TCR_Public/150701.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, July 1, 2015, Vol. 19, No. 182

                            Headlines

AEROSTAR AIRPORT: Moody's Rates $50MM Notes Due 2035 'Ba2'
AIR CANADA: Moody's Raises Corp Family Rating to B1, Outlook Stable
ALLIANCE ONE: Effects 1-for-10 Reverse Common Stock Split
AMERICAN POWER: Amends Previously Issued Financial Reports
AMERIFORGE GROUP: Moody's Lowers CFR to Caa1, Outlook Stable

APOLLO MEDICAL: Delays Fiscal 2015 Form 10-K
ASSOCIATED WHOLESALERS: Has Until Aug. 10 to File Plan
BAHA MAR: Files for Ch. 11 to Complete Construction
BAHA MAR: Seeks Approval of First Day Motions
BAHA MAR: Wants to Pay $5 Million to Critical Vendors

BAHA MAR: Wants Until Aug. 28 to File Schedules
BANKERS' BANCORPORATION: Case Summary & Largest Unsecured Creditor
BKSMM INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
BLUE BUFFALO: Moody's Raises Corp. Family Rating to 'Ba3'
BON-TON STORES: Enters Into $84-Mil. Sale-Leaseback Agreement

CAL DIVE: Claims Bar Date Set for August 10
CAMPBELLSPORT VILLAGE: S&P Lowers Longterm Rating to 'BB+'
CAPSULE INT'L: CB Richard Okayed as Exclusive Property Manager
CAPSULE INTERNATIONAL: CBRE Inc. Approved as Property Manager
CARDINAL ENTERPRISES: Case Summary & 20 Top Unsecured Creditors

CENTRAL GARDEN: Moody's Hikes Corp. Family Rating to 'B1'
COEUR MINING: Moody's Assigns Ba3 Rating to New $100MM Term Loan
CONSTAR INT'L: Judge Extends Deadline to Remove Suits to July 13
CROWN MEDIA: Moody's Rates New $425-Mil. First Lien Loans 'B1'
CROWN MEDIA: Stockholders Elect 12 Directors

CYRUSONE LP: Moody's Affirms 'B1' CFR & Alters Outlook to Stable
DR. TATTOFF: Andrew M. Heller 2009 Reports 12.3% Equity Stake
DUCOMMUN INC: S&P Affirms 'B+' CCR & Revises Outlook to Positive
FIRST DATA: S&P Assigns 'BB-' Rating on US$725MM & EUR250MM Loans
FRANKLIN PIERCE: Moody's Affirms Caa3 Rating on 1998/2004 Rev Bonds

GARLOCK SEALING: Motley Rice to Serve Until Plan Confirmation
GCI INC: S&P Affirms 'BB-' Corporate Credit Rating, Outlook Stable
GOLD RIVER: The Tsangs Granted Limited Relief from Automatic Stay
GOLDEN COUNTY: US Trustee to Continue Creditors Meeting on July 16
GULF PACKAGING: Approved to Pay Prepetition Wages and Expenses

IRONGATE ENERGY: Moody's Assigns 'Caa2' CFR, Outlook Negative
LAND O' LAKES: Fitch Maintains 'BB' Jr. Sub. Securities Rating
LMI AEROSPACE: Moody's Lowers CFR to B3, Outlook Stable
MANCONIX INC: Case Summary & 20 Largest Unsecured Creditors
MCKEESPORT AREA: Moody's Lowers GO Rating to Ba1, Outlook Negative

MIG LLC: Needs Oct. 27 Extension of Exclusive Plan Filing Date
ODYSSEY CONTRACTING: Case Summary & 13 Top Unsecured Creditors
RADIOSHACK CORP: Aug. 26 Joint Plan & Disclosures Hearing
REVLON CONSUMER: Moody's Affirms Ba3 CFR, Alters Outlook to Stable
REXNORD LLC: S&P Revises Outlook to Stable & Affirms 'BB-' CCR

SABINE PASS: Moody's Affirms B1 Rating on $2.1BB Sr. Secured Bonds
SABINE PASS: S&P Affirms 'BB+' Rating on Sr. Secured Facilities
SAN GOLD: Canada Court Sets July 19 Claims Bar Date
SARATOGA RESOURCES: Files List of 20 Largest Unsecured Creditors
SARATOGA RESOURCES: Needs Until Aug. 3 to File Schedules

SARATOGA RESOURCES: Seeks to Use Noteholders' Cash Collateral
SIERRA HAMILTON: S&P Lowers CCR to 'CCC+', Outlook Stable
SOUTHEASTERN BOLT: Case Summary & 20 Largest Unsecured Creditors
TIERRA DEL REY: Case Summary & 16 Largest Unsecured Creditors
TOLLENAAR HOLSTEINS: Gets Approval to Obtain Loan From Hartford

TRANS UNION: Moody's Assigns 'B1' Corp. Family Rating
U.S. EDUCATION IV: Fitch Raises Subordinate Notes Rating to BBsf
US FOODS: Moody's Confirms 'B3' Corp Family Rating, Outlook Stable
VERSO PAPER: S&P Raises Corp Credit Rating to 'B-', Outlook Stable
WINTRUST FINANCIAL: Fitch Assigns 'B+' Rating to Series D Stock

XINERGY CORP: Gaddy Okayed as Committee's Mining Consultant
XRIMZ LLC: Case Summary & 21 Largest Unsecured Creditors

                            *********

AEROSTAR AIRPORT: Moody's Rates $50MM Notes Due 2035 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigns a Ba2 rating to the issuance of
US$50 million 6.75% senior secured notes by Aerostar Airport
Holdings, LLC (Aerostar or AAH) that mature in 2035.  The outlook
is negative.

RATINGS RATIONALE

Aerostar is the project company selected by the Commonwealth of
Puerto Rico (Caa2/negative) to operate Luis Munoz Marin Airport
(LMM), the largest commercial airport in Puerto Rico, under a 40
year lease agreement that commenced in 2013.  AAH is jointly owned
by Highstar Capital IV L.P. and Aeropuerto de Cancun S.A. de C.V.

AAH has issued the Notes to refinance the outstanding $50 million
Capex Facility that it entered into at the time of the issuance of
its USD $350 million senior secured notes with a maturity of 2035
(2013 Notes, Ba2 negative), the 2013 Notes were issued to partially
finance the acquisition of its long term lease of LMM. The Capex
Facility was undertaken at that time to provide funding for early
stage airport capital improvement projects and it was to mature in
March 2016.  The Notes have the same terms, maturity, and rank
pari-passu with the 2013 Notes.

AAH is maintaining adequate enplanement growth and very solid
revenue growth despite the Puerto Rican economy's severe economic
situation given it is more dependent on tourism, especially related
to travelers from the United States, rather than on the domestic
economy.  LMM recorded flat enplanement growth in 2013, growth of
3% during 2014 and year to date growth of 1.2% as of March 2015.
Total revenues in 2014 (audited) increased by 28% driven by solid
growth of aeronautical revenues of 17% and of non-aeronautical
revenues of 57%.  The significant improvement in non-aeronautical
revenues is the result of the concession's focus on maximizing
commercial and other non-aeronautical revenues, a business strategy
that was not the focus of the airport's previous management.
Ultimately, the greater diversification of airport revenues
strengthens LMM's resilience against the stressed local economy.
Also, a 15 year Airline Use Agreement with signatory airlines
provides a stable floor of aeronautical revenues at $62 million per
year, roughly 60% of total revenues in 2014, regardless of
passenger or enplanement volumes.  Funds From Operations to Debt
calculated on a Moody's basis is 6.4% and the Cash Interest
Coverage Ratio is 2.4 times indicating AAH can adequately meet its
borrowing costs.

The rating outlook is negative, mirroring the negative outlook on
the Caa2 rating of the Commonwealth of Puerto Rico, and consistent
with our view that the airport's creditworthiness cannot be
completely de-linked from the current stresses facing the
government, economy and population of the Commonwealth of Puerto
Rico.  If Aerostar's passenger traffic and financial performance
deteriorates in the near term or if we deem that there is a higher
likelihood that the government could take any action that might
impact the project's revenue generation, profitability, or ability
to operate, the rating could face downward pressures.

The principal methodology used in this rating was Privately Managed
Airports and Related Issuers published in December 2014.



AIR CANADA: Moody's Raises Corp Family Rating to B1, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service upgraded Air Canada's corporate family
rating to B1 from B2, probability of default rating to B1-PD from
B2-PD, second lien secured notes rating to B2 from B3, unsecured
notes rating to B3 from Caa1, and confirmed the Ba3 rating on the
first lien secured credit facilities and first lien secured notes.
Moody's also upgraded the ratings on Air Canada's 2013-1 Class A,
Class B and Class C Pass Through Trust Certificates by one notch
each to A3, Ba1, and Ba3 respectively.  Air Canada's speculative
grade liquidity rating was affirmed at SGL-2.  The rating outlooks
for Air Canada and the Air Canada Pass Through Trust Certificates
are stable.  This action concludes a review for upgrade initiated
on June 15, 2015.

"The upgrade of the CFR reflects the reduction in adjusted debt due
to changes in Moody's approach for capitalizing operating leases
and expectations that lower jet fuel prices and favorable demand
will sustain Air Canada's good financial performance through the
next 12 to 18 months despite foreign exchange headwinds and
competitive pressures," said Peter Adu, Moody's lead analyst for
Air Canada.  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 Ba3 rating on Air Canada's first lien senior secured credit
facilities and first lien secured notes was confirmed, despite the
one notch upgrade of the CFR, because of the considerable increase
in first lien secured debt (aircraft financing) in the capital
structure compared to when these instruments were initially rated.
As well, improvement in Air Canada's pension underfunding removes
loss absorption capacity provided to the first lien secured debt.

Ratings Upgraded:

Issuer: Air Canada

Corporate Family Rating, to B1 from B2
Probability of Default Rating, to B1-PD from B2-PD
US$300 million 2nd lien senior secured notes due 2020, to B2 (LGD5)
from B3 (LGD4)
US$400 million senior unsecured notes due 2021, to B3 (LGD5) from
Caa1 (LGD5)

Issuer: Air Canada 2013-1 Pass Through Trusts

US$425 million Class A senior secured Enhanced Equipment Trust
May 15, 2025, to A3 from Baa1
US$182 million Class B senior secured Enhanced Equipment Trust
May 15, 2021, to Ba1 from Ba2
US$108 million Class C senior secured Enhanced Equipment Trust
May 15, 2018, to Ba3 from B1

Ratings Confirmed:

Issuer: Air Canada

US$210 million 1st lien senior secured bank credit facility due
2018, to Ba3 (LGD3) from Ba3 (LGD2)
US$300 million 1st lien senior secured bank term loan B due 2019,
to Ba3 (LGD3) from Ba3 (LGD2)
C$300 million 1st lien senior secured notes due 2019, to Ba3 (LGD3)
from Ba3 (LGD2)
US$400 million 1st lien senior secured notes due 2019, to Ba3
(LGD3) from Ba3 (LGD2)

Rating Affirmed:

Issuer: Air Canada
Speculative Grade Liquidity Rating, SGL-2

Outlook:

Issuers: Air Canada and Air Canada 2013-1 Pass Through Trusts
Changed To Stable From Under Review

RATINGS RATIONALE

Air Canada's B1 CFR primarily reflects its high cost structure,
competitive pressures, exposure to economic cycles and foreign
exchange fluctuations, and execution risks with its expansion plans
but mitigated by its meaningful scale, good market positions, and
benefits from its position in the Star Alliance network.  The
rating also reflects expectations that its substantial capital
commitments will result in negative free cash flow generation over
the next few years.  The rating considers that lower jet fuel
prices, favorable demand for travel, and ongoing cost improvement
initiatives will enable leverage (adjusted Debt/EBITDA) to be
sustained around 4x through the next 12 to 18 months.

Moody's uses estimates of current market value when assessing the
loan-to-value (LTV) of an enhanced equipment trust certificate
(EETC) financing.  Moody's estimates the peak LTVs of the A, B and
C tranches at about 53%, 75%, and 90%, respectively.  The A3, Ba1
and Ba3 EETC ratings also reflect Moody's opinion of the importance
of the five Boeing B777-300ER aircraft that collateralize the
transaction to the company's long-haul network strategy, and the
support of the Class A and Class B liquidity facilities.

Air Canada's has good liquidity (SGL-2), supported by C$2.9 billion
of cash and short-term investments at March 31, 2015 and a US$210
millionunused committed revolver due September 2018.  These sources
are more than sufficient to fund mandatory annual debt repayments
around C$500 million for 2015 and 2016.  Moody's expects Air
Canada's ongoing aircraft purchases will contribute to about C$800
million of negative free cash flow in 2015/16.  Air Canada has
flexibility to raise capital from asset sales to boost liquidity
should the need arise.

The stable ratings outlook reflects expectations that Air Canada
will maintain credit metrics appropriate for the B1 CFR as it
implements its capacity expansion plans.

An upgrade could occur if Air Canada effectively executes its
expansion plans and cost reduction initiatives while sustaining
adjusted Debt/EBITDA below 4x and EBIT/Interest above 2.5x.
Downward rating pressure could occur if Air Canada sustains
adjusted Debt/EBITDA above 5x and EBIT/Interest towards 1.5x.
Deterioration in liquidity could also cause a downgrade.

The methodologies used in these ratings were Global Passenger
Airlines published in May 2012, and Enhanced Equipment Trust And
Equipment Trust Certificates 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.

Air Canada is the largest provider of scheduled airline passenger
services to and from Canada.  Revenue for the twelve months ended
March 31, 2015 was C$13.5 billion.  The company is headquartered in
Saint-Laurent, Quebec, Canada.



ALLIANCE ONE: Effects 1-for-10 Reverse Common Stock Split
---------------------------------------------------------
Alliance One International, Inc., filed with the Virginia State
Corporations Commission Articles of Amendment of its Amended and
Restated Articles of Incorporation to effect its recently announced
1:10 reverse split of its common stock.  According to a document
filed with the Securities and Exchange Commission, the Articles of
Amendment became effective at 11:59 p.m., Eastern time on June 26,
2015, and provide that:

   * as of the Effective Time every 10 shares of issued and
     outstanding the Company's common stock will be automatically
     combined into one issued and outstanding share of common
     stock; and

   * no fractional shares will be issued as a result of that
     reclassification, and a holder of record of common stock at
     the Effective Time who would otherwise be entitled to a
     fraction of a share will, in lieu thereof, be entitled to
     receive one full share of common stock.

In connection with the reverse split of the Company's common stock,
the Company has adopted a new form of certificate to evidence its
common stock following the Effective Time.  That form of
certificate bears the CUSIP number assigned to the Company's common
stock after the Effective Time (CUSIP No. 018722 301).

On June 24, 2015, the Board of Directors of the Company approved,
effective as of that date, an amendment to the Company's bylaws to
decrease the size of the Company's Board of Directors from 11 to 10
upon the commencement of the annual meeting of shareholders held in
2015.

                        About Alliance One

Alliance One International is a leading global independent leaf
merchant.  Visit the Company's Web site at http://www.aointl.com/


Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87.0 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.

As of March 31, 2015, Alliance One had $1.60 billion in total
assets, $1.40 billion in total liabilities and $236 million in
total equity.

                            *    *    *

As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3.  The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.

The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.


AMERICAN POWER: Amends Previously Issued Financial Reports
----------------------------------------------------------
American Power Group Corporation has amended its quarterly reports
on Form 10-Q for the periods ended Dec. 31, 2013, March 31, 2014,
June 30, 2014, Dec. 31, 2014, and annual report for the year ended
Sept. 30, 2014, to correct an accounting error.

In conjunction with the private placement of the Company's 10%
Convertible Preferred Stock in April 2012, the Company issued
warrants which contained anti-dilution adjustment provisions that
protect the holders from the dilutive effects of subsequent
issuances of its Common Stock at prices below the warrants'
exercise prices.  These provisions, however unlikely to be
triggered, could result in downward adjustments of the exercise
prices of the warrants and, therefore, increases in the number of
shares of the Company's Common Stock issuable upon their exercise.


In October 2012, the Financial Accounting Standards Board issued
ASU 2012-04, Technical Corrections and Improvements, which
contained technical corrections to guidance on which the Company
had previously relied in forming its initial conclusions regarding
the accounting for warrants containing these anti-dilution
protections.  Based upon the Company's extensive review of ASU
2012-04, the Company has now concluded that these warrants did not
meet the criteria for classification as equity, as previously
recorded, and must be recorded as a liability, with the value of
the warrants recorded at fair value on the transition/effective
date, and subsequent changes in fair value recorded in earnings on
a quarterly basis.  Based on transition guidance provided, the
Company determined its effective/transition date for implementation
of ASU 2012-04 to be Oct. 1, 2013.

For the three months ended Dec. 31, 2013, the Company recorded a
net loss available to common stockholders of $732,634 on $1.8
million of net sales, compared to a net loss available to common
stockholders of $408,613 on $1.8 million of net sales as previously
reported.  A full-text copy of the Amended Dec. 31, 2013 Form 10-Q
is available for free at http://is.gd/slYMHy

For the three months ended March 31, 2014, the Company reported a
net loss available to common stockholders of $9.9 million on $1.2
million of net sales, compared to a net loss available to common
stockholders of $890,973 on $1.2 million of net sales as originally
reported.  A full-text copy of the March 31, 2014, Form 10-Q, as
amended, is available at http://is.gd/JC4GER

The Company reported net income available to common stockholders of
$7.6 million on $1.7 million of net sales for the three months
ended June 30, 2014, compared to a net loss available to common
stockholders of $925,991 on $1.7 million of net sales as originally
reported.  A full-text copy of the June 30, 2014, Form 10-Q/A is
available for free at http://is.gd/dmXhfk

The Company reported net income available to common stockholders of
$2.9 million on $1 million of net sales for the three months ended
Dec. 31, 2014, compared to a net loss available to common
stockholders of $1.4 million on $1 million of net sales as
previously reported.  A full-text copy of the Dec. 31, 2014, Form
10-Q/A is available at http://is.gd/8D2FEi

For the year ended Sept. 30, 2014, the Company recorded a net loss
available to common stockholders of $920,066 on $6.3 million of net
sales compared to a net loss available to common stockholders of
$3.2 million on $6.3 million of net sales as previously disclosed.
A full-text copy of the Form 10-K/A is available for free at
http://is.gd/Zr3Wk9

                     About American Power Group

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

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

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


AMERIFORGE GROUP: Moody's Lowers CFR to Caa1, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Ameriforge Group Inc.'s
(AFGlobal) Corporate Family Rating to Caa1 from B3 and Probability
of Default Rating (PDR) to Caa1-PD from B3-PD.  Concurrently,
Moody's downgraded the first lien senior secured ratings to B3 from
B2 and the second lien senior secured bank credit facilities to
Caa3 from Caa2.  The rating outlook is stable.

The ratings downgrade reflects the contraction in revenue caused by
weak demand in its oil and gas end markets.  Moreover, the
company's credit metrics and liquidity have weakened.  Moody's
anticipate the company's performance to remain weak until oil
market activity strengthens meaningfully.  The company's cash flow
has been pressured by higher accounts receivable and inventories at
a time when there is reduced availability under its revolving
credit facility.  Moody's expects AFGlobal to remain focused on
cost restructuring and prudent working capital management in order
to maintain sufficient liquidity to maintain operations.

Issuer: Ameriforge Group, Inc.

Ratings Downgraded:

Corporate Family Rating, Downgraded to Caa1 from B3;
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD;
Senior Secured Bank First Lien Revolving Credit Facility,
Downgraded to B3 (LGD3) from B2(LGD3);
Senior Secured Bank First Lien Term Loan, Downgraded to B3 (LGD3)
from B2 (LGD3);
Senior Secured Bank Second Lien Term Loan, Downgraded to Caa3
(LGD5) from Caa2 (LGD5).
Outlook: The rating outlook is stable.

RATINGS RATIONALE

AFGlobal's Caa1 CFR reflects uncertainty surrounding demand from
the highly-cyclical oil and gas markets.  The ratings reflect high
leverage anticipated to remain above 7 times (inclusive of Moody's
operating lease adjustments) through 2015 and the expectation that
its margins will remain under pressure even as management focuses
on expense reduction.  The company also serves the Aerospace,
Industrial, and Power Generation end markets that represent the
minority of its sales.

Moody's considers AFGlobal to have a weak liquidity position.  Cash
balances, $21 million as of Q1-2015, remain low.  Free cash flow
was negative $22 million for the last twelve month period ended
March 31, 2015.  Availability under the revolving credit facility
of $110 million due 2017 exceeded $60 million as of Q1-2015.
However, it could decline if AFGlobal does not remain focused on
cost restructure and efficient management of accounts receivables
and inventory balances.

The rating outlook is stable and incorporates Moody's expectation
that oil and gas activity should stabilize at or above current
levels.  It is also incorporates that the company will work to
manage its cost structure and working capital to generate free cash
flow.

The ratings or outlook could deteriorate if the company's liquidity
position were to further weaken such that access to the revolver
were to be limited by the lack of headroom under its financial
covenants in addition to negative free cash flow generation.  A
decrease in year-over-year margins projected for 2016 beyond 2015's
decline could also pressure the ratings.  A large debt financed
acquisition that results in higher leverage could merit a further
downward rating action.  Specifically, debt/EBITDA sustained above
7.5 times and EBITDA coverage of interest below 1.25 times could
lead to a ratings downgrade.

A positive outlook or a ratings upgrade is unlikely until the
number of oil and gas projects begins to increase.  Even then,
leverage would be anticipated to improve to under 6 times on a
sustained basis.  Core fundamental business improvement including
positive revenue growth and margin expansion would need to be
evident.

Ameriforge Group Inc. (AFGlobal), headquartered in Houston, Texas,
is a manufacturer of mission-critical products for a number of
segments within the Oil and Gas, General Industrial, Power
Generation, and Aerospace/Transportation end markets.  Revenues for
the last twelve months ending March 31, 2015 were $841 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.



APOLLO MEDICAL: Delays Fiscal 2015 Form 10-K
--------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the period ended
March 31, 2015.

The Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-K for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-K impracticable without undue hardship
and expense.  The Company expects to file that report no later than
15 days after its original prescribed due date.

According to the Company, it has experienced organic growth, made
various acquisitions and entered into various strategic
transactions during its fiscal year that have had a significant
effect on its results of operations during the quarter and the
fiscal year.  As a result, for the three months ended March 31,
2015, compared to the three months ended March 31, 2014, the
Company currently expects net revenues will have increased to
approximately $9.6 million from approximately $3.2 million and net
loss will have decreased to approximately breakeven from
approximately $1.2 million.  For the 12 months ended March 31,
2015, compared to the 12 months ended March 31, 2014, the Company
currently expects net revenues will have increased to approximately
$33 million from approximately $11.2 million and net loss will have
decreased to approximately $1.3 million from approximately $5.1
million.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.

As of Dec. 31, 2014, the Company had $15.02 million in total
assets, $16.5 million in total liabilities, and a $1.47 million
total stockholders' deficit.


ASSOCIATED WHOLESALERS: Has Until Aug. 10 to File Plan
------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended through and including Aug. 10, 2015, the
period in which ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., et
al., have the exclusive right to file a Chapter 11 plan and through
and including Oct. 5, 2015, the period in which the Debtors have
the exclusive right to solicit acceptances of that plan.

In support of their extension request, the Debtors state: "The
Debtors intend to maintain the speed and efficiency of these
Chapter 11 Cases as they work to liquidate the Debtors' remaining
assets and formulate a Chapter 11 liquidating plan; however, the
Debtors are mindful of the time required to monetize certain
remaining assets, conduct an analysis of claims filed and work with
the Official Committee of Unsecured Creditors and other
constituents to negotiate a consensual plan.  The Debtors also
require sufficient time to consider plan structure alternatives and
the financial implications of each so that the resulting plan
serves the best interests of the Debtors and their creditors.  The
Debtors thus seek a brief extension of the Exclusive Periods so
that the Debtors, in consultation with their key constituents, can
work to develop a viable chapter 11 plan."

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States.  AWI is owned by its 500 retail
members, who in turn operate supermarkets.  AWI had 1,459
employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its origins
to 1886, when brothers Joseph and Sigel Seeman founded Seeman
Brothers & Doremus to provide grocery deliveries throughout New
York City.  White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey.  White
Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.  The Debtors were granted joint administration of
their Chapter 11 cases for procedural purposes, under the lead case
of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092.

As of the Petition Date, the Debtors owe the Bank Group (consisting
of lenders, Bank of America, N.A., Bank of American Securities LLC
as sole lead arranger and joint book runner, Wells Fargo Capital
Finance, LLC as joint book runner and syndication agent, and RBS
Capita, as documentation agent) an aggregate principal amount of
not less than $131,857,966 (inclusive of outstanding letters of
credit), plus accrued interest.  The Debtors estimate trade debt of
$72 million.  AWI Delaware disclosed $11,440 in assets and
$125,112,386 in liabilities as of the Chapter 11 filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors
to the Debtors, Lazard Middle Market is serving as financial
advisor, and Carl Marks Advisors is serving as restructuring
advisor to AWI.  Carl Marks' Douglas A. Booth has been tapped as
chief restructuring officer.  Epiq Systems serves as the claims
agent.

The Official Committee of Unsecured Creditors tapped to retain Hahn
& Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.

The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers, which changed
its name to AWI Delaware, Inc., prior to the approval of the sale,
to sell substantially all of its assets, including their White Rose
grocery distribution business, to C&S Wholesale Grocers, Inc.

The C&S purchase price consists of the lesser of the amount of the
bank debt, which totals about $18.1 million and $152 million, plus
other liabilities, which amount is valued at $194 million.  C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.

AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that
closing occurred in connection with the sale of their assets to
C&S.  AWI Delaware subsequently changed its name to ADI
Liquidation, Inc., following the closing of the sale.


BAHA MAR: Files for Ch. 11 to Complete Construction
---------------------------------------------------
Sarkis Izmirlian, Chairman and Chief Executive Officer of Baha Mar
Ltd., the developer of the Baha Mar resort, on June 29 disclosed
that, in order to complete construction and open Baha Mar as soon
as practicable, Baha Mar Ltd., and entities associated with it, are
voluntarily undertaking the process of Chapter 11 under the U.S.
Bankruptcy Code.

The Board of Directors has determined that due to the financial
consequences of the repeated delays by the general contractor, and
the resulting loss of revenue, the Chapter 11 process is the best
path to provide the time to put in place a viable capital structure
and working relationships to complete construction and successfully
open Baha Mar.  The voluntary Chapter 11 filing has been made in
the U.S. Bankruptcy Court for the District of Delaware.  Baha Mar
Ltd. will be filing an application in the Supreme Court of The
Commonwealth of the Bahamas seeking approval of the U.S. court
orders.

To help assure that we move down this path efficiently, Baha Mar's
developer, Sarkis Izmirlian, has agreed to arrange the funding for
the Debtor-in-Possession (DIP) financing facility.  This financing
will, among other things, enable Baha Mar to operate and meet its
financial obligations in the interim during the Chapter 11 process.
Specifically, the total DIP facility is up to $80 million of which
up to $30 million will be utilized by Baha Mar over the next 30
days.


Mr. Izmirlian stated, "I am committed to doing all I realistically
can to move Baha Mar forward to be completed and opened
successfully.  I am confident that, once opened, Baha Mar will be a
world-class destination resort that will attract guests from around
the world and serve as a key economic sparkplug to The Bahamas.
The Chapter 11 process provides the appropriate venue to create a
viable financial structure that places Baha Mar's interests
foremost."

Mr. Izmirlian continued, "The general contractor repeatedly has
missed construction deadlines.  This has caused both sizeable delay
costs and forced the resort to postpone its opening.  Unable to
open, the resort has been left without a sufficient source of
revenue to continue our existing business.

"In fact, after the general contractor made a guarantee to us in
November 2014, and then again in January 2015, that Baha Mar would
be able to open in its entirety on March 27, 2015, we undertook all
preparations necessary for this promised opening date, including
significant hiring and training of nearly two thousand employees
and purchasing of goods and services.  Indeed, even when we
subsequently found out that the March 27 deadline was not feasible
because the general contractor had still not completed
construction, rather than simply downsizing, we maintained our
employment levels in anticipation of a revised opening date,
utilizing our financial resources to pay employees to continue
their work at the project and participate in volunteer activities
around the island for the benefit of the country.

"At the same time, we sought the help of Baha Mar's major lender to
bring to fruition the completion of construction and the successful
opening of Baha Mar, including informing both the lender and the
general contractor of our willingness to invest more of our own
funds to help cover the delay costs. Unfortunately, our efforts, as
well as those of the Bahamian government, have not accomplished
that objective. Construction on the project remains incomplete and,
consequently, we have not been in a position to set a revised
opening date.  Thus, the Chapter 11 process is the best path for
Baha Mar to now undertake.

"Baha Mar believes that a negotiated solution is possible among the
existing parties to the resort project that would lead to its
completion and successful opening.  To position ourselves to
achieve that goal, and to allow time to explore a consensual
solution, Baha Mar will continue for a period to operate and fund
payroll.  We will do our very best to continue to engage the
resort's lender to reach a consensual resolution that assures our
ability to complete construction and open successfully.  However,
if we cannot reach a consensual resolution in the next few weeks,
we will have to make some extremely difficult decisions that would
include workforce reductions."

"The people of The Bahamas should no longer have to endure the
adverse effects of the general contractor not fulfilling assurances
regarding the completion of Baha Mar's construction, forcing in
turn embarrassing delays of Baha Mar's opening.  Nor should members
of the travel industry and guests continue to face understandable
frustration and disappointment caused by the failure to complete
construction.  All of this now stops with and can be remedied
through the Chapter 11 process," said
Mr. Izmirlian.        

"I want to thank the government of The Bahamas and the Prime
Minister in particular for their efforts on behalf of Baha Mar and
deeply appreciate their support.  They, like us, want Baha Mar to
succeed and for this resort to be as magnificent as planned.  The
process on which we now are embarking is a path, not a destination,
for us to achieve our priority of completing construction and
opening Baha Mar as a leading premier international resort in The
Bahamas."

By filing the Chapter 11 cases, Baha Mar has subjected itself to
the supervision of the United States Bankruptcy Court and has
obtained the numerous protections available to the company under
the U.S. Bankruptcy Code.  These include, among other things,
protection from creditor actions and claims against the company,
and all of its assets or property, wherever located, through the
injunctive relief provided by the Automatic Stay.

Customary First Day Motions are being filed with the court, seeking
approval for, among other things, debtor-in-possession financing to
fund continued payment of salaries and benefits, and payment to
ordinary course suppliers and vendors of any post-petition claims.

The entities concurrently filing for Chapter 11 under the U.S.
Bankruptcy Code in the District of Delaware with respect to Baha
Mar are: Northshore Mainland Services Inc. (9087); Baha Mar
Enterprises Ltd.; Baha Mar Entertainment Ltd.; Baha Mar Land
Holdings Ltd.; Baha Mar Leasing Company Ltd.; Baha Mar Ltd.; Baha
Mar Operating Company Ltd.; Baha Mar Properties Ltd.; Baha Mar
Sales Company Ltd.; Baha Mar Support Services Ltd.; BML Properties
Ltd.; BMP Golf Ltd.; BMP Three Ltd.; Cable Beach Resorts Ltd.; and
Riviera Golf Ventures Ltd.

The Melia Nassau Beach resort will continue to operate normally
during the Chapter 11.

Milbank, Tweed, Hadley & McCoy, LLP and Kobre & Kim, LLP are acting
as legal advisors, and Moelis & Company is acting as financial
advisor to the filing entities.

                          About Baha Mar

Baha Mar -- http://www.bahamar.com-- is set on 3,000 feet of white
sandy beach just 10 minutes from Nassau's fully renovated and
expanded international airport.  It will feature elite hotels with
gaming, entertainment, private residences, shopping and natural
attractions that reflect an authentic Bahamian experience.
Amenities will include a Jack Nicklaus Signature golf course;
200,000 square feet of flexible convention facilities, including a
2,000-seat entertainment venue; art galleries featuring Bahamian
art; more than 40 restaurants, bars and clubs; global luxury
designer and local artisan boutiques; and 20 acres of exquisitely
landscaped beach and pool experiences, including a beachfront
sanctuary with native Bahamian flora and fauna.  


BAHA MAR: Seeks Approval of First Day Motions
---------------------------------------------
Baha Mar Ltd. and other associated entities have sought Chapter 11
bankruptcy protection as the Company ran out of cash before it
could open its 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas, which is 97% complete and in the
final stages.

The Debtors' project, when fully completed, will be one of the
largest employers in The Bahamas.  However, as a result of
extensive construction delays and missed deadlines as well as other
performance failures by CCA, a unit of China State Construction,
the project's general contractor and construction manager, the
project's opening has been delayed twice.

Due to the considerable construction delays, additional expenses
incurred mitigating CCA's breaches and failures to perform,
extended operations costs, the significant costs of hiring and
retaining the new employees in the hope of opening the project, the
lack of meaningful revenue generation, and the absence of a
definitive construction completion date, the Debtors exhausted
their liquidity and were forced to commence the Chapter 11 Cases.

The Debtors still believe that a negotiated solution is possible
among the existing parties to the project that would lead to its
completion and successful opening.

To position themselves to achieve the goal of completing the Baha
Mar project, in addition to continuing operations of the Melia
Nassau Beach resort without interruption, the Debtors will continue
to operate and fund payroll for the project until further court
hearings, which are anticipated to take place in three weeks' time.
During such time, the Debtors will explore avenues to finish
construction, secure any necessary additional financing through a
chapter 11 recapitalization, and monetize certain assets, the most
significant of which are their construction claims against CCA, its
subcontractors, and/or CSCEC.

Sarkis Izmirlian, who has invested nearly $900 million for the
project, has agreed to provide the Debtors with $80 million in DIP
financing to be able to operate and fund the project while in
Chapter 11.  The Debtors have filed a motion seeking approval to
access DIP financing from Izmirlian's Granite Ventures Ltd., as
initial DIP lender and administrative agent.

As of the Petition Date, the Debtors' unaudited balance sheets
reflected total assets of approximately $3.1 billion and total
liabilities of approximately $2.7 billion.  The Debtors' material
debt obligations principally consist of approximately $2.4 billion
in loans under a secured credit agreement with CEXIM Bank,
approximately $140 million allegedly owed to CCA under the Main
Construction Contract, and approximately $123 million in trade
debt.  The Debtors have approximately $9.33 million in cash on hand
as of the Petition Date.

                          The Project

Once completed and fully operational, the Baha Mar project will
include four new hotels with 2,323 guest rooms (inclusive of 284
condos and villas), a casino, and a convention center:

   a. Baha Mar Casino & Hotel: A 100,000 square foot Las
Vegas-style casino and premiere hotel with 1,068 rooms and suites,
designed to appeal to international casino clientele, and boasting
dedicated VIP entrances, suite levels, and VIP/premium gaming
areas.  Once the project is completed, the Baha Mar Casino & Hotel
will be operated by GGAM Bahamas Holdings, LLC.

   b. The Grand Hyatt Hotel and Convention Center at Baha Mar: A
premiere hotel with 733 rooms and suites designed to cater to
business guests utilizing the connected convention center, which
boasts 84,000 square feet of standalone, flexible facility space
capable of accommodating large-scale performances, events and
conferences, including three ballrooms of 33,000, 18,000, and
15,000 square feet, and 18,000 square feet of additional meeting
and board rooms allowing the convention center to accommodate a
variety of events concurrently.  Once the project is completed, the
Grand Hyatt Hotel and Convention Center at Baha Mar will be
operated by Hyatt Services Caribbean LLC.  In addition, the hotel
has certain for-sale residential condominium units, a number of
which are under contract.

   c. The Rosewood at Baha Mar: A "luxury" hotel with 232 rooms and
suites designed to appeal to upscale guests, featuring its own
ballroom, meeting facilities, private spa and salon.  Once the
project is completed, Rosewood at Baha Mar will be operated by
Rosewood Hotels & Resorts LLC.  In addition, the hotel has certain
for-sale residential condominium and villa units, a number of which
are under contract.

   d. The SLS Lux at Baha Mar: A "lifestyle" hotel with 299 rooms
and suites designed to appeal to younger guests who prefer a more
modern and trendy hotel.  Once the Project is completed, the SLS
Lux at Baha Mar will be operated by SBE Hotel Management LLC. In
addition, the hotel has certain for-sale residential condominium
and villa units, a number of which are under contract.

                        Construction Delays

With the support of The Bahamian Government, the project commenced
in 2005.  In 2009, developer Sarkis Izmirlian entered into a
construction contract with China State Construction Engineering
Corp. Ltd. ("CSCEC"), which assigned the contract to CCA (Bahamas)
Ltd., a subsidiary.   Baha Mar Ltd. issued a notice to proceed to
CCA, effective May 1, 2011, which agreed to a completion schedule
of 44 months.

As the result of adjustments under the main construction contract,
the construction completion date for the project was Nov. 20, 2014.
By September 2014, following months of increasingly contentious
relations with CCA and CCA's blatant disregard for the DRB ruling,
it became clear that CCA would not complete the Project in time to
open by its December 2014 target date.  The Debtors swiftly
implemented measures that ensured their ability to operate through
at least early April 2015 without generating post-opening revenue
or requiring additional liquidity to survive.

Among other things, the Debtors' reduced their existing staff,
postponed new staffing hires, and delayed marketing and advertising
expenditures slated for its pre-opening launch campaign.  Moreover,
in extending their budget, the Debtors also had to account for
additional quarterly payments to CEXIM Bank of $25 million each.

Following meetings in November and December 2014, CCA reassured the
Debtors' board that the project would be completed by March 27,
2015.  In reliance on this reassurance, the board -- including
CSCEC (Bahamas)'s appointee -- voted unanimously to commence taking
reservations for the new hotels and convention center from the
public.  

CCA failed to complete construction by March 27, 2015 without
providing any effective advance notice to the Debtors.  This second
missed construction completion date proved disastrous as CCA
effectively provided no advance notice that the March 27, 2015
deadline would not be met.  This resulted in the Debtors having
ramped up to employ over 2,000 employees hired in anticipation of
the project's opening, at an increased cost of approximately $4
million per month, in addition to other significant sunk costs such
as operating supplies, advertising, and promotional activities.

CCA has alleged it has accrued but unpaid construction amounts and
claims of approximately $140 million in the aggregate.  The
Debtors, however, disputed certain claims by CCA.

The Debtors believe that any potential liability on the part of the
Debtors may be subject to future recovery or offset for CCA's
construction delays and other performance failures.  The claims
that Baha Mar Ltd. are continuing (or intending) to pursue in
relation to the construction delays and disputes amount to an
aggregate estimated value in excess of $200 million.

Mr. Izmirlian, who is CEO and chairman of the Debtors, has agreed
to arrange the funding for the Debtor-in-Possession (DIP) financing
facility.  This financing will, among other things, enable Baha Mar
to operate and meet its financial obligations in the interim during
the Chapter 11 process.  Specifically, the total DIP facility is up
to $80 million of which up to $30 million will be utilized by Baha
Mar over the next 30 days.

                      Other First Day Motions

Aside from the DIP financing motion, the Debtors on the Petition
Date, filed motions to:

   -- jointly administer their Chapter 11 cases;
   -- pay critical trade vendor claims;
   -- continue their customer programs;
   -- maintain their bank accounts;
   -- extend the time to file their schedules and other documents;
   -- enforce the automatic stay;
   -- maintain their insurance programs;
   -- prohibit utilities from discontinuing service;
   -- pay sales and use taxes; and
   -- pay employee wages and benefits.

The Debtors want the Bankruptcy Court to enter an order enforcing
the automatic stay in order to protect the Debtors and their assets
from any improper actions that may be taken by parties located in
foreign jurisdictions that may be unaware of the protections of the
Bankruptcy Code and may unwittingly violate it.

In addition, the Debtors intend to seek assistance from the Supreme
Court of The Commonwealth of The Bahamas in order to further
protect the Debtors’ assets and operations in The Bahamas. In
order to seek such relief, the Debtors must be authorized to act as
a "foreign representative" on behalf of the Debtors’ estates to
seek such relief from the Supreme Court of The Commonwealth of The
Bahamas

THoams M. Dunlap, president of Baha Mar Ltd., et al., says the
relief sought in the various first day pleadings would allow the
Debtors to, among other things, (a) establish certain
administrative procedures to promote a seamless transition into the
Chapter 11 Cases, (b) continue the Debtors' ongoing operations and
preserve the Project's viability, (c) obtain debtor-in-possession
financing and use cash collateral in the operation of the Debtors'
businesses, and (d) protect the Debtors' assets and interests from
any improper actions that may be taken by third parties.

A copy of the affidavit in support of the first day motions is
available for free at:

   http://bankrupt.com/misc/Baha_Mar_1st_Day_Affidavit.pdf

                          About Baha Mar

Baha Mar -- http://www.bahamar.com-- is a 3.3 million square foot
resort complex located in Cable Beach, Nassau, The Bahamas.  A
prominent resident in The Bahamas, Sarkis Izmirlian, conceptualized
the project and has invested almost $900 million from the project.
With the support of The Bahamian Government, the project commenced
in 2005.  When completed, Baha Mar will feature elite hotels with
gaming, entertainment, private residences, shopping and natural
attractions that reflect an authentic Bahamian experience.
Amenities will include a Jack Nicklaus Signature golf course;
200,000 square feet of flexible convention facilities, including a
2,000-seat entertainment venue; art galleries featuring Bahamian
art; more than 40 restaurants, bars and clubs; global luxury
designer and local artisan boutiques; and 20 acres of exquisitely
landscaped beach and pool experiences, including a beachfront
sanctuary with native Bahamian flora and fauna.  

With the Baha Mar project only 97% complete as a result of
construction delays, Northshore Mainland Services Inc., Baha Mar
Ltd., and 13 other affiliated entities sought bankruptcy protection
in Delaware on June 29, 2015, with the goal of completing the
project while under the umbrella of the bankruptcy court.  The
cases are jointly administered, with joint pleadings under lead
debtor Northshore Mainland Services Inc. (Bankr. D. Del. Case No.
15-11402).

Milbank, Tweed, Hadley & McCoy, LLP and Kobre & Kim, LLP are acting
as legal advisors, and Moelis & Company is acting as financial
advisor to the filing entities.


BAHA MAR: Wants to Pay $5 Million to Critical Vendors
-----------------------------------------------------
Northshore Mainland Services Ltd. and its affiliated debtors are
asking the U.S. Bankruptcy Court for the District of Delaware for
authorization to pay critical trade vendor claims, whether arising
prepetition or postpetition, as such claims become due in the
ordinary course of business, up to a maximum amount of $5 million.

The Debtors also seek approval to pay 11 U.S.C. Sec. 503(b)9(9)
claims as such claims become due in the ordinary course of
business, up to a maximum aggregate amount of $1 million.

In the ordinary course of business, the Debtors engage various
service providers, goods providers, and other vendors in connection
with their operations, the absence of which would threaten the
Debtors' ongoing operations and the Project's ongoing viability.
Without the goods and services provided by many of these vendors,
the Melia (the Debtors' current operating hotel) and the Debtors'
businesses as a whole would suffer immediate and irreparable harm.

The Debtors, in their sole discretion, will condition the payment
of a critical vendor claim on the agreement of the critical vendor
to continue supplying goods and services to the Debtors on (a)
terms that are as, or more, favorable to the Debtors as the most
favorable trade terms, practices, and programs in effect between
the critical vendor and the Debtors in the six months prior to the
Petition Date.

                          About Baha Mar

Baha Mar -- http://www.bahamar.com-- is a 3.3 million square foot
resort complex located in Cable Beach, Nassau, The Bahamas.  A
prominent resident in The Bahamas, Sarkis Izmirlian, conceptualized
the project and has invested almost $900 million from the project.
With the support of The Bahamian Government, the project commenced
in 2005.  When completed, Baha Mar will feature elite hotels with
gaming, entertainment, private residences, shopping and natural
attractions that reflect an authentic Bahamian experience.
Amenities will include a Jack Nicklaus Signature golf course;
200,000 square feet of flexible convention facilities, including a
2,000-seat entertainment venue; art galleries featuring Bahamian
art; more than 40 restaurants, bars and clubs; global luxury
designer and local artisan boutiques; and 20 acres of exquisitely
landscaped beach and pool experiences, including a beachfront
sanctuary with native Bahamian flora and fauna.  

With the Baha Mar project only 97% complete as a result of
construction delays, Northshore Mainland Services Inc., Baha Mar
Ltd., and 13 other affiliated entities sought bankruptcy protection
in Delaware on June 29, 2015, with the goal of completing the
project while under the umbrella of the bankruptcy court.  The
cases are jointly administered, with joint pleadings under lead
debtor Northshore Mainland Services Inc. (Bankr. D. Del. Case No.
15-11402).

Milbank, Tweed, Hadley & McCoy, LLP and Kobre & Kim, LLP are acting
as legal advisors, and Moelis & Company is acting as financial
advisor to the filing entities.


BAHA MAR: Wants Until Aug. 28 to File Schedules
-----------------------------------------------
Northshore Mainland Services Ltd. and its affiliated debtors are
asking the U.S. Bankruptcy Court for the District of Delaware to
enter an order extending by 30 days until Aug. 28, 2015, the time
within which they must file their (a) statements of financial
affairs, (b) schedules of assets and liabilities, (c) schedules of
current income and expenditures, and (d) schedules of executory
contracts and unexpired leases.

The Debtors have begun compiling the information required to
complete their Schedules and Statements.  Nevertheless, as a
consequence of the complexity of the Debtors' business operations,
coupled with the limited time and resources available, the Debtors
have not yet finished gathering such information.

                          About Baha Mar

Baha Mar -- http://www.bahamar.com-- is a 3.3 million square foot
resort complex located in Cable Beach, Nassau, The Bahamas.  A
prominent resident in The Bahamas, Sarkis Izmirlian, conceptualized
the project and has invested almost $900 million from the project.
With the support of The Bahamian Government, the project commenced
in 2005.  When completed, Baha Mar will feature elite hotels with
gaming, entertainment, private residences, shopping and natural
attractions that reflect an authentic Bahamian experience.
Amenities will include a Jack Nicklaus Signature golf course;
200,000 square feet of flexible convention facilities, including a
2,000-seat entertainment venue; art galleries featuring Bahamian
art; more than 40 restaurants, bars and clubs; global luxury
designer and local artisan boutiques; and 20 acres of exquisitely
landscaped beach and pool experiences, including a beachfront
sanctuary with native Bahamian flora and fauna.  

With the Baha Mar project only 97% complete as a result of
construction delays, Northshore Mainland Services Inc., Baha Mar
Ltd., and 13 other affiliated entities sought bankruptcy protection
in Delaware on June 29, 2015, with the goal of completing the
project while under the umbrella of the bankruptcy court.  The
cases are jointly administered, with joint pleadings under lead
debtor Northshore Mainland Services Inc. (Bankr. D. Del. Case No.
15-11402).

Milbank, Tweed, Hadley & McCoy, LLP and Kobre & Kim, LLP are acting
as legal advisors, and Moelis & Company is acting as financial
advisor to the filing entities.


BANKERS' BANCORPORATION: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Bankers' Bancorporation of Florida Inc.
        615 Crescent Executive Court, Suite 400
        Lake Mary, FL 32746

Case No.: 15-05642

Chapter 11 Petition Date: June 29, 2015

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

Debtor's Counsel: Ryan E Davis, Esq.
                  WINDERWEEDLE HAINES WARD & WOODMAN PA
                  Post Office Box 1391
                  Orlando, FL 32802
                  Tel: (407) 423-4246
                  Fax: (407) 423-7014
                  Email: rdavis@whww.com

Total Assets: $1.9 million

Total Liabilities: $8.1 million

The petition was signed by James H. McKillop, III, president.

The Debtor listed Wilmington Trust Company as its largest unsecured
creditor holding a claim of $7.2 million.

A copy of the petition is available for free at:

           http://bankrupt.com/misc/flmb15-05642.pdf


BKSMM INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BKSMM Investments, LLC
        13403 N. Government Way
        Hayden, ID 83835

Case No.: 15-20505

Chapter 11 Petition Date: June 29, 2015

Court: United States Bankruptcy Court
       District of Idaho (Coeur dAlene)

Judge: Hon. Terry L Myers

Debtor's Counsel: John D Munding, Esq.
                  CRUMB & MUNDING, P.S.
                  1610 W. Riverside Avenue
                  Spokane, WA 99201
                  Tel: (509) 624-6464
                  Email: munding@crumb-munding.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Shawn T. Montee, member/manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb15-20505.pdf


BLUE BUFFALO: Moody's Raises Corp. Family Rating to 'Ba3'
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Blue Buffalo Company, Ltd to Ba3 from B1.  Moody's also upgraded
the Probability of Default Rating to Ba3-PD from B1-PD and the
senior secured revolver and term loan ratings to Ba3 from B1.  The
outlook is stable.

The upgrade of Blue Buffalo's CFR reflects the significant growth
achieved over the last few years with revenue approaching $1
billion.  This was done while the company maintained strong credit
metrics and robust cash flow.

These ratings were upgraded:

  Corporate Family Rating to Ba3 from B1;
  Probability of Default Rating to Ba3-PD from B1-PD;
  Senior Secured Revolving Credit Facility to Ba3
   (LGD 3) from B1 (LGD 4);
  Senior Secured Term Loan to Ba3 (LGD 3) from B1 (LGD 4);

The outlook is stable

RATING RATIONALE

Blue Buffalo's Ba3 Corporate Family Rating reflects the company's
moderate size, its limited geographic and segment diversification,
and the fact that it competes against much larger and better
resourced players.  Blue Buffalo also has very high customer
concentration with 73% of 2014 sales generated from PetSmart and
Petco.  Ratings are supported by its strong position in the niche
US natural pet food space, driven by its robust top-line organic
sales growth and strong profitability.  The company also has strong
credit metrics and very good liquidity.

The outlook is stable based upon Moody's expectation that top line
growth will continue to slow and industry competition will remain
intense but that the company will maintain strong credit metrics
and very good liquidity.

The ratings could be downgraded if debt to EBITDA approaches 4.0
times or if there is a deterioration in liquidity.  Other factors
that could lead to a downgrade include a material decline in
margins, product recalls or if financial policies become more
aggressive.

The ratings could be upgraded if the company is able to
meaningfully increase its scale, international presence and
customer diversification, while maintaining strong credit metrics
and very good liquidity.

The principal methodology used in these ratings was Global Packaged
Goods published in June 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.

Blue Buffalo is a developer and manufacturer of pet food and pet
care products largely sold through the US pet specialty channel.
The company's primary products include natural dog and cat foods,
and to a lesser extent, dog and cat treats and natural kitty
litter.  The company is majority-owned by equity partner Invus
Group.  Sales for the twelve months ended March 31, 2015 were
approximately $940 million.



BON-TON STORES: Enters Into $84-Mil. Sale-Leaseback Agreement
-------------------------------------------------------------
The Bon-Ton Stores, Inc., announced it has entered into an
agreement for an $84 million sale-leaseback transaction with CPA:
17 - Global, one of W. P. Carey Inc.'s non-traded REITs.  The
transaction includes six properties.  Proceeds from the
transaction, supplemented with borrowings under the Company's
revolving credit facility, will be used to pay one of two of the
Company's mortgage loan facilities due in April 2016.  Each
mortgage loan facility has principal outstanding of approximately
$105 million and consists of 12 properties.

"We are very pleased to announce this significant transaction with
CPA: 17 - Global and look forward to a continued successful
partnership with them.  The sale-leaseback of these six properties
allows us to address the maturity of one of our mortgage facilities
and further enhances our financial flexibility through the value of
the remaining properties no longer encumbered by the mortgage
facility," said Kathryn Bufano, president and chief executive
officer of The Bon-Ton Stores, Inc.

Ms. Bufano continued, "We are actively pursuing refinancing options
for the second of our two mortgage facilities and will share
updates as appropriate."

Commenting on the transaction, Gino Sabatini, Head of Net Lease
Investments at W. P. Carey stated, "We are pleased to expand our
relationship with Bon-Ton with the inclusion of these properties in
CPA: 17 - Global's portfolio and the provision of sale-leaseback
financing to fund the repayment of a portion of their existing
mortgage facilities.  As significant long-term assets for Bon-Ton,
they are an attractive income generating addition to our portfolio,
with the transaction providing a "win-win" solution for both
Bon-Ton and CPA: 17 - Global."

Upon completion of the sale, Bon-Ton will lease the six properties
for a 20-year initial term with the option to extend the term for
three additional successive periods of ten years.  The first year
annualized rent associated with the six properties is expected to
be approximately $6.9 million, the effect of which will be largely
mitigated through reduced interest expense as a result of the
termination of the mortgage facility.  Additionally, in conjunction
with that termination, the Company will pay $4.7 million to satisfy
the make-whole provision within the mortgage facility agreement.

                       About Bon-Ton Stores

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

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

As of May 2, 2015, the Company had $1.6 billion in total assets,
$1.5 billion in total liabilities and $54.4 million in total
shareholders' equity.

                           *     *     *

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

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

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


CAL DIVE: Claims Bar Date Set for August 10
-------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Aug. 10,
2015, at 5:00 p.m. (ET) as deadline for creditors to file proofs of
claim against of Cal Dive International, Inc., et al.

All proofs of claim must be received by the Debtors' claims agent,
Kurtzman Carson Consultants LLC, either by (i) mailing the original
proof of claim by regular mail to or (ii) delivering such original
proof of claim by overnight mail, courier service, hand delivery or
in person to:

        Cal Dive Claims Processing
        c/o Kurtzman Carson Consultants LLC
        2335 Alaska Avenue
        El Segundo, CA 90245

                   About Cal Dive International

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

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

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

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

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

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


CAMPBELLSPORT VILLAGE: S&P Lowers Longterm Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating and
underlying rating (SPUR) to 'BB+' from 'A-' on Campbellsport
Village, Wis.' general obligation (GO) debt based on S&P's view
that the village's late debt service interest payment in March 2015
reflects a material credit weakness and oversight by village
management.  At the same time, S&P removed the rating from
CreditWatch with negative implications.  The outlook is negative.

Standard & Poor's also lowered its short-term rating on the
village's note anticipation notes issued on Oct. 24, 2011, to
'SP-3' from 'SP-1+', reflecting the revised GO rating and S&P's
view of diminished market financial flexibility, although it has
determined the village's market risk profile to be low.

"The rating actions reflect our view of the village's ability to
make full and timely payments in future years, given the village's
very weak management, deteriorating available reserves, and only
adequate liquidity," said Standard & Poor's credit analyst Kathryn
Clayton.

The 'BB+' ratings further reflect S&P's view of these factors:

   -- Weak economy,
   -- Very weak management,
   -- Adequate budgetary performance,
   -- Weak budgetary flexibility,
   -- Adequate liquidity, and
   -- Weak debt and contingent liability position.



CAPSULE INT'L: CB Richard Okayed as Exclusive Property Manager
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Constar International Holdings, LLC, now known as Capsule
International Holdings, et al., to employ CB Richard Ellis Memphis
as exclusive property manager and sales agent with respect to
certain real property located at 595 Industrial Boulevard, Jackson,
Mississippi, nunc pro tunc to Nov. 1, 2014.

As reported in the Troubled Company Reporter on June 15, 2015, the
Debtors sought entry of an order authorizing them to enter into a
management agreement titled "595 Industrial Boulevard, Jackson, MS"
with CBRE, pursuant to which CBRE will act as the property manager
for the property.  Pursuant to the Management Agreement, CBRE will
be paid a monthly management fee of $1,500, a fee which Black
Diamond will pay.  In pertinent part, the Management Agreement
requires CBRE to manage and operate the Property and comply with
the Debtors' and Black Diamond's reasonable instructions, granting
CBRE discretion in  negotiating contracts on behalf of the Debtors
with third party vendors for the operation, repair, maintenance and
servicing of the property.

The Debtors also sought authorization to enter into a Listing
Agreement titled "Exclusive Sales Listing Agreement" with CBRE
pursuant to which the Debtors will retain CBRE as their agent with
the exclusive right to sell the Property. Pursuant to the Listing
Agreement, the Debtors agree to pay CBRE a commission for a sale
executed during the term of the Listing agreement: 5% of the gross
purchase price of the Property.

Mary F. Sharp, chief operating officer of CB Richard Ellis Memphis,
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 Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.) filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert
S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the Debtors'
claims and noticing agent, and administrative advisor.  Lincoln
Partners Advisors LLC serves as the Debtors' financial advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against
$123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North
America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3
million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding
follows the closing of the sale of the U.K. assets to Sherburn
Acquisition Limited.  The Delaware Bankruptcy Judge authorized the
U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727,
(or US$7,046,000), less the deposit in the sum of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent
and agent under the revolving loan facility, consented to the
administration of Constar U.K. and the appointment of the Joint
Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule
Group,
Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE
II,
Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and
Capsule
International U.K. Limited (Foreign).



CAPSULE INTERNATIONAL: CBRE Inc. Approved as Property Manager
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Constar International Holdings, LLC, nka Capsule International
Holdings, et al., to employ CBRE, Inc. as property manager and real
estate broker, nunc pro tunc to Nov. 1, 2014.

As reported in the Troubled Company Reporter on June 15, 2015, the
Debtors sought entry of an order authorizing them to enter into a
Management Agreement titled "4915 Hovis Rd, Charlotte NC" with
CBRE, pursuant to which CBRE will act as the property manager for
certain real properties located at 4915 Hovis Road, Charlotte,
North Carolina and 800 Tar Heel Rd, Charlotte, North Carolina.

Pursuant to the property management agreement, CBRE will be paid a
monthly management fee of $1,000 and reimbursement for all
salaries, employment taxes, bonuses, and applicable overtime pay,
with respect to all CBRE employees fully or partially dedicated to
the property, a fee which Black Diamond will pay.  In pertinent
part, the property management agreement requires CBRE to manage and
operate the property and comply with the Debtors' reasonable
instructions, granting CBRE discretion in negotiating contracts on
behalf of the Debtors with third party vendors for the operation,
repair, maintenance and servicing of the property.

The Debtors also sought authorization to enter into a listing
agreement titled "Exclusive Right to Sell Listing Agreement" with
CBRE, pursuant to which CBRE will act as the Debtor's agent with
the exclusive right to sell the property.  Pursuant to the property
listing agreement, CBRE will be paid a commission for a sale
executed during the term of the property listing agreement of 6% of
the gross sales price of the Charlotte Property.

Henry Lomax, managing director of CBRE, Inc., 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 Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.) filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert
S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the Debtors'
claims and noticing agent, and administrative advisor.  Lincoln
Partners Advisors LLC serves as the Debtors' financial advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million against
$123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal North
America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland
facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration Proceeding
follows the closing of the sale of the U.K. assets to Sherburn
Acquisition Limited.  The Delaware Bankruptcy Judge authorized the
U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727,
(or US$7,046,000), less the deposit in the sum of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent
and agent under the revolving loan facility, consented to the
administration of Constar U.K. and the appointment of the Joint
Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group,
Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II,
Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule
International U.K. Limited (Foreign).



CARDINAL ENTERPRISES: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Cardinal Enterprises, L.L.C.
        463 N. 46th Street
        Rogers, AR 72756

Case No.: 15-71682

Chapter 11 Petition Date: June 29, 2015

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T Barry

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  BLAIR & BRADY ATTORNEYS AT LAW
                  109 N. 34th Street
                  P. O. Box 1715
                  Rogers, AR 72756
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  Email: email@johnmblair.com

Total Assets: $3.3 million

Total Liabilities: $4.2 million

The petition was signed by Joe Lisuzzo, owner/member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/arwb15-71682.pdf


CENTRAL GARDEN: Moody's Hikes Corp. Family Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service upgraded Central Garden & Pet Company's
Corporate Family Rating to B1 from B2 due to the company's improved
operating performance and credit metrics and Moody's view that the
improvements will continue in the near to mid-term.  This concludes
a review for upgrade initiated on June 16, 2015.  The outlook is
stable.

"The upgrade reflects our view that company's strategy of reducing
SKUs and repurposing its advertising spending is paying off as
evidenced by higher margins, increased cash flow and better credit
metrics," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  The upgrade also 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.

Ratings upgraded:

-- Corporate Family Rating to B1 from B2;
-- Probability of Default Rating to B1-PD from B2-PD;
-- $450 million senior subordinated notes ($400 million
     outstanding) to B2 (LGD 5) from B3 (LGD 5);

Rating unchanged:

-- Speculative grade liquidity rating at SGL 2

RATINGS RATIONALE

Central Garden's B1 Corporate Family Rating reflects its moderate
leverage at around 4.5 times (Moody's adjusted and including
seasonal borrowings -- 3.5 times without seasonal borrowings), thin
but improving EBIT margins and stabilized operating performance.
The rating is supported by the company's strong market position in
pet and lawn & garden, moderate size with revenue around $1.6
billion, solid brand recognition among consumers and moderate
financial policies.  The ratings are constrained by the seasonality
of earnings and cash flows, weather dependency, exposure to
volatile raw materials prices, the somewhat discretionary nature of
its products and by its highly concentrated customer base.  They
are also tempered by its history of operating performance missteps
although Moody's believes the operational issues are largely
resolved.

The stable outlook reflects Moody's view that the company's
operating performance and credit metrics will modestly improve in
the next year or two.

The ratings could be upgraded if the company is able to achieve
most of its expected cost savings and meaningfully improve
earnings, cash flow and credit metrics.  Sustained credit metrics
(outside of seasonal borrowings) necessary for an upgrade include
debt/EBITDA below 3 times and EBIT margins approaching the high
single digits.

The ratings could be downgraded if Central's operating performance
and/or credit metrics unexpectedly deteriorate.  Sustained credit
metrics (outside of seasonal borrowings) necessary for a downgrade
include debt/EBITDA approaching 4 times and EBIT/interest below 1.5
times.

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

Headquartered in Walnut Creek, California, Central Garden & Pet
Company manufactures branded products and distributes third-party
products in the lawn and garden and pet supplies industries in the
United States.  Products and brands include Pennington grass seed
and wild bird feed, AMDRO fire ant control bait, Rebel grass seed,
and the Eliminator private label for Wal-Mart in the Garden
Products Group.  The Pet Products group includes Kaytee wild bird,
pet bird and small animal supplies, Nylabone dog bones and treats,
Four Paws supplies for cats and dogs, Farnam equine supplies,
Oceanic, Aqueon and Zilla produce aquatics supplies and aquarium in
the Pet Products group.  Sales approximated $1.6 billion for the
twelve months ended March 28, 2015.



COEUR MINING: Moody's Assigns Ba3 Rating to New $100MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Coeur Mining,
Inc.'s proposed $100 million senior secured term loan due to 2020.
At the same time Moody's affirmed the corporate family rating (CFR)
of B3 and the probability of default rating of B3-PD. Moody's
downgraded the senior unsecured debt rating to Caa1 from B3,
reflecting its position in the capital structure behind the new
term loan with respect to claim on collateral. The speculative
grade liquidity rating of SGL-2 is affirmed. The outlook is
positive. The proceeds of the term loan are expected to be used to
repay the $50 million bridge facility obtained to finance a recent
acquisition, and for general corporate purposes.

Affirmations:

Issuer: Coeur Mining, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Assignments:

Senior Secured Bank Credit Facility (Local Currency), Assigned
Ba3, LGD1

Downgrades:

Senior Unsecured Notes, Downgraded to Caa1, LGD4 from B3, LGD4

Outlook Actions

Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The ratings on secured and unsecured debt of Ba3 and Caa1,
respectively, reflect their relative position in the capital
structure with respect to claim on collateral, which includes first
priority security interest in substantially all domestic assets of
the company.

The positive outlook reflects our expectation that the company's
credit profile will strengthen over the next 12 to 18 months due to
earnings contribution from the recently acquired Wharf mine and a
change in mine plan at Rochester to mine more gold-rich deposits.
In 2016 and beyond, we expect stronger earnings generation as a
result of transitioning the Palmarejo mine plan from the current
open pit operation to the higher grade, higher margin underground
operation, including the recently acquired Don Ese deposit from
Paramount Gold & Silver. We expect Debt/ EBITDA, as adjusted, to
trend down from 9x for the twelve months ended March 31, 2015 to
below 6x by the end of 2015, and to approach 4x in 2016.

Coeur's B3 corporate family rating continues to reflect its modest
size and high cost structure, relatively short reserve life,
exposure to geopolitical risks, and capital investments that the
company must make to boost its productive capacity and improve cost
structure. The rating also captures the company's recently weakened
debt protection metrics and higher leverage as a result of earnings
deterioration on lower precious metal prices.

Coeur's Speculative Grade Liquidity rating of SGL-2 reflects our
view that Coeur will maintain good liquidity over the next four
quarters, highlighted by a substantial cash cushion. As of March
31, 2015 the company's cash balance was $180 million (or $225
million pro-forma for the proposed financing). Although the company
does not have a committed revolver, the SGL-2 rating also reflects
our expectation of roughly break-even free cash flows over the next
eighteen months, and absence of restrictive financial covenants.

The ratings could be upgraded if the company can improve its cost
position and demonstrate stable operating performance even at lower
gold and silver prices. Quantitatively, ratings could be upgraded
if debt-to-EBITDA were to decline below 4.0 times, and Operating
Cash Flow less Dividends to Debt was 12% or above.

Ratings could be downgraded if prices of gold and silver decline
sharply, and if the company's cost position remains high such that
profit margins, debt protection metrics and the company's liquidity
position deteriorate significantly. Quantitatively, ratings could
be lowered if debt-to-EBITDA was expected to be sustained above 5.5
times, and Operating Cash Flow less Dividends to Debt was expected
to be below 5%.

Coeur Mining, Inc. is a mid-tier silver and gold producer whose
producing properties include the Kensington gold mine in Alaska,
Rochester silver and gold mine in Nevada, Palmarejo silver and gold
mine in Mexico, the San Bartolomé silver mine in Bolivia, and the
recently acquired Wharf gold mine in South Dakota. The company also
has additional assets in Mexico, Argentina and Australia. For the
fiscal year ended December 31, 2014, the company generated revenues
of approximately $636 million and had silver and gold sales of
roughly 17.4 million ounces and about 243,000 ounces, respectively.


CONSTAR INT'L: Judge Extends Deadline to Remove Suits to July 13
----------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has given Capsule
International Holdings LLC, formerly known as Constar International
Holdings LLC, until July 13, 2015, to file notices of removal of
lawsuits involving the company and its affiliates.

                   About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.) filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert
S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the Debtors'
claims and noticing agent, and administrative advisor.  Lincoln
Partners Advisors LLC serves as the Debtors' financial advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million against
$123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal North
America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3
million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration Proceeding
follows the closing of the sale of the U.K. assets to Sherburn
Acquisition Limited.  The Delaware Bankruptcy Judge authorized the
U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727,
(or US$7,046,000), less the deposit in the sum of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent
and agent under the revolving loan facility, consented to the
administration of Constar U.K. and the appointment of the Joint
Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group,
Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II,
Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule
International U.K. Limited (Foreign).


CROWN MEDIA: Moody's Rates New $425-Mil. First Lien Loans 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned B1 to Crown Media Holdings,
Inc.'s new $325 million 1st lien senior secured term loan A and
$100 million 1st lien senior secured revolver.  Moody's also
downgraded the Probability of Default rating to B2-PD from B1-PD to
reflect the all 1st lien debt structure following the redemption of
the 10.5% senior notes.  Net proceeds from the term loan, revolver
advances, and excess cash were used to refinance outstanding debt,
including the company's existing credit facilities, as well as fund
related fees and expenses.  Moody's affirmed the company's B1
Corporate Family Rating, and the outlook is stable.

Issuer: Crown Media Holdings, Inc.

Assigned:

  NEW $325 million Senior Secured Term Loan A due 2020,
  Assigned B1, LGD3

  NEW $100 million Senior Secured Revolving Credit Facility
  expiring 2020, Assigned B1, LGD3

Affirmed:

  Corporate Family Rating, Affirmed B1

  Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook,
  Remains Stable

Downgraded:

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

To be withdrawn:

  $30 million Senior Secured Priority Revolving Credit Facility
   due 2018, to be withdrawn, rated Ba1, LGD1

  Senior Secured Term Loan due 2018 ($98.3 million outstanding),
   to be withdrawn, rated Ba1, LGD2

  10.5% Senior Notes due 2019 ($271.5 million outstanding), to be
   withdrawn B2, LGD4

RATINGS RATIONALE

Crown Media's revenue concentration with only two channels, small
size, niche market position among cable operators, and reliance on
cyclical advertising for the majority of its revenue (roughly 78%)
constrain its B1 Corporate Family Rating (CFR).  The company faces
significant competition for viewers and advertising dollars, as
well as for channel placement and carriage fees from pay television
distributors.  Most of these competitors have greater scale and
financial flexibility to invest in content.  Over the next couple
of years, Moody's believes Crown Media's family friendly
programming will continue to appeal to a niche segment of the
population and therefore to certain advertisers as well, but
changes in consumer viewing behavior and competition pose risk.

With leverage of approximately 2.6x debt-to-EBITDA (including
Moody's standard adjustments with programming costs on a cash
basis) for the last 12 months ended March 31, 2015 and expectations
for free cash flow to remain very good (roughly 20% of debt), Crown
Media has built up some flexibility to manage risks related to
stepped up investments in original programming, media
fragmentation, and the potential for a buyout of the parent
company's minority ownership stake.  The B1 instrument ratings for
the senior secured credit facilities is in line with the CFR given
they represent the preponderance of funded debt.  The refinancing
transaction is credit positive as it extends near term maturities
to 2020 from 2018 and significantly reduces annual cash interest
payments to less than $10 million from $38.5 million paid in
FY2014.

The stable outlook incorporates expectations for Crown Media to
continue to generate positive free cash flow-to-debt in the high
single digit percentage range or better and maintain leverage
comfortably below 3.5x debt-to-EBITDA (including Moody's standard
adjustments with programming costs on a cash basis).  The stable
outlook also assumes modest revenue growth and sustained household
distribution of the company's two cable networks.  Moody's also
anticipates that Crown Media's commercial arrangements and
relationship with majority owner Hallmark will not change
materially, and that Crown Media will continue to reinvest in
programming with the potential for shareholder distributions as
free cash flow increases.

Ratings could be downgraded if Moody's expects debt-to-EBITDA to be
sustained above 5.0x or free cash flow-to-debt to remain below 5%,
whether due to weak operating performance or a change in fiscal
policy.  Loss of carriage by major distributors or evidence of a
material and sustained decline in viewership and ratings could also
warrant a negative ratings action.  Revenue concentration with only
two channels, lack of scale, and fundamental business trends
constrain the rating.  Moody's could consider a positive rating
action if we expect debt-to-EBITDA to remain comfortably below 2.5x
with free cash flow-to-debt of 20% or more and we believe there is
a commitment to maintain this stronger credit profile.  An upgrade
would also require expectations for revenue and EBITDA growth to be
in line with GDP or better.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries published in May 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.

Crown Media Holdings, Inc., headquartered in Studio City, CA, is a
media content distribution company with revenue of $425 million for
the twelve months ended March 31, 2015.  The company supplies
original and syndicated television programming to cable, direct
broadcast satellite and telecommunications service providers
throughout the United States via the Hallmark Channel and the
Hallmark Movies & Mysteries Channel.  Privately-held Hallmark
Cards, Inc. (unrated) is Crown Media's 90% shareholder.



CROWN MEDIA: Stockholders Elect 12 Directors
--------------------------------------------
The annual meeting of stockholders of Crown Media Holdings, Inc.
was held on June 24, 2015, at which the stockholders elected
William J. Abbott, Dwight C. Arn, Robert C. Bloss, William Cella,
Glenn Curtis, Stephen Doyal, Brian E. Gardner, Timothy Griffith,
Donald J. Hall Jr., Drue Jennings, Peter A. Lund and Deanne R.
Stedem as directors.  The stockholders also approved the chief
executive officer's and other executive officers' performance based
compensation for IRS Section 162(m) purposes.

                         About Crown Media

Crown Media Holdings, Inc., is the corporate parent for the
portfolio of cable networks and related businesses under Crown
Media Family Networks.  The company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 86 million subscribers in the U.S.
Hallmark Channel is the nation's leading destination for quality
family programming with an ambitious slate of TV movies and
specials; original scripted series, including Cedar Cove, When
Calls the Heart, and Signed, Sealed, Delivered; as well as some of
television's most beloved sitcoms and series.  Hallmark Channel's
sibling network, Hallmark Movie Channel, is available in 54
million homes in HD and SD. One of America's fastest-growing cable
networks, Hallmark Movie Channel provides family-friendly original
movies with a mix of original films, classic theatrical releases,
and presentations from the acclaimed Hallmark Hall of Fame
library.  In addition, Crown Media Family Networks includes the
online offerings of HallmarkChannel.com and
HallmarkMovieChannel.com.

As of March 31, 2015, the Company had $1.05 billion in total
assets, $541 million in total liabilities, and $512 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

As reported by the TCR on July 2, 2014, Moody's Investors Service
upgraded the Corporate Family Rating (CFR) of Crown Media
Holdings, Inc. to B1 from B2, its Probability of Default Rating to
B1-PD from B2-PD, and instrument ratings as detailed below.  The
outlook is stable.  The upgrade incorporates evidence of traction
with the original programming strategy and better than expected
performance, which, combined with debt reduction, improved the
credit profile.


CYRUSONE LP: Moody's Affirms 'B1' CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed CyrusOne LP's senior
unsecured debt and corporate family ratings at B1 following the
REIT's recent capital raising to fund the acquisition of Cervalis,
a datacenter company based in New York, and ongoing development.
The outlook for the ratings has been revised to stable from
positive as leverage metrics are likely to deteriorate in the near
term. Simultaneously, Moody's has assigned a B1 with a stable
outlook to the proposed $100 million new senior unsecured debt
issue.

The following ratings were affirmed with a stable outlook.

  CyrusOne LP, Senior Unsecured debt at B1

  CyrusOne LP, Corporate Family Rating at B1

The following rating was assigned with a stable outlook

  CyrusOne LP, $100 million Senior unsecured notes at B1

RATINGS RATIONALE

CyrusOne's B1 rating reflects the REIT's growing presence as a
carrier neutral datacenter owner/operator. The ratings also reflect
sector and market concentration and the firm's smaller scale
relative to many peers in the datacenter industry. The REIT has
maintained a moderate leverage profile with Operating leverage (Net
debt/EBITDA) at 4.5x and book leverage (debt +preferred as a % of
gross assets) at 40.3% at the end of 1Q2015. The leverage metrics
will likely weaken in the near term due to higher proportion of
debt in the new capital raised and modest EBITDA contribution from
the Cervalis assets.

The stable rating outlook incorporates the expectation that
CyrusOne will manage its capital structure such that operating
leverage is less than 5.5x at or before YE2016 and future
developments and acquisitions will be funded on a leverage neutral
basis.

As of March 31, 2015, CyrusOne owned 27 assets with 1.2 million
colocation square feet of space and the portfolio was 89% leased in
CSF terms. The portfolio has grown rapidly from installed power
capacity at 158MW at YE2013 to 204MW at 1Q2015. The REIT is exposed
to meaning geographic and tenant sector concentration risk as
energy sector clients account for 27% of revenue and assets in
Houston, Dallas and Cincinnati account for 70% of installed
capacity. Another credit challenge is the shorter lease term;
average portfolio lease maturity is 3 years but the metric will
improve as REIT is signing new leases with 6-7 year terms.

The CyrusOne's operating margin is about 50%, weaker than that of
the larger peers due to higher sales and marketing expenses. Fixed
charge coverage has been strong at above 3.5x over the last 4
quarters. Other meaningful credit strengths include large
unencumbered asset base (86%) and only 2.2% of debt outstanding is
maturing in the next 2 years. The REIT has been an active developer
and currently has $210 million development pipeline in 7 projects.

The Cervalis acquisition provides CyrusOne with access to the
important New York datacenter market and increase the REIT's
presence in the financial service sector. The transaction will
meaningfully reduce the REIT's market and tenant concentration. On
the downside, proportion of owned assets will decrease as Cervalis
has leased the assets from other real estate owners on long
duration leases. Additionally, the REIT's leasing capabilities will
be tested by the new capacity being developed by CyrusOne and
remaining lease-up of the Cervalis assets.

The REIT has amended its bank line capacity (revolver and term
loan) to increase the accordion feature from $300 million to $350
million. At the end of 1Q2015, CyrusOne had $155 million
outstanding on the revolver and $150 million outstanding for the
term loan. The REIT expects to increase term loan borrowings to
$300 million. The REIT has raised about $200 million from the
recent equity offering and is issuing $100 million of additional
senior unsecured debt. The revolver will likely be used to fund
remaining capital requirements.

A ratings upgrade is unlikely in the medium term and would require
the REIT to i) maintain operating leverage below 5.0x on a
sustained basis ii) achieve occupancy rate close to 90% and iii)
maintain EBITDA margin above 55%. The rating will be downgraded if
i) operating leverage is above 6.5x in the next 12-18 months and
remains above 5.5x at YE2016 ii) fixed charge is below 3.5x iii)
book leverage is greater than 50% and occupancy is below 85% on a
sustained basis.

Headquartered in Carrollton, TX, CyrusOne Inc., the parent of
CyrusOne LP, is a real estate investment trust that owns, develops
and operates enterprise-class, carrier-neutral data centers
catering to customers in the retail and wholesale collocation
markets. Cincinnati Bell Inc. has an 11.3% stake in the CyrusOne
entities via ownership of CyrusOne Inc.'s common equity and
CyrusOne LP units.



DR. TATTOFF: Andrew M. Heller 2009 Reports 12.3% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, The Andrew M. Heller 2009 GRAT disclosed that as of
March 10, 2015, it beneficially owned 2,726,690 shares of common
stock of Dr. Tattoff, Inc., which represents 12.33 percent of the
shares outstanding.  Andrew M. Heller may be deemed to have
beneficial ownership of the shares of Common Stock of which the
GRAT has beneficial ownership.

Brett W. Dixon, as the Trust Protector of the GRAT, may be deemed
to be beneficially own 1,653,690 shares of Common Stock, warrants
exercisable for 765,307 shares of Common Stock, and secured senior
subordinated convertible promissory notes convertible into 307,693
shares of Common Stock.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/I7sMG4

                         About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."

Dr. Tattoff reported a net loss of $6.58 million on $4.31 million
of revenues for the year ended Dec. 31, 2014, compared with a net
loss of $4.3 million on $3.65 million of revenues for the same
period a year ago.

As of March 31, 2015, the Company had $2.11 million in total
assets, $12.36 million in total liabilities and a $10.25 million
total shareholders deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company's current
liabilities exceeded its current assets by approximately $6.49
million, has a shareholders' deficit of $9.86 million, has
suffered recurring losses and negative cash flows from operations,
and has an accumulated deficit of approximately $18.3 million at
Dec. 31, 2014.  This raises substantial doubt about the Company's
ability to continue as a going concern, according to the regulatory
filing.


DUCOMMUN INC: S&P Affirms 'B+' CCR & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Ducommun Inc. and revised the outlook on the
rating to positive from stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's new $475 million secured credit
facility, which consists of a $200 million revolver and a $275
million delayed draw term loan that are both due in 2020.  The '3'
recovery rating on the facility indicates S&P's expectation for
meaningful recovery (30%-50%; at the higher end of the range) in a
default scenario.

"The outlook revision reflects our expectation that we could raise
our ratings on Ducommun in the next 12 months if its credit ratios
continue to improve, as management's debt reduction efforts have
offset the company's weaker earnings," said Standard & Poor's
credit analyst Christopher Denicolo.  The company is refinancing
its entire capital structure with the proceeds from a new $275
million term loan.  The refinancing should lower Ducommun's annual
interest costs by about $15 million per year as the new loan will
have a much lower interest rate than the 9.75% rate on the notes
that it is calling for redemption.  The lower interest costs should
increase the cash flows that the company can use to reduce its
debt, although Ducommun may resume making acquisitions in the next
12-24 months as it approaches its internal leverage target of less
than 3.5x (unadjusted).  S&P expects the company's debt-to-EBITDA
metric to decline below 3.5x and its FFO-to-debt ratio to increase
to around 20% from 3.5x and 17%, respectively, in 2014.

The positive outlook reflects that, although S&P expects Ducommun's
sales and revenues to decline in 2015 because of lower military
sales, the company's credit ratios should still improve as it uses
free cash flow to reduce its debt.  The planned refinancing should
decrease Ducommun's interest costs significantly, further
bolstering its cash flow and debt repayments, although the company
may resume making modest acquisitions later this year or in 2016.

S&P could raise its rating on the company in the next 12 months if
it continues to reduce its debt and its earnings do not decline
below our expectations, resulting in a FFO-to-debt ratio above 20%
and a debt-to-EBITDA metric below 3.5x.

S&P could revise its outlook back to stable if Ducommun's sales and
earnings decline by more than we expect in 2015, most likely due to
lower-than-expected military demand or an inability to reduce
costs, or if the company fails to reduce its debt due to
acquisitions, resulting in a FFO-to-debt ratio below 15% or a
debt-to-EBITDA metric approaching 4x.



FIRST DATA: S&P Assigns 'BB-' Rating on US$725MM & EUR250MM Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to Atlanta-based global payment
technology solutions company First Data Corp.'s announced $725
million and EUR250 million first-lien term loans due 2022.  The '1'
recovery rating indicates S&P's expectation of very high (90% to
100%) recovery for lenders in the event of a payment default.

S&P expects that First Data will apply net proceeds from the
transaction to refinance a portion of its 7.375% first-lien notes
due 2019.

S&P continues to expect segment revenues will increase in the
low-single digits year over year to about $7 billion and anticipate
the company will generate about $350 million to $450 million in
free cash flow in 2015.  S&P views First Data's business risk
profile as "satisfactory" because of the company's presence as one
of the market leaders of payment processing services for merchants
and financial institutions.  First Data retains its "highly
leveraged" financial risk profile, with debt leverage of about 8x
as of March 31, 2015.  The outlook is stable.

RATINGS LIST

First Data Corp.

Corporate Credit Rating                   B/Stable/--

New Rating

First Data Corp.
$725 mil. first-lien term loan due 2022
Senior Unsecured                         BB-
  Recovery Rating                         1
EUR250 mil. first-lien term loan due 2022
Senior Unsecured                         BB-
  Recovery Rating                         1



FRANKLIN PIERCE: Moody's Affirms Caa3 Rating on 1998/2004 Rev Bonds
-------------------------------------------------------------------
Moody's Investors Service affirms Franklin Pierce University's Caa3
rating on the Series 1998 and 2004 revenue bonds issued through the
New Hampshire Health and Education Facilities Authority.  The
outlook remains negative.

SUMMARY RATING RATIONALE

The affirmation of the Caa3 rating reflects a continued high
probability of default and expectation of impairment in the event
of a default given Franklin Pierce's long-standing reliance on a
collateralized operating line and very weak liquidity.

The university continues to confront a highly competitive student
market environment with thin operating cash flow insufficient to
provide annual debt service coverage.  The university did make its
required debt service payments in October 2014, and there have been
no additional filings indicating an event of default or missed debt
service payment.  While Moody's has not been provided with the
renewal of the university's line of credit, our rating incorporates
the expectation the line was renewed and that bondholders remain
effectively subordinated to the bank, limiting expected recovery.

OUTLOOK

The negative outlook reflects the university's challenged market,
thin operating cash flow, and reliance on external sources of
liquidity, all of which limit capacity to respond to enrollment
declines or other financial challenges.  Failure to renew operating
lines of credit would likely result in a significant liquidity
event for the university.

WHAT COULD MAKE THE RATING GO UP

  Sustained improvement in operations and liquidity
  Debt restructuring that improves chances of recovery for
   bondholders in the event of a default

WHAT COULD MAKE THE RATING GO DOWN

  Insolvency, any form of bankruptcy, or closure
  Failure to make a debt service payment
  Inability to renew operating line of credit
  Deterioration of operating performance

OBLIGOR PROFILE

Franklin Pierce University is a small, regional private university
in rural Rindge, New Hampshire and operates The College of Graduate
and Professional Studies at four additional sites.  The university
enrolled approximately 2,200 students and generated $50 million in
Moody's adjusted operating revenue for fiscal year 2014.

LEGAL SECURITY

The rated bonds are a general obligation of the university and
secured by a first security interest in gross receipts, a security
interest in all equipment, and a mortgage lien on the facility
(land, buildings, and equipment).  There is a rate covenant that
the university is to maintain debt service coverage of at least
1.25 times.  The Series 2004 bonds also carry an unrestricted net
assets to debt covenant of 0.25:1.  The FY 2014 audited financial
statements report the university is not in compliance with the
unrestricted net assets to debt covenant.  The bonds have a
cash-funded debt service reserve fund funded at $3.7 million and
the bonds are insured by a municipal bond insurance policy issued
by ACA Financial Guaranty Corporation.

The operating line of credit has historically provided the bank
with superior lien and security interest to bondholders.

USE OF PROCEEDS

Not applicable.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was U.S.
Not-for-Profit Private and Public Higher Education published in
August 2011.



GARLOCK SEALING: Motley Rice to Serve Until Plan Confirmation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina confirmed that the retention of the Official Committee of
Asbestos Personal Injury Claimants in the Chapter 11 cases of
Garlock Sealing Technologies LLC, et al., of Motley Rice LLC and
Waters & Kraus LLP as special litigation counsel extends to the
Plan confirmation proceeding.

The ACC, in their motion, said that it intended to continue the
retention of Motley Rice and Waters & Kraus for necessary legal
services involving the scientific and technical aspects of asbestos
diseases, asbestos-related claims for personal injury or wrongful
death, or defenses to such claims.  The confirmation proceedings
for the Debtors' Second Amended Plan of Reorganization present the
need for the services.

Motley Rice and Waters & Kraus have agreed to continue to charge
discounted rates as:

   Professional                 Firm              Hourly Rate
   ------------                 ----              -----------
Nathan D. Finch, Esq.        Motley Rice              $700
James Ledlie, Esq.           Motley Rice              $600
Kristen Hermiz, Esq.         Motley Rice              $315
Laura Holcomb, paralegal     Motley Rice              $225
Jonathan A. George, Esq.     Waters & Kraus           $725
Scott F. Frost, Esq.         Waters & Kraus           $750
Other Paralegals             Waters & Kraus       $155 - $175

                     About Garlock Sealing

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

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

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

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

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

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

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



GCI INC: S&P Affirms 'BB-' Corporate Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Anchorage, Alaska-based GCI Inc.  The
outlook is stable.

At the same time, S&P raised the issue-level rating on GCI's senior
unsecured debt to 'BB-' from 'B+' and revised the recovery rating
to '4' from '5'.  The '4' recovery rating reflects S&P's
expectation of "meaningful" (30%-50%; lower end of the range)
recovery in the event of a payment default.  S&P also affirmed the
'BB+' issue-level rating, with a recovery rating of '1', on GCI's
senior secured debt.  The '1' recovery rating reflects S&P's
expectation of "very high" (90%-100%) recovery of principal in the
event of a payment default.

"Our raising of the senior unsecured issue-level rating reflects
the improved recovery prospects of the senior unsecured debt
resulting from debt reduction," said Standard & Poor's credit
analyst Eric Nietsch.

"We believe the improved recovery prospects would remain, even
without the repricing transaction that the company is pursuing," he
added.

S&P's corporate credit rating on GCI reflects a mature,
well-positioned cable TV business with good growth prospects for
wireless and broadband.  However, a lack of geographic diversity
since it operates only in Alaska, and that competition in the
Alaskan telecommunication markets is intense, are tempering factors
that result in S&P's overall assessment of a "fair" business risk
profile for the company.

The rating also reflects S&P's expectation that the ratio of debt
to EBITDA will be in the low-4x area over the next two years, and
funds from operations (FFO) to debt will be in the high-teens
percentage area.  These factors support S&P's assessment of an
"aggressive" financial risk profile.

On Feb. 2, 2015, GCI Inc. closed its acquisition of Alaska
Communications Systems Group Inc.'s (ACS) 33% stake in the joint
venture The Alaska Wireless Network LLC (AWN), which was announced
in December 2014.  GCI financed the $300 million deal with a $275
million term loan B and $75 million investment by private equity
sponsor Searchlight Capital Partners.  S&P views the transaction as
moderately positive for GCI's business position because it
increased the company's wireless subscriber base by about 75%, with
the addition of around 90,000 customers from ACS, and offered some
cost synergies.

The stable outlook reflects S&P's expectation that growth in
wireless, residential, and business data will more than offset some
residential video erosion and loss of residential voice access
lines to wireless substitution.  S&P expects a relatively stable
EBITDA margin to result in debt leverage in the low-4x area, with
S&P's adjustments.

Although unlikely in the next 12 months, S&P would consider an
upgrade if GCI achieves growth in wireless and data services,
enabling leverage to decline to the mid-3x area on a sustained
basis.

Greater-than-expected wireless competition from Verizon, or an
accelerated loss of video customers to competition or to OTT
Internet-sourced video could weaken the adjusted EBITDA margin to
the low-30% area and increase leverage above 5x, leading to a
downgrade.



GOLD RIVER: The Tsangs Granted Limited Relief from Automatic Stay
-----------------------------------------------------------------
The Hon. Thomas P. Donovan authorized the limited relief from the
automatic stay to effectuate settlement reached between Gold River
Valley, LLC, and Lana Tsang and Elaine Tsang.

The Tsangs are granted relief from the automatic stay for the
limited purpose of recording a deed of trust against the Debtor's
real property in accordance with and in the form set forth in the
settlement agreement, and the 14-day stay after the entry of the
order.

As reported in the Troubled Company Reporter on May 12, 2015, the
Debtor asked that the Court approve a compromise of controversy in
its entirety, authorizing the Debtor to take any and all steps
necessary to comply with and consummate the terms of the agreement,
and granting limited relief from the automatic stay for the purpose
of allowing the Tsangs to record a Deed of Trust.

Gold River Valley sought and obtained the Court's approval to
market and sell its property.  David B. Golubchik, Esq. at Levene,
Neale, Bender, Yoo & Brill, L.L.P.  in Los Angeles, California,
explains that under the Proposed Agreement, the Tsangs will receive
a subordinated secured claim against the Property.  The Debtor
believes that the post-petition Agreement and actions related
thereto do not require relief from stay to record a deed of trust,
but sought Court approval in an overabundance of caution.  Further,
the settlement and approval of the agreement will be in the
overwhelming best interest of the creditors of the estate.

                      About Gold River Valley

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  The case is assigned to Judge Vincent P. Zurzolo.

Gold River Valley's primary asset is a real property located at
650-652 S. Lake Avenue, Pasadena, California 91105.  The Debtor
disclosed $12,000,000 in assets and $8,720,911 in liabilities as of
the Chapter 11 filing.



GOLDEN COUNTY: US Trustee to Continue Creditors Meeting on July 16
------------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Golden County
Foods Inc. will continue the meeting of creditors on July 16, 2015,
at 10:00 a.m., according to a filing with the U.S. Bankruptcy Court
for the District of Delaware.

The meeting will be held at J. Caleb Boggs Federal Building, Room
2112, 844 King St., in Wilmington, Delaware.

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

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

                     About Golden County

Golden County and its affiliates GCF Franchisee, Inc., and GCF
Holdings II, Inc. filed separate Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on May 15, 2015.

Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards,
Layton & Finger, P.A., represent the Debtor in their restructuring
effort.  The Debtors also hired Neligan Foley LLP as local
counsel.

The Debtors estimated assets and debts at $10 million to $50
million.

The U.S. Trustee for Region 3 appointed seven creditors to serve on
the Official Committee of Unsecured Creditors.


GULF PACKAGING: Approved to Pay Prepetition Wages and Expenses
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized, on a final basis, Gulf Packaging, Inc., to pay certain
prepetition (a) wages, salaries, commissions and other
compensation; (b) reimbursable employee expenses, and (c)
obligations relating to benefits programs; in the alternative,
authorize the Debtor to pay certain prepetition claims for
compensation and commissions related to affiliate employees and ADP
as critical vendors.

The prepetition commissions were based upon the prepetition sale of
the Debtor's inventory for eight sales people that are currently
assisting the Debtor in selling inventory, regardless of whether
such person is an independent contractor, ADP employee or affiliate
employee (sales team).

The Court also ordered that total prepetition commissions will not
exceed the gross sum of $279,000 absent further order of the Court,
and reimbursable expenses must not to exceed $12,475.

                       About Gulf Packaging

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

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The Debtor disclosed $16,392,403
in assets and $29,764,425 in liabilities as of the Chapter 11
filing.

The case is assigned to Judge Pamela S. Hollis.  The Debtor tapped
FrankGecker LLP as counsel; BMC Group Inc. as claims and noticing
agent; and the firm of Gavin/Solmonese to provide Edward T. Gavin
as chief restructuring officer.

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

U.S. Trustee Patrick S. Layng continued until June 16, 2015, the
meeting of creditors under 11 U.S.C. Sec. 341(a).



IRONGATE ENERGY: Moody's Assigns 'Caa2' CFR, Outlook Negative
-------------------------------------------------------------
Moody's Investors Services assigned first time ratings to IronGate
Energy Services, LLC, including a Caa2 Corporate Family Rating, a
Caa2-PD Probability of Default Rating and a Caa2 rating to the
company's $210 million senior secured notes due 2018.  Moody's also
assigned a SGL-4 Speculative Grade Liquidity (SGL) Rating. These
are the initial ratings for IronGate, an oilfield services provider
of rental and tubular services to exploration and production (E&P)
companies operating in North America.  The ratings outlook is
negative.

These summarizes the rating activity:

IronGate Energy Services, LLC

Ratings assigned:

  Corporate Family Rating: Caa2
  Probability of Default Rating: Caa2-PD
  $210MM Senior secured notes due 2018: Caa2 (LGD4)
  Speculative Grade Liquidity Rating: SGL-4
  Outlook: Negative

RATINGS RATIONALE

IronGate's Caa2 CFR reflects its elevated leverage, weak operating
results in the current industry down cycle, uncertainty over the
nature and timing of a recovery in its business and poor liquidity.
During 2015, the company has not consistently produced monthly
EBITDA in excess of its accrued interest expense for that month.
In the second half 2015, operating profits and cash flows will
continue to be lower than 2014 levels as a result of the cyclical
downturn in its main US market.  While a recovery in US drilling
activity and the company's business is difficult to predict, the
company's operating results will need to rebound significantly from
current levels in order to provide sufficient cash flow to service
the interest expense on the notes and revolver debt.

The ratings also reflect the company's modest size and business
profile characterized by a narrow product line, meaningful (but not
dominant) market shares, geographic diversity across several US
basins producing tight oil and natural gas, as well as significant
variability in cash flows.  It offers largely commodity products
and services in a competitive market with few barriers to entry and
larger competitors having significantly greater resources.  The
company benefits from elevated profit margins, higher margin
business in Mexico, established customer relationships, the ability
to cut expenses to align its cost structure with the depressed
exploration and production market conditions in 2015, and some
exposure to profitable offshore and Mexico-based business.

The senior secured notes are rated Caa2 under our Loss Given
Default Methodology, the same level as the CFR, reflecting the
relatively small amount of priority-claim secured debt ($20 million
revolver) in IronGate's capital structure.

IronGate has weak liquidity as indicated by its SGL-4 rating.  Its
liquidity is supported by modest cash flow from operations, cash
balances ($17.2 million as of March 31, 2015) and a $20 million
revolving credit facility.  The company may be dependent on its
revolving credit facility in 2015, since it is not expected to
consistently generate sufficient EBITDA to cover its interest
expense.  Moody's do not expect the company to generate meaningful
free cash flow in 2015.  The company is required to pay interest on
its notes totaling $23.1 million per year with approximately $11.5
million paid on January 1 and July 1 of each year.

The $20 million borrowing base revolving credit facility due 2017
had $5 million of outstanding borrowings and available borrowing
capacity of $13.1 million as of March 31, 2015.  The company is
required, under its revolving credit facility, to maintain a fixed
charge coverage ratio of at least 1.1x should Qualified Liquidity
fall below $5 million for a specified period.  The company's
ability to maintain a ratio of at least 1.1x is uncertain during
the second half 2015.  The company benefits from having no
near-term debt maturities; the credit agreement matures in 2017 and
the notes mature in 2018.  The company does not pay regular
dividends.

The negative outlook reflects the decline in IronGate's revenues
during 2015 and uncertainty about when its business will stabilize.
The rating could be downgraded if liquidity is expected to decline
below $12 million or the company does not return to generating at
least $2 million of EBITDA per month such that it covers the
interest expense on its notes.  The ratings could be upgraded if
oilfield services industry conditions improve, and IronGate's
interest coverage exceeds 1.5x and leverage (Debt/EBITDA) declines
below 6x on a sustained basis.

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

IronGate Energy Services, LLC, headquartered in Houston, Texas, is
a provider of rental and tubular services to the oil and natural
gas exploration and production industry in the United States and
Mexico.  It operates through two segments; the Rental Services
segment rents drill string components and other equipment and the
Tubular Services segment provides casing and related services to
drillers.



LAND O' LAKES: Fitch Maintains 'BB' Jr. Sub. Securities Rating
--------------------------------------------------------------
Fitch Ratings views the announced intention to merge Land O' Lakes,
Inc. (LOL) and United Suppliers, Inc. (United) as neutral to
modestly positive to LOL's current ratings. LOL's long-term Issuer
Default Ratings (IDR) are 'BBB-'. The Rating Outlook is Stable.

Fitch anticipates that the merger will be a two-step process, first
combining the two companies' seed and crop protection businesses,
and later bringing in the crop nutrient business when sales
restrictions are released over the next few years. Owner/member
votes, which are scheduled for August 2015, are required for both
companies. Fitch expects the transaction to close shortly
thereafter in October 2015.

LOL's ratings factor in equity financing for the transaction, with
no material incremental long-term debt or cash payments.
Transaction risks include United's higher member payout structure
and higher combined seasonal working capital borrowings, partially
offset by anticipated cost synergies, particularly in procurement.
These risks will be potentially offset by revenue synergies from
cross-selling crop inputs and crop nutrients. Fitch does not
anticipate that the acquisition will be dilutive or impact the
payout to existing LOL equity holders who will continue to be paid
based upon their business generated with the co-op.

The combined company will have increased scale and the ability to
provide customers with expanded product offerings, including
enhanced agricultural services and technologies. These benefits are
important in an industry that has seen rapid consolidation of
suppliers, retailers and growers. In 2014, LOL's WinField division
generated $4.9 billion in seed and crop protection product sales
and United generated $2.6 billion in crop protection, seed and crop
nutrient sales.

The ratings continue to reflect LOL's significant scale as the
second-largest U.S. agricultural cooperative (co-op), consistent
EBITDA growth and reasonable credit metrics. The company's
operations are diversified versus its agricultural peers. LOL's
competitive market positioning is balanced with its
low-single-digit EBITDA margins of approximately 3%, which Fitch
estimates will improve moderately when combined with United's
higher margins, as well as stand-alone supply chain efficiency and
favorable product mix in dairy and feed.

As a co-op, high cash patronage payments of its net profits to
grower/owners leave LOL reliant on external sources of liquidity,
particularly during near- to intermediate-term periods of
heightened capex. Fitch treats the patronage payouts, estimated to
continue at 60% of the prior year's net income, as dividends. LOL's
debt agreements contain credit enhancing restrictions that
subordinate the majority of patronage payments to debt payments.
However, there is a 20% allowed patronage distribution to preserve
the co-op's tax status. Member/owners have incentive to maintain a
relatively conservative capital structure to maintain the financial
health of the co-op.

LOL's leverage (total debt to EBITDA) was 2.6x, total adjusted debt
to EBITDAR was 3.6x and operating EBITDA/gross interest expense was
6.6x for 2014. Fitch's expects total debt/EBITDA will be
approximately flat in 2015 and then improve by approximately one
turn to the 1.5x range in 2016, assuming the co-op's next
significant maturity, a $155 million private placement, is repaid
with cash on hand.

LOL's liquidity is ample at approximately $860 million at March 31,
2015. Seasonal working capital needs are highest during the first
and third quarters and trough-to-peak liquidity varies by
approximately $900 million. Fitch estimates that annual free cash
flow (FCF; cash flow from operations less capex and dividends) will
continue to be relatively flat on average, with FCF margins of +1%
to -1%. Given the lack of materially positive FCF during most
years, LOL has historically relied on asset sales proceeds to
reduce debt.

LOL is a Minnesota-based co-op originally incorporated to meet the
needs of dairy farmers in the Midwest. The company has expanded
through mergers, acquisitions and joint ventures to a revenue base
of $15 billion and EBITDA per Fitch's calculation of approximately
$440 million in 2014. Dairy members supply LOL's Dairy segment with
milk, cream, cheese and butter. Ag members purchase agricultural
products, primarily feed, seed and crop protection products.
United, headquartered in Iowa, comprises 600 agricultural
dealer/owners that operate approximately 2,800 retail locations in
the U.S. and Canada.

RATING SENSITIVITIES

A negative rating action could occur if there is a sustained
weakness or operating profit decline in one of LOL's key business
segments, if total debt to EBITDA is consistently greater than 3x,
and FCF after patronage dividends remains negative for multiple
years. A Board commitment to a patronage payout materially above
60%, which is currently factored into Fitch's base case
projections, could also support a negative rating action.

A positive rating action could occur if LOL diversifies its
portfolio towards higher growth and higher margin categories, if
leverage is sustained below 2x, and the company consistently
generates positive FCF. Fitch does not expect a positive rating
action in the near term due to the low-growth and low-margin
structure of its business segments.

Fitch currently rates LOL as follows:

Land O' Lakes, Inc. (LOL)

-- Long-term IDR 'BBB-';
-- Senior secured credit facility 'BBB-';
-- Senior secured term loan 'BBB-';
-- Senior secured private placement notes 'BBB-';
-- Senior unsecured notes 'BBB-';

Land O' Lakes Capital Trust I

-- Long-term IDR 'BBB-'
-- Junior subordinated capital securities 'BB.'

The Rating Outlook is Stable.



LMI AEROSPACE: Moody's Lowers CFR to B3, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded its ratings for LMI Aerospace
Inc including the company's Corporate Family Rating (CFR) to B3
from B2, and its Probability of Default Rating to B3-PD from B2-PD,
with first and second lien debt ratings falling to Ba3 from Ba2 and
to Caa1 from B3, respectively.  The downgrades reflect operating
performance levels that continue to fall below expectations coupled
with on-going pressures in LMI's engineering and military end
markets which are expected to continue to pressure near-term
earnings growth.  The rating outlook is stable.

These represents Moody's rating actions and ratings for LMI
Aerospace, Inc.:

-- Corporate Family Rating, downgraded to B3 from B2

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

-- $90 million senior secured first lien revolver due 2019,
    downgraded to Ba3 from Ba2, (LGD-2)

-- $250 million senior secured second lien term loan due 2019,
    downgraded to Caa1 from B3 (LGD-4)

-- Speculative Grade Liquidity Rating, SGL-3 (affirmed)

-- Rating Outlook, Stable

RATINGS RATIONALE

The B3 Corporate Family Rating (CFR) reflects LMI's small scale, a
highly leveraged and increasingly strained balance sheet, weak
profitability measures, and a high degree of customer
concentration.  LMI faces a number of challenges including lower
demand for its engineering services, persistent budgetary
constraints in its military segment, and lower production rates and
aftermarket demand for certain commercial aerospace platforms such
as the 747 and 767.  In conjunction with requisite capital
investment to support ramping production on other commercial
programs (737, 787), these factors are expected to result in
inflated working capital consumption and constrained cash flows.
More broadly we expect this will lead to both top-line and earnings
pressures over the next 12 to 18 months, further exacerbating what
is already deemed to be a highly leveraged balance sheet with
Moody's adjusted Debt-to-EBITDA of about 6.0x (as of March 2015).
The rating incorporates the long-term nature and sole-source
supplier status of many of LMI's contracts, which in turn afford
revenue and earnings visibility.  The rating also recognizes the
company's growing content on key commercial aerospace platforms
such as the 737 and 787 as well as growing content on a number of
business jet platforms (G500, G600, G650) which should support
earnings growth over the intermediate-to-longer-term.  The ability
to successfully execute and meet customer delivery schedules on new
content wins and production rate increases will be critical rating
considerations over the forward period.

The stable outlook reflects our expectation that LMI's growing
content on key commercial aerospace platforms should support
top-line and earnings growth over the intermediate term.

Ratings could be upgraded if Debt-to-EBITDA is expected to be
sustained below 5.5x, Free Cash Flow-to-Debt is consistently
maintained at least in the mid-single digit percentage range and
engineering and military-related revenues stabilize.

The ratings could be downgraded if Debt-to-EBITDA is sustained
above 7x times, or if EBITDA margins fall below 10%. A weakening of
LMI's liquidity profile and/or a free cash flow absorptive profile
could also pressure the rating.

The principal methodology used in this rating 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.

LMI Aerospace, Inc., headquartered in St. Charles, Missouri, is a
supplier of structural assemblies, kits, and components and a
provider of design engineering services for the aerospace and
defense markets.  LMI's revenue for the twelve months ended March
2015 was approximately $410 million.



MANCONIX INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Manconix, Inc.
        8585 Commerce Park, Suit 500
        Houston, TX 77036

Case No.: 15-33429

Chapter 11 Petition Date: June 29, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Jeff Bohm

Debtor's Counsel: Miles H. Cohn, Esq.
                  CRAIN, CATON & JAMES, PC
                  1401 McKinney, 17th Floor
                  Houston, TX 77010
                  Tel: 713-752-8668
                  Fax: 713-425-7968
                  Email: mcohn@craincaton.com

                    - and -

                  Michelle Valadares Friery, Esq.
                  CRAIN, CATON & JAMES, P.C.
                  1401 McKinney, Ste 1700
                  Houston, TX 77010
                  Tel: 713-752-8681
                  Fax: 713-658-1921
                  Email: mfriery@craincaton.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Minh Leba, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb15-33429.pdf


MCKEESPORT AREA: Moody's Lowers GO Rating to Ba1, Outlook Negative
------------------------------------------------------------------
Moody's Investors Service has downgraded the McKeesport Area School
District, PA's general obligation rating to Ba1 from A3.
Concurrently, Moody's has downgraded the district's post-default
enhanced rating to Baa2 from A2.  The outlook on both ratings is
negative.  The ratings actions affect approximately $116.4 million
in debt.

SUMMARY RATING RATIONALE

The downgrade of the underlying rating to Ba1 reflects the school
district's small tax base with below-average wealth indices and
heavily burdensome debt.  With rising expenditures, the district
faces increasing liquidity pressure as its limited reserve levels
give little financial flexibility.  The rating also reflects the
district's high poverty levels and increasing charter school
pressure.

The downgrade of the enhanced rating to Baa2 reflects the
deterioration of the underlying credit.  The enhanced rating is
based on the Pennsylvania Act 150 School District Enhancement
program, which is authorized under Sections 633 of the Public
School Code of 1949.  As a post-default program, there is no
structural requirement for future debt service payments to be made
prior to default.  The enhanced rating recognizes that state aid is
sufficient to cover debt service in the event that there are any
missed payments.

OUTLOOK

The negative outlook reflects the ongoing and intensifying
difficulties the district faces in rectifying structurally
imbalanced operations.

WHAT COULD MAKE THE RATING GO UP (removal of negative outlook)

   -- Significant growth in the tax base and wealth levels
   -- Material growth in reserve levels
   -- Regaining of structural balance and improved liquidity

WHAT COULD MAKE THE RATING GO DOWN

   -- Decline in financial reserves
   -- Inability to pay debt service
   -- Deterioration of the tax base

OBLIGOR PROFILE

The district is located in Allegheny County, 15 miles southeast of
Pittsburgh.  The district serves McKeesport City, South Versailles
Township, and the Boroughs of Dravosburg, Versailles, and White
Oak.

LEGAL SECURITY

The district's bonds are secured by its general obligation pledge
with some series subject to Act 1 property tax limitations.

USE OF PROCEEDS

Not applicable.

PRINCIPAL METHODOLOGY

The principal methodology used in the underlying rating was US
Local Government General Obligation Debt published in January 2014.
The principal methodology used in the enhanced rating was State
Aid Intercept Programs and Financings: Pre and Post Default
published in July 2013.



MIG LLC: Needs Oct. 27 Extension of Exclusive Plan Filing Date
--------------------------------------------------------------
MIG, LLC, and ITC Cellular, LLC, ask the U.S. Bankruptcy Court for
the District of Delaware to approve an initial extension of (a) the
period during which the Debtors have the exclusive right to file a
Chapter 11 plan through and including August 28, 2015, and (b) the
period during which the Debtors have the exclusive right to solicit
acceptances of that plan through and including
October 27, 2015.

If the Debtors and their constituents determine that a further
extension of the Exclusive Periods is needed, and no notice of
objection to the further extension is filed by August 21, 2015,
which is the date that is seven days prior to the expiration of the
Exclusive Filing Period, as extended by the Initial Extension,
authorizing the further extension, of (a) the Exclusive Filing
Period through and including October 27, 2015, and (b) the
Exclusive Solicitation Period through and including December 28,
2015.

In support of their extension request, the Debtors' counsel, Dennis
A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, state that while the Debtors, the Official Committee of
Unsecured Creditors and the Indenture Trustee have made significant
progress in the Chapter 11 Cases, especially in light of the recent
negotiations with Dr. George Jokhtaberidze, the Debtors believe
that more time is needed to determine and assess the various issues
presented and decide the most effective way of achieving the
appropriate resolution of the Chapter 11 Cases.

Nancy A. Mitchell, Esq., and Maria J. DiConza, Esq., at Greenberg
Traurig, LLP, in New York, also represent the Debtors.

                           About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and  
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The cases
are assigned to Judge Kevin Gross.  MIG LLC disclosed $15.9 million
in assets and $254 million in liabilities.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.


ODYSSEY CONTRACTING: Case Summary & 13 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Odyssey Contracting Corp.
        2435 West Pike Street
        Houston, PA 15342

Case No.: 15-22330

Chapter 11 Petition Date: June 29, 2015

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Hon. Carlota M. Bohm

Debtor's Counsel: Robert O Lampl, Esq.
                  ROBERT O LAMPL, ATTORNEY AT LAW
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: 412-392-0330
                  Fax: 412-392-0335
                  Email: rol@lampllaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stavros Semanderes, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb15-22330.pdf


RADIOSHACK CORP: Aug. 26 Joint Plan & Disclosures Hearing
---------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware will convene a combined hearing on Aug. 26,
2015, at 11:00 a.m., to consider confirmation of the Joint Plan of
Liquidation of RS Legacy Corporation, f/k/a Radioshack Corp., et
al., and approval of the disclosure statement explaining that
plan.

Objections, if any, to approval of the Disclosure Statement and/or
confirmation of the Plan must be filed no later than Aug. 19.  The
Debtors are permitted to file a brief in support of plan
confirmation and the adequacy of the Disclosure Statement and reply
to any objections no later than Aug. 24.  To be counted as votes to
accept or reject the Plan, all Ballots must be properly executed,
completed and delivered no later than Aug. 21.  The Debtors will
file the Tabulation Affidavit no later than Aug. 25.

The solicitation procedures and schedule was revised following the
Court's advice at the June 25, 2015 Solicitation Procedures Motion
that it was prepared to enter an order granting the Solicitation
Procedures Motion subject to the Debtors' submission of a revised
form of order.  The Debtors received objections to the Solicitation
Procedures Motion from Salus Capital Partners, LLC, and the ERISA
Plaintiffs, and a joint limited objection from Cantor Fitzgerald
Securities LLC, as DIP Agent and Pre-Petition ABL Agent, and the
First Out ABL Lenders.  In response to the objections, the Debtors
maintain that the prompt pursuit of confirmation of a Chapter 11
plan of liquidation is a superior alternative to a Chapter 7
liquidation under the circumstances.

The Debtors, on June 24, 2015, revised the Disclosure Statement to
incorporate, among other things, (i) specific amounts for the
estimated aggregate amount of claims for each class of claim, and
(ii) changes to their corporate names.  

The Plan provides for the following claims classification and
treatment:

   * Class 1 - Priority Claims.  Unimpaired.  Will receive cash in
an amount equal to the Allowed Claim.  Estimated Claim Amount:  $3
million to $6 million.  Estimated percentage recovery: 100%

   * Class 2 - Secured Claims.  Unimpaired.  Will receive, at the
sole and exclusive option of the Liquidating Trustee: (a) Cash
equal to the amount of the Claim; (b) the collateral securing the
Claim; or (c) satisfaction of the Claim pursuant to other terms and
conditions as may be agreed upon by the Liquidating Trustee and the
holder of the Claim.  Estimated claim amount: $60 million to $70
million.  Estimated percentage recovery: 100%

   * Class 3 - IRS Claims.  Impaired.  Will receive treatment of
the Claim pursuant to terms and conditions as (a) may be agreed by
the holder of the Claim or (b) ordered by the Bankruptcy Court.
Estimated claim amount: $0 to $113 million.  Estimated percentage
recovery: Subject to negotiation.

   * Class 4 - Dark Store Claims.  Impaired.  Will receive Cash
equal to 75% of the amount of the Claim, unless the holder of the
Claim agrees to less favorable treatment.  Estimated claim amount:
$250,000 to $500,000.  Estimated percentage recovery: 75%.

   * Class 5 - General Unsecured Claims.  Impaired.  Will receive a
Pro Rata share, with Allowed Claims in Classes 6 and 7, of the
Remaining Liquidating Trust Assets.  Estimated claim amount: $150
million to $250 million.  Estimated percentage recovery: [__]%

   * Class 6 - SCP Lender Deficiency Claims.  Impaired.  Will
receive (a) a Pro Rata share, with Allowed Claims in Classes 5 and
7, of the Remaining Liquidating Trust Assets plus (b) the Potential
SCP Lenders Additional Distributions.  Estimated claim amount: $80
million to $90 million.  Estimated percentage recovery: [__]% +
Potential SCP Lender Additional Distributions

   * Class 7 - 2019 Note Claims.  Impaired.  Will receive (a) a Pro
Rata share, with Allowed Claims in Classes 5 and 7, of the
Remaining Liquidating Trust Assets plus (b) the Potential 2019 Note
Additional Distributions.  Estimated claim amount: $330 million.
Estimated percentgage recovery: [__]% + Potential 2019 Note
Additional Distributions.

   * Class 8 - Intercompany Claims.  Impaired.  No property will be
distributed to or retained on account of the Intercompany Claims.
On the Effective Date, all Intercompany Claims will be released and
of no further force or effect.  Estimated claim amount: $0 to $2.3
billion.  Estimated percentage recovery: 0%

   * Class 9 - Stock Interests in Radioshack.  Impaired.  On the
Effective Date, all outstanding Stock Interests of RadioShack will
be cancelled.  Upon cancellation, no property will be distributed
to, or retained by, holders of the Stock Interests of RadioShack.
On the Effective Date, the Liquidating RadioShack Stock will be
issued to the Liquidating Trust.  Estimated claim amount: N/A.
Estimated percentage recovery: 0%.

   * Class 10 - Stock Interests in Other Debtors.   Impaired.  The
outstanding Stock Interests of each Other Debtor will remain
outstanding and will be cancelled when the existence of the Other
Debtor is terminated in accordance with the Plan.  Upon
cancellation, no property will be distributed to, or retained by,
holders of the Stock Interests.  Estimated claim amount: N/A.
Estimated percentage recovery: 0%.

A blacklined version of the June 24 Disclosure Statement is
available at http://bankrupt.com/misc/RSds0624.pdf

                   About RadioShack Corporation

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

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

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

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

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

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


REVLON CONSUMER: Moody's Affirms Ba3 CFR, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Revlon Consumer Product
Corporation's Ba3 Corporate Family Rating and revised the outlook
to stable from negative.  Concurrently, Moody's affirmed Revlon's
Ba2 senior secured rating and its B2 senior unsecured rating.  The
change in outlook to stable reflects the company's improved
operating performance since the acquisition of The Colomer Group in
2013, the incremental decline in leverage in that time period and
management's focus on continued deleveraging.  While debt-to-EBITDA
leverage is still high (5.5x at 3/31/15), Moody's expects that the
company's ability to generate good free cash flow supports reducing
leverage to under 5x by the end of FY2015 and ultimately to a level
of 4x over the next 18 to 24 months.

Ratings affirmed:

Issuer: Revlon Consumer Products Corporation

   -- Corporate Family Rating at Ba3;
   -- Probability of Default Rating at Ba3-PD;
   -- Senior Secured Bank credit facilities at Ba2 (LGD 3);
   -- Senior Unsecured Regular Bond/Debenture due February 15,
      2021 at B2 (LGD 5)
   -- Speculative Grade Liquidity Rating at SGL-1

The outlook is stable.

RATINGS RATIONALE

Revlon's Ba3 Corporate Family Rating reflects the company's modest
scale relative to primary competitors, high leverage and event
risks related to the controlling ownership by M&F Worldwide/Ron
Perelman.  It also reflects the company's strong global brand
franchises, as well as good geographic and product diversification
for a number of well-known beauty brands.

Operational improvements in recent years is leading to positive and
consistent cash flow.  This is providing the company more
flexibility to re-invest through product development, required
display spending, increased product promotional support and through
acquisitions.  Revlon's high leverage and smaller scale relative to
more diversified and highly competitive global cosmetic suppliers
create vulnerability to changes in the economic environment, shifts
in consumer demand and the product, pricing and promotional
activities of competitors.  Debt financing for the acquisition of
Colomer in 2013 increased leverage to around 6.8x at closing,
though the company has managed to reduced leverage to approximately
5.5 times as of March 30, 2015.  Moody's expects that Revlon will
generate modest revenue and EBITDA growth in 2015 and 2016.  The
rating agency also expects Revlon to utilize cash and free cash
flow for continued debt reduction and earnings accretive
acquisitions such that debt/EBITDA is reduced to a level below 5x
by the end of 2015 and to a level of 4x within 18 to 24 months.

The stable outlook reflects Moody's expectation that Revlon will
continue to generate good cash flow and maintain good liquidity.

Revlon's ratings could be downgraded if the company's operating
performance deteriorates or if for any reason the company fails to
reduce debt/EBITDA leverage below 4.5x over the next 18 to 24
months.

For an upgrade, Revlon will need to increase its scale, and
generate meaningful free cash flow.  Revlon will also need to
maintain above average organic growth, and improve its market share
for its core Revlon and Almay brands.  Revlon will also need to
sustain debt/EBITDA below 4.0x, EBIT-to-interest expense of at
least 3.0x, and maintain good liquidity.

The principal methodology used in these ratings was Global Packaged
Goods published in June 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.

Revlon, headquartered in New York, NY, is a worldwide cosmetics,
hair color, hair care, men's grooming products, beauty tools,
fragrance, and personal care products company.  The company is a
wholly-owned subsidiary of publicly-traded Revlon, Inc., which is
majority-owned by MacAndrews & Forbes (M&F).  M&F is wholly-owned
by Ronald O. Perelman.  Revlon's principal brands include Revlon,
Revlon Professional, CND, Almay, American Crew and Mitchum.
Revlon's net sales for the 12 months ended March 2015 were
approximately $1.9 billion.



REXNORD LLC: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Rexnord LLC to stable from positive and affirmed its ratings on the
company, including the 'BB-' corporate credit rating.

"The outlook revision reflects our view that the company is likely
to maintain higher leverage over the next 12 months than our
previous expectation of debt to EBITDA below 4x," said Standard &
Poor's credit analyst Svetlana Olsha.  "Given our expectation for
continued tepid end-market demand, we believe leverage will remain
between 4x and 5x during the next 12 months," she added.

S&P's assessment of Rexnord's business incorporates S&P's
expectation that the company will maintain good market positions
(No. 1 or No. 2 in most of the markets it serves) and solid
engineering capabilities, which present a barrier to entry for
competitors.  The company has a broad product portfolio within the
markets it serves, and it operates with fair geographic diversity,
generating about two-thirds of its sales in the U.S. for fiscal
year ended March 2015, with the remainder split between Europe and
the rest of the world.  The company benefits from a large
percentage of aftermarket sales (about half of the Process and
Motion Control segment sales are to distributors), but it is
subject to cyclical swings.

The outlook is stable.  S&P expects that Rexnord's credit measures
will remain steady against a backdrop of overall sluggish demand
conditions.  For the current rating, S&P expects Rexnord to
maintain debt to EBITDA of 4x to 5x and FFO to debt of 12% to 20%.

S&P could raise the rating if it expects Rexnord to maintain credit
measures appropriate for a higher financial risk profile assessment
("significant" instead of "aggressive"), including debt to EBITDA
of less than 4x.  S&P could also raise the rating if Rexnord
increases its scale, scope, and diversity.

S&P could lower the rating if the company's debt to EBITDA
deteriorates to above 5x and FFO to Debt drops below 12%.  This
could occur if market downturn or operational weakness result in
declining revenues and margin deterioration, or if the company
pursues large debt-financed acquisitions or more aggressive share
repurchase initiatives.



SABINE PASS: Moody's Affirms B1 Rating on $2.1BB Sr. Secured Bonds
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on Sabine Pass
Liquefaction LLC's senior secured debt consisting of $8.5 billion
of bonds and $4.6 billion of bank loans, which was recently upsized
by $3.7 billion.  Moody's also affirmed Sabine Pass LNG, L.P.'s
(SPLNG) B1 rating on its $2.1 billion of senior secured bonds.  The
rating outlooks for SPL and SPLNG are stable.

Proceeds from the $3.7 billion upsizing in SPL's bank loan along
with additional reliance on operating cash flow will fund a fifth
liquefied natural gas (LNG) train and extensive improvement of
common facilities, such as new power generation equipment.  Total
sources of funds for the construction of SPL consist of $13.1
billion of debt, $2 billion of equity, $2.9 billion of operating
cash flows including margin on commission LNG sales, and $188
million of sales tax rebates.

RATINGS RATIONALE

The Ba3 rating affirmation reflects both positive and negative
developments associated with SPL's Train 5 expansion.  Positive
changes include a new $1.2 billion working capital facility and
SPL's substantial progress on its natural gas feedstock sourcing
plans.  While SPL's $1.2 billion working capital (WC) facility is
primarily meant for feedstock purchases and collateral posting
requirements, the WC facility also includes a $460 million sublimit
for a debt service reserve (DSRA) letter of credit (LC) and a $200
million sublimit for general corporate purposes.  Moody's views the
new WC facility as materially increasing SPL's liquidity position
since it addresses the currently unfunded 6-month DSRA and provides
liquidity to backstop a substantial amount of future feedstock
purchase and collateral posting requirements. Regarding the latter,
SPL has made substantial progress on its feedstock sourcing and
transportation plans including sufficient contracted natural gas
transportation for all five LNG trains and a large natural gas
supply portfolio with numerous counterparties at varying pricing.

However, the Ba3 rating also considers additional credit challenges
associated with the planned fifth LNG train including a 39%
increase in total debt relative to a 11-15% increase in annual cash
flow depending on the scenario, decline in proforma debt service
coverage ratio (DSCR) financial metrics to the 'Ba' category
(instead of the 'Baa' category) under Moody's Case, continued
delays in direct construction, and incremental construction risk
associated with a fifth LNG train and new common facilities.  The
disproportionate debt increase reflects Train 5 's relatively high
EPC costs since the construction costs include spending on common
infrastructure that benefits a potential 6th LNG train, more
difficult soil conditions, and SPL's growth beyond its ability to
use existing infrastructure at SPLNG.  In addition to higher debt,
the Train 5 expansion results in a large jump in forecasted O&M
costs partly owing to an increase in contractual payments back to
Total S.A., a Train 5 and SPLNG off-taker.  The combination of
disproportionally higher debt, longer construction period, and
operating cost increases ultimately results in lower pro-forma DSCR
financial metrics.  However, we recognize that the incremental cost
of a sixth LNG train would be substantially lower cost than Train 5
thus leaving open the possibility of stronger financial metrics if
another LNG train were to be built.  Such an expansion is likely if
SPL is able to source additional long term contracts for Train 6.

Construction & Contingency Update

On the construction front, SPL continues to move forward albeit
behind target dates with overall progress at 90.8% (versus 92.6%
planned) for Trains 1 & 2 and 67.7% (versus 70.1% planned) for
Trains 3 & 4 as of May 2015.  However, direct construction remains
behind target schedule at 81.9% complete (versus 85.6% planned) for
Trains 1 & 2 and 29.2% complete (versus 37.8% planned) for Trains 3
&4.  Skilled labor availability and adverse weather have been major
challenges to SPL's construction progress relative to its planned
targets.  SPL continues to anticipate catching up on schedule and
as such, its target completion dates have not changed.  On the
contingency side, SPL's expects to increase this figure to the
independent engineer's recommended amount as part of the Train 5
financing; however, the project will have additional funds through
excess operating cash since SPL will not use all of its operating
cash flow to fund construction.  However, some of these funds could
be used in a Train 6 expansion.

Key Credit Factors

Beyond recent developments, the main credit factors supporting
SPL's underlying Ba3 senior secured rating are its long-term
contract with investment grade off-takers, the possibility of 'Ba'
category DSCR financial metrics emerging during operations, and EPC
contracts with Bechtel.  Sizeable third party equity investment of
$2 billion, mostly traditional project finance protections for the
senior secured bank loans, and the utilization of existing
infrastructure are also considered positive factors. Key credit
risks include the considerable construction challenges such as the
reliance on $2.9 billion of operating cash flow to fund
construction, operating period execution risks such as sourcing gas
feedstock, major debt maturities from 2020 through 2025, and SPL's
historical inexperience at operating liquefaction plants.  Other
key considerations include management's aggressive financial
policies, debt at the Creole Trail Pipeline that indirectly
increases leverage, and as discussed above, uncertainties on a
Train 6 expansion.

SPLNG Rating Affirmation

SPLNG's B1 rating reflects long-term contracts with highly rated
third parties for approximately 50% of revenues, acceptable
operational performance since 2009, and some project finance
protections.  An affiliate contract with SPL should also provide
greater cash flow certainty once SPL achieves operations.  The B1
rating also considers SPLNG's high standalone leverage, uneconomic
competitive position, a large debt maturity in 2016 that coincides
with SPL's construction period, and the likely continuation of low
financial metrics until SPL reaches commercial operations.  Until
the start of the SPL LNG trains, we expect SPLNG will achieve an
interest coverage ratio of around 1.2 to 1.4 times and FFO/Debt of
only 2% to 3%, which is consistent with recent financial
performance.

SPL and SPLNG's stable rating outlook reflects our assumption that
SPL's construction will be completed without substantial delay or
cost overruns.  It also considers Moody's expectation that SPL and
SPLNG will meet their performance obligations under their
respective off-take contracts.

SPL and SPLNG's ratings are unlikely to be positively affected in
the near term given SPL's delays in construction and the increased
leverage associated with Train 5 financing.  Positive trends that
could lead to an upgrade include SPL's successful construction
completion of multiple LNG trains and demonstrated good operational
performance at SPL and SPLNG.

SPL and SPLNG's ratings could be downgraded if SPL incurs
significant construction cost overruns or delays, if SPLNG incurs
major operating problems or if further expansion adds significant
financial and construction risk.  SPL and SPLNG's ratings could
also face negative rating action if SPL's feedstock sourcing
strategy introduces significant imperfections or cash flow
volatility or if any of SPL's governmental authorizations are
revoked or limited.

Sabine Pass Liquefaction LLC (SPL) expects to build and operate a
nameplate 22.5 million ton per annum (mtpa) liquefied natural gas
(LNG) project located in Cameron Parish, Louisiana next to the
existing Sabine Pass LNG L.P.'s regasification plant (SPLNG). SPL's
output is effectively contracted with BG Group, Gas Natural SA,
Korea Gas Corporation, GAIL, Centrica, and Total SA under 20 year
off-take contracts.  Cheniere Energy Partners (CQP) owns SPL. CQP
is directly or indirectly owned by private equity funds managed by
Blackstone, Cheniere Energy, and public investors.



SABINE PASS: S&P Affirms 'BB+' Rating on Sr. Secured Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
project issue ratings Sabine Pass Liquefaction LLC's (SPLIQ) senior
secured credit facilities and notes.  The '2' recovery rating is
unchanged, and indicates S&P's expectation of substantial (70% to
90%; high end of the range) recovery in the event of a payment
default.  The outlook is stable.

The addition of train 5 and associated debt does not change S&P's
construction phase standalone credit profile (SACP) or operating
phase risk SACP.  However, the expansion and increased debt leads
to lower debt service coverage ratios (DSCR) in the operating phase
under S&P's assumed refinancing scenario.  

Construction of trains 1 to 4 is progressing generally as planned.
Bechtel Oil Gas & Chemicals Inc. is building the trains under
engineering, procurement, and construction (EPC) contracts.  As of
May 2015, construction of trains 1 and 2 was 81.9% complete, while
the effort for trains 3 and 4 was 29.2% complete.  These figures
represent only physical construction, not overall construction,
which would also include engineering, procurement, and
subcontracting.  The current schedule has the four trains beginning
operations between February 2016 and August 2017. However, Lummis
Consultants (the independent technical expert overseeing the
construction phase) reports that while Bechtel is well within the
EPC guarantee completion dates, it is several weeks behind the
target completion dates.

"The stable outlook reflects our assessment of favorable current
construction progress and counterparty ratings above the project
rating," said Standard & Poor's credit analyst Terry Pratt.

During construction, an upgrade could occur if there was more
certainty of construction funding adequacy, which would likely
require successful completion of at least trains 1 and 2, which
would give more assurance of precompletion cash flows that SPLIQ is
planning on to fund construction and the operations phase debt
service reserve.  Once operations begin, S&P would expect the debt
rating to be 'BBB-' based on its current operations phase risk
profile assessment, including counterparty creditworthiness, and
transaction structure assessment.  An improvement in operating
phase rating would likely require higher counterparty
creditworthiness and sustainable DSCRs of more than 1.3x

The most likely factors that could lead to a downgrade would be if
construction costs increase materially from current estimates such
that S&P's estimate of funding availability under downside
conditions falls short of current funding sources.



SAN GOLD: Canada Court Sets July 19 Claims Bar Date
----------------------------------------------------
The Court of Queen's Bench in Canada issued an order on June 19,
2015, in the Bankruptcy and Insolvency Act proceedings of San Gold
Corporation requiring that all persons who assert claim against
directors or officers of the company, must file a proof of claim
with respect to claims with MNP Ltd. on or before 5:00 p.m.
(Winnipeg Time) on July 19, 2015, by sending the proof of claim to
the proposal trustee by prepaid ordinary mail, registered mail,
courier, personal deliver or electronic transmission at:

MNP Ltd.
301-1661 Portage Avenue
Winnipeg, MB R3J 3T7
Tel: 204-336-6235
Fax: 204-772-9687
Attn: Gordon V. Neudorf
Email: gord.neudorf@mnp.ca

                         About San Gold

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


SARATOGA RESOURCES: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Saratoga Resources, Inc., et al., filed with the U.S. Bankruptcy
Court for the Western District of Louisiana, LaFayette Division, a
list disclosing the following as their largest unsecured
creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
A & E Engine & Compression                                 $9,331
1556 MacArthur Ave.
Harvey, LA 70058

American Eagle Logistics                                   $4,485
P.O. Box 3307
Lafayette, LA 70502

Brian Albrecht                                           $450,000
5409 Janice Ave.
Kenner, LA 70065

Buras Oilfield Services, LLC                              $88,588
30975 Highway 11
Buras, LA 70041

Contractors, Inc.                                         $10,985
PO Box 310
Empire, LA 70050

Datacom                                                   $42,943
100 Enterprise Blvd
Lafayette, LA 70506

Deep South Oilfield                                        $3,415
Construction LLC
37213 Hwy 11
Buras, LA 70041

Diamond Oil Field Supply, Inc.                            $13,647
P. O. Box 1168
Broussard, LA 70518

Ervin Well Site Consultants,                              $24,150
LLC
208 NE 1st Street
Andrews, TX 79714

Fremin's Supply & Distribution                            $24,211
26277 Hwy 23
Port Sulphur, LA 70083

Gaubert Oil Co.                                            $3,925
PO Box 310
Thibodaux, LA 70302

Harvest Operating, LLC                                 $3,757,050
7039 Hwy 190 E Service
Road, Ste. A
Covington, LA 70433

Looper, Goodwine & Ballew P.C.                            $77,904
601 Poydras Street, Suite 2200
New Orleans, LA 70130

M & M Wireline & Offshore Serv                            $41,213
P. O. Box 592
Belle Chasse, LA 70037

Malone & Bailey                                           $25,000
9801 Westheimer Rd.
Suite 100
Houston, TX 77042

NGE Techs, LLC                                            $14,383
PO Box 1463
Breaux Bridge, LA 70517-1463

Paul's Insurance Services                                  $8,750
PO Box 1599
Gray, LA 70359

Robert A. Schroeder, Inc.                                 $24,608
P O Box 681
Mandeville, LA 70470-0681

Slattery Marino & Roberts                                 $99,317
1100 Poydras Street
Suite 1800
New Orleans, LA 70163

Y & S Marine, Inc.                                        $19,793
PO Box 669
Belle Chasse, LA 70037

                     About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com-- is an  
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.

Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015.  The lead case is In re Harvest
Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.).

The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.


SARATOGA RESOURCES: Needs Until Aug. 3 to File Schedules
--------------------------------------------------------
Saratoga Resources, Inc., et al., ask the U.S. Bankruptcy Court for
the Western District of Louisiana, LaFayette Division, to extend
through and including Aug. 3, 2015, the date by which schedules of
assets and liabilities and statements of financial affairs must be
filed.

According to Tristan E. Manthey, Esq., at Heller, Draper, Patrick,
Horn & Dabney, L.L.C., in New Orleans, Louisiana, the Debtors will
not be in a position to complete their Schedules and SOFAs by the
July 2, 2015, deadline.  Completing the lists of executory
contracts and unexpired leases, Schedules and SOFAs for each of the
Debtors will require the collection, review and assembly of
information from the Texas jobsite and multiple jobsites and
Louisiana, involving numerous contractors and subcontractors, Mr.
Manthey tells the Court.  Nevertheless, recognizing the importance
of assembling the information, the Debtors intend to complete the
Lists and Schedules and SOFAs as quickly as possible under the
circumstances, Mr. Manthey assures the Court.

The Debtors are also represented by William H. Patrick, III, Esq.,
and Cherie Dessauer Nobles, Esq., at Heller, Draper, Patrick, Horn
& Dabney, L.L.C., in New Orleans, Louisiana; and Louis Phillips,
Esq., at Gordon, Arata, McCollam, Duplantis & Eagan, LLC, in Baton
Rouge, Louisiana.

                     About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com-- is an  
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.

Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015.  The lead case is In re Harvest
Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.).

The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.


SARATOGA RESOURCES: Seeks to Use Noteholders' Cash Collateral
-------------------------------------------------------------
Saratoga Resources, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Western District of Louisiana, LaFayette
Division, to use cash which may constitute cash collateral under
the Bankruptcy Code.

Before the Petition Date, the First Lien Credit Parties and the
First Lien Trustee, underwhich the Bank of New York Mellon Trust
Company, N.A., serves as indenture trustee.  On January 30, 2015,
the parties entered into a Forbearance Agreement pursuant to which
they acknowledged and agreed that (i) as of January 30, 2015, the
aggregate principal balance of the outstanding obligations under
the First Lien Indenture was $54,600,000, (ii) the interest,
including default interest accruing of the First Lien Indenture,
that was due and payable as of January 30, 2015 was $1,378,650, and
(iii) the interest accrued that was not due and payable as of
January 30, 2015 was an additional $455,000.

Before the Petition Date, the Debtors were liable to the Second
Lien Noteholders in respect of obligations under the Second Lien
Indenture, under which Wilmington Savings Fund Society, FSB, as
successor to Bank of New York Mellon Trust Company, serves as
indenture trustee.  On January 30, 2015, the parties entered into a
Forbearance Agreement to Second Lien Indenture pursuant to which
the Second Lien Credit Parties acknowledged and agreed that (i) as
of January 30, 2015, the aggregate principal balance of the
outstanding obligations under the Second Lien Indenture was
$125,200,000, (ii) the interest, including default interest
accruing to the Second Lien Indenture, that was due and payable as
of January 30, 2015 was $7,919,552, and (iii) the interest accrued
that was not due and payable as of January 30, 2015, was an
additional $1,304,166.

The First Lien Noteholders and the Second Lien Noteholders assert
valid properly-perfected liens on and security interests in the
Debtors' Cash Collateral.

The First Lien Noteholders and Second Lien Noteholders will
receive, as adequate protection, (1) payment of the First Lien
Trustee's, Second Lien Trustee's, and Majority Noteholders'
professionals' fees and expenses; (2) Adequate Protection Liens;
and (3) Superpriority Claims.

                     About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com-- is an  
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.

Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015.  The lead case is In re Harvest
Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.).

The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.


SIERRA HAMILTON: S&P Lowers CCR to 'CCC+', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sierra Hamilton LLC to 'CCC+' from 'B-'.  The rating
outlook is stable.  At the same time, S&P lowered the issue-level
rating to 'CCC+' from 'B-'.  The recovery rating remains '4',
reflecting S&P's expectation of average (lower half of the 30% to
50% range) recovery in the event of a payment default.

"The downgrade reflects the spike in debt leverage due to the
continued weak drilling levels by the exploration and production
industry and our expectation that Sierra Hamilton's debt-to-EBITDA
ratio will likely exceed 10x in 2015," said Standard & Poor's
credit analyst David Lagasse.  "Demand for Sierra Hamilton's
contract workers is highly dependent on the drilling and completion
activity of the industry, which we expect to remain soft until
hydrocarbon prices improve on a sustained basis," he added.

Nevertheless, thanks to its limited capital-spending requirements
and S&P's expectation for positive working capital in 2015,
liquidity should remain "adequate" over the next 12 months, and
provide near-term support for ratings until market conditions
strengthen.

S&P also considers Sierra Hamilton's business risk profile to be
"vulnerable," reflecting the company's small scale, niche position,
and exposure to volatile and highly competitive oil and gas
markets.  S&P considers the company's financial risk profile to be
"highly leveraged," based on S&P's criteria.

The stable outlook reflects S&P's expectation that liquidity will
remain "adequate," allowing Sierra Hamilton to cover operating and
interest expenses over the next 12 to 24 months.

S&P could lower the rating if it expected liquidity to weaken to
"less than adequate," which S&P believes could occur due to a
prolonged and continued downturn in  E&P drilling levels, resulting
in lower revenues and cash flows.

An upgrade over the next 12 months is unlikely given S&P's
expectations for continued interest coverage below 1x until a
material, sustained improvement in market conditions occurs.  For
an upgrade to occur, S&P would expect Sierra Hamilton LLC to be
able to maintain debt to EBITDA below 5x throughout the business
cycle.



SOUTHEASTERN BOLT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southeastern Bolt & Screw, Inc.
        1037 16th Avenue West
        Birmingham, AL 35204

Case No.: 15-02525

Chapter 11 Petition Date: June 29, 2015

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

Debtor's Counsel: Lee R. Benton, Esq.
                  BENTON & CENTENO, LLP
                  2019 3rd Ave N
                  Birmingham, AL 35203
                  Tel: 205 278-8000
                  Email: lbenton@bcattys.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Walter Andrews, III, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb15-02525.pdf


TIERRA DEL REY: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tierra Del Rey, LLC
        2607 1st Avenue, Suite 1
        San Diego, CA 92103

Case No.: 15-04253

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 29, 2015

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Laura S. Taylor

Debtor's Counsel: Craig E. Dwyer, Esq.
                  8745 Aero Drive, Suite 301
                  San Diego, CA 92123
                  Tel: (858) 268-9909
                  Fax: (858) 268-4230
                  Email: craigedwyer@aol.com

Total Assets: $10.8 million

Total Liabilities: $5.5 million

The petition was signed by Cheryl R. Lee, officer of managing
member.

List of Debtor's 16 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Home Depot Credit Card                                  $10,809
Michael C. Dallo Tax Attorney & CPA                      $9,488
Marlin Leasing Corporation                               $7,000
Helix Water District                                     $6,810
Franchise Tax Board Bankruptcy Section                   $5,600
Edco Disposal Corp                                       $4,142
Howard Burns, Esq.                                       $3,402
JES Taxes                                                $2,700
HD Supply                                                $1,291
Preston Delery and Cassandra Inzunza                       $724
Cox Cable                                                  $548
Jamie Jo Hlavin                                            $500
Foothills Pool Service                                     $390
Pitney Bowes                                               $356
Aloha City Pest Control Inc                                $260
SSD Systems Security Signal                                $189


TOLLENAAR HOLSTEINS: Gets Approval to Obtain Loan From Hartford
---------------------------------------------------------------
The bankruptcy trustee of Tollenaar Holsteins received court
approval to borrow up to $55,000 from Hartford Life and Accident
Insurance Company.

U.S. Bankruptcy Judge Christopher Jaime authorized Russell Burbank
to get the loan, which the trustee will use to maintain the
Tollenaar Holsteins dairy farm in Elk Grove, California.

Repayment of funds advanced by Hartford will be made exclusively
from the proceeds of the sale or disposition of the insurance
company's collateral, according to court filings.

Hartford holds an $8.4 million claim against Tollenaar Holsteins,
which is secured by first deeds of trust on the Elk Grove
property.

                 About Tollenaar Holsteins

Tollenaar Holsteins and its affiliates Friendly Pastures, LLC, and
T Bar M Ranch, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 15-20840) on Feb. 4,
2015. The case is assigned to Judge Christopher D. Jaime.

The Debtors' counsel is Jason E. Rios, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California.

The cases of Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar
M Rancg, LLC, are jointly administered under the lead case of
Tollenaar 
Holsteins, Case No. 15-20840.

Russell K. Burbank was appointed as the Chapter 11 trustee for the
Debtor.


TRANS UNION: Moody's Assigns 'B1' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned to Trans Union LLC, an indirect
subsidiary of TransUnion, a B1 Corporate Family Rating, a B2-PD
Probability of Default Rating and an SGL-2 Speculative Grade
Liquidity rating.  As part of the rating actions, Moody's also
assigned B1 ratings to Trans Union LLC's new $210 million of
revolving credit facility and $350 million of new senior secured
term loans, and downgraded the rating for its existing $1.88
billion senior secured term loan to B1, from Ba3.  The ratings have
a stable outlook.  TransUnion will use net proceeds from the new
credit facilities along with the net proceeds of approximately $721
million from the initial public offering (IPO) of its common stock
to redeem about $1 billion of outstanding senior unsecured notes
atTransUnion.  The ratings have a stable outlook.

Moody's repositioned the CFR at Trans Union LLC from TransUnion, as
the parent holding company will no longer have any outstanding debt
and does not guarantee the senior secured credit facilities at
Trans Union LLC.  Moody's will withdraw TransUnion's existing B2
CFR, B2-PD PDR, and SGL-2 rating, as well as the ratings for its
senior unsecured notes and TransUnion LLC's existing senior
revolving credit facility upon repayment and cancellation of debts.
These rating actions conclude the review for TransUnion's ratings
which was initiated on June 18, 2015, following the company's
announcement of its planned IPO.

RATINGS RATIONALE

The B1 CFR reflects a significant improvement in TransUnion's
financial profile after the IPO.  Pro forma for the repayment of
debt,TransUnion's total debt to EBITDA (Moody's adjusted) will
decline by about 1.5x to the mid 5x level and the refinancing and
repayment of debt will yield about $86 million in annual interest
cost savings.  Moody's expects TransUnion's free cash flow (after
minority dividends) to increase to about 5% to 6% of total debt
over the next 12 to 18 months, compared to less than 1% over the
LTM 1Q 2015 period, and total debt to EBITDA should decline to
about 4.5x by the end of 2016, principally from EBITDA growth.
Moody's expects TransUnion to maintain annual revenue growth of
about 5% to 6% over this period.

The B1 CFR is further supported by TransUnion's sustainable market
position as one of the three principal global consumer credit
bureaus.  The industry has high barriers to entry as the large
incumbents own proprietary consumer credit databases and provide
information services that are critical to their customers'
decision-making processes.  The rating also incorporates
TransUnion's high regulatory risks and challenges in managing the
business amid increasing regulatory scrutiny of the consumer credit
reporting industry.  Although revenues continue to diversify, a
significant portion of its revenues is driven by demand for credit
reports, which is affected by cyclical macroeconomic factors.

Moody's lowered the rating for Trans Union LLC's existing $1.88
billion term loan from Ba3, to B1, due to their higher expected
loss rates as junior debt will partly be refinanced with senior
secured debt.  The senior secured credit facilities are rated equal
to the CFR as loans under the credit facilities will comprise the
preponderance of debt in the capital structure.

The stable outlook is based on Moody's expectations for good
revenue growth and free cash flow growing to 5% to 6% of total
debt.

The SGL-2 liquidity rating reflects TransUnion's good liquidity
consisting of its cash balances, projected free cash flow and
partial access to the new revolving credit facility.  Moody's
expects TransUnion to maintain ample flexibility under the
covenants that will apply to the new revolving credit facility and
the term loans.

Moody's could raise TransUnion's rating if the company maintains
good earnings growth and demonstrates balanced financial policies.
The rating could be upgraded if Moody's believes that TransUnion
will sustain total debt to EBITDA below 4.5x (Moody's adjusted) and
free cash flow of about 10% of total debt.

Moody's could downgrade TransUnion's rating if weaker-than-expected
operating performance or aggressive financial policies cause total
debt to EBITDA (Moody's adjusted) to increase toward 5.5x and free
cash flow declines to the low single digit percentages of total
debt.

Moody's has taken these rating actions:

Issuer: Trans Union LLC

-- Corporate Family Rating, B1, Assigned
-- Probability of Default Rating, B2-PD, Assigned
-- New $210 million senior secured revolving credit facility,
    B1 (LGD 3), Assigned
-- New $350 million senior secured Term Loan A, B1 (LGD 3),
    Assigned
-- Existing $190 million senior secured revolving credit
    facility, Confirmed, previously Ba3 (LGD 3), on review for
    upgrade, rating to be withdrawn
-- $1,881 million (outstanding) Term Loan due 2021, Downgraded
    to B1 (LGD 3), previously Ba3 (LGD3), on review for upgrade
-- Speculative Grade Liquidity -- SGL-2, Assigned

Issuer: TransUnion

-- Corporate Family Rating, To be withdrawn, currently B2,
    on review for upgrade
-- Probability of Default Rating, To be withdrawn, currently
    B2-PD, on review for upgrade
-- Speculative Grade Liquidity Rating, To be withdrawn,
    currently at SGL-2
-- $600 million 9 5/8% senior unsecured PIK toggle notes due 2018

-- Confirmed, previously Caa1 (LGD5), on review for upgrade,
    rating to be withdrawn
-- $400 million 8 1/8% senior unsecured PIK toggle notes due 2018

-- Confirmed, previously Caa1 (LGD5), on review for upgrade,
    rating to be withdrawn

Outlook actions:

Issuer: TransUnion

  Outlook, Changed To Stable, from Rating Under Review, to be
   withdrawn

Issuer: TransUnion LLC
  Outlook, Changed To Stable, from Rating Under Review

TransUnion is a leading provider of information and risk management
solutions to businesses across multiple industries, and to
individual consumers.  TransUnion reported $1.35 billion in
revenues in the twelve months ended March 31, 2015.

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



U.S. EDUCATION IV: Fitch Raises Subordinate Notes Rating to BBsf
----------------------------------------------------------------
Fitch Ratings affirms the senior notes at 'AAAsf' and upgrades the
subordinate notes to 'BBsf' from 'Bsf' of U.S. Education Loan Trust
IV, LLC - March 1, 2006 Indenture of Trust.  The Rating Outlooks of
the senior notes are revised to Stable from Negative, and the
Rating Outlooks of the subordinate notes are revised to Positive
from Negative.

The trust has continued to build senior and total parity since the
beginning of 2011 due to redemption of notes at a discount, and
there is no longer uncertainly present due to ongoing litigation.
Because of this, the subordinate notes have been upgraded to 'BBsf'
from Bsf', with their Rating Outlooks revised to Positive from
Negative, and the Rating Outlooks for the senior notes have been
revised to Stable from Negative.

KEY RATING DRIVERS

High Collateral Quality: The trust collateral comprises Federal
Family Education Loan Program (FFELP) loans with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest.  Fitch's current U.S. sovereign rating is 'AAA'
with a Stable Outlook.

Sufficient Credit Enhancement: Credit enhancement (CE) is provided
by overcollateralization (OC; the excess of trust's asset balance
over bond balance), excess spread, and for the senior notes,
subordination provided by the subordinate notes.  As of March 2015,
senior and total parities are 116.95% and 105.12%, respectively,
and the trust can release cash as long as the respective 106.00%
and 101.00% senior and total parity levels, are maintained.

Adequate Liquidity Support: Liquidity support is provided by a debt
service reserve fund sized at 1% of the outstanding bond balance.
The debt service reserve fund is sized at $12,065,770 as of March
2014.

Acceptable Servicing Capabilities: Pennsylvania Higher Education
Assistance Agency, Navient Servicing Inc, Xerox-ES, and Great Lakes
Educational Loan Services, Inc. are responsible for the day-to-day
servicing of the loans in the trust.  In Fitch's opinion, they are
acceptable servicers of FFELP student loans.

RATING SENSITIVITIES

Since the FFELP loan ABS relies on the U.S. government to reimburse
defaults, 'AAAsf' FFELP ABS ratings will likely move in tandem with
the 'AAA' U.S. sovereign rating.  Aside from the U.S. sovereign
rating, defaults and basis risk account for the majority of the
risk embedded in FFELP loan transactions.  Additional defaults and
basis shock beyond Fitch's published stresses could result in
future downgrades.  Likewise, a buildup of CE driven by positive
excess spread given favorable basis factor conditions could lead to
future upgrades.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

Fitch takes these rating actions:

U.S. Education Loan Trust IV, LLC - March 1, 2006 Indenture of
Trust:

   -- Class 2006-1 A-2 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-1 A-3 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-1 A-4 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-1 A-5 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-1 A-6 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-1 A-7 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-1 A-8 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative.
   -- Class 2006-2 A-1 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-2 A-2 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-2 A-3 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-2 A-4 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-2 A-5 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-2 A-6 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-2 A-7 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2007-1 A-4 affirmed at 'AAAsf'; Outlook revised to
      Stable from Negative;
   -- Class 2006-1 B-1 upgraded to 'BBsf' from 'Bsf'; Outlook
      revised to Positive from Negative;
   -- Class 2006-1 B-2 upgraded to 'BBsf' from 'Bsf'; Outlook
      revised to Positive from Negative;
   -- Class 2006-2 B-1 upgraded to 'BBsf' from 'Bsf'; Outlook
      revised to Positive from Negative;
   -- Class 2007-1 B-1 upgraded to 'BBsf' from 'Bsf'; Outlook
      revised to Positive from Negative.



US FOODS: Moody's Confirms 'B3' Corp Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings of US Foods, Inc.,
including the B3 Corporate Family rating.  The outlook is stable.
This concludes the review for upgrade that commenced on Dec. 9,
2013.

"T[he] confirmation results from Sysco's termination of the
agreement whereby it would have acquired US Foods," stated Moody's
Vice President Charlie O'Shea. "As a by-product of the termination
process, US Foods' parent (USF Holding Corp.) will receive a $300
million break-up fee, and US Foods will pay Performance Food Group
a $12.5 million break-up fee.  Depending on disposition, the net
proceeds could aid liquidity," continued O'Shea.  "Now that it will
continue as an independent company, US Foods' challenges remain,
including improving its quantitative credit profile, specifically
reducing its debt/EBITDA of 7.6 times and increasing its
EBITA/interest of 1.4 times, both of which are at the March 2015
LTM."

Issuer: US Foods, Inc.

Assignments:

Issuer: US Foods, Inc.

  Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

  Outlook, Changed To Stable From Rating Under Review

Confirmations:

  Probability of Default Rating, Confirmed at B3-PD
  Corporate Family Rating, Confirmed at B3
  Senior Secured Bank Credit Facility, Confirmed at B2(LGD3)
  Senior Unsecured Regular Bond/Debenture, Confirmed at Caa2(LGD5)

RATINGS RATIONALE

The B3 Corporate Family and Probability of Default ratings reflect
the company's highly leveraged capital structure and weak credit
metrics.  The ratings also reflect our assumption that these
metrics will continue to show only modest incremental improvement
over the next 12 months given an aggressive financial policy and
the fact that much of the company's cash flows go to service debt
and fund capital expenditures.  Positive ratings consideration is
given to the company's sound execution ability and its formidable
market position, with a solid and defensible number two share
behind market leader Sysco, balanced by the increasingly
competitive environment led by specialized niche operators such as
Restaurant Depot.  At present, there is minimal upward pressure on
the company's ratings given its highly leveraged profile and the
aggressive financial policy mandated by its sponsors.  Absent a
significant improvement in operations, we expect only modest
improvements in credit metrics.  Quantitatively, an upgrade could
occur if debt/EBITDA is sustained at around 6 times, EBITA/interest
remains above 1.75 times, and financial policy remains tempered.
In the event the company's overall liquidity profile deteriorates,
the ratings could be downgraded.  Also, if credit metrics do not
improve such that debt/EBITDA begins making tangible progress
towards 7 times, or if EBITA/interest falls below 1.25 time,
ratings could be downgraded.

Headquartered in Rosemont, IL, US Foods, Inc. is a leading food
distributor, and is owned by Kohlberg, Kravis, Roberts and Clayton,
Dubilier and Rice.  Annual revenues are around $23 billion.

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



VERSO PAPER: S&P Raises Corp Credit Rating to 'B-', Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Verso Paper Holdings LLC and its parent Verso
Paper Finance Holdings LLC to 'B-' from 'SD'.  At the same time,
S&P raised its ratings on Verso's debt obligations as:

   -- S&P upgraded Verso's asset based lending facility to 'B+'
      from 'CCC'.  The '1' recovery rating reflects S&P's
      expectation for very high (90% to 100%) recovery in the
      event of a payment default.

   -- S&P upgraded Verso's senior secured debt to 'B-' from 'CC'.
      The '3' recovery rating reflects S&P's expectation for
      average (30% to 50%, lower half of the range) recovery.

   -- S&P upgraded Verso's junior debt securities to 'CCC' from
      'D'.  The '6' recovery rating reflects S&P's expectation for

      negligible (0% to 10%) recovery.

S&P also lowered its corporate credit rating on subsidiary NewPage
Corp. (now known as NewPage Holdings LLC) to 'B-' from 'B+' and
subsequently withdrew the corporate credit rating on this core
subsidiary.  At the same time S&P lowered its issue-level rating on
the NewPage senior secured term loan to 'B-' from 'B+'.  The '3'
recovery rating reflects S&P's expectation for meaningful recovery
(50% to 70%, at the upper end of the range) in the event of a
payment default.

"The stable outlook reflects our view that Verso will remain highly
leveraged over the next 12 months, with leverage at or above 8x
EBITDA," said Standard & Poor's credit analyst Jim Fielding.  "The
stable outlook also assumes that the integration of the NewPage
acquisition proceeds relatively smoothly, with no significant
unplanned plant outages or other disruptions that could negatively
affect cash flows."

S&P would raise its ratings on Verso if the company realizes
management's expectation for $175 million in synergies more quickly
than S&P currently anticipates, causing leverage to drop below 8x
EBITDA.  An upgrade would also be predicated on consistently
positive discretionary cash flow and improved liquidity, including
at the parent level.

S&P would lower its rating if significant cash flow deficits occur
over the next year, causing S&P to view liquidity to be "less than
adequate."  This could occur as the result of a lengthy unplanned
plant outage or if the U.S. economy slips into recession.  The
latter scenario would likely cause demand for Verso's coated papers
to drop as customers in the publishing, advertising, and other
sectors contract.



WINTRUST FINANCIAL: Fitch Assigns 'B+' Rating to Series D Stock
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to Wintrust Financial
Corp.'s (WTFC) $125 million series D non-cumulative perpetual
preferred stock issuance.

Dividends will be payable at a fixed rate of 6.50% per annum from
the original issue date to, but excluding, July 15 , 2025 and
thereafter at a floating rate of three-month LIBOR plus a spread of
4.06% per annum. The proceeds will be used for general corporate
purposes, which may include, investments at the holding company
level, providing capital to support growth, acquisitions or other
business combinations, including FDIC-assisted acquisitions and
reducing or refinancing existing debt.

KEY RATING DRIVERS

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The hybrid instrument is expected to be rated five notches lower
than WTFC's Viability rating of 'bbb' in accordance with Fitch's
'Global Bank Rating Criteria' dated March 20, 2015. The preferred
stock rating includes two notches for loss severity given these
securities' deep subordination in the capital structure, and three
notches for non-performance given that the coupon of the securities
is non-cumulative and fully discretionary.

RATING SENSITIVITIES

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

WTFC's preferred issuances are sensitive to changes in its VR, and
would move in tandem with any changes to its VR. For more
information, please see WTFC's most recent press release dated Jan.
30, 2015.

Fitch has assigned the following rating:

Wintrust Financial Corp.

-- Non-cumulative preferred stock 'B+'.



XINERGY CORP: Gaddy Okayed as Committee's Mining Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Xinergy Ltd., et al., to retain Gaddy
Engineering Company as its mining consultant nunc pro tunc to
June 1, 2015.

The Committee related that in addition to Gaddy, the Committee is
seeking to employ Whiteford, Taylor & Preston LLP and McGuireWoods
LLP as its legal counsel.  The legal services provided by WTP and
McGuireWoods will not be duplicative of the mining consulting
Services provided by Gaddy.  Instead, Gaddy's consulting services
will enhance WTP's and McGuireWoods' ability to advocate
effectively for their clients—the Debtors' unsecured creditors.

Gaddy's team will be led by John C. Bullock, Gaddy's president. Mr.
Bullock will manage a team of several professionals, including: (i)
Phillip L. Longenecker, a professional mining engineer with
approximately 45 years of experience working in the Appalachian
Basin; (ii) Jason B. Weber, a manager of technological services and
Gaddy's expert in the analysis of mining permits for details
associated mine costs analysis and production optimization; and
(iii) Dusta M. Tanner, Gaddy's vice president, who provides support
for a variety of client functions, including, but not limited to,
the management of information, technology, and engineering
support.

Gaddy's professionals' hourly rates are:

      a) Mr. Bullock                $200
      b) Mr. Longenecker            $195
      c) Mr. Weber                  $125
      d) Ms. Tanner                 $125
      e) Clerical Services           $25

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

                        About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black.  The cases are
being jointly administered for procedural purposes.

Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.

The U.S. Trustee appointed a two member official committee of
unsecured creditors.  The Committee tapped to retain McGuireWoods
LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its
local counsel.



XRIMZ LLC: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Xrimz, LLC
        1145 East Main Street
        Salem, VA 24153
        Salem (City)-VA

Case No.: 15-70901

Chapter 11 Petition Date: June 29, 2015

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Hon. Paul M. Black

Debtor's Counsel: Richard Daniel Scott, Esq.
                  LAW OFFICE OF RICHARD D. SCOTT
                  302 Washington Avenue SW
                  Roanoke, VA 24016
                  Tel: 540 400-7997
                  Fax: 540-491-9465
                  Email: richard@rscottlawoffice.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Janice B. Frazier, member/manager.

A list of the Debtor's 21 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vawb15-70901.pdf


                            *********

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 ***