that
       shareholders will have a non-binding advisory vote on the
       compensation of the Company's named executive officers
       every year.

                     About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions for
the global travel and tourism industry.  As of March 31, 2015, the
Company had $2.89 billion in total assets, $3.24 billion in total
liabilities and a $354 million total deficit.

                           *     *     *

As reported by the TCR in March 2015, Standard & Poor's Ratings
Services raised to 'B' from 'B-' its long-term corporate credit
rating on U.K.-based travel services provider Travelport Worldwide
Ltd.  The rating action reflects Travelport's good operating
performance in 2014.


TRIMAS CORP: Moody's Corrects June 3 Ratings Release
----------------------------------------------------
Moody's Investors Services, on June 17, 2015, corrected its June 3,
2015 press release on TriMas Corporation as follows:

  In the debt list, changed "Speculative grade liquidity rating
  unchanged at SGL-2" to "Speculative grade liquidity rating at
  SGL-2" and added the following line just above: "The following
  ratings were affirmed."

  In the first sentence of the last paragraph of the Ratings
  Rationale section, changed the publication date of the principal

  methodology from July 2013 to July 2014.

The revised release is as follows:

Moody's Investors Service downgraded TriMas Corporation Corporate
Family Rating (CFR) 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 ("TriMas") and towing,
trailering and cargo management products ("Horizon Global
Corporation" formerly known as "Cequent"). This concludes the
review for downgrade that began on December 8, 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)

The following rating were affirmed:

  Speculative grade liquidity rating at SGL-2

  Rating outlook, Stable

RATINGS RATIONALE

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, we 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 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 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.



TRINIDAD DRILLING: Moody's Says CanElson Deal is Credit Pos.
------------------------------------------------------------
Moody's says Trinidad Drilling Ltd.'s (Trinidad, Ba3 stable)
acquisition of CanElson Drilling Inc. (CanElson, unrated) for C$505
million including the assumption of approximately C$36 million of
debt, is credit positive for Trinidad since leverage is reduced as
Trinidad assumes a minimal amount of debt and largely funds the
transaction with equity. "We expect CanElson to contribute about
C$50 million of annual EBITDA in 2015. The acquisition also helps
increase Trinidad's size and scale in Canada," Moody's said.

The principal methodology used in this rating/analysis was Global
Oilfield Services Industry Rating Methodology published in December
2014.



TWIN RINKS: Seeks Authority to Use CMBS Cash Collateral
-------------------------------------------------------
Twin Rinks at Eisenhower, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to use cash
collateral securing its prepetition indebtedness from CMBS Venture
Funding, LLC.

Prior to the Petition Date, Darien Rowayton Bank made secured loans
and advances to the Debtor in the sum of $5,250,000.  The
obligations, liabilities and indebtedness of the Debtor were
assigned to CMBS, an affiliate of the Debtor, on or about June 2,
2015, and as of the Petition Date, total approximately $5,272,725.
The CMBS Claim is secured by substantially all of the assets of the
Debtor.

As security for the prompt payment of the indebtedness of the
Debtor, CMBS will be granted valid and perfected first priority
security interests and liens, in and upon all now exiting and
hereafter acquired property of the estate of the Debtor.

The Debtor's counsel, Harold D. Jones, Esq., at Jones & Schwartz,
P.C., in Carle Place, New York, tells the Court that the Debtor has
an immediate and urgent need to obtain use of cash collateral to
continue its operations.  A lack of access to funds would
irreparably diminish, if not destroy, the value of the Debtor's
estate, Mr. Jones says.  Indeed, without access to funds provided
for in the Financing Order for use in the ordinary course, the
Debtor may be forced to entirely shut down its business operations,
Mr. Jones adds.

                         About Twin Rinks

Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based ice
skating rink operator and entertainment business, sought Chapter 11
bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72466) on June
8, 2015, with plans to sell its business and its assets as a going
concern.

The Debtor disclosed $52.4 million in assets and $55.2 million in
debt as of May 25, 2015.  

The Debtor tapped Jones & Schwartz, P.C., as counsel, and Greenspan
Associates, CPAs, as accountants.


TWIN RINKS: Seeks to Employ Getzler Henrich as Investment Bankers
-----------------------------------------------------------------
Twin Rinks at Eisenhower, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Getzler Henrich & Associates LLC as its management and investment
banking consultants.

The professional services that Getzler Henrich is to render can be
summarized, without limitation, as follows:

   (a) Assist with compliance with the reporting requirements of
       the Bankruptcy Code, Bankruptcy Rules and local rules,
       including but not limited to monthly operating reports,
       Schedules of Assets and Liabilities, and Statements of
       Financial Affairs;

   (b) Assist with the analysis and reconciliation of claims
       against the Debtor and other bankruptcy avoidance actions;

   (c) Assist the Debtor with the bankruptcy process to minimize
       costs associated with that process;

   (d) Preparation of memorandum;

   (e) Preparation of initial target list;

   (f) Review due diligence information currently available and
       gather additional information as needed; and

   (g) Solicit competitive offers and assist the Debtor in the
       final selection of an interested party.

Getzler Henrich will charge the Estate for its services on an
hourly basis in accordance with its ordinary and customary rates as
in effect on the date services are rendered, and submits that these
rates are reasonable.  The following are the current hourly rates
which Getzler Henrich charges for the legal services as
professionals:

      Principals and Managing Directors       $495 to $595
      Directors and Specialists               $385 to $550
      Associate Professionals                 $160 to $385

Getzler Henrich will apply to the Court for allowance of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,
the Local Bankruptcy Rules and Orders of the Court.

Mark Podgainy, a Managing Director of Getzler Henrich & Associates
LLC, assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Mr. Podgainy may be reached at:

         Mark Podgainy
         GETZLER HENRICH & ASSOCIATES LLC
         295 Madison Ave, 20th Floor
         New York, NY 10017
         Tel: (212) 697-2400
         Email: mpodgainy@getzlerhenrich.com

The employment application was filed by Harold D. Jones, Esq., at
Jones & Schwartz, P.C., in Carle Place, New York.

                         About Twin Rinks

Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based ice
skating rink operator and entertainment business, sought Chapter
11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72466) on
June 8, 2015, with plans to sell its business and its assets as a
going concern.

The Debtor disclosed $52.4 million in assets and $55.2 million in
debt as of May 25, 2015.  

The Debtor tapped Jones & Schwartz, P.C., as counsel, and Greenspan
Associates, CPAs, as accountants.


UNIVERSAL COOPERATIVES: Files Ch. 11 Plan of Liquidation
--------------------------------------------------------
A hearing will be held before the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware on July 22, 2015, at
10:30 a.m. (ET) to consider entry of an order, among other things,
determining that the disclosure statement explaining Universal
Cooperatives, Inc., et al.'s Chapter 11 Plan of Liquidation,
contains "adequate information" within the meaning described in
Section 1125 of the Bankruptcy Code and approving the Disclosure
Statement.

The Plan, which is co-proposed by the Official Committee of
Unsecured Creditors, follows the sale of Bridon Cordage LLC's and
Heritage Trading Company, LLC's assets, as well as certain of
Universal's assets, to BCHU Acquisition LLC, for approximately
$22,460,000, and Universal's Eagen, Minnesota headquarters to
Gloria Real Estate Holdings for $3,800,000.

The Plan is the result of extensive negotiations among the Debtors,
the Committee, and the Pension Benefit Guaranty Corporation, the
holder of the largest claims in the Debtors' Chapter 11 Cases.  The
Plan incorporates and implements various settlements to facilitate
a successful liquidation of the Debtors' estates.  Specifically,
the Plan provides for the settlement of a number of potential
issues, including substantive consolidation, and the allocation of
the proceeds generated from the sales of certain assets.

The Debtors, the Committee and PBGC agreed to these terms:

   * On account of claims asserted by the PBGC related to liens
     on foreign assets and unpaid postpetition funding
     contributions, PBGC is allowed an Administrative Expense
     Claim of $1,084,101, which claim will be paid in full on or
     prior to the Effective Date as follows: 50% from the Estate
     of Bridon and 50% from the Estate of Universal.

   * PBGC is allowed a General Unsecured Claim against each Debtor
     of $16,948,175, which amount is reduced dollar for dollar by
     the $1,084,101 PBGC Allowed Administrative Claim; and further
     reduced by an additional 10%, so that PBGC's Allowed General
     Unsecured Claim against each Debtor is $14,277,666, which
     amount is Allowed against each Debtor and paid pursuant to
     the immediate following sub-paragraph.

   * PBGC's $14,277,666 Allowed PBGC GUC Claims will recover pari
     passu the recovery percentage for holders of other Allowed
     non-PBGC General Unsecured Claims against Universal and
     Bridon, and holders of Allowed non-PBGC General Unsecured
     Claims against Heritage and UCPA will receive a recovery of
     up to and including 3% prior to the PBGC receiving any
     recovery from the Estates of Heritage and UCPA (the recovery
     percentage for PBGC for its Allowed PBGC GUC Claim against
     Heritage and UCPA to be determined); and upon such receipt of
     3% by holders of Allowed non-PBGC General Unsecured Claims
     against Heritage and UCPA, all holders of Allowed General
     Unsecured Claims against Heritage and UCPA (including PBGC on
     account of its Allowed PBGC GUC Claims) will share on a pro
     rata basis in any additional recoveries.

   * PBGC will vote each of its Allowed PBGC GUC Claims against
     each Debtor in favor of Plan confirmation.

   * The Plan Settlement also provides for cross-debtor subsidies
     contributed from the Estates of Universal and Bridon in the
     amount of $515,00) to the Estates of Heritage and UCPA.  The
     Settlement Subsidy is in full and complete resolution of
     issues related to substantive consolidation and will enhance
     the pro rata distributions to holders of Allowed General
     Unsecured Claims against Heritage and UCPA.  The Debtors and
     Creditors' Committee estimate that $245,000 of the Settlement
     Subsidy will be allocated to Heritage and $270,000 to UCPA,
     but the precise allocation will be determined based on the
     sale of any remaining assets owned by UCPA and certain
     administrative liabilities of UCPA.

The Plan provides for the following estimated range of recovery of
holders of General Unsecured Claims:

                                   Est. Range of Cash
                                   Available for       Est. Range
                                   Holders of GUCs     of Recovery
                                   ------------------  -----------
   Allowed GUCs Against Universal      $500,000 -
                                     $1,794,446      1.6% - 5.7%

   Allowed GUCs Against Bridon       $8,000,000 -
                                     $9,219,679     37.6% - 43.3%

   Allowed GUCs Against Heritage       $150,000 -
                                       $274,310      1.7% - 3%

   Allowed GUCs Against UCPA           $150,000 -
                                       $247,907      1.8% - 3%

   Allowed GUCs Against Agrilon              $0        0%

   Allowed GUCs Against Pavalon              $0        0%

Objections, if any, to the approval of the Disclosure Statement
must be filed no later than July 15.

The Debtors request that the Confirmation Hearing be scheduled for
Sept. 3 at 10:30 a.m. (ET) and the confirmation objection deadline
for Aug. 27.

A full-text copy of the Disclosure Statement, dated June 17, 2015,
is available at http://bankrupt.com/misc/UCIds0617.pdf

                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 zavalon, 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 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.


VCSA HOLDING: Moody's Assigns 'B3' CFR & Rates Unsec. Notes 'Caa2'
------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
("CFR") and B3-PD Probability of Default Rating to VCSA Holding
Corp., the Acquisition Sub formed to effectuate the acquisition by
Veritas Capital of DAE Aviation Holdings, Inc. ("DAE"), the holding
company of the operating business known as StandardAero. DAE is
wholly-owned by Dubai Aerospace Enterprises Ltd. Concurrently,
Moody's rated the company's proposed $925 million term loan B2 and
$485 million senior unsecured notes Caa2. The ratings outlook is
stable.

The company intends to use the proceeds from the transaction
together with a $150 million ABL facility ($20 million expected to
be drawn at transaction close) and a $845 million equity
contribution from Veritas Capital and its affiliates to finance the
$2.1 billion acquisition of StandardAero from DAE as well as pay
transaction fees and expenses and fund balance sheet cash.

All pre-existing ratings at DAE Aviation Holdings, Inc., including
the B2 CFR, remain under review for downgrade. The review was
initiated on May 27, 2015 following the acquisition announcement.
Moody's expects to withdraw all ratings at DAE Aviation Holdings,
Inc. upon closing of the transaction.

The following ratings were assigned to VCSA Holding Corp. (subject
to Moody's review of final documents):

  Corporate Family Rating, at B3

  Probability of Default Rating, at B3-PD

  Proposed $925 million term loan due, at B2, (LGD-3)

  Proposed $485 million unsecured notes, at Caa2 (LGD-5)

Rating outlook: Stable

RATINGS RATIONALE

The B3 CFR is constrained by the company's very high financial
leverage with last twelve months ended March 31, 2015 debt/EBITDA
pro forma for the transaction of over 7.5 times (including Moody's
standard adjustments). The high leverage reflects a high purchase
price with an LTM transaction multiple of approximately 11.0 times.
The ratings incorporate the expectation that the company will use
anticipated free cash flow generation towards debt reduction over
the next eighteen to twenty four months with leverage reduced to
the 6.0 times range by the end of 2017.

Counterbalancing the company's very high financial leverage is pro
forma interest coverage of 1.5 times that is in line with a
single-B rating level and Moody's expectation that the company will
maintain a good liquidity profile. The ratings also consider
qualitative factors such as the company's leading position in
diverse end-markets including regional, business and military
aviation segments as well as international exposure as
approximately 20 percent of sales are generated abroad. A
meaningful portion of the company's revenues are tied to long-term
contracts contributing to a degree of revenue and operating margin
stability.

Moody's expects the company to deploy cash flow toward managing
working capital swings inherent in the business while paying the
additional interest expense associated with the transaction and
prepaying elevated debt levels. The ratings anticipate that the
company will be able to meet its expectation of continued positive
free cash flow on an annual basis.

DAE has a strong competitive position in a market with good
long-term fundamentals and diversification across end markets, from
commercial and business aviation to military applications and
interior completions, as well as certifications and OEM
authorizations, across a broad range of key aircraft engine
platforms. In addition, increased aviation activity and favorable
outsourcing trends should support modestly higher demand for DAE's
maintenance, repair and overhaul ("MRO") services over the
long-term. The ratings incorporate the expectation that regional
airline aviation and business jet industry conditions will remain
moderately positive over the intermediate term and that cost
cutting actions will support the current positive operating trend.

The stable outlook is based on the expectation that the company
will de-leverage to the 6.5 times level within the next 18-24
months while maintaining a good liquidity profile.

The ratings could be downgraded if Moody's comes to expect that
financial leverage will not decline to the 6.5 time range or if
free cash flow turns negative. The ratings would be pressured if
the company experienced a material reduction in volumes from a
significant customer. Any significant deterioration in liquidity or
debt-financed acquisition or dividend distribution could also
trigger a downgrade.

Given the company's highly levered capital structure pro forma for
the LBO, an upgrade is unlikely in the near term. If the company
were to improve and sustain debt/EBITDA to below 6.0 times and
continue to generate positive free cash flow while maintaining
conservative financial policies, the ratings could be upgraded.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 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.

VCSA Holding Corp. is the Acquisition Sub formed to effectuate the
acquisition of DAE Aviation Holdings, Inc. ("DAE"). DAE Aviation
Holdings, Inc. ("DAE" or "StandardAero") is a leading provider of
aircraft engine maintenance, repair and overhaul ("MRO") and
aircraft completion and modification services to the commercial,
business, military and general aviation industries. Annual revenues
total $1.7 billion, with approximately 80% of revenues generated in
North America. DAE is headquartered in Scottsdale, Arizona and is
wholly-owned by Dubai Aerospace Enterprises LTD ("DAE Dubai").



WAYNE COUNTY, MI: Asks State to Declare Financial Emergency
-----------------------------------------------------------
Monica Davery, writing for The New York Times' DealBook, reported
that Wayne County executive, Warren C. Evans, is asking the state
of Michigan to declare a financial emergency to help shore up the
struggling fiscal picture for the county, the state's most
populous.

According to the report, Mr. Evans described deficits over a matter
of years in the county's general fund and an underfunded pension
system as among the chief problems.  If state officials agree to
designate the county in an emergency, several outcomes are
possible, including the installation of an emergency manager, the
report noted.

                         *     *     *

The Troubled Company Reporter, on March 16, 2015, reported that
Fitch Ratings has downgraded the ratings for the following Wayne
County, Michigan bonds:

-- $186.3 million limited tax general obligation (LTGO) bonds
    issued by Wayne County to 'B' from 'BB-';

-- $51.3 million building authority (stadium) refunding bonds,
   series 2012 (Wayne County LTGO) issued by Detroit/Wayne County
   Stadium Authority to 'B' from 'BB-';

-- $203.5 million building authority bonds issued by Wayne County
   Building Authority to 'B' from 'BB-';

-- Wayne County unlimited tax general obligation (ULTGO) (implied)
   to 'B' from 'BB'.

On Feb. 10, 2015, the TCR reported that Moody's Investors Services
has downgraded to Ba3 from Baa3 the rating on the general
obligation limited tax (GOLT) debt of Wayne County, MI. The county
has a total of $695 million of long-term GOLT debt outstanding, of
which $336 million is rated by Moody's.  An additional $302 million
of short-term GOLT delinquent tax anticipation notes are
outstanding. The outlook remains negative.

The TCR, on Feb. 9, 2015, also reported that Fitch Ratings has
placed the following Wayne County ratings on Rating Watch
Negative:

  -- $190.9 million limited tax general obligation (LTGO) bonds
     issued by Wayne County 'BB-';

  -- $54.9 million building authority (stadium) refunding bonds,
     series 2012 (Wayne County LTGO) issued by Detroit/Wayne
     County Stadium Authority 'BB-';

  -- $207.2 million building authority bonds issued by Wayne
     County Building Authority 'BB-';

  -- Wayne County unlimited tax general obligation (ULTGO)
     (implied) 'BB'.


WESTMORELAND COAL: Presented at Barclays High Yield Conference
--------------------------------------------------------------
Wetmoreland Coal Company made an investor presentation at Barclays
High Yield Bond & Syndicated Loan Conference on June 12, 2015.  The
Company discussed about its recent accomplishments, contracts with
high quality customers, 2015 guidance, et al.  A copy of the
Investor Presenation is available at http://is.gd/eWJyZB

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.

As of March 31, 2015, Westmoreland Coal had $1.82 billion in total
assets, $2.21 billion in total liabilities, and a $389 million
total deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.


[^] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
-------------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  BeardBooks
Softcover:  270 pages
List Price: $34.95
Review by Henry Berry
Order your own personal copy at http://is.gd/9SAfJR

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide nd engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher
trying to shed some light on one of the central and most
unsettling aspects of human existence. In this insightful,
illuminating, probing exploration of the mystery of illness,
Tisdale also outlines the limits of the effectiveness of
treatments and cures, even with modern medicine's store of
technology and drugs. These are often called "miracles" of modern
medicine. But from this author's perspective, with the most
serious, life-threatening, illnesses, doctors and other health-
care professionals are like sorcerer's trying to work magic on
them. They hope to bring improvement, but can never be sure what
they do will bring it about. Tisdale's intent is not to debunk
modern medicine, belittle its resources and ways, or suggest that
the medical profession holds out false hopes. Her intent is do
report on the mystery of serious illness as she has witnessed it
and from this, imagined what it is like in her varied work as a
registered nurse. She also writes from her own experiences in
being chronically ill when she was younger and the pain and
surgery going with this.

She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in. I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better. Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine. Because of
the volume of patients, they do not get to spend much time with
any one or a few of them. It's all they can do to apply the
prescribed treatment, apply more of it if it doesn't work the
first time, and try something else if this treatment doesn't seem
to be effective. Added to this is keeping up with the new medical
studies and treatments. But Tisdale stepped out of this problem-
solving outlook, can-do, perfectionist mentality by opting to
spend most of her time in nursing homes, where she would be among
old persons she would see regularly, away from the high-charged
atmosphere of a hospital with its "many medical students,
technicians, administrators, and insurance review artists." To
stay on her "medical toes," she balanced this with working
occasional shifts in a nearby hospital. In her hospital work, she
worked in a neonatal intensive care unit (NICU), intensive care
unit (ICU), a burn center, and in a surgery room. From this
combination of work with the infirm, ill, and the latest medical
technology and procedures among highly-skilled professionals,
Tisdale learned that "being sick is the strangest of states." This
is not the lesson nearly all other health-care workers come away
with. For them, sick persons are like something that has to be
"fixed." They're focused on the practical, physical matter of
treating a malady. Unlike this author, they're not focused
consciously on the nature of pain and what the patient is
experiencing. The pragmatic, results-oriented medical profession
is focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen
with blood and tissue fluid, its entire surface layered with
pus...The pressure in the skull increases until the winding
convolutions of the brain are flattened out...The spreading
infection and pressure from the growing turbulent ocean sitting on
top of the brain cause permanent weakness and paralysis,
blindness, deafness...." This dramatic depiction of meningitis
brings together medical facts, symptoms, and effects on the
patient. Tisdale does this repeatedly to present illness and the
persons whose lives revolve around it from patients and relatives
to doctors and nurses in a light readers could never imagine, even
those who are immersed in this world.

Tisdale's main point is that the miracles of modern medicine do
not unquestionably end the miseries of illness, or even
unquestionably alleviate them. As much as they bring some relief
to ill individuals and sometimes cure illness, in many cases they
bring on other kinds of pains and sorrows. Tisdale reminds readers
that the mystery of illness does, and always will, elude the
miracle of medical technology, drugs, and practices. Part of the
mystery of the paradoxes of treatment and the elusiveness of
restored health for ill persons she focuses on is "simply the
mystery of illness. Erosion, obviously, is natural. Our bodies are
essentially entropic." This is what many persons, both among the
public and medical professionals, tend to forget. "The Sorcerer's
Apprentice" serves as a reminder that the faith and hope placed in
modern medicine need to be balanced with an awareness of the
mystery of illness which will always be a part of human life.


                            *********

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 ***