TCR_Public/150716.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 16, 2015, Vol. 19, No. 197

                            Headlines

ALIXPARTNERS LLP: Moody's Affirms 'B2' CFR, Outlook Stable
ALIXPARTNERS LLP: S&P Affirms 'B+' Corp. Credit Rating
ALONSO & CARUS: US Trustee Forms Five-Member Creditors' Committee
ALPHA NATURAL: Bank Debt Trades at 28% Off
ANACOR PHARMACEUTICALS: Expects to Submit a NDA for Crisaborole

APEX TOOL: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
ARAMID ENTERTAINMENT: Can Sell 20% Interest in Sierra Pictures
ASCEND LEARNING: Moody's Retains 'B3' CFR Over $20MM Loan Add-on
AUGUSTUS MANAGEMENT: Case Summary & 14 Top Unsecured Creditors
BRAND ENERGY: Bank Debt Trades at 2% Off

BUCKINGHAM SENIOR: Fitch Assigns 'BB' Rating on Series 2015A Bonds
C&S WHOLESALE: Expert Predicts Shift in Deal Strategy
CACHE INC: Court OKs Hiring of Berkeley Research as Advisor
CAESARS ENTERTAINMENT: 2021 Bank Debt Trades at 15% Off
CAR CARE DEPOT: Case Summary & 4 Largest Unsecured Creditors

CLAIRE'S STORES: May Need Creativity to Beat Debt Load
COCO BEACH GOLF: Files for Chapter 11 to Sell to OHorizons
COCO BEACH GOLF: Files Schedules of Assets and Debt
COMSTOCK MINING: Appoints Robert Kopple as Director
D.A.B. GROUP: Orchard Hotel Wants Case Converted to Chapter 7

DJSP ENTERPRISES: Board Declares Cash NonDividend Distribution
ELBIT IMAGING: Plaza Centers Appoints Chief Executive Officer
ENERGY & EXPLORATION: Bank Debt Trades at 16% Off
ERG INTERMEDIATE: Gibbs & Bruns OK'd as Special Litigation Counsel
FORTESCUE METALS: Bank Debt Trades at 12% Off

FRAC TECH SERVICES: Bank Debt Trades at 20% Off
FRED FULLER: Owner Wants Buyer to Turn Over Vehicles, Furniture
FRED FULLER: Sells Accounts Receivables to Rymes for $141K
FRONTIER COMMUNICATIONS: S&P Rates New $1.5 Billion Loan 'BB'
GENESYS RESEARCH: Voluntary Chapter 11 Case Summary

GETTY IMAGES: Bank Debt Trades at 26% Off
GUIDED THERAPEUTICS: Signs Joinder Agreement with Investors
GYMBOREE CORP: Bank Debt Trades at 28% Off
IAC/INTERACTIVECORP: Acquisition Plan No Impact on Moody's Ba1 CFR
IMRIS INC: Creditors' Panel Hires Emerald Capital as Advisors

IMRIS INC: Creditors' Panel Taps Womble Carlyle as Counsel
IMRIS INC: Hires Imperial as Investment Banker
INSITE VISION: Has 3.4 Million Shares Resale Prospectus
INTELLIPHARMACEUTICS INT'L: Announces Second Quarter 2015 Results
J. CREW: Debt Trades at 14% Off

JP MORGAN 2005-CIBC11: S&P Lowers Rating on 2 Cert. Classes to D
JP MORGAN 2007-LDP11: S&P Lowers Rating on 2 Cert Classes to D
LERIN HILLS: Court Okays Padgett Stratemann as Accountant
LIFE PARTNERS: Sept. 1, 2015 Proofs of Claim Deadline Set
LIME ENERGY: Court Grants Final OK of "Kuberski" Settlement

MEG ENERGY: Bank Debt Trades at 2% Off
MERRIMACK PHARMACEUTICALS: Signs $40M Sales Agreement with Cowen
MISSISSIPPI PHOSPHATES: Committee Taps BRG as Substitute Advisor
NEW LOUISIANA: July 21 Hearing on Baker Donelson as Counsel
NORTEL NETWORKS: Committee Taps Berkeley as New Financial Advisor

OCEAN RIG: Bank Debt Trades at 15% Off
ONE SOURCE: Authorized to Pay Chrysler Capital Adequate Protection
ONE SOURCE: Court Allows Monthly Payments to U.S. Bank
ONE SOURCE: Okayed to Make Monthly Payments to Ally
PACIFIC DRILLING: Bank Debt Trades at 20% Off

PALOMAR HEALTH: Fitch Affirms 'BB+' Rating on Outstanding Debt
PROSPECT SQUARE: Proposes to Pay $12.2-Mil. to MSCI
RIENZI & SONS: Alma Bank Balks at Continued Use Cash Collateral
RKI EXPLORATION: S&P Puts 'B' CCR on CreditWatch Positive
SABINE OIL: Case Summary & 50 Largest Unsecured Creditors

SEADRILL LTD: 2021 Bank Debt Trades at 25% Off
SEARS HOLDINGS: Inks Master Lease Agreement with Seritage
SIGNAL INTERNATIONAL: Files for Ch. 11 With Plan and Sale Deal
SIGNAL INTERNATIONAL: Proposes $91-Mil. DIP Facility
SIGNAL INTERNATIONAL: Proposes to Pay $890,000 to Critical Vendors

SIGNAL INTERNATIONAL: Taps KCC as Claims and Noticing Agent
SITEL WORLDWIDE: S&P Puts 'CCC+' CCR on CreditWatch Developing
SOLAR POWER: Closes Purchase Agreement with ZBB Energy
TERRA-GEN FINANCE: Moody's Affirms 'Ba3' Rating on Secured Loans
TERRAFORM POWER: Moody's Rates New $300MM Unsecured Notes

TERRAFORM POWER: S&P Rates $300MM Unsecured Notes Due 2025 'BB-'
TERVITA CORP: Bank Debt Trades at 6% Off
TXU CORP: 2014 Bank Debt Trades at 43% Off
UNI-PIXEL INC: Shareholders Ratify Sale of Convertible Notes
VANTAGE DRILLING: 2017 Bank Debt Trades at 30% Off

VANTAGE DRILLING: 2019 Bank Debt Trades at 39% Off
WAFERGEN BIO-SYSTEMS: Shansab Reports 5.7% Stake as of July 6
WALTER ENERGY: Files for Bankruptcy
WINGSPAN PORTFOLIO: Voluntary Chapter 7 Case Summary
WORLD SURVEILLANCE: Dennis DeMolet Quits as Global Telesat CEO

WPX ENERGY: Moody's Affirms Ba1 CFR & Rates New Notes Ba1
WPX ENERGY: S&P Revises Outlook to Positive & Affirms 'BB' CCR
XINERGY CORP: Bid to Form Equity Security Holders Committee Denied
XINERGY CORP: Gaddy Okayed as Committee's Mining Consultant
[^] Recent Small-Dollar & Individual Chapter 11 Filings


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ALIXPARTNERS LLP: Moody's Affirms 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed AlixPartners, LLP's B2 corporate
family rating and B2-PD probability of default rating, and assigned
a B2 rating to the company's proposed first lien senior secured
credit facilities, consisting of a $1.1 billion term loan due 2022
and a $75 million revolving credit facility due 2020.  The rating
outlook is stable.

In a refinancing transaction, the company is planning to use
proceeds from the proposed first lien facilities to retire $977
million of its existing debt, consisting of a $752 million in first
lien term loans due 2017 and 2020, a $225 million second lien term
loan due 2021, and to fund a $125 million distribution to its
equity holders.  While the proposed transaction results in $125
million of incremental debt and higher leverage, the rating
affirmation reflects the company's track record of growing revenues
and earnings, favorable long term growth prospects, and our
expectation that it will be able to accomplish modest de-leveraging
over the next 12 to 18 months.  The transaction also improves the
company's liquidity by extending its debt maturities.

The B2 rating on the first lien senior secured credit facilities,
at the same level with the corporate family rating, reflects the
preponderance of this class of debt in the company's capital
structure.

These rating actions were taken:

  Corporate family rating, affirmed at B2;

  Probability of default rating, affirmed at B2-PD;

  Proposed $1.1 billion first lien senior secured
  term loan due 2022, assigned a B2 (LGD3)

  Proposed $75 million first lien senior secured
  revolving credit facility due 2020, assigned a B2 (LGD3)

  Stable rating outlook.

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation.  The
instrument ratings are subject to change if the proposed capital
structure is modified.

The ratings on the company's existing first lien and second lien
credit facilities have not been changed, and will be withdrawn upon
close of the transaction.

RATINGS RATIONALE

AlixPartner's B2 corporate family rating reflects its high debt
leverage, aggressive financial policies, including shareholder
distributions that consume free cash flow, and the company's
relatively modest scale compared to peers.  Moody's estimates that
the proposed transaction increases AlixPartners' pro forma leverage
to 5.9x (including Moody's standard adjustments) from approximately
5.3x as of March 31, 2015.  However, taking into consideration the
full year impact of the Zolfo acquisition, pro forma leverage is
estimated to be 5.5x, which, although elevated from prior levels,
remains within a range that is appropriate for the B2 rating.
Other credit metrics, such as EBITA to interest coverage
(approximately 2.6x), map well against the company's CFR. The
rating also incorporates longer-term risks associated with
potential shareholder-friendly activities that the company's
private equity sponsors may undertake, which could further increase
leverage.  Additionally, the rating reflects risks related to
employee retention, particularly as the employment and
macro-economic environment in the United States continues to
improve.  The rating is supported by the company's solid revenue
and earnings growth demonstrated over the recent years as well as
favorable growth prospects in the long term.  Additionally, ratings
positively reflect AlixPartners' broad and counter-balancing
portfolio of consulting services that help to mitigate exposure to
economic cycles, the company's generally consistent track record of
outperformance relative to expectations, and the relative stability
of operating margins owing to a high proportion of variable
expenses.

The stable outlook reflects Moody's expectation that AlixPartners'
revenues and earnings will continue to grow, albeit at a slower
pace due to FX headwinds, and that the company will de-lever mainly
through EBITDA growth.  The stable outlook also reflects our view
that the company's qualitative factors - counter-balancing business
segments and stable operating margins - help to balance out its
high leverage profile and aggressive financial policies.

AlixPartners has good liquidity, supported by its healthy cash
balance, ample availability under the new $75 million revolving
credit facility due September 2020, flexibility under the springing
financial covenant, and an extended debt maturity profile.
However, free cash flow could turn negative from time to time owing
to the payment of compensation bonuses (typically paid during the
first half of the year) and substantial distributions to
shareholders.

The ratings could be downgraded if the company experiences
declining revenues and profitability, high employee turnover rates,
or generates negative free cash flows.  Additional debt-financed
dividends or acquisitions causing debt-to-EBITDA to increase above
7.0x and EBITDA less capex to interest to fall below 1.5x, or a
material weakening of liquidity could also pressure the ratings.

The ratings could be upgraded if the company demonstrates a
commitment to more conservative financial policies, sustains its
adjusted debt-to-EBITDA below 5.0x and EBITDA less capex to
interest above 2.5x.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.

AlixPartners, LLP is a global provider of a broad range of
consulting services, including Enterprise Improvement, Financial
Advisory, Information Management, Leadership & Organizational
Effectiveness, and Turnaround & Restructuring.  The company
operates 25 offices located in the U.S., Europe, and Asia.  Since
June 2012, AlixPartners has been majority owned by funds advised
and/or managed by CVC Capital Partners.



ALIXPARTNERS LLP: S&P Affirms 'B+' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Southfield, Mich.-based AlixPartners
LLP.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's proposed first-lien secured credit
facilities.  The '3' recovery rating reflects S&P's expectation for
meaningful (50% to 70%; lower half of the range) recovery for
debtholders in the event of a default.

"The 'B+' corporate credit rating incorporates our expectations for
moderate revenue growth over the next two years, positive
discretionary cash flow (DCF), high debt leverage, and an
aggressive financial policy," said Standard & Poor's credit analyst
Elton Cerda.

S&P expects that debt leverage will decline from 5.8x (pro forma)
to about 5.3x by the end of 2017, primarily due to EBITDA growth.
However, S&P expects that debt leverage will remain elevated in the
mid-5x area longer term because of the company's aggressive
financial policy regarding debt-financed special dividends.

S&P's "fair" business risk profile assessment reflects the intense
competition for consulting services and some exposure to business
cycles.

S&P views AlixPartners' financial risk profile as "highly
leveraged," reflecting its debt leverage of greater than 5.0x.  The
company's debt leverage could decrease below 5x for a short period
of time, but S&P believes that the company will seek additional
debt-financed distributions, which will push debt leverage above
5x.  S&P expects that CVC Capital Partners will continue to seek
opportunities for debt-financed dividends and other
shareholder-favoring actions, while keeping debt leverage high.

The stable outlook reflects S&P's expectation that AlixPartners
will continue to experience moderate growth, which will enable the
company to modestly reduce debt over time and maintain adequate
liquidity.

S&P could lower the rating by one notch to 'B' if the demand for
restructuring services declines and AlixPartners is unable to
expand other practices to offset the decline, resulting in debt
leverage exceeding 6.5x on a prolonged basis and DCF approaching
breakeven.  This could occur if revenue declines 10% and the
company is unable to adjust its cost structure sufficiently.

S&P is unlikely to raise the rating on AlixPartners over the next
two to three years because of S&P's concerns regarding the
company's financial policy.  Since financial sponsor CVC Capital
Partners owns the majority interest in the company, financial
policies will likely be aggressive, either in terms of special
dividends or other transactions, resulting in elevated debt
leverage.



ALONSO & CARUS: US Trustee Forms Five-Member Creditors' Committee
-----------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Alonso & Carus
Iron Works Inc. appointed five creditors of the company to serve on
the official committee of unsecured creditors.

The unsecured creditors are:

     (1) Infra Metals Co., Inc.
         c/o Jose A. Rodriguez, Esq.
         2400 E. Commercial Blvd., Suite 400
         Fort Lauderdale, Florida 33308
         Tel. (954) 567-1776
         Fax: (954) 567-1778
         E-mail: jose@sotolawgroup.com
                 www.sotolawgroup.com

     (2) Olympic Steel, Inc.
         c/o Ken Gatte
         Director of Corporate Credit
         5096 Richmond Road
         Bedford Hts., OH 44146
         Tel. Direct 216-682-0575
         Fax: (216) 292-3974
         E-mail address: ken.gatte@olysteel.com

         Additional address:
         Olympic Steel, Inc.
         c/o Antonio A. Arias, Esq.
         McConnell Valdes LLC
         PO Box 364225
         San Juan, PR 00936-4225
         Tel. (787) 250-5604
         Fax: (787) 759-2771
         E-mail: aaa@mcvpr.com

     (3) Saginaw Pipe Co., Inc.
         c/o Jim Boteler, Credit Manager
         PO Box 8
         Saginaw, AL 35137
         Tel. (205) 624-1142
         Fax: (205) 624-1242
         E-mail: Jim_b@saginawpipe.com

         Additional address:
         Saginaw Pipe Co., Inc.
         c/o Antonio A. Arias, Esq.
         McConnell Valdes LLC
         PO Box 364225
         San Juan, PR 00936-4225
         Tel. (787) 250-5604
         Fax: (787) 759-2771
         E-mail: aaa@mcvpr.com

     (4) Triple S Steel Supply Co.
         Walter B. Fowlkes
         Chief Financial Officer
         6000 Jensen Drive
         Houston, TX 77026
         Tel. (713) 354-4138
         Fax: (713) 697-5945
         E-mail: Walter.fowlkes@sss-steel.com

         Additional address:
         Triple S Steel Supply Co.
         c/o Antonio A. Arias, Esq.
         McConnell Valdes LLC
         PO Box 364225
         San Juan, PR 00936-4225
         Tel. (787) 250-5604
         Fax: (787) 759-2771
         E-mail: aaa@mcvpr.com

     (5) Valley Joist, Inc.
         Laura Catherine Ashburner
         c/o EBSCO Industries, Inc.
         5724 Hwy 280 East
         Birmingham, AL 35242
         Tel. (205) 995-1500
         Fax: (205) 981-4046
         E-mail: lashburner@ebsco.com

         Additional address:
         Valley Joist, Inc.
         c/o Fernando Van Derdys, Esq.
         Reichard & Escalera
         PO Box 364148
         San Juan, PR 00936
         Tel. (787) 777-8888
         Fax: (787) 765-4225
         E-mail: fvander@reichardescalera.com

On May 4, the U.S. trustee, the Justice Department's bankruptcy
watchdog, held a meeting of creditors but did not appoint a
committee because only Triple S Steel expressed interest to serve
on the panel.

Earlier this month, Triple S Steel and three other unsecured
creditors proposed the appointment of a committee, saying the early
filing of Alonso & Carus' restructuring plan requires a committee
to look into the assets, liabilities and financial condition of the
company in order to validate the plan.

On July 13, Alonso & Carus filed an objection, arguing there is no
need to appoint a committee at this early stage of its bankruptcy
case.

                   About Alonso & Carus Iron Works

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

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

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



ALPHA NATURAL: Bank Debt Trades at 28% Off
------------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources is a borrower traded in the secondary market at 71.83
cents-on-the-dollar during the week ended Friday, July 3, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in the July 10, 2015, edition of The Wall Street Journal.
This represents an increase of 0.45 percentage points from the
previous week, The Journal relates.  Energy & Exploration pays 275
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 31, 2020. Moody's rates the loan 'B3' and
Standard & Poor's gave a BB- rating to the loan.  The loan is one
of the biggest gainers and losers among 254 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended July 3.


ANACOR PHARMACEUTICALS: Expects to Submit a NDA for Crisaborole
---------------------------------------------------------------
Anacor Pharmaceuticals, Inc., announced preliminary top-line
results from its two Phase 3 pivotal studies of Crisaborole Topical
Ointment, 2% (formerly AN2728), a novel non-steroidal topical
anti-inflammatory phosphodiesterase-4 (PDE-4) inhibitor in
development for the potential treatment of mild-to-moderate atopic
dermatitis in children and adults.  In both studies, crisaborole
achieved statistically significant results on all primary and
secondary endpoints and demonstrated a safety profile consistent
with previous studies.

"We are extremely pleased by the top-line results from our Phase 3
pivotal studies of crisaborole.  We believe there is a significant
unmet medical need for a novel non-steroidal topical
anti-inflammatory treatment option for the patients who are
affected by mild-to-moderate atopic dermatitis," said Paul L.
Berns, chairman and chief executive officer of Anacor.  "We also
want to extend a special thanks to the clinical investigators who
conducted the studies and the patients and their families who
volunteered to participate in our studies.  We currently plan to
file a New Drug Application for crisaborole in the first half of
2016 and, if approved, we believe crisaborole could offer an
important treatment option for patients with mild-to-moderate
atopic dermatitis."

Atopic dermatitis is a chronic rash characterized by inflammation
and itching.  Lesions of atopic dermatitis are commonly red,
elevated and oozing patches and are often accompanied by pruritus
(itching).  The lesions' lichenification, a thickening of the skin
with exaggerated skin lines, is considered to be a hypertrophic
response to chronic rubbing.  Based on available sources, we
believe approximately 18 to 25 million people in the United States
suffer from atopic dermatitis, and 80% to 90% have mild or moderate
disease.  Atopic dermatitis can persist into adulthood, but most
commonly appears in childhood, with estimates that between 8% and
18% of all infants and children in the United States are affected
by the disease.

Patients suffering with the condition often try multiple treatments
to treat their atopic dermatitis, yet many are not satisfied with
the effectiveness of their medications.  Topical corticosteroids
are broad anti-inflammatories, which if used inappropriately or for
long periods of time may lead to local side effects including skin
thinning, acne and stretch marks and systemic side effects,
including HPA axis suppression.  In addition, patients are often
instructed to limit use on thin skin areas such as the face, neck
and skin folds.  The only non-steroidal topical pharmacologic
therapies currently approved for prescription in the U.S. for the
treatment of atopic dermatitis are topical calcineurin inhibitors,
which have a "boxed warning" on their labels concerning potential
cancer risk.

"Mild-to-moderate atopic dermatitis, or eczema, is a chronic,
life-altering inflammatory skin disease that can be a constant
challenge for patients and family members.  Based on the safety and
efficacy profile demonstrated by crisaborole in these Phase 3
pivotal studies, crisaborole, if approved, could become a
significant first-in-class treatment option for patients suffering
from mild-to-moderate atopic dermatitis and the physicians who
treat them," said Amy Paller, M.D., Walter J. Hamlin Professor and
Chair of Dermatology, Professor of Pediatrics, Northwestern
University Feinberg School of Medicine.

"I'm impressed with the performance of crisaborole on the primary
and secondary endpoints in these Phase 3 pivotal studies.
Crisaborole represents an innovative non-steroidal topical
anti-inflammatory and, if approved, has the potential to offer
physicians and patients a new, important therapeutic choice for
treating mild-to-moderate atopic dermatitis," said Lawrence
Eichenfield, M.D., chief of Pediatric and Adolescent Dermatology at
Rady Children's Hospital, San Diego and a Professor of Dermatology
and Pediatrics at the University of California, San Diego School of
Medicine.

                  About Anacor Pharmaceuticals

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

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

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


APEX TOOL: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B' corporate credit rating, on Sparks, Md.-based
Apex Tool Group LLC.  The outlook is stable.  S&P also revised its
assessment of Apex Tool's business risk profile to weak from fair.

S&P's revision of Apex Tool's business risk profile to weak from
fair reflects the continued erosion of sales of its Sear's
Craftsman Brand due to the reduced footprint and difficulties of
Sears and the relatively low barriers to entry for other
competitors.  The business risk revision also reflects the
company's low capacity utilization at several plants, causing the
need for further plant consolidation that will carry some
integration risk.

"The stable rating outlook reflects our expectation that credit
measures will remain consistent with Apex Tool Group LLC's highly
leveraged financial risk profile, with 2015 debt to EBITDA and FFO
to debt of above 5x and below 12%, respectively, based on our
assumptions of modest growth," said Standard & Poor's credit
analyst Maurice Austin.  "We also expect Apex will maintain strong
liquidity."

S&P could lower the rating if Apex has weaker-than-expected end
market demand resulting in a decline in volumes or the loss of one
of its major customers, such that total leverage weakened to above
8x on a sustained basis and liquidity were materially lessened.
This could occur if 2015 sales growth is flat, with a more than
200-basis-point decline in gross margins.

An upgrade is unlikely in the next 12 months given S&P's
expectation that leverage will remain high and that the company is
owned by a private equity firm.  S&P could raise its rating on Apex
if the company's sales and EBITDA grow more quickly than expected,
with the resulting cash used to reduce debt, resulting in debt
leverage sustained well below 5x and FFO to debt above 12% and if
S&P gained confidence that the company's owner is committed to
maintaining a more conservative financial risk profile.



ARAMID ENTERTAINMENT: Can Sell 20% Interest in Sierra Pictures
--------------------------------------------------------------
Aramid Entertainment Fund Limited and its affiliated debtors sought
and obtained from Judge Sean H. Lane of the U.S. Bankruptcy Court
for the Southern District of New York authority to (a) release its
liens on and security interests in a 20% membership interest in
Sierra Pictures LLC, and (b) cause Incentive Filmed Entertainment,
LLC, to sell the membership interest back to Sierra.

AEF owns substantially all of the equity interests in IFE Equity
Holdings, Inc., which in turn is a majority equity holder in IFE.
Seer Capital Partners Master Fund, L.P., proposed to purchase all
or substantially all of the assets of the IFE Entities, including
the Membership Interest and the IFE Entities' film library.

The Seer Transaction required, in exchange for the proposed
purchase price of $9 million, the: (a) release of AEF's liens on
the assets that Seer seeks to acquire and (b) transfer of the
Membership Interest.  The Court approved the Seer Transaction by
entry of an Order dated January 15, 2015, and authorized AEF to
compromise its lien rights in exchange for at least $3,176,000.

Nick Meyer, managing member of Sierra and holder of 68% of the
membership interests in Sierra, refused to consent to IFE's
transfer of the Membership Interest to Seer as IFE did not increase
the compensation paid to Mr. Meyer above the compensation provided
for him in the Operating Agreement.  AEF did not agree to the
additional compensation because it would negatively affect the
value of the Membership Interest.  Seer refused to close without
the Membership Interest unless the purchase price was reduced by $2
million, which meant that AEF would have a $2 million shortfall
below the $3.176 million in minimum proceeds set forth in the
Bankruptcy Court Approval Order.

In order to resolve the parties' dispute, they agreed that Sierra
will purchase the Membership Interest for up to $2 million, payable
as follows: (a) $300,000 in cash at closing; (b) $1.45 million
pursuant to a 3-year promissory noted dated April 29, 2015, from
Sierra payable to IFE; and (c) up to but not exceeding $250,000 of
the Purchase Price will be paid through Sierra's assignment to IFE
of all right, title and interest in commissions and royalties due
Sierra from the following films: Shark Night 3D, Parker and Wer
until the earlier of the third anniversary of the Agreement or the
date on which payments on the Assigned Commissions from and after
the date of the Agreement equal $250,000.

The Agreement is conditioned upon the release of AEF and JPMorgan
Chase Bank, N.A.'s respective liens on and security interests in
the Membership Interest.

The Debtors are represented by:

          James C. McCarroll, Esq.
          Jordan W. Siev, Esq.
          Kurt F. Gwynne, Esq.
          REED SMITH LLP
          599 Lexington Avenue
          New York, NY 10022-7650
          Telephone: (212)521-5400
          Facsimile: (212)521-5450
          Email: jmccarroll@reedsmith.com
                 jsiev@reedsmith.com
                 kgwynne@reedsmith.com

               About Aramid Entertainment

Aramid Entertainment Fund Limited has been engaged in the
business
of providing short and medium term liquidity to
producers and
 distributors of film, television and other media
and entertainment 
content by way of loans and equity
investments.



On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic

Partners (Cayman) Limited were appointed under Cayman law as
the
joint voluntary liquidators ("JVLs") of AEF and two
affiliates.



On June 13, 2014, the JVLs authorized AEF and two affiliates to

file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Lead
Case No. 14-11802) in Manhattan on June 13, 2014.



The Debtors have tapped James C. McCarroll, Esq., Jordan W.
Siev,
Esq., Richard A. Robinson, Esq., and Michael J. Venditto,
Esq. of 
Reed Smith, LLP, in New York, as counsel and Kinetic
Partners
(Cayman) Limited as crisis managers.



AEF estimated at least $100 million in assets and between 
$10
million to $50 million in liabilities.




ASCEND LEARNING: Moody's Retains 'B3' CFR Over $20MM Loan Add-on
----------------------------------------------------------------
Moody's Investors Service said that Ascend Learning's proposed $20
million add-on first lien term loan has no impact on the company's
ratings, including the B3 corporate family rating or stable
outlook.  The proposed incremental term loan also has no impact on
the company's existing senior secured bank credit facilities rated
B2 or the $125 million second lien term loan rated Caa2.

Headquartered in Burlington, Massachusetts, Ascend Learning, LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields.  Ascend
operates three segments: Nursing Solutions, Health & Wellness, and
Jones & Bartlett Learning.  Revenue for the last twelve month
period ended 3/31/2015 was approximately $307 million.  The company
is majority owned by affiliates of Providence Equity Partners.



AUGUSTUS MANAGEMENT: Case Summary & 14 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Augustus Management, LLC
           dba Cherry Street Grille
           dba Howler's Bar & Grille
        912 North Dakota Street
        Vermillion, SD 57069
        Tel: 605-624-2657

Case No.: 15-40356

Chapter 11 Petition Date: July 14, 2015

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Judge: Hon. Charles L. Nail, Jr.

Debtor's Counsel: Clair R. Gerry, Esq.
                  GERRY & KULM ASK, PROF. LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Email: gerry@sgsllc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jonathan Robertson, manager.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/sdb15-40356.pdf


BRAND ENERGY: Bank Debt Trades at 2% Off
----------------------------------------
Participations in a syndicated loan under which Brand Energy &
Infrastructure Services is a borrower traded in the secondary
market at 97.68 cents-on-the-dollar during the week ended Friday,
July 3, 2015, according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in the July 10, 2015, edition of The Wall
Street Journal.  This represents an increase of 0.30 percentage
points from the previous week, The Journal relates.  Brand Energy
pays 375 basis points above LIBOR to borrow under the facility. The
bank loan matures on Nov. 12, 2020, and carries Moody's B1 rating
and Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended July 3.



BUCKINGHAM SENIOR: Fitch Assigns 'BB' Rating on Series 2015A Bonds
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating on the following bonds
issued by Tarrant County Cultural Education Facilities Finance
Corporation on behalf of Buckingham Senior Living Community, Inc.
(The Buckingham):

-- $54.6 million Series 2015A Fixed-Rate Bonds;

-- $25.0 million Series 2015B-1 Tax-Exempt Mandatory Paydown
    Securities; and

-- $34.0 million Series 2015B-2 Tax-Exempt Mandatory Paydown
    Securities.

In addition, Fitch Ratings has assigned a 'BB' rating to the
following previously issued bonds:

-- $64.0 million Series 2007 Fixed-Rate Bonds; and
-- $18.6 million Series 2014 Fixed-Rate Bonds.

The series 2015A bonds are expected to be issued as fixed rate. The
series 2015B bonds are anticipated to be issued as temporary debt
payable from initial entrance fees derived from the sale of
independent living units (ILU) after The Buckingham meets certain
occupancy thresholds. The bonds are scheduled to be sold via
negotiated sale by Ziegler on July 23, 2015.

Bond proceeds will be used for the construction and renovation of
106 additional ILU's, 27 additional assisted living units (ALU), 18
additional memory support units and 32 additional skilled nursing
facility (SNF) beds; improvements to common areas, amenities and
parking; funding future capital expenses including $4 million for
water damage; separate accounts for the debt service reserve funds
for each bond series; and 27 months of capitalized interest.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a mortgage lien on the community's
property, a gross revenue pledge, and series-specific debt service
reserve funds.

KEY RATING DRIVERS

AGGRESSIVE EXPANSION PLANS: The Buckingham is embarking on a large
campus expansion and renovation project that includes a 56%
increase in the number of units offered and enhanced common areas.
Total direct project costs are sizeable and amount to about $78.5
million.

CONSTRUCTION AND FILL-UP RISKS: The 32-month construction project
is substantial and involves multiple components including new
units, renovated and removed units, and new activity space for all
residents. Managing the various project stages as well as
filling-up the new units in a timely and cost-effective manner
poses operating challenges.

INCREASING AND VERY HIGH DEBT POSITION: The Buckingham's long-term
debt increases dramatically with this bond issue and will amount to
approximately $134 million post issuance. Additionally, the
community plans to issue $59 million of temporary debt that is
reliant upon repayment from initial entrance fees after the sale of
new ILUs. This level of debt does not compare favorably to
unrestricted cash and investments, adjusted capitalization, net
available or total revenues.

STRONG UNDERLYING CREDIT FACTORS: The 'BB' rating reflects The
Buckingham's historically strong demand indicators, with ILU
occupancy averaging above 95% over the last three and a half years
and ALU and SNF occupancies experiencing similar trends; good
pre-sale velocity with 63% of the 106 new ILU's securing 10%
deposits; the depth and experience of the project participants,
including the management and development companies; and the
affluent demographics of the primary market area. Fitch believes
that these underlying credit factors offset the construction and
fill-up risks and the debt burden, which is sizeable at the current
rating level.

GOOD OPERATING PERFORMANCE: Over the last four audited years cash
flow from operations has been solid. During this period, the
adjusted net operating margin averaged 30.7%, which compares well
to the investment grade median. Despite a high debt burden, actual
annual debt service coverage has been satisfactory at 1.4x and
1.5x, respectively, in fiscal years 2013 and 2014.

RATING SENSITIVITIES

PROJECT MANAGEMENT: The 'BB' incorporates the history of the
development team in successfully managing the construction and
fill-up risk on other similar undertakings and assumes that the
expansion project will meet projections. Construction delays, cost
overruns, higher than expected working capital requirements, and
occupancy and fill-up levels that lag projections could result in
negative rating action.

MAINTENANCE OF OPERATING PROFILE: The 'BB' rating assumes that The
Buckingham's current operating profile, characterized by high
occupancy across all levels of care, strong adjusted net operating
margins, and adequate coverage of actual debt service, remains
stable. Should any of these weaken during the construction and
fill-up periods or liquidity declines, there could be negative
rating pressure.

CREDIT PROFILE

Located in the Memorial/Tanglewood section of Houston, TX, The
Buckingham is a continuing care retirement community (CCRC) that
opened in 2005 and achieved stabilized occupancy in September 2007.
It currently offers 204 ILU's, 43 ALU's, 16 memory support units,
and 60 SNF beds. Total operating revenues amounted to $22 million
in fiscal year 2014.

The Buckingham's parent company and sole corporate member is Senior
Quality Lifestyles Corporation (SQLC). SQLC is also the parent
company of Fitch 'BBB' rated Edgemere, three other CCRC's in Texas
and one in Carmel, IN with a total of 1,857 units. Only The
Buckingham is obligated on the series 2015 bonds and its other
indebtedness. SQLC and The Buckingham also continue to retain
Greystone Management Services to manage the community's
operations.



C&S WHOLESALE: Expert Predicts Shift in Deal Strategy
-----------------------------------------------------
Sarah Pringle, writing for The Deal, reported that as the fate of
regional supermarket operators including Great Atlantic & Pacific
Tea Co. looks increasingly doomed, grocery supplier C&S Wholesale
Grocers Inc. may be poised to adjust its acquisition strategy to
make up for lost business.

According to the report, Keene, N.H.-based C&S is watching as the
supermarket industry consolidates rapidly, creating less need for
third-party suppliers as retailers increasingly self-distribute.
That's why, industry sources suggest, the largest distributor of
groceries to supermarkets in the U.S. ought to shift its attention
to retail operations from wholesale and distribution operations
when it comes to future M&A, the Deal noted.

                       *     *     *

The Troubled Company Reporter, on June 27, 2014, reported that
Standard & Poor's Ratings Services assigned its 'BBB-' issue level
rating to C&S Wholesale Grocers Inc.'s $1.5 billion ABL revolving
credit facility with a '1' recovery rating, indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  S&P also assigned a 'BB' issue-level rating and
'4' recovery rating to the company's $400 million senior secured
notes.  The '4' recovery indicates S&P's expectation for average
(30% to 50%) recovery for noteholders in the event of a payment
default.


CACHE INC: Court OKs Hiring of Berkeley Research as Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Cache, Inc. and
its debtor-affiliates, sought and obtained permission from the Hon.
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware to retain Berkeley Research Group, LLC as substitute
financial advisor, nunc pro tunc to June 1, 2015.

The Committee requires Berkeley Research to:

   (a) actively monitor the "going out of business" ("GOB")
       process to ensure the process proceeds in the most
       efficient manner to maximize recoveries to unsecured
       creditors;

   (b) review offers received for the Debtors' assets, on a going
       Concern and GOB basis;

   (c) develop a monthly monitoring report to enable the Committee

       to effectively evaluate the Debtors' liquidity and wind-
       down activities on an ongoing basis;

   (d) advise and assist the Committee with respect to any debtor-
       In-possession financing arrangements and use of cash;

   (e) review cash disbursements on an on-going basis for the
       period subsequent to the commencement of these cases;

   (f) advise and assist the Committee in its analysis and
       monitoring of the Debtors' and non-Debtor affiliates'
       historical, current and projected financial affairs,
       including, schedules of assets and liabilities and
       statement of financial affairs;

   (g) prepare certain valuation analyses of the Debtors' and if
       applicable the non- Debtor affiliates' businesses and
       assets using various professionally accepted methodologies;

   (h) evaluate the Debtors' intangible asset portfolio and
       develop strategies to maximize returns;

   (i) advise and assist the Committee and counsel in reviewing
       and evaluating any court motions, applications, or other
       forms of relief filed or to be filed by the Debtors, or any

       other parties-in-interest;

   (j) attend Committee meetings and court hearings as may be
       required;

   (k) advise and assist the Committee in identifying and/or
       reviewing any preference payments, fraudulent conveyances,
       and other potential causes of action that the Debtors'
       estates may hold against insiders and third parties;

   (i) analyze intercompany and related party transactions;

   (m) develop strategies to maximize recoveries from the Debtors'

       assets and advise and assist the Committee with such
       strategies;

   (n) review and provide analysis of any bankruptcy plan and
       disclosure statement relating to the Debtors including, if
       applicable, the development and analysis of any bankruptcy
       plans proposed by the Committee;

   (o) monitor Debtors' claims management process, analyze claims,
       analyze guarantees, and summarize claims by entity;

   (p) monitor wind down of both Debtors and non-Debtor entities;

   (q) render such other general business consulting or assistance

       as the Committee or its counsel may deem necessary,
       consistent with the role of a financial advisor; and

   (r) other potential services, including: render expert
       testimony, issue expert reports and or litigation and
       forensic work that has not yet been identified but as may
       be requested from time to time by the Committee and its
       counsel.

Berkeley Research will be paid at these hourly rates:

       David Galfus               $870
       William Russo              $625
       Rick Wright                $595
       James Geraghty             $250
       Managing Director          $350-$1,250
       Director                   $475-$640
       Staff                      $250-$475
       Support staff              $125-$325

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

David E. Galfus, managing director of Berkeley Research, 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.

Berkeley Research can be reached at:

       David E. Galfus
       BERKELEY RESEARCH GROUP, LLC
       250 Pehle Avenue Suite 301
       Saddle Brook, NJ 07663
       Tel: (201) 587-7117

                        About Cache, Inc

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

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

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

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

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

The U.S. Trustee for Region 3 has appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' case. The
Committee retained Bayard, P.A., as local Delaware counsel, and
Otterbourg P.C. as lead bankruptcy counsel.


CAESARS ENTERTAINMENT: 2021 Bank Debt Trades at 15% Off
-------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
84.80 cents-on-the- dollar during the week ended Friday, July 3,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in the July 10, 2015, edition of The Wall
Street Journal.  This represents a decrease of 1.28 percentage
points from the previous week, The Journal relates. Caesars
Entertainment Inc. pays 525 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 2, 2021, and
carries Moody's B2 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 254 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended July 3.



CAR CARE DEPOT: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Car Care Depot, LLC
        175 Essex Avenue
        Metuchen, NJ 08840

Case No.: 15-23166

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 14, 2015

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Douglas T Tabachnik, Esq.
                  LAW OFFICES OF DOUGLAS T TABACHNIK, PC
                  Woodhull House Suite C
                  63 West Main Street
                  Freehold, NJ 07728
                  Tel: 732-780-2760
                  Fax: 732-792-2761
                  Email: dtabachnik@dttlaw.com

Total Assets: $2.5 million

Total Liabilities: $5.8 million

The petition was signed by Marvin Ginsberg, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb15-23166.pdf


CLAIRE'S STORES: May Need Creativity to Beat Debt Load
------------------------------------------------------
Richard Collings, writing for The Deal, reported that as it
struggles to realign its capital structure, private equity-backed
Claire's Stores Inc., may turn to a solution to address
subordinated debt of $260 million due in June 2017.

According to Anthony Canale, head of high yield research at
Covenant Review, the Hoffman Estates, Ill.-based accessories
retailer, owned by Apollo Global Management LLC, might be able to
use a "permitted investments" capacity under its debt agreements to
move assets to an unrestricted subsidiary.  That may be one of the
few options open to Claire's, Canale indicated, the Deal said.
And, if that doesn't work, the retailer may be hard put to stave
off defaulting on its debt, the Deal noted.

                       About Claire's Stores

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

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

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

                           *     *     *

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

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


COCO BEACH GOLF: Files for Chapter 11 to Sell to OHorizons
----------------------------------------------------------
Coco Beach Golf & Country Club, S.E., owner of a first class golf
and country club in Rio Grande, Puerto Rico, currently operating
under the name of Trump International Golf Club Puerto Rico, sought
Chapter 11 protection (Bankr. D.P.R. Case No. 15-05312) in Old San
Juan, Puerto Rico, on July 13, 2015, and immediately filed a motion
seeking to sell most of the assets for $2.04 million in cash to
OHorizons Global, LLC, subject to higher and better offers.

The Golf & Country Club includes, among other things, two 18-hole
golf courses and country club facilities.  Prior to commencing this
bankruptcy proceeding, the Debtor began experiencing a substantial
diminution in its cash flow due to Puerto Rico’s adverse economic
situation, which has impacted the tourism sector of the Island.
Said situation, together with Debtor’s inability to raise
sufficient income to remain competitive in today’s marketplace,
have resulted in Debtor’s need to sell the Golf & Country Club in
order to maximize the value of its assets for the benefit of
creditors and the bankruptcy estate.

Marketing efforts to sell the Golf & Country Club began in 2011
when Betteroads Asphalt, LLC, the owner of Coco Beach Resort,
decided to sell all of the resort components owned by it, except
for the Gran Meliá Hotel and Vacation Club.  The initial marketing
efforts in 2011 failed to generate any offers for the Golf &
Country Club.  Marketing to private equity funds in New York in
2013 also failed to generate any offers.

After negotiations that began in January this year, the Debtor and
OHorizons executed an exclusivity agreement to allow OHorizons to
conduct preliminary due diligence, which led to the execution of a
master agreement for the purchase by OHorizons of the Resort,
including the Golf & Country Club.

OHorizons has agreed to purchase the assets on these terms:

   a. Assets to be Sold.  The "Purchased Assets" consist of
substantially all of the assets of the Debtor, except for certain
excluded assets, used in or related to or held for use in
connection with the operation of the business.

   b. Free and Clear. The Purchased Assets are to be sold free and
clear of all liens, claims encumbrances and interests.

   c. Purchase Price. The aggregate consideration for the Purchased
Assets is specified in the APA as $2,042,528 in cash plus the
assumption by OHorizons of certain contracts and any associated
cure costs.

  d. Deposit. OHorizons will advance a deposit of $75,000, subject
to the terms of the APA.

  e. Breakup Fee/Expense Reimbursement. Under the APA, OHorizons
will be entitled to a breakup fee of $60,000 and an expense
reimbursement of $50,000.

  f. Closing. To occur upon satisfaction of various conditions set
forth in the APA but, in any event, no later than March 31, 2016.

The Debtor will consider competing proposals for the assets.  The
Debtor asks the Court to set a deadline for competing bids on a
date within 45 days from entry of the bidding procedures order.  If
qualified bids are received, the Debtor intends to conduct an
auction within 5 days from the bid deadline.

The Debtor's attorneys can be reached at:

         Charles Alfred Cuprill, Esq.
         CHARLES A CUPRILL, P.S.C. LAW OFFICES
         356 Fortaleza Street, Second Floor
         San Juan, Puerto Rico 00901
         Tel: (787) 977-0515
         Fax: (787) 977-0518
         E-mail: ccuprill@cuprill.com

OHorizons' attorneys can be reached at:

         Harry O. Cook, Esq.
         MCCONNEL VALDES, LLC
         270 Munoz Ave., San Juan, PR 00918
         E-mail: hoc@mcvpr.com

                - and -

         Erick Perez Ochoa, Esq.
         ADSUAR MUNIZ GOYCO SEDA & PEREZ-CHOA, PSC
         208 Ponce de Leon Ave., Suite 1600
         San Juan, PR 00918
         E-mail: epo@amgrlaw.com



COCO BEACH GOLF: Files Schedules of Assets and Debt
---------------------------------------------------
Coco Beach Golf & Country Club, S.E., filed its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,000,000
  B. Personal Property            $8,230,317
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $32,606,821
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $230,611
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $45,231,447
                                 -----------      -----------
        TOTAL                     $9,230,317      $78,068,879

The Debtor's sole real property is the Trump International Golf
Club at Coco Beach at Zarzal Ward, Rio Grande, Puerto Rico.  The
property includes two 18-hole golf courses and a full-service club
house, on a parcel of land of 532.32 "Cuerdas", with a full service
club house, cart barn, starter building, host station tower, a
maintenance building, all of approximately 47,600 square feet.  The
property is worth $1 million, based on appraised value as of May
14, 2015.

A copy of the schedules filed together with the bankruptcy petition
is available for free at:

           http://bankrupt.com/misc/prb15-05312_SAL.pdf

                       About Coco Beach Golf

Coco Beach Golf & Country Club, S.E., owner of a first class golf
and country club in Rio Grande, Puerto Rico, currently operating
under the name of Trump International Golf Club Puerto Rico, sought
Chapter 11 protection (Bankr. D.P.R. Case No. 15-05312) in Old San
Juan, Puerto Rico, on July 13, 2015, and immediately filed a motion
seeking to sell most of the assets for $2.04 million in cash to
OHorizons Global, LLC, subject to higher and better offers.

Charles Alfred Cuprill, Esq., at Charles A Cuprill, P.S.C. Law
Offices, serves as counsel to the Debtor.



COMSTOCK MINING: Appoints Robert Kopple as Director
---------------------------------------------------
Comstock Mining Inc. announced that Mr. Robert C. Kopple has been
elected to its Board of Directors, effective July 9, 2015.  Mr.
Kopple is a senior partner at Kopple & Klinger, LLP, a law firm
that he co-founded in 1992, where he specializes in financial and
estate planning, business law and taxation.  He is an experienced
businessman, investor and shareholder of the Company.

Mr. Kopple will join the audit committee of the Board of Directors
and will be eligible to receive all of the compensation and
benefits provided for non-employee directors.

Chairman John V. Winfield commented, "Bob is a strong leader and
experienced director, whose business, governance and legal
knowledge brings independent, strategic and transactional acumen to
our board.  He is a long-term value investor whose skill sets are
an excellent complement to our existing team.  Working together,
the team will unlock the intrinsic value created by amassing and
advancing the single largest land and geological repository in this
historic, world-class mining district.  We look forward to working
with Bob to build on this unique platform, with a recognized brand,
by capitalizing on opportunities for both organic and transactional
growth."

Mr. Kopple graduated from the DePaul University College of Law and
received his L.L.M. in tax from New York University School of Law.
He has been Chairman of the Taxation Sections of the California
State Bar, the Los Angeles County Bar Association, the Beverly
Hills Bar Association and a member of the Planning Committee of the
University of Southern California Tax Institute.  He has published
extensively, including numerous technical articles on taxation and
is a frequent lecturer and instructor on tax matters for many
prominent professional institutions.  He also has been the Chairman
of the Board of Triton Emission Solutions, Inc., since September
2014, vice chairman of the Board of Aura Systems, Inc., since
September 2013, and has acted as a Special Advisor to the Board of
Directors of Patriot Gold Corp. since July 2014.

Corrado De Gasperis, the Company's president and CEO commented, "We
welcome Bob's leadership to our team as we position ourselves for
our next major phase of growth.  Comstock Mining is an emerging
leader in sustainable, responsible mining, where Bob's guidance,
counsel and oversight will enhance our governance as we focus on
executing on our business plans and delivering the intrinsic value,
per share, for our shareholders."

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining reported a net loss available to common
shareholders of $13.3 million in 2014, a net loss available
to common shareholders of $25.4 million in 2013 and a
net loss available to common shareholders of $35.1 million in
2011.

As of March 31, 2015, the Company had $48.2 million in total
assets, $24.7 million in total liabilities and $23.6 million in
total stockholders' equity.


D.A.B. GROUP: Orchard Hotel Wants Case Converted to Chapter 7
-------------------------------------------------------------
Orchard Hotel LLC and Orchard Construction LLC ask the U.S.
Bankruptcy Court for the Southern District of New York to convert

D.A.B. Group LLC's Chapter 11 case to a case under Chapter 7 of
the Bankruptcy Code and to direct the Office of the U.S. Trustee to
appoint a Chapter 7 trustee for the Debtor.

Orchard Hotel's counsel, Jopeph T. Moldovan, Esq., at Morrison
Cohen LLP, in New York, tells the Court that the reorganization
plan proposed by the Debtor and confirmed by the Court has failed.
Mr. Moldovan relates that the Debtor's sale of its property to
Arcade Orchard Street LLC has failed, and litigation with Arcade
concerning its deposit is now required, at further expense to the
administratively insolvent estate.

Moreover, Mr. Moldovan says the Debtor owes Simon Miller, the State
Court-appointed receiver, during Orchard's foreclosure action, and
his counsel for amounts the Receiver expended to preserve the
property pending the failed sale.  From the Petition Date up to
June 1, 2015, the estate has incurred $251,004 in post-petition
administrative expenses on account of the Receiver's actions to
preserve and maintain the Property.

Mr. Moldova asserts that the Debtor needs to (i) engage zoning
counsel to shepherd an extension request through the New York City
Board of Standards and Appeals to preserve zoning entitlements
that, if lost, would significantly reduce the value of the Debtor's
property, (ii) engage a new broker to properly re-market the
property, (iii) pay significant post-petition expenses owing to the
Receiver and take steps to cure large unpaid tax claims, and (iv)
begin taking reasonable steps to resolve issues with creditors,
including Orchard.

Mr. Moldovan tells the Court that the Debtor has no unencumbered
cash and no ability to generate unencumbered cash.  He adds that
the Debtor cannot fund the actions necessary to preserve its sole
asset, a partially developed hotel project located at 139-141
Orchard Street, in New York, that has been dormant since 2011.  He
further tells the Court that even assuming that Orchard would be
willing to either permit its cash collateral to be used to fund
these expenses, or agreed to fund them out of its own pocket, the
Debtor will never be in a position to repay these amounts, much
less pay its own counsel, as there is no unencumbered value in this
case to satisfy administrative claims.

Flintlock Construction Services, LLC, a secured creditor, objected
to Orchard's Motion, saying Flintlock does not view the default on
the sale as the Debtor's fault or responsibility nor does it
believe the Debtor contributed to the failure to consummate the
sale.  Flintlock tells the Court that the successful bidder,
Arcade, acknowledged its loss of financing as the cause of its
inability to close.  Flintlock asserts that the conversion of the
case to Chapter 7 benefits no one other than Orchard, as any sale
will realize funds only for it.

The Debtor also opposed Orchard's Motion, arguing that the only
party responsible for the sale collapsing and the current inability
to consummate the plan is Arcade.  The Debtor seeks a reasonable
second opportunity to find a new buyer for the property, while the
Receiver leads the effort to obtain an extension of the BSA
deadline to complete construction beyond August 2015.

The Debtor argues that Orchard's proposed solution of a Chapter 7
trustee brings no identifiable benefit, and immediately eliminates
a potential return to other creditors.  The Debtor further argues
that besides adding another layer of administrative debt, a sale of
the property in Chapter 7 will result in the forfeiture of the
Section 1146(a) transfer tax exemptions that are only available
through the Chapter 11 plan process.

In response to the objections, Mr. Moldovan maintains that the case
must be converted because the Debtor's reorganization plan failed
and the estate is hopelessly administratively insolvent.  Through
the course of the case, the Debtor filed three proposed disclosure
statements and three proposed plans of reorganization and at no
point in any disclosure to the Court did the Debtor disclose to the
Court or its creditors that the Debtor's basis in its property was
less than the $33 million sale price, such that there was any
possibility of the estate being saddled with tax debt, Mr. Moldovan
points out.

Orchard Hotel and Orchard Construction are represented by:

          Joseph T. Moldovan, Esq.
          Robert K. Dakis, Esq.
          MORRISON COHEN LLP
          909 Third Avenue
          New York, NY 10022
          Telephone: (212)735-8600
          Facsimile: (212)735-8708
          Email: jmoldovan@morrisoncohen.com
                 rdakis@morrisoncohen.com

Flintlock is represented by:

          Harold M. Somer, Esq.
          HAROLD M. SOMER, ESQ.
          1025 Old Country Road, Ste. 404
          Westbury, NY 11590
          Telephone: (516)248-8962

The Debtor is represented by:

          Kevin J. Nash, Esq.
          GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
          1501 Broadway, 22nd Floor
          New York, NY 10036
          Telephone: (212)221-5700

                     About D.A.B. Group


D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel

project in Orchard Street, New York, sought Chapter 11
protection
 (Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on
July 14, 2014, 
to pursue a prompt sale of the property.  The
case is assigned to
 Judge Shelley C. Chapman.



The property has been in the hands of a receiver since July 18,

2011.  Simon J.K. Miller, of Blank Rome LLP, serves as
receiver.



J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in

New York, serves as counsel to the Debtor.



DAB Group said in a court filing that its property is continguous

to the commercial property owned by its affiliate, 77-79
Rivington
 Street Realty LLC (Bankr. S.D.N.Y. Case No.
14-10339).
 Accordingly, DAB's Chapter 11 case is being filed as
a related 
proceeding.





DJSP ENTERPRISES: Board Declares Cash NonDividend Distribution
--------------------------------------------------------------
The Board of Directors of DJSP Enterprises, Inc. declared a cash
nondividend distribution of $0.3929 per ordinary share, payable to
shareholders of record as of July 15, 2015.  The Distribution will
be paid as soon as possible following the Record Date, but in no
event later than July 22, 2015.

The amount of dividends or distributions, if any, that the Company
pays to its shareholders is determined by the Company's Board of
Directors, at its discretion, and is dependent on a number of
factors, including the Company's financial position, results of
operations, cash flows, capital requirements and restrictions under
its credit agreements, and will be in compliance with applicable
law.  The Company cannot guarantee the amount of dividends or
distributions paid in the future, if any.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011, edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                         Amount of Note
                                         --------------
    Law Offices of David J. Stern, P.A.     $47,869,000
    Chardan Capital, LLC,                    $1,000,000
    Chardan Capital Markets, LLC               $250,000
    Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011, for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


ELBIT IMAGING: Plaza Centers Appoints Chief Executive Officer
-------------------------------------------------------------
Elbit Imaging Ltd. announced that Plaza Centers N.V., a subsidiary
of the Company, has appointed Mr. Akiva Azulay as its new president
and CEO, starting in August 2015.

Mr. Akiva Azulay joins Plaza with a strong business management and
financial background alongside extensive real estate and retail
experience.  Akiva previously held senior roles at some of the
largest real estate and finance Israeli companies.  Most recently,
Akiva was at Delek Group, one of Israel's largest companies.  Akiva
supported the Company's activities in the UK and played a key role
on behalf of Delek in the eventual sale of a major UK real estate
led operational business, in September 2014.  Akiva previously held
senior roles at AFI Europe (part of Africa-Israel Investments)
between 2004 and 2010, most recently as vice president, where he
managed real estate operations across Central and Eastern Europe.
Before this, Akiva also worked at Bank Hapoalim, the largest
Israeli Bank, as an economist in the real estate investment
department, handling the provision of credit to construction and
development projects in Israel.  Akiva holds a B.Sc and M.Sc from
Ben-Gurion University as well as a certificate in real estate
valuation and appraisal certification from Tel-Aviv University.

                       About Elbit Imaging

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

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

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

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

As of March 31, 2015, Elbit Imaging had NIS 3.33 billion in total
assets, NIS 2.87 billion in total liabilities and NIS 459 million
in shareholders' equity.


ENERGY & EXPLORATION: Bank Debt Trades at 16% Off
-------------------------------------------------
Participations in a syndicated loan under which Energy &
Exploration Partners is a borrower traded in the secondary market
at 84.15 cents-on-the- dollar during the week ended Friday, July 3,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in the July 10, 2015, edition of The Wall
Street Journal.  This represents a decrease of 0.75 percentage
points from the previous week, The Journal relates. Energy &
Exploration Partners pays 675 basis points above LIBOR to borrow
under the facility.  The bank loan matures on January 14, 2019, and
Moody's and Standard & Poor's did not give any rating N.R. rating.
The loan is one of the biggest gainers and losers among 254 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended July 3.



ERG INTERMEDIATE: Gibbs & Bruns OK'd as Special Litigation Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized ERG Intermediate Holdings, LLC, et al., to employ Gibbs
& Bruns, L.L.P. as special litigation counsel as of the Petition
Date.

As of the Petition Date, the Debtor was a party in these lawsuit
which was filed on March 20, 2012:

   ERG Resources, L.L.C. v. Nabors Global Holdings II, Limited, et

   al.; Cause No. 2012-16446; in the 61st Judicial District Court
   of Harris County, Texas

In the Lawsuit, the Debtor asserts claims against Nabors Global
Holdings II, Limited; Ramshorn International, Limited; Parex
Resources, Inc. and Parex Resources (Bermuda) Ltd.; and Appleby
Management (Bermuda) Limited for, among other things, breach of
contract and tortious interference with contract related to a stock
purchase agreement between Debtor and Nabors, which Nabors
repudiated.

Prior to the Petition Date, the firm represented the Debtor as lead
counsel in the lawsuit.  The Debtor requested that it be authorized
to employ the firm as special litigation counsel to continue to
represent the Debtor in connection with the lawsuit, if necessary,
and all matters related to the Debtor's claims arising out of or
related to the SPA.

Upon resolution of the pending appeals, it will be important for
the firm to be able to continue to serve as lead counsel for the
Debtor through the duration of the lawsuit given its familiarity
with the Lawsuit and its litigation expertise.

A summary of the contingent-fee arrangement is:

   Before the Filing of an Appeal: With respect to any claim(s) in
the lawsuit that are settled or otherwise resolved before the date
on which any notice of appeal is filed, a contingency fee
percentage of 30% of the net proceeds of any recovery.

   After the Filing of an Appeal: With respect to any claim(s) in
the lawsuit that are settled or otherwise resolved on or after the
date on which any notice of appeal is filed, a contingency fee
percentage of 35% of the net proceeds of any recovery.

In addition, the firm will seek reimbursement of expenses advanced
on behalf of the Debtor in accordance with its pre-existing
agreement with the Debtor in effect as of the Petition Date and
according to its customary and usual practices.

As of the Petition Date, the firm was owed approximately $2,376 for
expenses related the lawsuit incurred before the commencement of
the Debtor’s bankruptcy case.  In addition, the Debtor has
assigned and agreed to pay to the Firm the contingent-fee interest
in the net proceeds of any recovery.

To the best of the Debtors' knowledge, Gibbs & Bruns is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About ERG Resources

ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996.  Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California.  ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field.  ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of leasehold
located in Liberty County, Texas.  The Company's corporate
headquarters is located in Houston, Texas.  Scott Y. Wood, through
two of his affiliates, owns 100% of the membership units in ERG
Intermediate Holdings LLC, the parent company.

ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.

The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
and Epiq Bankruptcy Solutions, LLC.  Rebecca A. Roof of AP
Services, LLC was designated as chief restructuring officer.

ERG Intermediate estimated $100 million to $500 million in assets
and debt.  ERG Intermediate Holdings, LLC disclosed $0 in total
assets and $400,000,000 in liabilities as of the Chapter 11
filing.

The U.S. Trustee appointed five creditors of the company to serve
on the official committee of unsecured creditors.  The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as lead counsel,
Searcy & Searcy P.C., as local counsel, and Conway Mackenzie, Inc.
as its financial advisor.


FORTESCUE METALS: Bank Debt Trades at 12% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Corp. is a borrower traded in the secondary market at 88.16
cents-on-the- dollar during the week ended Friday, July 3, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in the July 10, 2015, edition of The Wall Street Journal.
This represents a decrease of 1.95 percentage points from the
previous week, The Journal relates. Fortescue Metals Group Corp.
pays 275 basis points above LIBOR to borrow under the facility. The
bank loan matures on June 13, 2019, and carries Moody's Ba1 rating
and Standard & Poor's BB+ rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended July 3.



FRAC TECH SERVICES: Bank Debt Trades at 20% Off
-----------------------------------------------
Participations in a syndicated loan under which Frac Tech Services
Ltd is a borrower traded in the secondary market at 79.67
cents-on-the- dollar during the week ended Friday, July 3, 2015
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in the July 10, 2015.  This represents a decrease of 3.46
percentage points from the previous week, The Journal relates. Frac
Tech Services Ltd. pays 475 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 3, 2021, and
carries Moody's B2 rating and Standard & Poor's B rating.  The loan
is one of the biggest gainers and losers among 254 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended July 3.



FRED FULLER: Owner Wants Buyer to Turn Over Vehicles, Furniture
---------------------------------------------------------------
Frederick J. Fuller asks the U.S. Bankruptcy Court for the District
of New Hampshire to correct the order approving the sale of four
used motor vehicles to amend the purchase price to $40,100.

Mr. Fuller also asks the Court to direct Rymes Heating Oils, Inc.,
to immediately turn over the Camper Van to Mr. Fuller or his
assignee(s) and to cease interfering with the sale of the Camper
Van, and require Rymes to turn over Mr. Fuller's personal property
consisting of a pontoon boat, two antique oil trucks, a set of
office furniture and a 1950 Nash Statesman, which Mr. Fuller had
stored at 21 Cottage Street, Milford, in New Hampshire.

Mr. Fuller's counsel, Daniel W. Sklar, Esq., at Nixon Peabody LLP,
in Manchester, New Hampshire, tells the Court that Rymes has
refused to allow Mr. Fuller to retrieve any of his personal
property from certain real estate conveyed to Rymes and that Rymes
has persisted in refusing Mr. Fuller to retrieve his pontoon boat,
two antique oil trucks, a set of office furniture, and a 1950 Nash
Statesman.  Mr. Sklar adds Mr. Fuller has not been able to receive
any of his personal mail that were delivered to 12 Tracy Lane in
Hudson, New Hampshire, where Mr. Fuller had owned and operated Fred
Fuller Oil & Propane Co., Inc. for more than 45 years.

Rymes objected to Mr. Fuller's Motion, complaining that the Motion
is a mischaracterization of events leading to the present dispute.
Rymes tells the Court that after concealing assets from the Debtor
and Rymes, Mr. Fuller now seeks relief to which he is not
entitled.

Mr. Fuller is represented by:

          Daniel W. Sklar, Esq.
          Holly J. Barcroft, Esq.
          NIXON PEABODY LLP
          900 Elm Street
          Manchester, NH 03101
          Telephone: (603)628-4000
          Facsimile: (603)628-4040
          Email: dsklar@nixonpeabody.com
                 hbarcroft@nixonpeabody.com

Rymes is represented by:

          James S. LaMontagne, Esq.
          Christopher Candon, Esq.
          SHEEHAN PHINNEY BASS + GREEN
          1000 Elm Street, P.O. Box 3701
          Manchester, NH 03101-3701
          Telephone: (603)668-0300
          Email: jlamontagne@sheehan.com
                 ccandon@sheehan.com
                
                 About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co.,
Inc.,
the largest heating oil company in the state, serving about
30,000 
New Hampshire customers.  It sought Chapter 11 protection
(Bankr.
D. N.H. Case No. 14-12188) in Manchester, New Hampshire,
on Nov.
10, 2014, without stating a reason.  It estimated $10
million to 
$50 million in assets and debt.  The Nov. 10, 2014
court filing 
shows that the Debtor has about $13.5 million in
debts.  Jeremy
 Blackman at Concord Monitor reports that the
Debtor owes more than
 $276,000 to Harvard Pilgrim Health Care
and nearly $94,000 to the
city of Laconia and the towns of
Hudson, Milford and Northfield.



According to Concord Monitor, the bankruptcy case was initially

filed on Nov. 10 under Chapter 7, but that has since
been
terminated and replaced with a Chapter 11 restructuring
proposal.



William S. Gannon, Esq., at William S. Gannon PLLC, in
Manchester,
serves as counsel to the Debtor.  Fredrick J. Fuller,
the 
president, signed the bankruptcy petition.



On Feb. 12, 2015, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors.  The Committee
selected Brinkman Portillo Ronk, APC, as its counsel with Deming

Law Office acting "of counsel."


FRED FULLER: Sells Accounts Receivables to Rymes for $141K
----------------------------------------------------------
Fred Fuller Oil & Propane Co., Inc., sought and obtained from Judge
J. Michael Deasy of the U.S. Bankruptcy Court for the District of
New Hampshire authority to sell certain accounts receivable to
Rymes Heating Oils, Inc., for $141,500.

Rymes purchased substantially all of the Debtor's operating assets
on November 25, 2014.  Excluded from that Sale were the Debtor's
accounts receivable that were aged more than 89 days as of the
Petition Date.

Pursuant to the asset purchase agreement between the Debtor and
Rymes, Rymes retained a 1/2 interest in and to the net recoveries
of the Over 89 Day A/R.  As of the Petition Date, the Over 89 Day
A/R totaled approximately $1.7 million, including amounts due from
insiders.  As of the Petition Date, the collection rate on the Over
89 Day A/R was approximately 20%, or approximately $342,000.

With the Debtor's cessation of operations and with the passage of
time (another 180+ days), a 20% collection rate is very optimistic,
William S. Gannon, Esq., at William S. Gannon, PLLC, in Manchester,
New Hampshire, tells the Court.

Mr. Gannon says the collectable portion of the Over 89 Day A/R is
unlikely to exceed $250,000, net of collection costs.  Mr. Gannon
believes that the offer submitted by Rymes provides the Estate with
significant value and is in the best interests of the Estate.  Mr.
Gannon asserts that in a sale to Rymes, the Estate: (a) receives
immediate cash; (b) does not incur the expense or risk associated
with the collection of the Over 89 Day A/R; and, (c) realizes a
likely better recovery via the sale to Rymes than it would if it
attempted to collect the Over 89 Day A/R itself.

The Debtor is represented by:

          William S. Ganon, Esq.
          WILLIAM S. GANON, PLLC
          889 Elm Street, 4th Floor
          Manchester NH 03101
          Telephone: (603)621-9500
          Email: bgannon@gannonlawfirm.com

Rymes Heating Oils, Inc. is represented by:

          James S. LaMontagne, Esq.
          Christopher Candon, Esq.
          SHEEHAN PHINNEY BASS + GREEN
          1000 Elm Street, P.O. Box 3701
          Manchester, NH 03101-3701
          Telephone: (603)668-0300
          Email: jlamontagne@sheehan.com
                 ccandon@sheehan.com

                About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co.,
Inc.,
the largest heating oil company in the state, serving about
30,000
 New Hampshire customers.  It sought Chapter 11 protection
(Bankr.
D. N.H. Case No. 14-12188) in Manchester, New Hampshire,
on Nov.
10, 2014, without stating a reason.  It estimated $10
million to
$50 million in assets and debt.  The Nov. 10, 2014
court filing
shows that the Debtor has about $13.5 million in
debts.  Jeremy 
Blackman at Concord Monitor reports that the
Debtor owes more than
$276,000 to Harvard Pilgrim Health Care and
nearly $94,000 to the
city of Laconia and the towns of Hudson,
Milford and Northfield.



According to Concord Monitor, the bankruptcy case was initially

filed on Nov. 10 under Chapter 7, but that has since been

terminated and replaced with a Chapter 11 restructuring
proposal.



William S. Gannon, Esq., at William S. Gannon PLLC, in
Manchester,
serves as counsel to the Debtor.  Fredrick J. Fuller,
the 
president, signed the bankruptcy petition.



On Feb. 12, 2015, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors.  The Committee
selected Brinkman Portillo Ronk, APC, as its counsel with Deming

Law Office acting "of counsel."


FRONTIER COMMUNICATIONS: S&P Rates New $1.5 Billion Loan 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '2' recovery rating to Norwalk, Conn.-based incumbent
telephone provider Frontier Communications Corp.'s proposed $1.5
billion delayed-draw senior secured term loan A that will mature
the earlier of five years from the draw date or March 31, 2021.
The '2' recovery rating indicates S&P's expectation for substantial
(70%-90%; upper half of the range) recovery in the event of payment
default.  S&P expects proceeds from the transaction will be used to
partially fund the acquisition of certain wireline assets in
California, Texas, and Florida from Verizon Communications Inc. in
a transaction valued at $10.5 billion.

At the same time, S&P raised the issue-level rating on these issues
to 'BB' from 'BB-' and revised the recovery rating to '2' from '3'.


   -- The $750 revolving credit facility due 2018.
   -- The $575 million term loan A due 2016.  
   -- The $350 million delayed-draw term loan due 2019.

S&P also raised the issue-level rating on Frontier North Inc.'s
$200 million of 6.73% debentures due 2028 to 'BB+' from 'BB-'and
revised the recovery rating to '1' from '3'.  The '1' recovery
rating indicates S&P's expectation for very high (90%-100%)
recovery in the event of payment default.

The new credit facility will be secured by a pledge of stock of
Frontier North and the existing facilities will be granted the same
security package that will secure the new term loan A once it is in
place.  The existing Frontier North bonds have a priority claim on
the assets at this entity given that the security granted to the
facilities will only consist of a pledge of stock.  While S&P
generally caps recovery ratings for unsecured debt at '3' for
issuers rated 'BB-' or higher, it expects that the new credit
facility will have restrictive covenants that will limit the amount
of pari passu unsecured debt at Frontier North such that the
existing bonds will have recovery in excess of 90% in a default
scenario.

S&P estimates that Frontier North will comprise around 13%-15% of
Frontier's pro forma consolidated EBITDA, which based on S&P's
default valuation of about $12.5 billion, translates to about $1.6
billion-$1.8 billion of priority value for Frontier North
bondholders and senior secured creditors.  Given the $200 million
of Frontier North bonds, and limitations on any new unsecured debt,
S&P believes this will result in a deficiency claim for the secured
creditors.  S&P then ascribes the remaining value of Frontier
(about $10.4 billion) equally among the secured and unsecured debt
in the new capital structure, which S&P believes will provide at
least 70% recovery to secured creditors in a default scenario.

Given the recent $2.75 billion of equity issuance and the proposed
$1.5 billion of new secured debt, S&P estimates that the remaining
financing for the acquisition will total about $6.6 billion, which
S&P believes will be completed with new unsecured notes.  S&P
expects to rate these notes 'BB-' with a '3' recovery rating, which
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of payment default.

Pro forma for the acquisition, S&P expects adjusted net debt to
EBITDA to be around 4.2x-4.4x and funds from operations to debt to
be about 12%-14% in 2016.  S&P also expects adjusted free operating
cash flow to debt to be in the 4%-6% range over the next few years.
These metrics are somewhat weaker than S&P's original base-case
forecast due to integration challenges from the acquisition of
properties in Connecticut from AT&T, which closed in the fourth
quarter of 2014, but are still supportive of S&P's "aggressive"
financial risk assessment.

RATINGS LIST

Frontier Communications Corp.

Corporate Credit Rating             BB-/Stable/--

New Rating

Frontier Communications Corp.

$1.5 bil. delayed-draw term loan A
Senior Secured                      BB
  Recovery Rating                    2H

Upgraded; Recovery Rating Revised
                                     To      From
Frontier Communications Corp.

$750 revolver due 2018
Senior Unsecured                    BB      BB-
  Recovery Rating                    2H      3L
$575 million term loan A due 2016  
Senior Unsecured                    BB      BB-
  Recovery Rating                    2H      3L
$350 million delayed-draw term loan due 2019
Senior Unsecured                    BB      BB-
  Recovery Rating                    2H      3L

Frontier North Inc.

$200 mil. 6.73% debentures due 2028
Senior Unsecured                    BB+     BB-
  Recovery Rating                    1       3



GENESYS RESEARCH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Genesys Research Institute, Inc.
           fka Steward Research and Specialty Projects Corporation
        736 Cambridge Street
        Suite CBR-402
        Brighton, MA 02135

Case No.: 15-12794

Chapter 11 Petition Date: July 14, 2015

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: Nina M. Parker, Esq.
                  Stephanie E. Babin, Esq.
                  PARKER & ASSOCIATES
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781) 729-0187
                  Email: nparker@ninaparker.com
                         sbabin@ninaparker.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Robert Stemple, clerk and treasurer.

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

A copy of the petition is available at:

               http://bankrupt.com/misc/mab15-12794.pdf


GETTY IMAGES: Bank Debt Trades at 26% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 74.43
cents-on-the-dollar during the week ended Friday, July 3, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in the July 10, 2015, edition of The Wall Street Journal.
This represents an increase of 0.58 percentage points from the
previous week, The Journal relates. Getty Images Inc. pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on October 14, 2019, and carries Moody's B2 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended July 3.



GUIDED THERAPEUTICS: Signs Joinder Agreement with Investors
-----------------------------------------------------------
Guided Therapeutics, Inc., on July 10, 2015, entered into a joinder
agreement with certain holders of the Company's Series B
convertible preferred stock and a holder of a promissory note
previously issued by the Company, pursuant to which they each
became a party to the previously disclosed securities purchase
agreement, dated June 29, 2015, and registration rights agreement,
dated June 29, 2015, and will, pursuant to the Purchase Agreement,
purchase an aggregate of 432 shares of the Company's Series C
convertible preferred stock, at a purchase price of $750 per share
and a stated value of $1,000 per share, and will receive, on a pro
rata basis, warrants exercisable to purchase an aggregate of
approximately 6.8 million shares of the Company's common stock.

The Series B Holders and the promissory note holder will exchange
their outstanding shares of Series B preferred stock or promissory
note in lieu of cash, on a dollar-for-dollar basis, on the same
terms as each other investor purchasing shares of Series C
Preferred under the Purchase Agreement.

                     About Guided Therapeutics

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

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

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


GYMBOREE CORP: Bank Debt Trades at 28% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp. is a
borrower traded in the secondary market at 71.55 cents-on-the-
dollar during the week ended Friday, July 3, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
the July 10, 2015, edition of The Wall Street Journal.  This
represents a decrease of 1.40 percentage points from the previous
week, The Journal relates. Gymboree Corp. pays 350 basis points
above LIBOR to borrow under the facility.  The bank loan matures on
February 23, 2018, and carries Moody's B3 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 3.



IAC/INTERACTIVECORP: Acquisition Plan No Impact on Moody's Ba1 CFR
------------------------------------------------------------------
Moody's Investors Service said IAC/InterActiveCorp's Ba1 Corporate
Family Rating, long-term debt ratings (Liberty Bonds at Baa3;
Senior Unsecured Notes at Ba1), SGL-1 Speculative Grade Liquidity
Rating and stable outlook are not immediately impacted by the
company's announcement that The Match Group, a subsidiary that
comprises IAC's online dating websites and non-dating subscription
businesses, plans to acquire Canadian Internet dating site
PlentyofFish Media Inc. for $575 million.

The principal methodology used in rating IAC/InterActiveCorp was
the Global Broadcast and Advertising Related Industries Methodology
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.

IAC/InterActiveCorp is a leading media and online company that owns
more than 150 Internet-based brands and products including: Ask.com
(search engine); About.com, Dictionary.com, Investopedia.com
(online content and reference libraries), Ask.fm (social) and
Apalon (mobile applications); The Match Group (online dating,
including Match, Tinder and OkCupid; and non-dating, including
DailyBurn, Tutor.com and The Princeton Review); HomeAdvisor,
ShoeBuy (e-commerce); Vimeo (media); and several other
consumer-related applications and portals.



IMRIS INC: Creditors' Panel Hires Emerald Capital as Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of IMRIS, Inc., et
al., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain Emerald Capital Advisors as
financial advisors to the Committee, nunc pro tunc to June 4, 2015.

The Committee requires Emerald Capital to:

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

   (b) assist the Committee in evaluating any proposed debtor-in-
       possession financing;

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

   (d) assist the Committee in its review of various financial
       reports prepared for submission to the Court, and, as
       mutually agreed, such other reports that may be requested
       by parties-in-interest;

   (e) advise the Committee as it assesses the Debtors' executory
       contracts including assume versus reject considerations;

   (f) assist and advise the Committee in connection with its
       identification, development, and implementation of
       strategies related to the potential recoveries for the
       unsecured creditors as it relates to the Debtors' plan of
       reorganization;

   (g) assist the Committee in understanding the business and
       financial impact of various restructuring alternatives of
       the Debtors;

   (h) assist the Committee in its analysis of the Debtors'
       financial restructuring process, including its review of
       the Debtors' development of plans of reorganization and
       related disclosure statements;

   (i) assist the Committee in evaluating, structuring and    
       negotiating the terms and conditions of any proposed
       transaction, including the value of the securities, if any,

       that may be issued to thereunder;

   (j) assist in the evaluation of the Debtors' asset sale
       process, including the identification of potential buyers;

   (k) assist in evaluating the terms, conditions, and impact of
       any proposed asset sale transactions;

   (l) assist the Committee in evaluating any proposed merger,
       divestiture, joint-venture, or investment transaction;

   (m) assist the Committee to value the consideration offered by
       the Debtors to unsecured creditors in connection with the
       sale of the Debtors' assets or a restructuring;

   (n) provide testimony, as necessary, in any proceeding before
       the Bankruptcy Court; and

   (o) provide the Committee with other appropriate general
       restructuring advice.

Emerald Capital will be paid at these hourly rates:

       Senior Managing Director       $600
       Vice President                 $500
       Associate                      $400
       Senior Analyst                 $300
       Analyst                        $200

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

John P. Madden, senior managing director of Emerald Capital,
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 Aug. 12, 2015, at 2:00 p.m.  Objections, if any, are
due July 22, 2015, at 4:00 p.m.

Emerald Capital can be reached at:

       John P. Madden
       EMERALD CAPITAL ADVISORS
       420 Lexington Avenue, Suite 855
       New York, NY 10170
       Tel: (212) 201-1905
       E-mail: jpm@emeraldcapitaladvisors.com

                     About IMRIS Inc.

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

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

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

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

On June 4, 2015, the U.S. Trustee appointed three members to the
Official Committee of Unsecured Creditors.  The members of the
Committee are: (i) Trumpf Medical Systems, Inc., (ii) Siemens
Medical Solutions, USA, Inc., and (iii) ETSâˆ'Lindgren Inc.  The
Committee selected Steven K. Kortanek, Esq., Kevin J. Mangan, Esq.,
and Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP,
in Wilmington, Delaware, as counsel.



IMRIS INC: Creditors' Panel Taps Womble Carlyle as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of IMRIS, Inc., et
al., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain Womble Carlyle Sandridge & Rice, LLP
as counsel to the Committee, nunc pro tunc to June 4, 2015.

The Committee requires Womble Carlyle to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under Bankruptcy Code section 1102;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the operation of the Debtors' businesses,
       potential claims, and any other matters relevant to the
       case, to the sale of assets, or to the formulation of a
       plan of reorganization or liquidation (a "Plan");

   (c) participate in the formulation of a Plan;

   (d) provide legal advice as necessary with respect to any
       disclosure statement and Plan filed in this case and with
       respect to the process for approving or disapproving
       disclosure statements and confirming or denying
       confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, objections, complaints, answers,
       orders, agreements, and other legal papers;

   (f) appear in Court to present necessary motions, applications,

       objections, and pleadings, and otherwise protecting the
       interests of those represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) perform such other legal services as may be required and as

       are in the best interests of the Committee and creditors.

Womble Carlyle will be paid at these hourly rates:

       Partners                $300-$730
       Of Counsel              $225-$730
       Senior Counsel          $125-$450
       Counsel                 $100-$450
       Associates              $230-$465
       Paralegals              $50-$350

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

Steven K. Kornatek, partner of Womble Carlyle, 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 Aug. 12, 2015, at 2:00 p.m.  Objections, if any, are
due July 22, 2015, at 4:00 p.m.

Womble Carlyle can be reached at:

       Thomas M. Horan, Esq.
       WOMBLE, CARLYLE SANDRIDGE & RICE, LLP
       222 Delaware Avenue, Suite 1501
       Wilmington, DE 19801
       Tel: (302) 252-4320
       Fax: (302) 252-4330
       E-mail: thoran@wcsr.com

                     About IMRIS Inc.

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

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

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

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

On June 4, 2015, the U.S. Trustee appointed three members to the
Official Committee of Unsecured Creditors.  The members of the
Committee are: (i) Trumpf Medical Systems, Inc., (ii) Siemens
Medical Solutions, USA, Inc., and (iii) ETSâˆ'Lindgren Inc.  The
Committee selected Steven K. Kortanek, Esq., Kevin J. Mangan, Esq.,
and Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP,
in Wilmington, Delaware, as counsel.



IMRIS INC: Hires Imperial as Investment Banker
----------------------------------------------
IMRIS, Inc., et al., seek authorization from the U.S. Bankruptcy
Court for the District of Delaware to employ Imperial Capital, LLC
as their investment banker nunc pro tunc to May 25, 2015 petition
date.

The Debtors require Imperial to:

   (a) analyze the Debtors' business, operations, properties,
       financial condition, competition, forecast, prospects and
       management;

   (b) as necessary to provide the additional services set forth
       herein and without duplicating the services of the Debtors'

       other advisors, assist the Debtors in developing,
       evaluating, structuring and negotiating the terms and
       conditions of a potential Restructuring plan, including the

       value of the securities, if any, that may be issued to
       certain creditors or equity holders under the Restructuring

       plan;

   (c) assist the Debtors in the preparation of solicitation
       materials with respect to the creditors or equity holders,
       any securities to be issued in connection with the
       Restructuring and the Debtors (such solicitation materials,
       including, without limitation, all exhibits, amendments and

       supplements thereto, the "Restructuring Offering
       Materials");

   (d) advise the Debtors on a proposed purchase price and form of

       Consideration for the Transaction;

   (e) assist the Debtors in developing, evaluating, structuring
       and negotiating the terms and conditions of a potential
       Transaction;

   (f) assist the Debtors in the preparation of solicitation
       materials with respect to the Transaction and the Debtors
       (the "Transaction Offering Materials");

   (g) identify and contact selected qualified buyers for the
       Transaction and furnish them, on behalf of the Debtors,
       with copies of Transaction Offering Materials;

   (h) assist the Debtors in arranging for potential Buyers to
       conduct due diligence investigations;

   (i) provide regular updates to the Debtors and their lenders on

       the status of the Transaction;

   (j) assist the Debtors in developing, evaluating, structuring
       and negotiating the terms and conditions of a potential
       Financing;

   (k) assist the Debtors in the preparation of solicitation
       materials with respect to the Financing, any securities to
       be issued in connection with the Financing and the Debtors
       (such solicitation materials, including, without
       limitation, all exhibits, amendments and supplements
       thereto, the "Financing Offering Materials");

   (l) identify and contact selected qualified purchasers to
       participate in the Financing and furnish them, on behalf of

       the Debtors, with copies of Financing Offering Materials;

   (m) assist the Debtors in developing, evaluating, structuring
       and negotiating the terms and conditions of a potential
       Facility Refinancing; and

   (n) provide such other investment banking services as may from
       time to time to be agreed upon between the Debtors and
       Imperial.

The Engagement Letter provides for the following compensation (the
"Fee Structure"):

  -- Monthly Fee. A fee of $100,00 per month, payable monthly in
     advance during the term of the engagement.

  -- Restructuring Fee. In the event that a Restructuring through
     a Plan occurs and a valuation for such Plan has not been
     established by a winning bid at an auction, in lieu of the
     Transaction Fee set forth below, a transaction fee of (x)
     $500,000, if the Restructuring contemplates substantially all

     assets of the Company, and (y) $250,000, if the Restructuring

     does not contemplate substantially all assets of the Company,

     payable in cash.  The Restructuring Transaction Fee shall be
     conditional upon, and payable upon, the closing of a
     Restructuring.

  -- Transaction Fee.  In the event that any Transaction or
     Restructuring is consummated during the term of the
     engagement, a transaction fee equal to (x) 2.0% of
     Transaction Consideration for Transaction Consideration up to

     $10 million in the aggregate; provided, however, if a
     Qualified Bidder is not produced, payment of this fee will be

     in Deerfield's sole discretion; (y) 4.0% of Transaction
     Consideration for Transaction Consideration greater than $10
     million and up to and including $30 million in the aggregate;

     and (z) 6.0% of Transaction Consideration for Transaction
     Consideration greater than $30 million.

  -- Finance Fee.  A cash fee for Financings obtained from or one
     or more of its affiliates or managed funds, whether in the
     form of debtor-in-possession financing or out-of-court
     financing, totaling $50,000 collectively for all such
     Financings.

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

As of the petition date, the Debtors do not owe Imperial any fees
for services performed or expenses incurred under the Engagement
Letter.  During the 90-day period before the petition date, the
Debtors paid $222,134.12 to Imperial for compensation and
reimbursement of expenses. Additionally, pursuant to (i) the
February Engagement Letter, the Debtors paid Imperial a retainer in
the amount of $100,000, which amount was thereafter applied to pay
the Monthly Fee for March 2015 adn (ii) the March Engagement
Letter, the Debtors paid Imperial a deposit of $30,000 against
reimbursable expenses, from which unused amounts are returnable to
the Debtors upon demand.

Eric Carlson, managing director of Imperial, 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.

Imperial can be reached at:

       Eric Carlson
       IMPERIAL CAPITAL, LLC
       2000 Avenue of the Stars
       9th Floor South
       Los Angeles, CA 90067
       Tel: (310) 246-3700
       Fax: (310) 246-3714

                     About IMRIS Inc.

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

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

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

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

On June 4, 2015, the U.S. Trustee appointed three members to the
Official Committee of Unsecured Creditors.  The members of the
Committee are: (i) Trumpf Medical Systems, Inc., (ii) Siemens
Medical Solutions, USA, Inc., and (iii) ETSâˆ'Lindgren Inc.  The
Committee selected Steven K. Kortanek, Esq., Kevin J. Mangan, Esq.,
and Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP,
in Wilmington, Delaware, as counsel.


INSITE VISION: Has 3.4 Million Shares Resale Prospectus
-------------------------------------------------------
Insite Vision Incorporated filed a Form S-1 registration statement
with the Securities and Exchange Commission relating to the resale

by selling stockholders of up to an aggregate of 3,464,456 shares
of the Company's common stock issuable upon the exercise of
outstanding warrants.  The warrants were issued and sold to the
selling stockholders in a private placement in April 2015.

The Company is not offering any shares of common stock for sale
under this prospectus, and it will not receive any of the proceeds
from the sale or other disposition of the shares of common stock.
However, the Company will receive the exercise price of any
warrants exercised for cash.  To the extent that the Company
receives cash upon exercise of any warrants, the Company expects to
use that cash for general corporate purposes.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "INSV."  On July 9, 2015, the closing bid price
per share of the Company's common stock was $0.18 per share.

The Company will pay the expenses related to the registration of
the shares of common stock covered by this prospectus.  The selling
stockholders will pay any commissions and selling expenses they may
incur.

A copy of the prospectus is available at http://is.gd/3z9Dki

                           InSite Vision

Based in Alameda, California, InSite Vision Incorporated (OTCBB:
INSV) -- http://www.insitevision.com/-- is committed to
advancing new and superior ophthalmologic products for unmet eye
care needs.  The company's product portfolio utilizes InSite
Vision's proven DuraSite(R) bioadhesive polymer core technology, a
platform that extends the duration of drug retention on the
surface of the eye, thereby reducing frequency of treatment and
improving the efficacy of topically delivered drugs.

Burr Pilger Mayer, Inc., in E. Palo Alto, 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, available cash balance
and accumulated deficit raise substantial doubt about its ability
to continue as a going concern.

Insite Vision reported net income of $26.8 million in 2014 compared
to net income of $5.7 million in 2013.

As of March 31, 2015, the Company had $4.09 million in total
assets, $12.23 million in total liabilities and a $8.13 million
total stockholders' deficit.


INTELLIPHARMACEUTICS INT'L: Announces Second Quarter 2015 Results
-----------------------------------------------------------------
Intellipharmaceutics International Inc. reported a net loss and
comprehensive loss of $1.5 million on $1.2 million of revenue for
the three months ended May 31, 2015, compared to a net loss and
comprehensive loss of $3.1 million on $1.5 million of revenue for
the same period in 2014.

For the six months ended May 31, 2015, the Company reported a net
loss and comprehensive loss of $2.4 million on $2.4 million of
revenue compared to a net loss and comprehensive loss of $938,840
on $6.2 million of revenue for the same period last year.

As of May 31, 2015, the Company had $6.6 million in total assets,
$3.7 million in total liabilities and $2.9 million shareholders'
equity.

The Company had cash of $3 million as at May 31, 2015, compared to
$4.2 million as at Feb. 28, 2015.  The decrease in cash during the
three months ended May 31, 2015, is mainly a result of lower
payments received from the commercial sales of the Company's
generic Focalin XR (dexmethylphenidate hydrochloride
extended-release) capsules for the 15 and 30 mg strengths, an
increase in cash flows provided from financing activities which are
mainly from common share sales under the Company's at-the-market
offering program, partially offset by an increase in purchases of
production, laboratory and computer equipment.

A copy of the press release is available at:

                         http://is.gd/729DEg

                      About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology,
Intellipharmaceutics has a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.

Intellipharmaceutics reported a net loss of $3.85 million on $8.76
million of revenues for the year ended Nov. 30, 2014, compared with
a net loss of $11.5 million on $1.52 million of revenues for the
year ended Nov. 30, 2013.

Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Nov. 30, 2014, citing that the Company's recurring losses
from operations and the accumulated deficit cast substantial doubt
about the Company's ability to continue as a going concern.


J. CREW: Debt Trades at 14% Off
-------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 86.39 cents-on-the-
dollar during the week ended Friday, July 3, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
the July 10, 2015 edition of The Wall Street Journal.  This
represents a decrease of 0.70 percentage points from the previous
week, The Journal relates. J. Crew pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
February 27, 2021, and carries Moody's B2 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 3.



JP MORGAN 2005-CIBC11: S&P Lowers Rating on 2 Cert. Classes to D
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series
2005-CIBC11, a U.S. commercial mortgage-backed securities (CMBS)
transaction.  In addition, S&P lowered its ratings on two classes
and affirmed its ratings on seven other classes from the same
transaction.

S&P's rating actions on the principal- and interest-paying
certificates follow its analysis of the transaction, primarily
using its criteria for rating U.S. and Canadian CMBS transactions,
which included a review of the credit characteristics and
performance of the remaining assets in the pool, the transaction's
structure, and the liquidity available to the trust.

S&P raised its ratings on classes B and C to reflect its
expectation of the available credit enhancement for these classes,
which S&P believes exceeds its most recent estimate of necessary
credit enhancement for the respective rating levels.  The upgrades
also follow S&P's views regarding the current and future
performance of the transaction's collateral, available liquidity
support as well as the significant reduction in the trust's
balance.

The downgrades on classes H and J to 'D (sf)' reflect S&P's
expectation that these bonds' accumulated interest shortfalls will
remain outstanding for the foreseeable future.  Classes H and J
have carried accumulated interest shortfalls for the past 10 and 28
consecutive months, respectively.  According to the June 12, 2015,
trustee remittance report, the current monthly net interest
shortfalls totaled $38,656 and resulted primarily from:

   -- Appraisal subordinate entitlement reduction (ASER) amounts
      totaling $19,785; and

   -- Net special servicing fees totaling $15,993.

The current reported interest shortfalls have affected all classes
subordinate to and including class J.

The affirmations on the principal- and interest-paying certificates
reflect S&P's expectation that the available credit enhancement for
these classes will be within its estimate of the necessary credit
enhancement required for the current ratings.  The affirmations
also reflect S&P's views regarding the current and future
performance of the transaction's collateral, the transaction
structure, and liquidity support available to the classes.

While available credit enhancement levels suggest positive rating
movements on classes D, E, F, and G, S&P's analysis also considered
the volume of specially serviced assets (14 assets; $91.1 million,
35.6%), potential reduced liquidity support available to the bonds
and interest shortfalls that could potentially affect those
classes.

S&P affirmed its 'AAA (sf)' rating on the class X-1 interest-only
(IO) certificates based on S&P's criteria for rating IO
securities.

TRANSACTION SUMMARY

As of the June 12, 2015, trustee remittance report, the collateral
pool balance was $256.1 million, which is 14.2% of the pool balance
at issuance.  The pool currently includes 28 loans and one real
estate-owned asset, down from 145 loans at issuance.  Fourteen of
these assets are with the special servicer and four loans ($23.2
million, 9.1%) are on the master servicer's watchlist.  The master
servicer, Berkadia Commercial Mortgage LLC, reported financial
information for 98.7% of the loans in the pool, of which 71.9% was
partial- or year-end 2014 data, and the remainder was partial- or
year-end 2013 data.

S&P calculated a 1.46x Standard & Poor's weighted average debt
service coverage (DSC) and 63.0% loan-to-value (LTV) ratio using a
7.65% Standard & Poor's weighted average capitalization rate.  The
DSC, LTV, and capitalization rate calculations exclude the 14
specially serviced assets.  The top 10 loans have an aggregate
outstanding pool trust balance of $191.9 million (75.0%).  Using
servicer-reported numbers, S&P calculated a Standard & Poor's
weighted average DSC and LTV of 1.51x and 65.0%, respectively, for
four of the top 10 loans.  The remaining six loans are specially
serviced, the three largest of which are discussed in the next
section.

The largest asset in the pool, the Airport Industrial Park loan
($95.6 million, 37.4%), is secured by an 826,390-sq.-ft.
multi-level warehouse and office complex in Honolulu.  The loan has
a reported year-end 2014 DSC of 1.71x and occupancy was 94.2%, up
from 90.3% in 2013.

The properties securing the underlying loans are concentrated
within Honolulu County and Clark County in the Las
Vegas-Henderson-Paradise metropolitan statistical area (MSA), and
Mecklenburg County in the Charlotte-Concord-Gastonia MSA.  Standard
& Poor's U.S. Public Finance Group provides credit ratings on Clark
and Mecklenburg Counties, which participate within these MSAs:

   -- Clark County in the Las Vegas-Henderson-Paradise MSA: S&P
      considers Clark County's ('AA/Stable', general obligation
      debt rating) economy to be adequate, with projected per
      capita effective buying income at 90% of the U.S.  The total

      market value of all real estate within the county reached
      $180 billion for fiscal year 2015, up 14% from the prior
      year.  The county's per capita real estate market value was
      $86,848 for fiscal year 2015.  With a population of 2.1
      million, the county participates in the Las Vegas-Henderson-
      Paradise MSA in Nevada, which we consider to be strong.  The

      county's unemployment rate for calendar year 2013 was 10%.  
      Loans secured by properties located in Clark County include
      the Doctors Pavillion loan and the Riviera Manufactured
      Housing and RV Community loan.

   -- Mecklenburg County in the Charlotte-Concord-Gastonia MSA:
      S&P considers Mecklenburg County's ('AAA/Stable', general
      obligation debt rating) economy to be strong, with projected

      per capita effective buying income at 106% of the U.S.  The
      total market value of all real estate within the county
      reached $113 billion for fiscal year 2014, down 1% from the
      prior year.  The county's per capita real estate market
      value was $109,961 for fiscal year 2014.  With a population
      of 1 million, the county participates in the Charlotte-
      Concord-Gastonia MSA in North Carolina, which S&P considers
      to be strong.  The county's unemployment rate for calendar
      year 2013 was 8%.  The largest loan secured by properties
      located in Mecklenburg County is the Arbor Trace Apartments
      loan.

To date, the transaction has experienced $45.6 million in principal
losses, or 2.5% of the original pool trust balance.  S&P expects
losses to reach approximately 3.3% of the original pool trust
balance in the near term, based on losses incurred to date and
additional losses S&P expects upon the eventual resolution of the
14 specially serviced assets.

CREDIT CONSIDERATIONS

As of the June 12, 2015, trustee remittance report, 14 assets in
the pool were with the special servicer, C-III Asset Management LLC
(C-III).  Details of the three largest specially serviced assets,
all of which are top 10 loans, are:

   -- The Shoppes at IV loan ($16.6 million, 6.5%) is the third-
      largest asset in the trust.  It has $16.6 million in total
      reported exposure and is secured by a 134,001-sq.-ft. retail

      property located in Paramus, N.J.  The loan was transferred
      to C-III on Feb. 11, 2015, for maturity default.  The loan
      matured on Feb. 1, 2015.  According to C-III, the borrower
      is seeking an additional term.  No appraisal reduction
      amount (ARA) is currently reported to be in effect against
      this loan and we expect a minimal loss upon its eventual
      resolution.

   -- The Doctors Pavillion loan ($13.8 million, 5.4%) is the
      fourth-largest asset in the pool.  It has $14.1 million in
      total reported exposure and is secured by a 99,499-sq.-ft.
      office building in Las Vegas.  The loan was transferred to
      C-III on Dec. 19, 2014, due to imminent loan maturity on
      March 1, 2015.  C-III indicated that occupancy has
      deteriorated since 2013 because the tenant, Veterans
      Administration, moved out of the property upon its lease
      expiration, vacating approximately 40% of the property's
      net rentable area (NRA). C-III stated that the borrower is
      seeking a loan modification.  No ARA is currently reported
      to be in effect against this loan and S&P expects a moderate

      loss upon its eventual resolution.

   -- The Ruben/Ebner Multifamily Portfolio loan ($9.6 million,
      3.8%) is the sixth-largest asset in the pool.  It has
      $9.7 million in total reported exposure and is secured by 11

      multifamily properties in Columbus and Cincinnati, Ohio,
      totaling 835 units.  The loan was transferred to C-III on
      March 2, 2015, because the borrower failed to repay the loan

      at maturity.  The loan matured on March 1, 2015.  No ARA is
      currently reported to be in effect against this loan and S&P

      expects a minimal loss upon its eventual resolution.

S&P estimated losses for the 14 specially serviced assets, arriving
at a weighted-average loss severity of 15.2%.

With respect to the specially serviced assets noted above, a
minimal loss is less than 25%, a moderate loss is 26%-59%, and a
significant loss is 60% or greater.

RATINGS RAISED

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-CIBC11

                Rating                    Credit
Class      To           From     enhancement (%)
B          AA+ (sf)     AA (sf)            59.57
C          AA (sf)      AA- (sf)           52.54

RATINGS LOWERED

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-CIBC11

                Rating                    Credit
Class      To         From       enhancement (%)
H          D (sf)     CCC+ (sf)             6.83
J          D (sf)     CCC (sf)              4.19

RATINGS AFFIRMED

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-CIBC11
                                          Credit
Class      Rating                enhancement (%)
A-J        AAA (sf)                        77.15
A-JFX      AAA (sf)                        77.15
D          A (sf)                          41.99
E          A- (sf)                         33.20
F          BBB (sf)                        23.53
G          BB (sf)                         16.49
X-1        AAA (sf)                          N/A

N/A--Not applicable.



JP MORGAN 2007-LDP11: S&P Lowers Rating on 2 Cert Classes to D
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2007-LDP11, a
U.S. commercial mortgage-backed securities (CMBS) transaction.  In
addition, S&P lowered its ratings on two classes and affirmed its
ratings on four other classes from the same transaction.

S&P's rating actions on the principal- and interest-paying
certificates follow its analysis of the transaction, primarily
using its criteria for rating U.S. and Canadian CMBS transactions,
which included a review of the credit characteristics and
performance of the remaining loans in the pool, the transaction’s
structure, and the liquidity available to the trust.

S&P raised its ratings on classes A-4 and A-1A to reflect its
expectation of the available credit enhancement for these classes,
which S&P believes is greater than its most recent estimate of
necessary credit enhancement for the respective rating levels.  The
upgrades also reflect S&P's views regarding the collateral's
current and future performance and available liquidity support.

The downgrades on classes A-J and B to 'D (sf)' reflect interest
shortfalls that S&P expects to continue for the foreseeable future.
The classes have carried accumulated interest shortfalls for the
past five consecutive months.  According to the June 15, 2015,
trustee remittance report, the current monthly net interest
shortfalls totaled $681,601 and resulted primarily from shortfalls
due to interest rate modifications totaling $614,147, along with
special servicing and workout fees totaling $67,299.  The current
reported interest shortfalls have affected all classes subordinate
to and including class A-J.

The affirmations on the principal- and interest-paying certificates
reflect S&P's expectation that the available credit enhancement for
these classes will be within its estimate of the necessary credit
enhancement required for the current ratings.  The affirmations
also reflect S&P's views regarding the collateral's current and
future performance, the transaction structure, and liquidity
support available to the classes.

S&P affirmed its 'AAA (sf)' rating on the class X interest-only
(IO) certificate based on our criteria for rating IO securities.

TRANSACTION SUMMARY

As of the June 15, 2015, trustee remittance report, the collateral
pool balance was $3.22 billion which is 59.5% of the pool balance
at issuance.  The pool currently includes 166 loans (reflecting
cross-collateralized and cross-defaulted loans), down from 252
loans at issuance.  Three of these loans ($87 million, 2.7%) were
reported as being with the special servicer, four ($41.7 million,
1.3%) are defeased, and 48 ($875.3 million, 27.2%) are on the
master servicer's watchlist.  The master servicer, Wells Fargo
Commercial Mortgage Servicing, reported financial information for
93.8% of the nondefeased loans in the pool, of which 44.5% was
year-end 2014 data, and 55.5% was partial-year 2014 and year-end
2013 data.

S&P calculated a 1.19x Standard & Poor's weighted average debt
service coverage (DSC) and 104.8% loan-to-value (LTV) ratio using a
7.48% Standard & Poor's weighted average capitalization rate. The
DSC, LTV, and capitalization rate calculations exclude the three
specially serviced loans, four defeased loans, non-reporting loans,
and five subordinate B hope notes.  The top 10 loans have an
aggregate outstanding pool trust balance of $1.37 billion (42.5%).
Using servicer-reported numbers, S&P calculated a Standard & Poor's
weighted average DSC and LTV of 1.1x and 115.2%, respectively, for
nine of the top 10 performing loans.  The remaining loan is
specially serviced and discussed below.

The properties securing the underlying loans are concentrated
within New York City in the New York-Newark-Jersey City
metropolitan statistical area (MSA), Los Angeles County in the Los
Angeles-Long Beach-Anaheim MSA, and Philadelphia in the
Philadelphia-Camden-Wilmington MSA. Standard & Poor's U.S. Public
Finance Group provides credit ratings on New York City, Los Angeles
County, and Philadelphia, which participate within these MSAs.

   -- New York City in the New York-Newark-Jersey City MSA: S&P
      considers New York City's (AA/Stable general obligation debt

      rating) economy to be strong, with projected per capita
      effective buying income at 105% of the U.S.  The total
      market value of all real estate within the city reached $929

      billion for fiscal year 2015, up 8% from the prior year.  
      The city's per capita real estate market value was $111,609
      for fiscal year 2015.  With a population of 8.3 million, the

      city participates in the New York-Newark-Jersey City MSA in
      New York, New Jersey, and Pennsylvania, which S&P considers
      to be strong.  The city's unemployment rate for calendar
      year 2014 was 7.4%.  Some of the loans secured by properties

      located in the New York City include the 5 Penn Plaza, 2030
      Broadway, and The Electra Apartments loans.

   -- Los Angeles County in the Los Angeles-Long Beach-Anaheim
      MSA: S&P considers Los Angeles County's (AA+/Stable issuer
      credit rating) economy to be strong, with projected per
      capita effective buying income at 100% of the U.S.  The
      total market value of all real estate within the county
      reached $1192 billion for fiscal year 2015, up 5% from the
      prior year.  The county's per capita real estate market
      value was $119,566 for fiscal year 2015.  With a population
      of 10 million, the county participates in the Los Angeles-
      Long Beach-Anaheim MSA in California, which S&P considers to

      be strong.  The county's unemployment rate for calendar year

      2013 was 9.9%.  Some of the loans secured by properties
      located in the Los Angeles County include the Maple Drive
      Portfolio, Lindley Gardens, and Ambrose Hotel loans.

   -- Philadelphia in the Philadelphia-Camden-Wilmington MSA: S&P
      considers Philadelphia's (A+/Stable general obligation debt
      rating) economy to be adequate, with projected per capita
      effective buying income at 76% of the U.S.  The total market

      value of all real estate within the city reached $100
      billion for fiscal year 2014, up 76% from the prior year.
      The city's per capita real estate market value was $64,578
      for fiscal year 2014.  With a population of 1.5 million, the

      city participates in the Philadelphia-Camden-Wilmington MSA
      in Pennsylvania, New Jersey, and Maryland, which S&P
      considers to be strong.  The city's unemployment rate for
      calendar year 2013 was 10%.  Some of the loans secured by
      properties located in the Philadelphia include the Franklin
      Mills and Brooks Brothers Walnut Street loans.

To date, the transaction has experienced $552.7 million in
principal losses, or 10.2% of the original pool trust balance.  S&P
expects losses to reach approximately 10.8% of the original pool
trust balance in the near term, based on losses incurred to date
and additional losses we expect upon the eventual resolution of two
of the three ($87 million, 2.7%) specially serviced loans.

CREDIT CONSIDERATIONS

As of the June 15, 2015, trustee remittance report, three loans
($87 million, 2.7%) in the pool were with the special servicer,
C-III Asset Management LLC.  Details of the two largest specially
serviced loans, one of which is a top 10 loan, are:

   -- The Healthnet Headquarters loan ($70.6 million, 2.2%) is the

      ninth-largest loan in the trust and the largest loan with
      the special servicer and has a total reported exposure of
      $72.6 million.  The loan is secured by a 327,327-sq.-ft.
      office property in Shelton, Conn.  The loan was transferred
      to C-III on Oct. 31, 2014, due to imminent payment default.
      The reported DSC and occupancy as of year-end 2013 were
      1.33x and 100%, respectively.  An appraisal reduction amount

      (ARA) of $17.7 million is in effect against the loan.  S&P
      expects a moderate loss upon the loan's eventual resolution.

   -- The Four Points by Sheraton loan ($8.5 million, 0.3%) has a
      total reported exposure of $8.8 million.  The loan is
      secured by a 146-room lodging property in York, Pa.  The
      loan was transferred to C-III on March 31, 2015.

   -- The reported DSC and occupancy as of year-end 2014 were
      0.33x and 54%, respectively.  S&P expects a moderate loss
      upon the loan's eventual resolution.

S&P estimated losses for the two out of three specially serviced
loans, arriving at a 42.3% weighted average loss severity.

With respect to the specially serviced loans noted above, a minimal
loss is less than 25%, a moderate loss is 26%-59%, and a
significant loss is 60% or greater.

RATINGS LIST

JPMorgan Chase Commercial Mortgage Securities Trust 2007-LDP11
Commercial mortgage pass-through certificates series 2007-LDP11

                                     Rating             Rating
Class           Identifier           To                 From
A-3             46631BAD7            AAA (sf)           AAA (sf)
A-4             46631BAE5            A (sf)             BBB+ (sf)
A-SB            46631BAF2            AAA (sf)           AAA (sf)
A-1A            46631BAG0            A (sf)             BBB+ (sf)
X               46631BAH8            AAA (sf)           AAA (sf)
A-M             46631BAJ4            B+ (sf)            B+ (sf)
A-J             46631BAK1            D (sf)             CCC- (sf)
B               46631BAL9            D (sf)             CCC- (sf)



LERIN HILLS: Court Okays Padgett Stratemann as Accountant
---------------------------------------------------------
MA Lerin Hills Holder, LP and its debtor-affiliates sought and
obtained permission from the Hon. Craig A. Gargotta of the U.S.
Bankruptcy Court for the Western District of Texas to employ
Padgett Stratemann as accountant and consultant, as of the June 8,
2015 petition date.

The Debtors have employed Padgett Stratemann to provide various
accounting and consulting services that will be necessary,
including the preparation of accounting reports related to the
Debtors.

Padgett Stratemann will be paid at these hourly rates:

       J. Leo Munoz, Senior Manager      $372
       Stephen Oliver, Manager           $263
       Carlos Garza, Analyst             $151

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

J. Leo Munoz, senior manager, Risk Advisory Services of Padgett
Stratemann, 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.

Padgett Stratemann can be reached at:

       J. Leo Munoz
       PADGETT STRATEMANN & CO.
       1980 Post Oak Blvd, Ste. 1100
       Houston, TX 77056
       Tel: (800) 879-4966

                         About Lerin Hills

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

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

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

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



LIFE PARTNERS: Sept. 1, 2015 Proofs of Claim Deadline Set
---------------------------------------------------------
Life Partners Holdings Inc. on July 14 disclosed that on July 2,
2015 the U.S. Bankruptcy Court entered an order, known as the "Bar
Date Order," establishing certain deadlines for the filing of
proofs of claim in the Company's chapter 11 case.  Claims
referenced herein are monetary claims.

Pursuant to the Bar Date Order, except otherwise specified, all
persons, entities and governmental units who have a claim or
potential claim against the Company that arose prior to May 19,
2015 must file a proof of claim on or before September 1, 2015 at
5:00 p.m. Central Time for general creditors and November 16, 2015
at 5:00 p.m. Central Time for governmental units.

As part of these proceedings and as required under the U.S.
Bankruptcy Code, on July 2, 2015, Life Partners Holdings sent via
first-class U.S. mail, the Bar Date Notice to any potential
creditor, or party that may have a monetary claim against the
Company.  To note, receipt of the notice does not necessarily mean
that a recipient has a claim.

Proofs of claim forms and a copy of the Bar Date Order may be
obtained by visiting the Epiq website, the Company's claims and
notice agent, http://dm.epiq11.com/lifepartnersor by calling
866-841-7869 or +1-503-597-5539 for international callers.

Proofs of claim should be sent to, (i) if by first-class mail, at
the Life Partners Claims Processing Center, c/o Epiq Bankruptcy
Solutions, LLC, P.O. Box 4421 Beaverton, Oregon, 97076-4421, or
(ii) if by overnight mail or hand delivery, to Life Partners Claims
Processing Center, c/o Epiq Bankruptcy Solutions, LLC, 10300 SW
Allen Blvd, Beaverton, Oregon, 97005.

Importantly, Epiq cannot advise creditors or potential creditors
how to file, or whether one should file, a proof of claim.  In
addition, claims will be resolved via the Company's Plan of
Reorganization which is subject to Court approval.  While the
Company is working diligently to move through this process as
quickly as possible, there is no set date for when the Plan will be
filed or when claims will be reconciled and paid.

                        About Life Partners

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners, Inc.
has completed over 162,000 transactions for its worldwide client
base of over 30,000 high net worth individuals and institutions in
connection with the purchase of over 6,500 policies totaling over
$3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.  

The case is assigned to Judge Russell F. Nelms.  J. Robert Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.

LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case.  At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee.  On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in
LPHI's case.  The trustee is represented by Thompson & Knight LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.


LIME ENERGY: Court Grants Final OK of "Kuberski" Settlement
-----------------------------------------------------------
The United States District Court for the Northern District of
Illinois, Eastern Division, on July 7, 2015, entered an order
granting final approval of a settlement agreement with respect to
the litigation captioned Kuberski and Lawton v. Lime Energy Co.,
Case No. 12 C 7993 (consolidated with Case No. 13 C1708).

On Oct. 5, 2012, a shareholder derivative action captioned Kuberski
v. Lime Energy Co., et al., No. 12 C 7993 was filed in the Court.
On March 5, 2013, a second shareholder derivative action captioned
Lawton v. O'Rourke, et al., No. 13 C 1708 was filed in the Court.
On March 26, 2013, plaintiff in the Kuberski Action and plaintiff
in the Lawton Action moved to consolidate the two cases.  On April
9, 2013, the Court granted the motion to consolidate and appointed
two law firms, Bottini & Bottini, Inc. and The Rosen Law Firm,
P.A., as co-lead counsel for the Derivative Plaintiffs, and
appointed the law firm of Susman Heffner & Hurst LLP (now known as
Heffner & Hurst) as liaison counsel for the Derivative Plaintiffs.
The Court also ordered the Derivative Plaintiffs to file an Amended
Consolidated Complaint by May 9, 2013.

On May 9, 2013, the Derivative Plaintiffs filed a Consolidated
Amended Complaint.  The Consolidated Complaint alleged derivative
claims on behalf of Lime and against the Individual Defendants for
alleged breaches of fiduciary duties arising out of the
misreporting of revenue in the Company's financial statements for
the years ended 2008, 2009, 2010, and 2011, and the quarter ended
March 31, 2012, and the failure to file quarterly or annual
financial statements during the remainder of 2012.

On June 10, 2013, Defendants moved to dismiss the Consolidated
Complaint pursuant to Federal Rule of Civil Procedure 23.1 for
failure to make a demand on Lime's Board of Directors.  While the
motion to dismiss was pending, the Parties engaged in settlement
discussions, but those discussions were unsuccessful.  On
March 25, 2014, after full briefing on the motion, the Court issued
a memorandum opinion and order granting Defendants' motion and
dismissing the case with prejudice on the basis that the Derivative
Plaintiffs had failed to make a demand on Lime's Board of Directors
and had failed to establish that such a demand would have been
futile.  On April 22, 2014, the Derivative Plaintiffs moved for
reconsideration and for leave to amend.  On June 25, 2014, the
Court denied the Derivative Plaintiffs' motion in an oral ruling in
open court.  The Court entered judgment in favor of Defendants and
against the Derivative Plaintiffs on July 9, 2014.

On July 25, 2014, the Derivative Plaintiffs filed a notice of
appeal to the United States Court of Appeals for the Seventh
Circuit, challenging the Court's dismissal order and the Court's
denial of the Derivative Plaintiffs' motion for reconsideration and
for leave to amend.  On Aug. 14, 2014, pursuant to the Seventh
Circuit's mediation program, the Parties participated in a
court-ordered mediation conference.  Although the Parties did not
reach an agreement at that time, with the continued assistance and
involvement of the Seventh Circuit mediator, the Parties
continued their settlement discussions over a period of several
weeks.  Briefing on the appeal was suspended.

The Seventh Circuit mediator held a final telephonic conference
with the Parties on Oct. 8, 2014, at which time the Parties had
reached an agreement on most of the major settlement terms, but
continued to disagree on certain other terms of the settlement.
After that unsuccessful conference, however, the Parties agreed to
retain a private mediator, Jed D. Melnick, Esq. of JAMS, to
continue to explore whether agreement on all terms of a settlement
could be reached.  On Feb. 17, 2015, after further negotiations and
with the assistance of Mr. Melnick, the Parties reached a
settlement agreement.

The Court issued an order granting preliminary approval of the
proposed settlement by and among the Company, the plaintiffs and
all named individual defendants in the Derivative Suit on May 5,
2015.

                          About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com/-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy reported a net loss available to common stockholders of
$5.6 million in 2014, a net loss available to common stockholders
of $18.5 million in 2013 and a net loss of $31.8 million in 2012.

As of March 31, 2015, the Company had $53.81 million in total
assets, $38.04 million in total liabilities, $9.38 million in
contingently redeemable series C preferred stock, and $6.38 million
in total stockholders' equity.


MEG ENERGY: Bank Debt Trades at 2% Off
--------------------------------------
Participations in a syndicated loan under which MEG Energy Corp is
a borrower traded in the secondary market at 97.79 cents-on-the-
dollar during the week ended Friday, July 3, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
the July 10, 2015 edition of The Wall Street Journal.  This
represents a decrease of 0.49 percentage points from the previous
week, The Journal relates.  MEG Energy Corp pays 275 basis points
above LIBOR to borrow under the facility.  The bank loan matures on
March 16, 2020, and carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 3.


MERRIMACK PHARMACEUTICALS: Signs $40M Sales Agreement with Cowen
----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc. entered into a sales agreement with
Cowen and Company, LLC to sell shares of the Company's common
stock, par value $0.01 per share, having an aggregate sales price
of up to $40,000,000 through an "at the market offering" program
under which Cowen will act as sales agent.

In accordance with the terms of the Sales Agreement, Cowen will use
its commercially reasonable efforts consistent with its normal
trading and sales practices and applicable state and federal laws,
rules and regulations and the rules of NASDAQ to sell on the
Company's behalf all of the shares requested to be sold by the
Company.

The Company has no obligation to sell any of the Shares under the
Sales Agreement.  Either the Company or Cowen may at any time
suspend solicitations and offers under the Sales Agreement upon
proper notice to the other party.

The aggregate compensation payable to Cowen will be equal to 3% of
the gross proceeds from sales of the Shares sold by Cowen pursuant
to the Sales Agreement.

The Sales Agreement contains customary representations and
warranties, covenants of each party, and conditions to the sale of
any Shares by Cowen thereunder.  Additionally, each party has
agreed in the Sales Agreement to provide indemnification and
contribution against certain liabilities, including liabilities
under the Securities Act, subject to the terms of the Sales
Agreement.

The Company expects that the net proceeds from the Offering
together with its unrestricted cash and cash equivalents and
available-for-sale securities of $91.8 million as of March 31,
2015, and $66.5 million of net milestones related to MM-398 that
the Company anticipates receiving from Baxalta Incorporated,
Baxalta US Inc. and Baxalta GmbH in 2015, after offsetting payments
to PharmaEngine, Inc., and anticipated cost sharing reimbursements
from Baxalta, will enable the Company to fund its operations,
including continued investment in its research and development
pipeline, into the second quarter of 2016.  Because there is no
minimum offering amount required as a condition to close the
Offering, the actual total public offering amount is not
determinable at this time. Any revenues from sales of MM-398, if it
receives marketing approval, and any additional net milestones
related to MM-398 that the Company receives from Baxalta, after
offsetting milestone payments to PharmaEngine, would provide
further funding for the Company's operations.

Merrimack filed a Form S-3 registration statement with the
Securities and Exchange Commission, a copy of which is available at
http://is.gd/cNKEHy

                          About Merrimack

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

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

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


MISSISSIPPI PHOSPHATES: Committee Taps BRG as Substitute Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Mississippi Phosphates Corporation, et al., is asking the
U.S. Bankruptcy Court for the Southern District of Mississippi for
permission to retain Berkeley Research Group, LLC, as its
substitute financial advisor, nunc pro tunc to June 1, 2015.

The Court on Feb. 24, 2015, authorized the Committee to retain
Capstone Advisory Group, LLC, together with its wholly owned
subsidiary Capstone Valuation Services, LLC, to serve as its
financial advisor.

Effective as of June 1, 2015, many of Capstone's members and
employees, including the Capstone personnel involved in the cases,
joined BRG and ended their affiliation with Capstone.  To ensure
continuity of representation, the Committee has requested that BRG
substitute for Capstone as their financial advisors in the cases,
effective as of June 1, 2015, subject to the Court's approval.  The
terms of the proposed retention are identical in all material
respects to the retention of Capstone, and no less favorable to the
Debtors' estates.

BRG will perform financial advisory services that will be necessary
during the cases.

   a. monitor the Debtors' sale process and review offers received
for the Debtors' assets;

   b. advise and assist the Committee with respect to any
debtor-in-possession financing arrangements and use of cash;

   c. scrutinize cash disbursements on an on-going basis for the
period subsequent to the commencement of the cases.

The hourly rates of BRG's personnel are:

                                         2015
                                         ----
Managing Director                    $350 - $1,250
Director                             $475 - $640
Staff                                $250 - $475
Support Staff                        $125 - $325

The rates for the BRG professionals anticipated to be
assigned to the engagement are:

         Edwin Ordway                     $895
         Duncan Pickett                   $725
         Salman Tajuddin                  $510

As agreed with the Committee, in the event that our total fees
divided by actual hours charged exceeds $500/hour, the firm will
discount its submitted fee applications by the amount the Blended
Hourly Rate exceeds $500/hour multiplied by the actual hours
charged.

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

                   About Mississippi Phosphates

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material
used
in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and
Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy
protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27,
2014.  Judge Katharine M. Samson is assigned to the cases.

Mississippi Phosphates disclosed in its amended schedules, assets
of $98,949,677 and liabilities of $140,941,276 plus unknown
amounts.  Affiliates Ammonia Tank and Sulfuric Acid Tanks each
estimated $1 million to $10 million in both assets and
liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.

The U.S. Trustee for Region 5 appointed seven creditors of
Mississippi Phosphates Corp. to serve on the official committee of
unsecured creditors.  The Committee tapped to retain Burr & Forman
LLP as its counsel.



NEW LOUISIANA: July 21 Hearing on Baker Donelson as Counsel
-----------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana will convene a final hearing on  July
21, 2014, at 10:00 a.m., to consider the third amended application
of New Louisiana Holdings, LLC, et al., to employ the Law Firm of
Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. as counsel
nunc pro tunc to May 20, 2015.

The Court, in an order, authorized the Debtor to retain Baker
Donelson as their local counsel in all matters related to the
performance of duties as debtors-in-possession, on an interim basis
pending a final hearing.

Baker Donelson is expected to, among other things:

   1. advise the Debtors of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, and the Local
Rules, including without limitation Local Rule 2015-2;

   2. advise the Debtors of their duty to file monthly reports
required by applicable law, rule or regulation and will
specifically advise the Debtors of the potential consequences of
non-compliance;

   3. inform the Debtors that they may not pay any debt or
obligation owed by the Debtors on the date of the filing of the
petition; and

   4. advise the Debtors of the prohibition against the sale of any
of their assets outside the ordinary course of business without
leave of court.

                   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.



NORTEL NETWORKS: Committee Taps Berkeley as New Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on July 14, 2015 at 10:00 a.m., to consider the motion of
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Nortel Networks Inc., et al., for permission to retain
Berkeley Research Group, LLC, as its successor financial advisor
nunc pro tunc to June 1, 2015.

On Jan. 26, 2009, the Committee duly voted to retain Capstone
Advisory Group, LLC, as its financial advisor in connection with
the cases.  On March 5, 2009, the Court authorized the Committee to
retain Capstone.

Effective as of June 1, 2015, many of Capstone's members and
employees, including the Capstone personnel involved in the cases,
joined BRG and ended their affiliation with Capstone.  To ensure
continuity of representation, the Committee has requested that BRG
substitute for Capstone as their financial advisors in the cases,
effective as of June 1, 2015, subject to this Court's approval.
The terms of the proposed retention are identical in all material
respects to the retention of Capstone, and no less favorable to the
Debtors' estates and the Committee.

BRG will continue to provide financial advisory services to the
Committee and its legal advisors as they deem appropriate and
necessary in order to advise the Committee during the course of the
cases.  BRG intends to communicate regularly with the Committee and
its legal advisors to insure that the actual financial advisory
services performed are appropriate based on the status of the case
and needs of the Committee.

BRG will, among other things:

   i) advise and assist the Committee in its analysis and
monitoring of the Debtors' financial affairs, including without
limitation, schedules of assets and liabilities, statement of
financial affairs, periodic operating reports, analyses of
cash receipts and disbursements, analyses of cash flow forecasts,
analyses of intercompany transactions, analyses of trust
accounting, analyses of various asset and liability accounts,
analyses of cost-reduction programs, analyses of any unusual or
significant transactions between the Debtors and any other
entities, and analyses of proposed restructuring transactions;

  ii) monitor and analyze the Debtors' cash position, liquidity,
intercompany charges, and financial results versus forecast and
budget;

iii) assist and advise the Committee and counsel in reviewing and
evaluating any court motions, applications or other forms of relief
filed or to be filed by the Debtors, Canadian Debtors or any other
parties-in-interest.

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

The current standard hourly rates for BRG are:

                                         2015
                                         ----
         Managing Director            $350 - $1,250
         Director                     $475 -   $640
         Staff                        $250 -   $475
         Support Staff                $125 -   $325

The current standard hourly rates for the BRG professional staff
anticipated to be assigned to the engagement are:

         Christopher J. Kearns            $895
         Jay Borow                        $895
         Jeff Hyland                      $675
         Andrew Cowie                     $625

BRG will also request compensation for any time and expenses that
may be incurred in the performance of duty.

In a separate filing, L. Katherine Good, Esq., at the law firm of
Whiteford, Taylor & Preston LLC declared that she has served the
application of the Committee to retain Berkeley.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That same
day, the Monitor sought recognition of the CCAA Proceedings in U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of
the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


OCEAN RIG: Bank Debt Trades at 15% Off
--------------------------------------
Participations in a syndicated loan under which Ocean Rig is a
borrower traded in the secondary market at 84.71 cents-on-the-
dollar during the week ended Friday, July 3, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
the July 10, 2015 edition of The Wall Street Journal.  This
represents a decrease of 2.23 percentage points from the previous
week, The Journal relates. Ocean Rig pays 450 basis points above
LIBOR to borrow under the facility. The bank loan matures on July
17, 2021, and carries Moody's withdrawn rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 3.


ONE SOURCE: Authorized to Pay Chrysler Capital Adequate Protection
------------------------------------------------------------------
U.S. Bankruptcy Judge Russell F. Nelms has signed off on an agreed
order authorizing One Source Industrial Holdings, LLC, and One
Source Industrial LLC to grant adequate protection to Chrysler
Capital.

Chrysler Capital, as creditor, asserts a perfected purchase money
security interest in a total of eight Dodge Ram vehicles.
Creditors Ector County, Andrews County and Midland County have also
asserted an interest in the Vehicle on account of a tax lien.

As a condition for the use of the Vehicle, the Debtor will make
adequate protection payments to Chrysler totaling $1,903.93 monthly
beginning June 20, 2015 and will continue to pay on the 20th day of
each consecutive month until the Effective Date of Debtor's Chapter
11 Plan or as provided in any order regarding confirmation of the
Debtor's Chapter 11 Plan.  In the event that Debtor surrenders the
Vehicle or files a Chapter 11 Plan to surrender the Vehicle, the
automatic stay will immediately terminate as to the Vehicle.

                    About One Source Industrial

One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies.  One Source Industrial
Holdings holds equipment utilized by various related entities which
provide rental equipment and industrial services to businesses in
the oil and gas, refining, manufacturing, pipeline, shipping, and
construction industries.  Industrial provides executive management,
accounting, and overhead services for Holdings.

One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) on Dec. 16, 2014.  One Industrial
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-400038) on Jan. 4, 2015.  

Judge Russell F. Nelms presides over the Holdings' case.  J. Robert
Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok,
LLP, represents the Debtors.  The Debtors tapped EJC Ventures LP as
financial consultant.

The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.

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



ONE SOURCE: Court Allows Monthly Payments to U.S. Bank
------------------------------------------------------
U.S. Bankruptcy Judge Judge Russell F. Nelms has signed off on an
agreed order allowing One Source Industrial Holdings, LLC, and One
Source Industrial LLC to make monthly adequate protection payments
to U.S. Bank National Association.

Beginning May 25, 2015, and continuing on the 25th day of each
month thereafter, the Debtor will remit directly to U.S. Bank the
regular post-petition monthly contractual payments pursuant to the
Subject Loan.  The current contractual payment amount is $857,
which may be subject to change pursuant to the terms of the subject
loan.

The Debtor will remit directly to U.S. Bank the sum of $6,774,
which represents seven monthly Contract payments of $857 each for
the months of Oct. 25, 2014 through April 25, 2015, late fees in
the amount of $202, less a suspense balance credit of $126, plus
bankruptcy fees and costs of $525 and filing fees of $176, to be
paid to U.S. Bank.

                    About One Source Industrial

One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies.  One Source Industrial
Holdings holds equipment utilized by various related entities which
provide rental equipment and industrial services to businesses in
the oil and gas, refining, manufacturing, pipeline, shipping, and
construction industries.  Industrial provides executive management,
accounting, and overhead services for Holdings.

One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) on Dec. 16, 2014.  One Industrial
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-400038) on Jan. 4, 2015.  

Judge Russell F. Nelms presides over the Holdings' case.  J. Robert
Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok,
LLP, represents the Debtors.  The Debtors tapped EJC Ventures LP as
financial consultant.

The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.

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



ONE SOURCE: Okayed to Make Monthly Payments to Ally
---------------------------------------------------
U.S. Bankruptcy Judge Judge Russell F. Nelms has signed off on an
agreed order authorizing One Source Industrial Holdings, LLC, and
One Source Industrial LLC to grant adequate protection payments to
Ally Financial.

Ally Financial asserts a perfected purchase money security interest
in five Dodge Ram vehicles.  The Debtor will make adequate
protection payments of $2,150.94 monthly beginning Aug. 1, 2015 and
will continue to pay on the 1st day of each consecutive month until
the Effective Date of Debtor's Chapter 11 Plan or as provided in
any order regarding confirmation of the Debtor's Chapter 11 Plan.
In the event that Debtor surrenders the vehicles or files a Chapter
11 Plan to surrender the vehicles, the automatic stay will
immediately terminate as to the vehicles.

                       About One Source Industrial

One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies.  One Source Industrial
Holdings holds equipment utilized by various related entities which
provide rental equipment and industrial services to businesses in
the oil and gas, refining, manufacturing, pipeline, shipping, and
construction industries.  Industrial provides executive management,
accounting, and overhead services for Holdings.

One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) on Dec. 16, 2014.  One Industrial
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-400038) on Jan. 4, 2015.  

Judge Russell F. Nelms presides over the Holdings' case.  J. Robert
Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok,
LLP, represents the Debtors.  The Debtors tapped EJC Ventures LP as
financial consultant.

The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.

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



PACIFIC DRILLING: Bank Debt Trades at 20% Off
---------------------------------------------
Participations in a syndicated loan under which Pacific Drilling
Ltd. is a borrower traded in the secondary market at 80.25
cents-on-the- dollar during the week ended Friday, July 3, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in the July 10, 2015 edition of The Wall Street Journal.
This represents a decrease of 2.08 percentage points from the
previous week, The Journal relates. Pacific Drilling Ltd. pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 15, 2018, and carries Moody's B1 rating and
Standard & Poor's B+ rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended July 3.



PALOMAR HEALTH: Fitch Affirms 'BB+' Rating on Outstanding Debt
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on Palomar Health, CA's
(PH) outstanding debt.  The Rating Outlook is Stable.

SECURITY

The bonds are secured by a gross revenue pledge of the obligated
group (OG). The obligated group is comprised of PH's acute care
facilities as well as other healthcare related entities but
excludes Arch Health Partners (AHP), a medical foundation. AHP was
de-consolidated from the audit in fiscal 2014 (June 30 fiscal year
end) so the OG and the consolidated entity were the same in fiscal
2014.

KEY RATING DRIVERS

REBOUND IN FINANCIAL PERFORMANCE: Since Fitch's last rating review
in January 2015, PH continues to sustain its trend in improved
operating cash flow through the nine months ended March 31, 2015.
The improved financial performance to date has been driven by
increased volume, cost reductions (primarily reduction in force),
as well as the sale of non-core assets. Although liquidity has
improved from a low in fiscal 2013, liquidity metrics remain weak.

NON-INVESTMENT GRADE FINANCIAL PROFILE: After stabilizing its
performance in fiscal 2014, PH's financial profile is
characteristic of a non-investment grade credit with weak liquidity
and high debt burden. At March 31, 2015, PH had 80.5 days cash on
hand and 23.5% cash to debt (revenue bonds only). Operating EBITDA
margins compare favorably against the non-investment grade medians
with a 10.6% operating EBITDA margin through the nine months ended
March 31, 2015 and 10.2% in fiscal 2014, which led to adequate MADS
coverage of 1.8x and 1.7x, for the respective time periods.

SIGNIFICANT CAPITAL INVESTMENT COMPLETE: In August 2012, PH opened
its 288-bed Palomar Medical Center (PMC) in Escondido, California.
The opening and subsequent relocation of most service lines from
its downtown campus to PMC was the centerpiece of PH's significant
$1.06 billion facilities master plan. PH has an agreement with
Kaiser Permanente (rated 'A+') to provide bed capacity, and Kaiser
volume has consistently been under budget although it has recently
increased. PH recently made an announcement that it will close its
downtown facility and consolidate the services to its other two
campuses, which Fitch views favorably. This is expected to result
in approximately $20 million of annual savings. The consolidation
of services is expected to be complete by the end of the year and
PH is evaluating options for the downtown facility.

GOOD MARKET POSITION: Fitch believes PH's main credit strength is
its location in North San Diego County, which makes it an
attractive partner in any plans to develop a larger regional
network and delivery model that is able to manage population
health. In addition, PH has significantly invested in its medical
foundation, AHP, which provides a primary care base that will be
integral in care coordination.

RATING SENSITIVITIES

SUSTAINED SOLID OPERATING CASH FLOW: The maintenance of the current
rating is dependent on Palomar Health's ability to sustain its
solid operating cash flow due to additional operational initiatives
that are underway. Despite the large investment in its facilities
master plan, continued pressure on capital spending will likely
hinder liquidity growth. These include the ongoing strategic
investments in Arch Health Partners as well as potential pressure
to build out shelled space capacity at Palomar Medical Center due
to the consolidation of services. A reversal in improvement in
operating cash flow or a decline in liquidity would likely result
in negative rating pressure.

CREDIT PROFILE

PH is a California hospital district that operates three hospitals
in northern San Diego County. For fiscal 2014, PH's consolidated
audited results excluded its medical foundation, AHP (80 physicians
and 10 physician extenders), and numbers for fiscal 2013 were
restated for comparative purposes. Total operating revenue in
fiscal 2014 was $628 million. There was a change in executive
leadership as of August 2014 with the prior CFO promoted to CEO. A
strategic planning process is underway for the system.

Rebound in Financial Performance

PH implemented several turnaround initiatives to stem the losses
from fiscal 2013 due to challenges with the transition to its new
facility in August 2012. The benefits from these initiatives were
realized in fiscal 2014 with a $17 million improvement in operating
cash flow driven mainly by a reduction in force. PH continues to
focus on reducing its cost per adjusted discharge with plans to
lower this further in fiscal 2015. In fiscal 2014, operating income
was negative $26.2 million compared to negative $36.2 million the
prior year and operating losses are primarily driven by high
depreciation and interest expense. Operating cash flow is solid
with operating EBITDA margin of 10.2% in fiscal 2014 compared to
7.7% in fiscal 2013 and 10.6% for the nine months ended March 31,
2015. PH has budgeted an operating EBITDA margin of 12.1% for
fiscal 2015 and ongoing operational initiatives include improved
patient throughput, reduction in cost per adjusted discharge,
supply savings, as well as further reduction in labor costs. PH is
slightly behind budget for the nine months ended March 31, 2015 but
expects to meet its full year budget by fiscal year end.

Opening of Palomar Medical Center

In August 2012, PH opened its new 288-bed Palomar Medical Center
(PMC) in North San Diego County and successfully relocated the
majority of its service lines to the new hospital from its downtown
Escondido facility. PMC was the key component of PH's sizable $1.06
billion facilities master plan, which also included expanding its
Pomerado Hospital (Pomerado) in Poway and building outpatient
satellite clinics. PH has a total of 629 licensed acute care beds
and all the acute care facilities are seismically compliant.

PH announced in late June that it will be closing its downtown
facility, which maintained a stand-by emergency department, labor
and delivery, behavioral, and acute rehab service lines. These
service lines will be consolidated into PMC or Pomerado by the end
of the year, and PH will likely maintain urgent care services
downtown. Fitch views this decision favorably as it better utilizes
the resources within the system and should result in $20 million of
annual savings.

Volume growth has consistently missed budgeted expectations
especially with its agreement with Kaiser. However, year over year
growth has improved especially with more obstetric and surgery
volume from Kaiser. In fiscal 2014, admissions were up 8% from
prior year and through the nine months ended March 31, 2015,
admissions were up 5.4% from the same prior year period. PH's bed
capacity agreement with Kaiser expires in 2020 with an upcoming
renewal date in mid 2015 that will decide if either/both parties
want to extend the agreement beyond 2020.

Investment in Arch Health Partners

AHP is a medical foundation located in Poway, CA with nine other
locations in the service area. PH is the sole corporate member of
AHP and aligned with the medical foundation in 2010. PH has
provided significant support to AHP over the last two years and
ongoing support is expected, which will likely hinder liquidity
growth.

Weak Liquidity

As of March 31, 2015, unrestricted cash and investments totaled
$137.8 million, which equated to 80.5 days cash on hand and 23.5%
cash to debt, which is a slight improvement from fiscal 2013 with
73.3 days and 20.6% cash to debt. PH remains challenged by high
accounts receivable with 73.1 days in accounts receivable as of
March 31, 2015 and there is new oversight in revenue cycle, which
should improve cash collections.

PH's days cash on hand covenant calculation excludes interest
expense from total expenses and the bond covenant calculation for
fiscal 2014 was 91 days, above the 80 days cash on hand covenant
for the series 2006 insured bonds (65 days cash on hand covenant
for uninsured bonds). Management expects to be above 90 days cash
on hand (per bond covenant calculation) at FYE 2015.

High Debt Burden

PH has a very high debt burden due to the funding of its facilities
master plan. As of June 30, 2014, total debt outstanding was $1.1
billion and included $560 million of revenue bonds and $574 million
of general obligation (GO) bonds. Fitch rates the GO bonds 'A+'.
The revenue bonds are 68% fixed rate and 32% variable rate (auction
mode; series 2006). MADS of $41.4 million accounted for 6.6% of
total revenue in fiscal 2014 compared to the non-investment grade
median of 4%.

PH has three fixed payor interest rate swaps with Citi related to
the series 2006 bonds and the swaps are insured by Assured
Guaranty. There are currently no collateral posting requirements,
but requirements would be implemented if Assured Guaranty's rating
falls below the 'A' category and would be at a zero threshold based
on PH's current rating. The mark to market valuation as of June 30,
2014 was negative $26.5 million. In addition, there is an
additional termination event if Assured Guaranty's rating falls
below 'BBB'.

Property Tax Revenue

As a California hospital district, PH receives unrestricted
property tax revenues from a fixed share of the 1% property tax
levied by the County of San Diego on all taxable real property in
PH's boundaries. PH received $13.5 million and $12.9 million in
unrestricted property tax revenues in fiscal 2014 and 2013,
respectively. This tax revenue is included in other operating
revenue. PH also receives ad valorem tax revenues generated by the
separate voter-approved tax levy that is pledged solely for the
payment of principal and interest on PH's series 2005, 2007, 2009,
and 2010 GO bonds. Fitch's financial analysis excludes the GO bonds
and related property tax revenue and interest expense.

Disclosure

PH covenants to provide annual audited financial reports and
unaudited quarterly financial statements to bondholders. Quarterly
information, including a balance sheet, income statement, and
statement of changes in net assets will be provided within 45 days
after the end of each of the first three fiscal quarters.

Outstanding Palomar Health, CA Debt:

-- $159,647,000 COPs series 2010;
-- $228,970,000 COPs series 2009;
-- $171,731,000 COPs series 2006A-C.



PROSPECT SQUARE: Proposes to Pay $12.2-Mil. to MSCI
---------------------------------------------------
Prospect Square 07 A, LLC, and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Colorado to approve a
settlement with MSCI2007-IQ16 RETAIL 9654, LLC.

The Settlement Agreement provides for the Debtors to pay MSCI the
sum of $12,200,000.  In exchange, MSCI agreed it will not conduct a
foreclosure sale of the Property, will not execute on any judgment
entered in the Guarantor Case, and will not enforce the Original
Settlement Agreement.

In conjunction with the Settlement Agreement, the Debtors entered
into a new Agreement for Purchase and Sale of Real Property with
ACF Property Management, Inc., for a purchase price of
$12,200,000.

The parties believe that the Settlement Agreement represents a
global and reasonable resolution of the issues that are involved in
the bankruptcy case, receivership, and foreclosure.  The Debtors
assert that the Settlement Agreement will save all parties the cost
and expense of continuing litigation and that it will also result
in a work-out between the parties and a consensual sale of the
Property.  The Debtors add that in the interest of saving fees and
costs of litigation, as well as resolving the indebtedness and
future of the Property, approval of the Settlement Agreement is
appropriate.

The Debtors are represented by:

          Lee M. Kutner, Esq.
          Leigh A. Flanagan, Esq.
          KURTNER BRINEN GARBER, P.C.
          1660 Lincoln Street, Suite 1850
          Denver, CO 80264
          Telephone: (303)832-2400
          Facsimile: (303)832-1510
          Email: lmk@kurtnerlaw.com
                 laf@kurtnerlaw.com

                 About Prospect Square

Prospect Square 07 A, LLC, and related entities sought Chapter 11

bankruptcy protection from creditors (Bankr. D. Colo. Lead
Case
No. 14-10896) in Denver on Jan. 29, 2014.



Prospect Square 07 A is a Single Asset Real Estate as defined
in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690

Colerain Avenue, Cincinnati, Ohio.  The Debtor listed $16
million
in assets and more than $12 million in liabilities.  Lee
M.
 Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver,
serves as
the Debtors' counsel.



Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James
T.
 Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus
Williams 
Young & Zimmermann LLC.



The U.S. Trustee for Region 19 said that no committee of unsecured

creditors for the case was formed since there were too few

creditors who are willing to serve on the committee.



RIENZI & SONS: Alma Bank Balks at Continued Use Cash Collateral
---------------------------------------------------------------
Alma Bank, a secured creditor of Rienzi & Sons, Inc., objected to
Rienzi's motion seeking authorization to use Alma Bank's cash
collateral.

According to Alma Bank, the motion must be denied because, among
other things:

   A. the motion contends that Alma Bank's secured claim is
$1,000,000, instead of $4,100,000;

   B. the preceding cash collateral orders improperly subjected
Alma Bank's collateral to carve outs in favor of professionals in
the case;

   C. there is no evidence that proposed replacement lien for Alma
Bank is the indubitable equivalent of Alma Bank's collateral; and

   D. the existing orders fail to adequately describe Alma Bank's
existing collateral and replacement collateral.

As reported in the Troubled Company Reporter on May 28, 2015, the
U.S. Bankruptcy Court for the Eastern District of New York
authorized, on a third interim basis, the Debtor's use of
cash collateral in which Alma Bank asserts an interest.

As reported in the TCR on March 17, 2015, the current outstanding
secured obligation to Alma Bank is $1 million.  The Debtor has
about $2.0 million inventory and about $500,000 in accounts
receivable.  Further, the Debtor has about $2.5 million equipment.

Accordingly, the Debtor tells the Court that Alma Bank is
significantly oversecured.  To adequately protect Alma Bank with
respect to the cash collateral utilized during its case, the Debtor
proposes to maintain the value of its business though payment of
the normal monthly expenditures in general accord
with the budget.  Furthermore, the Debtor proposes to pay Alma Bank
monthly interest of $4,500.

As adequate protection for the Debtor's use of cash collateral, the
Debtor will grant replacement liens in all of its prepetition and
postpetition assets and proceeds, to the extent that Alma Bank has
a valid security interests in those prepetition assets on the
Petition Date and in the continuing order of priority that existed
as of the Petition Date.

The replacement liens will be subject and subordinate only to: (i)
the claims of Chapter 11 professionals; (ii) U.S. Trustee fees
pursuant to 28 U.S.C. Section 1930 and 31 U.S.C. Section 3717
and any Clerk's filing fees; (iii) fees and expenses incurred in
connection with any investigation of the nature, extent and
validity of Citibank's or Grant's liens and security interests in
an amount not to exceed $10,000; (iv) the fees and commissions of a
hypothetical Chapter 7 trustee in an amount not to exceed $10,000;
and (v) the recovery of funds or proceeds from the successful
prosecution of avoidance actions pursuant to Sections 502(d), 544,
545, 547, 548, 549, 550 or 553 of the Bankruptcy Code.

                    About Rienzi & Sons

Rienzi & Sons filed a Chapter 11 bankruptcy petition
(Bankr.E.D.N.Y. Case No. 15-40926) on March 3, 2015. The
petition wassigned by Michael Rienzi as president.  The Debtor
disclosed assets of approximately $13,349,383 and total liabilities
of $24,965,511.

Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon
Stoll Bader & Nadler P.C., serve as counsel to the Debtor.  Judge
Nancy Hershey Lord presides over the Chapter 11 case.

Lender Alma Bank consented to the interim use of cash collateral.
Wayne Greenwald, P.C., represents Alma Bank.

The U.S. Trustee for for Region 2 appointed five creditors to serve
in the Official Committee of Unsecured Creditors.  Klestadt Winters
Jureller Southard & Stevens LLP represents the Committee.



RKI EXPLORATION: S&P Puts 'B' CCR on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B' corporate credit rating, on Oklahoma-based
exploration and production (E&P) company RKI Exploration &
Production LLC on CreditWatch with positive implications.

"We expect to resolve the CreditWatch around the time of the
acquisition's closing, which the companies expect to occur in the
third quarter of 2015," said Standard & Poor's credit analyst
Christine Besset.

The CreditWatch placement on RKI reflects the potential for an
upgrade following the close of its acquisition by higher-rated WPX.
WPX has announced that it will refinance RKI's debt at the closing
of the transaction.

The resolution of the CreditWatch placement will depend on the
successful closing of the transaction as contemplated.  S&P expects
to resolve the CreditWatch listing around the close of the
acquisition, which the companies expect to occur during the third
quarter of 2015.



SABINE OIL: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.
     ------                                      --------
     Sabine Oil & Gas Corporation                15-11835
        aka Forest Oil Corporation
     1415 Louisiana, Suite 1600
     Houston, TX

     Giant Gas Gathering LLC                     15-11836

     Sabine Bear Paw Basin LLC                   15-11837

     Sabine East Texas Basin LLC                 15-11838

     Sabine Mid-Continent Gathering LLC          15-11839

     Sabine Mid-Continent LLC                    15-11840

     Sabine Oil & Gas Finance Corp.              15-11841

     Sabine South Texas Gathering LLC            15-11842

     Sabine South Texas LLC                      15-11843

     Sabine Williston Basin LLC                  15-11844

Type of Business: An independent energy company engaged in the
                  acquisition, production, exploration, and
                  development of onshore oil and natural gas
                  properties in the U.S.

Chapter 11 Petition Date: July 15, 2015

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

Debtors' Counsel: Jonathan S. Henes, Esq.
                  Paul M. Basta, Esq.
                  Christopher Marcus, Esq.
                  KIRKLAND & ELLIS LLP
                  KIRKLAND & ELLIS INTERNATIONAL LLP
                  601 Lexington Avenue
                  New York, NY 10022-4675
                  Tel: (212) 446-4927
                  Fax: (212) 446-4900
                  Email: jhenes@kirkland.com
                         paul.basta@kirkland.com
                         christopher.marcus@kirkland.com

                     - and -

                  James H.M. Sprayregen, Esq.
                  Ryan Blaine Bennett, Esq.
                  Brad Weiland, Esq.
                  KIRKLAND & ELLIS LLP
                  KIRKLAND & ELLIS INTERNATIONAL LLP
                  300 North LaSalle Street
                  Chicago, Illinois 60654
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200
                  Email: james.sprayregen@kirkland.com
                         ryan.bennett@kirkland.com
                         brad.weiland@kirkland.com

Debtors'          Joff Mitchell
Resturcturing     Jesse DelConte
Advisors:         ZOLFO COOPER
                  Grace Building
                  1114 Avenue of the Americas, 41st Floor
                  New York, NY 10036
                  Tel: 212.561.4000
                  Fax: 212.213.1749

Debtors'          LAZARD FRERES & CO. LLC
Investment
Banker:

Debtors'          PRIME CLERK LLC
Claims, Notice
and Balloting
Agent:

Total Assets: $2.4 billion as of May 31, 2015

Total Debts: $2.9 billion as of May 31, 2015

The petition was signed by David J. Sambrooks, chief executive
officer.

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wilmington Savings Fund Society,   Unsecured Notes   $577,914,000
FSB
Attn Bankruptcy Dept
500 Delaware Avenue
Wilmington, de 19801
Fax: 302-421-9137
Tel: 302-888-7420

Bank of New York Mellon Trust      Unsecured Notes   $350,000,000
Company, N.A.
Attn Bankruptcy Dept
101 Barclay st
FL 4 East
New York, NY 10286
Tel: 212-495-1784

Delaware Trust Company             Unsecured Notes   $222,057,000
Attn Bankruptcy Dept
2711 Centerville Road
Wilmington, DE 19808
Fax: 877-374-6010
ext. 62412; 302-636-8666
Tel: 302-636-8666

El Rucio Land & Cattle Co. Inc.    Litigation Claim   $23,000,000

Jon Christian Amberson, P.C.
2135 East Hildebrand Ave.
San Antonio, TX 78209
Tel: 210-826-3339

John F. Carroll
Attorney At Law
111 West Olmos Dr.
San Antonio, TX 78212
Tel: 210-829-7183

Fernando Mancias
Law Offices of Fernando G. Mancias, P.L.L.C
1305 East Nolana Loop Ste A
McAllen, TX 78504
Tel: 956-686-0385

Baker Hughes                          Trade Payable    $2,294,560  
    
Attn: Alan Crain
senior vice president, chief
legal and governance officer
2929 Allen Parkway
Suite 2100
Houston, TX 77019-2118
Email: alan.crain@bakerhughes.com
Tel: 713-439-8600

Premier Vacuum Service Inc.           Trade Payable      $570,275
Attn: President or General Counsel
303 S 5th St
Kingsville, TX 78363
Email: premiervacuum@yahoo.com
Fax: 361-592-4224
Tel: 361-221-9509

Globe Energy Services LLC             Trade Payable      $560,195
Attn: Troy Botts, CEI & President
3204 West Highway 180
Snyder, TX 79549
Fax: 325-574-2639
Tel: 325-573-1310

Geonix LP                             Trade Payable      $485,157
Attn: President or General Counsel
2008 North Longview Street
Kilgore, TX 75662
Tel: 903-983-3249

Bigfoot Energy Services LLC            Trade Payable     $303,374
Attn: Doug Gile, General Manger
312 w Sabine
Carthage, tx 75633
Email: jspurlock@bigfootenergyservices.com
Fax: 903-898-2256
Tel: 903-693-2206

M-I LLC                                Trade Payable     $280,193
Attn: General Counsel
5950 North Course Drive
Houston, TX 77072
Fax: 832-295-2560
Tel: 832-295-2559

Maverick Well Service LLC              Trade Payable     $277,613
Attn: Karl Edmonds, Owner
300 FM 1252 East
Kilgore, TX 75662
Fax: 903-984-4358
Tel: 903-983-6050

Precision Excavating Services          Trade Payable     $272,587
Attn: President or General Counsel
1734 County Road 186 E
Kilgore, TX 75662
Email: precisionexcavating1@yahoo.com
Fax: 903-984-5385
Tel: 903-987-1478

Basic Energy Services LP               Trade Payable     $268,187
Attn: T.M. "Roe" Patterson, President,
Chief Executive Officer and Director
801 Cherry Street, suite 2100
Forth Worth, TX 76102
Email: info@basicenergyservices.com
Tel: 817-334-4100

Aegis Chemical Solutions LLC            Trade Payable    $263,833
Attn: President or General Counsel
4560 Kendrick Plaza DR #190
Houston, TX 77032
Email: info@aegischemical.com
Tel: 855-532-2033

Unit Drilling Company                   Trade Payable    $256,652
Attn: President or General Counsel
Department 247
Tulsa, OK 74182
Fax: 918-493-7711
Tel: 918-493-7700

Microseismic Inc.                       Trade Payable    $250,097
Attn: President or General Counsel
10777 Westheimer, Suite 500
Email: billing@microseismic.com
Fax: 713-781-2326
Tel: 713-781-2323

Pinnergy Ltd                            Trade Payable    $249,533

Sabine Pipe Inc.                        Trade Payable    $224,066

Key Energy Services Inc.                Trade Payable    $223,879

Reef Services LLC                       Trade Payable    $217,963

Supreme Production Servs Inc.           Trade Payable    $213,631

ACE Consulting Services Inc.            Trade Payable    $209,767

Newpark Drilling Fluids LLC             Trade Payable    $198,327

Priority Energy Holdings LLC            Trade Payable    $191,442

NCS MultiStage, LLC                     Trade Payable    $187,148

XCHEM                                   Trade Payable    $185,057

Global Vessel & Tank                    Trade Payable    $182,548

Cactus Wellhead LLC                     Trade Payable    $169,659

Monument Resources LLC                  Trade Payable    $160,183

TKO Rentals & Services LLC              Trade Payable    $155,979

Magnum Services Inc.                    Trade Payable    $150,867

5J Oilfield Services, LLC               Trade Payable    $140,000

Presser Construction Inc.               Trade Payable    $139,192

Omni Industrial Solutions LLC           Trade Payable    $138,605

Alinet Corporation                      Trade Payable    $137,167

Weatherford Artifical Lift              Trade Payable    $128,880

Casedhole Solutions Inc.                Trade Payable    $127,750

Freeman Mills PC                        Trade Payable    $123,997

Simmons Petroleum                       Trade Payable    $121,765

Asset Risk Management LLC               Trade Payable    $118,615

Dnow LP                                 Trade Payable    $116,459

Canrig Drilling Technology Ltd.         Trade Payable    $115,823

Valley Plains, LLC                      Trade Payable    $108,170

Commercial Electric Co.                 Trade Payable    $105,048

Courtney Construction Inc.              Trade Payable    $102,721

Exterran Partners LP                    Trade Payable     $97,847

Energy Completion Services LP           Trade Payable     $97,165

J-W Power Company                       Trade Payable     $95,677

Quail Tools LP                          Trade Payable     $92,718

Quality Foamer                          Trade Payable     $91,842


SEADRILL LTD: 2021 Bank Debt Trades at 25% Off
----------------------------------------------
Participations in a syndicated loan under which Seadrill Ltd. is a
borrower traded in the secondary market at 75.53 cents-on-the-
dollar during the week ended Friday, July 3, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
the July 10, 2015, edition of The Wall Street Journal.  This
represents a decrease of 1.91 percentage points from the previous
week, The Journal relates. Seadrill Ltd. pays 300 basis points
above LIBOR to borrow under the facility.  The bank loan matures on
February 17, 2021, and carries Moody's Ba3 rating and Standard &
Poor's BB- rating.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 3.


SEARS HOLDINGS: Inks Master Lease Agreement with Seritage
---------------------------------------------------------
Sears Holdings Corporation completed on July 7, 2015, the
previously announced transactions in which it sold 234 of its owned
properties, one of its ground leased properties and its 50% per
cent joint venture interests in 31 properties owned by three joint
ventures to Seritage Growth Properties, L.P, and the operating
subsidiary of the recently formed Seritage Growth Properties, a
Maryland real estate investment trust, for cash proceeds of $2.72
billion.  

The Transaction was partially financed through the distribution of
subscription rights to purchase Class A common shares of beneficial
interest, par value $0.01 per share, to holders of shares of common
stock of Sears Holdings.  Additional financing for the Transaction
was generated through private placements of Class A common shares
to subsidiaries of Simon Property Group, Inc. and General Growth
Properties, Inc., as well as agreements with ESL Partners, L.P. and
Edward S. Lampert and Fairholme Capital Management L.L.C. to
exchange a portion of their subscription rights and the exercise
price therefor for, in the case of ESL, limited partnership units
of Operating Partnership and Class B non-economic common shares of
beneficial interest, par value $0.01 per share, and, in the case of
Fairholme, Class C non-voting common shares of beneficial interest,
par value $0.01 per share.

The Rights Offering expired on July 2, 2015.  According to reports
from Computershare Trust Company, N.A., the subscription agent for
the Rights Offering, the offering was 97.3% subscribed on a primary
basis and 125.5% subscribed including oversubscriptions.

                       Master Lease Agreement

Subsidiaries of Seritage Growth and subsidiaries of Sears Holdings
entered in to a Master Lease Agreement, pursuant to which most of
the properties sold to Seritage in the Transaction and the space
therein has been leased under the Master Lease to Sears Holdings.
The Master Lease generally is a triple net lease with respect to
all space which is leased thereunder to Sears Holdings, subject to
proportionate sharing by Sears Holdings for repair and maintenance
charges, real property taxes, insurance and other costs and
expenses which are common to both the space leased by Sears
Holdings and other space occupied by unrelated third-party tenants
in the same or other buildings pursuant to third-party leases,
space which is recaptured pursuant to Seritage's recapture rights
and all other space which is constructed on the properties.  Sears
Holdings' obligation to pay rent and all other amounts payable
under the Master Lease are absolute and unconditional, subject only
to certain exceptions provided in the Master Lease.

                         Term and Renewals

The Master Lease has an initial term of 10 years.  Sears Holdings
has three options for five-year renewals of the term and a final
option for a four-year renewal.  The Master Lease is a unitary,
non-divisible lease as to all properties, with Sears Holdings'
obligations as to each property cross-defaulted with all
obligations of Sears Holdings with respect to all other
properties.

                   Rental Amounts and Escalators

The aggregate rent for all of the Acquired Properties is initially
approximately $134 million.  In each of the initial and first two
renewal terms, after the first lease year, the annual rent will be
increased by 2% per annum (cumulative and compounded) for each
lease year over the rent for the immediately preceding lease year.
For the third and fourth renewal options, rent for the renewal
periods will be set at the commencement of the renewal period at a
fair market rent determined based on a customary third-party
appraisal process, taking into account all the terms of the Master
Lease and other relevant factors, but in no event will the renewal
rent be less than the rent payable in the immediately preceding
lease year.

Seritage may at its election, for administrative, technical or
other reasons from time to time separate and remove from the Master
Lease any of the leased premises and cause Sears Holdings to enter
into new leases for those premises.  In those cases, the rent will
be adjusted under the Master Lease to reflect the removal of those
leased premises, and the new leases will be for the rent
attributable to the removed premises, and for the remaining term
and otherwise on the same terms and conditions as the Master Lease.
If the lessor under any new leases is Sears Holdings or an
affiliate, those new leases will be cross-defaulted with the Master
Lease, but not otherwise.

                          Recapture Rights

Upon compliance with a prescribed notice period, Seritage has a
recapture right with respect to approximately 50% of the space
within the stores, in addition to all of any automotive care
centers which are free-standing or attached as "appendages" to the
Stores, and all outparcels or outlots, as well as certain portions
of parking areas and common areas, at the Acquired Properties
leased to Sears Holdings under the Master Lease, except as set
forth in the Master Lease, for no additional consideration.  Upon
exercising Seritage's recapture right with respect to a property,
Sears Holdings will be required after a certain time period to
vacate such recaptured space, and Seritage must pay all costs and
expenses for the separation of the recaptured space from the
remaining Sears Holdings space and will then have the ability to
reconfigure and rent such space for Seritage's own account to one
or more third-party tenants Seritage selects and on terms Seritage
determines.  

With respect to 21 stores identified in the Master Lease, Seritage
has the further additional right to recapture 100% of the space
within the Sears Holdings main store located on each of 21
identified Acquired Properties, effectively terminating the Master
Lease with respect to those properties.  Seritage will be required
to provide notice and make a lease termination payment to Sears
Holdings equal to the greater of an amount specified in the Master
Lease or an amount equal to 10 times the adjusted earnings before
interest, taxes, depreciation, and amortization attributable to
such space within the Sears Holdings main store which is not
attributable to the space subject to the separate 50% recapture
right discussed above for the 12-month period ending at the end of
the fiscal quarter ending immediately prior to recapturing such
space.  In the event of such a recapture of an entire property and
any subsequent re-leasing of such property, if the property has
store space that is suitable for a Sears Holdings store that
Seritage will be seeking to lease to a third party, Sears Holdings
will have the right of first offer to lease such store space on
terms set forth in the Master Lease.  The 50 property limit on the
exercise of recapture rights during any lease year does not apply
to this additional recapture right.

                  Sears Holdings' Termination Rights

The Master Lease also provides for certain rights of Sears Holdings
to terminate the Master Lease with respect to Acquired Properties
that cease to be profitable for operation by Sears Holdings.
Specifically, Sears Holdings also has the right to terminate the
Master Lease with respect to an Acquired Property where the fixed
rent attributable to such Acquired Property exceeds Sears Holdings'
earnings before interest, taxes, depreciation, amortization and
rent costs attributable thereto for any 12-month period beginning
after the commencement of the lease and ending at the end of the
most recent fiscal quarter.  In order to terminate the Master Lease
with respect to a certain property, Sears Holdings must make a
payment to Seritage of an amount equal to one year of rent with
respect to such property.  That termination right, however, is
limited so that it will not have the effect of reducing the fixed
rent under the Master Lease by more than 20% per annum.  Once a
property qualifies for this termination right, if the 20% annual
limitation would prevent the exercise of the termination right,
such property continues to be eligible for termination in the next
period.

                         Other Provisions

Sears Holdings is obligated to continuously operate a Sears
Holdings store of a minimum size specified in the Master Lease on
each of the Acquired Properties where those stores operate
currently, subject to the recapture and termination rights provided
above.  The Master Lease also contains customary provisions
contained in master triple net leases governing the leasing of
retail properties, including, among others, with respect to
maintenance, restoration in the event of casualty and condemnation,
cross-default with respect to each property in the separate Master
Leases, indemnification and assumption of risk of loss, alterations
and insurance.  The Master Lease contains customary provisions for
the protection of mortgagees, including a provision requiring the
parties to enter into a subordination, nondisturbance and
attornment agreement.

A copy of the Master Lease Agreement is available at:

                       http://is.gd/G6QA3x

                           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.


SIGNAL INTERNATIONAL: Files for Ch. 11 With Plan and Sale Deal
--------------------------------------------------------------
Offshore drilling rig services provider Signal International Inc.
has sought bankruptcy protection with a deal with lenders and
former employees on a sale of substantially all assets by November
and filing of a Chapter 11 plan that provides some recovery for
unsecured creditors.

Retirement Systems of Alabama, which owns 47.44% of the stock, has
agreed to purchase the assets of Signal and is providing financing
to fund the Chapter 11 case.

RSA will serve as stalking horse bidder at an October auction for
the assets.  It will be entitled to credit bid all amounts
outstanding under the DIP facility it is providing to the Debtors.

The Debtors have experienced liquidity constraints due in large
part to a decline in oil and gas prices, resulting in a slowdown of
drilling operations in the Gulf region that directly impacts the
demand for Signal's oil and gas equipment and marine services. In
addition, the Debtors have incurred significant legal fees and
expenses defending several pending litigations in New York, Texas,
and Louisiana.

The Debtors have reached with lenders and litigation plaintiffs a
Plan Support Agreement with goals of (i) effectuating a sale of
substantially all of Signal's assets to the highest and/or
otherwise best bidder to permit the business to continue as a going
concern and (ii) consummating a chapter 11 plan that provides for a
meaningful distribution to Signal's unsecured creditors.

                       Lawsuits From Workers

Signal is facing lawsuits on allegations that immigrants tapped to
help with the cleanup of oil rigs and other installations after
Hurricane Katrina were housed in harsh and unsanitary conditions.
On May 11, 2015, the Louisiana District Court entered judgment
against Signal totaling $12 million plus fees for various claims
relating to the recruitment and treatment of five former workers.
There remain 11 pending lawsuits against Signal in which 227 other
former workers ("H-2B Workers") have alleged similar claims.

Signal says a "vast majority" of the former workers have signed the
Plan Support Agreement and it expects more litigation plaintiffs to
join the PSA.  Absent chapter 11, Signal says it is possible that
any number of other H-2B Workers who have not yet taken action
against Signal may institute litigation against it.  Thus, Signal
needs the chapter 11 process to sell its assets free and clear of
these contingent claims.

Signal has incurred approximately $20 million in litigation fees
and expenses since 2008.

                     Outstanding Obligations

The Debtors have approximately $102,411,753 in assets, including:
(i) as of May 31, 2015, $68,678,657 (book value) in property,
plants, and equipment; (ii) as of May 31, 2015, $2,833,096 in
accounts receivable; and (iii) as of the Petition Date,
approximately $450,000 in cash on hand.  Additionally, Signal
International Texas, L.P., is the holder of a promissory note in
the principal amount of $29,900,000 to SI Texas due on or before
Oct. 3, 2019 (the "Texas Note") issued by Westport Orange Shipyard,
LLC, in a sale transaction in October 2014.

As of the Petition Date, the Debtors had outstanding obligations
under:

   (i) a term loan with an outstanding principal amount of
approximately $70.1 million plus all other amounts outstanding (the
"First Lien Debt") under that certain Credit Agreement, dated as of
Jan. 31, 2014 among SI Inc., as borrower, the Teachers' Retirement
System of Alabama ("TRSA"), as administrative agent (in such
capacity, the "First Lien Agent"), the TRSA and the Employees'
Retirement System of Alabama ("ERSA"), as lender parties thereto,
and SI LLC, SSR, SI GP, and SI Texas, as guarantors;

  (ii) other secured obligations totaling approximately $1.3
million arising from certain equipment lease agreements and/or
promissory notes;

(iii) a judgment claim in the approximate amount of $4 million
held by Max Specialty Insurance Company; and

(iv) judgment claims held by 5 former workers totaling
approximately $12 million plus costs, fees and expenses.

In addition, the Debtors have approximately $11 million in trade
and other unsecured debt.  In connection with the First Lien Debt,
the Debtors have granted the First Lien Agent liens on
substantially all of the Debtors' assets as security for their
obligations under the First Lien Credit Agreement.

                             The RSA

The Plan Support Agreement provides for (i) an open market sale of
substantially all of Signal's assets with the RSA serving as
stalking horse bidder, (ii) a distribution to the Litigation
Plaintiffs of between $20 million and $22 million from proceeds of
the Texas Note depending on the performance of the loan, and (iii)
a gift payment of $400,000 to be shared pro rata by the holders of
allowed general unsecured claims.

The Debtors have agreed to these milestones:

  -- file a Chapter 11 plan consistent with the terms of the PSA
and Plan Term Sheet, as well as a Disclosure Statement, with the
Bankruptcy Court by Aug. 19, 2015;

  -- file with the Bankruptcy Court statements of financial affairs
and required schedules under chapter 11 of the Bankruptcy Code for
the Company no later than Aug. 4, 2015;

  -- obtain final approval of the DIP financing by the Bankruptcy
Court as soon as reasonably practicable but in no event later than
Aug. 19, 2015;

  -- obtain entry of the PSA Order by the Bankruptcy Court as soon
as reasonably practicable but in no event later than the earlier of
(a) the date of entry of an order by the Bankruptcy Court granting
final relief with respect to the DIP Facility; or (b) Aug. 15,
2015;

  -- obtain entry of the Bid Procedures Order by the Bankruptcy
Court no later than Aug. 19, 2015;

  -- obtain entry of the Disclosure Statement Order no later than
Sept. 23, 2015;

  -- commence Solicitation no later than 5 business days after
entry of the Disclosure Statement Order by the Bankruptcy Court;

  -- hold the Auction no later than Oct. 3, 2015;

  -- obtain entry of the Sale Approval Order and Confirmation Order
by the Bankruptcy Court no later than Nov. 24, 2015; and

  -- close the sale and have the Plan declared effective no later
than 20 days after the Bankruptcy Court's entry of the Confirmation
Order.

A document containing an affidavit in support of the first-day
motions, the Plan Support Agreement, and the Plan Term Sheet is
available for free at:

     http://bankrupt.com/misc/Signal_I_1st_Day_Affidavit.pdf

                    About Signal International

Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.  

Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy.  SI
Inc. was incorporated on October 12, 2007, and began operations
with offshore fabrication and repair in Mississippi.  Today,
Signal's corporate headquarters are in Mobile, Alabama, with
operations in Alabama and Mississippi, and a sales office in
Texas.

On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000.  As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").

On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).

The Debtors tapped Young Conaway Stargatt & Taylor LLP as counsel
and Kurtzman Carson Consultants LLC as claims and noticing agent.


SIGNAL INTERNATIONAL: Proposes $91-Mil. DIP Facility
----------------------------------------------------
Signal International Inc. and its affiliated debtors are asking the
U.S. Bankruptcy Court for the District of Delaware to enter interim
and final orders authorizing the Debtors to obtain (i) $91 million
of postpetition financing from the Teachers' Retirement System of
Alabama and the Employees' Retirement System of Alabama, consisting
of $20 million of new money financing and a $70 million roll-up of
the Debtors' entire prepetition first lien debt, and (ii) use cash
collateral.

The Debtors and their prepetition first lien lenders, namely, TRSA
and the ERSA, have negotiated a Post-Petition Superpriority Loan
Agreement that provides that the Debtors with:

    (x) a superpriority, secured revolving credit facility in the
principal amount of up to $15,000,000 to be used for general
working capital and liquidity purposes,

    (y) a superpriority, secured revolving credit facility in the
principal amount of up to $5,000,000 to be used for credit
enhancement obligations under customer contracts, and
  
    (z) subject only to and effective upon entry of the final
order, a superpriority, secured term loan facility in an aggregate
principal amount of $70,088,952 to be used for repayment of the
indebtedness owing under the prepetition First Lien Credit
Agreement.

During their efforts to identify potential DIP lenders, the Debtors
and financial advisor Skip Victor contacted several potential DIP
lenders, including Crystal Financial, LLC and Cerberus Business
Finance, LLC, both of whom are not only familiar with the Debtors
and their operations, but also are market leaders with the ability
to promptly evaluate potential investment opportunities.
Unfortunately, despite these efforts, the Debtors were unable to
obtain any alternative proposals for DIP financing.

The DIP Credit Agreement permits the Debtors to incur expenditures
in accordance with an approved budget.  The proceeds of the DIP
Facility, which the Debtors estimate will be sufficient to finance
the Chapter 11 cases, will be used (i) for working capital and
general corporate purposes of the Debtors and (ii) to pay fees and
expenses related to the DIP Facility and the Chapter 11 cases.

The terms of the DIP Facility require the Debtors to complete a
sale of their assets in accordance with certain milestones.  To
maximize the value of their estates, and in compliance with the
milestones under the proposed DIP Facility, the Debtors will file a
motion seeking authority to conduct an auction process by which the
Debtors will solicit offers and, ultimately, seek approval to sell
substantially all of their assets to the bidder with the highest or
otherwise best offer.  The Debtors also will seek authority to
retain SSG Capital Advisors, LLC to serve as their investment
bankers to assist with conducting the marketing and sale of their
assets.

The salient terms of the DIP Facility are:

   * Borrowers: Signal International, LLC, Signal Ship Repair, LLC,
Signal International Texas, L.P., and Signal International Texas
GP, LLC

   * DIP Lenders: TRSA and ERSA

   * DIP Facility Amount: The Aggregate Commitment is $90,088,952

   * Interim Funding: During the Interim Period the Debtors may not
use more than $2,500,000 in Cash Collateral or DIP Loans.

   * Priming: The DIP Liens will be first priority priming liens
with seniority over the Pre-Petition Debt.

   * The outstanding principal balance of the DIP Facility shall
bear simple interest at 8.25% per annum.

   * A fixed rate of interest equal to 10.25% per annum.

   * Fees: (X) Commitment Fee: Debtors shall pay a commitment fee
in an amount equal to 2.00% of the Credit Amount ($400,000), which
will be included in the DIP Budget and deemed fully earned and
non-refundable on the date of entry of the Interim Order, and will
be due and payable by the Debtors on the Termination Date.

           (Y) Monthly Fee: Debtors will pay to DIP Lenders a
monthly fee in the amount of $7,500, the first of which shall be
fully earned and non-refundable on the date of entry of the Interim
Order.  Thereafter, on each successive monthly anniversary of the
date of entry of the Interim Order during the Availability Period,
Debtors will pay DIP Lenders a Monthly Fee, which will be fully
earned and non-refundable upon each such monthly anniversary date.

   * Deadline: The date that is the later of (i) in the case of a
party in interest with requisite standing other than the Committee,
including a trustee appointed under Chapter 7 or chapter 11 of the
Bankruptcy Code, 75 days after the Petition Date, (ii) in the case
of any Committee, 60 days after the filing of notice of appointment
of a Committee (and subject to the Investigation Budget), (iii) any
such later date agreed to in writing by DIP Lenders, in their sole
discretion, and (iv) any such later date ordered by the Court for
the cause shown after notice and an opportunity to be heard,
provided that the order is entered before the expiration of any
applicable period as set forth in clauses (i) through (iii) of this
sentence.

   * Carve-Out: The sum of (a) all fees required to be paid
pursuant to 28 U.S.C. Sec. 1930(a)(6) and any fees payable to the
Clerk of the Court that are incurred prior to the Termination Date,
with respect to the U.S. Trustee, in such amounts as agreed to by
the U.S. Trustee or determined by order of the Court (for the
avoidance of doubt, there is no limitation on the obligations of
the Debtors and their estates with respect to unpaid fees payable
to the U.S. Trustee and Clerk of the Court pursuant to 28 U.S.C.
Sec. 1930), (b) all of the reasonable hourly fees and expenses from
time to time incurred by Professionals retained by the Borrower and
the Committee that are (i) incurred prior to the Termination Date,
and (ii) included in an approved Budget, and (c) a maximum of
$125,000 for all of the reasonable hourly fees and expenses from
time to time incurred by Professionals retained by Borrower that
are incurred after the Termination Date to the extent the
Termination Date occurred as a result of the events described in
either clause (i) or (ii) of the definition of the term
"Termination Date".

   * Milestones: The Debtors will need to comply with these
milestones:

     (a) File the Sale Motion on or before July 15, 2015, or such
later date as may be agreed to in writing by Lender in its sole
discretion.

     (b) Subject to the Bankruptcy Court's availability, the order
approving the assumption of the PSA will be entered on or before
August 15, 2015.

     (c) Subject to the Bankruptcy Court's availability, the Final
Order will be entered on or before Aug. 19, 2015, or such later
date as may be agreed to in writing by Lender in its sole
discretion.

     (d) Subject to the Bankruptcy Court's availability, the Sale
Procedures Order will be entered on or before Aug. 19, 2015, or
such later date as may be agreed to in writing by Lender in its
sole discretion.

     (e) The Auction will be held on or before Oct. 3, 2015.

     (f) Subject to the Bankruptcy Court's availability, the "Sale
Approval Order" and the "Confirmation Order" contemplated by the
PSA will be entered on or before Nov. 24, 2015.

     (g) The Closing will occur on or before Dec. 14, 2015.

   * Roll-Up: Upon entry of the Final Order the Debtors will be
deemed to have paid in full in cash, by way of a dollar-for-dollar
roll-up, all Pre-Petition Debt to the Pre-Petition Credit Parties
from the amount available to be drawn under the DIP Loans for such
purpose.

   * Equities of the Case: Upon the entry of the Final Order the
Debtors will waive "equities of the case" exception under section
552(b) of the Bankruptcy Code.

                       Use of Cash Collateral

In addition to the DIP Facility, the Debtors require the continued
use of cash collateral.

As of the Petition Date, the Debtors had outstanding obligations
under a term loan with an outstanding principal amount of
approximately $70.1 million plus all other amounts outstanding (the
"First Lien Debt") under that certain Credit Agreement, dated as of
Jan. 31, 2014 among SI Inc., as borrower, the TRSA, as
administrative agent (in such capacity, the "First Lien Agent"),
the TRSA and the ERSA, as lender parties thereto ("First Lien
Lenders"), and SI LLC, SSR, SI GP, and SI Texas, as guarantors;

The First Lien Lenders have consented to the Debtors' continued use
of Cash Collateral subject to the terms of the form of order
approving the DIP Facility on an interim basis.

The Debtors and the First Lien Lenders have agreed that the Debtors
will provide these primary forms of adequate protection:

   (i) As adequate protection of the interests of the First Lien
Agent and First Lien Lenders in the Prepetition Collateral against
any diminution in value of such interests in the Prepetition
Collateral, the Debtors shall grant to the First Lien Agent, for
the benefit of themselves and the Prepetition Lenders, continuing,
valid, binding, enforceable and automatically and properly
perfected postpetition security interests in and liens on the DIP
Collateral; and

  (ii) As further adequate protection of the interests of the First
Lien Agent and First Lien Lenders in the Prepetition Collateral
against any diminution in value of such interests in the
Prepetition Collateral, to the extent any obligations are
outstanding, the First Lien Agent and First Lien Lenders will be
granted as and to the extent provided by Sections 503(b) and 507(b)
of the Bankruptcy Code an allowed superpriority administrative
expense claim in the Chapter 11 cases and any successor cases.

(iii) As additional adequate protection, the Debtors will pay to
the Pre-Petition Credit Parties all interest accrued or accruing on
the Pre-Petition Debt, which may be paid through advances of DIP
Loan proceeds in accordance with the DIP Loan Agreement and as set
forth in the Budget.

  (iv) As additional adequate protection, Debtors will pay (i) the
reasonable and documented professional fees and expenses
(including, but not limited to, the fees and disbursements of
counsel, third-party consultants, financial advisors, and auditors)
payable to or incurred by any Pre-Petition Credit Party under and
pursuant to the Pre-Petition Loan Documents arising prior to the
Petition Date, and (ii) on a current basis, the reasonable and
documented professional fees and expenses (including, but not
limited to, the fees and disbursements of counsel, third-party
consultants, including financial consultants, and auditors) payable
to or incurred by any Pre-Petition Credit Party under and pursuant
to the Pre-Petition Loan Documents arising on or subsequent to the
Petition Date, in each case in compliance with the Budget.  At the
option of the Pre-Petition Credit Parties, all such amounts may be
added to the Pre-Petition Debt in lieu of current payment thereof
by the Debtors.

                      Other First Day Motions

Aside from the DIP Financing Motion, the Debtors on the Petition
Date filed motions and applications to:

  -- jointly administer their Chapter 11 cases;
  -- hire KCC, LLC, as claims and noticing agent;
  -- maintain their bank accounts;
  -- prohibit utilities from discontinuing service;
  -- pay sales and use taxes;
  -- continue their insurance policies;
  -- continue their customer programs;
  -- pay prepetition employee wages and benefits; and
  -- pay critical trade vendor claims.

                    About Signal International

Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.  

Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy.  SI
Inc. was incorporated on October 12, 2007, and began operations
with offshore fabrication and repair in Mississippi.  Today,
Signal's corporate headquarters are in Mobile, Alabama, with
operations in Alabama and Mississippi, and a sales office in
Texas.

On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000.  As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").

On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).

The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.

Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.



SIGNAL INTERNATIONAL: Proposes to Pay $890,000 to Critical Vendors
------------------------------------------------------------------
Signal International Inc. and its affiliated debtors are asking
approval from the U.S. Bankruptcy Court for the District of
Delaware to pay, in the ordinary course of business, the
prepetition fixed, liquidated, and undisputed claims of certain
critical vendors, subject to certain conditions.

In the ordinary course of their business, the Debtors purchase
goods and services from more than 600 third-party vendors.  Based
on their books and records and past experience, the Debtors
estimate that they have approximately $6 million in outstanding
prepetition trade payables.

The Debtors seek authority, in their sole discretion, to pay
prepetition claims held by critical vendors on an interim basis in
the aggregate amount of $250,000, and on a final basis in the
aggregate amount of approximately $890,000.  The $890,000 trade
claims cap represents less than 16% of the Debtors' estimate of
aggregate prepetition trade claims.

The Debtors will use their commercially reasonable efforts to
condition payment of critical vendor claims upon each critical
vendor's agreement to continue supplying goods and services on
"customary trade terms."

                    About Signal International

Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.  

Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy.  SI
Inc. was incorporated on October 12, 2007, and began operations
with offshore fabrication and repair in Mississippi.  Today,
Signal's corporate headquarters are in Mobile, Alabama, with
operations in Alabama and Mississippi, and a sales office in
Texas.

On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000.  As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").

On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).

The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.

Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.


SIGNAL INTERNATIONAL: Taps KCC as Claims and Noticing Agent
-----------------------------------------------------------
Signal International Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware an application
to employ Kurtzman Carson Consultants LLC as claims and noticing
agent.

The Debtors propose to engage KCC as claims and noticing agent to
assume full responsibility for the distribution of notices and the
maintenance, processing, and docketing of proofs of claim filed in
the Chapter 11 cases.

The Debtors anticipate that more than 13,000 entities will be
noticed during the course of the Chapter 11 cases.  In view of the
number of anticipated claimants and the complexity of the Debtors'
business, the Debtors submit that KCC's appointment as the claims
and noticing agent is both necessary and in the best interests of
the Debtors’ estates and their creditors.

Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $25,000.

The KCC Fee Structure, which provides for the rates and prices
agreed upon by the parties for the firm's services, expenses and
supplies, were not included in publicly available court filings.

In accordance with the Claims Agent Protocol, prior to the
selection of KCC, the Debtors solicited, reviewed, and compared
engagement proposals from four court-approved claims and noticing
agents, including KCC, to ensure selection through a competitive
process.

Evan Gershbein, Senior VP of Corporate Restructuring Services at
KCC, attests that KCC is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Attn: Drake D. Foster
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfoster@kccllc.com

                    About Signal International

Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.  

Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy.  SI
Inc. was incorporated on October 12, 2007, and began operations
with offshore fabrication and repair in Mississippi.  Today,
Signal's corporate headquarters are in Mobile, Alabama, with
operations in Alabama and Mississippi, and a sales office in
Texas.

On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000.  As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").

On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).

The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.

Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.


SITEL WORLDWIDE: S&P Puts 'CCC+' CCR on CreditWatch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC+'
corporate credit rating on Nashville, Tenn.-based SITEL Worldwide
Corp. on CreditWatch with developing implications.

S&P also placed the 'CCC+' issue-level rating on the company's
senior secured credit facilities and the 'CCC' issue-level rating
on the company's unsecured notes on CreditWatch with developing
implications.  S&P expects that these facilities will be refinanced
as part of this transaction.  The recovery ratings on these issues
remain unchanged at '3' (upper half of the range) and '5' (lower
half of the range), respectively.

"The CreditWatch placement follows the announcement that Groupe
Acticall (unrated) has agreed to acquire SITEL Worldwide Corp.,"
said Standard & Poor's credit analyst Kenneth Fleming.

While the structure of the transaction is unknown, S&P believes it
ould improve liquidity at SITEL and lower annual interest payments.
The company has a near-term maturity with its roughly $61 million
revolver maturing in January 2016.  S&P expects the company's
facilities will be refinanced as part of the transaction.  However,
if the proposed transaction does not go through, SITEL would have
limited time to refinance its existing revolver, which had $15.5
million drawn as of March 31, 2015.

The ratings on SITEL are based on the company's "weak" liquidity
assessment, a "weak" business risk profile, and a "highly
leveraged" financial risk profile.  The "weak" business risk
profile assessment reflects SITEL's mid-tier position in a highly
competitive, fragmented market with low barriers to entry, and
volatile free cash flow, and below average profitability compared
to that of its peers in the software and services industry.  The
"highly leveraged" financial risk profile reflects adjusted debt to
EBITDA of around 7.5x.  Adjusted debt includes roughly $235 million
in preferred equity.  Excluding this preferred equity, debt to
EBITDA is around 6x.

S&P expects to resolve the developing CreditWatch within the next
three months with a rating affirmation, an upgrade, or a downgrade
when more information regarding the new capital structure becomes
available.  S&P will also review its expectations for operating
performance and financial policy.  S&P could affirm the rating if
the transaction does not meaningfully improve liquidity and the
company's prospects for free cash flow generation through lower
interest payments.  S&P could raise the rating if the transaction
reduces funded debt on the balance sheet and improves the company's
liquidity position and S&P estimates the company can support the
new capital structure with free cash flow.  Finally, S&P could
lower the rating if the transaction does not go through and SITEL
is not able to refinance its revolver.



SOLAR POWER: Closes Purchase Agreement with ZBB Energy
------------------------------------------------------
Solar Power, Inc., and ZBB Energy Corporation closed a securities
purchase agreement pursuant to which ZBB issued to the Company, for
an aggregate purchase price of $33,390,000, a total of (i)
8,000,000 shares of ZBB's common stock and (ii) 28,048 shares of
ZBB's Series C Convertible Preferred Stock.  

The aggregate purchase price for the Purchased Common Shares was
based on a purchase price per share of $0.6678 and the aggregate
purchase price for the Purchased Preferred Shares was determined
based on price of $0.6678 per common equivalent.  Pursuant to the
Purchase Agreement, ZBB also agreed to issue to the Company a
warrant to purchase 50,000,000 shares of Common Stock for an
aggregate purchase price of $36,729,000 and a per share exercise
price equal to $0.7346.

On July 13, 2015, in connection with the Closing and pursuant to
the Purchase Agreement, the Company entered into a supply agreement
with ZBB pursuant to which ZBB will sell and the Company will
purchase certain products and services that have an aggregated
total of at least 40 megawatt of energy storage rated power output
prior to the 48-month anniversary of the date of the Supply
Agreement with certain lower megawatt thresholds being required to
be met at the 12-month, 24-month and 36-month anniversaries of the
Supply Agreement.

The Company also entered in to a governance agreement with ZBB
under which the Company is entitled to nominate one director to
ZBB's board of directors for so long as the Company holds at least
10,000 Purchased Preferred Shares or 25 million shares of Common
Stock or Common Stock equivalents.

                         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.


TERRA-GEN FINANCE: Moody's Affirms 'Ba3' Rating on Secured Loans
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on Terra-Gen
Finance Company, LLC's (Terra-Gen, or the company) senior secured
credit facilities consisting of approximately $295 million in
outstanding term loan B debt due December 2021 and a $25 million
working capital/letter of credit facility due December 2019.  The
outlook is stable.

RATINGS RATIONALE

The Ba3 rating affirmation reflects our understanding that the
joint owners of Terra-Gen, affiliates of Arclight Capital Partners
and Global Infrastructure Partners, propose to sell the company to
affiliates of Energy Capital Partners.  The affirmation further
factors in our understanding that the existing legal and financial
structure of Terra-Gen will remain intact under the new ownership.
Furthermore, our affirmation considers the experience of the
current management and operating team of Terra-Gen and that this
operating and management team will remain in place under the new
owners.  The affirmation also acknowledges that the new
sponsor/owner is a recognized owner and developer of power projects
with a similar profile of the current owners.

Moody's affirmation, while acknowledging that six months of
operations have occurred since financial close in December 2014,
incorporates weaker than anticipated financial performance
attributable to very weak wind generation which was nearly 30%
below management's expectation.  That said, financial performance
slightly outperformed Moody's base case expectations through Q1
2015 and Terra-Gen is comfortably in compliance with its 1.10x
financial covenant by achieving a reported 2.56x debt service
coverage ratio.

The stable outlook incorporates our view that the generation assets
in the Terra-Gen portfolio will continue to operate consistent with
their design capabilities, and that the project will achieve a
ratio of funds from operations to debt ratio (FFO/Debt) in the 5-6%
range and remain comfortably in compliance with their financial
covenant.

Terra-Gen is unlikely to be considered for a rating upgrade over
the next two to three years.  The rating could however be upgraded
if the project repays the term loan substantially faster than
expected, or if Terra-Gen achieves higher predictability in its
cash flows or demonstrate its ability to re-contract Renewable
Energy Credits (RECs) as they come off their contracts.
Specifically, the rating could have upward pressure if Terra-Gen is
able to produce sustained financial metrics commensurate with lower
end of the "Ba" rating category or the high end of the "B" rating
category, such as producing FFO/debt metrics near 10% for a
sustained period of time.

The rating could face downward pressure should wind generation
continue to underperform resulting in FFO/Debt falling below 5% or
the DSCR falling below 1.5x based upon Moody's calculations.  The
rating could also face downward pressure should debt paydown occur
slower than expected resulting in increased refinancing risk.
Failure to maintain covenant compliance would also result in
downward rating pressure.

Terra-Gen is a special purpose entity formed by Terra-Gen Power,
LLC, a renewable energy company owned by affiliates of ArcLight and
GIP.  Terra-Gen owns 653MW of generating capacity through 21
projects in operation across the western United States.  The
portfolio consists of 497MW of wind, 89MW of solar and 67MW of
geothermal generation assets.

ECP is an energy-focused private equity firm with over $13 billion
in capital commitments.  ECP is focused on investing in the power
generation, midstream oil and gas, environmental infrastructure,
renewable energy, electric transmission, and energy services
sectors.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.



TERRAFORM POWER: Moody's Rates New $300MM Unsecured Notes
---------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $300 million of
new unsecured notes being issued by Terraform Power Operating LLC.
Moody's affirmed TPO's Ba3 Corporate Family Rating and the B1
rating on TPO's outstanding $950 million of unsecured notes The new
$300 million of unsecured notes will be used to partly finance the
acquisition of 930 MW of wind projects from Invenergy that was
announced on July 6, 2015.  The rating outlook of TPO is positive.

Assignments:

Issuer: TerraForm Power Operating LLC

  Senior Unsecured Regular Bond/Debenture, Assigned B1(LGD4)

Outlook Actions:

Issuer: TerraForm Power Operating LLC
  Outlook, Remains Positive

Affirmations:

Issuer: TerraForm Power Operating LLC

  Probability of Default Rating, Affirmed Ba3-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-2
  Corporate Family Rating, Affirmed Ba3
  Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD4)

RATINGS RATIONALE

Since we assigned TPO's initial rating in June 2014, the company's
portfolio has grown rapidly, with total MWs increasing to 2.2 GW
from 808 MW; there has been a tripling of the call rights pipeline
to 3.6 GW from 1.1 GW, and CFADS (cash flow at TPO before interest
and dividends) at TPO has gone from $114 million to $317 million.
While such rapid growth was incorporated into our original
expectations, key positive developments include the diversification
into wind and the institution of a more conservative financial
policy than at the time of the IPO.  Moody's sees the potential for
a higher rating going forward as management continues develop a
successful track record of operations, executes on its M&A plans,
and exhibits a financial profile in line with management's targeted
consolidated debt to EBITDA leverage ratio of 5x-5.5x.

On July 6, 2015, Terraform Power Inc (unrated) announced that it
was acquiring 930 MW of contracted wind capacity from Invenergy for
$2 billion, with 460 MW of this capacity being dropped in right
away into TERP while the remaining 470 MW will be placed in a
warehouse facility owned by SunEdison (SUNE, unrated).  These
assets, along with 521 MW acquired earlier from Atlantic Power,
will be dropped into TERP over time.

Key positive credit developments at TPO over the last year are
these:

  While TPO was originally a solar-only company, the company will
   get about 35% of cash flow from wind projects proforma for the
   Invenergy assets initially going into the portfolio and 54%
   when all Invenergy and Atlantic Power assets are included.  The

   presence in wind diversifies operating risks and
   regulatory/policy risk besides providing for stronger growth
   prospects

  The original rating assumed a leverage ratio of 6x-7x
   Debt/EBITDA. In November 2014, management announced a new
   target consolidated Debt/EBITDA of 5x-5.5x.

  TPO's portfolio continues to support stable cash flows, with an
   average remaining PPA life of 17 years, strong investment-grade

   counterparties, and improved project diversity with the largest

   project falling from contributing 18% of parent cash flows at
   the time of the IPO to 8% now.

  The quality of TERP's pipeline has improved, with about 1 GW of
   operating assets waiting to be dropped into the YieldCo and
   over 2.5 GW of projects at SUNE that are under construction or
   have signed PPAs.

  The integration of the First Wind business platform has been
   successful from the perspective of asset development and
   acquisition as well as O&M for which First Wind has a platform

   capable of managing 5 GW of wind assets.

Parent company SUNE's credit profile has improved significantly
over the last two years.  The company has exited all semiconductor
manufacturing and is now a pure-play project developer.  SUNE's
improved financial profile, with a 30x increase in market cap from
$357 million in June 2012 to $9 billion today, and its success in
raising capital to finance acquisitions (including $1.36 billion in
convertible securities in 2015) reduce the risks to TPO's credit
profile on account of the parent SUNE.  The existing legal ring
fencing provisions between SUNE and TERP provide additional cushion
in this regard.

The unsecured notes are rated one notch below the CFR owing to the
presence of the $650 million secured revolving credit facility
(unrated) that is scheduled to expire in January 2020.  This
revolver is expected to be increased to $725 million shortly and we
have used this higher amount in our Loss-Given Default (LGD)
analysis.  Moody's LGD methodology assumes 50% of the revolver is
drawn and outstanding at the time of a default, which impacts
expected recovery on the unsecured notes.

Given the presence of substantial project level debt of about $1.32
billion (including the Invenergy assets added to the TERP
portfolio), we evaluate TPO's financial profile on a consolidated
basis.  Structural subordination has reduced since the IPO, with
80% of cash flows at TPO now coming from unlevered projects as
opposed to 59% at the time of the IPO.  While this number will fall
to 69% at close of the Invenergy deal, a debt paydown of $275
million of Invenergy project debt, funded by an opportunistic
equity issuance in 2016, would raise it to 86%.  Moody's financial
ratio projections do not incorporate this equity issuance.  Under a
static portfolio assumption, we expect TPO to have Debt/EBITDA of
5x-5.5x, CFO pre-W/C to debt of 11-13% and EBITDA/Interest about
2.8x-3.0x over the next few years, all on a consolidated basis.

Liquidity

TPO's Speculative Grade Liquidity rating is SGL-2.  This mainly
reflects the fact that the company will be continuously, and
substantially, reliant upon the capital markets to finance its
acquisitions and project development.  TPO's operational working
capital requirements are generally quite small and the company will
use its revolver mainly to finance acquisitions quickly, with
permanent funding coming later through an appropriate mix of debt
and equity.  TPO's revolving credit facility was upsized on May 1,
2015 to $650 million from $550 million and we expect it to be
increased to $725 million shortly.  The revolver is secured by all
the assets of TERP, which essentially consists of equity interests
in the various project subsidiaries.

Outlook

TPO's positive outlook reflects an improving business and financial
profile as the company delivers on its business plan while
maintaining the quality of cash flows from its portfolio, including
average PPA life, counterparty credit profile and structural
subordination.

What Could Change the Rating UP

TPO's rating could be upgraded as the company successfully
establishes a track record of maintaining its targeted financial
profile of 5.0x-5.5x Debt/EBITDA while it continues to grow and
maintain other aspects of its business and contractual profile.  An
upgrade would also require SUNE to successfully raise capital for
its financing obligations and maintain a stable financial profile.

What Could Change the Rating DOWN

Downward pressure on TPO's rating would result in the event that
either higher debt levels or poorer operating performance lead to a
rising trend in the consolidated Debt/EBITDA leverage ratio above
5.5x or FFO/Debt levels falling below 10%.  Other factors that
could affect the rating include a decline in the quality of cash
flows through shorter contracts, commodity price exposure, lower
rated counterparties or risky regulatory jurisdictions.  A
significant deterioration in the credit quality of SUNE could also
be another factor leading to a rating downgrade at TPO.



TERRAFORM POWER: S&P Rates $300MM Unsecured Notes Due 2025 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '3' recovery rating to TerraForm Power
Inc.'s (Terraform) wholly owned subsidiary TerraForm Power
Operating LLC's proposed senior unsecured notes due 2025.  The '3'
recovery rating reflects S&P's expectation of meaningful (50% to
70%; in the upper half of the range) recovery if a default occurs.
The company intends to use net note proceeds to fund a portion of
the Invenergy Wind acquisition; for other renewable projects; and
to pay related fees, expenses, and other related costs.  As of
March 31, 2015, Terraform had about $2.2 billion of reported
balance sheet debt.  Terraform is a publicly traded entity focused
on owning and operating contracted clean power assets with a focus
on wind and solar generation.

Ratings List

TerraForm Power Inc.
Corporate credit rating                           BB-/Stable

New Rating

TerraForm Power Operating LLC
$300 mil senior unsecured notes due 2025           BB-
  Recovery Rating                                  3H



TERVITA CORP: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under which Tervita Corp is a
borrower traded in the secondary market at 93.54 cents-on-the-
dollar during the week ended Friday, July 3, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
the July 10, 2015, edition of The Wall Street Journal.  This
represents a decrease of 0.33 percentage points from the previous
week, The Journal relates. Tervita Corp pays 500 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
January 24, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 254 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 3.


TXU CORP: 2014 Bank Debt Trades at 43% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 57.10 cents-on-the-
dollar during the week ended Friday, July 3, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.27
percentage points from the previous week, The Journal relates.  TXU
Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and Moody's
withdraws its rating and Standard & Poor's did not give any rating.
The loan is one of the biggest gainers and losers among 254 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended July 3.



UNI-PIXEL INC: Shareholders Ratify Sale of Convertible Notes
------------------------------------------------------------
Uni-Pixel, Inc. held a special meeting of its shareholders on
July 13, 2015, at which the shareholders ratified the terms of the
issuance and sale of the Company's senior secured convertible notes
together with Warrants and to approve the issuance of all shares of
the Company's common stock issuable upon the conversion of the
Notes and exercise of the Warrants, without need for any limitation
or cap on issuance or restriction on adjustments to the conversion
price or exchange price, as applicable, as required by and in
accordance with NASDAQ Marketplace Rules 5635(a) and 5635(d).

                        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.


VANTAGE DRILLING: 2017 Bank Debt Trades at 30% Off
--------------------------------------------------
Participations in a syndicated loan under which Vantage Drilling
Co. is a borrower traded in the secondary market at 70.00
cents-on-the- dollar during the week ended Friday, July 3, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in the July 10, 2015 edition of The Wall Street Journal.
This represents a decrease of 1.19 percentage points from the
previous week, The Journal relates. Vantage Drilling Co. pays 400
basis points above LIBOR to borrow under the facility.  The bank
loan matures on October 25, 2017, and carries Moody's B3 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended July 3.



VANTAGE DRILLING: 2019 Bank Debt Trades at 39% Off
--------------------------------------------------
Participations in a syndicated loan under which Vantage Drilling
Co. is a borrower traded in the secondary market at 61.30
cents-on-the- dollar during the week ended Friday, July 3, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in the July 10, 2015 edition of The Wall Street Journal.
This represents a decrease of 1.03 percentage points from the
previous week, The Journal relates. Vantage Drilling Co. pays 400
basis points above LIBOR to borrow under the facility.  The bank
loan matures on April 14, 2019, and carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended July 3.



WAFERGEN BIO-SYSTEMS: Shansab Reports 5.7% Stake as of July 6
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Tamim Shansab disclosed that as of July 6, 2015, he
beneficially owned 323,006 shares of common stock of
Wafergen Bio-Systems, Inc., which represent 5.7 percent of the
shares outstanding.  A copy of the regulatory filing is available
at http://is.gd/iJQN3D

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen Bio-systems reported a net loss of $10.7 million in 2014,
a net loss of $16.3 million in 2013 and a net loss of $8.97 million
in 2012.

As of March 31, 2015, the Company had $16.5 million in total
assets, $6.47 million in total liabilities and $10.02 million in
total stockholders' equity.


WALTER ENERGY: Files for Bankruptcy
-----------------------------------
Walter Energy Inc., on July 15, 2015, announced that it has entered
into an agreement with certain of its senior lenders on the
material terms of a restructuring.  To implement this
pre-negotiated restructuring, Walter Energy and its U.S.
subsidiaries have filed for relief under chapter 11 of the U.S.
Bankruptcy Code in the Bankruptcy Court for the Northern District
of Alabama.  Walter Energy's non-U.S. operations, including those
in Canada and the U.K., are not included in the filings.

"This restructuring plan provides a roadmap for Walter Energy to
establish a sustainable capital structure, make
further changes to operational cost drivers, and ensure that the
Company can continue to operate safely and competitively in the
years ahead," said Walt Scheller, Chief Executive Officer.  "With
the support of our key senior lenders, we will use this process to
pursue the best possible outcome on behalf of all of our
stakeholders, including our employees and our communities. In the
face of ongoing depressed conditions in the market for met coal, we
must do what is necessary to adapt to the new reality in our
industry."

Walter Energy has sufficient cash to assure that vendors, suppliers
and other business partners will be paid in full for goods and
services that they provide during the reorganization process.

The terms of the restructuring contemplate the senior lenders
converting all of their debt into equity. The agreement also
establishes a timeline for confirmation of a chapter 11 plan and
the fulfillment of certain other conditions and milestones. If the
Company otherwise cannot satisfy the various conditions and
milestones or confirm a chapter 11 plan, the Company will pursue a
sale of substantially all of its assets through a court-supervised
auction process.

The Company has made customary filings, including first day
motions, with the U.S. Bankruptcy Court, which, if
granted, will help ensure a smooth transition into the
reorganization process without business disruption. The
motions are expected to be addressed promptly by the Court.

Additional information on the restructuring can be found at
www.walterenergy.com/restructuring or by calling the
Company's toll-free restructuring information line at (866)
967-0679 (or, if calling from outside the U.S. or Canada, at +1
310-751-2679). Information about the chapter 11 case and the claims
process will also be available at
http://www.kccllc.net/walterenergy

Walter Energy has retained Blackstone Advisory Partners L.P. as its
financial advisor and AlixPartners LLP as its restructuring
advisor.  It has engaged Paul Weiss Rifkind Wharton & Garrison LLP
and Bradley Arant Boult Cummings LLP for legal advice.

                        About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly  
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  As
of Dec. 31, 2014, Walter Energy had $5.38 billion in total assets,
$5.10 billion in total liabilities, and $282 million in
stockholders' equity.

                            *    *    *

As reported by the TCR on June 25, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Walter
Energy Inc. to 'D' from 'CCC-'.  S&P lowered the ratings on
Birmingham, Ala.-based coal miner Walter Energy after the company
elected not to pay approximately $19 million in aggregate interest
payments on its 9.875% senior notes due 2020.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WINGSPAN PORTFOLIO: Voluntary Chapter 7 Case Summary
----------------------------------------------------
Debtor: Wingspan Portfolio Advisors, LLC
        18451 Dallas Parkway
        Dallas, TX 75287-5206

Case No.: 15-41255

Nature of Business: Mortgage Services Company

Chapter 7 Petition Date: July 13, 2015

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

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Daniel I. Morenoff, Esq.
                  THE MORENOFF FIRM, PLLC
                  P.O. Box 12347
                  Dallas, TX 75225
                  Tel: 214-504-1835
                  Email: danmorenoff.service@gmail.com

Total Assets: $1,236,986

Total Liabilities: $12,070,346

The petition was signed by John Frenzel, CFO.

A copy of the petition is available at:

             http://bankrupt.com/misc/txeb15-41255.pdf


WORLD SURVEILLANCE: Dennis DeMolet Quits as Global Telesat CEO
--------------------------------------------------------------
Dennis DeMolet resigned as president and CEO of Global Telesat
Corp, a wholly owned subsidiary of World Surveillance Group Inc.,
effective July 7, 2015, according to a document filed with the
Securities and Exchange Commission.

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$559,000 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,000 of net
revenues for the year ended Dec. 31, 2012.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

As of Sept. 30, 2014, the Company had $6.14 million in total
assets, $17.3 million in total liabilities, all current, and a
$11.1 million total stockholders' deficit.

                         Bankruptcy Warning

"We have incurred substantial indebtedness and may be unable to
service our debt.

"Our total indebtedness at September 30, 2014 was $17,292,275.  A
portion of such indebtedness reflects judicial judgments against
us that could result in liens being placed on our bank accounts or
assets.  We are continuing to review our ability to reduce this
debt level due to the age and/or settlement of certain payables
but we may not be able to do so.  This level of indebtedness
could, among other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company
     stated in its quarterly report for the period ended Sept. 30,
     2014.


WPX ENERGY: Moody's Affirms Ba1 CFR & Rates New Notes Ba1
---------------------------------------------------------
Moody's Investors Service changed WPX Energy, Inc.'s outlook to
negative from stable, following the company's announcement that it
will acquire RKI in a transaction valued at $2.75 billion,
including $400 million of assumed debt at RKI.  Moody's affirmed
its Ba1 Corporate Family Rating (CFR) and existing senior unsecured
ratings, and assigned Ba1 ratings to its new notes.  The proposed
debt issuance will be used along with approximately $300 million of
existing cash, equity valued at $470 million issued to the seller,
new public equity and revolver borrowings to fund the RKI purchase.
The acquisition is subject to regulatory and other customary
closing conditions.

Moody's also placed the ratings of RKI Exploration & Production,
LLC (RKI) under review for upgrade.  RKI's CFR and debt ratings
will be withdrawn assuming WPX refinances RKI's debt.

"The acquisition of RKI will improve the diversity and quality of
WPX's asset base," stated James Wilkins, a Moody's Vice President.
"The negative outlook reflects our expectation that WPX's leverage
and retained cash flow will be weak until it further develops the
acquired assets."

WPX Energy, Inc.

Ratings assigned:
Senior notes due 2020 -- Ba1 (LGD4)
Senior notes due 2023 -- Ba1 (LGD4)

Ratings affirmed:

Corporate Family Rating -- Ba1
Probability of Default Rating -- Ba1-PD
Senior Unsecured shelf due 2017 -- (P)Ba1
Senior notes due 2017 -- Ba1 (LGD4)
Senior notes due 2022 -- Ba1 (LGD4)
Senior notes due 2024 -- Ba1 (LGD4)

Ratings lowered:

Speculative Grade Liquidity Rating -- SGL-3 from SGL-2
Outlook -- Negative

RKI Exploration & Production, LLC

Ratings placed under review for an upgrade**

Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
Senior unsecured notes due 2021 -- B3 (LGD5)

Ratings unchanged:

Speculative Grade Liquidity Rating -- SGL-3
Outlook -- Under review

** All of RKI's ratings will be withdrawn following the refinancing
of RKI's debt.

RATINGS RATIONALE

The acquired RKI assets will include existing production of 22,000
barrels of oil equivalent (boe) per day (comprised of around 50%
crude oil), around 92,000 net acres and midstream infrastructure in
the Permian Basin.  The acquisition will provide WPX an entry into
the Permian Basin, as well as benefit its scale, diversity of cash
flows and increase the contribution of crude oil sales as a
proportion of overall revenues.  WPX's production will increase to
about 191,000 boe per day from 169,000 per day on a pro forma basis
as of March 31, 2015.

The negative outlook reflects the increase in WPX's leverage
metrics due to the acquisition debt financing and risks associated
with integrating RKI and executing on a development program for the
new assets.  Prior the sale of RKI, we estimated RKI would outspend
cash flow by about $600 million per year to develop its assets.
WPX's pro forma debt to production ratio will increase to about
$21,000 per boe of average daily production, up from $12,500 per
boe of average daily production as of March 31, 2015, and its debt
to proved developed reserves will increase to about $6 per boe from
$4.66 per boe.  The acquired acreage, however, with its high oil
content will increase WPX's margins.  The outlook could be moved to
stable if WPX successfully integrates RKI into its organization,
and maintains retained cash flow to debt of at least 25%, a
leveraged full cycle ratio greater than 1.0x and good liquidity.

The Ba1 rating assigned to the new senior notes in accordance with
Moody's Loss-Given-Default rating methodology reflects WPX's Ba1
Corporate Family Rating and the company's capital structure
comprised solely of senior unsecured debt.  WPX has a $1.5 billion
committed revolving credit facility.  Both the credit facility and
senior notes are unsecured and have no subsidiary guarantees.  The
company had no borrowings outstanding on the revolver as of March
31, 2015, but will draw down a small amount to pay the make-whole
provisions associated with the redemption of RKI's notes and other
transaction fees and expenses.

WPX's Ba1 CFR is supported by its large proved reserve and
production scale and low financial leverage relative to similarly
rated peers.  The rating is restrained by WPX's concentration in
natural gas, that results in cash margins and returns lower than
peers.  The company is increasing its oil production volumes and
diversification through the development of its Bakken and San Juan
Gallup properties as well as the RKI acquisition.  This expansion
will increase WPX's higher value oil production and improve its
geographic diversification.

The company forecasts that crude oil will account for over half of
2017 revenues.  The capital intensive transition towards oil has
resulted in rising debt levels to fund capital investments in
excess of cash flows, periodically offset through asset sales
proceeds.  The Ba1 CFR incorporates Moody's expectation that the
company will delever following the RKI deal through growth in
EBITDA, potential further asset sales and limiting capital
investments.  Moody's expects that any further acquisitions will be
limited to modest bolt-on purchases that would not materially
impact WPX's leverage.

The ratings could be downgraded if WPX does not successfully
integrate the RKI acquisition, as well as maintain adequate
liquidity, a retained cash flow to debt ratio of at least 20% and
debt to average daily production below $20,000/boe.  The ratings
could be upgraded if WPX were to generate retained cash flow to
debt greater than 35% and maintain a leveraged full cycle ratio of
at least 1.5x.

WPX's SGL-3 Speculative Liquidity Rating reflects the company's
adequate liquidity profile through mid-2016, supported by its cash
flow from operations and availability under its $1.5 billion
unsecured revolving credit facility due 2019.  It will maintain
minimal cash balances following the acquisition.  WPX would have
$1.3 billion of availability under its revolver as of March 31,
2015, pro-forma for the acquisition and the divestiture of assets.
(This does not include $315 million of letters of credit under
separate uncommitted facilities.)  The revolver has two financial
covenants, a maximum leverage covenant and maximum debt to total
capitalization covenant, that will be amended to accommodate the
RKI acquisition.  WPX will remain reliant on its revolver unless
asset sales allow it to repay borrowings as free cash flow will
remain negative due to elevated capital spending for drilling
activities.  WPX's next long-term debt maturity is $400 million of
notes due in 2017.

WPX Energy, Inc. is an independent exploration and production (E&P)
company based in Tulsa, Oklahoma.



WPX ENERGY: S&P Revises Outlook to Positive & Affirms 'BB' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Tulsa, Oklahoma-based WPX Energy Inc. to positive from stable and
affirmed its 'BB' corporate credit rating on the company.  The
outlook revision follows the announcement of WPX's proposed
acquisition of RKI Exploration & Production LLC.

At the same time, S&P assigned its 'BB' issue-level and '3'
recovery rating to the company's proposed senior unsecured notes.
The '3' recovery rating indicates S&P's expectation of meaningful
(50% to 70%) recovery to lenders in the event of a payment default.
S&P's recovery expectations are in the lower half of the 50% to
70% range.  The assigned ratings are the same as the company's
existing rated senior unsecured debt, including its unsecured
credit facility.

"The positive outlook on WPX reflects the potential for
profitability to improve over the next one to two years as the
company accelerates its shift to higher value crude oil," said
Standard & Poor's credit analyst John Rogers.  "The acquisition of
RKI provides WPX with a foothold in the oil-rich Permian Basin,
more specifically the Delaware Basin sub-area, where it will
acquire approximately 92,000 net acres, 22,000 barrels of oil
equivalent (boe) per day of production (53% oil), and about 102
million boe of proved reserves (39% oil)," said Mr. Rogers.

S&P expects the company to finance the acquisition with a
combination of debt, common equity, mandatory convertible preferred
equity, and cash on hand.  Although the transaction mkjhtand
proposed financing will increase leverage over the next two years,
leverage will remain appropriate for the rating.  In addition, the
company intends to execute on several non-core asset sales and use
proceeds to pay down debt.

The positive outlook reflects the potential for an upgrade over the
next 12 months.  An upgrade will depend upon WPX's improvement in
its profitability as the company continues to execute on its
strategy to shift production towards more oil, while controlling
costs.  S&P could raise the rating if profitability improved
relative to peers and if the company maintained funds from
operations (FFO) to debt above 20%.

S&P could revise the outlook to stable if WPX's operating
performance is weaker than expected, S&P's expectations of improved
profitability fail to materialize, or if S&P expects FFO to debt
fall below 20% on a sustained basis.



XINERGY CORP: Bid to Form Equity Security Holders Committee Denied
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
denied Jon Nix's motion for entry of an order directing the
appointment of an Official Committee of Equity Security Holders in
the Chapter 11 cases of Xinergy Ltd.

Jon Nix, holder of approximately 18.5% of the issued and
outstanding voting and non-voting shares of Xinergy Ltd., stated
that the primary issue before the Court with the motion is whether
Xinergy's shareholders as a group are adequately represented in the
cases.  Mr. Nix says the record in the cases and the Debtors'
actions to date demonstrate that they are not, and if an Official
Equity Committee is not appointed, the Debtors will continue to
ignore shareholder interests and take affirmative steps to preclude
equity from having a meaningful role in the Chapter 11 cases.

Bristol Investment Fund. Ltd., the holder of approximately 7.25% of
the issued and outstanding common stock of Xinergy Ltd., filed a
joinder to the motion of Jon Nix, stating that the foundational
principles of corporate law are built upon the rights of
shareholders to exercise corporate governance rights regarding the
affairs of the corporation in which they are owners.  This is the
essence of stock ownership.  The Debtors have filed an adversary
proceeding in this Court, seeking to enjoin shareholders from
calling shareholder meeting.

The Debtors and parties-in-interest opposed the motion.  

The Official Committee of Unsecured Creditors said Nix must produce
competent valuation evidence demonstrating that it is appropriate
to appoint an Equity Committee in the case pursuant to applicable
case law.

The Debtors related that the extraordinary remedy of appointing an
official committee of equity security holders is not in the best
interests of the Debtors' estates or creditors.  According to the
Debtors, Nix cannot meet his considerable burden of proving that
the appointment of the committee is necessary to assure the
adequate representation of equity holders.

The ad hoc group of holders of the 9.25% senior secured notes
issued by Xinergy, Ltd. and the lenders under the Debtors'
postpetition secured term loan credit facility stated that
appointment of an official equity committee is appropriate only in
rare cases.  This is not one of them, according to the
noteholders.

                        About Xinergy Ltd.

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

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

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

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

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



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

According to the Committee, in addition to Gaddy, it has also
sought permission to retain Whiteford, Taylor & Preston L.L.P., and
McGuireWoods LLP as its legal counsel.  The legal services provided
by WTP and McGuireWoods will not be duplicative of the mining
consulting Services provided by Gaddy.  Instead, Gaddy's
consulting Services will enhance WTP's and McGuireWoods' ability to
advocate effectively for their clients—the Debtors' unsecured
creditors.

Gaddy's professionals who will be assigned in the engagement and
their hourly rates are:

1. John C. Bullock, president,                     
   professional mining engineer and
   certified professional geologist                $200

2. Phillip L. Longenecker, a professional          
   mining engineer with approximately 45 years
   of experience working in the Appalachian Basin  $195

3. Jason B. Weber, a manager of technological      
   services and Gaddy's expert in the analysis
   of mining permits for details associated
   mine costs analysis and production
   optimization                                    $125

4. Dusta M. Tanner, vice president,                
   who provides support for a variety
   of client functions, including, but
   not limited to, the management of
   information, technology, and
   engineering support                             $125

5. Clerks                                           $25

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

                        About Xinergy Ltd.

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

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

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

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

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



[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Jai Shri Ambe, Inc.
   Bankr. M.D. Fla. Case No. 15-05704
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/flmb15-05704.pdf
         represented by: Scott W Spradley, Esq.
                         LAW OFFICES OF SCOTT W SPRADLEY PA
                        E-mail: scott.spradley@flaglerbeachlaw.com

In re CityGolf/Boston, LLC
   Bankr. D. Mass. Case No. 15-12578
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/mab15-12578.pdf
         represented by: David G. Baker, Esq.
                         E-mail: david@bostonbankruptcy.org

In re 54 Suffolk St LLC
   Bankr. D. Mass. Case No. 15-41265
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/mab15-41265.pdf
         represented by: Robert W Kovacs, Jr, Esq.
                         LAW OFFICE OF ROBERT W. KOVACS, JR.
                         E-mail: bknotices@rkovacslaw.com

In re Saco Inc.
   Bankr. D. Md. Case No. 15-19174
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/mdb15-19174.pdf
         represented by: Tate Russack, Esq.
                         RUSSACK ASSOCIATES, LLC
                         E-mail: tate@russacklaw.com

In re Durant Mechanical & Electrical Contractors, LLC
   Bankr. E.D. Mich. Case No. 15-49884
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/mieb15-49884.pdf
         represented by: William C. Babut, Esq.
                         RUSSACK ASSOCIATES, LLC
                         E-mail: wbabut@babutlaw.com

In re Tom Duckett and Michelle Duckett
   Bankr. D.N.M. Case No. 15-11758
      Chapter 11 Petition filed June 30, 2015

In re M.S.G. Restoration Corp
   Bankr. S.D.N.Y. Case No. 15-22914
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/nysb15-22914.pdf
         represented by: Narissa A. Joseph, Esq.
                         LAW OFFICES OF NARISSA A. JOSEPH
                         E-mail: njosephlaw@aol.com


In re Miller Floors, Inc.
   Bankr. W.D. Okla. Case No. 15-12454
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/okwb15-12454.pdf
         represented by: Stephen J. Moriarty, Esq.
                         FELLERS SNIDER
                         E-mail: smoriarty@fellerssnider.com

In re Builders Plus of North Texas, L.L.C.
   Bankr. E.D. Tex. Case No. 15-41163
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/txeb15-41163.pdf
         represented by: John Paul Stanford, Esq.
                         QUILLING, SELANDER, LOWNDS, ET AL
                         E-mail: jstanford@qslwm.com

In re John Robert Lampl
   Bankr E.D. Va. Case No. 15-12275
      Chapter 11 Petition filed June 30, 2015

In re 4 Point Lake LLC
   Bankr. W.D Wash. Case No. 15-43091
      Chapter 11 Petition filed June 30, 2015
         See http://bankrupt.com/misc/wawb15-43091.pdf
         filed Pro Se

In re Coach Stage, Inc. dba Stagecoach Cafe
   Bankr. S.D. Ala. Case No. 15-02062
      Chapter 11 Petition filed July 1, 2015
         See http://bankrupt.com/misc/alsb15-02062.pdf
         represented by: Robert M. Galloway, Esq.
                     GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                         E-mail: bgalloway@gallowayllp.com

In re Tzu Ling Hsu
   Bankr. C.D. Cal. Case No. 15-20572
      Chapter 11 Petition filed July 1, 2015

In re Nhi A TU and Julie Voang
   Bankr. C.D. Cal. Case No. 15-20592
      Chapter 11 Petition filed July 1, 2015

In re Joseph O Astorga
   Bankr. M.D. Fla. Case No. 15-06908
      Chapter 11 Petition filed July 1, 2015

In re Lisa Lobman
   Bankr. S.D. Fla. Case No. 15-21972
      Chapter 11 Petition filed July 1, 2015

In re Luke Dewey and Jaimie L Dewey
   Bankr. N.D. Ill. Case No. 15-81747
      Chapter 11 Petition filed July 1, 2015

In re Quality Auto, Inc - Collision Center
   Bankr. N.D. Ill. Case No. 15-81748
      Chapter 11 Petition filed July 1, 2015
         See http://bankrupt.com/misc/ilnb15-81748.pdf
         represented by: Bernard J. Natale, Esq.
                         LAW OFFICE OF BERNARD J. NATALE, LTD.
                         E-mail: natalelaw@bjnatalelaw.com

In re Robert Wurtzel and Regina Wurtzel
   Bankr. E.D. La. Case No. 15-11657
      Chapter 11 Petition filed July 1, 2015

In re The Fulton Street Corporation
   Bankr. D. Mass. Case No. 15-41280
      Chapter 11 Petition filed July 1, 2015
         See http://bankrupt.com/misc/mab15-41280.pdf
         represented by: Laurel E. Bretta, Esq.
                         BRETTA & GRIMALDI, PA
                         E-mail: bglaw@lbretta.com

In re Upper Midwest Sealcoat Manufacturing, LLC
   Bankr. D. Minn. Case No. 15-42363
      Chapter 11 Petition filed July 1, 2015
         See http://bankrupt.com/misc/mnb15-42363.pdf
         represented by: Michael F McGrath, Esq.
                         RAVICH MEYER KIRKMAN & MCGRATH NAUMAN
                         E-mail: mfmcgrath@ravichmeyer.com

In re James B. Martin MD LLC
   Bankr. S.D. Miss. Case No. 15-51053
      Chapter 11 Petition filed July 1, 2015
         See http://bankrupt.com/misc/mssb15-51053.pdf
         represented by: James G McGee, Jr, Esq.
                         LAW OFFICE OF JAMES G. MCGEE, JR. PLLC
                         E-mail: jmcgee@mcgeetaxlaw.com

In re Walter Tote
   Bankr. E.D.N.C. Case No. 15-03620
      Chapter 11 Petition filed July 1, 2015

In re Steve Pandi
   Bankr. D. Ariz. Case No. 15-08302
      Chapter 11 Petition filed July 2, 2015

In re Robert L. Critchfield and Theresa A. Critchfield
   Bankr. D. Ariz. Case No. 15-08324
      Chapter 11 Petition filed July 2, 2015

In re Oracle Project I, LLC
   Bankr. D. Ariz. Case No. 15-08330
      Chapter 11 Petition filed July 2, 2015
         See http://bankrupt.com/misc/azb15-08330.pdf
         represented by: Jeffrey M. Neff, Esq.
                         LAW OFFICE OF JEFFREY M. NEFF, P.C.
                         E-mail: Jeff@Nefflawaz.com

In re Guya Corp., A California Corporation
   Bankr. C.D. Cal. Case No. 15-12281
      Chapter 11 Petition filed July 2, 2015
         See http://bankrupt.com/misc/cacb15-12281.pdf
         represented by: Stephen L Burton, Esq.
                         E-mail: steveburtonlaw@aol.com

In re Evarus Inc.
   Bankr. C.D. Cal. Case No. 15-13366
      Chapter 11 Petition filed July 2, 2015
         See http://bankrupt.com/misc/cacb15-13366.pdf
         represented by: Christopher P. Walker, Esq.
                         LAW OFFICE OF CHRISTOPHER P. WALKER, P.C.
                         E-mail: cwalker@cpwalkerlaw.com

In re Desert Moon Properties LLC
   Bankr. C.D. Cal. Case No. 15-16687
      Chapter 11 Petition filed July 2, 2015
         See http://bankrupt.com/misc/cacb15-16687.pdf
         filed Pro Se

In re Jason Leon Winborne
   Bankr. C.D. Cal. Case No. 15-20597
      Chapter 11 Petition filed July 2, 2015

In re Jennifer L. Accristo and Bernard Raymond Accristo
   Bankr. N.D. Cal. Case No. 15-30867
      Chapter 11 Petition filed July 2, 2015

In re John E. Tracey and Patricia M. Tracey
   Bankr. S.D. Fla. Case No. 15-22094
      Chapter 11 Petition filed July 2, 2015

In re Rebecca Landau
   Bankr. N.D. Ga. Case No. 15-21330
      Chapter 11 Petition filed July 2, 2015

In re L. Fromelius Investement Properties, LLC
   Bankr. N.D. Ill. Case No. 15-22943
      Chapter 11 Petition filed July 2, 2015
         See http://bankrupt.com/misc/ilnb15-22943.pdf
         represented by: Ariane Holtschlag, Esq.
                         LAW OFFICE OF WILLIAM J. FACTOR, LTD.
                         E-mail: aholtschlag@wfactorlaw.com

In re Gerald Edwin Harris, Jr. and Sandra Jo Harris
   Bankr. E.D Mo. Case No. 15-44960
      Chapter 11 Petition filed July 2, 2015

In re Steven F. Kimmel and Elise L. Kimmel
   Bankr. D.N.J. Case No. 15-22547
      Chapter 11 Petition filed July 2, 2015

In re Irini Laskaratos
   Bankr. E.D.N.Y. Case No. 15-43088
      Chapter 11 Petition filed July 2, 2015

In re Eles Realty Company, Inc
   Bankr. W.D. Pa. Case No. 15-22404
      Chapter 11 Petition filed July 2, 2015
         See http://bankrupt.com/misc/pawb15-22404.pdf
         represented by: Shawn N. Wright, Esq.
                         LAW OFFICE OF SHAWN N. WRIGHT
                         E-mail: shawn@shawnwrightlaw.com

In re Project Reach Ministries
   Bankr. D.S.C. Case No. 15-03503
      Chapter 11 Petition filed July 2, 2015
         See http://bankrupt.com/misc/scb15-03503.pdf
         represented by: Robert A. Pohl, Esq.
                         POHL, P.A.
                         E-mail: robert@pohlpa.com

In re Stuart Martin Ledis
   Bankr. S.D. Fla. Case No. 15-22105
      Chapter 11 Petition filed July 3, 2015

In re Sunny Ramaswami Dewakar
   Bankr. E.D. Va. Case No. 15-12311
      Chapter 11 Petition filed July 3, 2015

In re Eric Thomas Peters and Sherry Lynn Peters
   Bankr. N.D. Cal. Case No. 15-52210
      Chapter 11 Petition filed July 5, 2015

In re Vintaco Inc.
   Bankr. S.D.N.Y. Case No. 15-11762
      Chapter 11 Petition filed July 5, 2015
         See http://bankrupt.com/misc/nysb15-11762.pdf
         represented by: Rachel S. Blumenfeld, Esq.
                         LAW OFFICES OF RACHEL S. BLUMENFELD
                         E-mail: rblmnf@aol.com

In re ACME Graphic Arts Finishing, Inc.
   Bankr. C.D. Cal. Case No. 15-20720
      Chapter 11 Petition filed July 6, 2015
         See http://bankrupt.com/misc/cacb15-20720.pdf
         represented by: Vanessa M Haberbush, Esq.
                         HABERBUSH & ASSOCIATES LLP
                         E-mail: vhaberbush@lbinsolvency.com

In re Paul Edward Michelin
   Bankr. D. Colo. Case No. 15-17476
      Chapter 11 Petition filed July 6, 2015

In re Lawnwood Associates, LLC
   Bankr. S,D, Fla. Case No. 15-22193
      Chapter 11 Petition filed July 6, 2015
         See http://bankrupt.com/misc/flsb15-22193.pdf
         represented by: Nadine V. White-Boyd, Esq.
                         MARKARIAN, FRANK, WHITE-BOYD & HAYES
                         E-mail: nwbbnk@fwbpa.com

In re Kenneth Alan Sargent
   Bankr. N.D. Ga. Case No. 15-41550
      Chapter 11 Petition filed July 6, 2015

In re Gudelia Garcia Maqueda
   Bankr. D. Nev. Case No. 15-13903
      Chapter 11 Petition filed July 6, 2015

In re Gus Hionas and Joyce Hionas
   Bankr. D.N.J. Case No. 15-22628
      Chapter 11 Petition filed July 6, 2015

In re Jerry R. Samaniego
   Bankr. D.N.M. Case No. 15-11807
      Chapter 11 Petition filed July 6, 2015

In re Bernida Gonzalez
   Bankr. E.D.N.Y. Case No. 15-43117
      Chapter 11 Petition filed July 6, 2015

In re Keptes, LLC
   Bankr. W.D.N.Y. Case No. 15-20772
      Chapter 11 Petition filed July 6, 2015
         See http://bankrupt.com/misc/nywb15-20772.pdf
         filed Pro Se

In re R.A.E.D. Investments, Inc.
   Bankr. W.D. Pa. Case No. 15-22445
      Chapter 11 Petition filed July 6, 2015
         See http://bankrupt.com/misc/pawb15-22445.pdf
         filed Pro Se

In re Peak Promotions Inc Of Clarksville
   Bankr. M.D. Tenn. Case No. 15-04613
      Chapter 11 Petition filed July 6, 2015
         See http://bankrupt.com/misc/tnmb15-04613.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Go! Rehab, P.A.
   Bankr. N.D. Tex. Case No. 15-32772
      Chapter 11 Petition filed July 6, 2015
         See http://bankrupt.com/misc/txnb15-32772.pdf
         represented by: Marcus Jermaine Watson, Esq.
                         M. J. WATSON & ASSOCIATES, P.C.
                         E-mail: jwatson@mjwatsonlaw.com

In re Robert Michael Tubb
   Bankr. N.D. Tex. Case No. 15-32774

In re Paul Edward Vickrey
   Bankr. W.D. Tex. Case No. 15-10890
      Chapter 11 Petition filed July 6, 2015

In re Rollston Banks, LLC
   Bankr. W.D. Tex. Case No. 15-51617
      Chapter 11 Petition filed July 6, 2015
         See http://bankrupt.com/misc/txwb15-51617.pdf
         represented by: Dean William Greer, Esq.
                         E-mail: dwgreer@sbcglobal.net

In re Robert E. Thompson, MD, A Professional Corporation
   Bankr. E.D. Cal. Case No. 15-12310
      Chapter 11 Petition filed July 7, 2015
         See http://bankrupt.com/misc/cacb15-12310.pdf
         represented by: Mufthiha Sabaratnam, Esq.
                         SABARATNAM AND ASSOCIATES - L.A.
                         Email: pke115mfs@yahoo.com

In re George James Salwasser
   Bankr. E.D. Cal. Case No. 15-12705
      Chapter 11 Petition filed July 7, 2015

In re CPS Partners Unlimited, LLC
   Bankr. M.D. Ga. Case No. 15-30702
      Chapter 11 Petition filed July 7, 2015
         See http://bankrupt.com/misc/gamb15-30702.pdf
         filed Pro Se

In re E&D Enterprises, Inc.
   Bankr. M.D. Ga. Case No. 15-30703
      Chapter 11 Petition filed July 7, 2015
         See http://bankrupt.com/misc/gamb15-30703.pdf
         filed Pro Se

In re Leafs Hockey Club, Inc.
   Bankr. N.D. Ill. Case No. 15-23198
      Chapter 11 Petition filed July 7, 2015
         See http://bankrupt.com/misc/ilnb15-23198.pdf
         represented by: Michael L. Gesas, Esq.
                         ARNSTEIN & LEHR, LLP
                         E-mail: mlgesas@arnstein.com

In re The Gain (NY) LLC
   Bankr. E.D.N.Y. Case No. 15-43123
      Chapter 11 Petition filed July 7, 2015
         See http://bankrupt.com/misc/nyeb15-43123.pdf
         represented by: Vincent F Spata, Esq.
                         E-mail: vfspata@gmail.com

In re Roger Havranek
   Bankr. D. Or Case No. 15-33278
      Chapter 11 Petition filed July 7, 2015



                            *********

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 ***