TCR_Public/150709.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, July 9, 2015, Vol. 19, No. 190

                            Headlines

ADVANCED MICRO DEVICES: Updates Second Quarter Outlook
ALLIED NEVADA: Shareholders Formulating Rival Ch. 11 Plan
ALTERNATE FUELS: 10th Circ. Reverses Dismissal of Jenkins Claim
AMERICAN APPAREL: Reveals Next Phase of Strategic Turnaround Plan
AMERICAN COMMERCE: Hires Stevenson & Company as New Accountants

AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
ARCH COAL: S&P Lowers Corp. Credit Rating to 'CC', Outlook Neg.
ARRAY BIOPHARMA: Encorafenib-Based Regimens Show Assuring Activity
AZIZ CONVENIENCE: Court Approves Deal with PlainsCapital Bank
AZIZ CONVENIENCE: Court Okays Asset Sale & Bid Procedures

AZIZ CONVENIENCE: Seeks to Distribute Remaining Sale Proceeds
BAHA MAR: CCA Bahamas Comments on $3.5-Bil. Resort Project
BG MEDICINE: 1st Automated Test for Galectin-3 Now Available in US
BG MEDICINE: Largest Customer Files for Bankruptcy Protection
BOOMERANG TUBE: Hires Lazard Freres as Investment Banker

BOOMERANG TUBE: Taps Donlin Recano as Administrative Advisor
BRAFFITS CREEK: U.S. Trustee Wants Case Converted to Ch. 7
BROOKLYN RENAISSANCE: Plan and Disclosures Due Nov. 3
CAL DIVE: Seeks Sept. 29 Extension of Plan Filing Date
CAROLINA BEER: S&P Revises Outlook to Stable & Affirms 'B-' CCR

CHELSEA PETROLEUM: Moody's Assigns 'Ba3' Corporate Family Rating
CLEARWATER SEAFOODS: S&P Affirms 'B+' CCR, Outlook Stable
COLT DEFENSE: Terms of $33.33MM DIP Loan with Wilmington Savings
COLT DEFENSE: Terms of $41.7M Amended DIP Loan with Cortland
EMDEON INC: Moody's Puts B2 CFR Under Review for Downgrade

F-SQUARED INVESTMENT: Case Summary & 30 Top Unsecured Creditors
FREEDOM INDUSTRIES: Judge Approves Chemical Spill Settlement
FUSE MEDIA: S&P Retains 'B-' CCR on Revised Liquidity Profile
GAMING & LEISURE: S&P Retains 'BB+' CCR on CreditWatch Negative
GAS-MART USA: Engages Stinson Leonard as Bankruptcy Counsel

GAS-MART USA: Hires Polsinelli PC as Special Counsel
GAS-MART USA: Obtains Permission to Use $1.55-Mil. Loan
GAS-MART USA: Taps Brown & Ruprecht as Conflicts Counsel
HEPAR BIOSCIENCE: Court Approves Delperdang Schuh as Accountant
HOLY HILL: To Sell Sunset Blvd. Property to Palisades for $29.8M

HORIZON PHARMA: Moody's Retains B2 CFR Over Depomed Offer
KEMET CORP: Extends Chief Executive Officer's Term for One Year
KINCAID HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
KRAZ LLC: Case Summary & 18 Largest Unsecured Creditors
LOCAL CORPORATION: US Trustee Forms Creditors' Committee

MOBIVITY HOLDINGS: Amends 30.1 Million Shares Resale Prospectus
NEW LOUISIANA: Lyon Financial Wins Auction of Assets With $6M Bid
NORTHERN STAR: Case Summary & 20 Largest Unsecured Creditors
NRAD MEDICAL: Files for Chapter 11 to Wind Down Operations
NRAD MEDICAL: Proposes to Use Cash Collateral

NRAD MEDICAL: Voluntary Chapter 11 Case Summary
PANTRY INC: S&P Affirms Then Withdraws 'B+' CCR
RAILSIDE LLC: Case Summary & 6 Largest Unsecured Creditors
RETROPHIN INC: Pays $47.3 Million Under 2014 Credit Agreement
SALT LAKE ARTS: S&P Reinstates 'BB' Rating on 2012 Revenue Bonds

SEARS HOLDINGS: Edward Lampert Reports 52.5% Stake as of July 6
SEARS HOLDINGS: Seritage Growth Properties Rights Offering Expires
SIMPLY FASHION: CBIZ Approved as Committee's Financial Advisors
SIMPLY FASHION: Court Okays Hiring of Cooley LLP as Panel Counsel
SIMPLY FASHION: GrayRobinson Approved as Committee's Local Counsel

SNOWFLAKE COMMUNITY: Railroad Approaches Potential Final Chapter
SOLAR POWER: Appoints Roger Dejun Ye as Chief Executive Officer
TRAK INTERNATIONAL: Case Summary & 3 Largest Unsecured Creditors
TRANS-LUX CORP: Stockholders Elect Five Directors
TWIN RINKS: US Trustee Forms Three-Member Creditors Committee

TWO BROADWAY: Voluntary Chapter 11 Case Summary
UNI-PIXEL INC: Amends Form S-3 Registration Statement with SEC
UNIVISION COMMUNICATIONS: Moody's Hikes Corp. Family Rating to B2
USAGM HOLDCO: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2
WILLIAM VASSELL: Case Summary & 15 Top Unsecured Creditors

WINDY BUTTE: Voluntary Chapter 11 Case Summary
XRPRO SCIENCES: Warner Reports 24.7% Stake as of June 17
Z TRIM HOLDINGS: Holders Exercise Existing Warrants
ZOGENIX INC: Appoints EVP CDO and Unit General Manager
[^] Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

ADVANCED MICRO DEVICES: Updates Second Quarter Outlook
------------------------------------------------------
AMD announced that revenue for the second quarter ended June 27,
2015, is expected to be lower than previously guided.  The company
now expects second quarter revenue to decrease approximately 8
percent sequentially, compared to the previous guidance of down 3
percent, plus or minus 3 percent.  The sequential decrease is
primarily due to weaker than expected consumer PC demand impacting
the company's Original Equipment Manufacturer APU sales.  The
Company expects second quarter channel sales and channel inventory
reduction efforts to be in-line with its plans.  

The company anticipates non-GAAP gross margin to be approximately
28 percent, compared to the previous non-GAAP guidance of
approximately 32 percent primarily due to a higher mix of
Enterprise, Embedded and Semi-Custom segment sales and lower than
anticipated Computing and Graphics segment APU unit volumes due to
weaker than expected OEM PC product demand.  Additionally the
Company anticipates GAAP gross margin to be further impacted by a
one-time charge of approximately $33 million associated with a
technology node transition from 20 nanometer (nm) to FinFET.  The
Company started several product designs in 20nm that will instead
transition to the leading-edge FinFET node.

Cash and cash equivalents at the end of the second quarter are
expected to be approximately $830 million, in line with
expectations.

AMD will report second quarter 2015 results after market close on
Thursday, July 16, 2015.  AMD will hold a conference call for the
financial community at 2:30 p.m. PT (5:30 p.m. ET) that day to
discuss second quarter financial results and to provide information
regarding expected third quarter results.  AMD will provide a
real-time audio broadcast of the teleconference on the Investor
Relations page at http://www.amd.com. The webcast will be
available for 10 days after the conference call.

                   About Advanced Micro Devices

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

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

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

                          *     *     *

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

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

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


ALLIED NEVADA: Shareholders Formulating Rival Ch. 11 Plan
---------------------------------------------------------
In an objection to Allied Nevada Gold Corp., et al.'s motion for
extension of exclusivity, the Official Committee of Equity Security
Holders argued that denial of the Motion will not foreclose Debtors
from negotiating with its constituencies concerning a revised plan.


The Equity Committee told the Court that the Debtors engaged in
negotiations with the Equity Committee's prior representatives with
respect to the Plan.  However, negotiations concerning the Plan
have now ceased and Debtors are in the process of formulating a
revised plan and disclosure statement.  Since beginning the process
of developing a revised plan and disclosure statement, Debtors have
not made any effort to negotiate the terms of a revised plan and
disclosure statement with the Equity Committee.  Indeed, the only
negotiations between the Equity Committee and the Debtors has been
in connection with certain discovery served by the Equity
Committee.  The Debtors' lack of interest in engaging in
substantive negotiations with the Equity Committee demonstrates
that an extension of the Exclusive Periods to enable Debtors to
negotiate a revised plan is unnecessary, the Equity Committee
said.

As previously reported by The Troubled Company Reporter, the
Debtors seek further extension of the period during which they have
the exclusive right to file a plan through and including Nov. 5,
2015, and the period during which they have the exclusive right to
solicit acceptances of the plan through and including Jan. 4,
2016.

According to the Debtors, they are currently in the process of
revising their projections and related valuation analyses that
were
filed with the Disclosure Statement explaining their Joint Chapter
11 Plan of Reorganization to reflect their current financial and
operating performance and are in discussions with their primary
creditor constituencies regarding modifications to the Plan.  The
Debtors said they expect to file a revised plan and disclosure
statement in the near term.

                        About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.

ANV was spun off from Vista Gold Corp. in 2006 and began
operations
in May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

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

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

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

                       *     *     *

Allied Nevada Gold Corp., et al.'s plan of reorganization
incorporates the terms of the prepetition plan support agreement
reached by the Debtors with holders of at least 67% of the
aggregate outstanding principal amount of the Notes and 100% of
the
Holders of Secured ABL Claims and Secured Swap Claims.

Pursuant to the plan support agreement, each Holder of an Allowed
Secured ABL Claim will receive (i) its Pro Rata share of the
Secured ABL/Swap Cash Payments not made prior to the Effective
Date
and (ii) an amount of New First Lien Term Loans in an aggregate
principal amount equal to (A) the amount of allowed claims
pursuant
to Section 2.7(b) of the Plan minus (B) the amount paid in cash in
respect of the Secured ABL Claims pursuant to clause (i) of
Section
2.7(c) of the Plan.  In addition, for the avoidance of doubt, any
unpaid amounts owed to the holders of Secured ABL Claims pursuant
to Section 11 of the DIP Facility Order will be due and payable in
cash on the Effective Date.

A full-text copy of the Disclosure Statement dated April 24, 2015,
is available at http://bankrupt.com/misc/ALLIEDds0424.pdf


ALTERNATE FUELS: 10th Circ. Reverses Dismissal of Jenkins Claim
----------------------------------------------------------------
William Karl Jenkins and M. Earlene Jenkins appeal from an order of
the Bankruptcy Appellate Panel affirming the bankruptcy court's
dismissal of their claim for the payment of certain secured
promissory notes.  The bankruptcy court found that Mr. Jenkins'
claim was not an allowed claim because the transfers alleged to be
consideration for the notes should be recharacterized as equity
contributions.  In the alternative, the court found that Mr.
Jenkins failed to sustain his burden of proof as to the validity
and amount of his claim.  Finally, and again in the alternative,
the court found that Mr. Jenkins' putatively secured claim should
be subordinated to the status of an unsecured claim.

The United States Court of Appeals for the Tenth Circuit reversed,
holding that Mr. Jenkins' transfers do not meet the Tenth Circuit's
criteria for either recharacterization or equitable subordination,
and he has satisfied his burden of proof as to the validity and
amount of his claim.

The appeals case is CHRISTOPHER JOHN REDMOND, Chapter 11 Trustee,
Plaintiff-Appellee, v. WILLIAM KARL JENKINS, a/k/a W. K. Jenkins,
d/b/a Green Acres Farm; M. EARLENE JENKINS, d/b/a Green Acres Farm,
Defendants Third-Party Plaintiffs-Appellants, and CIMARRON ENERGY
COMPANY, LLC, Defendant, v. LARRY POMMIER; MICHAEL CHRISTIE,
Third-Party Defendants, Case No. 14-3086, In re: ALTERNATE FUELS,
INC., Debtor (10th Circ.).

A full-text copy of the Tenth Circuit's Opinion dated June 12,
2015, is available at http://is.gd/1WhNjwfrom Leagle.com.

Jonathan Sternberg, Esq. -- contact@sternberg-law.com -- of
Jonathan Sternberg, Attorney, P.C., serves as counsel for
Defendants Third-Party Plaintiffs-Appellants.

P. Glen Smith, Esq. -- glen.smith@huschblackwell.com -- and
Christopher J. Redmond, Esq. --
christopher.redmond@huschblackwell.com -- of Husch, Blackwell,
L.L.P. serve as counsel for Plaintiff-Appellee.

                       About Alternate Fuels

Alternate Fuels, Inc., based in Pittsburg, Kansas, engages in
surface coal mining.  It filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 09-20173) on Jan. 28, 2009.  Gary H. Hanson, Esq.,
at Stumbo Hanson, LLP, in Topeka, served as bankruptcy counsel.
In its petition, the Debtor disclosed $4,910,807 in assets and
$10,969,807 in debts.

Christopher J. Redmond was later appointed as Chapter 11 Trustee
for AFI.  The Trustee has undertaken completion of the reclamation
of the AFI mine sites.

AFI first filed for Chapter 11 bankruptcy (Bankr. D. Kan. Case No.
92-42236) on Dec. 9, 1992.  When the 1992 case was filed, AFI was
winding up its coal mining operations in Kansas and transitioning
to operations known as the "Blue Mound Mine," located in Barton
and Vernon Counties, Missouri, under mining permits granted to AFI
on leased properties.

In AFI's First Bankruptcy Case, Kevin Checkett was appointed
Chapter 11 Trustee with authority to operate the Debtor's business
under the terms of a confirmed Chapter 11 plan.  The First
Bankruptcy Case was closed on Sept. 14, 1995.  Mr. Checkett
briefly continued to operate AFI under the terms of the confirmed
plan, but in 1996, AFI ceased operations, abandoned the assets of
AFI to various creditors, and Mr. Checkett resigned as trustee.

John Warmack acquired all of the stock of AFI, provided certain
new reclamation bonds and replacement reclamation bonds, and took
over the operations and control of AFI.  He later sold his stake
to William Karl Jenkins in 1999.


AMERICAN APPAREL: Reveals Next Phase of Strategic Turnaround Plan
-----------------------------------------------------------------
American Apparel, Inc., announced the next phase of its strategic
turnaround plan, including a redesigned fall merchandise line,
approximately $30 million in cost-cutting initiatives, and key
additions to its leadership team.

For the first time in the Company's history, later this year,
American Apparel will unveil a new fall line focused on advanced
basics and key items in both men's and women's.  "Historically, the
fall season has not been a major focus for the Company.  We are
beginning the process of re-merchandising the product assortment in
our retail stores to increase productivity by SKU," said Paula
Schneider, recently appointed chief executive officer of American
Apparel.  "The new styles are designed to increase revenue as we
continue to evolve our product offering during this important
selling season," added Ms. Schneider.

In addition, the Company is undertaking a series of cost reduction
initiatives to better align its cost structure with the headwinds
of today's highly competitive, promotional retail environment and
volatile foreign exchange markets.  These initiatives are expected
to reduce operating expenses by approximately $30 million over the
next 18 months.  Among other initiatives, cost-cutting measures
will include closing underperforming retail locations to drive
productivity improvements.  In connection with these store
closures, the Company will streamline its workforce to reflect a
smaller store footprint and general industry conditions.  Going
forward, the Company will look to add new stores in profitable
fast-growing territories while reducing its footprint in
unprofitable and over-saturated markets.

These initiatives, some of which will begin immediately, are aimed
at stabilizing the Company financially by maximizing retail store
performance and revamping the Company's product merchandise
assortment.  Management continues to address a host of legacy
issues including improving SKU mix, rationalizing the Company's
real estate portfolio, strengthening the brand's creative
marketing, maximizing new retail, e-commerce and wholesale
opportunities, increasing supply chain agility, and improving
expense management processes.  In addition, management is defending
the Company against approximately 20 lawsuits and administrative
actions initiated by Company founder Dov Charney and his
associates.  The Company believes these cases are meritless and
intends to vigorously defend such actions and, where possible,
pursue remedies against Mr. Charney for his actions.

Even if American Apparel increases revenue and cuts costs, there
can be no guarantee that the Company will have sufficient financing
commitments to meet funding requirements for the next twelve months
without raising additional capital, and there can be no guarantee
that it will be able to raise such additional capital.

"We are committed to turning this company around.  Today's
announcements are necessary steps to help American Apparel adapt to
headwinds in the retail industry, preserve jobs for the
overwhelming majority of our 10,000 employees, and return the
business to long-term profitability.  Our primary focus is on
improving the processes and product mix that have led to steep
losses over the past five years," said Schneider.  "Our customers,
employees, and local communities around the world believe that
American Apparel is an iconic brand that deserves to succeed.  My
job is to make that a reality."

In addition, the Company announced the hiring of Christine Olcu as
general manager of Global Retail and Brad Gebhard as president of
Wholesale to help execute its global retail and wholesale
turnaround strategies.

Olcu will lead the Company's current retail country managers in
optimizing merchandizing and sales at American Apparel's store
locations.  She will also facilitate the Company's ongoing fleet
optimization, and actively improve store productivity.  Olcu has a
strong background in building retail businesses of various sizes,
having held senior leadership roles at companies including Express,
Mexx Canada Company, Indigo Books, Music, Inc., and Club Monaco,
Inc. Long-time valued manager Nicole Gabbay will remain in her
current position as President of U.S. Retail.

Gebhard will focus on increasing the Company's imprintable and
business-to-business sales.  He will also oversee Oak, a New
York-based specialty retailer the Company acquired in 2013.
Gebhard has served as a consultant to American Apparel for the past
four months and already has a deep understanding of the Company's
business and processes.  He has held senior leadership,
operational, and branding roles at apparel companies, including
Nike, Speedo USA, Columbia Sportswear, and Adidas.

Schneider stated, "I am looking forward to working with Christine
and Brad to leverage their expertise, which will be invaluable in
delivering compelling products to our customers.  We are proud of
our heritage as the largest apparel manufacturer in North America,
and the initiatives announced today are designed to enable us to
return to profitability so that we can continue to serve our loyal
customers and provide fair wages to our dedicated employees for
years to come."

                       About American Apparel

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

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

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

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

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

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

                           *     *     *

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

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


AMERICAN COMMERCE: Hires Stevenson & Company as New Accountants
---------------------------------------------------------------
American Commerce Solutions, Inc., disclosed with the Securities
and Exchange Commission that its registered independent public
accountant, Messineo & Co., CPAs, LLC, of Clearwater Florida,
declined to stand for re-appointment.  

The Company engaged Stevenson & Company CPAs, LLP, of Tampa
Florida, as replacement on June 25, 2015.  The Company's Board of
Directors participated in and approved the decision to change
independent accountants.

M&CO's report on the financial statements for the year ended
Feb. 28, 2015, and 2014 contained no adverse opinion or disclaimer
of opinion and was not qualified or modified as to audit scope or
accounting, except that the report contained an explanatory
paragraph stating that there was substantial doubt about the
Company's ability to continue as a going concern.

During the years ended Feb. 28, 2015, and 2014 and prior to
July 3, 2015, the Company did not consult with Stevenson &
Company.

                      About American Commerce

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

American Commerce reported a net loss of $130,000 for the year
ended Feb. 28, 2015, compared to a net loss of $169,000 for the
year ended Feb. 28, 2014.

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

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


AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
American Equity Investment Life Holding Company (AEL) at 'BB+' and
revised the Rating Outlook to Positive from Stable. Fitch has also
affirmed the Insurer Financial Strength (IFS) ratings of AEL's
insurance operating subsidiaries: American Equity Investment Life
Insurance Company (AEILIC) and American Equity Investment Life
Insurance Company of New York, at 'BBB+'. The Rating Outlooks on
AEL's insurance operating subsidiaries are Stable.

KEY RATING DRIVERS

The affirmation of AEL's ratings reflects high credit quality
within AEL's bond portfolio, continued good operating results,
adequate risk-adjusted capitalization and the company's strong
competitive position in the fixed indexed annuity market. The
ratings also reflect AEL's high, albeit declining financial
leverage, above-average exposure to interest rate risk and lack of
diversification in earnings and distribution.

The revision of the holding company's Outlook to Positive from
Stable reflects the significant progress achieved to reduce
financial leverage and improve interest coverage metrics in recent
years, and the expectation for further improvement in 2015. The
current ratings assigned to AEL are one notch lower relative to
standard notching from the insurance subsidiary ratings to reflect
the holding company's relatively high financial leverage and modest
interest coverage metrics based on Fitch's criteria.

AEL's financial leverage and interest coverage metrics have shown
significant improvement in recent years. The company's financial
leverage was approximately 32% at March 31, 2015, down from a high
of 43% at year-end 2010. Likewise, GAAP interest coverage has
improved to 7.0x in 2014 from 5.0x in 2012, and Fitch expects
interest coverage to exceed 8.0x in 2015 on a combination of
improved earnings and lower interest expense.

Fitch considers AEL's bond portfolio to be of above-average credit
quality. At March 31, 2015, the company's investment portfolio was
constructed primarily of investment-grade fixed income securities.
A high level of liquidity in the company's bond portfolio is
supported by an above-average allocation to publicly traded bonds.
At year-end 2014, the company's surplus exposure to risky assets
(which Fitch considers to be such investments as below
investment-grade bonds, troubled real estate, unaffiliated common
equity and other similar assets) was 61%, down from 67% year-end
2013, and significantly below the industry average. Fitch considers
AEL's risky assets ratio to be somewhat overstated due to funds
withheld reinsurance agreements.

Fitch views the NAIC risk-based capital (RBC) ratio of AEL's
primary insurance subsidiary, AEILIC, as relatively stable over the
past five years and adequate for the rating category. At Dec. 31,
2014, the company reported an RBC ratio of 372%, up from 344% at
year-end 2013.

AEL's above-average interest rate risk reflects the company's focus
on spread-based annuity products, particularly fixed indexed
annuities. Despite the company's strong recent track record in
maintaining its aggregate interest rate spread, the near-term
concern is the ongoing low interest rate environment, which
continues to challenge the life insurance and annuity sector's
ability to maintain interest rate spreads.

From a longer-term perspective, as AEL's book of business matures,
the occurrence of a rapid increase in interest rates could have an
adverse effect on its financial position, as it could result in a
sharp increase in surrenders while the value of its largely
fixed-rate investments decline in market value. Positively, Fitch
notes that AEL's book of business continues to exhibit strong
protection in terms of significant surrender charges which help
offset the cost to the company of early policy terminations.

AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $45.4 billion and equity of $2.3 billion at March
31, 2015. AEILIC, the main operating subsidiary of AEL, is also
headquartered in West Des Moines and had statutory total adjusted
capital of $2.4 billion at March 31, 2015.

RATING SENSITIVITIES

The ability of AEL to achieve a higher IFS rating is somewhat
constrained by the company's limited diversity of earnings and cash
flow given its heavy focus on fixed indexed annuities. This
constraint could be overcome by the following:

-- Enhanced capitalization with RBC above 350% on a sustained
    basis;
-- Financial leverage below 25%;
-- Continued stable or improved operating results and investment
quality.

The key rating triggers that could result in a downgrade include:

-- A reduction in capitalization with RBC below 300%;
-- Sustained deterioration in operating results such that
    interest coverage is below 3x;
-- Significant increase in lapse/surrender rates;
-- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the IFS of AEILIC include:

-- A sustainable decline in financial leverage below 30%;
-- Sustained GAAP EBIT-based interest coverage above 8x.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings and revised the Outlook to
Positive from Stable:

American Equity Investment Life Holding Company
-- IDR at 'BB+';
-- 3.500% senior convertible debentures due 2015 at 'BB';
-- 6.625% senior unsecured notes due 2021 at 'BB';
-- Trust preferred securities at 'B+'.

Fitch has affirmed the following ratings with a Stable Outlook:

American Equity Investment Life Insurance Company
-- IFS at 'BBB+'.

American Equity Investment Life Insurance Company of New York
-- IFS at 'BBB+'.




ARCH COAL: S&P Lowers Corp. Credit Rating to 'CC', Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on St. Louis-based Arch Coal Inc. to 'CC' from
'CCC+'.  The rating outlook is negative.  At the same time, S&P
lowered its issue-level ratings on the company's senior unsecured
notes to 'CC' from 'CCC-'.  The recovery rating on the notes
remains '6', which continues to reflect S&P's expectation for
negligible (0% to 10%) recovery in the event of a conventional
default.  The issue-level ratings on the senior secured debt remain
unchanged.

The rating action reflects Arch Coal's July 3, 2015 announcement of
a private debt exchange offer for its senior unsecured debt. S&P is
lowering its corporate credit rating on the company and issue-level
ratings on its senior unsecured debt because it views the related
transactions to be distressed, according to S&P's criteria.  This
determination is based on the company's financial condition and the
significant discounts associated with the exchange offer.

"We intend to lower the corporate credit rating to 'SD' and the
affected issue-level ratings to 'D' on completion of the exchange
offer," said Standard & Poor's credit analyst Chiza Vitta.
"Subsequently, we would assign a corporate credit rating and
outlook that would reflect the new capital structure."



ARRAY BIOPHARMA: Encorafenib-Based Regimens Show Assuring Activity
------------------------------------------------------------------
Array BioPharma's wholly-owned RAF inhibitor, encorafenib, was
showcased this past weekend at the 2015 ESMO World Congress of
Gastrointestinal Cancer during an oral presentation.  At the
meeting, data were shared from a Phase 1b trial and preliminary
data from a 100-patient randomized Phase 2 expansion of that trial
testing the combination of encorafenib and cetuximab, an EGFR
inhibitor, with or without the addition of alpelisib (BYL719), an
investigational PI3K inhibitor in patients with BRAF-mutant
colorectal cancer (BRAFmut CRC).  Results from the study indicate
that these combinations can be administered with good tolerability
and show promising clinical activity in this patient population
with high unmet medical needs.  Patient enrollment is now complete
in the Phase 2 study.

The preliminary Phase 2 results show an objective response rate
(complete or partial response) and disease control rate (complete
or partial response or stable disease) of 29% and 81%,
respectively, for patients receiving the combination of encorafenib
and cetuximab (encorafenib doublet), and 35% and 79%, respectively,
for patients receiving the combination of encorafenib, cetuximab
and alpelisib (encorafenib triplet).

Across both the encorafenib doublet and triplet treatment groups,
most treatment related adverse events were grade 1 or 2 with few
grade 3 or 4 adverse events.  The most frequent treatment related
adverse events across all grades for the encorafenib doublet were
fatigue (36%), nausea (31%), lipase increased (24%), diarrhea (21%)
and decreased appetite (21%), while for the encorafenib triplet
they were diarrhea (39%), nausea (37%), fatigue (33%) and
hyperglycemia (31%).

These results are consistent with the Phase 1b portion of the trial
and are encouraging when compared to currently available therapies
for BRAFmut CRC patients, as well as with other recently published
investigational approaches in this population. Historically,
response rates are very low for either single-agent EGFR or RAF
inhibitor therapy in patients with BRAFmut CRC, which suggests a
synergistic effect for the combination of encorafenib and cetuximab
in this population.

"The combination of encorafenib and cetuximab demonstrated
promising activity in this hard-to-treat subset of colorectal
cancer patients," said Josep Tabernero, M.D., Head of the Medical
Oncology Department at the Vall d'Hebron University Hospital and
the Director of the Vall d'Hebron Institute of Oncology.  "It is
critical to identify new, effective treatments for BRAF mutant
colorectal cancer patients, and I look forward to rapid development
of this combination in a subsequent clinical trial."

alpelisib (BYL719) is an investigational Novartis Pharmaceuticals
compound.

                       About Array Biopharma

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

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

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

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


AZIZ CONVENIENCE: Court Approves Deal with PlainsCapital Bank
-------------------------------------------------------------
Aziz Convenience Stores, L.L.C., sought and obtained from Judge
Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas, McAllen Division, approval of its compromise and
settlement with PlainsCapital Bank.

The Proposed Settlement is summarized as follows:

   (1) The Aziz Parties will use their best efforts to (a) maximize
the value of the Debtor and its operations, (b) market
substantially all of their assets, and (b) sell substantially all
of their assets to the highest and/or best offeror.

   (2) Execution of the Agreement by the non-Debtor Aziz Parties
operates as their (a) disclaimer of all rights, title, and interest
in and to the assets contemplated to be sold in the Sale Documents
and (b) assignment, transfer, and/or conveyance of such assets to
the Debtor.  Non-Debtor Aziz Parties agree to provide and execute
all other documents necessary to effectuate such assignment,
transfer, or conveyance by May 18, 2015, or such other time as
agreed to in writing by PCB.

   (3) Doug Brickley and The Claro Group, if Doug Brickley is
unavailable, will have (a) general supervision of the affairs of
the Debtor and (b) general and active control of all its business
and the authority to take any action on the Debtor's behalf.

   (4) On the Effective Date, PCB will have an allowed, secured
claim for all purposes in the Debtor's Bankruptcy Case, based on
the PCB Debt, in an amount not to exceed $27,601,798.  PCB will not
be allowed any further claim(s) or amount(s) against the Debtor or
the Debtor's Estate.

   (5) The PCB Allowed Prepetition Secured Claim will be paid from
(a) the proceeds of the Sale and (b) if the proceeds are not
sufficient to pay the PCB Allowed Prepetition Secured Claim in
full, then from Cash Collateral remaining after payment of all
budgeted, unpaid, and accrued administrative expenses.

   (6) On the Effective Date, the Estate and Aziz Parties jointly
and severally release, acquit, and forever discharge PCB and its
affiliates of and from any and all claims, demands, defenses,
actions, and causes of action, whatsoever and of any nature and
kind occurring or arising prior to the Effective Date.

   (7) The Aziz Releasing Parties promise not to sue or proceed in
any manner against the PCB Released Parties because of or arising
out of the event or transaction arising or occurring prior to the
Effective Date.

The Debtor's counsel, Matthew S. Okin, Esq., at Okin & Adams LLP,
in Houston, Texas, said the Settlement is in the best interest of
the Estate and the Debtor's creditors in that the settlement avoids
potentially costly litigation, while providing funds to the Estate
that may not otherwise be available for distribution to creditors
other than PCB.  Mr. Okin added that absent the Settlement, the
amount of money available for the creditor distributions would be
speculative and largely dependent upon the cost of and success in
litigating the Disputes.  He told the Court that the Settlement,
however, will provide the Estate certainty necessary to fully
administer the Estate and potentially provides funds enabling a
partial recovery to creditors subordinate to PCB -- even if the
total sale proceeds are less than PCB Allowed Prepetition Secured
Claim.  Mr. Okin noted that the Settlement is the result of arms-
length, good-faith, and extensive negotiations among the Parties.
He said the Settlement is in the best interests of the Estate under
the circumstances and serves the "paramount interests" of the
creditors.

The Debtor is represented by:

          Matthew S. Okin, Esq.
          George Niño, Esq.
          David L. Curry, Jr.
          OKIN & ADAMS LLP
          1113 Vine St. Suite 201
          Houston, TX 77002
          Telephone: (713)228-4100
          Facsimile: (888)865-2118
          Email: mokin@okinadams.com
                 gnino@okinadams.com
                 dcurry@okinadams.com
                 
              About Aziz Convenience Stores

Aziz Convenience Stores, L.L.C., owner of convenience stores
with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition
(Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen,
Texas, on
Aug. 4, 2014, without stating a reason.



The Debtor owns properties in Mission, San Juan, Pharr,
McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton,
Edinburg,
all in Texas. It appears that none of the Debtor's
convenience
stores are on leased property as the schedule of
unexpired leases
only shows the contract with Valero LP.


The Debtor is represented by William A Csabi, Esq.,
from
Harlingen, Texas.


AZIZ CONVENIENCE: Court Okays Asset Sale & Bid Procedures
---------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas entered an order approving the sale and
bid procedures in connection with the sale of substantially all of
Aziz Convenience Stores, LLC's assets.

A copy of the court order is available for free at:

                      http://is.gd/ugegmF

The sale hearing will commence on July 28, 2015, at 10:00 a.m.

As reported by the Troubled Company Reporter on May 21, 2015, the
Debtor sought court authorization for the sale of its assets to
Susser Petroleum Property Company LLC, subject to better and higher
offers.  Susser Petroleum proposes to acquire the Debtor's assets
for $28 million plus an "inventory payment."  The Debtor also
sought approval of the bidding procedures, which states that the
bid deadline is at 3:00 p.m. (CST) on July 15, 2015.  An auction
will commence at 9:00 a.m. (CST) on July 20, 2015, if more than one
qualified bid has been received by the Debtor.

In the event that the stalking horse bid is not the successful
bidder, the stalking horse bidder will be entitled to: (i) return
any good faith deposit tendered with the purchase and sale
agreement, subject to the terms provided in the bid procedures with
regard to return of the deposits of qualifying bidders; (ii) pay
the stalking horse bidder, as an administrative expense, of:
(x) a Break-Up Fee in the amount of $840,000; and (y) the actual
amount expended by the stalking horse bidder in conducting
activities of investigation and due diligence in connection with
the presentation of its bid and asset purchase agreement, provided,
however, that the amount of any payment will not exceed $500,000.

Objections to the sale must be filed by 5:00 p.m. (Central Time) on
July 24, 2015.

PlainsCapital Bank holds an allowed, secured claim in the assets
and will be entitled (but not obligated) to credit bid to the full
extent of its claims on all or any of the assets at the auction, or
at any time thereafter if the successful bidder or back-up bidder
fails to close on its successful bid or back-up bid, as applicable,
or the Court does not approve a proposed sale.  PCB will notify
Debtor and all qualified bidders of its initial credit bid, if any,
by 5:00 p.m. (CDT) on July 17, 2015.  If PCB elects to credit bid,
its bid will be a qualified bid under the bid
procedures without the need to follow any procedure, and PCB may
participate in the auction; provided, however, PCB's maximum bid at
the auction will be no greater than its allowed claim.

PCB is represented by:

      Gardere Wynne
      Marcus Helt, Esq.
      1601 Elm Street, Suite 300
      Dallas, TX 75201
      e-mail: mhelt@gardere.com

              and

      Atlas, Hall & Rodriguez, LLP
      P.O. Box 3725
      McAllen, TX 78502-3725
      ATTN: Vicki Skaggs
      e-mail: vmskaggs@atlashall.com

The counsel for the proposed purchaser can be reached at:

      Patricia Reed Constant, Esq.
      One Shoreline Plaza
      800 N. Shoreline Boulevard, Suite 320 S
      Corpus Christi, TX 78401-3733
      e-mail: prc@prconstantlaw.com

                      About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.


AZIZ CONVENIENCE: Seeks to Distribute Remaining Sale Proceeds
-------------------------------------------------------------
Aziz Convenience Stores, L.L.C., asks the U.S. Bankruptcy Court for
the Southern District of Texas, McAllen Division, for authority to
distribute the remainder proceeds from the sale of 205.88 acres of
real property located in Hidalgo County, Texas.

The Debtor is holding approximately $384,400 in cash proceeds from
the sale.  The Debtor seeks authority to distribute the remaining
proceeds from the sale as follows:

   (a) $48,817.28 to the Debtor as replenishment of PlainsCapital
Bank's cash collateral used to pay the following amounts: (i)
$34,998.28 Adequate Protection Payment paid to Greenwich Investors
XLV Trust 2013-1; (ii) $1,088.50 paid to The Claro Group, LLC, for
professional fees incurred in connection with the sale of the 200
Acres; (iii) $10,443.00 paid to Okin & Adams LLP for professional
fees incurred in connection with the sale of the 200 Acres; (iv)
$2,287.50 in payment to Wick Phillips Gould & Martin, LLP
professional fees incurred in connection with the sale of the 200
Acres; and

   (b) after establishment of the Professional Fee Reserve, the
remaining Escrow Reserve, currently, approximately $315,583.07, to
the Texas Comptroller of the Public Accounts as payment toward the
Comptroller's secured claim.

The Debtor will hold a Professional Fee Reserve in the amount of
$15,000, subject to the Comptroller's lien, for payment of any
allowed professional fees incurred in connection with the sale
exceeding the amounts specified.

The Debtor is represented by:

          Matthew S. Okin, Esq.
          George Niño, Esq.
          David L. Curry, Jr.
          OKIN & ADAMS LLP
          1113 Vine St. Suite 201
          Houston, TX 77002
          Telephone: (713)228-4100
          Facsimile: (888)865-2118
          Email: mokin@okinadams.com
                 gnino@okinadams.com
                 dcurry@okinadams.com

PlainsCapital Bank is represented by:

          Vicki M. Skaggs, Esq.
          ATLAS, HALL & RODRIGUEZ LLP
          818 Pecan Blvd.
          McAllen, TX 78501
          Telephone: (956)682-5501
          Email: vmskaggs@atlashall.com

            -- and --

          Marcus A. Helt, Esq.
          Evan Baker, Esq.
          GARDERE WYNNE SEWELL LLP
          1601 Elm Street, Suite 3000
          Dallas, Texas 75201-4761
          Telephone: (214)999-3000
          Email: mhelt@gardere.com
                 ebaker@gardere.com

The Texas Attorney General is represented by:

          Jason A. Starks, Esq.
          TEXAS ATTORNEY GENERAL
          P.O Box 12548
          Austin, Texas 78711-2548
          Telephone: (512)475-4867
                 
                About Aziz Convenience Stores

Aziz Convenience Stores, L.L.C., owner of convenience stores
with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition
(Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen,
Texas, on
 Aug. 4, 2014, without stating a reason.



The Debtor owns properties in Mission, San Juan, Pharr,
McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton,
Edinburg,
all in Texas. It appears that none of the Debtor's
convenience 
stores are on leased property as the schedule of
unexpired leases
only shows the contract with Valero LP.



The Debtor is represented by William A Csabi, Esq., from

Harlingen, Texas.


BAHA MAR: CCA Bahamas Comments on $3.5-Bil. Resort Project
----------------------------------------------------------
CCA Bahamas Ltd. (CCA Bahamas), a wholly owned indirect subsidiary
of China State Construction Engineering Corporation Limited (CSCEC)
and the general contractor for the $3.5 billion Baha Mar resort
project, on July 7 issued the following statement regarding the
recent decision made by Baha Mar Ltd., the developer of the Baha
Mar resort, to file for bankruptcy protection in the United States
Bankruptcy Court for the District of Delaware:

"Baha Mar Ltd.'s decision to file for bankruptcy protection is the
direct result of its failure to secure adequate financing and its
mismanagement of the design of Baha Mar resort project.  This
mismanagement includes replacing the principal architect after
construction had commenced, the late and incomplete delivery of
design packages and over 1,300 Construction Change Directives.  The
vast majority of the Baha Mar debtors are organized under the laws
of the Bahamas, the Baha Mar project is located in the Bahamas, and
the Bahamian people are deeply invested in the future of the
project.  Baha Mar Ltd.'s decision to file for bankruptcy
protection in the United States was, therefore, misplaced and
calculated to benefit the project's developer over the interests of
the Bahamas and its people."

"Baha Mar Ltd.'s recent public attempt to shift responsibility away
from itself and blame CCA Bahamas and our subcontractors for the
delays in the project's completion is misleading and dishonest.  It
is insulting to the many talented and hardworking employees and
subcontractors that work for CCA Bahamas and harms the interests of
the people and government of the Bahamas that are represented by
this landmark project."

"Since February 2015, CCA Bahamas and our subcontractors have
performed nearly $72 million of contract work for which we have
received no payment.  Our aggregate investment in and commitment to
the project, including money advanced by CSCEC on behalf of the
developer, approximates $220 million.  We have continually acted in
good faith in the performance of this work reliant upon the belief
that Baha Mar Ltd. would fulfill its responsibilities as the
owner."  

"CCA Bahamas is committed to holding Baha Mar Ltd. accountable for
its improper actions and failed commitments to the Bahamian
government, the people of the Bahamas, and all of its creditors.
We look forward to working with the financial community and the
Bahamian government in order to complete this important project."

Established in 1985, China Construction America (CCA) is the North
American and South American subsidiary of CSCEC.  CSCEC is a public
company listed on the Shanghai Stock Exchange with a total market
capitalization of $48 billion as of June 2015.  Ranked 52nd among
Fortune Global 500 companies and no. 1 on the ENR Global
Contractors list in 2014, CSCEC is unrivaled by any other
construction company in the world.  

CCA Bahamas is a wholly owned subsidiary of CCA with founding
principles of integrity and innovation with quality assurance and
value creation.  With a revenue of over $2 billion in 2014, CCA is
ranked no. 32 top contractor in the US. In accordance with its core
values, CCA is committed to creating value for all stakeholders and
building a better Bahamas and a better world.

CCA Bahamas has retained Island Capital Group, a private real
estate merchant bank, led by Andrew L. Farkas, as its exclusive
restructuring and financial advisor in relation to the Baha Mar
project.  CCA Bahamas has also retained the law firms of Shearman &
Sterling LLP; Peckar & Abramson; Squire Patton Boggs in the United
States and McKinney, Bancroft & Hughes in Nassau, Bahamas to
represent it in connection with all of its affairs in the pending
U.S. bankruptcy proceedings and in the Bahamas.

                         About Baha Mar

Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402).  Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas.

The case is assigned to Judge Kevin J. Carey.

The Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,
and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York.  The Debtors' Delaware counsel are Laura Davis
Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.  The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien.  The Debtors' special litigation counsel is Kobre
& Kim LLP.  The Debtors' construction counsel is Glaser Weil Fink
Howard Avchen & Shapiro LLP.

The Debtors' investment banker and financial advisor is Moelis
Company LLC.  The Debtors' claims and noticing agent is Prime Clerk
LLC.


BG MEDICINE: 1st Automated Test for Galectin-3 Now Available in US
------------------------------------------------------------------
BG Medicine, Inc., announced that the ARCHITECT Galectin-3 assay is
now available.  This automated blood test was cleared by the United
States Food and Drug Administration for use in conjunction with
clinical evaluation as an aid in assessing the prognosis of
patients diagnosed with chronic heart failure.  The ARCHITECT
Galectin-3 assay is performed using the Abbott ARCHITECT automated
immunoassay analyzer and is being commercialized through an
agreement between BG Medicine and Abbott.

"We believe that the introduction of automated galectin-3 testing
will improve access to galectin-3 testing, shorten turn-around time
for delivery of test results, and, as a result, accelerate adoption
of galectin-3 testing in the United States," said Paul R. Sohmer,
M.D., president and CEO of BG Medicine, Inc.

           ARCHITECT Galectin-3 Assay Intended Use and
                  Important Safety Information

For In Vitro Diagnostic Use

Intended Use: The ARCHITECT Galectin-3 assay is a chemiluminescent
microparticle immunoassay for the quantitative determination of
galectin-3 in human serum and EDTA plasma.  The ARCHITECT
Galectin-3 assay may be used in conjunction with clinical
evaluation as an aid in assessing the prognosis of patients
diagnosed with chronic heart failure.  The ARCHITECT Galectin-3
assay is used with the ARCHITECT i System with STAT protocol
capability.

Important Safety Information: Results should be interpreted along
with clinical findings and other laboratory test results.  Levels
of galectin-3 in blood may be increased in patients with certain
cancers and conditions associated with organ fibrosis.  The
ARCHITECT Galectin-3 assay is not indicated for detection,
diagnosis, prognosis, or any uses associated with any type of
cancer, conditions associated with organ fibrosis, or any other
condition not noted under the INTENDED USE section.

CAUTION: United States Federal law restricts this device to sale
and distribution by or on the order of a physician, or to a
clinical laboratory.

For complete information, see the assay specific package insert on
www.abbottdiagnostics.com.

                        About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $8.06 million in 2014, a
net loss of $15.8 million in 2013 and a net loss of $23.8 million
in 2012.

Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company's recurring
losses from operations, recurring cash used in operating activities
and accumulated deficit raise substantial doubt about its ability
to continue as a going concern.


BG MEDICINE: Largest Customer Files for Bankruptcy Protection
-------------------------------------------------------------
BG Medicine, Inc.'s largest customer, Health Diagnostic Laboratory,
Inc., filed a voluntary petition for bankruptcy protection under
Chapter 11 in the United States Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, on
June 7, 2015.  

HDL is BG Medicine's largest customer of its BGM Galectin-3 Test
(manual version) with sales that represented approximately 80% of
the Company's revenues for the fiscal year ended Dec. 31, 2014, and
approximately 60% of the Company's revenues for the fiscal quarter
ended March 31, 2015,

The Company has been in discussions with HDL since its bankruptcy
filing and HDL has indicated that it intends to continue operating
its business, to purchase tests from the Company in the ordinary
course and has agreed to accelerated payment terms and a limitation
on amounts owed to the Company on those new orders. Shipments of
galectin-3 test kits to HDL resumed on June 15, 2015, in volumes
comparable to those that had been shipped immediately prior to the
June 7, 2015, bankruptcy filing.  On July 2, 2015, in accordance
with the post-bankruptcy accelerated payment terms, the Company
received timely payment from HDL for kit shipments the Company has
made to HDL since June 15, 2015.  

"While the Company cannot assure you that HDL's bankruptcy will not
have an adverse effect on HDL's future orders from the Company, the
Company expects to become less reliant on growth from sales of the
manual microtiter plate method for galectin-3 testing as automated
testing is introduced in the United States in 2015," according to a
regulatory filing with the Securities and Exchange Commission.

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $8.06 million in 2014, a
net loss of $15.8 million in 2013 and a net loss of $23.8 million
in 2012.

Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company's recurring
losses from operations, recurring cash used in operating activities
and accumulated deficit raise substantial doubt about its ability
to continue as a going concern.


BOOMERANG TUBE: Hires Lazard Freres as Investment Banker
--------------------------------------------------------
Boomerang Tube, LLC and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Lazard Freres & Co. LLC as investment banker, nunc pro tunc
to the June 9, 2015 petition date.

The Debtors require Lazard Freres to:

   (a) assist the Debtors in identifying and evaluating candidates

       for any potential Sale Transaction, advising the Debtors in

       connection with negotiations and aiding in the consummation

       of any Sale Transaction;

   (b) review and analyze the Debtors' business, operations and
       Financial projections;

   (c) assist in the determination of a range of values for the
       Debtors on a going concern basis;

   (d) advise the Debtors on tactics and strategies for
       negotiating with the Stakeholders;

   (e) render financial advice to the Debtors and participating in

       meetings or negotiations with the Stakeholders and rating
       agencies or other appropriate parties in connection with
       any Restructuring;

   (f) advise the Debtors on the timing, nature, and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to any Restructuring;

   (g) advise and assist the Debtors in evaluating any potential
       Financing transaction by the Debtors, and, subject to
       Lazard's agreement so to act and, if requested by Lazard,
       to execution of appropriate agreements, on behalf of the
       Debtors, contacting potential sources of capital as the
       Debtors may designate and assisting the Debtors in
       implementing such Financing;

   (h) assist the Debtors in preparing documentation within
       Lazard's area of expertise that is required in connection
       with any Restructuring;

   (i) attend meetings of the Board of Directors of Boomerang with

       respect to matters on which Lazard has been engaged to
       advise hereunder;

   (j) provide testimony, as necessary, with respect to matters on

       which Lazard has been engaged to advise hereunder in any
       proceeding before the Bankruptcy Court; and

   (k) provide the Debtors with other financial restructuring
       advice.

As set forth with greater specificity in the Engagement Agreement,
the Debtors and Lazard have agreed to the following terms of
compensation (the "Fee Structure"):

  -- A monthly fee of $150,000 (the "Monthly Fee"), which shall
     accrue and be earned commencing with the first day after
     Boomerang Tube, LLC or any of its controlled subsidiaries has

     filed a petition for relief under chapter 11 of the
     Bankruptcy Code (the "Monthly Fee Commencement Date") and
     continuing until the earlier of the completion of the
     Restructuring or Sale Transaction, or the termination of
     Lazard's engagement pursuant to Section 10.

  -- A fee equal to $3,000,000, payable upon the consummation of a

     Restructuring (the "Restructuring Fee"); provided that:

     - If a Restructuring is consummated pursuant to a Prepackaged

       Plan, or the Company completes a Liquidation, the
       Restructuring Fee shall be $500,000; and

     - If the Debtors direct Lazard in writing to discontinue
       efforts to market and consummate a Sale Transaction after
       the 31st day and on or before the 60th day after execution
       of this Agreement, and either a Restructuring is
       consummated on an out-of-court basis (without significant
       involvement or advice from Lazard), or pursuant to a
       Prepackaged Plan, or the Debtors complete a Liquidation,
       the Restructuring Fee shall be $1,500,000.

     - If, whether in connection with the consummation of a
       Restructuring or otherwise, the Debtors consummate a Sale
       Transaction incorporating all or a majority of the assets
       or all or a majority or controlling interest in the equity
       securities of the Debtors, a fee (the "Sale Transaction
       Fee") equal to the greater of (i) $3,000,000 or (ii) 1.5%
       of the Aggregate Consideration, as defined in Schedule I
       hereto.

     - If a Restructuring Fee and a Sale Transaction Fee are both
       payable under the terms of this Agreement, only the Sale
       Transaction Fee shall be payable.

  -- In addition to any fees that may be payable to Lazard and,
     regardless of whether any transaction occurs, the Debtors
     shall promptly reimburse Lazard for all reasonable expenses
     incurred by Lazard (including travel and lodging, data
     processing and communications charges, courier services and
     other expenditures) and the reasonable fees and expenses of
     one firm of counsel, if any, retained by Lazard.

Timothy R. Pohl, managing director of Lazard Freres, 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.
The Court for the District of Delaware will hold a hearing on the
application on July 10, 2015, at 12:00 noon.  Objections were due
July 6, 2015.

Lazard Freres can be reached at:

       Timothy R. Pohl
       LAZARD FRERES & CO. LLC
       30 Rockefeller Plaza
       New York, NY 10112
       Tel: +1 (212) 632-6000

                        About Boomerang Tube

Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States.  OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing.  Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets.  With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America.  Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.

Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to 100%
of the common stock of the reorganized company.

The cases are assigned to Judge Mary F. Walrath.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.

On June 30, 2015, the Debtor filed a bankruptcy-exit plan and
explanatory disclosure statement.  A hearing to approve the
Disclosure Statement is set for August 11.


BOOMERANG TUBE: Taps Donlin Recano as Administrative Advisor
------------------------------------------------------------
Boomerang Tube, LLC and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Donlin, Recano & Company, Inc. as administrative advisor,
nunc pro tunc to the June 9, 2015 petition date.

The Debtors require Donlin Recano to:

   (a) assist with, among other things, any required solicitation,

       balloting and tabulation and calculation of votes, as well
       as preparing any appropriate reports, as required in
       furtherance of confirmation of plans of reorganization (the

       "Balloting Services");

   (b) generate an official ballot certification and testifying,
       if necessary, in support of the ballot tabulation results;

   (c) in connection with the Balloting Services, handle requests
       for documents from parties in interest, including, if
       applicable, brokerage firms and bank back-offices and
       institutional holders;

   (d) gather data in conjunction with the preparation, and
       assist with the preparation, of the Debtors' schedules of
       assets and liabilities and statements of financial affairs;

   (e) provide a confidential data room, if requested;

   (f) manage and coordinate any distributions pursuant to a
       confirmed chapter 11 plan; and

   (g) provide such other claims processing, noticing,
       solicitation, balloting, and administrative services
       described in the Services Agreement, but not included in
       the Section 156(c) Application, as may be requested by the
       Debtors from time to time.

Donlin Recano will apply to the Court for allowance of compensation
for professional services rendered and reimbursement of expenses
incurred in connection with the services rendered under the
Services Agreement in accordance with the applicable provisions of
the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the
United States Trustee Fee Guidelines, and any orders entered in
these cases governing professional compensation and reimbursement
for services rendered and charges and disbursements incurred.

Prior to the filing of the chapter 11 cases, the Debtors paid
Donlin Recano a retainer of $20,000, which was applied to
prepetition fees and expenses incurred under the Services Agreement
and the engagement letter that is the subject of the Section 156(c)
Application.

Colleen A. McCormick, chief operating officer of Donlin Recano,
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.

The Court for the District of Delaware will hold a hearing on the
application on July 10, 2015, at 12:00 noon.  Objections were due
July 6, 2015.

Donlin Recano can be reached at:

       Colleen A. McCormick
       DONLIN RECANO & COMPANY, INC.
       48 Wall Street
       New York, NY 10005
       Tel: (212) 481-1411

                        About Boomerang Tube

Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States.  OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing.  Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets.  With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America.  Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.

Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to 100%
of the common stock of the reorganized company.

The cases are assigned to Judge Mary F. Walrath.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.

On June 30, 2015, the Debtor filed a bankruptcy-exit plan and
explanatory disclosure statement.  A hearing to approve the
Disclosure Statement is set for August 11.


BRAFFITS CREEK: U.S. Trustee Wants Case Converted to Ch. 7
----------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 17, asks the U.S.
Bankruptcy Court for the District of Nevada to convert the Chapter
11 case of Braffits Creek Estate, LLC, to a case under Chapter 7 of
the Bankruptcy Code.

The U.S. Trustee tells the Court that the Debtor has failed to pay
U.S. Trustee fees of $648 that were originally due and payable on
or about June 11, 2015.  The U.S. Trustee says that during the
continued status conference on June 23, 2015, the Debtor's counsel
represented to the Court that the outstanding U.S. Trustee fees
would be paid no later than June 30, 2015, but the fees have not
been paid.  The U.S. Trustee adds that the Debtor has not paid
costs awarded to Debtor's counsel in the approximate amount of
$12,241, and that the Debtor has not yet established and funded the
liquidation trust provided for in the Plan and Confirmation Order.


The U.S. Trustee is represented by:

          Athanasios E. Agelakopoulos, Esq.
          UNITED STATES DEPARTMENT OF JUSTICE
          300 Las Vegas Blvd. South, Suite 4300
          Las Vegas, NV 89101
          Telephone: (702)388-6600
          Email: athanasios.agelakopoulos@usdoj.gov

                 About Braffits Creek Estates

Braffits Creek Estates LLC filed for Chapter 11 protection
(Bankr.
D. Nev. Case No. 12-19780) on Aug. 23, 2012. Bankruptcy
Judge
Bruce A. Markell presides over the case. David J.
Winterton, &
Assoc., Ltd., represents the Debtor in its
restructuring effort.
 The Debtor disclosed $25,003,800 in assets
and $33,959,140 in 
liabilities as of the Chapter 11
filing.



Bankruptcy Judge Laurel E. Davis confirmed Plan of
Reorganization
 for Braffits Creek Estates, LLC, as amended,
modified or
 supplemented, filed by secured creditor Cohen
Braffits Estates 
Development, LLC.



Cohen Braffits filed a bankruptcy-exit plan and disclosure

statement for the Debtor. Matthew L. Johnson, Esq., at Johnson &

Gubler, P.C., in Las Vegas, Nevada, related that Cohen's plan

provides for two classes of priority claims, one class of
secured 
claims, one class of unsecured claims, and one class of
equity 
security holders. Under the plan, Cohen will take
ownership of
 100% of the equity of reorganized Braffits.




BROOKLYN RENAISSANCE: Plan and Disclosures Due Nov. 3
-----------------------------------------------------
Brooklyn Renaissance, LLC, sought Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 15-43122) on July 6, 2015 in Brooklyn,
without stating a reason.  The Debtor estimated $10 million to $50
million in assets and less than $10 million in debt.  James McGown,
the managing member, signed the petition.  The case is assigned to
Judge Nancy Hershey Lord.  The Debtor tapped Jonathan S Pasternak,
Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York, as counsel.  According to the docket, the
Debtor's Chapter 11 plan and disclosure statement are due Nov. 3,
2015.


CAL DIVE: Seeks Sept. 29 Extension of Plan Filing Date
------------------------------------------------------
Cal Dive International, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive right to file a Chapter 11 plan to September 29, 2015,
and their exclusive right to solicit votes on a Chapter 11 plan to
November 30, 2015.

Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the Debtors are at a
crucial point in their Chapter 11 cases as significant deadlines,
imposed by both the Bid Procedures Order and DIP Facility
Agreement, are rapidly approaching.  As a result, the Debtors'
management and advisors are focused nearly exclusively on
maximizing the value realized through the sale process for the
benefit of their estates, creditors, and other parties in interest,
Ms. Steele says.  Maintaining the exclusive right to file and
solicit votes on a plan of reorganization is critical to the
Debtors' ability to complete the sale process and achieve their
remaining goals in their cases as efficiently and expeditiously as
possible, Ms. Steele asserts.  She says that from an informational
standpoint, the Debtors have not and will not be in a position to
formulate a plan until conclusion of the sale process, the outcome
of which will necessarily serve as the starting point for any plan
proposed in their Chapter 11 cases.

The hearing on the Debtors' Motion is scheduled on July 24, 2015 at
11:00 a.m.  The deadline for the filing of objections is set at
July 17.

The Debtors are represented by:

          Mark D. Collins, Esq.
          Michael J. Merchant, Esq.
          Amanda R. Steele, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, Delaware 19801
          Telephone: (302)651-7700
          Facsimile: (302)651-7701
          Email: collins@rlf.com
                 merchant@rlf.com
                 steele@rlf.com
                
             -- and --

          George A. Davis, Esq.
          Andrew M. Parlen, Esq.
          Daniel S. Shamah, Esq.
          O'MELVENY & MYERS LLP
          Times Square Tower
          Seven Times Square
          New York, NY 10036
          Telephone: (212)326-2000
          Facsimile: (214)326-2061
          Email: gdavis@omm.com
                 aparlen@omm.com
                 dshamah@omm.com

             -- and --
         
          Suzanne S. Uhland, Esq.
          O'MELVENY & MYERS LLP
          Two Embarcadero Center
          28th Floor
          San Francisco, CA 94111
          Telephone: (415)984-8700
          Facsimile: (415)984-8701
          Email: suhland@omm.com

                        About Cal Dive

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.



CAROLINA BEER: S&P Revises Outlook to Stable & Affirms 'B-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Mooresville, N.C.-based Carolina Beer & Beverage Holdings LLC to
stable from negative.  S&P also affirmed the corporate credit
rating at 'B-', as well as its 'B-' senior secured debt rating. The
recovery rating remains '4', indicating S&P's expectation for
average recovery (30% to 50%, at the lower end of the range) in the
event of a payment default.

"The outlook revision reflects Carolina's improved liquidity given
its lower capital expenditures and some EBITDA growth," said
Standard & Poor's credit analyst Stephanie Harter.  "After
underperforming in 2014 because of manufacturing expansion delays
and the impact of cooler weather on energy drink demand, the
company completed building a facility in Texas, where demand for
energy drink production is much higher than production capacity.
The likely rise in volumes because of additional capacity, along
with lower maintenance capex, lower operating costs, and better
economies of scale should permit the company to increase cash flow,
modestly reduce borrowings on its revolver, and improve liquidity."


Carolina is a regional contract manufacturer of specialty and
functional beverages in the U.S.  The company primarily produces
energy drinks, a fast-growing, high-margin category that requires
specialized blending, filling, and packaging capabilities.  Limited
excess capacity for these advanced capabilities should continue to
benefit Carolina, although there is a longer-term risk of greater
competition as other companies increase capacity. Moreover, the
company's earnings could be subject to sudden customer losses,
given that it does not rely heavily on long-term guaranteed
production contracts.  The company also has significant customer
concentration; its top three customers account for about 95% of its
revenues.

S&P could lower the ratings if operating performance deteriorates
materially, leading to sustained negative discretionary cash flows
and constrained liquidity.

Given the company's high financial leverage and financial sponsor
ownership, it is unlikely that we would consider an upgrade within
the next 12 months.



CHELSEA PETROLEUM: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Chelsea
Petroleum Products I, LLC, including a Ba3 Corporate Family Rating
and a Ba3 to its proposed $425 million senior secured term loan.
Moody's also assigned a SGL-3 Speculative Grade Liquidity Rating
and a stable outlook.  Proceeds from the term loan will be used to
acquire Gulf Oil Limited Partnership from Cumberland Farms, Inc.
for a total acquisition price of $1.1 billion including inventory.
Chelsea is an affiliate of ArcLight Energy Partners Fund VI, LP.

"Gulf's management has demonstrated a consistent track record in
operations execution and steady volume growth over the years,"
commented Sreedhar Kona, Moody's Senior Analyst.  "Although
ArcLight's significant equity contribution, experience with
midstream assets and expertise to potentially enhance Gulf's hedge
strategies are all credit positive factors, Chelsea's rating is
constrained by Gulf's lack of clear competitive strength in its
markets and moderate business risk due to commodity price
exposure."

Assignments:

Issuer: Chelsea Petroleum Products I, LLC

  Probability of Default Rating, Assigned Ba3-PD
  Speculative Grade Liquidity (SGL) Rating, Assigned SGL-3
  Corporate Family Rating, Assigned Ba3
  Senior Secured Term Loan, Assigned Ba3 (LGD3)

Outlook Actions:

Issuer: Chelsea Petroleum Products I, LLC

  Outlook, Assigned Stable

RATINGS RATIONALE

Chelsea's Ba3 CFR reflects the company's geographic footprint and
diversity, reinforced by the critical nature of its terminals
infrastructure.  The rating also considers the track record of the
management team, supported by a sponsor with experience with
midstream assets.  The rating is tempered by the company's moderate
exposure to commodity prices and volume risk, as well as financial
metrics that are weak for the rating category.  The rating is also
supported by the modest stability provided by medium term volume
contracts and expected growth in unbranded sales.

The Ba3 rating on Chelsea's senior secured term loan reflects the
strength of the collateral securing the term loan and the likely
reduction in principal amount from the cash sweep.  The term loan
facility will have first priority lien on all assets excluding ABL
Priority collateral (essentially all accounts receivable and
inventory) and second priority lien on all ABL Priority collateral.
Under Moody's Loss Given Default (LGD) methodology, we assumed
both the term loan and the ABL loan have equal priority (i.e., all
first lien), but the less-liquid non-ABL collateral was
distinguished by assigning a deficiency claim to it.  Considering
the market value of the non-ABL collateral and the second lien
claim on the residual ABL collateral, a moderate amount of
collateral cushion was evidenced for the term loan, thereby
necessitating a modest deficiency claim assigned to the term loan.

The SGL-3 Speculative Grade Liquidity Rating represents Moody's
view of adequate liquidity for Gulf to cover its cash needs through
the third quarter of 2016.  Pro forma for the ArcLight acquisition
and term loan issuance, the company would have drawn $250 million
under its ABL facility and will have approximately $225 million of
availability left under its borrowing base (based on the size of
the borrowing base on April 30, 2015).  Moody's expects Gulf to be
able to fund its cash obligations for the next 12 months through
internally generated cash; however, Gulf is fully reliant on its
ABL facility for its working capital needs. Moody's also expects
Gulf to draw on the ABL facility for any extraordinary capital
expenditures or investments.  The term loan and the ABL facility
are governed by one financial covenant -- a Debt Service Coverage
Ratio (DSCR) of greater than 1.5x in Year-1 after close and 1.75x
thereafter.  Through the first 12 months after close, Gulf will
have a moderate cushion under its 1.5x DSCR covenant and will
maintain compliance with covenants.  All of Gulf's assets including
the PP&E, receivables and the inventory are pledged as security
under the ABL credit facility and the term loan facility thereby
limiting the extent to which asset sales could provide a source of
additional liquidity.

The rating outlook is stable, reflecting Gulf's continuing modest
growth profile while maintaining adequate liquidity and declining
leverage.

Ratings may be considered for an upgrade if Gulf increases volumes
on a sustained basis to above four billion gallons per year and the
Debt to EBITDA ratio approaches 2.5x.

Ratings could be downgraded if Gulf's hedge strategies prove
ineffective on a sustained basis to mitigate commodity price risk
or if the Debt to EBITDA ratio rises consistently above 5.0x.

Gulf Oil (Gulf), based in Framingham, MA, is a blender and
wholesaler of refined petroleum products including gasoline, E85,
heating oil, diesel fuel, biodiesel and kerosene.  Gulf Oil owns
and operates 12 proprietary refined product terminals that supply
customers throughout the Northeast.  The terminals have a storage
capacity of 5.9 million barrels.  Gulf's terminals have
connectivity via seven refined product pipelines and barge access
that allow Gulf to source product from Europe, the Caribbean, and
all of the major United States refining markets -- New York,
Philadelphia, Midwest and Gulf Coast.  Gulf's strategically located
terminals are considered critical infrastructure required to store
and distribute refined products to its extensive distribution
network.  Gulf Oil markets 3.3 billion gallons of product
throughout 31 states and Puerto Rico as Branded sales, Unbranded
sales, Assured Dealers sales and Cumberland Retail sales.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.



CLEARWATER SEAFOODS: S&P Affirms 'B+' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term corporate credit rating on Halifax, N.S.-based Clearwater
Seafoods L.P.  The outlook is stable.

At the same time, Standard & Poor's affirmed its 'BB' issue-level
rating on the company's senior secured bank debt.  The '1' recovery
rating on the debt is unchanged, indicating S&P's expectation of
very high (90%-100%) recovery in the event of default.

"We base the affirmation on Clearwater's stable market position as
the largest holder of shellfish quota in Canada and narrow
diversity, as well as the continued strengthening of credit
protection measures," said Standard & Poor's credit analyst Donald
Marleau.

Clearwater is a small player in the highly fragmented global
seafood market, notwithstanding the company's position as the
largest vertically integrated harvester, processor, and distributor
of premium shellfish and seafood products in North America.  The
company specializes in offshore fishing of scallops, coldwater
shrimp, clams, lobster, and crab.

The stable outlook on Clearwater reflects Standard & Poor's belief
that the company will maintain adjusted debt to EBITDA of about 4x
and EBITDA interest coverage of 4x-5x as the company invests to
enhance its position in premium shellfish and seafood products.

S&P could lower the ratings if adjusted debt to EBITDA increased
above 5x and EBITDA interest coverage dropped to less than 2x with
poor prospects for improvement because of weak operating
performance or aggressive expansion amid difficult market
conditions.

S&P could raise the ratings if the company demonstrates a more
conservative financial policy by maintaining debt leverage
approaching 3x and EBITDA interest coverage above 6x while
maintaining its market position and generating steady operating
performance.



COLT DEFENSE: Terms of $33.33MM DIP Loan with Wilmington Savings
----------------------------------------------------------------
Colt Defense LLC and certain of its subsidiaries and affiliates on
June 24, 2015, entered into an Amendment No. 1 to Senior Secured
Superpriority Debtor-in-Possession Term Loan Agreement -- Term DIP
Loan Agreement Amendment -- dated as of June 24, 2015 with
Wilmington Savings Fund Society, FSB, as agent, and certain lenders
party thereto from time to time which amended and restated the
Company's existing Senior Secured Superpriority
Debtor-in-Possession Term Loan Agreement (as so amended and
restated, the "Term DIP Loan Agreement") dated as of June 16, 2015
with Wilmington, as agent, and the lenders party thereto .  

The Term DIP Loan Agreement provides for a term loan commitment of
up to approximately $33.33 million consisting of an initial term
loan of approximately $4.00 million which was drawn on June 17,
2015, a second term loan of approximately $2.67 million which was
drawn on June 25, 2015, and, subject to certain conditions being
met, including the entry of certain orders by the bankruptcy court,
a subsequent additional draw of approximately $6.67 million
(collectively, the "Tranche A Term Loans") and a deemed term loan
of approximately $20.00 million (the "Tranche B Term Loan") which
will be substituted and exchanged for (and deemed to have prepaid)
approximately $20.00 million of the Company's existing debt under
the Term Loan Agreement, as amended, dated as of November 17, 2014
with Wilmington, as agent, and the lenders party thereto.

Under the Term DIP Loan Agreement, the Company's obligations are
secured by a first-priority security interest in its intellectual
property and a second-priority security interest in substantially
all of its assets other than its intellectual property, including
accounts receivable, inventory and certain other collateral. The
Term DIP Loan Agreement provides for the accrual of interest on the
Tranche A Term Loans at a fixed rate of 12.5% per annum payable in
cash monthly in arrears and on the Tranche B Term Loan at a fixed
rate per annum of 10.0% in cash and 4.0% in kind payable monthly in
arrears.

The Term DIP Loan Agreement matures on the earliest of:

     (i) December 15, 2015,

    (ii) the substantial consummation of a plan of reorganization
or liquidation filed in the chapter 11 cases that is confirmed by
the bankruptcy court and recognized by the Ontario Superior Court
of Justice (Commercial List), and

   (iii) the date of acceleration of the term loan under the Term
DIP Loan Agreement.

The Term DIP Loan Agreement limits the Company's ability to incur
additional indebtedness, make certain investments or restricted
payments, pay dividends and merge, acquire or sell assets. The Term
DIP Loan Agreement requires the Company to comply with financial
covenants which primarily relate to limiting the amount of capital
expenditures of the Company and requiring the Company to comply
with an approved budget subject to limited variances in respect of
its disbursements and receipts.  As of June 30, 2015, the Company
was in compliance with the financial covenants.

The Term DIP Loan Agreement contains customary events of default
including, but not limited to, no material litigation or defaults
under material contracts and no material adverse change, as well as
events of default involving cases under the Bankruptcy Code,
including but not limited to, the Company's compliance with orders
of the bankruptcy court.

Proceeds from the Tranche A Term Loans will be used to provide
liquidity for the Company, including liquidity to allow the Company
to continue to manage its properties and operate its business as
debtor-in-possession in accordance the applicable provisions of the
Bankruptcy Code and the orders of the bankruptcy court; provided
that the use of proceeds is limited by a budget that is subject to
the approval of the lenders party to the Term DIP Loan Agreement.

A copy of the Amendment No. 1 to Senior Secured Superpriority
Debtor-in-Possession Term Loan Agreement, dated as of June 24,
2015, by and among the Company, Wilmington, as agent, and certain
lenders party thereto from time to time, is available at
http://is.gd/sEIHUY

                        About Colt Defense

Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847.  Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.

In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy
Court
for the District of Connecticut.  An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from
bankruptcy
in 1994.

Sometime after 1994, majority ownership of the Company
transitioned
from Zilkha & Co. to Sciens Capital Management.

On June 12, 2015, Colt's exchange offer, consent solicitation and
solicitation of acceptances of a prepackaged plan of
reorganization, dated April 14, 2015, as supplemented, with
respect
to its $250 million in 8.75% Senior Notes due 2017 expired. The
conditions to the exchange offer, the consent solicitation and the
prepackaged plan of reorganization were not satisfied, and those
conditions were not waived by Colt.
Colt's restructuring support agreement with Marblegate Special
Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding,
Inc., the Company's senior secured term loan lenders, requires it
to file for Chapter 11 bankruptcy.

Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets
as
a going concern.  Colt Defense estimated $100 million to $500
million in assets and debt.

On June 16, 2015, the Court directed the joined administration of
the assets.

The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny
&
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent.  Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.

Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.

Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.

The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors.

                           *     *     *

Colt's equity sponsor, Sciens Capital Management, has agreed to
act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing.  Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids.  Colt
expects to complete the entire Chapter 11 process in 60-90 days.

Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.


COLT DEFENSE: Terms of $41.7M Amended DIP Loan with Cortland
------------------------------------------------------------
Colt Defense LLC and certain of its subsidiaries and affiliates
entered into a First Amended and Restated Senior Secured
Super-Priority Debtor-in-Possession Credit Agreement dated as of
June 24, 2015 with Cortland Capital Market Services LLC, as agent,
and certain lenders party thereto from time to time which amended
and restated the Company's existing Senior Secured Super-Priority
Debtor-in-Possession Credit Agreement dated as of June 16, 2015
with Cortland, as agent, and the lenders party thereto.  

The Senior DIP Credit Agreement provides for a term loan commitment
of up to approximately $41.67 million consisting of:

     -- an initial term loan of approximately $2.00 million which
was drawn on June 17, 2015, a second term loan of approximately
$1.33 million which was drawn on June 26, 2015, and,

     -- subject to certain conditions being met, including the
entry of certain orders by the bankruptcy court, a subsequent
additional draw of approximately $3.33 million (collectively, the
"Tranche A Loans"), and

     -- a deemed term loan (the "Tranche B Loan") of approximately
$35.00 million which will be substituted and exchanged for (and
deemed to have prepaid) approximately $35.00 million of the
Company's existing debt under the Credit Agreement dated as of
February 9, 2015, as amended, with Cortland, as agent, and the
lenders party thereto.  

Under the Senior DIP Credit Agreement, the Company's obligations
are secured by a first-priority security interest in substantially
all of its assets (other than intellectual property), including
accounts receivable, inventory and certain other collateral, and a
second-priority security interest in the intellectual property. The
Senior DIP Credit Agreement provides for the accrual of interest at
a fixed rate of 11.0% per annum (which, at the option of the
Company may be paid 9.0% in cash and 2.0% in kind) payable monthly
in arrears.  The Senior DIP Credit Agreement matures on the
earliest of:

     (i) December 15, 2015,

    (ii) the closing date of the Company's previously disclosed
contemplated Section 363 sale,

   (iii) the substantial consummation of a plan of reorganization
or liquidation filed in the chapter 11 cases that is confirmed by
the bankruptcy court and recognized by the Ontario Superior Court
of Justice (Commercial List), and

    (iv) the date of acceleration of the term loan under the Senior
DIP Credit Agreement.

The Senior DIP Credit Agreement limits the Company's ability to
incur additional indebtedness, make certain investments or
restricted payments, pay dividends and merge, acquire or sell
assets.  The Senior DIP Credit Agreement requires the Company to
comply with financial covenants which primarily relate to limiting
the amount of capital expenditures of the Company and requiring the
Company to comply with an approved budget subject to limited
variances in respect of its disbursements and receipts.  As of June
30, 2015, the Company was in compliance with the financial
covenants.

The Senior DIP Credit Agreement also contains customary events of
default including, but not limited to, no material litigation or
defaults under material contracts and no material adverse change,
as well as events of default involving cases under chapter 11 of
the Bankruptcy Code, including but not limited to, the Company's
compliance with orders of the bankruptcy court.

Proceeds from the Tranche A Loans will be used to provide liquidity
for the Company, including liquidity to allow the Company to
continue to manage its properties and operate its business as
debtor-in-possession in accordance with the applicable provisions
of the Bankruptcy Code and the orders of the bankruptcy court;
provided that the use of proceeds is limited by a budget that is
subject to the approval of the lenders party to the Senior DIP
Credit Agreement. Certain lenders party to the Senior DIP Credit
Agreement are holders of a portion of Colt Defense LLC and Colt
Finance Corp.'s outstanding 8.75% Senior Notes due 2017.

A copy of the First Amended and Restated Senior Secured
Super-Priority Debtor-in-Possession Credit Agreement, dated as of
June 24, 2015, by and among the Company, Cortland, as agent, and
certain lenders party thereto from time to time, is available at
http://is.gd/L7177H

                        About Colt Defense

Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847.  Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.

In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy
Court
for the District of Connecticut.  An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from
bankruptcy
in 1994.

Sometime after 1994, majority ownership of the Company
transitioned
from Zilkha & Co. to Sciens Capital Management.

On June 12, 2015, Colt's exchange offer, consent solicitation and
solicitation of acceptances of a prepackaged plan of
reorganization, dated April 14, 2015, as supplemented, with
respect
to its $250 million in 8.75% Senior Notes due 2017 expired. The
conditions to the exchange offer, the consent solicitation and the
prepackaged plan of reorganization were not satisfied, and those
conditions were not waived by Colt.
Colt's restructuring support agreement with Marblegate Special
Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding,
Inc., the Company's senior secured term loan lenders, requires it
to file for Chapter 11 bankruptcy.

Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets
as
a going concern.  Colt Defense estimated $100 million to $500
million in assets and debt.

On June 16, 2015, the Court directed the joined administration of
the assets.

The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny
&
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent.  Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.

Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.

Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.

The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors.

                           *     *     *

Colt's equity sponsor, Sciens Capital Management, has agreed to
act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing.  Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids.  Colt
expects to complete the entire Chapter 11 process in 60-90 days.

Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.


EMDEON INC: Moody's Puts B2 CFR Under Review for Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings of Emdeon, Inc. under
review for downgrade, including the company's B2 corporate family
rating, B2-PD probability of default rating, Ba3 rating on the
senior secured revolver and term loans, and Caa1 rating on the
company's senior notes due 2019.

The review was prompted by the company's announcement that it has
entered into an agreement to acquire Altegra Health, a national
provider of technology-enabled, next generation payment solutions
that enable health plans and other risk-bearing healthcare
providers to generate, analyze and submit the data needed to manage
member care and ensure appropriate reimbursement.  Emdeon will
acquire Altegra Health for approximately $910 million in cash.  The
transaction is expected to be funded through a combination of
available cash and proceeds from new debt and equity offerings.
The company has not made public the specific details of the planned
debt and equity offering; however, Moody's anticipates an increase
in leverage associated with the transaction.  The acquisition is
expected to close by the end of the third quarter of 2015.

During the rating review, Moody's will assess the expected increase
in Emdeon's leverage to fund the proposed transaction.
Additionally, Moody's will focus on expectations around Emdeon's
financial policy with regard to additional acquisitions and the
company's ability to reduce leverage following the proposed
acquisition.  Moody's will also consider the strategic benefits of
the acquisition and the potential synergies that may be realized,
in addition to reviewing both Emdeon's and Altegra Health's
underlying operating trends.

Moody's has taken these rating actions:

On Review for Downgrade:

  Corporate Family Rating, Placed on Review for Downgrade,
   currently B2

  Probability of Default Rating, Placed on Review for Downgrade,
   currently B2-PD

  $125 million senior secured revolving credit facility due 2016,
   Placed on Review for Downgrade, currently, Ba3 (LGD3)

  $1,301 million ($1,259 million currently outstanding) senior
   secured term loan B2 due 2018, Placed on Review for Downgrade,
   currently, Ba3 (LGD3)

  $160 million ($159 million currently outstanding) senior secured

   term loan B3 due 2018, Placed on Review for Downgrade,
   currently, Ba3 (LGD3)

  $375 million 11% senior unsecured notes due 2019, Placed on
   Review for Downgrade, currently, Caa1 (LGD5)

Outlook Actions:

Outlook, Changed To Ratings Under Review from Stable

RATINGS RATIONALE

The B2 corporate family rating (currently under review for
downgrade) continues to reflect Emdeon's high debt leverage and
exposure to competition in the healthcare technology industry that
could cause pricing and margin pressure.  In addition, Moody's
believes the company will prioritize available cash and cash flow
for growth initiatives and acquisitions to bolster Emdeon's product
offering instead of utilizing funds for material debt reduction.
The rating is supported by Emdeon's high recurring revenue base,
its position as one of the leading providers of revenue and payment
cycle management services, high product switching costs, and
opportunities to cross-sell its services. Further supporting the
rating is anticipated growth in utilization because of the
Affordable Care Act ("ACA"), which will provide a continuum of
affordable coverage options to the uninsured through Medicaid and
the Health Insurance Marketplaces.  Additionally, Emdeon will
benefit from greater focus by the healthcare industry on
operational efficiencies in order to manage higher costs and cope
with lower reimbursement rates.

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.

Emdeon is a leading provider of software and analytics, network
solutions and technology-enabled services that optimize
communications, payments and actionable insights by leveraging its
intelligent healthcare platform, which includes one of the largest
financial and administrative networks in the United States
healthcare system.  Emdeon's platform and solutions integrate and
automate key functions of its payer, provider and pharmacy
customers throughout the patient encounter, from consumer
engagement and pre-care eligibility and enrollment through payment.
By using Emdeon's comprehensive suite of solutions, which are
designed to easily integrate with existing technology
infrastructures, customers are able to improve efficiency, reduce
costs, increase cash flow and more efficiently manage complex
workflows.  Emdeon generated approximately $1.4 billion in revenue
for the last twelve month period ended March 31, 2015.  Emdeon is
owned by The Blackstone Group L.P. and Hellman & Friedman.



F-SQUARED INVESTMENT: Case Summary & 30 Top Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                      Case No.
      ------                                      --------
      F-Squared Investment Management, LLC        15-11469
      Wellesley Office Park
      80 William Street, Suite 400
      Wellesley, MA 02481

      F-Squared Investments, Inc.                 15-11470
      F-Squared Retirement Solutions, LLC         15-11471
      F-Squared Alternative Investments, LLC      15-11473
      F-Squared Solutions, LLC                    15-11474
      F-Squared Institutional Advisors, LLC       15-11475
      F-Squared Capital, LLC                      15-11476
      AlphaSector LLC GP 1, LLC                   15-11477
      Active Index Solutions, LLC                 15-11478

Type of Business: The Debtors provide various index products on a
                  non-discretionary basis to unaffiliated third
                  parties, and separately provide discretionary
                  investment advisory services based on those
                  index products to various separately managed
                  account clients.

Chapter 11 Petition Date: July 8, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Laurie Selber Silverstein

Debtors' Counsel: Russell C. Silberglied, Esq.
                  Michael J. Merchant, Esq.
                  Zachary I. Shapiro, Esq.
                  Amanda R. Steele, Esq.
                  Joseph Charles Barsalona II, Esq.
                  Rachel Layne Biblo, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  Email: silberglied@rlf.com
                         merchant@rlf.com
                         shapiro@rlf.com
                         steele@rlf.com
                         barsalona@rlf.com
                         barsalona@rlf.com

Debtors'          GENNARI ARONSON, LLP,
Special
Corporate
Counsel:

Debtors'          GRAIL ADVISORY PARTNERS LLC (D/B/A PL ADVISORS)
Financial         AND MANAGED ACCOUNT SERVICES, LLC
Advisors and
Investment
Bankers:

Debtors'          STILLWATER ADVISORY GROUP LLC
Crisis
Managers and
Restructuring
Advisors:

Debtors'          BMC GROUP, INC
Claims/Noticing
Agent:

                                         Estimated     Estimated
                                           Assets      Liabilities
                                        ----------     -----------
F-Squared Investment Management, LLC    $1MM-$10MM      $1MM-$10MM
F-Squared Investments, Inc.             $1MM-$10MM      $1MM-$10MM
F-Squared Retirement Solutions, LLC     $50K-$100K      $0-$50K
F-Squared Alternative Investments, LLC  $1MM-$10MM      $0-$50K
F-Squared Solutions, LLC                $0-$50K         $0-$50K
F-Squared Institutional Advisors, LLC   $1MM-$10MM      $50K-$100K
F-Squared Capital, LLC                  $500K-$1MM      $0-$50K
AlphaSector LLC GP 1, LLC               $1MM-$10MM      $0-$50K
Active Index Solutions, LLC             $0-$50K         $0-$50K

The petition was signed by Laura Dagan, president and chief
executive officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Howard Present                        Contract        $1,968,971
46 Sagamore Road
Wellesley, MA
Email: hp@howardpresent.com
Tel: (617) 610-5570

Stradley Ronon Stevens & Young, LLP   Contract          $491,138
2600 One Commerce Square
Philadelphia, PA 19103-7098
Email: mmundt@stradley.com
Tel: (202) 419-8403
Tel: (571) 302-6065

Advent Software, Inc.                 Contract          $395,193
600 Townsend Street
San Francisco, CA 94103
Leah Rowell
Email: leah.rowell@advent.com
Tel: (415) 645-1222
Fax: (415) 241-4098

Simpson Thacher & Bartlett LLP        Contract          $336,190
1155 F Street, N.W.
Washington, DC 20004
Karen Gift
karen.gift@stblaw.com
Tel: (202) 636-5569
Fax: (202) 636-5502

Cantella & Co., Inc.                   Contract         $198,152

First National Bank Omaha             Credit Card       $115,536

Grove Street Advisors, LLC             Sub Lease        $114,805

Kimberly Collins                    Employee Contract    $68,429

Paul Gamble                         Employee Contract    $48,076

Bloomberg Finance LP                     Contract        $47,140

Nathan Eigerman                     Employee Contract    $41,596

Tony Garvin                         Employee Contract    $40,384

TransPerfect Document Management         Contract        $39,874
Inc.

Kathleen Weckler                    Employee Contract    $39,711

Mitchell Fishman                    Employee Contract    $38,076

Rooker Price                        Employee Contract    $31,410

Institutional Investor, LLC               Contract       $29,250

Melanie Karlberg                    Employee Contract    $28,365

Joseph Miskel                       Employee Contract    $25,961

Cushman & Wakefield                       Contract       $20,918

FactSet Research Systems, Inc.            Contract       $20,454

The Kinlin Company, Inc.                  Contract       $20,000

McLagan Partners Inc.                     Contract       $17,225

Alan Dunaway                         Employee Contract   $17,134

Sean Tierney                         Employee Contract   $15,576

Wells Fargo Advisors                      Contract       $15,221

Victoria Newhouse                    Employee Contract   $12,000

Ashland Partners & Co., LLP               Contract        $9,000

Morningstar Inc.                          Contract        $8,377

Hotel Indigo Newton Riverside             Contract        $6,558


FREEDOM INDUSTRIES: Judge Approves Chemical Spill Settlement
------------------------------------------------------------
The Associated Press reported that a bankruptcy judge approved a
$2.5 million deal on July 8 involving the cleanup of a massive 2014
chemical spill in West Virginia.

According to AP, the order by U.S. Bankruptcy Judge Ronald Pearson
said the agreement is in the best interests of Freedom Industries
and its creditors.

                      About Freedom Industries

Freedom Industries Inc. is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014.  The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.

                            *     *     *

U.S. Bankruptcy Judge Ronald Pearson on May 13, 2015, entered an
order denying Freedom Industries Inc.'s bid to move forward with
its Plan of Liquidation dated April 30, 2015.

The judge sustained the objection of the West Virginia Department
of Environmental Protection ("WVDEP"), which strongly took issue
with the Plan's treatment of environmental remediation and argued
that the Plan did not provide for adequate funding in that regard.

The Plan is a result of negotiations with: (a) the Official
Committee of Unsecured Creditors which is comprised of trade
creditors, spill claim creditors and the West Virginia-American
Water Company ("WVAWC"), (b) counsel to certain class action
claimants, including those representing parties in what is
referred
to in the Plan as the Bar 101 Case and the Good Case, (c) the
current equity owner of the Debtor and affiliated parties, (d)
Gary
Southern and affiliated parties, (e) Dennis Farrell, William Tis
and Charles Herzing and their respective affiliated parties, who
collectively are the former owners and board members of Freedom.
However, absent from the list of parties coming to affirmative
agreement under the Plan was the WVDEP.


FUSE MEDIA: S&P Retains 'B-' CCR on Revised Liquidity Profile
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating on Fuse Media Inc. (formerly known as SiTV Media
Inc.) are not affected by its revised assessment of the company's
liquidity profile to "adequate" from "less than adequate."  The
outlook remains stable.

S&P's 'B-' issue-level and '3' recovery ratings on the company's
$240 million senior secured notes due 2019 are also not affected.
The '3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; higher end of the range) of principal in the
event of a default.

The 'B-' corporate credit rating reflects Fuse Media's "weak"
business risk profile and "highly leveraged" financial risk profile
assessments.  The rating also incorporates S&P's expectation that
the company's discretionary cash flow generation could be minimal
over the next two years due to the business' high programming
spending requirements.

"We revised our liquidity assessment on Fuse Media to 'adequate'
from 'less than adequate' due to the company's increased cash
balances and availability under the $10 million revolver," said
Standard & Poor's credit analyst Naveen Sarma.  "We believe that
Fuse Media has 'adequate' liquidity to cover its needs over the
next 12 months."

The stable outlook reflects S&P's expectations that Fuse Media has
sufficient liquidity to meet its operating needs over the next 12
months, but its liquidity could be strained if discretionary cash
flow generation remains negative in 2016.  S&P views a downgrade as
more likely than an upgrade over the next 12-18 months.

A downgrade would likely entail the company's EBITDA becoming
insufficient to cover the interest burden on the existing debt.

S&P would consider raising the rating if the company begins
generating sustainable positive discretionary cash flow that
facilitates lower debt leverage over the next two years.  In
addition, S&P would also like to see solid advertising and
affiliate fee revenue growth that would convince it that the
company's business model is sustainable.



GAMING & LEISURE: S&P Retains 'BB+' CCR on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that that its ratings on
U.S.-based gaming real estate investment trust (REIT) Gaming &
Leisure Properties Inc. (GLPI), including its 'BB+' corporate
credit rating, remain on CreditWatch, where S&P had placed them
with negative implications on March 10, 2015.

The CreditWatch update follows GLPI's announcement that it has
significantly increased its offer consideration to acquire Pinnacle
Entertainment Inc.'s real estate assets.  GLPI raised its offer to
$5 billion from its original offer of approximately $4.1 billion in
March 2015.  GLPI also revised some of the terms and expected
funding for the acquisition.  GLPI is now planning to fund the
acquisition, including the additional consideration being offered
to Pinnacle shareholders, with additional equity. Specifically,
GLPI is offering Pinnacle shareholders 57 million GLPI shares
(compared with 36 million previously), and the company intends to
fund the acquisition with about $2 billion in new debt and $1
billion in new equity (compared with $2.3 billion in new debt and
$800 million in new equity previously).  Under the current
proposal, GLPI intends to finance the acquisition in a manner that
would limit the increase in initial leverage to around 5.5x, which
is S&P's threshold for the corporate credit rating on GLPI, and
represents an improvement from the previous 6x level the company
had indicated.

"In resolving the CreditWatch listing, we will review the final
terms of the transaction," said Standard & Poor's credit analyst
Ariel Silverberg.  "These include the company's prospective debt
structure, potential equity raise, and planned master lease
agreement for Pinnacle's assets relative to its publicly stated
financial policy goal of maintaining leverage of 5.5x, which is
S&P's leverage threshold above which we could consider lowering our
rating on GLPI."  S&P will update the CreditWatch listing once it
has sufficient information around the final terms and timing of the
transaction.

S&P could lower the rating by one notch to 'BB' if it expects that
GLPI will maintain leverage above 5.5x or EBITDA coverage of
interest expense below 3x over the long term.  This could occur if
the acquisition purchase price and the assumed debt to complete the
transaction increase, if S&P believes GLPI would experience delays
in raising the equity level it expects to use to partly fund the
acquisition, or if S&P believes the equity raise would be
unsuccessful.  Additionally, downside pressure would exist if S&P
believed GLPI would embark on additional acquisitions or other
significant development opportunities that resulted in adjusted
leverage remaining above 5.5x or EBITDA coverage of interest below
3x, or if S&P believed the credit quality of GLPI's current and
sole tenant had deteriorated to a point it would pressure the
company's credit quality.



GAS-MART USA: Engages Stinson Leonard as Bankruptcy Counsel
-----------------------------------------------------------
Gas-Mart USA, Inc., and its affiliated debtors are asking the U.S.
Bankruptcy Court for the Western District of Missouri for approval
to employ the law firm of Stinson Leonard Street LLP as counsel
under Section 327(a) of Title 11 of the United States Code, as
amended.

The professional services that the Firm is to render include:

   a. giving Debtors legal advice and representation with respect
to powers and duties as debtors-in-possession, in the continued
operation of their businesses, and in the management and
reorganization of their affairs;

   b. preparing, on behalf of Debtors, necessary legal documents;

   c. preparing and filing a Plan of Reorganization and
accompanying Disclosure Statement for and on behalf of Debtors; and


   d. performing all other legal services for Debtors as may be
reasonably requested by Debtor and as are reasonably necessary.

The regular hourly rates range from $215.00/hr. to $560.00/hr. and
said hourly rates

The Firm received a retainer of $100,000.  Prior to commencement of
the Chapter 11 cases, the Firm applied $68,280 of the retainer in
full and final satisfaction of all fees and expenses incurred prior
to the commencement of the cases.  Therefore, the Firm is
continuing to hold a retainer of $31,720 that was used to pay the
filing fees for the Chapter 11 cases and otherwise will be held as
a retainer against postpetition allowed fees and expenses.

Paul M. Hoffmann, attorney at law and a partner in the firm of
Stinson Leonard, attests that following a conflict inquiry process,
the firm is a "disinterested person" within the meaning of 11
U.S.C. Sec. 101(14).

                          About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and
Aving-Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due Oct.
30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.


GAS-MART USA: Hires Polsinelli PC as Special Counsel
----------------------------------------------------
Gas-Mart USA, Inc., and its affiliated debtors are asking the U.S.
Bankruptcy Court for the Western District of Missouri for approval
to employ Polsinelli PC as special counsel for the Debtors as of
the Petition Date.

The Debtors seek to employ Polsinelli as of the Petition Date to
represent the Debtors as special counsel to the Debtors in regard
to certain pending litigation that Polsinelli has previously
represented the Debtors and certain affiliates on, continue certain
real estate and corporate related work for the Debtors, and be
conflicts counsel in relation to all matters in regard to the
Debtors and Wells Fargo Bank, N.A., and Amcon Distributing Company
according to the terms of that certain engagement letter dated June
26, 2015 between Polsinelli and the Debtors.

The Debtors seek to retain Polsinelli as their special counsel
because of Polsinelli's prepetition representation in numerous
litigation matters with the Debtors, Polsinelli's prepetition real
estate and general corporate work with the Debtors, and
Polsinelli's extensive experience and knowledge, and in particular,
its recognized expertise in the field of debtor's and creditors'
rights and business reorganizations under Chapter 11 of the
Bankruptcy Code, its expertise, experience, and knowledge
practicing before the Court, its proximity to the Court, and its
ability to respond quickly to emergency hearings and other
emergency matters in this Court.  Further, Polsinelli's appearance
before this Court for the applications, motions and other matters
in these Chapter 11 Cases will be efficient and cost-effective for
the Debtors' estates.  The Debtors believe that Polsinelli is both
well-qualified and uniquely able to represent them as special
counsel in the Chapter 11 cases in a most efficient and timely
manner.

The Debtors, subject to the provisions of the Bankruptcy Code, the
Bankruptcy Rules, and the Local Rules, proposes to pay Polsinelli
its local hourly rates for services rendered.

Polsinelli has advised the Debtors that its hourly rates range from
$300 to $675 per hour for shareholders, from $220 to $325 per hour
for associates and senior counsel and from $110 to $220 per hour
for paraprofessionals.  The primary attorneys and paralegals
expected to represent the Debtors, and their respective hourly
rates, are:

   (a) Paul Sinclair (Shareholder) $500 per hour
   (b) James E. Bird (Shareholder) $490 per hour
   (c) Andrew J. Nazar (Shareholder) $330 per hour
   (d) Brendan McPherson (Shareholder) $300 per hour
   (e) Trista J. Backus (Paralegal) $140 per hour
   (f) Kim Vervoort (Paralegal) $140 per hour

Prior to the Petition Date, Polsinelli received, and continues to
hold, a $29,087 retainer from the Debtors and deposited the
retainer in a Polsinelli trust account.

Polsinelli, to the best of its knowledge, information and belief
does not represented and does not hold, any interest adverse
to the Debtor or their estates (a) in the matters for which
Polsinelli is to be retained or (b) in matters related to the
services to be performed by Polsinelli for the Debtors.

                          About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and
Aving-Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due Oct.
30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.


GAS-MART USA: Obtains Permission to Use $1.55-Mil. Loan
-------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that officials in charge of the Gas-Mart USA and Jumpin'
Jimmy's gas stations and convenience stores got permission to start
spending a $1.55 million loan to keep the chain's 42 locations
throughout the Midwest open during bankruptcy.

According to the report, at a court hearing held July 7, Judge
Arthur Federman cleared Gas-Mart officials to spend the loan from
UMB Bank NA while company officials look for buyers for some of its
stores, which are located in Iowa, Illinois, Indiana, Nebraska and
Wisconsin.

St. Johns Bank and Trust Company, a secured prepetition lender,
objected to the Debtors' cash collateral and DIP financing request,
complaining that the Motion fails to meet the factual and legal
requirements of Section 364(d) of the Bankruptcy Code as to the
liens of St. Johns.  The Debtors, according to St. Johns, have
failed to meet their burden by failing to disclose the proposed
budget for the DIP Facility, leaving St. Johns without the ability
to confirm that the budget includes adequate protection payments.
Further, the Debtors have failed to meet their burden by failing to
disclose to St. Johns the prepetition loan documents of the DIP
Lender, leaving St. Johns without the ability to stipulate as to
their validity and priority, St. Johns said.

St. Johns is represented by:

         Robert E. Eggmann, Esq.
         DESAI EGGMANN MASON LLC
         7733 Forsyth Boulevard, Suite 800
         St. Louis, MO 63105
         Tel: (314) 881-0800
         Fax: (314) 881-0820
         Email: reggmann@demlawllc.com

                          About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and
Aving-Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due Oct.
30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.


GAS-MART USA: Taps Brown & Ruprecht as Conflicts Counsel
--------------------------------------------------------
Gas-Mart USA, Inc., and its affiliated debtors are asking the U.S.
Bankruptcy Court for the Western District of Missouri for approval
to employ Brown & Ruprecht, PC, as conflicts counsel in the
bankruptcy proceeding in those limited instances where the Debtors'
general bankruptcy counsel Stinson Leonard Street LLP and its
special counsel Polsinelli have a conflict (initially matters
involving UMB Bank, North American Savings Bank, and Alliance
Management.)

To the best of the Debtor's knowledge, the firm of Brown & Ruprecht
does not hold or represent an interest adverse to Debtor's estate
and, except as otherwise disclosed, is disinterested, as that term
is defined in 11 U.S.C. Sec. 101, for the purposes of representing
Debtor in the Chapter 11 bankruptcy proceeding.  Brown & Ruprecht
has concluded its conflicts check as to the Debtor, its related
entities, its owners, its former restructuring consultant, Alliance
Management, and its major creditors, UMB Bank, North American
Savings Bank, the United States of America (IRS), Sun Life, St.
John's Bank and Wells Fargo. Brown & Ruprecht will supplement its
conflicts check and make any additional disclosures to the Court
required.

Frank Wendt, a shareholder in the firm, attests that firm of Brown
& Ruprecht does not to the best of its knowledge hold or represent
an interest adverse to the Debtor's estate and, except as otherwise
disclosed, is disinterested, as that term is defined in 11 U.S.C.
Sec. 101, for the purposes of representing Debtor as conflicts
counsel in this chapter 11 bankruptcy proceeding.

Brown & Ruprecht has received no retainer or payments from the
Debtor. All future fees and expenses are to be paid by the Debtor.

Fees will be charged at the hourly rates of Brown & Ruprecht as
follows:

   (a) Frank Wendt                $350
   (b) Senior Shareholders    $280 to $350
   (c) Junior Shareholders    $250 to $270
   (d) Associates             $190 to $210
   (e) Paralegals             $105 to $135

                          About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and
Aving-Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due Oct.
30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.


HEPAR BIOSCIENCE: Court Approves Delperdang Schuh as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota has
authorized Hepar Bioscience, LLC, to employ Delperdang, Schuh &
Co., P.C., as accountant.

Delperdang, with office located in 607 14th Street, Sioux City,
Iowa, is expected to assist the Debtor in preparing tax returns,
general bookkeeping guidance and assistance, preparing monthly
financial statements, and performing normal accounting procedures.

The Debtor agreed to compensate certain accountants and other
personnel within the firm as:

   Certified Public Accountant Partners            $250 - $300
   Staff Accountants                               $105 - $120

The Debtor also agreed to reimburse actual and necessary expenses.

To the best of the Debtor's knowledge, the accounting firm has no
connection with an adverse interest to Debtor, any creditors, or
any other party-in-interest.

Daniel M. McDermott, U.S. Trustee for Region 12, objected to the
application, stating that although not referenced as such in the
application, the Debtor sought to employ its accountant
retroactively or nunc pro tunc to a date almost two months prior to
submission of the application.  The U.S. Trustee requested that the
Court allow the accountant's employment commencing the date of the
filing of the application (i.e. April 15, 2015).

                      About Hepar BioScience

Jefferson, South Dakota-based Hepar BioScience LLC in the business
of receiving porcine (pork) by-products (concentrated peptone, a
functional pork protein and animal fat) and other meat by-products
that are primarily used in the porcine animal nutrition feed
industry (concentrated porcine peptone) and biodiesel or animal
feed business (animal fat).

The Company filed a Chapter 11 bankruptcy petition (Bankr. D. S.D.
Case No. 15-40057) on Feb. 20, 2015.  

Bankruptcy Judge Charles L. Nail, Jr., presides over the case.
Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof. LLC, represents
the Debtor in its restructuring effort.  The Debtor disclosed
$11,987,018 in assets and $22,243,151 in liabilities as of the
chapter 11 filing.

The U.S. Trustee for Region 12 appointed a five-member Official
Committee of Unsecured Creditors.



HOLY HILL: To Sell Sunset Blvd. Property to Palisades for $29.8M
----------------------------------------------------------------
The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the
Central District of California approved, after a live auction in
open court, the sale of Holy Hill Community Church's parcel of real
property located at 1111 Sunset Boulevard, in Los Angeles,
California, to Palisades Capital Partners, LLC, for $29.75 million.
A copy of the purchase and sale agreement dated May 18, 2015,
entered into by Richard J. Laski, Chapter 11 Trustee for the
Debtor, and the winning bidder is available for free at:

                      http://is.gd/frhSIw

As reported by the Troubled Company Reporter on May 25, 2015, the
Chapter 11 Trustee filed motion seeking authority from the Court to
sell to 1111 Sunset, LLC, for $18.60 million the parcel, which
consists  approximately 5.29 acres of land and including all real
and personal property, and air rights associated with the operation
and maintenance of the property, including, without limitation, all
fixtures and improvements and all records, plans, licenses,
developments rights, entitlements, warranties, governmental permits
and allocations, and all other governmental
approvals.  

David M. Orenstein, a member and a manager of PCP said in a
declaration filed on June 1, 2015, that in conjunction with the
combined auction and hearing on the sale motion held on May 22,
2015, at 10:00 a.m., and in conformity with the bidding procedures
approved by the Court by order entered on May 6, 2015, PCP
ultimately made the highest and best bid.  Immediately after the
conclusion of the auction, the Court confirmed the sale to PCP and
granted the sale motion.

                          About Holy Hill

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35.4 million in total
assets and $16.7 million in total liabilities.

John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


HORIZON PHARMA: Moody's Retains B2 CFR Over Depomed Offer
---------------------------------------------------------
Moody's Investors Service commented that the offer by Horizon
Pharma plc to purchase the outstanding equity of Depomed, Inc.
(unrated) for $29.25 per share in stock has positive credit
implications for Horizon if the offer is accepted.  At this time,
there are no changes to Horizon's ratings or outlook.  Horizon's
subsidiary Horizon Pharma, Inc. is rated B2 (Corporate Family
Rating) with a stable rating outlook.

Headquartered in Deerfield, Illinois, Horizon Pharma, Inc., is an
indirect wholly-owned subsidiary of Dublin, Ireland-based Horizon
Pharma plc.  Horizon is a publicly-traded specialty pharmaceutical
company marketing products in arthritis, inflammation and orphan
diseases.



KEMET CORP: Extends Chief Executive Officer's Term for One Year
---------------------------------------------------------------
KEMET Corporation and Per-Olof Loof, chief executive officer,
entered into an amended and restated employment agreement
which extends Mr. Loof's term for an additional year through
March 31, 2019.

Under the terms of the Agreement, Mr. Loof's annual base salary
through March 31, 2018, will be $850,000 or such higher or lower
rate as the Board of Directors of the Company may determine from
time to time in accordance with the terms of the Agreement.  

In addition, the Agreement provides that as long as Mr. Loof's is
employed by the Company on March 31, 2018, the Agreement will be
extend for an additional one-year period.  Mr. Loof's salary during
the Additional Employment Period will be as agreed between the
Company and Mr. Loof's, and in the absence of such an agreement
will be the greater of $425,000 or one-half of his base salary in
effect immediately prior to the start of the Additional Employment
Period.  Mr. Loof's will be eligible to participate in the
Company's health insurance coverage plan, existing short-term
incentive compensation program, long-term incentive compensation
program, and deferred compensation plan, in each case as such plans
are generally available to other executive officers of the Company.
As long as Mr. Loof's is employed as CEO on April 1, 2017, Mr.
Loof's will be entitled to participate in a final
24-month long-term incentive compensation program, covering the
period April 1, 2017, through March 31, 2019.

Under the Agreement, the Company agreed to grant to Mr. Loof
250,000 restricted stock units covering 250,000 shares of
restricted common stock to be issued under the Company's 2014
Amendment and Restatement of the KEMET Corporation 2011 Omnibus
Equity Incentive Plan.  The grant vests as follows: 35,000 RSUs on
March 31, 2017, 40,000 RSUs on March 31, 2018, and the balance of
175,000 RSUs on March 31, 2019.  The RSUs were granted on June 29,
2015.

The Agreement contains a standard confidentiality provision as well
as non-competition and non-solicitation agreements.

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

As of March 31, 2015, the Company had $753 million in total assets,
$588 million in total liabilities, and $165 million in total
stockholders' equity.

                           *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


KINCAID HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kincaid Holdings LLC
        9701 North By Northeast Blvd
        Fishers, IN 46037

Case No.: 15-05796

Chapter 11 Petition Date: July 7, 2015

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Debtor's Counsel: Samuel D. Hodson, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: 317-713-3557
                  Email: shodson@taftlaw.com

                    - and -

                  Andrew T Kight, Esq.
                  TAFT, STETTINIUS & HOLLISTER LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  Email: akight@taftlaw.com

Total Assets: $1.7 million

Total Liabilities: $788,099

The petition was signed by Winifred E. Kincaid, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/insb15-05796.pdf


KRAZ LLC: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Kraz, LLC
           dba Causeway Self Storage
        Attn: James Reed
        9625 Wes Kearney Way
        Riverview, FL 33578

Case No.: 15-07039

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 7, 2015

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

Debtor's Counsel: Stephen R Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Email: sleslie.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Reed, manager/chief restructuring
officer.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-07039.pdf


LOCAL CORPORATION: US Trustee Forms Creditors' Committee
--------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Local Corp.
appointed seven creditors to serve on the official committee of
unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Space Jet Media
         Brady Moritz
         1514 McDonald Street
         Houston, TX 77007

     (2) Rocket Fuel Inc.
         Jeffrey Mitchell
         1900 Seaport Blvd.
         Redwood City, CA 94063

     (3) U.S. Bank National Association
         Trustee for the Series A and Series B
         Senior Convertible Notes
         Stephen Rivero
         633 W. 5th Street, 24th Floor
         Los Angeles, CA 90071
         Phone (213) 615-6046

     (4) RR Donnelly Financial Inc.
         Dan Pevonka
         4101 Winfield Road
         Warrenville, IL 60555

     (5) Adapt.tv, Inc.
         Katherine Pimentel
         301 Arizona Ave., Suite 400
         Santa Monica, CA 90401

     (6) Online Equity Ventures LLC
         Dba KlickThru
         Matthew Hopkins
         18012 Cowan, Suite 175
         Irvine, CA 92614

     (7) Airfind Corp.
         Vic Shroff
         1621 Alton Pkwy., Suite 210
         Irvine, CA 92606

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

                     About Local Corporation

Local Corporation, a publicly traded Delaware corporation (NASDAQ
symbol LOCM), is in the business of providing search results to
consumers who are searching online for local businesses, products
and services.  Founded in 1999, the Irvine, California-based
company went public in 2004 and has been one of the fastest growing
online local media businesses for a number of years, and for the
past four years it has been listed by Deloitte on its Technology
Fast 500.  The Company's search results are provided through the
Company's flagship Local.com Web site and through other proprietary
Web sites, and they are also delivered to a network of over 1,600
other Web sites that rely on search syndication services to provide
local search results to their own users.  The Company generates
revenue from ad units placed alongside its search results, which
include pay-per-click, pay-per-call, and display ad units.

The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year.

The Company's balance sheet at March 31, 2015, showed $36.8 million
in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.

Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23,
2015.

The case is assigned to Judge Scott C Clarkson.

The Debtor tapped Winthrop Couchot as counsel.

The official schedules of assets and liabilities and statement of
financial affairs are due July 7, 2015.


MOBIVITY HOLDINGS: Amends 30.1 Million Shares Resale Prospectus
---------------------------------------------------------------
Mobivity Holdings Corp. filed an amended Form S-1 registration
statement with the Securities and Exchange Commission relating to
shares of common stock of the Company that may be offered for sale
for the account of Sandor Capital Master Fund, Ballyshannon
Partners LP, Porter Partners, LP, et al.

The selling stockholders may offer and sell from time to time up to
30,104,417 shares of the Company's common stock, which amount
includes 8,551,168 shares to be issued to the selling stockholders
only if and when they exercise warrants held by them.

Although the Company will incur expenses in connection with the
registration of the common stock, the Company will not receive any
of the proceeds from the sale of the shares of common stock by the
selling stockholders.  The Company will receive gross proceeds of
up to $10,217,433 from the exercise of the warrants, if and when
they are exercised.

The Company's common stock is quoted on the OTC Markets under the
symbol "MFON".  The last reported sale price of the Company's
common stock as reported by the OTC Markets on July 2, 2015, was
$0.87 per share.

A copy of the amended prospectus is available at:

                        http://is.gd/YxSAKO

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $10.4 million in 2014, a
net loss of $16.8 million in 2013, a net loss of $7.33 million in
2012, and a net loss of $16.3 million in 2011.

As of March 31, 2015, Mobivity had $8.61 million in total assets,
$1.67 million in total liabilities, and $6.93 million in total
stockholders' equity.


NEW LOUISIANA: Lyon Financial Wins Auction of Assets With $6M Bid
-----------------------------------------------------------------
SA-Clewiston, LLC, SA-Lakeland, LLC and SA-St. Petersburg, LLC, in
consultation with the Official Committee of Unsecured Creditors,
have selected stalking horse bidder Lyon Financial Services, LLC,
as the successful bidder at the auction conducted on June 9, 2015,
for the sale of substantially all of the Debtors' assets.

The Successful Bidder will buy the assets for $6 million.

The Debtors, in consultation with the Committee, have selected TL
Management, LLC, as the alternate bidder at the auction.

The closing of the transactions will take place at the offices of
Neligan & Foley, LLP, at 10:00 a.m., central time on a date that is
no later than five business days following the satisfaction or
waiver of the conditions, unless another time or date, or both, are
agreed to in writing by the parties hereto.

A copy of the operations transfer agreement is available for free
at http://is.gd/TKKSOD

                   About New Louisiana Holdings

New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.

Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.

Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No.
14-50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No.
14-50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No.
14-50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.

Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No.
14-51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.

The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert Summerhays
of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).

The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.  Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.

The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors.  Pepper Hamilton LLP and
McGlinchey Stafford PLLC serve as counsel to the Committee.


NORTHERN STAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Northern Star Development and Construction, LLC
           dba Northern Star Construction
        7901 Kingspointe Pkwy., Suite 13
        Orlando, FL 32819

Case No.: 15-05898

Chapter 11 Petition Date: July 7, 2015

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

Debtor's Counsel: James H Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  Post Office Box 540163
                  Orlando, FL 32854
                  Tel: 407-872-7447
                  Fax: 407-246-0008
                  Email: jhm@jamesmonroepa.com

Total Assets: $42,345

Total Liabilities: $1.3 million

The petition was signed by Ivan Maldonado, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-05898.pdf


NRAD MEDICAL: Files for Chapter 11 to Wind Down Operations
----------------------------------------------------------
NRAD Medical Associates, P.C., which ran a radiation therapy
practice with 16 locations, has sought bankruptcy protection as it
winds down operations.

Until June 1, 2015, the Debtor operated a regional radiology
imaging medical practice (the "Imaging Practice") and a regional
radiation therapy practice (the "RT Practice") with 16 locations
throughout Long Island and Queens, New York, which employed
approximately 450 individuals. In addition, the Debtor and certain
multi-specialty practitioners (e.g. gynecologists, internists,
surgeons) (collectively, the "MSP's") were parties to agreements,
pursuant to which the MSP's were employed by the Debtor, certain
assets were acquired, certain obligations were assumed, and the
Debtor fulfilled the imaging needs of the MSP's practice.

The Debtor operates its principal place of business from a leased
space in Garden City, New York.  The Debtor continues to collect
its accounts receivable for the benefit of its creditors, and is in
the process of winding down its RT Practice and MSP Practice.

The Debtor employs a total of 104 people, of which 75 individuals
provide services to the RT Practice and MSP Practice. The RT
Practice currently operates out of three sites in Garden City, New
York, Woodbury, New York, and Lake Success, New York.  The Debtor
is in the process of winding down its RT Practice, and expects that
the process will be completed by late August 2015.  As of the
Petition Date, there are seven MSP Agreements in effect.  The
Debtor provided notice to the remaining MSP Practice physicians
prior to the Petition Date, and expects that all remaining MSP
Agreements will be unwound as of September 1, 2015.

                     The Alignment Transaction

On June 1, 2015, the Debtor closed an alignment transaction
pursuant to which the Debtor transferred substantially all of the
assets of its Imaging Practice, subject to certain prior existing
liens, to Blue Dot Holdings, LLC, a wholly owned subsidiary of the
Debtor.  Blue Dot in turn transferred those assets to Meridian
Imaging Group, LLC, a newly formed management services
organization, in exchange for an ownership interest in Meridian. At
the same time, Affiliated Imaging Group, LLC, transferred
substantially all of its assets to Meridian in exchange for an
ownership interest in Meridian.

Meridian licenses those assets and certain leasehold interests, and
provides certain services to New York University, a New York
education corporation ("NYU") in exchange for, among other things,
a usage fee, pursuant to a license agreement by and between
Meridian and NYU.  Meridian licenses to NYU leasehold interests
previously owned by the Debtor and/or Affiliated, furnishes the
services of nurses, certain non-physician and clerical personnel,
and provides clinical and radiology services to patients at its
locations.

                        The Chapter 11 Case

The Debtor has determined that it is in the best interest of its
creditors to file the chapter 11 case in order to collect pre
Alignment Transaction receivables, stay the various litigations,
allow the post-closing details of the Alignment Transaction to be
negotiated without disruption (creating a revenue stream for the
Debtor's creditors), potentially negotiate a sale of the RT
Practice, successfully unwind the remaining MSP Agreements under
the MSP Practice, and propose a chapter 11 plan which maximizes the
value of the Debtor's estate for the benefit of all of the Debtor's
creditors, rather than a select few.

In the beginning months of this case, the Debtor will continue its
efforts to wind down the RT Practice to the extent it is safe to do
so.  The Debtor estimates that by the end of August 2015, it will
no longer need to operate the RT Practice, and can begin
liquidating available assets.  The Debtor will also continue its
efforts to wind down the MSP Practice.  The Debtor estimates that
by Sept. 1, 2015, the notice periods required under the MSP
Agreements to unwind the MSP Practice will have expired, and the
Debtor will have no further obligations with respect to the MSP
Practice.

                         First Day Motions

The Debtor on the Petition Date filed motions to:

  -- pay prepetition wages and benefits;
  -- continue its cash management system;
  -- prohibit utilities from discontinuing service; and
  -- use cash collateral.

                         About NRAD Medical

NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.

NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015.  The case is assigned to Judge Louis A. Scarcella.

The Debtor is represented by Anthony C Acampora, Esq., at Silverman
Acampora LLP, in Jericho, New York.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 4, 2015.


NRAD MEDICAL: Proposes to Use Cash Collateral
---------------------------------------------
NRAD Medical Associates, P.C., is asking approval from the U.S.
Bankruptcy Court for the Eastern District of New York to enter
interim and final orders authorizing it to use cash collateral of
prepetition secured creditors Sterling National Bank and Nina S.
Vincoff.

In the beginning months of the Chapter 11 case, the Debtor intend
to continue its efforts to wind down its regional radiation therapy
practice to the extent it is safe to do so. The Debtor estimates
that by the end of August 2015, it will no longer need to operate
the RT Practice, and can begin liquidating available assets.  The
Debtor will also continue its efforts to wind down the MSP Practice
(i.e. Debtor fulfilling the imaging needs of multi-specialty
practitioners ("MSPs")).  The Debtor estimates that by Sept. 1,
2015, the notice periods required under the MSP Agreements to
unwind the MSP Practice will have expired, and the Debtor will have
no further obligations with respect to the MSP Practice.

Gerard R. Luckman, Esq., at SilvermanAcampora LLP, avers that as a
result of the Debtor's ongoing operations, the Debtor's continued
use of cash collateral is essential.  The Debtor continues to
employ various cardiologists and nurses and, although the Debtor is
eventually reimbursed by New York University for those services,
the Debtor must first pay those individuals.  In addition, the
Debtor continues to collect pre Alignment Transaction receivables,
which requires the Debtor to continue paying its administrative
staff and billers as well as MMP to the extent it is obligated to
provide services to the Debtor over the next few months. The Debtor
also requires the use of cash collateral to pay operating expenses
of its RT Practice and MSP Practice, until the Debtor successfully
winds them down.

                   Sterling National Bank Loan

On or about Sept. 11, 2013, the Debtor entered into a term loan
with Sterling National Bank for the amount of approximately $1.7
million pursuant to a promissory note.  That promissory note was
secured by the cash surrender value of certain life insurance
policies.

On Dec. 27, 2013, the Debtor entered into a revolving credit
facility with Sterling for a maximum borrowing amount of
$5,811,500, secured by a first priority lien on substantially all
of the Debtor's assets, pursuant to a Loan and Security Agreement,
the proceeds of which were used in part to satisfy the remaining
secured debt due to Signature Bank.

The Sterling 2013 Term Loan and the Sterling 2013 Credit Facility
were further secured by $2 million of cash and securities pledged
by the Current Shareholders (the "Shareholders' Additional
Collateral"), to be returned upon the Debtor's ability to reach
certain financial ratios under the loan documents.  In exchange,
the Debtor granted the Current Shareholders a first-priority lien
upon certain equipment up to a value of $2 million, pursuant to a
Security Agreement dated as of Dec. 27, 2013.  The Current
Shareholders filed a UCC-1 financing statement against the Debtor
to perfect their interest.  The Current Shareholders executed
personal guarantees in favor of Sterling in connection with the
Sterling 2013 Term Loan and the Sterling 2013 Credit Facility.

In January 2015, the Debtor and Sterling entered into an Amendment
to Loan and Security Agreement, pursuant to which Sterling required
that the Debtor refinance $1,997,000 of the maximum facility amount
of the Sterling 2013 Credit Facility.

On July 2, 2015, the Debtor restructured the Sterling 2013 Credit
Facility and Sterling 2013 Term Loan into two term loans pursuant
to an Amended and Restated Loan and Security Agreement by and among
Sterling, as lender, and NRAD, Blue Dot, and Red Dot Holdings,
LLC6, as borrowers. "Term Loan 1" is in the amount of $3,688,500,
and refinanced the Sterling 2013 Term Loan and a portion of the
Sterling 2013 Credit Facility.  "Term Loan 2" is in the amount of
$3,053,365, and refinanced a portion of the Sterling 2013 Credit
Facility.

The Sterling Term Loans both mature in four years, and are secured
by a lien on (collectively, the "Collateral"): (i) substantially
all of the Debtor's assets; (ii) the Shareholders' Additional
Collateral; (iii) Blue Dot's membership interest in Meridian; (iv)
the income stream due from Meridian to Blue Dot and (v) the
products and proceeds thereof.

As part of the consideration for the Sterling Term Loans, the
Current Shareholders executed Certifications agreeing to reaffirm
the Shareholder Personal Guaranties and pledge and/or control
agreements with respect to the Shareholders' Additional
Collateral.

In addition, the Debtor was obligated to pay down $1,000,000 of
principal of Term Loan 2 from the collection of pre Alignment
Transaction receivables as follows: (i) $150,000 in June 2015; (ii)
$400,000 no later than July 2, 2015; (iii) $50,000 no later than
Sept. 1, 2015; and (iv) $400,000 no later than Dec. 31, 2015. As of
the Petition Date, the Debtor has paid approximately $550,000 of
that amount.

As of the Petition Date, the Debtor was indebted to Sterling in the
amount of $6,741,365.

The Debtor has provided Sterling with an interim budget.  Sterling
has consented to the use of cash collateral pursuant to the interim
approved budget.

                            Vincoff Rift

On Nov. 5, 2014, seven days before the Debtor commenced the BCL
Action, Nina S. Vincoff, one of the Former Shareholders, commenced
an action in the Supreme Court, Nassau County (Distefano, J.) (the
"State Court") titled Nina S. Vincoff v. NRAD Medical
Associates, P.C., under Index No. 605872/2014 ("Vincoff I") by
filing a motion for summary judgment in lieu of a complaint,
seeking entry of a judgment for the full amount due under her
Redemption Note pursuant to her Redemption Agreement.

On Feb. 9, 2015, the State Court entered an order granting
Vincoff's motion for summary judgment pursuant to CPLR 3213, and
directing entry of a judgment in the amount of $318,994.09.

On April 10, 2015, the Debtor and Vincoff entered into a Security
Agreement pursuant to which the Debtor granted Vincoff a security
interest and lien, subordinate to all prior liens, upon
substantially all of the Debtor's assets up to the amount of
$318,994, plus interest, costs, and fees (including reasonable
attorney's fees) that continue to accrue pursuant to the judgment
entered in Vincoff I (the "Vincoff Lien").  On May 1, 2015, Vincoff
filed a UCC-1 financing statement against the Debtor perfecting her
security interest granted under the Vincoff Security Agreement.

On May 5, 2015, a judgment was entered in the office of the Clerk
of the Nassau State Court, and on June 1, 2015, the Debtor filed
and served a Notice of Entry of the Judgment. The Debtor appealed
the Judgment.

The Debtor intends to commence an adversary proceeding against
Vincoff in the next few days to, among other things, avoid the
granting and perfection of her security interest, as a preferential
transfer made by the Debtor within the 90 days prior to the
Petition Date pursuant to 11 U.S.C. Sec. 547.

                      Adequate Protection

The Debtor proposes to use cash collateral to fund the operation of
its business in accordance with a budget.

As adequate protection, the Debtor will grant subject only to a
carve out, Sterling a superpriority administrative claim and a
superpriority lien on and security interest in all or substantially
all of the Debtor's assets, and Vincoff a superpriority lien on and
security interest in substantially all of the Debtor's assets,
subordinate to Sterling.  

The Debtor proposes that, provided that no other event of default
has occurred, the Debtor's use of cash collateral will end on the
date that is the earliest to occur of (i) the confirmation of a
plan of reorganization for the Debtor; (ii) the sale of
substantially all of the assets of the Debtor; (iii) the conversion
of the Debtor's Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Code; (iv) the appointment of a trustee under Chapter 11
of the Bankruptcy Code; (v) the appointment of an examiner with
expanded powers under the Bankruptcy Code; (vi) the Debtor's
ceasing and discontinuing its ordinary business operations; or
(vii) Nov. 4, 2015.

The proposed order provides that Sterling will be allowed to seek
expedited relief in the event of a default by providing seven days
notice.  The Debtor will have five days from receipt of such notice
to cure such default.

                         About NRAD Medical

NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.

NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015.  The case is assigned to Judge Louis A. Scarcella.

The Debtor is represented by Anthony C Acampora, Esq., at Silverman
Acampora LLP, in Jericho, New York.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 4, 2015.


NRAD MEDICAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: NRAD Medical Associates, P.C.
        990 Stewart Avenue, Suite 400
        Garden City, NY 11530

Case No.: 15-72898

Type of Business: Health Care

Chapter 11 Petition Date: July 7, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Louis A. Scarcella

Debtor's Counsel: Anthony C Acampora, Esq.
                  SILVERMANACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  Email: efilings@spallp.com

                    - and -

                  Gerard R Luckman, Esq.
                  SILVERMANACAMPORA LLP
                  100 Jericho Quadrangle Ste 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Email: efilings@spallp.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Nat Wasserstein, chief restructuring
consultant.

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


PANTRY INC: S&P Affirms Then Withdraws 'B+' CCR
-----------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings on
convenience-store operator The Pantry Inc., including the 'B+'
corporate credit rating.  S&P subsequently withdrew the ratings
following the repayment of the senior unsecured notes and at the
issuer's request.  The ratings on The Pantry were on CreditWatch
with positive implications at the time of withdrawal.

Alimentation Couche-Tard Inc. (BBB/Stable/--) recently acquired The
Pantry.  The CreditWatch listing reflected S&P's view that Pantry's
operations are strategic for Couche-Tard as Pantry's stores will
augment Couche-Tard's market presence in the Southeast U.S.  S&P
also believes The Pantry could benefit from group support from its
higher-rated new owner.  S&P understands The Pantry's senior
management team has been replaced with those of its new parent.



RAILSIDE LLC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Railside, LLC
        1450 Bell Ave
        Fort Pierce, FL 34982

Case No.: 15-22232

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 7, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Brian K. McMahon, Esq.
                  BRIAN K. MCMAHON
                  1401 Forum Way, 6th Floor
                  West Palm Beach, FL 33401
                  Tel: 561-478-2500
                  Fax: 561-478-3111
                  Email: briankmcmahon@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Katsock, Jr., managing member.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-22232.pdf


RETROPHIN INC: Pays $47.3 Million Under 2014 Credit Agreement
-------------------------------------------------------------
Retrophin, Inc., paid $47.3 million as payment in full for all
principal and accrued interest under a Credit Agreement, dated as
of June 30, 2014, among the Company, the lenders from time to time
party thereto and U.S. Bank National Association.  The amount paid
was inclusive of a $2.25 million prepayment premium, as required by
the terms of the Credit Agreement.

Upon receipt of this final payment, the liens and security
interests granted pursuant to the Credit Agreement were
automatically and irrevocably released and terminated, and the Loan
Documents were permanently terminated.

                         Completes Sale

Following the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
on July 2, 2015, the Company completed its sale to Sanofi of its
Rare Pediatric Disease Priority Review Voucher, which was awarded
by the U.S. Food and Drug Administration to encourage development
of new drugs and biologics for the prevention and treatment of rare
pediatric diseases.  The Asset Sale was pursuant to the terms of an
Asset Purchase Agreement, dated May 22, 2015.

Pursuant to the Purchase Agreement, Sanofi paid the Company $150
million upon the closing of the Asset Sale.  Sanofi will also pay
the Company an additional $47.5 million on the first anniversary of
the closing of the Asset Sale and an additional $47.5 million on
the second anniversary of the closing of the Asset Sale.

                          About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

Retrophin reported a net loss of $111 million in 2014 following a
net loss of $34.6 million in 2013.

As of March 31, 2015, the Company had $415.98 million in total
assets, $247 million in total liabilities and $169 million in total
stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014.  The accounting firm noted that the Company has
suffered recurring losses from operations, used significant amounts
of cash in its operations, and expects continuing future losses.
In addition, at Dec. 31, 2014, the Company had deficiencies in
working capital and net assets of $70.2 million and $37.3 million,
respectively.  Finally, while the Company was in compliance with
its debt covenants at Dec. 31, 2014, it expects to not be in
compliance with these covenants in 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


SALT LAKE ARTS: S&P Reinstates 'BB' Rating on 2012 Revenue Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services has corrected by reinstating its
'BB' long-term rating on Salt Lake Arts Academy, Utah's series 2012
revenue bonds.  The outlook is stable.


SEARS HOLDINGS: Edward Lampert Reports 52.5% Stake as of July 6
---------------------------------------------------------------
As of July 6, 2015, the following reporting persons may be deemed
to beneficially own shares of Sears Holdings Corporation common
stock:

                                                    Percentage of
                                Number of Shares     Outstanding
   Reporting Person            Beneficially Owned       Shares
   ----------------            ------------------   -------------
ESL Partners, L.P.               58,081,378             52.1%
SPE I Partners, LP                1,501,241              1.4%
SPE Master I, LP                  1,933,413              1.8%
RBS Partners, L.P.               61,516,032             55.2%  
ESL Institutional Partners           12,341                0%
RBS Investment Management            12,341                0%
CRK Partners, LLC                       887                0%
ESL Investments, Inc.            61,529,260             55.2%  
Edward S. Lampert                61,529,260             52.5%

In a grant of shares of Holdings Common Stock by Holdings on
June 30, 2015, pursuant to the letter between Holdings and Mr.
Lampert, Mr. Lampert acquired an additional 11,778 shares of
Holdings Common Stock.  Mr. Lampert received the shares of Holdings
Common Stock as consideration for serving as chief executive
officer and no cash consideration was paid by Mr. Lampert in
connection with the receipt of those shares of Holdings Common
Stock.

Additionally, on June 30, 2015, Holdings granted additional awards
to holders of outstanding awards, including Mr. Lampert, under the
2013 Stock Plan.

In a grant of Holdings Common Stock by Holdings on June 30, 2015,
pursuant to the Seritage Awards, Mr. Lampert acquired an additional
1,483 shares of Holdings Common Stock.  Mr. Lampert received the
Holdings Common Stock pursuant to the Seritage Awards and no cash
consideration was paid by Mr. Lampert in connection with the
receipt of those Holdings Common Stock.

A copy of the regulatory filing is available for free at:

                       http://is.gd/TK7ZTQ

                           About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014.  As of May 2, 2015, Sears Holdings
had $13.3 billion in total assets, $14.5 billion in total
liabilities, and a $1.20 billion total deficit.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEARS HOLDINGS: Seritage Growth Properties Rights Offering Expires
------------------------------------------------------------------
Sears Holdings Corporation announced that the subscription period
for the rights offering by Seritage Growth Properties for
53,298,899 Class A common shares of Seritage expired at 5:00 p.m.,
New York City time, on July 2, 2015, and that the Offering has been
oversubscribed.

Based on preliminary results, Seritage estimates that it will
receive aggregate gross proceeds from the offering of Seritage
Growth common shares and related transactions of approximately $1.6
billion.  Seritage intends to use those proceeds to fund a portion
of the $2.72 billion purchase price to be paid for the properties
and joint venture interests to be acquired from Sears Holdings
Corporation.

Rights that were not properly exercised by 5:00 p.m., New York City
time, on July 2, 2015, have expired and are no longer exercisable.

The Company expects that the Class A common shares will begin to
trade on the New York Stock Exchange under the symbol "SRG" (CUSIP
Number 81752R 100) on July 6, 2015.

The results of the offering and the gross proceeds to be received
by the Company are preliminary and subject to finalization and
verification by the subscription agent, Computershare Inc.  The
Company expects the subscription agent and the Depository Trust
Company to finish tabulating the results on or about July 7, 2015.

The Company expects that on or about July 7, 2015, after the
subscription agent has effected all allocations and adjustments
contemplated by the terms of the offering, the subscription agent
will distribute, by way of direct registration in book-entry form
or through the facilities of DTC, as applicable, shares to holders
of rights who validly exercised their rights and paid the
subscription price in full.  No physical share certificates will be
issued to shareholders.

If you have questions about the offering, please contact Georgeson,
the Company's information agent, by calling toll-free 1-(866)
257-5415 or emailing SearsSeritageOffer@georgeson.com.

                            About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014.  As of May 2, 2015, Sears Holdings
had $13.3 billion in total assets, $14.5 billion in total
liabilities, and a $1.20 billion total deficit.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SIMPLY FASHION: CBIZ Approved as Committee's Financial Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Adinath Corp. and
Simply Fashion Stores, Ltd. sought and obtained permission from the
Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida to retain Charles Berk and the firm of
CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc. as
financial advisors, nunc pro tunc to April 23, 2015.

The Committee requires CBIZ to:

   (a) assist the Committee in its evaluation of the Debtors post-
       petition cash flow and other projections and budgets
       prepared by the Debtors or its financial advisor;

   (b) monitor the Debtors activities regarding cash expenditures
       and general business operations subsequent to the filing of

       the petition under Chapter 11;

   (c) assist the Committee in its review of monthly operating
       reports submitted by the Debtors or its financial advisor;

   (d) manage and assist with any investigation into the pre-
       petition acts, conduct, transfers property, liabilities and

       financial condition of the Debtors, its management, or
       creditors, including the operation of the Debtors
       businesses;

   (e) provide financial analysis related to the Debtors use of
       cash collateral and proposed DIP financing, including
       advising the Committee concerning such matters;

   (f) analyze transactions with vendors, insiders, related and
       affiliated entities, subsequent and prior to the date of
       the filing of the petition under Chapter 11;

   (g) assist the Committee or its counsel in any litigation
       proceedings against insiders and other potential
       adversaries;

   (h) assist the Committee in its review of the financial aspects

       of any proposed sale agreement or evaluating of any plan of

       reorganization/liquidation. If applicable, assist the
       Committee in negotiating, evaluating and quantifying any
       competing offers;

   (i) attend meetings with representatives of the Committee and
       its counsel. Prepare presentations to the Committee that
       provides analyses and updates on diligence performed; and

   (j) perform any other services that may be necessary in our
       role as financial advisor to the Committee or that may be
       requested by Committee counsel or the Committee.

CBIZ will be paid at these hourly rates:

       Directors and Managing Directors    $420-$725
       Managers and Senior Managers        $305-$420
       Senior Associates and Staff         $150-$305

CBIZ has agreed that Charles Berk and Brian Ryniker's hourly rates
will be $525 per hour.

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

Charles Berk, managing director of CBIZ, 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.

CBIZ can be reached at:

      Charles Berk
      CBIZ ACCOUNTING, TAX & ADVISORY OF NEW YORK
      1065 Avenue of the Americas
      11th Floor
      New York, NY 10018
      Tel: (212) 790-5883
      E-mail: cberk@cbiz.com

                        About Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.  

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.

The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.

The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.


SIMPLY FASHION: Court Okays Hiring of Cooley LLP as Panel Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Adinath Corp. and
Simply Fashion Stores, Ltd. sought and obtained permission from the
Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida to retain Cooley LLP as counsel to the
Committee, nunc pro tunc to April 23, 2015.

The Committee requires Cooley LLP to:

   (a) attend the meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) negotiate the budget and the use of cash collateral;

   (d) review and investigate the liens of purported secured
       parties;

   (e) confer with the Debtors' management and counsel;

   (f) coordinate efforts to sell assets of the Debtors in a
       manner that maximizes the value for the estates and the
       Committee's constituency;

   (g) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (h) file appropriate pleadings on behalf of the Committee;

   (i) provide the Committee with legal advice in relation to the
       cases;

   (j) prepare various applications and memoranda of law submitted

       to the Court for consideration and handle all other matters

       relating to the representation of the Committee that may
       arise;

   (k) assist the Committee in negotiations with the Debtors' and
       other parties in interest on an exit strategy for these
       cases; and

   (l) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings.

Cooley LLP will be paid at these hourly rates:

       Jay R. Indyke, Partner             $1,050
       Richard S. Kanowitz, Partner       $950
       Robert L. Eisenbach III, Counsel   $950
       Michael A. Klein, Associate        $755
       Jeremy Rothstein, Associate        $470
       Rebecca Goldstein, Paralegal       $300

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

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

Cooley LLP can be reached at:

       Jay R. Indyke, Esq.
       COOLEY LLP
       The Grace Building
       1114 Avenue of the Americas
       New York, NY 10036-7798
       Tel: (212) 479-6080
       Fax: (212) 479-6275
       E-mail: jindyke@cooley.com

                        About Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.  

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.

The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.

The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.


SIMPLY FASHION: GrayRobinson Approved as Committee's Local Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Adinath Corp. and
Simply Fashion Stores, Ltd. sought and obtained permission from the
Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida to retain Robert A. Schatzman and the
law firm GrayRobinson, P.A. as local counsel to the Committee, nunc
pro tunc to April 23, 2015.

Mr. Schatzman and GrayRobinson will advise and represent the
Committee in the bankruptcy case.

The Committee proposed that compensation be awarded to Mr.
Schatzman and GrayRobinson after an application and a hearing
consistent with the requirements of 11 U.S.C. sections 328, 330 and
331.

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

Mr. Schatzman 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.

GrayRobinson can be reached at:

       Robert A. Schatzman, Esq.
       GRAYROBINSON, P.A.
       333 SE 2nd Avenue, suite 3200
       Miami, FL 33131
       Tel: (305) 416-6880
       Fax: (305) 416-6887
       E-mail: robert.schatzman@gray-robinson.com

                        About Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.  

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.

The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.

The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.


SNOWFLAKE COMMUNITY: Railroad Approaches Potential Final Chapter
----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
nearly century-old Apache Railway survived the Depression and more
recently the loss of its main client, but leaders in the small
central Arizona town of Snowflake are worried the railroad is
approaching the end of the line.

According to the Journal, Snowflake's mayor and other elected
officials are trying to persuade a bankruptcy judge to keep lenders
from foreclosing on the railroad -- the region's economic lifeline
-- until they find out if the project qualifies for a loan through
a $2.2 billion U.S. Department of Agriculture program for rural
towns.  The railroad's supporters would use the federal loan to pay
off an investor group led by Hackman Capital Partners, an owner of
industrial real estate, the report related.

                     About Snowflake Community

Snowflake Community Foundation, whose lone significant asset is its
100% ownership of The Apache Railway Co., sought Chapter 11
protection (Bankr. D. Ariz. Case No. 15-bk-06264) in Phoenix on May
20, 2015.  The case is assigned to Judge Madeleine C. Wanslee.

The Debtor tapped Rob Charles, Esq., at Lewis Roca Rothgerber LLP,
in Tucson, Arizona, as counsel.


SOLAR POWER: Appoints Roger Dejun Ye as Chief Executive Officer
---------------------------------------------------------------
Solar Power, Inc., appointed Mr. Roger Dejun Ye as chief executive
officer effective July 1, 2015, according to a document filed with
the Securities and Exchange Commission.  The Company's director and
former chief executive officer, Mr. Min Xiahou, assumed the role of
its deputy chairman.

Mr. Ye, 42, currently serves as a partner in four solar funds
focusing on investing in and acquiring domestic and international
solar projects.  He was also the chief executive officer of Yangtze
Investment Co., Ltd., a joint investment platform of Solar Power
Fund and China Three Gorges Corporation focusing on overseas solar
projects, from 2011 to 2013.  From 2006 to 2011, Mr. Ye held
various positions at Suntech Power Holdings Co., Ltd., including
head of global sales.  Prior to Suntech, Mr. Ye worked at Siemens
Limited China for over eight years, serving in key sales roles in
the company's mobile communications division.  Mr. Ye obtained his
master's degree in applied physics from Shanghai Jiao Tong
University in 1999.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $5.19 million in 2014, a net
loss of $32.2 million in 2013 and a net loss of $25.4 million in
2012.

As of March 31, 2015, the Company had $649 million in total assets,
$379 million in total liabilities and $270 million in total equity.


TRAK INTERNATIONAL: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Trak International, Inc.
        1708 Pebble Run Drive
        Allen, TX 75002

Case No.: 15-41227

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 7, 2015

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ahmed Asad, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb15-41227.pdf


TRANS-LUX CORP: Stockholders Elect Five Directors
-------------------------------------------------
An annual meeting of stockholders of Trans-Lux Corporation was held
on June 29, 2015, at which the stockholders:

   (1) elected (a) three directors to serve for a term of two
       years, or until their respective successors will have been
       duly elected and qualified, namely (i) Jean-Marc Allain,
       (ii) Marco Elser and (iii) George W. Schiele, and (b) two
       directors to serve for a term of three years, or until
       their respective successors will have been duly elected and

       qualified, namely (i) Alberto Shaio and (ii) Salvatore J.
       Zizza; and

   (2) ratified the appointment of BDO USA, LLP, as the
       Corporation's independent registered public accounting firm
       for the fiscal year ending Dec. 31, 2015.

Alan K. Greene and Yaozhong Shi are continuing their respective
terms as directors, which expire upon election of successor at 2016
Annual Meeting of Shareholders.

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $1.86 million on $20.9 million of total
revenues for the year ended Dec. 31, 2013.

As of March 31, 2015, the Company had $14.8 million in total
assets, $17.6 million in total liabilities and a $2.76 million in
total stockholders' deficit.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern.  Further, the auditors said, the Company is in default of
the indenture agreements governing its outstanding 9 1/2%
Subordinated debentures which were due in 2012 and its 8 1/4%
Limited convertible senior subordinated notes which were due in
2012 so that the trustees or holders of 25% of the outstanding
Debentures and Notes have the right to demand payment immediately.
Additionally, the Company has a significant amount due to their
pension plan over the next 12 months.


TWIN RINKS: US Trustee Forms Three-Member Creditors Committee
-------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Twin Rinks At
Eisenhower LLC appointed three creditors to serve on the official
committee of unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Parr Properties Inc.
         2150 Smithtown Avenue, Ste. One
         Ronkonkoma, New York 11779-7366

     (2) Cameron Engineering & Associates LLP
         100 Sunnyside Blvd., Ste. 100
         Woodbury, New York 11797

     (3) Ferrantello Group
         12 West Mall
         Plainview, New York 11803

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

                         About Twin Rinks

Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based ice
skating rink operator and entertainment business, sought Chapter
11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72466) on
June 8, 2015, with plans to sell its business and its assets as a
going concern.

The Debtor disclosed $52.4 million in assets and $55.2 million in
debt as of May 25, 2015.  

The Debtor tapped Jones & Schwartz, P.C., as counsel, and Greenspan
Associates, CPAs, as accountants.


TWO BROADWAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Two Broadway Commons, Ltd.
        8101 Cardin Drive
        Austin, TX 78759

Case No.: 15-10898

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 7, 2015

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Christopher H. Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  Two Far West Plaza #170
                  3508 Far West Blvd.
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: 512-697-0047
                  Email: franklyon@me.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wayne Brunet, manager of Two Broadway
Commons Properties, LLC, GP.

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


UNI-PIXEL INC: Amends Form S-3 Registration Statement with SEC
--------------------------------------------------------------
Uni-Pixel, Inc. filed with the Securities and Exchange Commission a
pre-effective amendment to its Form S-3 registration statement
relating to the Company's offer of up to $75,000,000 in any
combination of common stock, preferred stock, warrants, and units.

Also, Hudson Bay Master Fund Ltd. and Capital Ventures
Internationalthe may, from time to time, offer and sell up to an
aggregate of 4,159,891 shares of the Company's common stock, which
includes:

    (i) 1,867,252 shares that the selling stockholders have the
        right to receive upon the conversion of $15,000,000
        principal amount and interest on 9% Senior Secured
        Convertible Notes due April 16, 2016, which were issued to

        selling stockholders in a private placement that closed on
        April 16, 2015; and

   (ii) 425,387 shares (out of a total of 1,151,121 shares)
        issuable upon exercise of warrants the Company issued in
        conjunction with the sale of the Notes.

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

The Company has agreed to pay certain expenses in connection with
the registration of the shares.  The selling stockholders will pay
all underwriting discounts and selling commissions, if any, in
connection with the sale of the shares.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "UNXL."  On July 2 , 2015, the last reported sale
price of the Company's common stock on the NASDAQ Capital Market
was $ 2.55 per share.

A copy of the amended prospectus is available at:

                        http://is.gd/Ja9c9F

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company       

delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $25.7 million in 2014, a net loss
of $15.2 million in 2013 and a net loss of $9.01 million in 2012.

As of March 31, 2015, Uni-Pixel had $30.4 million in total assets,
$7.69 million in total liabilities and $22.7 million in total
shareholders' equity.


UNIVISION COMMUNICATIONS: Moody's Hikes Corp. Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Univision Communications, Inc. to B2 from B3 largely due to the
$1.125 billion debt reduction from the pending conversion of the
Televisa notes to warrants and Moody's expectation for continued
EBITDA growth over the next 12 months.  Moody's also upgraded the
Probability of Default Rating to B2-PD from B3-PD and the 8.5% Sr
Unsecured Notes due 2021 to Caa1 from Caa2.  Remaining debt
instrument ratings were affirmed as summarized. The outlook was
changed to stable from positive.

Issuer: Univision Communications, Inc.

Upgrade:

  Corporate Family Rating: Upgraded to B2 from B3
  Probability of Default Rating: Upgraded to B2-PD from B3-PD
  8.5% Senior Unsecured Notes due 2021 ($815 million outstanding):

   Upgraded Caa1, LGD6 from Caa2, LGD5

Affirmations:

  Speculative Grade Liquidity Rating: Affirmed SGL-2
  550 Million Senior Secured Revolving Credit Facility maturing
   2018: Affirmed B2, LGD3
  Senior Secured Term Loan due 2020 ($3.3 billion outstanding):
   Affirmed B2, LGD3
  Senior Secured Term Loan due 2020 ($1.2 billion outstanding):
   Affirmed B2, LGD3
  6.75% Senior Secured Notes due 2022 ($1.1 billion outstanding):
   Affirmed B2, LGD3
  5.125% Senior Secured Notes due 2023 ($1.2 billion outstanding):

   Affirmed B2, LGD3
  5.125% Senior Secured Notes due 2025 ($1.56 billion
   outstanding): Affirmed B2, LGD3

Outlook Actions:

  Outlook, Changed To Stable from Positive

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

RATINGS RATIONALE
Univision's B2 Corporate Family Rating incorporates its high
financial leverage (albeit improving), event risk related to
ownership by financial sponsors, leading market positions in
Spanish-language media within the U.S., an increasing percentage of
revenue coming from recurring retransmission fees, improved EBITDA
margins, and good growth prospects over the next two years. The
upgrade in the CFR reflects improved leverage due to the pending
Televisa note conversion and results in pro forma debt-to-EBITDA of
7.8x as of March 31, 2015 (incorporating Moody's standard
adjustments and excluding non-cash advertising revenue) compared to
9.0x prior to the conversion.  In addition, free cash flow will
increase above Moody's prior expectation due to the pending
termination of annual sponsor fee payments ($26 million paid in
2014) and roughly $35 million of reduced annual interest expense
given refinancings of higher coupon debt since January 2015.

Revenue growth across the company's broadcast, cable network, and
digital offerings are supported by Hispanic demographic trends and
its leading market positions while improved EBITDA margins lead to
growing cash flow generation.  In addition, the company's agreement
for long-term U.S. distributions rights with part-owner, Grupo
Televisa, S.A.B's (Baa1, stable), for Spanish-language programming
expires no earlier than 2025 and would be extended to no earlier
than 2030 to the extent the company completes its planned IPO.
Overall results remain vulnerable to cyclical advertising demand if
economic conditions were to weaken unexpectedly.  Heightened
competition, particularly from deep-pocketed media conglomerates
targeting the Hispanic demographic in the U.S., represents another
risk.

Looking forward, ratings are supported by the company's good
liquidity including Moody's projection for growing free cash flow
generation over the next 12 months, $660 million of availability
under the company's two revolver facilities (as of March 31, 2015),
and no significant maturities until 2018.  "Our base case forecast
includes growing cash flow primarily from Univision's cable
networks with additional growth from newer digital revenue streams
as well as from core television broadcast operations in 2015
followed by a lift in 2016 from record levels of political ad
spending," stated Carl Salas, Moody's VP & Sr Credit Officer.
Moody's expects consolidated revenue in 2015 to be modestly down
compared to 2014 given the absence of $174 million of World Cup
advertising and the lack of significant political ad demand in a
non-election year, partially offset by growth in core ad revenue
and retransmission fees.  As a result, Moody's expects
debt-to-EBITDA to improve to less than 7.5x over the next 12 months
(including Moody's standard adjustments and excluding non-cash
revenue).  "We believe management is focused on realizing returns
from the company's growth investments over the past three years. To
the extent the company's planned IPO results in meaningful
reduction in debt balances, the company would be better positioned
in the B2 CFR," added Salas.

The instrument ratings on the secured credit facilities and secured
notes remain B2 as the upgrade in the CFR is offset by the loss of
debt cushion provided by the $1.125 billion Televisa note. The
instrument rating on the 8.5% unsecured note was upgraded to Caa1
since Moody's standard practice limits instrument ratings to no
more than two notches below the CFR.

The stable rating outlook incorporates Moody's expectation that
Univision will grow EBITDA and free cash flow leading to further
improvement in credit metrics over the next 12 months.  Growth in
core ad revenue will be supported by Moody's central economic
projection for modest growth in the U.S. and by favorable
demographics for Spanish language audiences.  Moody's expects
additional revenue growth from retransmission fees as well as from
recent investments in cable networks, and we expect the company to
maintain good liquidity.

Ratings could be upgraded if operating performance or debt
reduction leads to debt-to-EBITDA being sustained below 6.0x
(including Moody's standard adjustments and excluding non-cash
revenue) while maintaining good liquidity including free cash
flow-to-debt of 5% or more.

Although unlikely given the recent upgrade, ratings could be
downgraded if there is a slowdown in revenue growth such that
Moody's does not expect debt-to-EBITDA to remain under 8.0x
(including Moody's standard adjustments and excluding non-cash
revenue) or if there is erosion in liquidity.  There would be
downward pressure on ratings to the extent the company's balance
sheet is used to support an exit by the financial sponsors which
could also lead to a tightening of the credit metrics needed to
maintain the B2 CFR.1

The principal methodology used in these ratings was 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.

Univision Communications, Inc., headquartered in New York, is a
leading Spanish-language media company in the U.S. The company's
media networks segment (90% of FY2014 revenue) includes television
operations with 60 owned and operated broadcast stations; two
leading broadcast networks (Univision Network and UniMas); nine
cable networks (including Galavision, Univision tlnovelas, and
Univision Deportes), and digital operations (including a network of
online and mobile apps as well as video, music and advertising
services).  Univision Radio (10% of revenue) includes the company's
owned and operated radio stations.  For the 12 months ended March
31, 2015 the company's revenue totaled $2.9 billion.

Univision was acquired by a consortium of private equity firms
(including Madison Dearborn Partners, Inc., Providence Equity
Partners, Inc, Saban Capital Group, Inc., TPG Capital, and Thomas
H. Lee Partners, L.P.) for $13.7 billion in 2007.  Grupo Televisa,
S.A.B. (Televisa; Baa1 stable) is a related entity owning roughly
36.4% of the company largely due to its $1.2 billion investment in
Univision in 2010 for 5% direct ownership plus an option to
purchase an additional 30% of the company at a fixed price.



USAGM HOLDCO: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2
--------------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to USAGM Holdco LLC.  At
the same time, Moody's assigned a B2 rating to the company's
proposed senior secured credit facilities consisting of a $710
million 1st lien term loan due 2022, a $130 million 1st lien
revolving credit facility due 2020, and up to $50 million delayed
draw 1st lien term loan due 2022.  In addition, Moody's assigned a
Caa2 to the company's proposed 2nd lien credit facility consisting
of a $300 million term loan and up to $20 million delayed draw term
loan, both due 2023.  The outlook is stable.

Proceeds from the proposed credit facilities, together with equity
from the sponsor (Warburg Pincus LLC), management, and rollover
equity from minority partners, are expected to be used to acquire
Universal Group Holdings, LLC ("UGH") and Guardsmark, LLC.  The
combined entity will do business as Universal Services of America.

According to Moody's analyst David Berge, "The acquisition of
Guardsmark should solidify Universal's market position, but high
leverage combined with the challenges of integrating a sizeable
acquisition is an important constraint on Universal's ratings."

These ratings have been assigned (subject to the review of final
documentation):

B3 Corporate Family Rating;
B3-PD Probability of Default Rating;
B2 (LGD3) to the $710 million First Lien Term Loan due 2022; and
B2 (LGD3) to the $50 million First Lien Term Loan due 2022; and
B2 (LGD3) to the $130 million First Lien Revolving Credit Facility
due 2020; and
Caa2 (LGD5) to the $300 million Second Lien Term Loan due 2023;
and
Caa2 (LGD5) to the $20 million Second Lien Term Loan due 2023
The rating outlook is stable

RATINGS RATIONALE

The B3 rating reflects Universal's high leverage and risks related
to the contemplated acquisition of a major competitor, substantial
geographic revenue concentration in North America, and limited
scope of service offerings in the highly competitive and fragmented
security services industry.  On close of the proposed transaction,
Moody's estimates that Universal's leverage, pro forma for all
recent acquisitions (including Guardsmark), will be high, at well
above 7 times debt to EBITDA.  Other pro forma credit metrics, such
as EBITA to interest at just under 2 times and retained cash flow
to debt of above 5%, are more supportive of the B3 rating.  Despite
the high initial debt levels, Moody's expects that the company will
be able to de-lever, as there are significant cost reduction
opportunities at Guardsmark that could enhance EBITDA growth and
create modest levels of free cash flow for debt repayment.  The
ratings are also supported by Universal's status as a top player in
a recession resistant industry.  Moody's expects the company to
maintain a good liquidity profile supported by stable free cash
flow generation and full access to the company's $130 million
revolving credit facility.

The stable outlook reflects Moody's expectation that financial
leverage will improve to the mid 6-times debt to EBITDA range by
the end of 2016 driven by organic revenue growth, improved
profitability, and debt repayment using free cash flow.

Universal's ratings could be lowered if the company faces
difficulty in integrating the Guardsmark acquisition, if operating
margins weaken materially, or in the event of a loss of contracts
with key customers.  A downgrade could be warranted if EBITA to
interest falls below one time while debt-to-EBITDA remains above 7
times, or if liquidity deteriorates, characterized by persistently
weak cash flows that would require increasing reliance on revolver
drawings to cover operational needs.  Lower ratings could also be
considered if the company undertakes an aggressive shareholder
return policy, or if Universal increases the size and pace of
debt-financed acquisitions.

The ratings could be upgraded if Universal experiences steady
revenue growth at improving margins, while demonstrating a smooth
integration of Guardsmark, characterized by the realization of
substantial cost savings and growth of the company's client base.
Higher ratings would require the company to de-lever, such that
debt to EBITDA is sustained below 6 times and retained cash flow to
debt exceeds 10%.

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.

USAGM Holdco LLC, headquartered Santa Ana, California, is among the
leaders in the North American security services industry.   The
company provides uniformed security guard service and patrol
services for both commercial and residential clients.  Following
the acquisition of Guardsmark, LLC in July 2015, the company
strengthened its size and geographic diversity within North
America.  The company is majority owned by private equity firm
Warburg Pincus LLC.  Pro-forma for the acquisition, Universal
generated revenues of approximately $1.6 billion for the twelve
month period ended December 31, 2014.



WILLIAM VASSELL: Case Summary & 15 Top Unsecured Creditors
----------------------------------------------------------
Debtor: William Vassell Services, Inc.
        6 Cannon Street
        Poughkeepsie, NY 12601

Case No.: 15-36256

Chapter 11 Petition Date: July 8, 2015

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  201 South Avenue, Suite 506
                  Poughkeepsie, NY 12601
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430
                  Email: lewiswrobel@verizon.net

Total Assets: $708,149

Total Liabilities: $1.5 million

The petition was signed by William Vassell, president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-36256.pdf


WINDY BUTTE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Windy Butte Reclamation Facility, LLC
        P.O. Box 2647 East North
        Idaho Falls, ID 83401

Case No.: 15-60615

Chapter 11 Petition Date: July 7, 2015

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: James A Patten, Esq.
                  PATTEN, PETERMAN, BEKKEDAHL & GREEN PLLC
                  Ste 300, The Fratt Bldg
                  2817 2nd Ave N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500
                  Email: japatten@ppbglaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dru Guthrie, member.

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


XRPRO SCIENCES: Warner Reports 24.7% Stake as of June 17
--------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Dr. Benjamin Warner disclosed that as of June 17, 2015,
he beneficially owned 1,602,403 shares of common stock of XRpro
Sciences, Inc., which represents 24.7 per cent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/DvIH5v
   
                        About XRpro Sciences

XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals
Inc. -- http://www.xrpro.com/-- provides a unique platform for
drug discovery and development services featuring high throughput
screening of ion channel assays for the pharmaceutical industry.
The Company's proprietary advances in X-ray fluorescence provide
measurements that would otherwise be difficult or impossible
applying other readily available technologies.  XRpro technology
directly measures the activity of a drug target, without the need
for costly and artifact-causing chemical dyes or radiolabels.

XRPro Sciences reported a net loss applicable to common stock of
$569,000 in 2014 following a net loss applicable to common stock of
$5.88 million in 2013.

As of March 31, 2015, the Company had $10.05 million in total
assets, $1.69 million in total liabilities, $133,000 in convertible
redeemable preferred stock, and $8.22 million total stockholders'
equity.


Z TRIM HOLDINGS: Holders Exercise Existing Warrants
---------------------------------------------------
Certain holders of existing warrants entered into an agreement with
Z Trim Holdings, Inc. on June 30, 2015, pursuant to which they
exchanged their Existing Warrants (which were exercisable for an
aggregate of 53,523,775 shares of the Company's common stock, par
value $0.00005 per share) for 53,514,217 shares of the Company's
Common Stock (which is the equivalent number of shares of Common
Stock that would have been issued if the exercise price of the
Existing Warrants had been $0.00005 per share).  The holders of the
shares of Common Stock received in exchange for the Existing
Warrants are prohibited from selling or otherwise transferring the
shares of Common Stock for a period of one year from the date of
issuance.

In addition, certain other holders of Existing Warrants exercisable
for an aggregate of 1,810,714 shares of Common Stock entered into
the Warrant Agreement with the Company pursuant to which they
agreed to amend their Warrants to: (i) add a waiver on a one-time
basis of the anti-dilution provisions contained in the Existing
Warrants that are triggered by the Exchange; (ii) increase the
number of shares of Common Stock for which the Existing Warrants
are exercisable such that the holder receives an additional 17.5%
of shares of Common Stock; and (iii) extend the expiration date of
the Warrant for an additional two years.

As of June 30, 2015, the Company had 94,225,995 shares of Common
Stock outstanding and warrants outstanding to purchase 48,248,864
shares of Common Stock with an average exercise price of $0.46 per
share.  In addition, no further shares of Common Stock were issued
to holders of the Company's warrants for anti-dilution purposes as
a result of the transactions because the Exchange did not trigger
any anti-dilution provision in certain warrants and the holders of
certain warrants waived the right to receive any such additional
shares of Common Stock on a one-time basis for the purposes of the
Exchange.  

Furthermore, there are 14,706,319 options outstanding with an
average exercise price of $0.70 per share.  Finally, the Company's
Preferred Stock outstanding is convertible into 6,223,695 shares of
Common Stock and is entitled to up to 2,333,886 shares of Common
Stock as dividends upon conversion at the option of the Preferred
Stock holder.  The fully diluted shares of Common Stock
outstanding as of June 30, 2015 including: (i) all outstanding
options; (ii) all outstanding Preferred Stock and all related
accrued and future dividends paid as Common Stock; and (iii) all
remaining outstanding warrants after the transactions is
165,738,758.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings reported a net loss of $5.57 million in 2014,
following a net loss of $13.4 million in 2013.

As of March 31, 2015, the Company had $2.03 million in total
assets, $4.47 million in total liabilities and a $2.43 million
total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, citing that the Company does not have
enough cash on hand to meet its current liabilities and has had
reoccurring losses as of Dec. 31, 2014.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


ZOGENIX INC: Appoints EVP CDO and Unit General Manager
------------------------------------------------------
Zogenix, Inc., appointed Gail M. Farfel, Ph.D., as executive vice
president and chief development officer, effective as of June 29,
2015, according to a Form 8-K document filed with the Securities
and Exchange Commission.

Dr. Farfel has over 20 years of experience in leading drug
development projects for multiple central nervous system
indications, including epilepsy.  From December 2012 to June 2015,
she was chief clinical and regulatory officer of Marinus
Pharmaceuticals, where she established and oversaw clinical,
medical and regulatory strategies for adult and pediatric seizure
disorders, including a pediatric epileptic orphan disease.  From
May 2008 until December 2012, Dr. Farfel served as president of G.
Meredith Consulting LLC, a firm providing strategic consulting and
support to biopharmaceutical and software development companies.
Dr. Farfel was vice president, Therapeutic Area and Head for
Neuroscience Clinical Development and Medical Affairs at Novartis
Pharmaceuticals Corporation from March 2006 through April 2008, in
which capacity she oversaw a portfolio of products including
Gilenya for multiple sclerosis, Exelon and the Exelon Patch for
Alzheimer's disease and Parkinson's disease, and the
antidepressant, agomelatine.  From November 1996 to February 2006,
Dr. Farfel held a variety of leadership positions in Clinical
Development and Global Medical Affairs at Pfizer, Inc. where she
directed programs through all stages of clinical development and
regulatory submissions.  Dr. Farfel is the author of over 50
scientific articles in the areas of neuropsychopharmacology and
drug effects, and holds a Ph.D. in neuropsychopharmacology from the
University of Chicago, where she received the Ginsburg Prize for
Dissertation Excellence, and a Bachelor's degree in Biochemistry
from the University of Virginia.

On July 1, 2015, Dr. Farfel was granted options to purchase 56,250
shares of common stock of Zogenix (which number reflects the
reverse stock split effected by Zogenix on July 1, 2015) pursuant
to Zogenix's equity plan.  The options have a ten-year term and an
exercise price equal to $13.96, the fair market value of Zogenix
common stock on the date of grant.  The options vest over a
four-year period, with 25% of the options vesting on the first
anniversary of the date of grant and the remainder vesting in equal
monthly installments over the three years thereafter.

Under the Farfel Employment Agreement, Dr. Farfel's initial annual
base salary will be $350,000, which amount will be subject to
increase each year at the discretion of the board of directors of
the Company or an authorized committee thereof.  Commencing in
2015, Dr. Farfel will also be eligible to participate in an annual
incentive program established by the Board.  Dr. Farfel's target
annual incentive compensation under such incentive program will be
45% of her then-applicable annual base salary, which annual bonus
will be prorated for 2015.  The annual bonus payable will be based
on the achievement of individual and Company performance goals to
be determined in good faith by the Board or an authorized committee
of the Board.  Dr. Farfel will also receive a one-time signing
bonus of $50,000, subject to a right of repayment should she leave
the Company prior to June 29, 2016.  Dr. Farfel is also entitled to
reimbursement for legal expenses of up to $5,000 in connection with
the negotiation of her employment agreement.

                EVP and General Manager Appointment

On July 6, 2015, the Company announced the appointment of Thierry
Darcis as executive vice president and general manager, Europe of
Brabant Pharma Ltd., a wholly-owned subsidiary of the Company,
effective June 29, 2015.

Dr. Darcis served as the vice president and general manager of the
EMEA Region for NPS Pharmaceuticals, Inc. from March 2014 to March
2015.  He was the vice president and general manager of ViroPharma
Europe for ViroPharma Inc. from June 2007 to February 2014, in
which role he served as the director of several ViroPharma
subsidiaries.  Previously, Dr. Darcis was the vice president,
Global Marketing Head and a member of the executive team at
Novartis Vaccines.  Prior to joining Novartis Vaccines, Dr. Darcis
spent over five years with GlaxoSmithKline Biologicals in Belgium,
and also worked at UCB Pharma and as a physician in Cape Town and
Pretoria, South Africa.  Dr. Darcis received his M.D. from the
Catholic University of Leuven, Belgium, his M.B.A. from the
University of Stellenbosch, South Africa, and his B.S. in marketing
and advertising from the Solvay Business School in Brussels.

On July 1, 2015, Dr. Darcis was granted options to purchase 50,000
shares of common stock of Zogenix (which number reflects the
reverse stock split effected by Zogenix on July 1, 2015) pursuant
to Zogenix's equity plan.  The options have a ten-year term and an
exercise price equal to $13.96, the fair market value of Zogenix
common stock on the date of grant.  The options vest over a
four-year period, with 25% of the options vesting on the first
anniversary of the date of grant and the remainder vesting in equal
monthly installments over the three years thereafter.

In connection with his appointment, Brabant and Dr. Darcis entered
into an employment agreement, effective as of June 29, 2015.  Under
the Darcis Employment Agreement, Dr. Darcis' initial annual base
salary will be GBP 230,000, which amount will be subject to
increase each year at the discretion of the board of directors of
Brabant or an authorized committee thereof.  Commencing in 2015,
Dr. Darcis will also be eligible to participate in an annual
incentive program established by the board of directors of Brabant.
Dr. Darcis' target annual incentive compensation under such
incentive program will be 45% of his then-applicable annual base
salary (which bonus will be prorated for 2015).  

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported net income of $8.58 million in 2014 following a
net loss of $80.85 million in 2013.

As of March 31, 2015, the Company had $180 million in total assets,
$146 million in total liabilities, and $34.3 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company's
recurring losses from operations and negative cash flows from
operating activities raise substantial doubt about its ability to
continue as a going concern.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Spreiser Investments, LLC
   Bankr. D. Ariz. Case No. 15-07959
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/azb15-07959.pdf
         represented by: Richard R. Luff, Jr., Esq.
                         LAW OFFICE OF RICHARD LUFF, PLLC
                         E-mail: Dick.Luff@azbestdefense.net

In re Anna Karina Herzog
   Bankr. C.D. Cal. Case No. 15-16390
      Chapter 11 Petition filed June 25, 2015
         filed Pro Se

In re Stephen Piku, Jr.
   Bankr. S.D. Fla. Case No. 15-21468
      Chapter 11 Petition filed June 25, 2015

In re Doctor's Choice Companies, Inc.
   Bankr. S.D. Fla. Case No. 15-21511
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/flsb15-21511.pdf
         represented by: Craig I. Kelley, Esq.
                         Kelley & Fulton, PL
                         E-mail: craig@kelleylawoffice.com

In re Thorner Properties, LLC
   Bankr. E.D. Ky. Case No. 15-10217
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/kyeb15-10217.pdf
         represented by: Jeffrey D. Tatterson, Esq.
                         E-mail: jefftatterson1@windstream.net

In re GGI Properties LLC
   Bankr. D.N.J. Case No. 15-21939
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/njb15-21939.pdf
         represented by: Nicholas S. Herron, Esq.
                         WASSERSTRUM & HERRON, LLP
                         E-mail: mylawyer7@aol.com

In re Falco Alarm Services, Inc.
   Bankr. W.D. Okla. Case No. 15-12380
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/okwb15-12380.pdf
         represented by: John W. Cloar, Esq.
                         CLOAR & NALAGAN
                         E-mail: johncloar@johncloar.com

In re J Lynn Transportation, LLC
   Bankr. W.D. Pa. Case No. 15-22288
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/pawb15-22288.pdf
         represented by: Christopher M. Frye, Esq.
                         STEIDL & STEINBERG
                         E-mail: chris.frye@steidl-steinberg.com

In re Arrow Transportation, Inc.
   Bankr. W.D. Tenn. Case No. 15-25827
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/tnwb15-25827.pdf
         represented by: Curtis D. Johnson, Jr., Esq.
                         LAW OFFICE OF JOHNSON AND BROWN, P.C.
                         E-mail: johnson775756@gmail.com

In re Cheap Cars, LLC
   Bankr. S.D. Tex. Case No. 15-33360
      Chapter 11 Petition filed June 25, 2015
         See http://bankrupt.com/misc/txsb15-33360.pdf
         filed Pro Se

In re Han Z. Park and Regina K. Park
   Bankr. W.D. Wash. Case No. 15-13890
      Chapter 11 Petition filed June 25, 2015

In re Shigeru Harada
   Bankr. S.D.N.Y. Case No. 15-22901
      Chapter 11 Petition filed June 26, 2015



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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 ***