TCR_Public/150729.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, July 29, 2015, Vol. 19, No. 210

                            Headlines

A & T MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
ACME HOLDING: Judge Barry Sends Case to Chapter 7
ALBANY INDUSTRIAL: Fitch Cuts Series 2007A Bonds Rating to 'B'
ALBANY MOLECULAR: Moody's Assigns 'B3' Corp. Family Rating
ALCO STORES: Judge Tackles Money Transmitter Laws in Bankr. Context

ALCO STORES: Sells Ogallaha Property, Certificate for $368,045
ALLSTATE CORPORATION: Fitch Assigns 'BB+' Preferred Stock Rating
ALTA MESA: Moody's Lowers Corp. Family Rating to Caa1, Outlook Neg
AMERICAN NATURAL: Court Won't Appoint Ch.11 Trustee for Now
APPROACH RESOURCES: Moody's Cuts Sr. Unsec. Notes Rating to Caa1

ART AND ARCHITECTURE: Los Angeles MTA Buys Leased Property
ATLANTIC & PACIFIC: Can Pay $28.3M to Critical Vendors
ATLANTIC & PACIFIC: Has Until Aug. 18 to File Schedules
ATLANTIC & PACIFIC: Hires Prime Clerk as Administrative Agent
ATLANTIC & PACIFIC: Hires Weil Gotshal as Attorneys

ATLANTIC & PACIFIC: Long Island Store Closings to Cut 472 Jobs
ATLANTIC & PACIFIC: Prime Clerk Okayed as Claims & Noticing Agent
ATLANTIC & PACIFIC: Proposes Sale Protocol for Non-Core Stores
ATLANTIC & PACIFIC: Seeks to Release Funds Held in Trust
ATLANTIC & PACIFIC: Taps Evercore Group as Investment Banker

BAHA MAR: China Bank Joins Contractor in Bid to Toss Ch. 11 Case
BAXANO SURGICAL: Amends Schedule Unsec. Nonpriority Claims
BLUE RACER: Proposed $300MM Notes Has No Impact on Moody's 'B1' CFR
BRISTOL BRICKELL: Voluntary Chapter 11 Case Summary
BULLIONDIRECT INC: Section 341 Meeting Set for August 25

CAL DIVE: Has Nod to Sell Marine Vessels to Everest Hill for $10M
CAL DIVE: Judge Approves Sale of Vessels to Modern American
CAL DIVE: Sale of HOC Offshore, Tiburon Interests to Arendal OK'd
CAL DIVE: Shelf Subsea Can Acquire Shares, Assets for $17M
CAL DIVE: To Get $1.05-Mil. from Sale of Vessels to MERG

CHICAGO EDUCATION BOARD: Fitch Cuts $6BB ULTGO Bonds Rating to BB+
CORINTHIAN COLLEGES: Plan Goes to Aug. 26 Confirmation Hearing
CORPORATE RESOURCE: Enters Chapter 11 to Complete Wind Down
CORPORATE RESOURCE: Seeks to Use Wells Fargo Cash Collateral
CROSSROADS SYSTEMS: Receives NASDAQ Listing Non-Compliance Notice

CRP-2 HOLDINGS: Section 341 Meeting Set for September 3
DEB STORES: Financial Recovery Okayed as Exclusive Recovery Agent
DOVER DOWNS: Receives NYSE Listing Non-Compliance Notice
ECI HOLDCO: S&P Revises Outlook to Negative & Affirms 'B+' CCR
ELECTRICAL COMPONENTS: Moody's Retains B2 CFR on $50MM Loan Upsize

ENERGY FUTURE: Wants Luminant Suit vs. Tremble Parties to Proceed
EZENIA! INC: Gets Debt Financing, Exits Chapter 11 Bankruptcy
FJK PROPERTIES: Files Schedules of Assets and Liabilities
FRONTIER STAR: Case Summary & 20 Largest Unsecured Creditors
GEORGETOWN MOBILE: Files Schedules of Assets and Liabilities

HYPNOTIC TAXI: Section 341 Meeting Set for August 28
I.E.C. RENTALS: Court Extends Exclusive Filing Period by 90 Days
I.E.C. RENTALS: Withdraws Bid to Turnover Property to the Estate
INFOGROUP INC: S&P Affirms 'B-' CCR & Revises Outlook to Stable
JUPITER RESOURCES: Moody's Lowers CFR to B3, Outlook Stable

LIFE PARTNERS: Chapter 11 Trustee's Prior Connections Unveiled
LOCAL CORP: Robins Kaplan Named Counsel to Creditors' Committee
LOCAL CORPORATION: Creditors' Panel Tap Robins Kaplan as Counsel
MILAGRO OIL & GAS: Meeting of Creditors Set for August 20
MILAGRO OIL: Final DIP Hearing Set for Aug. 21

MILAGRO OIL: Proposes Sept. 1 Disclosure Statement Hearing
MONTREAL MAINE: Trustee Files Clawback Suit Against Investors
NRAD MEDICAL: Court Asked to Determine Necessity of Ombudsman
NRAD MEDICAL: Has No Definitive Deal with Lender Over Cash Use
OCEAN 4660: Judge Olson Rejects Bias Claim, Disqualification Bid

OLD VILLAGE INN: Case Summary & Largest Unsecured Creditors
PEABODY ENERGY: Fitch Cuts Issuer Default Rating to 'CCC'
PHOSCAN CHEMICAL: Put Under TSX's Remedial Review Process
RCC CONSULTANTS: Black & Veatch Offers Up to $3.5M for Assets
REGENT PARK: Has Settlement with First State Bank

REVSTONE INDUSTRIES: Has Until Dec. 31 to Remove Actions
RIVER CITY: Court Fixes August Deadline for Admin. Claims
ROADMARK CORP: Has Until Aug. 27 to File Plan of Reorganization
RREAF O&G: Given Until Aug. 7 to File Schedules
RREAF O&G: Spectrum Opposes Use of Cash Collateral

SABINE OIL: Has Until Aug. 28 to File Schedules
SARKIS INVESTMENTS: Seeks to Sell Calif. Property for $24.5MM
SNL FINANCIAL: Moody's Retains B2 CFR on Pending Sale to McGraw
SNL FINANCIAL: S&P Puts 'B' CCR on CreditWatch Positive
SOUTHEAST HOUSING: Moody's Hikes Rating on 2007-I Rev. Bonds to Ba2

SOUTHERN FILM: Aug. 7 Fixed as Administrative Claims Bar Date
SOUTHGOBI RESOURCES: CIC Interest Payment Cure Period Expires
STANCORP FINANCIAL: Fitch Affirms 'BB+' Rating on 2067 Debt
STATE FISH: Hearing on Case Dismissal Continued Until Aug. 20
STATE FISH: May Sell HPP/Calpack Biz Subject to Higher Bids

STONEBRIDGE FINANCIAL: Claims Bar Date Slated for September 4
TEXAS REGENCY: Amends Schedule of Personal Property
THREE FROGS: Case Summary & 20 Largest Unsecured Creditors
TOLLENAAR HOLSTEINS: Ch. 11 Trustee Wants Case Converted to Ch. 7
TRANS COASTAL: Section 341(a) Meeting Scheduled for August 27

TRANSWORLD SYSTEMS: S&P Assigns 'B' CCR, Outlook Negative
UNIFIED 2020: Hearing on Case Conversion Continued Until Aug. 6
US SHALE: S&P Withdraws 'CC' CCR Due to Lack of Sufficient Info.
WATER PIK: Moody's Affirms 'B3' CFR on Dividend Distribution
WATER PIK: S&P Affirms 'B' Corp. Credit Rating

WAVE SYSTEMS: Files NASDAQ Listing Non-Compliance Hearing Request
WAYCO HAM: Case Summary & 20 Largest Unsecured Creditors

                            *********

A & T MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: A & T Management & Holdings LLC
        15 Kevin Court
        Jericho, NY 11753

Case No.: 15-73191

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 27, 2015

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

Judge: Hon. Alan S Trust

Debtor's Counsel: Roy J Lester, Esq.
                  LESTER & ASSOCIATES
                  600 Old Country Road, Suite 229
                  Garden City, NY 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281
                  Email: rlester@rlesterlaw.com

Total Assets: $1.2 million

Total Liabilities: $1.9 million

The petition was signed by Harry Aurora, sole member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb15-73191.pdf


ACME HOLDING: Judge Barry Sends Case to Chapter 7
-------------------------------------------------
Acme Holding Company, Inc., a single-bank holding company that
Alexander Peyton Golden, III [Lex Golden] formed in 1986 for the
purpose of acquiring the Bank of Mulberry, an Arkansas
state-chartered bank, will proceed in Chapter 7 liquidation,
according to Bankruptcy Judge Ben Barry.

Judge Barry granted the requests of three Acme creditors to convert
the case to Chapter 7.

On October 27, 2014, Acme filed its first disclosure statement and
a plan of reorganization.  On November 19, 2014, secured creditor
Chambers Bank objected to the adequacy of the debtor's first
disclosure statement.  C Holdings, LLC also objected on November
20, 2014.

Chambers moved to dismiss or, alternatively, to convert the
debtor's case to a case under chapter 7 on December 12, 2014. On
December 29, Hildene Asset Management, LLC and Hildene
Opportunities Master Fund, Ltd. moved to convert the debtor's case
to a case under chapter 7. C Holdings likewise moved to convert the
case to a chapter 7 on December 30; neither Hildene nor C Holdings
moved to dismiss the case.

On January 6, 2015, the debtor filed an amended disclosure
statement to which Chambers objected on January 20. Hildene and C
Holdings filed objections on January 27 and January 28,
respectively.

Chambers supplemented its motion to dismiss or convert on February
13, 2015, alleging an additional basis for the dismissal or
conversion of the debtor's chapter 11 case to a case under chapter
7.

Six weeks later, the debtor filed a Plan supplement on March 29,
purporting to change its treatment of Hildene.  On April 1, the
debtor's attorney, Stanley V. Bond, filed with the Court a letter
written by attorney Richard L. Ramsay on behalf of Walter Quinn,
assertedly one of the debtor's unsecured creditors that acquired
the claim of Axys Corporation, expressing Quinn's opposition to the
dismissal of the debtor's bankruptcy case.

The Court held a two-day hearing beginning on April 2, 2015 on the
motion to dismiss or convert filed by Chambers, the motions to
convert filed by C Holdings and Hildene, and the objections to the
adequacy of the debtor's disclosure statement filed by all three
creditors.

A copy of the Court's July 22, 2015 Order and Opinion is available
at http://is.gd/naNm6hfrom Leagle.com.

                  About Acme Holding Company

Headquartered in Mulberry, Arkansas, Acme Holding Company, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case
No. 14-71315) on April 29, 2014, estimating assets up to $50,000,
and liabilities between $1 million and $10 million.  The petition
was signed by Alexander "Lex" P. Golden, III, chief executive
officer.  Judge Ben T. Barry presides over the case.  Stanley V.
Bond, Esq., at Bond Law Office, serves as the Debtor's Chapter 11
counsel.

Another filing was made on April 29, 2014, for Acme Holding (Case
No. 14-71316).


ALBANY INDUSTRIAL: Fitch Cuts Series 2007A Bonds Rating to 'B'
--------------------------------------------------------------
Fitch Ratings has downgraded the following bonds issued by the
Albany Industrial Development Agency (NY) on behalf of the Brighter
Choice Charter School for Boys and the Brighter Choice Charter
School for Girls (together, BCCS):

  -- $16.5 million of civic facilities revenue bonds, series 2007A

     to 'B' from 'B+'.

Fitch has removed the bonds from Rating Watch Negative and assigned
a Stable Outlook.

SECURITY

The bonds are a general obligation of BCCS and are payable from
gross revenues composed primarily of state-mandated school district
per-pupil aid payments. Bondholders benefit from a cash funded
reserve equal to maximum annual debt service (MADS), other reserve
funds under the indenture and a first mortgage lien on the two
school facilities.

KEY RATING DRIVERS

HIGHLY SPECULATIVE CREDIT CHARACTERISTICS: The downgrade to 'B'
reflects material risk due to management changes, weak operating
performance, a volatile external environment, and a short-term
three-year charter renewal. Offsetting factors include adequate
academic performance and sound demand and enrollment.

SUFFICIENT COVERAGE EXPECTED: Removal from Rating Watch Negative
reflects management's preliminary expectation that fiscal 2015
legal coverage will have exceeded 1x and possibly met the 1.1x
covenant. Expected improvement reduces the risk of acceleration due
to legal coverage below 1x; remaining risk is in line with
expectations for the rating level.

MINIMAL RESERVES: The schools have minimal balance sheet cushion to
offset weak operating performance or absorb unexpected pressures.
Available funds at June 30, 2014 accounted for a very thin 2.9% of
operating expenses. A debt service reserve cash-funded to MADS and
generally sufficient coverage from operations provide a limited
margin of safety.

RATING SENSITIVITIES

DEBT SERVICE COVERAGE: The Brighter Choice Charter Schools' balance
sheet cushion is not sufficient to support debt service coverage
below 1x from operations. Failure to generate at least 1x or
greater coverage from operations could lead to further negative
rating action.

CHARTER SCHOOL SECTOR RISKS: A limited financial cushion;
substantial reliance on enrollment-driven, per-pupil funding, and
charter renewal risk are credit concerns common among all charter
school transactions which, if pressured, could negatively affect
the rating.

CREDIT PROFILE

BCCS opened in 2002 with a stated mission to provide a
single-gender public school alternative for students from
economically disadvantaged families. The schools were launched with
the support of the Brighter Choice Foundation, which developed the
facilities. The 2007A proceeds funded the schools' purchase of the
facilities from the foundation and certain enhancements. The
schools remain fully enrolled at or above their chartered
enrollment of 270 each; academic results are adequate and have
improved somewhat in recent years.

The schools are authorized by the New York State Board of Regents
and have received three charter renewals since inception. The
authorizer most recently granted in March 2015 a three-year
renewal, short of the five-year term requested by BCCS, due to
financial and management concerns. A short-term renewal is a
speculative-grade characteristic, but the three-year renewal does
not drive the downgrade or constrain the rating at the current
level.

MANAGEMENT CHANGES PRESENT CHALLENGE

BCCS has ended its relationship with the Albany Charter School
Network (affiliated with the foundation), which had been providing
increasing financial management and academic support to the
schools. BCCS reports that the network was unable to continue prior
levels of academic support owing to external factors.

BCCS has engaged experienced consultants to oversee finances and
operations, and is working to rebuild academic support functions
internally. Fitch believes BCCS has responded appropriately to the
situation, but that the challenges and costs of replacing
management functions increase risk over the three-year charter
term.

COVERAGE EXPECTED TO IMPROVE

While results are preliminary, management expects that fiscal 2015
legal debt service coverage will have improved to exceed 1x and
possibly to meet the 1.1x covenant. Reported improvement is in line
with Fitch's prior expectations for fiscal 2015 based on a return
to full enrollment and budgeted expenditure reductions.

Legal coverage below 1.1x triggers a consultant call, but legal
coverage below 1x, as occurred in fiscal 2014 (0.9x), opens the
door for bondholders to accelerate or pursue other remedies that
could lead to a default. Fitch believes that improved coverage
expectations mitigate this risk somewhat, and that remaining risk
related to fiscal 2014 results is appropriately reflected in the
'B' rating.

MINIMAL FINANCIAL CUSHION

The schools have minimal balance sheet cushion to offset weak
operating performance or absorb unexpected pressures. Available
funds of $265,000 at June 30, 2014 are very low relative to
operating expenses (2.9%) and debt (1.6%), providing minimal
cushion to cover debt service, operating losses, or unanticipated
variances to budget. A debt service reserve cash-funded to MADS and
generally sufficient coverage from operations provide a limited
margin of safety.



ALBANY MOLECULAR: Moody's Assigns 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD Probability of Default rating to Albany Molecular Research
Inc. ("AMRI"), a US-based contract research and manufacturing
organization ("CRMO") for the pharmaceutical industry.  Moody's
assigned a B1 rating to the company's proposed first lien credit
facilities.  In addition, Moody's assigned an SGL-3 Speculative
Grade Liquidity rating to AMRI.  The rating outlook is stable.
This is the first time that Moody's has rated AMRI.

The company has used proceeds from the new senior secured credit
facilities (comprised of a $30 million revolver and a $200 million
term loan) to fund the cash portion of the acquisition of Gadea --
a Spain-based CMO, pay down its existing revolving credit facility,
pay fees and expenses and for general corporate purposes.

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

-- Corporate Family Rating at B3
-- Probability of Default Rating at B3-PD
-- Senior secured first lien credit facilities
     at B1, LGD2
-- Speculative Grade Liquidity Rating at SGL-3

The outlook is stable.

RATING RATIONALE

AMRI's B3 CFR reflects its small size and thin contract
manufacturing operating margins (excluding royalty income) relative
to leading CRMOs and its narrow focus on specialty active
pharmaceutical ingredients development and contract manufacturing.
The rating also incorporates its high financial leverage of above
5.5x debt/EBITDA (incorporating Moody's standard analytical
adjustments) and weak cash flow.  The company's earnings and cash
flow are susceptible to volatility due to its inherently high fixed
cost structure, on-going integration and restructuring costs and
the capital intensiveness of its business.  The rating further
reflects execution risks associated with the company's roll-up
strategy through debt-financed acquisitions.

Positive rating factors include AMRI's focus on complex APIs and
finished products that partially mitigates its small scale and
customer concentration risk relative to other CMOs.  The rating is
further supported by the enhanced production capabilities,
broadened product offerings and gradually reduced dependency on
royalty income resulting from acquisitions, as well as Moody's
expectation that the rising outsourcing trend in the
biopharmaceutical industry will continue to drive long term demand
for contract research and manufacturing services.

The stable outlook reflects Moody's expectation that the company
will continue to grow its contract manufacturing revenue and
earnings to offset the declining royalty income over the next few
years.  The outlook also assumes that AMRI will maintain adequate
liquidity to buffer the earnings and cash flow volatility.

The SGL-3 indicates adequate liquidity.  Moody's expects the
company to improve its free cash flow to breakeven or slightly
positive over the next 12 months.  In addition, Moody's anticipates
that AMRI will maintain access to the $30 million revolver and
remain in compliance with its financial covenant. However, the
company's liquidity could weaken based on a potential cash outlay
should holders of AMRI's $150 million senior unsecured convertible
notes due 2018 (unrated) elect a conversion into cash under a
scenario in which the conversion conditions are satisfied.

The rating could be upgraded if AMRI is able to substantially
improve its margins and demonstrate earnings stability and generate
sustainable positive free cash flow.  In addition, Moody's could
consider a rating upgrade if the company delevererages and sustains
debt/EBITDA below 5.0x.

The rating could be downgraded if debt/EBITDA is sustained above
6.5x or if free cash flow remains negative.  A material
deterioration in liquidity for any reason, including increasing
refunding risks from its existing convertible debt, will also
pressure the rating downward.

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

AMRI (NASDAQ: AMRI) is a global contract research and manufacturing
organization providing customers drug discovery, development and
manufacturing services.  The company generated approximately $299
million reported revenue over the last twelve months ended March
31, 2015.


ALCO STORES: Judge Tackles Money Transmitter Laws in Bankr. Context
-------------------------------------------------------------------
Bankruptcy Judge Stacey G. C. Jernigan dismissed an adversary
proceeding launched by Blackhawk Network, Inc. and Blackhawk
Network California, Inc. against Alco Stores Inc., related to
stored value cards purchased by consumers at the debtor's outlets.
Judge Jernigan said Blackhawk does not have a viable claim against
any of the Debtor's existing cash or assets and it has, at best, a
mere unsecured claim against the estate.

Blackhawk is a middleman-distributor of the SVCs.  Some of these
SVCs are in the nature of debit cards issued by third-party
financial institutions. Others of the SVCs are in the nature of
"gift cards" issued by various third party retailers -- which Alco
customers could select off of display racks at the Debtor's Retail
Stores, request the store cashier load with a specific monetary
amount (paying such amount to the Debtor), and then later redeem
with a Participating Vendor.  The SVCs were not "Alco" gift cards;
the Debtor was a seller of these SVCs at its various Retail Store
locations and, when a customer purchased an SVC, it was acquiring
value (a) to be used with some other retail establishment (e.g.,
Bed Bath & Beyond or Kohl's) or (b) that was being provided by a
financial institution unrelated to the Debtors.

In its Adversary Proceeding, Blackhawk seeks a declaratory judgment
that:

     (a) the $820,538.18 of swept SVC sale proceeds were not
property of the Debtor's bankruptcy estate pursuant to section
541(d) of the Bankruptcy Code, i.e., the property was "property of
Blackhawk and its network providers"; and

     (b) the commingling and failure to remit the SVC sale proceeds
to Blackhawk results in a statutory trust in favor of Blackhawk,
resulting in a lien on all of the Debtor's property in the total
amount of SVC sale proceeds that were subject to remittance, i.e.,
a floating lien that reaches the Debtor's existing cash, even
though the cash resulted from funds obtained postpetition by the
Debtor from the sale of its personal and real property, not from
the sale of the SVCs.  

Blackhawk argues that various State Money Transmitter Laws operate
to impose a lien on the Debtor's assets beyond what is traceable to
the SVC sale proceeds.

Blackhawk also wants the Debtor to immediately turn over
$820,538.18, in full satisfaction of Blackhawk's alleged lien for
the value of SVC sale proceeds which the Debtor was allegedly
required to hold in trust.

According to Judge Jernigan, Blackhawk may not look to the State
Money Transmitter Laws to impose a floating trust on the general,
postpetition assets of the Debtor, specifically where the
undisputed facts demonstrate that the Debtor commingled the SVC
sale proceeds in its Master Depository Account prepetition, that
the funds were swept by Wells Fargo, the Debtor's secured lender,
and completely depleted, and that the funds currently held by the
Debtor are completely derived from the postpetition sales of the
Debtor's property and do not include any funds related to the sale
of SVCs.

"This court does not interpret the State Money Transmitter Laws so
broadly as to create a floating trust or lien on general assets of
a seller of SVCs," Judge Jernigan said.  

But even if Blackhawk is correct about the wording or intent of the
State Money Transmitter Laws being this broad, the statutes cannot
be applied in a way to dispense with the need for tracing in the
context of a federal bankruptcy case, she said.  Thus, the State
Money Transmitter Laws would be unenforceable in bankruptcy, to the
extent they purported to: (a) create a trust/lien on all general
assets of the Debtor; and (b) dispense with the need for tracing.

Judge Jernigan also rejects Blackhawk's attempt to analogize the
money transmitter statutes to the Perishable Agricultural
Commodities Act and the Packers and Stockyards Act statutes, which
have a concept of granting a floating lien or trust on derivative
and commingled assets, and have been widely interpreted by courts
as dispensing with the need for tracing.

"The PACA and PASA statutes do not appear to provide that an unpaid
vendor would have a trust or lien on a parcel of real estate a
debtor owned in Nome, Alaska or the sale proceeds therefrom -- that
were far removed from any commingled assets-- unless perhaps
proceeds of the perishable goods had been used to make improvements
on the Nome, Alaska land (in that situation, surely the vendor
would be required to trace)," the judge said.

She added, "Even if this court is wrong about the reach of PACA and
PASA, clearly Congress expressed an unambiguous intent in those
statutes to protect the nation's food growers, avoid a burden being
placed on them when they sell product on credit, and regulate the
significant public interest in the food supply generally. There
does not seem to be this same grave policy concern that anyone has
articulated when SVCs are put into the stream of commerce."

To cap her decision, Judge Jernigan said the words from Judge
Carolyn King more than 20 years ago seem fitting today in the
adversary proceeding: "Just as medieval alchemists bent all their
energies to discovering a formula that would transmute dross into
gold, so too do modern creditors' lawyers spend prodigious amounts
of time and effort seeking to convert their clients' general,
unsecured claims against a bankruptcy debtor into something more
substantial."

The case is, BLACKHAWK NETWORK, INC., and BLACKHAWK NETWORK
CALIFORNIA, INC., Plaintiffs, v. ALCO STORES, INC., Defendant, Adv.
Proc. No. 15-03005 (N.D. Tex.).  A copy of the Court's July 24,
2015 Memorandum Opinion and Order is available at
http://is.gd/jvOue6from Leagle.com.

                         About ALCO Stores

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

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

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

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

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

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

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

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

On June 3, 2015, the Court confirming the Debtor's first amended
plan of liquidation.  Under the Amended Plan, allowed secured claim
holders will be paid in the full amount, general unsecured claim
holders will receive their pro rata share of liquidating trust cash
and holders of subordinated claims and equity interests claim will
receive no distribution under the Plan.  Under the Plan, the
estimated recovery for general unsecured claimants is a range
between 1% and 15%.


ALCO STORES: Sells Ogallaha Property, Certificate for $368,045
--------------------------------------------------------------
Alco Stores Inc. will get $368,045 from the sale of its assets to
Bomgaars Supply Inc. and DGS-Acquisition LLC, according to court
filings.

Bomgaars purchased Alco's real property adjacent to the retailer's
former store located in Ogallaha, Nebraska.  The property was sold
for $50,000.

In connection with the sale of the property, Alco sold to
DGS-Acquisition the patronage refund certificate issued by
Associated Wholesale Grocer.  The certificate was sold for
$318,045, court filings show.

                         About ALCO Stores

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

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

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

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

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

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

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

On June 3, 2015, the Court confirming the Debtor's first amended
plan of liquidation.

Under the Amended Plan, allowed secured claim holders will be paid
in the full amount, general unsecured claim holders will receive
their pro rata share of liquidating trust cash and holders of
subordinated claims and equity interests claim will receive no
distribution under the Plan.  Under the Plan, the estimated
recovery for general unsecured claimants is a range between 1% and
15%.  

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


ALLSTATE CORPORATION: Fitch Assigns 'BB+' Preferred Stock Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Issuer Default Rating (IDR) of
the Allstate Corporation (Allstate) as well as the 'A+' Insurer
Financial Strength (IFS) ratings of Allstate Insurance Co. and its
property/casualty (P/C) affiliates. In addition, Fitch has upgraded
the IFS ratings of Allstate Life Insurance Co. and its subsidiaries
(ALIC) along with American Heritage Life Insurance Co. (AHLIC) to
'A' from 'A-'. The Rating Outlook is Stable. A full list of ratings
follows at the end of this release.

KEY RATING DRIVERS

Fitch's affirmation is supported by Allstate's top-tier market
position in personal lines insurance, solid underwriting results in
P/C insurance, and a holding company with good financial
flexibility. The capitalization of Allstate's P/C operations is
consistent with the current rating category, but consequently holds
the rating down in the 'A' category.

The upgrade of ALIC reflects Fitch's improved view of ALIC's
strategic importance within the Allstate enterprise as 'Very
Important' compared with the previous view as 'Important.' This
view considers the various strategic actions taken by the company
to strengthen its risk profile, including de-emphasizing
spread-based products in favor of traditional underwritten
products, along with enhanced dividend capacity to support parent
objectives.

The 'standalone' IFS rating on ALIC is 'BBB' with a three-notch
uplift applied for parent support. The ratings continue to benefit
from the Capital Support Agreement from Allstate Insurance Co. and
its access to the holding company credit facility.

The upgrade of AHLIC reflects a 'standalone' IFS rating of 'A-' and
an 'Important' strategic category. While Fitch views AHLIC's
financial metrics more favorably than ALIC's, the agency views the
company as less synergistic to the Allstate enterprise and ALIC.
Thus, AHLIC receives a one-notch uplift in its rating.

Allstate has 'large' market position, size and scale that would be
consistent with Fitch's guidelines for a higher rating category.
Allstate is the second-largest personal lines insurance writer in
the U.S. behind State Farm Mutual Automobile Insurance Company
(State Farm). Allstate's market position in private auto is third
behind Government Employees Insurance Co. (GEICO) and State Farm,
while its homeowners insurance remains the second largest after
State Farm.

Underwriting results for Allstate's property/liability business
remained better than Fitch's median guidelines for the current
rating category with a three-year average GAAP combined ratio of
93.8%. Allstate reported a combined ratio of 93.7% for the first
three months of 2015 relative to 94.7% for the comparable period in
2014. Catastrophe losses accounted for 4.0 percentage points on the
combined ratio for the first three months of 2015 compared to 6.3
points in the comparable period in 2014.

Personal auto accounts for approximately two-thirds of
property/liability written premiums and reported a combined ratio
of 98.5% for the first three months of 2015, deteriorating from
96.1% in the comparable period in 2014. Increased frequency and
severity trends were responsible for the period-to-period
deterioration in underwriting results.

One-fifth of Allstate's property/liability written premium comes
from the homeowners' line of business. Underwriting results for the
homeowners line continue to be positive, reporting a combined ratio
of 79.2% for the first three months of 2015, improving from 88.4%
in the first quarter of 2014 (1Q14). Catastrophe losses through
1Q15 were down to 13.9% of earned premium from 21.6% in 1Q14.

Consolidated earnings before interest expense and taxes covered
interest expense and preferred dividends by 10x during the first
three months of 2015, up from 8.8x in the comparable period of
2014. Fixed charge coverage at this level is approaching Fitch's
median guideline of 12x for the 'AA' rating category.

Fitch's rating rationale anticipates a continuation of Allstate's
practice of maintaining liquid assets at the holding company level
to fund at least one year of interest expense, preferred dividends
and common dividends, as well as upcoming debt maturities. Allstate
had $3.37 billion in holding company assets at March 31, 2015 that
could be liquidated within three months, relative to forecasted
annual interest expense, and preferred and common dividends of
approximately $880 million.

Combined statutory surplus at Allstate's P/C operations was $17
billion at year-end 2014, down $1 billion from year-end 2013 and
below pre-financial-crisis levels of $19.1 billion reported at
year-end 2006. Capitalization at Allstate's P/C operations
continues to be considered 'Strong' as measured by Fitch's
proprietary Prism capital model, which is consistent with
guidelines for the current rating category. Stated net leverage was
3.4x at March 31, 2015, and approximately 4x excluding life company
capital.

ALIC reported a pre-tax GAAP operating return on assets (ROA) of
1.3% in 2014 and 1Q15 compared with 0.9% in 2013. This improvement
was offset by the deterioration of ALIC's risky assets ratio, which
increased to 212% in 2014 from 178% in 2013, remaining below
expectations for the current rating level. AHLIC generated a
statutory ROA of 9.8% in 2014 and has a much cleaner investment
profile.

Fitch published newly updated insurance notching criteria on July
14, 2015 via an update to its master criteria report, 'Insurance
Rating Methodology.' Today's affirmation reflects application of
the updated notching criteria to Allstate's ratings.

RATING SENSITIVITIES

Key rating triggers for Allstate that could lead to an upgrade
include:

-- Sustainable capital position measured by net leverage
    excluding life company capital below 3.8x and a score
    approaching 'Very Strong' on Fitch's Prism capital model;
-- Reduced volatility in earnings from catastrophe losses and
    better operating results consistent with companies in the 'AA'

    rating category.

Key rating triggers that could lead to an upgrade for the life
operations include:

-- Standalone ratings for ALIC could be upgraded if its statutory

    Risky Assets/TAC ratio improved to 130% and the company is
    able to sustain a GAAP-based ROA over 80 basis points;
-- Ratings for ALIC could also be upgraded if Fitch's view of its

    strategic importance changes to 'Core' from 'Very Important;'
-- AHLIC's standalone rating is unlikely to be upgraded in the
    intermediate term, due to its relatively small size and scale;

-- Ratings for AHLIC could be upgraded if Fitch's view of its
    strategic importance changes to 'Very Important' from
    'Important' or if the agency's view of parent support merits a

    greater degree of uplift.

Key rating triggers for Allstate that could lead to a downgrade
include:

-- A prolonged decline in underwriting profitability that is
    inconsistent with industry averages or is driven by an effort
    to grow market share during soft pricing conditions;
-- Substantial adverse reserve development that is inconsistent
    with industry trends;
-- Significant deterioration in capital strength as measured by
    Fitch's capital model, NAIC risk-based capital, and statutory
    net leverage. Specifically, if net leverage excluding life
    company capital approached 4.8x it would place downward
    pressure on ratings;
-- Significant increases in financial leverage ratio to greater
    than 30%;
-- Liquid assets at the holding company of less than one year's
    interest expense, and preferred and common dividends.

Key rating triggers that could lead to a downgrade for the life
operations include:

-- Standalone ratings for ALIC could be downgraded if its
    statutory Risky Assets/TAC ratio deteriorates further or GAAP-
    based ROA declines to 50 basis points;
-- Standalone ratings for ALIC could be downgraded if there is
    unexpected and adverse surrender activity on liabilities in
    the life insurance operations;
-- AHLIC's standalone rating could be downgraded if financial
    performance or capitalization deteriorates significantly;
-- Ratings for ALIC and AHLIC could be downgraded if Fitch's view

    of the strategic categories weaken.

Fitch affirms the following ratings for Allstate and subsidiaries
with a Stable Outlook:

The Allstate Corporation

-- Long-term IDR at 'A-';
-- Preferred stock at 'BB+';
-- Commercial paper at 'F1';
-- Short-term IDR at 'F1'.

The following junior subordinated debt at 'BBB-':

-- 6.125% $252 million debenture due May 15, 2067;
-- 5.10% $500 million subordinated debenture due Jan. 15, 2053;
-- 5.75% $800 million subordinated debenture due Aug. 15, 2053;
-- 6.5% $500 million debenture due May 15, 2067.

The following senior unsecured debt at 'BBB+':

-- 6.75% $176 million debenture due May 15, 2018;
-- 7.45% $317 million debenture due May 16, 2019;
-- 3.15% $500 million debenture due June 15, 2023;
-- 6.125% $159 million note due Dec. 15, 2032;
-- 5.35% $323 million note due June 1, 2033;
-- 5.55% $546 million note due May 9, 2035;
-- 5.95% $386 million note due April 1, 2036;
-- 6.9% $165 million debenture due May 15, 2038;
-- 5.2% $62 million note due Jan. 15, 2042;
-- 4.5% $500 million note due June 15, 2043.

Fitch also affirms the following with a Stable Outlook:

Allstate Insurance Company
Allstate County Mutual Insurance Co.
Allstate Indemnity Co.
Allstate Property & Casualty Insurance Co.
Allstate Texas Lloyd's
Allstate Vehicle and Property Insurance Co.
Encompass Home and Auto Insurance Co.
Encompass Independent Insurance Co.
Encompass Insurance Company of America
Encompass Insurance Company of Massachusetts
Encompass Property and Casualty Co.
--IFS at 'A+'.

Fitch upgraded the following with a Stable Outlook:

Allstate Life Insurance Co.
Allstate Life Insurance Co. of NY
American Heritage Life Insurance Co.

-- IFS to 'A' from 'A-'.

Allstate Life Global Funding Trusts Program
The following medium-term notes to 'A' from 'A-':

-- $85 million note due Nov. 25, 2016.



ALTA MESA: Moody's Lowers Corp. Family Rating to Caa1, Outlook Neg
------------------------------------------------------------------
Moody's Investors Service downgraded Alta Mesa Holdings, LP's
Corporate Family Rating to Caa1 from B3, Probability of Default
Rating (PDR) to Caa1-PD from B3-PD, senior unsecured rating to Caa2
from Caa1, and affirmed the SGL-4 Speculative Grade Liquidity
rating.  The rating outlook is negative.  This action concludes
Moody's ratings review that was initiated on April 29, 2015.

"Alta Mesa will continue to struggle with weak liquidity, high
leverage and limited cash flow generation in a low commodity price
environment through 2016," said Sajjad Alam, Moody's AVP-Analyst.
"Although the company has made progress in shoring up its liquidity
position in 2015 by issuing a $125 million second lien term loan,
it will continue to face elevated covenant violation risks through
2016 absent further reduction in debt level or a material recovery
in oil prices."

Downgraded:

  Corporate Family Rating, Downgraded to Caa1 from B3
  Probability of Default Rating, Downgraded to Caa1-PD
   from B3-PD
  Senior Unsecured Rating, Downgraded to Caa2 from Caa1
  Outlook: Negative

Affirmed:

  Speculative Grade Liquidity Rating, affirmed at SGL-4

RATINGS RATIONALE

The Caa1 CFR reflects Alta Mesa's weak liquidity, high leverage,
limited scale, and the risks of further degradation in credit
metrics in a low oil and natural gas price environment.  Given
Moody's view of continued weakness in oil prices through 2016, the
company will generate weak cash flows and have limited ability to
reinvest in its business increasing the likelihood of declining
production and earnings and potential covenant violation.  The Caa1
rating is supported by Alta Mesa's strong hedge positions through
2016, liquids-rich production platform (~70%), and meaningful oily
acreage in Oklahoma that could potentially drive oil production and
margin growth with increased capital investments and higher oil
prices.

Alta Mesa's weak liquidity is reflected in the SGL-4 rating which
is also a key driver for the Caa1 CFR.  While Moody's believes the
company might be able to manage its business within operating cash
flow for a period of time, external funding will be needed to hold
production at current levels beyond 2015.  However, given the very
limited headroom under its revolver financial covenants, the
company may not be able to readily access the remaining
availability.  Moody's estimates the company had $80 million of
availability in July proforma for the second lien debt issuances.
The company's revolving credit facility borrowing base was reduced
to $300 million from $375 million on June 3, 2015, although the
maturity date was extended through October 2017.  Alta Mesa has
very little balance sheet cash.

The revolving credit facility has three financial covenants - a
maximum debt to EBITDAX of 4.0x, a minimum EBITDAX to interest of
3.0x, and a minimum current ratio of 1.0x.  The second lien term
loan also has three financial covenants -- a maximum debt to
EBITDAX of 4.5x, a minimum EBITDA to interest of 2.5x, a minimum
current ratio of 1.0x, and a minimum PV-9 to total outstanding
secured debt of 1.5x.  The leverage covenant has the least headroom
and could be tripped in the first half of 2016 if debt levels
increase or EBITDA declines.  The company's next scheduled
borrowing base redetermination is in November 2015 and there is
risk that the borrowing base could be further reduced.
Substantially all of the partnership's assets are pledged as
collateral for the revolving credit facility and the term loan.  As
such, Alta Mesa's ability to raise alternate liquidity is limited
as we expect that any proceeds from asset sales would be used to
pay secured lenders.

The negative outlook reflects weak liquidity and the risks of
further credit erosion.  Moody's will downgrade the CFR if the
company is unable to raise additional liquidity and reduce revolver
debt to avoid a potential covenant violation in late 2015.  A
downgrade is also likely if the EBITDA to interest ratio cannot be
sustained above 1.5x or total liquidity (cash plus revolver
availability) falls below $40 million.  An upgrade is unlikely in
2015.  However, if the company can show a stable to growing
production trend, a retained cash flow to debt ratio above 20%, and
adequate liquidity, an upgrade could be considered.

The principal methodology used in this rating was Global
Independent Exploration and Production Industry published in
December 2011.  Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Alta Mesa Holdings, LP is a privately owned independent E&P company
headquartered in Houston, Texas.  The company's operations are
primarily in Oklahoma and Louisiana.



AMERICAN NATURAL: Court Won't Appoint Ch.11 Trustee for Now
-----------------------------------------------------------
Mickey J. Overall, the registered agent and 100% owner/member and
manager of debtor American Natural Resources, LLC, will continue to
oversee the debtor's affairs, said Bankruptcy Judge Tom R. Cornish
for the Eastern District of Oklahoma.

Judge Cornish rejected an attempt by the U.S. Trustee -- joined by
creditors Loda Okla, LLC and Victoria Time Corp.; and Amtex Oil and
Gas, Inc. -- to oust management and appoint a Chapter 11 Trustee
for the debtor.

"The Court does acknowledge that there could be issues regarding
ANR's relationship with Power Ready, LLC and a potential conflict
within the Overall family. And, ANR's prepetition distributions to
Overall could be a potential conflict of interest for Overall. At
this stage of the case, the Court can only speculate as to what
plan ANR will propose and how these potential conflicts and issues
will be addressed by ANR's management. The Court does not believe
that the questions raised justify the extraordinary remedy of
appointing a trustee at this time," Judge Cornish said.

A copy of the Court's July 21, 2015 Order is available at
http://is.gd/WOmHRqfrom Leagle.com.

American Natural Resources, LLC, based in Tulsa, Oklahoma, filed
for Chapter 11 bankruptcy (Bankr. E.D. Okla. Case No. 15-80355) on
April 13, 2015.  Chad J. Kutmas, Esq., at McDonald, McCann &
Metcalf, Carwile, LLP, serves as Chapter 11 counsel to the Debtor.
Bosche McDermott LLP serves as special counsel, and Opveon serves
as litigation counsel.  

In its petition, ANR estimated $1 million to $10 million in both
assets and liabilities.  The petition was signed by Mickey Overall,
managing member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okeb15-80355.pdf

ANR, organized in August of 2004, is an oil and gas company
involved in the exploration and development of properties in
Oklahoma, primarily in Seminole County.  ANR's bankruptcy was
precipitated by a judgment entered against it, Overall and his wife
Ginette Overall, on March 30, 2015, in the Northern District of
Oklahoma, Case No. 13-CV-191-GKF-FHM. The judgment was in favor of
Loda Okla, LLC and Victoria Time Corp. -- Loda/VTC -- for
$7,000,000 and confirmed an arbitration award entered on July 10,
2014 by a panel of the American Arbitration Association.  The order
confirming the arbitration award is on appeal to the Tenth Circuit
Court of Appeals.


APPROACH RESOURCES: Moody's Cuts Sr. Unsec. Notes Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Approach Resources Inc.'s
senior unsecured notes rating to Caa1 from B3 and changed the
Speculative Grade Liquidity (SGL) Rating to SGL-3 from SGL-2.
Moody's also affirmed Approach's B2 Corporate Family Rating (CFR)
and B2-PD Probability of Default Rating (PDR).  The outlook is
stable.

"The increased size of the borrowings under the borrowing base
credit facility relative to the unsecured notes results in the
notes being rated two notches below the B2 CFR under Moody's Loss
Given Default (LGD) methodology," said Sreedhar Kona, Moody's
Senior Analyst.  "Approach's SGL-3 rating indicates adequate
liquidity into 2016 to cover capital expenditure needs and service
the debt."

Downgrades:

Issuer: Approach Resources Inc.

-- 250 million 7% Senior Unsecured Regular Bond/Debenture,
     Downgraded to Caa1 from B3
-- Speculative Grade Liquidity Rating, lowered to SGL-3
     from SGL-2

Affirmations:

Issuer: Approach Resources, Inc.

-- Corporate Family Rating (CFR), Affirmed B2
-- Probability of Default Rating (PDR), Affirmed B2-PD

Outlook Actions:

Issuer: Approach Resources Inc.

  Outlook Affirmed Stable

RATINGS RATIONALE

The Caa1 rating on Approach's $250 million senior unsecured notes
reflects both the overall probability of default of Approach, to
which Moody's assigned a PDR of B2-PD, and a Loss Given Default
(LGD) of LGD-5 (84%).  The company's $450 million borrowing base
credit facility has a first-lien priority claim to substantially
all of Approach's assets.  The Caa1 rating on the unsecured notes
reflects their subordination to the company's borrowings under its
borrowing base.  The size of the borrowings relative to the
unsecured notes results in the notes being rated two notches below
the B2 CFR under Moody's Loss Given Default (LGD) methodology.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectations that Approach will have adequate liquidity into
mid-2016.  As of March 31, 2015, Approach had $240 million of
liquidity, mainly comprised of 240 million of undrawn revolving
credit facility and $294,000 in cash.  In April 2015, the lenders
under the Credit Facility completed their semi-annual borrowing
base redetermination, which reaffirmed the aggregate lender
commitments of $450 million and decreased the borrowing base to
$525 million from $600 million.  Moody's expects Approach to use
the cash flow from operations and additional borrowings under the
credit facility to fund its $160 million of capital spending budget
for 2015 and also a portion of 2016 capital spend.  The credit
facility contains two financial covenant requirements: a minimum
current ratio of 1.0x and a minimum consolidated interest coverage
ratio of 2.5x.  Moody's anticipates that the company will maintain
sufficient headroom under these two covenants over the next twelve
months.

Approach's B2 Corporate Family Rating (CFR) reflects its continuing
transition toward an oil-focused production and reserve growth
profile, its low cost structure, and high degree of operating
control with upside production trends based on proven and
statistically repeatable well characteristics across its Permian
acreage position.  Approach's rating also considers its relatively
strong hedge position through 2015.  The company's small size and
highly concentrated reserve base relative to rated peers restrain
the B2 CFR.  Further, Moody's projects Approach to outspend cash
flow through 2015 as the company grows its reserves in the weak
commodity price environment.

The stable outlook is based upon the expectation that the company
will execute on reserve growth targets without any substantial
increase in leverage and without materially weakening the
liquidity.

It is unlikely that Approach will be upgraded in the near term
primarily due to its modest production volumes and the weak
commodity price environment.  Continued success in its execution of
Permian development projects will dictate upward ratings
progression.  An upgrade would be considered if production can be
sustained above 20,000 boe per day, while keeping debt/average
daily production under $30,000 per boe.

The ratings may be downgraded if debt/average daily production is
sustained above $40,000 per boe, EBITDA / Interest ratio falls
below 3.0x, or liquidity weakens significantly.

The principal methodology used in rating Approach was the Global
Independent Exploration and Production Industry published in
December 2011.  Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Approach Resources Inc. is a publicly traded independent oil and
gas exploration and production company, which is headquartered in
Fort Worth, Texas.



ART AND ARCHITECTURE: Los Angeles MTA Buys Leased Property
----------------------------------------------------------
Bankruptcy Judge Robert Kwan in Los Angeles, California, has
authorized debtor Art and Architecture Books of the 21st Century
to:

     (1) pick up an option to purchase from its landlord the real
property and improvements thereon located at 9430 Wilshire
Boulevard, Beverly Hills, California 90212;

     (2) execute a separate agreement to sell the Beverly Hills
Property to the Los Angeles County Metropolitan Transportation
Authority for $40,000,000, free and clear of interests pursuant to
11 U.S.C. Sec. 363(f); and

     (3) enter into a lease of the Beverly Hills Property with the
MTA following the closing of the transactions.

MTA is not an "insider" of the Debtor.

The Debtor's landlords are Culver Center Partners, LLC, and Culver
Center Partners-West #1, LLC.  Under the terms of the Purchase
Option and the Option Exercise Notice, the Debtor may close its
purchase of the Beverly Hills Property between June 15, 2015 and
August 13, 2015.  Under the Purchase Option, the cost for the
Debtor to close its purchase of the Beverly Hills Property is the
sum of $18,575,000 if the Debtor closes the transaction by June 30,
2015.  The cost to the Debtor to exercise the Purchase Option will
increase by $675,000 on July 1, 2015.

The Court's Order provides that after payment of (a) the Purchase
Option Price; (b) the loan balance to the CCP West Parties; (c) the
postpetition secured loan of Wilson Administrative Services, Ltd.;
(d) the Debtor's one-half share of the escrow fees relating to
consummation of the Purchase Option; (e) the Debtor's customary
share of the ordinary and necessary costs to consummate the
Purchase Option in accordance therewith; and (f) the ordinary and
necessary closing costs relating to the Transactions, there should
be the remaining sum of approximately $17,500,000 as sales
proceeds. From the Sales Proceeds, the sum of approximately
$12,500,000 will be paid into the Trust Account held by Levene,
Neale, Bender, Yoo & Brill L.L.P. for the benefit of the Debtor and
its estate. Of the remaining balance of the Sales Proceeds in the
sum of no greater than $5,054,000, the escrow company, Chicago
Title Company, will hold this sum as a reserve for the benefit of
AERC Desmond's Tower, LLC, which shall be held and released subject
to the terms and conditions of the Stipulation Between AERC, the
Debtor, and the Official Committee of Unsecured Creditors of the
Debtor regarding payment of AERC's allowed administrative claim.

Once deposited into the Trust Account held by Levene Neale, the
Sale Proceeds can be distributed in accordance with the Order
Granting First Interim Applications for Approval of Fees and
Reimbursement of Levene, Neale, Bender, Yoo & Brill L.L.P.; Crowe
Horwath LLP and Sulmeyer Kupetz, APC.

A copy of the Court's Order is available at http://is.gd/NG3IZI
from Leagle.com.

Art and Architecture Books of the 21st Century, dba Ace Gallery,
filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the
U.S. Bankruptcy Court for the Central District of California, Case
No. 13-14135.  The petition was signed by Douglas Chrismas,
president.  Judge Robert Kwan presides over the case.  The Debtor
reported $1 million to $10 million in assets and $10 million to $50
million in debts.

Attorneys for Chapter 11 Debtor:

     Ron Bender, Esq.
     Beth Ann R. Young, Esq.
     Kurt Ramlo, Esq.
     Krikor J. Meshefejian, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Telephone: (310) 229-1234
     Facsimile: (310) 229-1244
     Email: rb@lnbyb.com
            bry@lnbyb.com
            kr@lnbyb.com
            kjm@lnbyb.com

Attorneys for the Official Committee of Unsecured Creditors:

     Victor A. Sahn, Esq.
     Daniel A. Lev, Esq.
     Asa S. Hami, Esq.
     SULMEYERKUPETZ A PROFESSIONAL CORPORATION
     Los Angeles, CA
     E-mail: vsahn@sulmeyerlaw.com
             dlev@sulmeyerlaw.com
             ahami@sulmeyerlaw.com


ATLANTIC & PACIFIC: Can Pay $28.3M to Critical Vendors
------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York gave The Great Atlantic & Pacific Tea Company,
Inc., et al., interim authority to pay critical vendor claims in
the aggregate amount not to exceed $28.3 million.

The Final Hearing on the motion will be held on Aug. 10, 2015, at
10:00 a.m. (prevailing Eastern time), and any objections or
responses to the motion must be filed no later than Aug. 5.

                     About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Has Until Aug. 18 to File Schedules
-------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York gave The Great Atlantic & Pacific Tea Company,
Inc., et al., until Aug. 18, 2015, to file their schedules of
assets and liabilities and statements of financial affairs.

Garrett A. Fail, Esq., at Weil, Gotshal & Manges LLP, explained
that while the Debtors, with the assistance of their professional
advisors, are mobilizing their employees to work diligently and
expeditiously on preparing the Schedules, the Debtors' resources
are strained.  Given the amount of work entailed in completing the
Schedules, and the competing demands on the Debtors' employees and
professionals to stabilize business operations during the initial
postpetition period and provide continued support to the Debtors'
efforts to maximize value through a strategic sale process, the
Debtors likely will not be able to properly and accurately complete
the Schedules within the required 14-day time period.

                      About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Hires Prime Clerk as Administrative Agent
-------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., ask for
permission from the Hon. Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York to employ Prime Clerk
LLC as administrative agent.

The Debtors require Prime Clerk to:

   (a) assist with, among other things, solicitation, balloting,
       and tabulation of votes, and prepare any related reports,
       as required in support of confirmation of a chapter 11
       plan, and in connection with such services, process
       requests for documents from parties in interest;

   (b) prepare an official ballot certification and, if necessary,

       testify in support of the ballot tabulation results;

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

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

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

   (f) provide such other processing, solicitation, balloting, and

       other administrative services described in the Engagement
       Agreement, to the extent not included in the Section 156(c)

       Application, as may be requested from time to time by the
       Debtors, the Court, or the Office of the Clerk of the
       Bankruptcy Court (the "Clerk").

Prime Clerk will be paid at these hourly rates:

       Analyst                      $25-$45
       Technology Consultant        $80-$100
       Consultant                   $90-$130
       Senior Consultant            $135-$160
       Director                     $170-$190
       Solicitation Consultant      $190
       Director of Solicitation     $210

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

Prior to the Commencement Date, the Debtors provided to Prime Clerk
a retainer in the amount of $50,000.

Shai Y. Waisman, chief executive officer of Prime Clerk, 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.

Prime Clerk can be reached at:

       Shai Waisman
       PRIME CLERK LLC
       830 3rd Avenue, 9th Floor
       New York, NY 10022
       Tel: (212) 257-5450
       E-mail: swaisman@primeclerk.com

                      About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Hires Weil Gotshal as Attorneys
---------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., ask for
permission from the Hon. Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York to employ Weil, Gotshal
& Manges LLP as attorneys, nunc pro tunc to the July 20, 2015
commencement date.

The Debtors require Weil Gotshal to:

   (a) prepare on behalf of the Debtors, as debtors in possession,

       all necessary motions, applications, answers, orders,
       reports, and other papers in connection with the
       administration of the Debtors' estates;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of objections

       to claims filed against the Debtors' estates;

   (c) take all necessary actions in connection with any chapter
       11 plan and related disclosure statement, and all related
       documents, and such further actions as may be required in
       connection with the administration of the Debtors' estates;

       and

   (d) perform all other necessary legal services in connection
       with the prosecution of these chapter 11 cases.

Weil Gotshal will be paid at these hourly rates:

       Members and Counsel      $865-$1,250
       Associates               $465-$850
       Paraprofessionals        $195-$350

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

As of the Commencement Date, Weil held an advance payment retainer
of $2,000,000.

Ray C. Schrock, member of Weil Gotshal, 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 following is provided in response to the request for
information set forth in Paragraph D.1 of the Appendix B
Guidelines:

  -- Weil Gotshal represented the Debtors for approximately nine
     months prior to the Commencement Date. Weil Gotshal's billing

     rates and material financial terms with respect to this
     matter have not changed post-petition.

  -- The Debtors approved a prospective budget in connection with
     its debtor-in-possession financing through the period ending
     October 10, 2015. The Debtor is always involved in staffing
     decisions, and staffing remains the client's prerogative.

Weil Gotshal can be reached at:

       Ray C. Schrock, P.C.
       WEIL, GOTSHAL & MANGES LLP
       767 Fifth Avenue
       New York, NY 10153
       Tel: (212) 310-8000
       Fax: (212) 310-8007

                      About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Long Island Store Closings to Cut 472 Jobs
--------------------------------------------------------------
Carrie Mason-Draffen at Newsday.com reports that the closure of
Atlantic & Pacific's five Long Island supermarkets could result in
the layoff of 472 workers.  Citing a WARN notice posted on
Thursday, Newsday.com relates that the layoffs will take place
between Oct. 19, 2015, and Nov. 1, 2015.

The Company, Jon Harris of The Morning Call adds, has decided to
shutter the Walnutport store in the Northampton County and 24
others.  The report quoted Dana Regan, A&P human resources
director, as saying that the store, which employs about 65
associates, "will be closing within the next few months."
According to the report, Ms. Regan said that there is not yet
information on what will happen to those workers.

                     About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Prime Clerk Okayed as Claims & Noticing Agent
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al. sought and
obtained permission from the Hon. Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to employ
Prime Clerk LLC as claims and noticing agent.

The Debtors require Prime Clerk provide the Debtors with consulting
services regarding legal noticing, claims management and
reconciliation, plan solicitation, balloting, disbursements,
preparation of schedules of assets and liabilities and statement of
financial affairs, communications, confidential online workspaces
or data rooms and any other services agreed upon by the parties or
otherwise required by applicable law, governmental regulations or
court rules or orders;

Prime Clerk will be paid at these hourly rates:

       Analyst                      $25-$45
       Technology Consultant        $80-$100
       Consultant                   $90-$130
       Senior Consultant            $135-$160
       Director                     $170-$190
       Solicitation Consultant      $190
       Director of Solicitation     $210

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

Prior to the Commencement Date, the Debtors provided to Prime Clerk
a retainer in the amount of $50,000.

Shai Y. Waisman, chief executive officer of Prime Clerk, 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.

Prime Clerk can be reached at:

       Shai Waisman
       PRIME CLERK LLC
       830 3rd Avenue, 9th Floor
       New York, NY 10022
       Tel: (212) 257-5450
       E-mail: swaisman@primeclerk.com

                      About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Proposes Sale Protocol for Non-Core Stores
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliates
ask the U.S. Bankruptcy Court of the Southern District of New York
to approve omnibus procedures for the solicitation of proposals and
negotiations of transactions in relation to the sale of their
151 "non-core" stores.

The Debtors propose that to hold an auction in connection with one
or more sale or disposition transactions, the Debtors will file an
Auction Notice and will schedule an auction on a date that is 14
days after the service of the Auction Notice.  The Auction Notice
will set forth the (i) date, time and location of the auction, and
(ii) any rules for the auction.

The Debtors ask that they not be obligated to designate a stalking
horse bidder and offer a break-up fee and/or expense reimbursement
to the Stalking Horse; provided the Bid Protections will not exceed
3% of the cash portion of the Stalking Horse's bid.

For transactions with consideration that is less than $25 million,
the Debtors will file a notice of that transaction with the Court.
For transactions with considerations that is $25 million or
greater, the Debtors will file with the Court a motion for approval
of that transaction.

The Debtors anticipate that the Sale Process will result in sales
of the more lucrative Non-Core Stores pursuant to public auctions,
and that other Non-Core Stores, including those with valuable
leasehold interests, will be sold on a stand-alone basis.  The
Global Sale and Lease Maximization Procedures are designed to allow
the Debtors the flexibility to structure each transaction in the
manner most likely to maximize value for the Debtors' estates,
within the compressed timeline of the Chapter 11 cases.  At the
same time, the procedures provide interested parties sufficient
notice to bid and an opportunity to object where their interests
may be affected, the Debtors tell the Court.

The Debtors are represented by:

          Ray C. Schrock, P.C.
          Garrett A. Fail
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Tel: (212) 310-8000
          Fax: (212) 310-8007
          Email: Ray.schrock@weil.com
                 Garrett.fail@weil.com

                     About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names,
or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members
are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Seeks to Release Funds Held in Trust
--------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., asked the
U.S. Bankruptcy Court for the Southern District of New York for
authority to (i) release certain funds held in trust for the
benefit and on behalf of non-debtor third parties; (ii) continue to
perform and honor obligations under their prepetition coin deposit
arrangement; and (iii) continue to perform and honor obligations
under their prepetition consignment sales arrangements.

In the ordinary course of their business, the Debtors engage in
certain marketing and sales practices that are, among other things,
designed to offer a convenience to their customers, attract new
customers, promote loyalty among the existing customer base, and
produce alternative streams of income.  Specifically, the Debtors
sell lottery tickets and third-party retail gift cards, and also
onsite money transfer services and depositories for coins and
bottles.  The Debtors are also parties other beneficial
relationships with certain vendors or suppliers that allow them to
receive additional streams of income by way of commission payments.
It is important for the Debtors to honor their obligations in
connection with such services and arrangements to preserve
reputational integrity and continue to attract existing and new
customers of their stores.

The Debtors estimate that, as of the Commencement Date, they:

  -- owe various state lottery agencies approximately $500,000 for
lottery products sold, but not yet transferred, to the lottery
agencies;

  -- owe Blackhawk Network, Inc., approximately $1.1 million in
gift card proceeds.

  -- do not owe Western Union Financial Services Inc. any wire
transfer funds.

  -- owe Western Union approximately $500,000 in money order funds,
and

  -- owe Western Union $100,000 for convenience pay funds.

In addition, the Debtors are party to a deposit arrangement with
Coinstar, Inc., a supplier of automated coin counting machines.
The Coinstar Agreement specifically provides that Coinstar retains
all right, title and interest in and to any and all Coinstar Units
installed at a Debtors' store and in and to any and all coins
deposited in the Coinstar units.

Moreover, certain of the Debtors are in possession of inventory
that was provided by various suppliers under consignment
arrangements to be sold to the Debtors' customers in the ordinary
course of business.

Garrett A. Fail, Esq., at Weil, Gotshal & Manges LLP, avers that
the uninterrupted continuation of the programs and payment of the
Lottery Proceeds, Gift Card Proceeds, Western Union Funds,
Consignment Proceed, and the Coin Deposit Proceeds are important to
the Debtors' continued business operations.  Not only do the
Debtors earn commission or bonuses under the Lottery Programs, the
Coin Deposit and Consignment Arrangements, sale of Gift Cards, and
providing financial services through Western Union, but the
programs also serve to attract customers to the Debtors' stores,
resulting in increased revenues for the Debtors.

                      About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


ATLANTIC & PACIFIC: Taps Evercore Group as Investment Banker
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., ask for
permission from the Hon. Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York to employ Evercore
Group LLC as investment banker, nunc pro tunc to the July 20, 2015
commencement date.

The Debtors require Evercore Group to:

   (a) assist in reviewing and analyzing the Company's business,
       operations and financial projections;

   (b) advise and assist in a Restructuring, Financing and Sale,
       if the Company determines to undertake such a Transaction;

   (c) Provide financial advice in developing and implement a
       Restructuring, which would include:

       - assisting in developing and, if applicable, obtaining
         court approval of a restructuring plan;

       - advising on tactics and strategies for negotiating with
         various stakeholders regarding the Plan and, as requested

         and agreed, participating in negotiations with some or
         all of such stakeholders in connection therewith; and

       - providing testimony, as necessary and agreed, with
         respect to matters on which Evercore has been engaged in
         any proceedings under the Bankruptcy Code that are
         pending before the Court.

   (d) if the Company pursues a Financing, assisting in:

       - structuring and effecting a Financing;

       - identifying potential Investors and, upon request,
         contacting such Investors; and

       - negotiating with potential Investors.

   (e) if the Company pursues a Sale, assisting in:

       - structuring and effecting a Sale;

       - identifying interested parties and/or potential acquirors

         and, upon request, contacting such interested parties
         and/or potential acquirors; and

       - advising in connection with negotiations with potential
         interested parties and acquirors and aiding in connection

         with the consummation of a Sale.

The Debtors have agreed to pay Evercore Group the compensation set
forth in the Engagement Letter.  The principal terms of the Fee
Structure are as follows:

   -- A monthly fee of $225,000 (a "Monthly Fee"), payable on the
      15th day of each month. All Monthly Fees earned by Evercore
      for the first 12 months shall be credited against any
      Transaction Fee payable; provided that any such credit or
      fees contemplated by this sentence shall only apply to the
      extent that all such Monthly Fees and the Transaction Fee   
      are approved in their entirety by the Court pursuant to a
      final order not subject to appeal and which order is
      acceptable to Evercore. The Monthly Fee shall be deemed
      earned in full upon receipt.

   -- A fee (a "Transaction Fee") of $9,000,000, payable upon the
      earlier of consummation of (x) a Restructuring and (y) a
      Sale, subject to the following regarding timing of payment
      upon consummation of a Sale.

   -- A fee (a "Financing Fee"), payable upon consummation of any
      Financing, of 1% of the gross proceeds raised, including any

      amounts irrevocably committed in such Financing, subject to
      an aggregate Financing Fee cap of $1,500,000; provided that,

      if any debtor-in-possession financing is provided by a
      lending group agented or co-agented by one or more of the
      Company's revolving credit facility lenders as of the
      petition date of any chapter 11 filing, then the Financing
      Fee for such debtor-in-possession financing shall be capped
      at $500,000.

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

Notwithstanding anything to the contrary in the Engagement Letter,
the aggregate fees payable by the Company to Evercore Group
pursuant to section 2 of the Engagement Letter shall be capped at
$12,000,000.

Stephen Goldstein, senior managing director of Evercore Group,
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.

Evercore can be reached at:

       Stephen Goldstein
       EVERCORE GROUP LLC
       55 East 52nd Street
       New York, NY 10055
       Tel: (212) 857-3100
       Fax: (212) 857-3101

                      About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.


BAHA MAR: China Bank Joins Contractor in Bid to Toss Ch. 11 Case
----------------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that the Export-Import Bank of China is joining China Construction
America Inc. in seeking a dismissal of Baha Mar's chapter 11 of
case, showing a unified front against the Bahamas resort’s
restructuring bid.

According to the report, the Chinese bank, which has lent the
project $2.4 billion, said "[b]ecause this Court lacks the ability
to bind the Bahamian Government and other foreign creditors over
whom this Court has no personal jurisdiction, there is no
possibility of a successful reorganization here."  The Chinese bank
went on to say that a dismissal "will clear the path to an
efficient and fair restructuring of the Bahamian Debtors under
Bahamian law with the full support of the Bahamian Government and
Bahamian courts," the report said, citing court documents.

The Troubled Company Reporter, citing Tribune 242, reported that
CCA's deferral motion to suspend Baha Mar's Chapter 11
proceedings will be addressed on Aug. 17, 2015.  Objections to the
motion must be filed by Aug. 10.

                         About Baha Mar

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

The case is assigned to Judge Kevin J. Carey.

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

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


BAXANO SURGICAL: Amends Schedule Unsec. Nonpriority Claims
----------------------------------------------------------
Baxano Surgical, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware an amendment to its schedule of creditors
holding unsecured nonpriority claims (Schedule F).  A copy of the
document is available for free at:
http://bankrupt.com/misc/BaxanoSurgical_511_amendedSALS.pdf

The Debtor disclosed $24,810,590 in total assets and $26,984,139 in
total liabilities in the prior iteration of the schedules.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor, in its amended schedules, disclosed $24,810,590 in
assets and $26,984,139 in liabilities as of the Chapter 11 filing.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is
also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan
Lokey is serving as the Debtor's investment banker.  Rust
Consulting Omni is the claims and noticing agent.

The Debtor filed with the Court a Chapter 11 liquidating plan
following the sale of all of its operating assets.

Following the Effective Date, a liquidation trustee will liquidate
the remaining accounts receivable, rights to return of deposits,
refunds of unearned insurance premiums and preference claims.  In
addition, assuming a law firm can be identified that is willing to
undertake an investigation of the viability of any Causes of
Action
against current and former directors and officers, on terms
acceptable to the Liquidation Trustee, the investigation will be
undertaken.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.



BLUE RACER: Proposed $300MM Notes Has No Impact on Moody's 'B1' CFR
-------------------------------------------------------------------
Moody's Investors Service said that Blue Racer Midstream, LLC and
co-issuer Blue Racer Finance Corp.'s (together, Blue Racer)
proposed offering of $300 million senior unsecured notes will not
have any impact on its credit ratings or stable outlook. The notes
will be issued as an add-on to the company's 6.125% senior
unsecured notes due 2022 and will be part of the same series of
debt securities. The B1 Corporate Family Rating (CFR), B1-PD
Probability of Default Rating (PDR) and stable outlook are not
affected by this action. Proceeds of the proposed offering will be
used to repay outstanding borrowings under the company's revolving
credit facility and to fund the continued expansion of its
midstream asset base.

"Short of midstream infrastructure in the Utica and Marcellus
Shale, Blue Racer is well situated to capture a rapidly growing,
contract-based revenue stream through its ongoing expansion plans,"
commented Andrew Brooks, Moody's Vice President. "Initially having
funded asset acquisitions and the incremental expansion of its
midstream asset base substantially with equity contributions from
its partners, this notes issue will provide an additional component
of long term debt financing to Blue Racer's capital structure as it
continues the build-out of its Utica Shale located gathering and
processing assets."

RATINGS RATIONALE

The new notes will be issued under the same indenture governing
Blue Racer's existing 6.125% senior unsecured notes. The B3 rating
assigned to Blue Racer's senior unsecured notes reflects the
subordination of the senior unsecured notes to Blue Racer's $1.0
billion secured revolving credit facility's priority claim to the
company's assets. The size of the claims relative to Blue Racer's
outstanding senior unsecured notes results in the notes being rated
two-notches below the B1 CFR under Moody's Loss Given Default
Methodology.

Blue Racer's B1 CFR reflects the high level of growth capital
spending planned by the company through 2016, which is projected to
be entirely debt funded. The extent of anticipated capital spending
will require Blue Racer to make heavy use of its $1.0 billion
secured revolving credit facility, likely prompting the company to
periodically return to the debt capital markets for longer-term
funding. Reflecting an aggressive growth trajectory, impacted at
start-up and during construction by certain specific production
delays and inclement winter weather, debt leverage in 2015 is
expected to exceed 5x, before subsiding to levels below 5x by
year-end. Weak commodity prices have also prompted producers to
temper aggregate growth forecasts, essentially pushing a portion of
Blue Racer's assumed volume growth out six-to-12 months behind
initial projections. In response, Blue Racer has slowed some of its
development activity; $1.2 billion of growth capital has been spent
since Blue Racer's inception in November 2012 with another $560
million to be spent under its board-approved $1.8 billion stable of
growth projects.

Offsetting what Moody's views as an aggressive use of debt to fund
Blue Racer's growth is the extent of equity funding employed to
initially capitalize its business, the underlying stability of the
rapidly growing cash flow streams generated by Blue Racer's asset
base, the growth prospects afforded by the location of the
company's assets largely in the liquids-rich Utica Shale and the
prospects for deleveraging over the medium term through the
generation of incremental EBITDA. Blue Racer's integrated midstream
business is significantly supported by contractual commitments from
its customers, with just over 90% of total revenues generated on a
fee for service basis for the quarter ended March 31. Contract
obligations are backed by acreage dedications, minimum volume
commitments and demand payments, and are generally long term in
nature. The relatively higher quality and stability of the
underlying cash flow streams helps support incremental debt
capacity.

Blue Racer's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity into 2016, largely supported through the
company's $1.0 billion secured revolving credit facility. The
revolver has a scheduled August 2018 maturity date. Until LTM
EBITDA exceeds $152 million, availability under the revolver is
limited to 3.75x annualized EBITDA. Pro forma for the proposed
notes offering, and the expected repayment of the $225 million
outstanding under the revolver at June 30 with proceeds of the
offering, the revolving credit facility would be fully available at
its approximate $740 million limit. The capacity limitation should
expire by year-end 2015. Blue Racer anticipates distributing
virtually all of its operating cash flow after maintenance capital
spending and debt service to its partners.

The stable outlook reflects the stability of the contract-backed
cash flow stream accruing to Blue Racers midstream asset base.
Ratings could be upgraded presuming Blue Racer executes on its
growth program, EBITDA exceeds $200 million, leverage approaches 4x
and fee-based margins are maintained over 80%. Ratings could be
downgraded should completion delays and/or cost overruns
permanently erode growth projections or should debt leverage remain
over 5.5x.

Blue Racer Midstream, LLC is a private partnership headquartered in
Dallas, Texas.



BRISTOL BRICKELL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bristol Brickell, LLC
        2127 Brickell Ave, Unit 301
        Miami, FL 33129-2148

Case No.: 15-23447

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 27, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Robert A Mark

Debtor's Counsel: Joshua W Dobin, Esq.
                  MELAND RUSSIN & BUDWICK, P.A.
                  200 S Biscayne Blvd # 3200
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Email: jdobin@melandrussin.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Guy Rolli, managing member.

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


BULLIONDIRECT INC: Section 341 Meeting Set for August 25
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of BullionDirect,
Inc., will be held on Aug. 25, 2015, at 1:00 p.m. at Austin Room
1500.  Creditors have until Nov. 23, 2015, to file their proofs of
claim.

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

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

BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 15-10940) on July 20, 2015.  Dan Bensimon signed
the petition as president.  The Debtor estimated assets of $10
million to $50 million and liabilities of at least $10 million.
Joseph D. Martinec, Esq., at Martinec, Winn & Vickers, P.C.,
represents the Debtor as counsel.  Judge Tony M. Davis presides
over the case.


CAL DIVE: Has Nod to Sell Marine Vessels to Everest Hill for $10M
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware entered on July 24, 2015, an order
authorizing the sale of Cal Dive International, Inc., and Cal Dive
Offshore Contractors, Inc.'s assets that consist primarily of
marine vessels and going-concern international and domestic
business platforms as a going concern to Everest Hill Energy Group
Ltd. for $10 million.

At the July 22, 2015 auction, the Purchaser offered and the Debtors
accepted, the highest and best qualified bid for:

      -- United States-flagged barge Pacific, Official
         No. 537871, IMO No. 8758263;

      -- Vanuatu-flagged vessel Cal Diver I, Official
         No. 555055, IMO No. 7326271;

      -- United States-flagged vessel Rider, Official
         No. 1035377, IMO No. 8768488;

      -- Vanuatu-flagged vessel Midnight Star, Official
         No. 398, IMO No. 7395636;

      -- Bahamian-flagged vessel Mystic Viking,
         Official No. 800547, IMO No. 8209377; and

      -- Saturation diving system no. 16

      -- Other equipment and miscellaneous assets
         listed in Schedule 2.01 of the Asset Purchase
         Agreement

The sale includes, among other things: (i) vessels, (ii) all other
computers, management information systems, and (iii) the marine
warehouse equipment, saturation system no. 16, and jetting
equipment package.

A copy of the court order and the Asset Purchase Agreement dated
July 22, 2015, entered into between the Purchaser and the Debtors,
is available for free at http://is.gd/qCsUyL

On July 15, 2015, Bibby Subsea ROV LLC -- a counterparty to that
certain Subcontract Agreement for the Provision of ROV Services
dated Aug. 19, 2013, with Cal Dive Offshore Contractors, Inc. --
filed with the Court an objection to the proposed cure amount under
the notice of executory contracts and unexpired leases which may be
assumed and assigned in connection with the sale of the Debtors'
assets and the proposed cure amounts with respect thereto.  The
notice references schedules with a proposed cure amount of $0.00
under the Subcontract.  Bibby objected to the proposed cure amount.
Bibby's books and records reflect an outstanding balance of
$752,367.59 as of the Debtors' Petition Date.  Bibby asked the
Court to establish the cure amount in connection with the
assumption and assignment of its Subcontract as $752,367.59 as
provided under the Subcontract.

Bibby is represented by:

      Bifferato LLC
      Ian Connor Bifferato, Esq.
      Thomas F. Driscoll III, Esq.
      800 N. King Street
      P.O. Box 2165
      Wilmington, DE 19899-2165
      Tel: (302) 225-7600
      Fax: (302) 254-5383

               and

      Winstead PC
      Joseph G. Epstein, Esq.
      1100 JP Morgan Chase Tower
      600 Travis Street
      Houston, Texas 77002-5895
      Tel: (713) 650-8400
      Fax: (713) 650-2400
      E-mail: jepstein@winstead.com

On July 2, 2015, Unique System, LLC, filed with the Court a notice
on the perfection of its maritime lien (senior maritime lien-
necessaries provided to a foreign-flagged vessel).  Unique is a
secured creditor by virtue of a maritime lien and asserts an in rem
secured claim in the amount of $88,268.74, plus interest and
attorneys' fees, representing unpaid amounts due and owing for the
provision of necessaries in the form of repairs, service, labor and
materials necessary to operate the vessels.  Unique's lien attaches
to and encumbers the following vessels (including the
proceeds from the sale of the vessels) owned by Cal Dive
International, Inc.:

      Midnight Star - Job S3438 -- $10,665.25
      Uncle John - Job SRV 105  --  $2,480.00
                   SRV 106      --    $900.00
                   SRV 119      --  $2,100.00
      Texas - Job H3432         -- $58,525.00
      Rider - Job SRV168        -- $13,597.74

Unique is represented by:

      Patricia Williams Prewitt, Esq.
      Law Office of Patricia Williams Prewitt
      10953 Vista Lake Court
      Navasota, Texas
      Tel: (936) 825-8705
      Fax: (713) 583-2833

                           About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.  Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell non-
core assets and intends to reorganize or sell as a going concern
its core subsea contracting business.

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

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

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

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


CAL DIVE: Judge Approves Sale of Vessels to Modern American
-----------------------------------------------------------
An affiliate of Cal Dive International Inc. won court approval to
sell four vessels it owns to Modern American Recycling Services
Inc.

U.S. Bankruptcy Judge Christopher Sontchi on July 24 allowed Cal
Dive Offshore Contractors Inc. to sell the vessels called Kestrel,
Brave, Pecos and Cal Diver II to the Louisiana-based company.

Modern American emerged as the winning bidder at a bankruptcy
auction held on July 22, offering $1.25 million for the vessels.

The company took part at the auction as the stalking horse bidder
and made an initial offer of $4.1 million to purchase six vessels,
two of which drew bids from Hong Kong-based Everest Hill Energy
Group Ltd.

At the conclusion of the auction, Cal Dive selected Everest Hill's
$10 million bid to acquire the two vessels called Pacific and Cal
Diver I, and several other assets of the company, court filings
show.

The sale agreement with Modern American is just one of the many
transactions entered into by Cal Dive since it received Judge
Sontchi's approval to sell its assets to the highest bidders.

The bankruptcy judge on June 25 approved the bidding process
despite objections from holders of maritime liens on vessels owned
by the company.

In their objections, the claimants argued that the bankruptcy court
lacks authority to approve the sale of any vessels "free and clear"
of maritime liens.  They also questioned the procedures proposed by
the company to establish reserves for satisfaction of maritime
liens to be funded from the sale proceeds.

Cal Dive defended the bidding process, arguing that the objections
were "premature" since it was not yet asking the court to approve
the sale of any of its vessels.

The company also argued that the procedures governing the
establishment of reserves give claimants the opportunity to object
if they disagree with the reserves and allow resolution of the
dispute.

                           About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.  Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell non-
core assets and intends to reorganize or sell as a going concern
its core subsea contracting business.

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

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

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

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


CAL DIVE: Sale of HOC Offshore, Tiburon Interests to Arendal OK'd
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware entered on July 24, 2015, an order
approving the sale of Cal Dive International, Inc., et al.'s equity
interests in HOC Offshore, S. De R.L. De C.V. and Tiburon
Ingenieria and Construccion, S. De R.L. De C.V. and certain other
assets of the Debtors free and clear of all liens, claims,
encumbrances, and other interests.

Arendal, S. De R.L. De C.V., who offered a base purchase price of
$4.53 million for the assets, won the July 22, 2015 auction.  The
Debtors have concluded that the offer of the Purchaser, upon the
terms and conditions set forth in the asset purchase agreement,
constitutes the highest or otherwise best offer for the assets, and
provides a greater certainty of recovery than would be provided by
any other available alternative.

A copy of the court order and purchase and sale agreement is
available for free at http://is.gd/HpRtVs

On July 17, 2015, Harris County and Jefferson County -- fully
secured ad valorem tax creditors of the Debtors, holding prior
perfected liens against property of the estate -- filed a limited
objection to the sale.  The Texas Tax Entities, whose claims are
secured by first priority liens, said they do not object to the
sale itself but do object to the sale of the assets free and clear
of their 2015 tax liens.  According to the Texas Tax Entities, the
sale motion provides for liens to attach to sale proceeds, which is
adequate for the 2014 tax liens but inadequate for the 2015 tax
liens.  Since the 2015 taxes are not due until January 2016, the
Texas Tax Entities requested that the sale be made subject to their
2015 tax liens.  The Texas Tax Entities claimed that unless the
liens for the 2015 taxes are expressly retained, it may prove
impossible for the Texas Tax Entities to collect the 2015 taxes if
they should become delinquent subsequent to Jan. 31, 2016.

Sabine Pass Independent School District -- a secured creditor and
party in interest and is a political subdivisions of the State of
Texas, authorized and required by the Texas Constitution and laws
to levy and collect taxes on taxable property within its boundaries
-- filed on July 17 a joinder to the Texas Tax Entities' objection.
Sabine Pass, which holds secured pre-petition tax claims for the
2014 and 2015 tax years, secured by tax liens on property of the
Debtors' estates in the approximate amount of $83,021.691,
requested the Court to order appropriate provisions to assure the
protection of the position of this secured tax creditor to the same
extent as other similarly
situated taxing entities, and grant them other and further request
other relief as is just and proper.

On July 21, 2015, A. Lamb Associates Ltd also filed a limited
objection to the sale to ensure that its comprehensive analysis of
potential claims held by Cal Dive International, Inc., against
Pemex Exploracion y Produccion, the largest customer of the Debtors
and their non-debtor affiliates, is not being sold pursuant to the
sale motion as part of the sales transactions.  Lamb claimed that
until it has received full payment in satisfaction of its invoices,
the Report is not property of the Debtors' estates and therefore
cannot be sold by the Debtors.  Lamb requested that any order by
the Court approving the sales transactions provide a clear
statement excluding the Report from any assets sold pursuant to the
order.  Lamb was hired by the debtor, Cal Dive International, Inc.,
to prepare the Report.

Sabine Pass is represented by:

      Perdue, Brandon, Fielder, Collins & Mott, L.L.P.
      Owen M. Sonik, Esq.
      1235 North Loop West, Suite 600
      Houston, Texas 77008
      Tel: (713) 862-1860 (phone)
      Fax: (713) 862-1429 (fax)

Lamb is represented by:

      Macauley LLC
      Thomas G. Macauley, Esq.
      300 Delaware Avenue, Suite 760
      Wilmington, DE 19801
      Tel: (302) 656-0100
      Fax: (302) 654-4362

            and

      Curtis, Mallet-Prevost, Colt & Mosle LLP
      Steven J. Reisman, Esq.
      Peter J. Buenger, Esq.
      101 Park Avenue
      New York, New York 10178-0061
      Tel: (212) 696-6000
      Fax: (212) 697-1559

The Texas Tax Entities are represented by:

      Linebarger Goggan Blair & Sampson, LLP
      John P. Dillman, Esq.
      Tara L. Grundemeier
      Post Office Box 3064
      Houston, Texas 77253-3064
      Tel: (713) 844-3478
      Telecopier: (713) 844-3503

                           About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.  Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell non-
core assets and intends to reorganize or sell as a going concern
its core subsea contracting business.

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

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

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

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


CAL DIVE: Shelf Subsea Can Acquire Shares, Assets for $17M
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware entered on July 24, 2015, an order
authorizing the sale to Shelf Subsea Services Pte. Ltd. the shares
and the stockholder assets of Cal Dive International Pte. Ltd., and
the assets of Cal Dive Offshore Contractors, Inc., for a base
purchase price of $17 million.

The Purchaser offered, and the Debtors accepted, the highest and
best qualified bid for the purchased assets: equity interests in,
and the assets of, Cal Dive International (Australia) Pty Ltd and
certain ancillary assets owned by Cal Dive Singapore and Cal Dive
Offshore Contractors Inc.  The specific assets are listed on
schedules 1.1(a), 1.1(b), 1.1(c), and 1.1(d) of the Acquisition
Agreement [D.I. 472].

A copy of the court order and acquisition agreement is available
for free at http://is.gd/5HPqs1

                           About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.  Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell non-
core assets and intends to reorganize or sell as a going concern
its core subsea contracting business.

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

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

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

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


CAL DIVE: To Get $1.05-Mil. from Sale of Vessels to MERG
--------------------------------------------------------
A federal judge has given Cal Dive Offshore Contractors Inc. the
green light to sell vessels it owns to Marine Environmental
Remediation Group LLC.

The vessels will be sold in two separate transactions, court
filings show.  

Marine Environmental offered to buy the company's Panama-flagged
vessel American Constitution for $200,000.  The sale must be
completed by August 17, according to the companies' purchase
agreement.

Meanwhile, the buyer offered $850,000 for the Vanuatu-flagged barge
called Lone Star.  Cal Dive is required to close the sale by August
31.

Marine Environmental's offers for the vessels were selected as the
winning bid at an auction held on July 22, court filings show.   

U.S. Bankruptcy Judge Christopher Sontchi approved the sale despite
an objection from a certain Adam Tuma, who asserts maritime lien on
the vessel.

The claimant argued that the bankruptcy court lacks authority to
approve the sale of the vessel, according to court filings.

                           About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.  Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell non-
core assets and intends to reorganize or sell as a going concern
its core subsea contracting business.

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

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

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

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


CHICAGO EDUCATION BOARD: Fitch Cuts $6BB ULTGO Bonds Rating to BB+
------------------------------------------------------------------
Fitch Ratings has downgraded the Chicago Board of Education, IL's
(the board) approximately $6.1 billion of unlimited tax general
obligation (ULTGO) bonds to 'BB+' from 'BBB-'.

The rating has been placed on Negative Watch.

SECURITY

The bonds are general obligations, payable from unlimited ad
valorem taxes levied against all taxable property in the city of
Chicago. Most of the bonds are additionally secured by state aid
revenue, though this does not provide any enhancement to the
rating.

KEY RATING DRIVERS

CONTINUED FINANCIAL STRESS: The downgrade reflects the limited
progress the Chicago Public Schools (CPS) has made in addressing a
structural budget gap approximating 20% of spending for the current
fiscal year. Following substantial drawdowns in fiscal years
2013-2015, reserves will likely be fully depleted by the end of
fiscal 2016.

PLACED ON NEGATIVE WATCH: The district is highly dependent on
borrowing in the upcoming months to finance on-going operations, so
Fitch will be monitoring access to external financing. Substantial
changes are necessary to support ongoing operating and fixed cost
spending. Options within the board's sole control are limited and
Fitch believes meaningful solutions with other parties over the
next several months will be a determining factor in the rating.

CASH FLOW DRAIN: Liquidity levels have been greatly diminished,
requiring increasing levels of short-term borrowing.

PENSION LIABILITY WEAKNESS: Large pension liabilities were
exacerbated by a three-year payment deferral that caused a dramatic
jump in annual contributions beginning in fiscal 2014. Most options
for relief are dependent on actions by the state, which is plagued
by political disagreements and its own challenged financial
position.

POOR LABOR HISTORY: The last contract negotiation with the Chicago
Teacher's Union (CTU) was highly acrimonious and involved a strike.
Talks regarding a new agreement to replace the recently expired
contract have so far yielded no resolution.

ECONOMY RECOVERING: Chicago benefits from a large and diverse
economic core that has shown gradual signs of improvement. The
city, county and state finances remain challenged, mainly due to a
large long-term liability burden.

UNFAVORABLE DEBT POSITION: The district's debt levels are above
average with very slow amortization. A large planned upcoming debt
issuance will further exacerbate this challenge.

RATING SENSITIVITIES

MARKET ACCESS: Reliable market access is important to long-term
stability. Fitch will monitor the district's ability to access
external financing for planned short- and long-term borrowing
during the Watch period.

REVERSING STRUCTURAL IMBALANCE: Fitch would downgrade the rating
further if there is not clear and meaningful progress over the next
several months in reducing the large structural imbalance.

MOUNTING FIXED COSTS: A notable increase in debt levels or unfunded
post-employment liabilities would also likely result in a rating
downgrade.

CREDIT PROFILE

CPS serves almost 400,000 students in 664 schools in school year
2014/2015 in a district that is coterminous with the city.
Enrollment trends are slowly declining.

LIMITED OPTIONS TO ADDRESS LARGE BUDGETARY GAPS

Fitch believes the size of the operating shortfalls in fiscal 2014
and 2015, and the magnitude of the gap in fiscal 2016, underscore
the difficulty of balancing fiscal operations. CPS projects a $862
million (15%) general fund gap for fiscal 2015 despite
implementation of a far-reaching and controversial school closure
plan in 2013, an increase in property tax revenues to the statutory
cap, and sizable reductions in non-education spending. Projected
gaps for fiscal years 2016 and 2017 are over $1 billion, or about
20% of spending.

The district currently estimates fiscal 2015 to end with reserves
of about $159 million (roughly 3% of spending) in the general fund.
This follows a drawdown in fiscal 2014 of $513 million (9.4% of
spending). Property taxes make up about 44% of total revenue.
Balance in recent prior years has relied largely on non-recurring
measures.

Management's efforts to reduce costs have yielded some savings and
included school closures as well as central office and other
administrative spending. Management has attempted to avoid cuts to
classroom spending. Additional savings in these areas appear to be
limited. Management recently announced $200 million of cuts,
eliminating 1,400 positions, 350 of which were vacant.

Fitch believes the 2012 CTU strike made apparent the poor working
relationship between the board and CTU. The agreement reached in
2012 expired June 30, 2015. Absent improvement, upcoming labor
negotiations are likely to be challenging.

GAP GROWS IN FISCAL 2016

The board recently released a preliminary fiscal 2016 budget with a
$1.1 billion operating deficit. Per-student spending was kept flat,
although enrollment declines led to a slight decrease in overall
student-based funding. In addition to the cuts described above,
management expects to bridge the remaining gap with a combination
of tax increases, contributions from the state, and employee
concessions.

The fiscal 2016 deficit arises largely from the pension payment,
which is certified at $675 million. Of this amount, approximately
$200 million is the normal cost and the remainder represents the
amortization of the unfunded accrued actuarial liability (UAAL).
Proposed avenues for pension relief include having the state pick
up the normal cost as proposed by the governor, merging the primary
pension plan into the state plan, and deferring some or all of the
fiscal 2016 and possibly future UAAL payments, and increasing
employee contributions. No action has been taken thus far on any of
these items, and Fitch believes most face steep hurdles.

CPS currently pays on behalf of all employees 7% of their required
9% contribution to the pension plan. CPS is hoping that employees
will agree to pay this 7% contribution, equal to approximately $175
million per year.

Tax increases may include a property tax pension levy, valued at
$170 million annually, and a $50 million capital improvement
property tax levy. The former requires state approval, while the
latter can be adopted by the city council.

Management is also requesting a change in the state education
funding formula to increase state aid. A blue ribbon commission has
been proposed to examine this issue, so Fitch does not expect
resolution in the current fiscal year. The agency would look
unfavorably upon a solution that deferred current year obligations
to future years.

The district has tried to avoid cuts that would impact the
classroom, but such cuts are growing increasingly likely. The
district estimates that an increase in class size of two students
would yield $100 million, so that much larger classes would be
needed to achieve meaningful savings relative to the $1 billion
gap.

If structural solutions prove unattainable the district may
undertake a scoop-and-toss restructure and/or finance its pension
payment. Both would result in increased longer-term costs, thus
would be considered a negative credit factor by Fitch.

LIQUIDITY CONCERNS

Even with significant spending cuts, the district will be highly
dependent on short-term borrowing to maintain positive cash flow.
Liquidity declined dramatically from $1.1 billion of cash at the
close of fiscal 2013 to $109 million a year later. The decline was
exaggerated by the use of cash to pay for capital projects that are
being reimbursed by a planned bond issue and the acceleration of
vendor payments that were partially reimbursed in fiscal 2015.

Liquidity continues to deteriorate with negative cash balances for
much of fiscal 2016 absent outside support. The district was forced
to tap $700 million of liquidity agreements to make its required
fiscal 2015 pension payment, which must be repaid by October, and
plans to use additional liquidity facilities for ongoing operations
in fiscal 2016 and likely beyond. Fitch will monitor the district's
ability to access external markets for both this short-term
borrowing and planned long-term borrowing.

PENSION LIABILITIES CONSISTENT WITH WEAK REGIONAL NORMS

Pension funded ratios dropped significantly in the last several
years due to a combination of lower-than-expected investment
returns and payment deferrals for the CTU plan granted by the state
for fiscal years 2011-2013. As of June 30, 2014 the plan was 52%
funded, or approximately 48% using a 7% return rate, up slightly
from the prior year but way down from 80% and 72%, respectively, in
fiscal 2008. The unfunded actuarial liability totaled $9.5 billion
in fiscal 2014, up over 200% since fiscal 2008. District
non-teachers participate in even more poorly funded city plans,
though recent reform to those plans, if successful, should
gradually improve funding levels.

The increased pension payment beginning in fiscal 2014 of $613
million over $208 million in fiscal 2013 was needed to bring
payments up to the level statutorily required to increase the CTU
plan's funded ratio to 90% by fiscal 2059. Fitch does not believe
this is an aggressive goal with respect to addressing the unfunded
liability but still expects the district will be challenged to meet
it. The contribution increased to $694 million in fiscal 2015 ($634
million paid by CPS) but will decline slightly in fiscal 2016
before increasing again in fiscal 2017. Fitch is concerned not only
about these plans but other city, Cook County, and state of
Illinois plans which are all poorly funded.

HIGH DEBT, SWAP TERMINATION TRIGGERED BY DOWNGRADE

The district's overall debt levels are high at 9.1% of market
value, with slow amortization of 29% in 10 years, the result of
long-dated debt and restructurings. Fitch views positively a
reduction in variable rate debt to 17% from 49% in the last several
years. CPS recently announced an upcoming bond issue for $1.2
billion to pay for capital costs, refundings and swap terminations.
This new issue will further weaken the district's debt profile,
though not all $1.2 billion is expected to be issued in the current
fiscal year.

Downgrades earlier this year resulted in termination events for
eight of the district's 10 swaps. CPS has been working on
strategies to resolve these events, largely through negotiating
revised termination events and the financing mentioned above.

Other post-employment benefits (OPEB) are similarly underfunded but
annual payments are capped at $65 million. Carrying costs including
the full payment of the actuarially required pension contribution
(ARC) are currently estimated to be a moderate 19%. Costs will
likely stay relatively controlled due to the slow amortization of
the pension obligation, assuming the full ARC is paid each year.

NO RATING ENHANCEMENT FROM LIEN ON STATE AID

Fitch does not believe the pledge of state aid revenues reduces
default risk. A statutory lien on pledged revenue might enhance
recovery, but does not provide protection from an automatic stay in
the event of district bankruptcy. The state aid revenues flow to
the district before being transferred to the trustee for bond
repayment. While actual debt service coverage from state aid
revenue is strong, the additional bonds test requires only 1.1x
coverage, and the state has not always remitted the full amount of
formula-based aid to the district.

ECONOMY SHOWING SOME IMPROVEMENT

Chicago ('BBB+', Negative Outlook) serves as the economic and
cultural hub for the Midwest region, and maintains good prospects
for long-term stability if not growth. The city has gained almost
50,000 jobs since 2010 primarily in professional and business
services despite reductions in both manufacturing and public
service. Chicago's population totaled 2.7 million in 2014, down 6%
from the 2000 census, but still accounts for 21% of the state's
population.

Socioeconomic indicators are mixed with elevated unemployment and
individual poverty rates, average per capita income levels, but
strong educational attainment levels. As of March 2015, the city's
unemployment rate was 6.9%, down from 8.5% a year earlier.
Employment during this period was up 1%.


CORINTHIAN COLLEGES: Plan Goes to Aug. 26 Confirmation Hearing
--------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on July 27, 2015, approved the disclosure statement
explaining Corinthian Colleges, Inc., et al.'s a Second Amended
Chapter 11 Plan of Liquidation and scheduled the hearing to
consider the confirmation of the Plan for August 26, 2015 at 1:00
p.m. (ET).  Objections to confirmation of the Plan, if any, must be
filed on or before Aug. 21.

The people of the state of California and the commonwealth of
Massachusetts objected to the approval of the Disclosure Statement,
complaining that it still provides inadequate information and
describes a plan that is patently unconfirmable.  The People and
the Commonwealth complain, among other things, that the Disclosure
Statement does not provide sufficient information concerning (i)
the sweeping releases -- including third-party releases for Bank of
America and others, (ii) the assertion of privileges by the
Distribution Trustee, or (iii) the treatment of the States'
claims.

The Debtors, on July 24, filed the Second Amended and Modified
Combined Disclosure Statement and Plan, a blacklined version of
which is available at http://bankrupt.com/misc/CCIds0724.pdf

Following the Disclosure Statement hearing, the Debtors filed a
further revised Plan, a blacklined version of which is available at
http://bankrupt.com/misc/CCIds0727.pdfto provide, among other
things, that while the Debtors are aware of a potential preference
action pursuant to Section 547 of the Bankruptcy Code against the
Administrative Agent and the Prepetition Lenders in the approximate
amount of $3 million, given the amount of the Prepetition Lenders
Adequate Protection Claim, the protections afforded to the Claim in
the Final Cash Collateral Order, and the consideration being
provided to the Debtors' Estates in return for those releases, the
Debtors do not believe that the pursuit of this potential cause of
action would provide a net benefit to the Debtors' Estates.

Attorneys for the People of the State of California:

         Kamala D. Harris, Esq.
         Attorney General of California
         Nicklas A. Akers, Esq.
         Senior Assistant Attorney General
         Nicholas G. Campins, Esq.
         Bernard A. Eskandari, Esq.
         Deputy Attorneys General
         300 South Spring Street, Suite 1702
         Los Angeles, CA 90013
         Tel: (213) 897-2652
         Fax: (213) 897-4951
         Email: bernard.eskandari@doj.ca.gov

Attorneys for the Commonwealth of Massachusetts:

         Maura Healey, Esq.
         Attorney General of Massachusetts
         Peter Leight, Esq.
         Glenn Kaplan, Esq.
         Assistant Attorneys General
         One Ashburton Place, 18th Floor
         Boston, MA 02108
         Tel: (617) 727-2200
         Fax: (617) 722-0184
         Email: peter.leight@state.ma.us

                    About Corinthian Colleges

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly
wind down of its operations.  The cases are jointly administered
Case No. 15-10952.

Judge Kevin J. Carey presides over the case.  Richards, Layton &
Finger, P.A., represents the Debtors in their restructuring
efforts; FTI Consulting, Inc., serves as restructuring advisors;
and Rust Consulting/Omni Bankruptcy serves as claims and noticing
agent.

Corinthian Colleges, Inc., disclosed $721,596,789 in assets and
$2,929,448,278 in liabilities as of the Chapter 11 filing.

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


CORPORATE RESOURCE: Enters Chapter 11 to Complete Wind Down
-----------------------------------------------------------
Corporate Resource Services, Inc., a New York-based provider of
temporary staffing for corporations nationwide, sought Chapter 11
bankruptcy protection to complete the winding down of its
operations.

J. Scott Victor, the CRO, explains in a court filing that as of
Dec. 31, 2014, CRS was one of the largest employment staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars.  

However, beginning in February 2015, CRS and its subsidiaries have
engaged in an orderly wind down of operations.  The Debtors have
reduced their staff significantly, aggressively continued to pursue
receivables, and liquidated a majority of their business assets.
The Debtors do not currently have the liquidity needed to meet
ongoing payment and operating obligations on a long term basis.

The Debtors' transition into wind down mode began when it was
discovered, in late January 2015, that the professional employer
organization that the Debtors used, TS Employment, Inc. ("TSE") had
failed to remit a very substantial amount to taxing authorities,
mostly related to employee withholding taxes, in an amount then
believed to be in the range of $80 million.  At that time, the
Debtors were engaged in a process to refinance their existing
lender, Wells Fargo Bank, N.A., with a new lender, and the Debtors
were likely within several weeks of closing that refinancing.  Due
to that discovery, however, the new lender was unwilling to
refinance the Wells Fargo debt, and Wells Fargo refused to continue
funding the Debtors' ordinary course operations.

Wells Fargo did not agree to fund a wind down of the Debtors'
operations, which would include the continuing employment and
payment, for a limited period, of both the Debtors' own employees
and approximately 30,000 temporary employees deployed by the
Debtors, and the assurance that those employees' wages and related
going-forward benefit and tax amounts, as well as other payments to
unsecured creditors, would be paid.  As conditions to that
continued funding, Wells Fargo required that TSE file a Chapter 11
bankruptcy case and that both the Debtors and TSE retain chief
restructuring officers (CROs).  The Debtors, facing the prospect of
unpaid wages for tens of thousands of employees and other effects
of an uncontrolled shutdown and liquidation, acceded to Wells
Fargo's demands.  Days later, TSE hired its CRO and subsequently
filed a Chapter 11 bankruptcy petition in New York, which case is
still pending.

With the supervision of Wells Fargo, on Feb. 4, 2015, CRS retained
its own CRO, Robert Riisca of Focus Management Group USA, Inc.  On
July 22, 2015, Mr. Riisca resigned as CRO, and the Debtors' board
of directors approved the placement of J. Scott Victor as CRO.   At
the same time, the Debtors' board approved the filing of the
bankruptcy cases.

                 Alleged Obligations to WF, TSE

According to Mr. Victor, as a result of the wind down imposed by
Wells Fargo, the principal and interest obligations on the loans,
which were approximately $60,000,000 as of Jan. 27, 2015, have been
satisfied in full.  Nonetheless, Wells Fargo has continued to
control the Debtors' cash in order to fund potential overdrafts on
the Debtors' accounts, alleged fees and expenses that Wells Fargo
claims are reimbursable by the Debtors, and the potential indemnity
claims that it might have sometime in the future.  The Debtors do
not agree with Wells Fargo nor do they consent to the maintenance
of the reserve or any fees, costs or other expenses that Wells
Fargo have unilaterally deducted from the Debtors' accounts.  The
Debtors reserve all rights with respect to the actions of Wells
Fargo for the prepetition period.

TSE also maintains that it is owed substantial sums from the
Debtors in the range of $60 million.  At a minimum, the Debtors
dispute this amount, and, based on the fact, among others, that the
actions of TSE in failing to at least pay tens of millions of
dollars in taxes essentially borough an end to the Debtors'
businesses and destroyed a company with approximately a billion
dollars in sales in 2014, the Debtors believe that they may have
counterclaims and defenses that could eviscerate and/or exceed any
claims of TSE against the Debtors.  Although there are some
historic common board members and some common ownership interests
among the Debtors and TSE (including the majority stockholder of
CRS being the 100% indirect stockholder of TSE), CRS is a
publicly-traded company (or was, prior to NASDAQ delisting), while
TSE is a private company, and the corporate entities are deeply
adverse to one another.

The Debtors also maintain a substantial book of accounts receivable
that they are continuing to collect.  The collection program has
been very successful to date and the Debtors expect to recover
substantial funds from this program.  At the same time, the Debtors
with the assistance of their CRO, expect to locate appropriate sale
partners for their receivable portfolio.  The face amount of the
Debtors' remaining accounts receivable is approximately
$30,000,000.

Finally, the Debtors are in the midst of litigation pending in
several jurisdictions, certain of which one or more of the Debtors
are the plaintiff, and somewhere they are defendant.  The automatic
stay afforded by the bankruptcy filing will allow the Debtors the
opportunity to keep that litigation at bay while the Debtors pursue
a bankruptcy plan.

Ultimately, the Chapter 11 cases will allow the Debtors to
streamline their operations while providing the necessary time and
process to complete the current restructuring and/or sale process
for the benefit of stakeholders.  Absent the protections of the
Bankruptcy Code, a shutdown of the Debtors' operations is
inevitable, to the detriment of the Debtors' employees, customers,
suppliers, and creditors.

                         First Day Motions

The Debtors on the Petition Date filed motions to:

  -- jointly administer their Chapter 11 cases;
  -- use cash collateral;
  -- pay employee wages and benefits;
  -- continue utility services; and
  -- maintain their bank accounts.

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

    http://bankrupt.com/misc/CRS_Inc_1st_Day_Affidavit.pdf

                     About Corporate Resource

Corporate Resource Services, Inc., was a New York-based provider of
employment and human resource solutions for corporations throughout
the United States.  CRS leases its headquarters and does not own
any real property.  About 90% of CRS shares are owned by Robert
Cassera and the balance are traded OTC.

As of Dec. 31, 2014, CRS was one of the largest employment staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars.  In February 2015, CRS began an orderly wind down of
operations after discovering that TS Employment, Inc., a privately
held company owned by Mr. Cassera, failed to remit tens of millions
of dollars of the Debtors' withholding taxes to taxing
authorities.

TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb.
2, 2015.  TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.  Realization Services Inc.
serves as the Debtor's consultant.

CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations.  Judge Kevin J. Carey presides
over the Chapter 11 cases.  The Debtors tapped (a) Gellert Scali
Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer Cutler
Pickering Hale & Dorr LLP, as special counsel; (c) Carter Ledyard &
Milburn LLP, as special SEC counsel, (d) SSG Capital Advisors as
financial avisors and investment bankers, and (e) Rust Omni LLC as
claims agent.

CRS estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.


CORPORATE RESOURCE: Seeks to Use Wells Fargo Cash Collateral
------------------------------------------------------------
Corporate Resource Services, Inc., and its debtor subsidiaries are
asking the U.S. Bankruptcy Court for the District of Delaware for
authority to use cash collateral and grant adequate protection to
Wells Fargo Bank, N.A.

As of Jan. 27, 2015, the Debtors owed Wells Fargo $60,000,000.  As
a result of the wind down imposed by Wells Fargo, the principal and
interest obligations on the loans, have been satisfied in full.

Wells Fargo, however, has collected additional funds in excess of
the amount of the loan, resulting in excess cash, which is property
of the Debtors' estates and which, should, together with the other
primary asses and any other value in the Debtors' estates, be made
available to the Debtors' unsecured creditors.  Despite the Debtors
paying what they believed was all amounts due under the Wells Fargo
loans and demanding a payoff letter and lien release, Wells Fargo
has continued to assert additional amounts are due under the Wells
Fargo loans.  Wells Fargo maintains that it retains certain
indemnity rights and other contingent claims against the Debtors
and rights to the reimbursement of fees and expenses, and therefore
has refused to release its liens or release the excess cash.

The Debtors did not seek the consent of Wells Fargo to use cash
collateral.  Due to concerns regarding what actions Wells Fargo
might take if informed of the intention to file the Debtors'
bankruptcy cases, extensive cash collateral discussions could not
occur prepetition.  

Counsel for the Debtors, Ronald S. Gellert, Esq., at Gellert Scali
Busenkell & Brown, LLC, relates that absent authority to use cash
collateral, the Debtors will not have the cash required to continue
the principled, orderly liquidation of their estates, which as to
date both paid Wells Fargo in full and generated additional amounts
for unsecured creditors and which the Debtors expect to provide
additional substantial value for unsecured creditors as the
bankruptcy cases proceed.

As adequate protection for the diminution in value of the interests
in their prepetition collateral, including cash collateral, on
account of the Debtors' use of prepetition collateral, Wells Fargo
will be granted replacement liens and 11 U.S.C. Sec. 507(b)
priority claims, provided that the replacement liens and
superpriority claims will only arise to the extent that Wells Fargo
maintained a valid, enforceable, binding and perfected prepetition
lien in the prepetition collateral.

                     About Corporate Resource

Corporate Resource Services, Inc., was a New York-based provider of
employment and human resource solutions for corporations throughout
the United States.  CRS leases its headquarters and does not own
any real property.  About 90% of CRS shares are owned by Robert
Cassera and the balance are traded OTC.

As of Dec. 31, 2014, CRS was one of the largest employment staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars.  In February 2015, CRS began an orderly wind down of
operations after discovering that TS Employment, Inc., a privately
held company owned by Mr. Cassera, failed to remit tens of millions
of dollars of the Debtors' withholding taxes to taxing
authorities.

TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb.
2, 2015.  TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.  Realization Services Inc.
serves as the Debtor's consultant.

CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations.  Judge Kevin J. Carey presides
over the Chapter 11 cases.  The Debtors tapped (a) Gellert Scali
Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer Cutler
Pickering Hale & Dorr LLP, as special counsel; (c) Carter Ledyard &
Milburn LLP, as special SEC counsel, (d) SSG Capital Advisors as
financail avisors and investment bankers, and (e) Rust Omni LLC as
claims agent.

CRS estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.


CROSSROADS SYSTEMS: Receives NASDAQ Listing Non-Compliance Notice
-----------------------------------------------------------------
Crossroads Systems, Inc. disclosed that on July 22, 2015, the
Company received notice from the Listing Qualifications Staff of
The NASDAQ Stock Market LLC indicating that the Company did not
satisfy the minimum $35 million in market value of listed
securities requirement for continued listing on The NASDAQ Capital
Market for the prior 30 consecutive business days, or the
alternative requirement of $2.5 million in stockholders' equity as
of its most recent periodic report, as set forth in NASDAQ Listing
Rule 5550.

In accordance with the NASDAQ Listing Rules, NASDAQ has granted the
Company a 180-day period to evidence compliance with the $35
million market value of listed securities requirement, through
January 19, 2016.  As previously announced, the Company commenced a
rights offering on July 6, 2015 to sell up to 11,263,184 shares of
its common stock for $1.25 per share, which if fully subscribed
would result in gross proceeds to the Company of approximately $14
million.  The rights offering will expire on July 28, 2015.  If
fully subscribed the proceeds received would be in excess of the
amount required for the Company to evidence compliance with the
alternative $2.5 million stockholders' equity requirement, in which
case the Company expects it would be deemed by NASDAQ to have
satisfied the Rule, thereby closing this matter.

The Company will continue to monitor its market value of listed
securities during the 180-day compliance period and will consider,
to the extent necessary, other options for regaining compliance
with either the $2.5 million stockholders' equity or $35 million
market value of listed securities requirements by the January 19,
2016 deadline.  In the event the Company does not regain compliance
by the deadline, the Company would be entitled to request a hearing
before a NASDAQ Listing Qualifications Panel and any delisting or
suspension action would be stayed pending the hearing and the
expiration of any additional extension granted by the Panel.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.  The Company has filed
with the Securities and Exchange Commission a registration
statement on Form S-1 covering the transaction and the distribution
of rights and commencement of the rights offering which was
declared effective on July 1, 2015.

                    About Crossroads Systems

Founded in 1996, Crossroads Systems, Inc. (NASDAQ: CRDS) --
http://www.crossroads.com-- is a global provider of data storage
solutions.  The company is headquartered in Austin, Texas.


CRP-2 HOLDINGS: Section 341 Meeting Set for September 3
-------------------------------------------------------
There will be a meeting of creditors in the bankruptcy case of
CRP-2 Holdings AA, L.P. on Sept. 3, 2015, at 1:30 p.m. at 219 South
Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802, in
Chicago, Illinois.

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

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

CRP-2 Holdings AA, L.P., a Delaware limited partnership that was
formed in May of 2006 for the primary purpose of acquiring and
managing real property, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 15-24683) on July 21, 2015.  Neil
Waisnor signed the petition as vice president.   FrankGecker LLP
serves as the Debtor's counsel.  The Debtor estimated assets and
liabilities of at least $100 million.  Judge Donald R Cassling is
assigned to the case.


DEB STORES: Financial Recovery Okayed as Exclusive Recovery Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Deb Stores Holding LLC, et al., to employ Financial Recovery
Services, Inc., doing business as Financial Recovery Strategies, as
exclusive recovery agent, nunc pro tunc to June 16, 2015.

FRS is expected to represent the Debtors in connection with the
settlement of any claims belonging to any of the Debtors in
connection with In re payment card interchange fee and merchant
discount antitrust litigation, and which litigation will not be
included as a potential action.

In consideration for the services provided, FRS will receive 33% of
a proceeds FRS received from claims administrators in the potential
actions, or from any other sources of payment in connection with
any of the claims FRS filed on behalf of the Debtors in the
potential actions.

To the best of the Debtors' knowledge, FRS neither holds nor
represents any interest adverse to the Debtors or to the estates.

                          About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated
a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
and its subsidiaries -- sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11941) and closed the sale of the assets
three months later to Ableco Finance, LLC, the agent for the first
lien lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel;
and Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.



DOVER DOWNS: Receives NYSE Listing Non-Compliance Notice
--------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc. on July 23 disclosed that
it was notified by the New York Stock Exchange on July 22, 2015
that the average closing price of its common stock had fallen below
$1.00 per share over a period of 30 consecutive trading days, which
is the minimum average share price for continued listing on the
NYSE under the NYSE Listed Company Manual.

"Under NYSE rules, we have six months following receipt of the
notification, subject to possible extension, to regain compliance
with the minimum share price requirement or be subject to
delisting.  We can also regain compliance at any time during the
six-month cure period if our common stock has a closing share price
of at least $1.00 on the last trading day of any calendar month
during the period and also has an average closing share price of at
least $1.00 over the 30-trading day period ending on the last
trading day of that month," the Company said.

"The notice has no immediate impact on the listing of our common
stock, which will continue to trade on the NYSE under the symbol
'DDE' but will be assigned a '.BC' indicator by the NYSE to signify
that we are not currently in compliance with NYSE continued listing
standards.

"We have 10 business days to notify the NYSE of our intent to cure
this deficiency.  We intend to so notify the NYSE on a timely
basis."

Owned by Dover Downs Gaming & Entertainment, Inc., Dover Downs
Hotel & Casino(R) -- http://www.doverdowns.com-- is a premier
gaming and entertainment resort destination in the Mid-Atlantic
region. Gaming operations consist of approximately 2,500 slots and
a full complement of table games including poker.  The AAA-rated
Four Diamond hotel is Delaware's largest with 500 luxurious
rooms/suites and amenities including a full-service spa/salon,
concert hall and 41,500 sq. ft. of multi-use event space.  Live,
world-class harness racing is featured November through April, and
horse racing is simulcast year-round.  Professional football parlay
betting is accepted during the season.  Additional property
amenities include multiple restaurants from fine dining to casual
fare, bars/lounges and retail shops.


ECI HOLDCO: S&P Revises Outlook to Negative & Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on St. Louis, Mo.-based ECI Holdco Inc. to negative from
stable and affirmed S&P's 'B+' corporate credit rating on the
company.

At the same time, S&P affirmed its 'B+' issue-level rating on ECI
subsidiary Electrical Components International Inc.'s senior
secured credit facilities, which include a $50 million revolving
credit facility and the proposed upsized $350 million term loan.
The recovery rating on this debt is '3', which indicates S&P's
expectation of meaningful (50%-70%; lower half of the range)
recovery in the event of a payment default.

"The outlook revision reflects the potential that we may downgrade
the company if its operating performance does not improve such that
it sustains leverage of less than 5x and a funds from operations
(FFO)-to-debt ratio of greater than 12%, or if the company pursues
debt-financed acquisitions that prevent it from deleveraging," said
Standard & Poor's credit analyst Svetlana Olsha.

The negative outlook reflects that S&P could downgrade ECI if the
company's operating performance does not improve in the second half
of 2015 and its credit metrics do not improve to S&P's expected
levels for the current rating in the next few quarters, or if the
financial policy of the company's sponsor becomes more aggressive
than S&P expects.

S&P could lower its ratings on ECI if the company sustains a
leverage ratio above 5x and a FFO-to-debt ratio below 12% over the
next 12 months.  For instance, this could occur if the company
experienced weaker-than-expected demand from its end markets or if
its margins deteriorate from their current levels.  S&P could also
lower the rating if weak free cash flow generation or low covenant
headroom causes ECI to face liquidity concerns.

S&P could revise its outlook on ECI to stable if the company
demonstrates sales and profit growth and sustains its leverage
ratio below 5x.  In addition, an outlook revision to stable would
incorporate S&P's belief that the company will consistently
generate positive free operating cash flows and that its financial
policy will continue to support an "aggressive" financial risk
profile.



ELECTRICAL COMPONENTS: Moody's Retains B2 CFR on $50MM Loan Upsize
------------------------------------------------------------------
Moody's Investors Service says that Electrical Components
International, Inc.'s (ECI) proposed $50 million upsizing to its
senior secured term loan B that will be used to pay a $50 million
dividend to its PE Sponsor KPS Capital Partners is a credit
negative, but it does not change the company's B2 Corporate Family
Rating (CFR) or stable rating outlook.

Electrical Components International (ECI) is a leading manufacturer
of wire harnesses and providers of value-added assembly services to
companies primarily located in North America and Europe.  The
company also generates sales in South America and Asia.  ECI
operates in two core segments; appliances and specialty
industrials.  ECI is believed to be the leading wire harness
supplier for appliance companies in both North America and Europe,
and also produces specialty harnesses for several industries
including automotive, HVAC, construction, and agricultural
equipment among others.  In November 2013 ECI acquired Incaelec, a
European wire-harness manufacturer, and in January 2015 ECI
completed the acquisition of Global Harness Systems (GHS), a North
American manufacturer of wire harnesses and panel assemblies. ECI
was acquired by private equity firm KPS Capital Partners, LP in May
2014.  Sales for the twelve month period ended June 30, 2015 - pro
forma for the GHS acquisition - were nearly $682 million.


ENERGY FUTURE: Wants Luminant Suit vs. Tremble Parties to Proceed
-----------------------------------------------------------------
Energy Future Holdings Corp., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to confirm that no automatic stay is
in effect or, in the alternative, modify the automatic stay to the
extent necessary to permit Luminant Mining Company LLC and EFH to
proceed with a certain litigation.

On November 26, 2013, Luminant, an indirect subsidiary of EFH,
filed three suits against the Tremble Parties in Rusk County
District Court to partition three particular tracts of land in
which it owned an undivided interest in Rusk County, Texas.  The
Debtors ask the Bankruptcy Court to confirm the automatic stay does
not bar litigation originally brought by Luminant Mining Company
LLC against Billie Murphy Tremble, Sharon Tremble Donaldson, Selia
Tremble Shawkey, and Wilmer Forrest Tremble, Jr., or, in the
alternative, modifying the automatic stay to the extent necessary
for the limited purpose of permitting the Debtor Parties to
litigate the Appeals to a final judgment.

The Debtors assert that lifting the automatic stay will promote the
interests of judicial economy.  Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, asserts that the
issues in the Appeals are Texas state property law issues, which a
Texas state court is most suited to adjudicate.

Moreover, Mr. Collins asserts that if if the stay is lifted, the
state court proceedings likely would result in a complete
resolution of the Appeals due to the "abuse of discretion" legal
standard of review used on appeal.  Mr. Collins also asserts that
modification of the stay will not interfere with the Debtors'
bankruptcy case as the Appeals "primarily involve third parties
with no connection to this bankruptcy case."  

Gary Moor, the Corporate Secretary of Luminant, filed a declaration
supporting the Debtors' motion, saying he believes that to the
extent the automatic stay applies to the Debtor Parties in the
Appeals, litigating to a final judgment in the State Appellate
Court will allow for the most efficient, expeditious and final
resolution of these causes of action.

The Debtor is represented by:

          Mark D. Collins, Esq.
          Daniel J. DeFranceschi, Esq.
          Jason M. Madron, Esq.
          Mark D. Collins, Esq.
          Daniel J. DeFranceschi, Esq.
          Jason M. Madron, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          920 North King Street
          Wilmington, Delaware 19801
          Tel: (302) 651-7700
          Fax: (302) 651-7701
          Email: collins@rlf.com
                 defranceschi@rlf.com
                 madron@rlf.com

             -- and --

          Edward O. Sassower, P.C., Esq.
          Stephen E. Hessler, Esq.
          Brian E. Schartz, Esq.
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, New York 10022-4611
          Tel: (212) 446-4800
          Fax: (212) 446-4900
          Email: edward.sassower@kirkland.com
                 stephen.hessler@kirkland.com
                 brian.schartz@kirkland.com

             -- and --

          James H.M. Sprayregen, P.C., Esq.
          Marc Kieselstein, P.C., Esq.
          Chad J. Husnick, Esq.
          Steven N. Serajeddini, Esq.
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, Illinois 60654
          Tel: (312) 862-2000
          Fax: (312) 862-2200
          Email: james.sprayregen@kirkland.com
                 marc.kieselstein@kirkland.com
                 chad.husnick@kirkland.com
                 steven.serajeddini@kirkland.com

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion.  The Debtors have $42
billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


EZENIA! INC: Gets Debt Financing, Exits Chapter 11 Bankruptcy
-------------------------------------------------------------
Ezenia! Inc. on July 27 disclosed that it has emerged from Chapter
11 with financing provided by lenders including funds managed by
MAST Capital Management, LLC.   The proceeds of the financing will
be used to repay existing creditors, to develop the Company's
platform for insider threat detection, unified communications and
desktop platform, and for general corporate purposes.   In
connection with the financing transaction, MAST and the other
lenders will receive warrants to purchase 45% of the Company's
outstanding shares on a fully diluted basis.

                         About Ezenia!

Ezenia! Inc., filed for Chapter 11 protection (Bankr. D. N.H. Case
No. 11-13664) on Sept. 30, 2011.  Judge J. Michael Deasy presides
over the case.  Daniel W. Sklar, Esq., at Nixon Peabody LLP,
represents the Debtor.

In updated court filings, the Company disclosed $2.5 million in
assets and $1.3 million in debt.  Its largest asset -- worth $2.4
million -- is a prepaid licensing contract with Microsoft Corp.

Ezenia! Inc., has moved its corporate headquarters to Gig Harbor,
Wash., while its finance office is in Salem, N.H.  It was
originally based in Nashua, N.H.  The company previously disclosed
it was considering moving to Seattle, Wash., to be near Microsoft.

Ezenia stock is traded on the Pink Sheets.


FJK PROPERTIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
FJK Properties, Inc., filed the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,000,000
  B. Personal Property            $1,472,743
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,714,195
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $121,333
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $18,825
                                 -----------      -----------
        TOTAL                    $17,472,743       $8,854,353

A copy of the amended schedules is available for free at:

http://bankrupt.com/misc/FJKProperties_17_initialSALs_July14.pdf

Frederick J. Keitel, III, president, declared that the information
contained in the original schedules is true and correct.

FJK Properties Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 15-19494) on May 26, 2015.  The Debtor tapped
Robert C. Furr and the law firm Furr and Cohen, P.A., as its
counsel.  Hon. Paul G. Hyman, Jr., is assigned to the case.


FRONTIER STAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                   Case No.
      ------                                   --------
      Frontier Star, LLC                       15-09383
      5210 S. Priest
      Guadalupe, AZ 85283

      Frontier Star CJ, LLC                    15-09385
      5210 S. Priest
      Guadalupe, AZ 85283

Type of Business: Restaurant

Chapter 11 Petition Date: July 27, 2015

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtors' Counsel: Philip G. Mitchell, Esq.
                  THE CAVANAGH LAW FIRM
                  1850 N Central Ave Ste 2400
                  Phoenix, AZ 85004
                  Tel: 602-322-4000
                  Fax: 602-322-4105
                  Email: Philip.Mitchell@azbar.org

                                     Estimated    Estimated
                                      Assets     Liabilities
                                    -----------  -----------
Frontier Star                       $10MM-$50MM  $10MM-$50MM
Frontier Star CJ                    $10MM-$50MM  $10MM-$50MM      
                    
The petition was signed by Jason LeVecke, CEO/manager.

List of Frontier Star's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
CKE                                                      $984,687
Hardee's Restaurants, LLC
100 N Broadway Ste 1200
St. Louis, Missouri 63102

DMS 2, LLC                                                $14,166
James Scrima                                              $14,000
Triceratops, LLC                                          $13,800
James H. Evans, Trustee                                   $13,125
McNeil Property No. 3 LLC                                 $11,900
SanPolo Holdings, Inc.                                    $11,812
HDI Chicago Rest, LLC                                     $11,667
Tom or Gayle Sinkiewicz                                   $10,875
The Margaret and David Firestone Living Trust             $10,500
CSC Holdings, LLC                                         $10,500
Paul T. Herron and Paula R. Herron                         $9,275
Wen Lung Chow & Alice J. Yu                                $9,275
Aras Capital Co.                                           $8,758
Dr. P.M. Corp.                                             $8,699
Puccinelli Equities of Springfield                         $8,263
The Bohn Family Trust                                      $7,986
Ike & Squeaker D. Bootsma                                  $7,976
Glenn J. Pratt and Judith K. Pratt                         $7,446
The Gary L. Johnson and Geraldine C. Johnson Trust         $7,037

List of Frontier Star, CJ's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
CKE                                                    $1,517,306
Carl's Jr. Restaurants, LLC
100 N. Broadway, Ste. 1200
St. Louis, Missouri 63102

National Retail Properties                                $16,399
Strata Equity                                             $14,709
Real Estate Services                                      $14,625
Alpha Mae, LLC                                            $13,635
La Cholla Pad                                             $13,388
Carl's Jr. Trust                                          $13,325
National Retail Properties                                $13,263
Steve Brandlin                                            $13,094
La Cholla Pad                                             $13,083
Rossmore Enterprises                                      $12,861
Cheeseburger, LLC                                         $12,384
Cheeseburger, LLC                                         $10,853
Cheeseburger, LLC                                         $10,436
Cheeseburger, LLC                                          $9,691
Fairfield Homes Title                                      $9,430
Rubyco Holding LLC                                         $9,224
JAML                                                       $8,052
GVD Commercial Properties                                  $6,870
CFT C Properties, LLC                                      $4,250


GEORGETOWN MOBILE: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Georgetown Mobile Estates, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Kentucky its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,000,000
  B. Personal Property               $14,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,669,148
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,788,461
                                 -----------      -----------
        TOTAL                    $16,014,000      $19,457,609

Copies of the schedules are available for free at:

http://bankrupt.com/misc/GeorgetownMobile_56_SAL_May26.pdf
http://bankrupt.com/misc/GeorgetownMobile_66_summarySAL_May27.pdf

                  About Georgetown Mobile Estates

Georgetown Mobile Estates, LLC, is a Kentucky corporation with
headquarters in Georgetown, Scott County, Kentucky.  Originally
incorporated on Jan. 23, 2006, the Company operates a mobile home
park in three areas on the county line of Scott and Fayette,
Kentucky.  The park can take up to 504 customers and,
historically,
had an occupancy rate of 92%.

Georgetown Mobile Estates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Ky. Case No. 15-50945) in Lexington, Kentucky, on May
11, 2015, to take back control of the mobile home park from a
receiver.  Daniel E. Sexton, the present owner, signed the
petition.

The bankruptcy case is assigned to Judge Tracey N. Wise.  The
Debtor estimated $10 million to $50 million in assets and debt.

The Debtor tapped Bunch & Brock of Lexington, Kentucky, as counsel;
Randy Reynolds of Magnum Capital Consultants, LLC, as financial
advisor; Bradford Burgess of The Thayer Group as financial advisor;
and Glen Dellavalle of Dellavalle Management Group as manager of
business operations.

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



HYPNOTIC TAXI: Section 341 Meeting Set for August 28
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Hypnotic Taxi LLC
will be held on Aug. 28, 2015, at 9:00 a.m. at Room 2579, 271-C
Cadman Plaza East, in Brooklyn, New York.

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

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

Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on
July 22, 2015.  The petition was signed by Evgeny Freidman as sole
and managing member.

Klestadt Winters Jureller Southard & Stevens LLP serves as the
Debtors' counsel.  Judge Carla E. Craig presides over the case.

The Debtors each own either two or three medallions issued by the
New York City Taxi and Limousine Commission that permit taxi
services to be performed by the Debtors.


I.E.C. RENTALS: Court Extends Exclusive Filing Period by 90 Days
----------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida, on July 13, 2015 extended I.E.C.
Rentals, Inc.'s exclusive periods to:

   i) file a chapter 11 plan and disclosure statement by an
additional 90 days; and

  ii) solicit acceptances for that plan by 180 days.

                     About I.E.C. Rentals

Naples, Florida-based I.E.C. Rentals, Inc., sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 15-02491) in Ft. Myers,
Florida, on March 12, 2015, without stating a reason.

I.E.C. Rentals $6,906,812 IN assets and $169,792 in liabilities

According to the docket, the Chapter 11 plan and disclosure
statement are due by July 10, 2015.

Robert E. Cadenhead signed the petition as director.  The Debtor
is represented by Joey M Grant, Esq., at Marshall Socarras Grant,
in Boca Raton, Florida, as counsel.


I.E.C. RENTALS: Withdraws Bid to Turnover Property to the Estate
----------------------------------------------------------------
I.E.C. Rentals, Inc., notified the U.S. Bankruptcy Court for the
Middle District of Florida that it had withdrawn the motion for
turnover of property to the estate.

The Debtor had asked that the Court direct The Law Offices of John
F. Hooley, P.A., to turn over the funds it held.  The Debtor said
that the law firm currently has custody of $87,282, which was
distributed on March 3, 2015, by Ivy Jean Nebus as a result of an
order made by the arbitrator in an arbitration concerning the
Debtor and Nebus' dispute over the issuance of distributions from
their partnership, Rock Creek Campgrounds Phase II.  The funds form
part of the property of the bankruptcy estate.  The Debtor said
that the law firm is ready, willing, and able to turn over the
funds, pending the Court's approval of the same.

The Debtor's primary attorneys can be reached at:

         Joe M. Grant, Esq.
         Adam D. Marshall, Esq.
         MARSHALL SOCARRAS GRANT, P.L.
         197 S. Federal Highway, Suite 300
         Boca Raton, FL 33432
         Tel: (561) 361-1000
         Fax: (561) 672-7581
         E-mail: jgrant@msglaw.com

                     About I.E.C. Rentals

Naples, Florida-based I.E.C. Rentals, Inc., sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 15-02491) in Ft. Myers,
Florida, on March 12, 2015, without stating a reason.

I.E.C. Rentals $6,906,812 IN assets and $169,792 in liabilities

According to the docket, the Chapter 11 plan and disclosure
statement are due by July 10, 2015.

Robert E. Cadenhead signed the petition as director.  The Debtor
is represented by Joey M Grant, Esq., at Marshall Socarras Grant,
in Boca Raton, Florida, as counsel.



INFOGROUP INC: S&P Affirms 'B-' CCR & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Omaha, Neb.-based Infogroup Inc. and
revised its rating outlook on the company to stable from negative.

At the same time, S&P assigned its 'B-' issue-level and '3'
recovery ratings to Infogroup's $37.25 million revolving credit
facility due 2017.  S&P also affirmed its 'B-' issue-level and '3'
recovery ratings on the company's $410 million term loan due 2018
(about $260 million outstanding as of March 31, 2015).  The '3'
recovery ratings indicate S&P's expectation for meaningful recovery
(50%-70%; upper half of the range) of principal in the event of a
payment default.

Infogroup was able to stabilize and then grow its revenue and
EBITDA over the past seven quarters.  S&P believes that the company
should be able to maintain its positive momentum.  In July 2015,
the company issued a new $37.25 million revolving credit facility
with an extended maturity to 2017 (its financial sponsor CCMP
Capital Advisors LLC will extend to May 2018, assuming the lenders
make no further extension), with no other changes in terms.  The
outlook revision reflects S&P's expectation for stable operating
performance that will allow the company to generate minimal
discretionary cash flow (excluding large one-time tax payments)
over the next year and maintain at least a 10% covenant cushion.

"The stable outlook reflects our expectation for stable operating
performance that will allow Infogroup to generate minimal
discretionary cash flow (excluding large one-time tax payments)
over the next 12 months and maintain an at least 10% covenant
cushion," said Standard & Poor's credit analyst Heidi Zhang.

S&P could lower the rating if competitive pressures and customer
attrition cause the company's revenues and earnings to decline and
discretionary cash flow to trend towards breakeven in 2016, or if
the margin of covenant compliance narrows to less than 10%.

S&P could raise the rating if the company generates more
substantial discretionary cash flow through steady revenue growth
and sustains leverage below 5x, while having "adequate" liquidity.



JUPITER RESOURCES: Moody's Lowers CFR to B3, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Jupiter Resources Inc.'s
Corporate Family Rating (CFR) to B3 from B2, Probability of Default
Rating to B3-PD from B2-PD, and its senior unsecured notes rating
to Caa1 from B3.  The SGL-3 Speculative Grade Liquidity Rating was
affirmed and the outlook remains stable.

"The ratings downgrade reflects low natural gas prices that will
keep cash flow leverage metrics weak through 2016 despite expected
production growth," said Paresh Chari, Moody's Analyst.  "Jupiter's
large capital program will also lead to significant negative free
cash flow, increasing debt levels."

Issuer: Jupiter Resources Inc.

Downgrades:

  Probability of Default Rating, Downgraded to B3-PD from B2-PD
   Corporate Family Rating, Downgraded to B3 from B2
  Senior Unsecured Regular Bond/Debenture, Downgraded to
   Caa1(LGD4) from B3(LGD4)

Outlook Actions:

  Outlook, Remains Stable

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-3

Jupiter's B3 Corporate Family Rating (CFR) is driven by weak cash
flow leverage metrics, cash margins and leveraged full-cycle ratio,
all reflecting Jupiter's high percentage of methane and ethane
production, which comes from a single field.  While Jupiter's size
and scale is above average for the rating, its debt levels are high
and the company would be hard-pressed to reduce principal in this
low natural gas priced environment.

The SGL-3 rating reflects adequate liquidity through mid-2016.  At
March 31, 2015 Jupiter had C$46 million of cash, with no drawings
and C$38 million of letters of credit outstanding under its C$550
borrowing base revolver that matures in September 2019, but is
subject to semi-annual borrowing base redeterminations.  Moody's
expects 15 months of negative free cash flow of about C$175 million
through June 30, 2016 to be funded with cash and through the
revolver.  The company has no financial covenants.  The company's
alternative liquidity is limited as all of its assets are pledged
to the borrowing base revolver.

In accordance with Moody's Loss Given Default methodology, the
US$1.1 billion senior unsecured notes are rated one notch below the
B3 CFR because of the existence of the priority ranking C$550
million secured revolver.

The stable outlook reflects our expectation that Jupiter will
increase its production and reserves base in 2016 while modestly
improving leverage metrics.

The ratings could be upgraded if Jupiter's production continues to
rise and the company maintains retained cash flow to debt above 15%
with the leveraged full-cycle ratio trending towards 1x while
maintaining adequate liquidity.

The ratings could be downgraded if production declines materially,
retained cash flow to debt appears likely to remain below 5% or if
liquidity weakens.

Jupiter is a privately-owned oil and gas exploration and production
company, headquartered in Calgary, Alberta, with total proved
reserves of about 1.1 trillion cubic feet equivalent and current
net average daily production of around 270 million cubic feet
equivalent per day.

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



LIFE PARTNERS: Chapter 11 Trustee's Prior Connections Unveiled
--------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, has filed an
amendment to his application to appoint H. Thomas Moran II as
trustee for the Chapter 11 cases of Life Partners Holdings Inc. et
al.

In the amended documents, the U.S. Trustee disclosed Mr. Moran's
prior connections with the Securities and Exchange Commission.  The
consulted constituents and the U.S. Trustee were aware that the SEC
had appointed him as a receiver in other cases and that he was
selected as a receivership candidate for the LPHI case.

Mr. Moran agreed to serve as trustee at to an hourly rate of $300
subject not to exceed the statutory cap set out under Section
326(a) of the Bankruptcy Code.  Mr. Moran also agrees that his fees
and expenses as trustee will be subject to review by interested
parties and the Court.  The trustee's bond is fixed at $10,000
personal recognizance.

                       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.


LOCAL CORP: Robins Kaplan Named Counsel to Creditors' Committee
---------------------------------------------------------------
Robins Kaplan LLP on July 27 disclosed that it has been engaged as
counsel to the Official Committee of Unsecured Creditors in the
bankruptcy case commenced by Local Corp. in the Central District of
California (case no. 8:15-bk-13153 SC).

Local Corp. filed for Chapter 11 bankruptcy protection in late June
and announced its intention to sell its business through a
court-approved sale.  Founded in 1999, the Irvine, Calif.-based
company generated $83 million in advertising revenue last year and
owns a portfolio of patents relating to geographically based web
searches.  In addition to operating its own website, Local.com, the
company also syndicates its localized search capacity to more than
1,600 websites.  Local Corp. has stated that it receives
approximately 14 million monthly visitors, but attributes its need
for bankruptcy protection to a cash shortage resulting from a drop
in net revenue the past year.

In the bankruptcy, Robins Kaplan will represent an official
Creditors' Committee appointed by the Office of the United States
Trustee to represent the interests of unsecured creditors in the
case.  The Creditors' Committee is co-chaired by U.S. Bank, in its
capacity as indenture trustee, and Adapt.tv. The Creditors'
Committee has also retained FTI Consulting, Inc. as its financial
advisor.

"We're pleased by this engagement and will aggressively represent
the interests of Local Corp.'s unsecured creditors," said Robins
Kaplan partner David Shemano, lead counsel to the Creditors'
Committee.  "As a result of Local Corp.'s longstanding
relationships with Google and Yahoo, the company should attract
interest from multiple bidders, so we hope for a full recovery for
unsecured creditors through the bankruptcy sale process," he
added.

Robins Kaplan's restructuring group is a national leader in
representing creditors' committees, as well as other constituents,
including debtors, investors, lenders and indenture trustees, in
corporate restructuring and business bankruptcy cases.  The firm
recently was engaged to represent the official committee of student
creditors in the Chapter 11 bankruptcy of Corinthian Colleges,
Inc., one of the nation's largest for-profit education companies.

                      About Robins Kaplan

Robins Kaplan LLP is a trial law firm with more than 220 lawyers
located in Atlanta; Bismarck, N.D.; Boston; Los Angeles;
Minneapolis; Mountain View, Calif.; New York; Naples, Fla.; and
Sioux Falls, S.D.  The firm litigates, mediates, and arbitrates
high-stakes, complex disputes, repeatedly earning national
recognition.  Firm clients include -- as both plaintiffs and
defendants -- numerous Fortune 500 corporations, emerging-markets
companies, entrepreneurs, and individuals.

                          About Local.com

Local.com Corporation is a local media company that specializes in
connecting local businesses with online consumers.  It provides a
variety of digital media services to small and medium sized
businesses to enable these customers to reach consumers.  It
generates revenue from performance ad units such as daily deals,
pay-per-click, pay-per-call and lead generation, subscription ad
units, and Cost per Thousand Impressions ad units, among others.


LOCAL CORPORATION: Creditors' Panel Tap Robins Kaplan as Counsel
----------------------------------------------------------------
Robins Kaplan LLP has been engaged as counsel to the Official
Committee of Unsecured Creditors in the bankruptcy case commenced
by Local Corp. in the U.S. Bankruptcy Court for the Central
District of California.

The Company filed for Chapter 11 bankruptcy protection in late June
and announced its intention to sell its business through a
court-approved sale.  In the bankruptcy, Robins Kaplan will
represent the Committee appointed by the Office of the U.S. Trustee
to represent the interests of unsecured creditors in the case.  The
Committee is co-chaired by U.S. Bank, in its capacity as indenture
trustee, and Adapt.tv.  The Committee has also retained FTI
Consulting, Inc., as its financial advisor.

"We're pleased by this engagement and will aggressively represent
the interests of Local Corp.'s unsecured creditors," said Robins
Kaplan partner David Shemano, lead counsel to the Creditors'
Committee.  "As a result of Local Corp.'s longstanding
relationships with Google and Yahoo, the Company should attract
interest from multiple bidders, so we hope for a full recovery for
unsecured creditors through the bankruptcy sale process," he
added.

Robins Kaplan's restructuring group is a national leader in
representing creditors’ committees, as well as other
constituents, including debtors, investors, lenders and indenture
trustees, in corporate restructuring and business bankruptcy cases.
The firm recently was engaged to represent the official committee
of student creditors in the Chapter 11 bankruptcy of Corinthian
Colleges, Inc.

                      About Robins Kaplan LLP

Robins Kaplan LLP is among the nation's premier trial law firms,
with more than 220 lawyers located in Atlanta; Bismarck, N.D.;
Boston; Los Angeles; Minneapolis; Mountain View, Calif.; New York;
Naples, Fla.; and Sioux Falls, S.D.  The firm litigates, mediates,
and arbitrates high-stakes, complex disputes, repeatedly earning
national recognition.  Firm clients include -- as both plaintiffs
and defendants -- numerous Fortune 500 corporations,
emerging-markets companies, entrepreneurs, and individuals.

                       About Local Corporation

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

The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year. The Company's balance sheet at March 31, 2015, showed $36.8
million in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.

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

The case is assigned to Judge Scott C Clarkson. The Debtor tapped
Winthrop Couchot as counsel.


MILAGRO OIL & GAS: Meeting of Creditors Set for August 20
---------------------------------------------------------
The meeting of creditors of Milagro Oil & Gas Inc. is set to be
held on August 20, 2015, at 2:00 p.m. (Eastern Time), according to
a filing with the U.S. Bankruptcy Court in Delaware.

The meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 North King Street, in Wilmington, Delaware.

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

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

                      About Milagro Oil

Based in Houston, Texas, Milagro Oil & Gas, Inc., is an independent
oil and gas company primarily engaged in the acquisition,
exploration, exploitation, development, production and sale of oil
and natural gas reserves.  Milagro's historic geographic focus has
been along the onshore Gulf Coast area, primarily in Texas,
Louisiana and Mississippi.  Milagro has 1,200 wells in South Texas,
along the Gulf Coast and in Louisiana.

As of March 31, 2015, the book value of Milagro's total assets and
liabilities was approximately $390 million and $468 million,
respectively.

On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings,
LLC, and four affiliated entities each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.

The cases are pending before the Honorable Kevin Gross and are
jointly administered under In re Milagro Holdings, Case No.
15-11520.

The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii)
Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii  Zolfo
Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as
claims and noticing agent.

Noteholders that are parties to the RSA have tapped (i) Akin Gump
Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton &
Finger, P.A., as Delaware legal counsel, and (iii) Blackstone
Advisory Partners L.P., as financial advisor.

The first lien agent, TPG Specialty Lending, Inc., is represented
by Schulte Roth & Zabel LLP.  Equity holder ACON Funds Management
is represented by Hogan Lovells US LLP.  White Oak is represented
by Locke Lord LLP.


MILAGRO OIL: Final DIP Hearing Set for Aug. 21
----------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Milagro Holdings, LLC, et al., interim authority to
obtain postpetition financing in the aggregate principal amount of
up to $11.0 million from existing first lien lenders led by TPG
Specialty Lending, Inc., as administrative agent.

As previously reported by The Troubled Company Reporter, the First
Lien Lenders agreed to provide new money revolving loans of up to
$15 million.  LIBO Rate Loans will bear interest at the LIBO Rate
(Reserve Adjusted), which is subject to a floor of 1.00%, plus an
Applicable Margin of 9.50%.  Base Rate Loans will bear interest at
the Alternate Base Rate, which is subject to a floor of 3.50%, plus
an Applicable Margin of 8.50%.  In the case of principal on any DIP
Loan, subject to Applicable Law, the default rate of interest that
otherwise would be applicable to such DIP Loan plus 2% per annum;
and (b) in the case of overdue interest, fees, and other monetary
Obligations, subject to Applicable Law, the Base Rate from time to
time in effect, plus the Applicable Margin for DIP Loans accruing
interest at the Base Rate, plus 2% per annum.

The Debtors are also given interim authority to use cash collateral
securing their prepetition indebtedness.  The first lien lenders
are owed $87,625,000 under a first lien secured term loan provided
prepetition.

The Court will conduct a Final Hearing on Aug. 21, 2015, at 11:00
a.m. (prevailing Eastern time).  Any objection to the relief sought
at the final hearing must be submitted no later than seven days
prior to the final hearing.

A full-text copy of the Interim DIP Order is available at
http://bankrupt.com/misc/MILAGROdip0714.pdf

                      About Milagro Oil

Based in Houston, Texas, Milagro Oil & Gas, Inc., is an independent
oil and gas company primarily engaged in the acquisition,
exploration, exploitation, development, production and sale of oil
and natural gas reserves.  Milagro's historic geographic focus has
been along the onshore Gulf Coast area, primarily in Texas,
Louisiana and Mississippi.  Milagro has 1,200 wells in South Texas,
along the Gulf Coast and in Louisiana.

As of March 31, 2015, the book value of Milagro's total assets and
liabilities was approximately $390 million and $468 million,
respectively.

On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings,
LLC, and four affiliated entities each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
The cases are pending before the Honorable Kevin Gross and are
jointly administered under In re Milagro Holdings, Case No.
15-11520.

The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii)
Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo
Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as
claims and noticing agent.

Noteholders that are parties to the RSA have tapped (i) Akin Gump
Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton &
Finger, P.A., as Delaware legal counsel, and (iii) Blackstone
Advisory Partners L.P., as financial advisor.

The first lien agent, TPG Specialty Lending, Inc., is represented
by, Schulte Roth & Zabel LLP.  Equity holder ACON Funds Management
is represented by Hogan Lovells US LLP.  White Oak is represented
by Locke Lord LLP.


MILAGRO OIL: Proposes Sept. 1 Disclosure Statement Hearing
----------------------------------------------------------
Milagro Holdings, LLC, et al., intend to present the Disclosure
Statement explaining their Plan of Reorganization for approval at a
hearing before the Honorable Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware on September 1, 2015, at 2:00
p.m. (prevailing Eastern Time).

The Plan effects the prepetition transactions contemplated by the
Contribution Agreement and Restructuring Support Agreement,
including the discharge of Claims and Interests, primarily, through
the: (a) effectuation of the Contribution Agreement Transaction;
(b) payment of the Cash Payment by White Oak Resources VI, LLC,
which will be used, along with cash on hand and the Rights Offering
Proceeds, to satisfy the Senior Debt Claims, Allowed Administrative
Claims (including DIP Claims), Allowed Priority Tax Claims, Allowed
Professional Fee Claims, Allowed Other Priority Claims, and Allowed
Other Secured Claims; (c) receipt of the Milagro Interests from
White Oak by the Reorganized Debtor; (d) issuance of 100% of the
Reorganized Debtor Common Stock, subject to dilution from any
Rights Interests or Reorganized Debtor Common Stock in respect of
the Rights Offering or the Backstop Commitment Fee to the Holders
of the Notes Claims in Class 4; (e) implementation of the Rights
Offering, which will include issuing the remaining shares of
Reorganized Debtor Common Stock to the Holders of Notes Claims that
are Eligible Participants and participate in the Rights Offering
and certain of the Initial Consenting Noteholders; and (f) delivery
of the Cash-Out Payment to the Holders of Notes Claims that are
Non-Eligible Investors.

Following the Effective Date, the Reorganized Debtor will be the
owner of the Milagro Interests, which are equity interests in White
Oak that are expected to be approximately 37.5% of the outstanding
interests in White Oak, but which are subject to final
determination in accordance with the terms of the Contribution
Agreement.

Holders of Allowed General Unsecured Claims are impaired under the
Plan, and are not entitled to any distribution on account of their
Claims.  Holders of Allowed General Unsecured Claims that are
Eligible Plan Release Consideration Recipients will be permitted to
make an election to become a Releasing Party and, in exchange for
such election, receive their pro rata share of the Plan Release
Consideration Assets which are being given from the Rights Offering
Proceeds or the amounts otherwise subject to the liens of the
Second Lien Notes Trustee for the benefit of itself and the
Noteholders and provided by the Noteholders to the Eligible Plan
Release Consideration Recipients.

All Equity Interests in the Debtors will be cancelled and the
Holders of Equity Interests are not entitled to receive any
distribution under the Plan. Holders of Allowed Administrative
Claims (including DIP Claims), Allowed Priority Tax Claims, Allowed
Professional Fee Claims, Allowed Other Priority Claims, and Allowed
Other Secured Claims will be paid in full in Cash.

As of July 27, 2015, 63 Noteholders, holding at least $203.5
million in amount (representing approximately 81.4%) of the
outstanding principal of the Notes, have entered into the
Restructuring Support Agreement.

The Debtors, as part of their so-called "First Day Motions," sought
authority from the Court to assume the RSA.  Under the RSA, the
Debtors are required to obtain entry of a confirmation order no
later than Oct. 23, 2015.  

Objections, if any, to the approval of the Disclosure Statement
must be submitted on or before August 21.

A full-text copy of the Disclosure Statement dated July 27, 2015,
is available at http://bankrupt.com/misc/MILAGROds0722.pdf

                      About Milagro Oil

Based in Houston, Texas, Milagro Oil & Gas, Inc., is an independent
oil and gas company primarily engaged in the acquisition,
exploration, exploitation, development, production and sale of oil
and natural gas reserves.  Milagro's historic geographic focus has
been along the onshore Gulf Coast area, primarily in Texas,
Louisiana and Mississippi.  Milagro has 1,200 wells in South Texas,
along the Gulf Coast and in Louisiana.

As of March 31, 2015, the book value of Milagro's total assets and
liabilities was approximately $390 million and $468 million,
respectively.

On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings,
LLC, and four affiliated entities each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
The cases are pending before the Honorable Kevin Gross and are
jointly administered under In re Milagro Holdings, Case No.
15-11520.

The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii)
Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo
Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as
claims and noticing agent.

Noteholders that are parties to the RSA have tapped (i) Akin Gump
Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton &
Finger, P.A., as Delaware legal counsel, and (iii) Blackstone
Advisory Partners L.P., as financial advisor.

The first lien agent, TPG Specialty Lending, Inc., is represented
by, Schulte Roth & Zabel LLP.  Equity holder ACON Funds Management
is represented by Hogan Lovells US LLP.  White Oak is represented
by Locke Lord LLP.


MONTREAL MAINE: Trustee Files Clawback Suit Against Investors
-------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that former investors in the railway behind a deadly 2013
train derailment face a demand to return nearly $14 million in
allegedly improper dividends on the grounds that the company was in
financial trouble years before its bankruptcy filing.

According to the report, the bankruptcy trustee winding down the
Montreal, Maine & Atlantic Railway Ltd. on July 27 brought a
lawsuit against the investors, which court papers show include a
company with ties to the railway's former chairman.

                      About Montreal Maine

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

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

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

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

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

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

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

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

Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian
unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd.
("MMA"), has filed a Chapter 15 bankruptcy petition in Portland,
Maine, to seek recognition and enforcement in the U.S. of the
order
by the Quebec Court approving MMA Canada's plan to pay off victims
of the July 2013 derailment.

Robert J. Keach, Esq., Chapter 11 trustee of Montreal Maine &
Atlantic Railway Ltd., and the monitor expect that the U.S.
Bankruptcy Court for the District of Maine will convene a hearing
on Aug. 20, 2015, at 9:00 a.m. (ET) to consider the petition for
recognition as foreign proceeding and related relief, and the
monitor's motion for entry of an order recognizing and enforcing
the plan sanction order of the Quebec Superior Court.

              *     *     *

The Hon. Peter G. Cary of the U.S. Bankruptcy Court for the
District of Maine scheduled a hearing on Sept. 24, 2015, at 9:00
a.m. (ET) at 537 Congress Street, Second Floor in Portland, Maine,
to confirm the plan of liquidation dated July 7, 2015, filed by
Robert J. Keach, Esq., Chapter 11 trustee of Montreal Maine &
Atlantic Railway Ltd., following the approval of the adequacy of
the trustee's disclosure statement describing that plan.


NRAD MEDICAL: Court Asked to Determine Necessity of Ombudsman
-------------------------------------------------------------
The Clerk's Office asks the U.S. Bankruptcy Court for the Eastern
District of New York to determine whether pursuant to Section 333
of the Bankruptcy Code a Patient Care Ombudsman should be appointed
in the Chapter 11 case of NRAD Medical Associates, P.C., as "Health
Care Business" was selected as the nature of business on the
petition.

                         About NRAD Medical

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

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

The Debtor estimated assets and liabilities of $10 million to $50
million.

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

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


NRAD MEDICAL: Has No Definitive Deal with Lender Over Cash Use
--------------------------------------------------------------
Sterling National Bank, prepetition lender and secured creditor to
NRAD Medical Associates, P.C., tells the U.S. Bankruptcy Court for
the Eastern District of New York that although the bank does not
object to the Debtor's use of its cash collateral as a general
concept, it has not yet reached a definitive agreement with respect
to the form of order incorporating the terms and conditions of the
cash collateral usage.

The bank says it is hopeful that an interim agreement can be
accomplished and in the event that Sterling is able to reach a
consensual agreement with the Debtor with respect to the Debtor's
proposed interim usage of its cash collateral, Sterling will
withdraw this Limited Statement without prejudice.

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

Sterling is represented by:

         Clifford A. Katz, Esq.
         PLATZER, SWERGOLD, LEVINE, GOLDBERG,
            KATZ & JASLOW, LLP
         475 Park Avenue South, 18th Floor
         New York, NY 10016
         Tel: (212) 593-3000
         Email: ckatz@platzerlaw.com

                         About NRAD Medical

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

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

The Debtor estimated assets and liabilities of $10 million to $50
million.

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

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


OCEAN 4660: Judge Olson Rejects Bias Claim, Disqualification Bid
----------------------------------------------------------------
Bankruptcy Judge John K. Olson in Fort Lauderdale, Florida, said he
will continue to oversee the Chapter 7 bankruptcy case of Ocean
4660 LLC, tossing an attempt to disqualify him as the case judge.

Kenneth A. Frank, a party-in-interest to the case, filed the
disqualification motion, alleging (1) the Court's "impartiality
might be reasonably questioned;" (2) the Court "has a personal bias
and prejudice concerning a party and/or counsel for the party;" (3)
the Court "has a substantial association with the law firm
representing the Chapter 7 Trustee, Maria Yip;" and (4) "the
Court's actions from the inception display a deep-seated favoritism
and antagonism that make fair judgment impossible."

Mr. Frank is a defendant in an adversary proceeding filed by the
Chapter 7 Trustee in 2013.  In the lawsuit -- Yip v. El Mar
Associates, Inc., and Kenneth A. Frank, Adv. Proc. No. 13-1641 --
the Trustee sought a determination that a lease between the Debtor
and El Mar was invalid and unenforceable, and sought a temporary
restraining order and preliminary and permanent injunction
prohibiting El Mar and Mr. Frank from interfering with the
Trustee's operation of the Debtor's hotel property located in
Lauderdale-By-The-Sea, Florida.

Mr. Frank apparently complains that the TRO was entered on an ex
parte basis.

"Mr. Frank is unhappy with a variety of rulings which this Court
has made in the course of this two-year-old case," Judge Olson
noted.

"The rulings made by this Court were on the merits and were
entirely consistent with applicable law," he said.

A copy of the Court's July 21, 2015 Order is available at
http://is.gd/kHhATyfrom Leagle.com.

                      About Ocean 4660

Ocean 4660, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-23165) in its hometown on June 2, 2013.  Rick Barreca
signed the petition as chief restructuring officer.  The Company
disclosed $15,762,871 in assets and $16,587,678 in liabilities as
of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., at the
law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. served as the Chapter 11 Trustee counsel.  Kerry-Ann Rin, CPA,
and the consulting firm of Yip Associates served as financial
advisor, and accountant.

The U.S. Trustee did not appoint an official committee of unsecured
creditors in the Chapter 11 case.

On Oct. 3, 2014, the Court converted the case to one under Chapter
7 of the Bankruptcy Code.  The U.S. Trustee appointed Ms. Yip as
interim Chapter 7 Trustee. A dispute in connection with an
attempted election of a Chapter 7 trustee occurred at the meeting
of creditors.  Creditors El Mar and Oceanside filed a motion
seeking a resolution of the disputed election.  Kenneth A. Frank
similarly sought review of the disputed election by motion.  After
responses and briefing, and following a hearing on March 18, 2015,
the Court ruled by Order entered March 23, that there had been no
valid election and that Ms. Yip was accordingly the Chapter 7
Trustee.  A motion to disqualify Judge Olson was filed one week
later.


OLD VILLAGE INN: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                      Case No.
       ------                                      --------
       Old Village Inn, Inc.                       15-51186
          dba John Cowley & Sons
       33338 Grand River
       Farmington, MI 48336

       Cowley Equipment, LLC                       15-51190
       33338 Grand River
       Farmington, MI 48336

       Cowley Investments, LLC                     15-51191
       33338 Grand River
       Farmington, MI 48336

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 27, 2015

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Phillip J Shefferly (15-51186 and 15-51191)
       Hon. Thomas J. Tucker (15-51190)

Debtors' Counsel: Charles D. Bullock, Esq.
                  STEVENSON & BULLOCK, P.L.C.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  Email: cbullock@sbplclaw.com

                                        Estimated     Estimated
                                          Assets     Liabilities
                                        -----------  -----------
Old Village Inn, Inc.                   $100K-$500K   $1MM-$10MM
Cowley Equipment, LLC                   $50K-$100K    $1MM-$10MM
Cowley Investments, LLC                 $1MM-$10MM    $1MM-$10MM

The petition was signed by Gregory P. Cowley, president.

A list of Old Village Inn's 16 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb15-51186.pdf

A list of Cowley Equipment's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb15-51190.pdf

A list of Cowley Investments' largest unsecured creditor is
available for free at http://bankrupt.com/misc/mieb15-51191.pdf


PEABODY ENERGY: Fitch Cuts Issuer Default Rating to 'CCC'
---------------------------------------------------------
Fitch Ratings has downgraded Peabody Energy Corporation's Issuer
Default Rating (IDR) to 'CCC' from 'B'. Approximately $8.4 billion
in face amount of debt and commitments is affected by today's
rating actions.

The downgrade reflects Fitch's view that liquidity could become
constrained in the absence of higher metallurgical coal prices. For
2015, Fitch believes EBITDA could be about $400 million and free
cash flow burn could reach about $500 million. While Fitch believes
the cash burn would slow in 2016 and reverse in 2017 with the
roll-off of hedges, halt of LBA and VEBA payments and modest
recovery in metallurgical coal prices, the total debt with equity
credit to EBITDA could be above 7x in 2017, which could limit
access to capital to refinance the $1.5 billion notes due 2018.
Fitch believes the coal markets are at or near the bottom of the
cycle and should show slow recovery but that excess capacity has
been slow to rationalize.

Peabody Energy Corporation's credit ratings reflect large,
well-diversified operations, good control of low-cost production,
exposure to high growth markets in Asia, top-line visibility in the
domestic market, adequate liquidity, and high financial leverage.
Weakness in pricing for the company's Australian coals, partially
offset by cost reductions and currency moves, coupled with high
interest expense following the 2011 leveraged acquisition of
Macarthur Coal Limited, has resulted in low earnings, cash flows
and debt repayment.

KEY RATING DRIVERS

Industry Risk: Steam coal demand in the U.S. is currently suffering
from heavy competition from very low natural gas prices, supply has
been disciplined, but stocks are on the high side and prices are
soft. Lack of new coal fired power plant builds and shuttering
obsolete plants constrains growth in the U.S. Globally, both
metallurgical (met) and steam coal markets are in excess supply and
prices are weak. Coal producers have been running for cash with a
focus on reducing costs which has delayed price recovery. In
particular, Fitch believes the hard coking coal bench mark price
could average about $105/tonne (t) and the Newcastle steam coal
benchmark could be below $62/t over the next 12 months versus
current prices of $93/t and $67.80/t respectively. The industry is
consolidating, which should benefit supply/demand dynamics longer
term.

Recovery: Fitch has adjusted its multiple from 6x to 5.5x and
reduced its low midcycle EBITDA from $1 billion to $980 million to
better reflect expectations and valuations.

Expectations: Fitch believes operating EBITDA could drop to $400
million for 2015 on low average metallurgical coal prices and Asia
Pacific steam coal prices. Under the same assumptions, negative
free cash flows could be about $500 million. Peabody guides to 2015
capital expenditure of $170 million to $190 million before coal
lease expenditures ($280 million in 2015). Cash interest expense
runs about $430 million and dividends are about $3 million,
annually. Management believes the 2014 capital spending level can
be maintained for two to three years.

KEY ASSUMPTIONS:

-- 2016 Benchmark hard coking coal and Newcastle prices of $105/t

    and, $65/t respectively;
-- Production in the Western U.S. at 3 million tons below
    guidance;
-- Other production, dividends and capital spending at guidance;
-- No additional asset sales are factored into the projections.

Company Profile: Peabody is the largest private sector coal
company, globally, with 26 active mining operations producing
primarily low-sulfur thermal coal from the Powder River Basin (PRB
- 2014, 142 million tons sold), high heat thermal coal from the
Illinois Basin (IB - 2014, 25 million tons sold), and thermal and
metallurgical (met) coal in Australia primarily for the Pacific
Basin seaborne markets (2014, met 18 million tons sold, steam 20
million tons sold). As of Dec. 31, 2014, proven and probable
reserves were 7.6 billion tons, down from 8.3 billion tons at Dec.
31, 2013.

Operating Environment: The industry is heavily regulated as to
safety and the environment. The company has a good compliance
history. Shipments can be disrupted by geology, weather, or
transportation events beyond management control.

RATING SENSITIVITIES

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Failure to obtain covenant waivers when required.

Positive: Future developments that may lead to a positive rating
action may include:

-- Rationalization of excess supply in the seaborne metallurgical

    and steam coal markets resulting in improved prices.

-- Liquidity enhancing activity resulting in proceeds of $500
    million in aggregate.

LIQUIDITY AND DEBT STRUCTURE

Financial Flexibility: At March 31, 2015, pro forma for the April
redemption of the remaining 2016 notes, cash and equivalents were
$543 million, of which, $500 million was held by U.S. entities. The
$1.65 billion revolver due September 2018 was utilized only for
letters of credit in the amount of $114.6 million and the $275
million off-balance sheet asset securitization facility due April
2016 was drawn in the amount of $45 million and had $34.1 million
of remaining capacity. The revolver has a minimum interest coverage
covenant of 1x through maturity and a net first lien leverage
maximum of 4.5x. Scheduled maturities of long-term debt over the
next five years are estimated at $21 million in 2015, $19 million
in 2016, $13 million in 2017, $1.5 billion in 2018 and $12 million
in 2019.

Capital Structure: Total debt with equity credit of $6.4 billion
compares to LTM March 31, 2015 operating EBITDA of $763 million at
8.4x. Fitch expects scant debt reduction in advance of 2017 absent
asset sales. Total debt could increase to as much as $6.8 billion
with revolver draws in 2016. Fitch expects leverage could be above
7x through 2017 before declining.

FULL LIST OF RATING ACTIONS

Fitch downgrades the following ratings:

-- IDR to 'CCC' from 'B';

-- Senior secured revolving credit and terms loan to 'B'/'RR1'
    from 'BB'/'RR1';

-- Senior second lien secured notes to 'B-'/'RR2' from
    'BB-'/'RR2';

-- Senior unsecured notes to 'CCC-'/'RR5' from 'B'/'RR4';

-- Convertible junior subordinated debentures to 'CC'/'RR6' from
    'CCC+'/'RR6'.



PHOSCAN CHEMICAL: Put Under TSX's Remedial Review Process
---------------------------------------------------------
PhosCan Chemical Corp. on July 23 disclosed that the Toronto Stock
Exchange has notified the Company that the TSX is reviewing the
Company's eligibility for continued listing, based on the Company's
level of active business operations.  For the past few years the
Company has limited its expenditures on the Martison phosphate
project due to market conditions.  The Company is being reviewed
under the TSX' Remedial Review Process and has 120 days to comply
with all requirements for continued listing.  If the Company cannot
demonstrate that it meets all TSX continued listing requirements on
or before November 23, 2015, the Company's securities will be
delisted 30 days from such date.  If the Company is unable to
satisfy TSX requirements, it will seek a listing on another
Canadian stock exchange.

As previously announced, the Board of Directors initiated a
strategic review process with a view to enhancing shareholder
value, and established a Special Committee to supervise the
strategic review.  The Special Committee is actively engaged in the
strategic review, and has engaged Cormark Securities Inc. to act as
the Company's financial advisor.  The Board of Directors has
deferred any decision concerning further activities at the
Company's Martison phosphate project while the strategic review
process is ongoing.

PhosCan Chemical Corp. -- http://www.phoscan.ca/-- is a
Canada-based company, engaged in the development of the Martison
Phosphate Project.  The Company's wholly-owned Martison Phosphate
Deposit is located 70 kilometers north of Hearst, Ontario.
PhosCan's current activities related to the Project are primarily
directed at maintaining the project in good standing with all
stakeholders in order to enable the Company to resume the
definitive feasibility study.


RCC CONSULTANTS: Black & Veatch Offers Up to $3.5M for Assets
-------------------------------------------------------------
Black & Veatch has offered between $3.1 million and $3.5 million to
buy the Company's business and assets, the Company said in a motion
filed with the Bankruptcy Court.

Donny Jackson at Urgent Communications reports that with the B&V
bid, the Company could be out of bankruptcy as early as this week.
According to the Company's court filing, there should be enough
funds available to repay $1.982 million to the Company's largest
secured creditor, TD Bank, if the Company if the assets would be
sold at the price proposed by B&V.

The Company said in the court filing, "The decision to proceed with
B&V's offer was based on its being the highest offer -- in terms of
dollars -- and the best offer -- in terms of favorable terms and
conditions -- received by the Debtor [RCC Consultants].  Among
other considerations, B&V's offer will enable the transitioning of
employees from [RCC Consultants] to B&V.  It will also provide the
greatest amount of funds to the estate to satisfy creditor claims .
. . .  The exact purchase price shall be determined at or before
closing, depending upon the accounts receivable which are
'acceptable' by B&V.  In short, B&V is paying for the amount/value
of 'acceptable' accounts receivable, plus $1 million."

The Company proposed in the motion filed with the Bankruptcy Court
that the asset sale be closed on or before this Friday, noting that
"time being of the essence" to resolve its bankruptcy situation.
The Company said in the motion that after the sale of its assets is
complete, the Company will file a Chapter 11 plan of orderly
liquidation.

Urgent Communications states that two more bidders made offers for
the Company this month: Baruzzini and Mission Critical Partners.
The two other bidders and any other company must offer at least
$100,000 greater than the B&V's proposal, the Company's motion
said.  Urgent Communications relates that if an additional bid is
proposed, the motion calls for an auction, and a hearing to
authorize the sale would be conducted on Thursday.

                       About RCC Consultants


RCC Consultants, Inc., is an engineering and consulting firm
headquartered in Woodbridge, New Jersey.

RCC Consultants, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. N.J. Case No. 15-18274) on May 1, 2015, estimating its
assets and liabilities at between $1 million and $10 million each.

The petition was signed by Michael W. Hunter, president and chief
executive officer.

Judge Michael B. Kaplan presides over the case.

Anthony Sodono, III, Esq., at Trenk, Dipasquale, Della Fera &
Sodono, P.C., serves as the Company's bankruptcy counsel.


REGENT PARK: Has Settlement with First State Bank
-------------------------------------------------
Regent Park Capital, LLC, sought and obtained approval from Judge
Tony M. Davies of the U.S. Bancruptcy Judge for the Western
District of Texas, Austin Division, of a settlement with First
State Bank Central Texas.

Under the settlement, the parties agreed for the Court to lift stay
imposed in the Chapter 11 cases to authorize the Debtor to (1)
disburse to First State its cash collateral in the amount of
$508,931; (2) fully assign the FSB Collateral Loans to First State;
(3) assign all causes of action against the Collateral Borrowers
and guarantors to First State.

The Debtor and First State have been in negotiations with respect
to liquidation of the FSB Pledged Collateral and/or First State's
proposed treatment under a plan of reorganization.

The Debtor is represented by:

          Stephen W. Lemmon, Esq.
          Rhonda Mates, Esq.
          HUSCH BLACKWELL LLP
          111 Congress Avenue, Suite 1400
          Austin, TX 78701
          Tel: (512) 472-5456
          Fax: (512) 479-1101
          Email: stephen.lemmon@huschblackwell.com
                 rhonda.mates@huschblackwell.com

The First State Bank Central Texasis represented by:

          Blake Rasner, Esq.
          HALEY & OLSON PC
          510 N. Valley Mills Drive, Suite 600
          Waco, TX 76710
          Tel:(254) 776-3336
          Fax:(254) 776-6823
          Email: Brasner@haleyolson.com

                    About Regent Park Capital

Formed in 1999 under the name Pokorne Private Capital Group, LLC,
Regent Park Capital, LLC, is a hard-money lender 100% owned by
Lester N. Pokorne, the sole managing member.  With only two
employees, Regent Park made loans to borrowers on a short-term
basis for the acquisition and/or development of real property in
Texas, mainly Austin, but also the Houston and Dallas areas.

Regent Park Capital filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 14-11731) on Nov. 21, 2014.  The petition was
signed by Lester N. Pokorne as managing member.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
$1 million to $10 million.

Husch Blackwell LLP serves as the Debtor's bankruptcy counsel.

Pursuant to an order dated Jan. 15, 2015, the Court approved
Pokorne to provide debtor-in-possession financing in the amount of
$18,000 per month through July 2015.

On June 4, 2015, the Debtor filed an emergency motion to extend
the
automatic stay seeking to extend the stay under Sec. 362 and 105
and enjoin PlainsCapital from prosecuting its lawsuit against
Pokorne filed in the 419th District Court of Travis County, Texas.

The Debtor sought to extend the stay to Pokorne because he is
essential to the Debtor's reorganization efforts.  On June 16,
2015, the Court denied the Debtor's motion.


REVSTONE INDUSTRIES: Has Until Dec. 31 to Remove Actions
--------------------------------------------------------
Revstone Industries, LLC, et al., sought and obtained extension
from Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware of the time within which they must file
notices of removal of proceedings pursuant to Rule 9027 of the
Federal Rules of Bankruptcy Procedure through and including
December 31, 2015.

Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, informed the Court that there has been no
objections to the Debtors' extension motion.

The Debtors are represented by:

          Laura Davis Jones (Bar No. 2436)
          David M. Bertenthal (CA Bar No. 167624)
          Colin R. Robinson (Bar No. 5524)
          PACHULSKI STANG ZIEHL & JONES LLP  
          919 N. Market Street, 17th Floor
          Wilmington, DE 19801
          Tel: 302/652-4100
          Fax: 302/652-4400
          Email: ljones@pszjlaw.com
                 dbertenthal@pszjlaw.com
                 crobinson@pszjlaw.com

                About Revstone Industries, et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of truck
parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon oversees
the case.  Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and
Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP
represent Revstone.  In its petition, Revstone estimated under $50
million in assets and debt.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.

The petitions were signed by George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July
22, 2013, to sell the bulk of its assets to industry rival Dayco
for $25 million.  Following the sale, Metavation changed its name
to TPOP LLC.

Metavation tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.

                           *     *     *

Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and
US Tool & Engineering, LLC, on Dec. 10, 2014, filed with the
Bankruptcy Court a joint Chapter 11 plan and disclosure statement,
which incorporate the Bankruptcy Court-approved settlement between
the Debtors and each of their respective debtor and non-debtor
subsidiaries, except TPOP LLC fka Metavation, the Pension Benefit
Guaranty Corporation, the Official Committee of Unsecured
Creditors, and Boston Finance Group, LLC, and a separate
intercompany settlement among Revstone and Spara and each of their
respective debtor and non-debtor subsidiaries.

Under the Plan, Revstone's unsecured creditors with claims ranging
from $24.5 million to $41.5 million, the projected recovery is
7.2%
to 12.2%.  For unsecured creditors of affiliate Spara LLC, the
predicted recovery is about 4.2% to creditors with some $13
million
in claims, while unsecured creditors of Greenwood Forgings LLC and
US Tool & Engineering LLC don't get anything.

The PBGC is projected for recovery of $77 million, although not
less than $75 million, after giving credit to money earmarked for
unsecured creditors.

Judge Shannon on Jan. 15, 2015, approved the disclosure statement
explaining the Chapter 11 Plan and scheduled the confirmation
hearing to commence on March 5, 2015, at 10:00 a.m. (prevailing
Eastern time).  Plan votes are due Feb. 20.  Objections are also
due Feb. 20.

Blacklined versions of the Plan and Disclosure statement are
available at http://bankrupt.com/misc/REVSTONEplan0114.pdf  

Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on March 23, 2015, confirmed the Joint Chapter
11 Plan of Reorganization of Revstone Industries, LLC, Spara, LLC,
Greenwood Forgings, LLC, and US Tool & Engineering, LLC, and the
Chapter 11 plan of liquidation of TPOP, LLC, f/k/a Metavation, LLC.


RIVER CITY: Court Fixes August Deadline for Admin. Claims
---------------------------------------------------------
The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia, on July 2, 2015, established 35 days
after entry of the order as the deadline for filing motions or
applications seeking allowance of claims on an
administrative-priority basis in the Chapter 11 cases of River City
Renaissance, LC, and River City Renaissance III, LC.

                  About River City Renaissance

Richmond, Virginia-based, River City Renaissance, LC, and River
City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D.
Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July
30, 2014.  

The Debtors filed the chapter 11 cases in order to pursue an
orderly liquidation of their real property assets, which are
comprised of 29 residential apartment buildings in the City of
Richmond, in lieu of scheduled foreclosure sales.

The cases are assigned to Judge Keith L. Phillips.  The Debtors
tapped Spotts Fain PC, as counsel.

River City Renaissance LC disclosed $27.3 million in assets and
$29.2 million in liabilities as of the Chapter 11 filing.
Renaissance III estimated less than $10 million in assets and
debts.


ROADMARK CORP: Has Until Aug. 27 to File Plan of Reorganization
---------------------------------------------------------------
The Hon. David M. Warren of the U.S. Bankruptcy Court for the
Eastern District of North Carolina extended Roadmark Corporation's
exclusive periods to file a disclosure statement and plan of
reorganization until Aug. 27, 2015, and solicit acceptances for
that plan until Oct. 27, 2015.

John Paul H. Cournoyer, Esq., at Northen Blue, LLP, in Chapel Hill,
North Carolina, said that the Debtor is currently entering its
busiest season, with business typically peaking around July or
August.  He added that the Debtor has recently negotiated a
postpetition financing arrangement with DSCH Capital Partners, LLC,
dba Far West Capital, the lender holding a first-priority security
interest in the Debtor's inventory and receivables, and expects to
file a motion to approve this postpetition financing in the next
few days.  Mr. Cournoyer related in addition to the cash flow
benefits of the postpetition financing arrangement, this financing
and the cessation of contested cash collateral hearings will
provide the Debtor with stability, so that it expects it will be
able to obtain better pricing and/or credit terms from its
vendors.

Mr. Cournoyer told the Court that the Debtor will be better able
to provide adequate information for its disclosure statement and
formulate a feasible plan or reorganization after implementation of
the postpetition financing and operating through its busy season.
At that time, creditors would also be able to evaluate the proposed
plan and the likelihood of Debtor's successful reorganization, Mr.
Cournoyer added.

                  About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.C.Case No. 15-00432) in Raleigh, North Carolina, on Jan.
26, 2015. The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million
in liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki
L.Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel. The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial
consultant.

The U.S. Trustee appointed eight creditors to serve on the
official committee of unsecured creditors.  The Committee tapped
the law firm of Ivey, McClellan, Gatton & Siegmund, L.L.P., as its
counsel.



RREAF O&G: Given Until Aug. 7 to File Schedules
-----------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, Midland Division, gave RREAF O&G Portfolio #2
LLC, et al., until Aug. 7, 2015, to file their schedules of assets
and liabilities and statements of financial affairs.

The Debtors state, "Given the size and complexity of their
businesses, and the fact that the Debtors' business operations have
been recently disrupted as a result of the exercise of remedies by
their prepetition lenders, the Debtors have not had, and likely
will not have an opportunity to gather the necessary information to
prepare and file their respective Schedules, Statements, and equity
lists prior to the existing deadlines set by the Bankruptcy Code
and Bankruptcy Rules."

                          About RREAF O&G

RREAF O&G Portfolio #2 LLC, RREAF O&G Portfolio Manager #2 LLC,
RREAF O&G Portfolio #3 LLC, and RREAF O&G Portfolio #3 Manager LLC,
collectively, own eight hotel properties in Texas.

RREAF O&G Portfolio #2, et al., sought Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Lead Case No. 15-70094), in Midland,
Texas, on July 8, 2015.  Webb M. ("Kip") Sowden, III, the CEO,
signed the Chapter 11 petitions.

The cases are assigned to Chief Bankruptcy Judge Ronald B. King.

The Debtors tapped Holland & Knight LLP as counsel.

Portfolio #2 estimated $50 million to $100 million in assets and
less than $50 million in debt.


RREAF O&G: Spectrum Opposes Use of Cash Collateral
--------------------------------------------------
Spectrum Origination LLC filed a statement telling the U.S.
Bankruptcy Court for the Western District of Texas, Midland
Division, that it does not object to RREAF O&G Portfolio #2 LLC, et
al.'s use of its cash collateral necessary to maintain the value of
their properties and to otherwise prevent immediate and irreparable
harm to the Debtors' estates.  However, Spectrum tells the Court
that it does not consent to and oppose the use of its cash
collateral pursuant to the terms proposed by the Debtors.

Spectrum complains that the Debtors have failed to provide a budget
from which one could determine whether the Motion seeks to use cash
collateral for the payment of expenses other than those that are
both (i) necessary to avoid immediate and irreparable harm pending
a final hearing under Rule 4001(b) of the Federal Rules of
Bankruptcy Procedure and (ii) otherwise permitted by the Bankruptcy
Code.  Spectrum further complains that the Debtors have failed to
demonstrate that the proposed adequate protection is sufficient to
protect Spectrum's interest in its collateral.

Accordingly, Spectrum asks the Court to limit the Debtors' use of
cash collateral prior to a final hearing on the Motion to those
expenses that are necessary for a short interim period to avoid
immediate and irreparable harm and are otherwise permitted by the
Bankruptcy Code.

Spectrum is represented by:

         Edward Ripley, Esq.
         KING & SPALDING LLP
         1100 Louisiana, Suite 4000
         Houston, TX 77002
         Tel: 713-276-7351
         Fax: 713-751-3290
         Email: eripley@kslaw.com

            -- and --

         Sarah R. Borders, Esq.
         Jeffrey R. Dutson, Esq.
         KING & SPALDING LLP
         1180 Peachtree Street NE
         Atlanta, GA 30309
         Tel: 404-572-3596
         Fax: 404-572-5131
         Email: sborders@kslaw.com
                jdutson@kslaw.com

                          About RREAF O&G

RREAF O&G Portfolio #2 LLC, RREAF O&G Portfolio Manager #2 LLC,
RREAF O&G Portfolio #3 LLC, and RREAF O&G Portfolio #3 Manager LLC,
collectively, own eight hotel properties in Texas.

RREAF O&G Portfolio #2, et al., sought Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Lead Case No. 15-70094), in Midland,
Texas, on July 8, 2015.  Webb M. ("Kip") Sowden, III, the CEO,
signed the Chapter 11 petitions.

The cases are assigned to Chief Bankruptcy Judge Ronald B. King.

The Debtors tapped Holland & Knight LLP as counsel.

Portfolio #2 estimated $50 million to $100 million in assets and
less than $50 million in debt.


SABINE OIL: Has Until Aug. 28 to File Schedules
-----------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York gave Sabine Oil & Gas Corporation, et
al., until Aug. 28, 2015, to file their schedules of assets and
liabilities and statements of financial affairs.

The Debtors submit that ample cause exists to grant the relief
requested.  To prepare their Schedules and Statements, the Debtors
will have to compile information from books, records, and documents
relating to thousands of claims, assets, and contracts from each
Debtor entity.  Accordingly, collection of the necessary
information will require a significant expenditure of time and
effort on the part of the Debtors and their employees.
Additionally, because numerous invoices related to prepetition
goods and services have not yet been received and entered into the
Debtors' accounting system, it may be some time before the Debtors
have access to all of the information required to prepare the
Schedules and Statements.

                       About Sabine Oil & Gas

Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S.  The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the
North Louisiana Haynesville.  The Company operates, or has joint
working interests in, approximately 2,100 oil and gas production
sites (approximately 1,800 operating and approximately 315
non-operating) and has approximately 165 full-time employees.

Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.

The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker, and Prime Clerk LLC as notice, claims and
balloting agent.  The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.


SARKIS INVESTMENTS: Seeks to Sell Calif. Property for $24.5MM
-------------------------------------------------------------
Sarkis Investments Company seeks authority from the U.S. Bankruptcy
Court of the Central District of California, Los Angeles Division,
to sell the commercial real property commonly known as 3550 Porsche
Way, 3640 Porsche Way, 3660 Porsche Way, 3700 Inland Empire
Boulevard, and 3760 Inland Empire Boulevard, in Ontario,
California, to NovaRes LLC, for $24,500,000.

The sale of the Property is subject to overbid.  Payment of a
$225,000 brek-up fee and a minimum overbid amount of $300,000
serves as protection to NovaRes.  Any interested party must submit
a bid no later than Aug. 6, 2015.

According to the Debtor, the proposed transaction is expected to
result in payment of all allowed claims in full as well as a
substantial distribution to equity.

The Debtor is represented by:

          Ashley M. Mcdow
          Michael T. Delaney  
          BAKER & HOSTETLER LLP
          11601 WILSHIRE Boulevard, Suite 1400
          Los Angeles, CA 90025-0509
          Tel: (310) 820-8800
          Fax: (310) 820-8859
          Email: amcdow@bakerlaw.com
                 mdelaney@bakerlaw.com

              About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis owns
and leases several parcels of commercial real property in Ontario,
California: 3550 Porsche Way; 3640 Porsche Way; 3660 Porsche Way;
3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

In April 2014, the Debtor filed a Second Amended Reorganization
Plan and disclosure statement.  The Debtors seeks to accomplish
payments under the plan by paying creditors on account of their
allowed claims in full over time from cash flows generated from
future operations or the proceeds from the sale of the Company or
the properties.


SNL FINANCIAL: Moody's Retains B2 CFR on Pending Sale to McGraw
---------------------------------------------------------------
Moody's Investors Service said SNL Financial LC's B2 Corporate
Family Rating and stable outlook are not impacted by announcement
that the company will be acquired by McGraw Hill Financial, Inc.
for approximately $2.23 billion in cash.

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

SNL Financial LC, headquartered in Charlottesville, VA, is a
privately-owned provider of news, financial data and analysis on
five business sectors: Financial Institutions, Real Estate, Energy,
Media & Communications and Mining & Metals.  New Mountain Capital
LLC acquired a majority interest in SNL in August 2011 that valued
the company at around $450 million.  Revenue for the twelve months
ended March 31, 2015 was approximately $230 million.



SNL FINANCIAL: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on SNL Financial LC, including the 'B' corporate credit rating, on
CreditWatch with positive implications.

The CreditWatch placement follows SNL Financial's announcement that
it has entered into a definitive agreement to be acquired by McGraw
Hill Financial Inc. (MHFI).  MHFI will pay $2.225 billion in cash.
The transaction is subject to regulatory approvals, though, given
S&P's lack of anti-trust concerns, it expects that it will likely
receive regulatory approval.  SNL and MHFI announced that they
expect the transition to close in the third quarter of 2015.
Although S&P do not rate MHFI, S&P believes that the company has a
significantly stronger financial risk position and lower leverage
than SNL Financial, as well as a larger and more diversified
business mix.

"We plan to withdraw our issue-level ratings if SNL's outstanding
debt is fully repaid when the transaction is completed," said
Standard & Poor's credit analyst Jawad Hussain.



SOUTHEAST HOUSING: Moody's Hikes Rating on 2007-I Rev. Bonds to Ba2
-------------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 Southeast
Housing LLC's Taxable Military Housing Revenue Bonds, Series 2007
Class I. $413,965,000 of outstanding debt is affected.  The outlook
is stable.

RATING RATIONALE

The upgrade is based on improved financial performance following
debt restructuring and mitigation of litigation risk over property
taxes.  The rating reflects projections for solid financial
performance, full occupancy including a substantial number of units
rented to non-active military service members, and an increase in
the basic allowance for housing (BAH) for 2015.

OUTLOOK

The stable outlook is based on Moody's expectation of solid
financial performance.

What Could Change the Rating Up

   -- Strong debt service coverage that is consistent for several
      reporting periods

What Could Change the Rating Down

   -- Drop in occupancy rates or rental revenue due to continued
      decline in market position or changes in troop populations
      at one or more of the project's bases

OBLIGOR PROFILE

Southeast Housing, LLC (the Issuer) was formed as a Delaware
limited liability company on October 1, 2007 for the purpose of
leasing, constructing, rehabilitating, developing, operating and
selling properties at 11 installations comprising Navy Southeast
located in South Carolina, Texas, Mississippi, and Florida

LEGAL SECURITY

The bonds are special limited obligations of the issuer, as such,
the bonds are secured solely by the revenues and trust estate
assets pledged to bondholders pursuant to the Master Trust
Indenture and Security Agreement.

USE OF PROCEEDS

Not Applicable.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Global Housing
Projects published in July 2010.



SOUTHERN FILM: Aug. 7 Fixed as Administrative Claims Bar Date
-------------------------------------------------------------
The Hon. Benjamin A. Kahn of the U.S. Bankruptcy Court for the
Middle District of North Carolina established Aug. 7, 2015, as the
deadline for any individual or entity to file administrative proofs
of claim against Southern Film Exrruders, Inc.

All objections to the allowance of any claims filed as
administrative claims are preserved.

Howard L. Regan, Jr., John Scott Leven, John L. Barnes, Jr., Thomas
R. Donaldson, Lanny Brooks Rampley, and Gaston Robert Baker, Jr.
(the six claimants), objected to the motion for bar date, stating
that an administrative claim bar date must be
set for July 28, 2015.

                         About Southern Film

Southern Film Extruders, Inc., is the business of developing and
manufacturing specialized film used in packaging various products.
It has two plants in High Point, North Carolina.

On July 25, 2013, an involuntary Chapter 7 petition was filed
against Southern Film.  In response thereto, Southern Film filed a
Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4,
2013.

The Debtor experienced severe cash flow issues as a result of the
loss of its largest customer prompted the bankruptcy filing.

John L. Barnes, Jr., signed the Chapter 11 petition as vice
president.  The Debtor estimated assets of at least $10 million
and debts of at least $1 million.  Charles M. Ivey, III, Esq., at
Ivey, McClellan, Gatton, & Talcott, LLP, represents the Debtor as
counsel.

The Official Committee of Unsecured Creditors is represented by
Hendren & Malone, PLLC.


SOUTHGOBI RESOURCES: CIC Interest Payment Cure Period Expires
-------------------------------------------------------------
SouthGobi Resources Ltd. on July 23 provided an update on the CITIC
Merchant private placement agreement, the TSX delisting review and
the CIC Convertible Debenture interest payment due date.  All
figures are in U.S. Dollars unless otherwise stated.

            CITIC Merchant Private Placement Agreement

As announced on July 14, 2015 the Company agreed to an extension of
the closing date of the private placement agreement between the
Company and CITIC Merchant Co., Limited until July 20, 2015.  The
conditions precedent to the agreement have not been fulfilled and
CITIC Merchant has informed the Company that it will not be
subscribing for shares in the Company pursuant to the signed
private placement agreement.  The expected gross proceeds from the
placement to CITIC Merchant were to have been US$28.7 million, as
set out in the Company's announcement of June 29, 2015 and
available on SEDAR at www.sedar.com

The Company is in ongoing discussions with CITIC Merchant with
regard to a private placement, and also continues to actively seek
additional sources of financing to continue operating and meet its
objectives.  These possible sources of funding include, but are not
limited to, coal offtake agreements, an interim loan and a
revolving loan as described in more detail in the Company's
announcement dated June 22, 2015 and available on SEDAR at
www.sedar.com and further potential equity placements.

                      TSX Delisting Review

The Toronto Stock Exchange has advised the Company it has granted
an extension of the delisting review.  A meeting of the Listings
Committee of TSX was scheduled to be held on July 27, 2015 and
their decision is expected no later than July 29, 2015 (Toronto
time).  For additional detail, refer to the section Liquidity and
Capital Resources under the heading TSX Financial Hardship
Exemption Application and Status of Listing on the TSX in the MD&A
issued on May 11, 2015 and available on SEDAR at www.sedar.com

                    CIC Convertible Debenture

As announced by the Company on May 20, 2015, the Company obtained a
deferral to July 22, 2015 of the May 2015 cash interest payment of
approximately $7.9 million due on its China Investment Corporation
("CIC") Convertible Debenture.  In accordance with the terms of the
deferral and the CIC Convertible Debenture the payment date is
subject to a three day cure period which was set to expire on July
27, 2015.

In all other respects, the provisions of the CIC Convertible
Debenture remain in full force and effect and the deferral of the
May interest payment by CIC is without prejudice to CIC's right to
pursue any of its remedies at any time if an event of default
occurs pursuant to the continuing terms of the CIC Convertible
Debenture.  In the event the Company fails to pay the May 2015 cash
interest installment within the cure period which was set to expire
on July 27, 2015, this would result in an event of default under
the CIC Convertible Debenture and CIC would have the right to
declare the full principal and accrued interest owing thereunder
immediately due and payable, which could result in voluntary or
involuntary proceedings involving the Company (such as bankruptcy)
as discussed under the heading Risk Factors in the MD&A issued on
March 30, 2015 and available on SEDAR at www.sedar.com

The Company is currently in active discussions with CIC for its
continued support of the Company.

                          Novel Sunrise

The Company notes the announcement by Novel Sunrise Investments
Limited, the largest shareholder of the Company, on July 20, 2015
which reported that China Cinda (HK) Investments Management Company
Limited, a wholly-owned subsidiary of China Cinda Asset Management
Corporation Limited, acquired ownership and control of all of the
outstanding voting (ordinary) shares of Novel Sunrise through Hope
Rosy Limited, a wholly-owned subsidiary of Cinda.  Further
information is available on SEDAR at www.sedar.com

                         About SouthGobi

SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is
focused on exploration and development of its metallurgical and
thermal coal deposits in Mongolia's South Gobi Region.  It has a
100% shareholding in SouthGobi Sands LLC, a Mongolian registered
company that holds the mining and exploration licenses in Mongolia
and operates the flagship Ovoot Tolgoi coal mine.  Ovoot Tolgoi
produces and sells coal to customers in China.


STANCORP FINANCIAL: Fitch Affirms 'BB+' Rating on 2067 Debt
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
StanCorp Financial Group, Inc. (SFG) at 'BBB+' and the Insurer
Financial Strength (IFS) ratings of its life insurance subsidiaries
at 'A'. The Rating Outlook is Stable.

KEY RATING DRIVERS

The rating action follows the announcement that SFG has agreed to
be acquired by Japan-based Meiji Yasuda Life Insurance Company
(MYL) in a transaction valued at $5 billion. The transaction is
expected to close in the first quarter of 2016 subject to customary
shareholder and regulatory approvals.

Fitch's views the proposed transaction as credit neutral for SFG
based on the financial strength of MYL (IFS 'A'), which is the
third largest life insurance company in Japan with the largest
share of group insurance in the Japanese market.

The transaction reflects a broader strategic initiative by MYL to
expand its life insurance business outside of Japan. The proposed
acquisition of SFG represents MYL's first major overseas
acquisition.

Fitch expects SFG's existing management team and operating
strategies will largely remain in place following the close of the
transaction.

SFG's ratings continue to reflect its strong competitive position
in the group life and disability market, improving operating
performance, strong capitalization and moderate financial leverage.
The ratings also consider that premium growth and operating margins
continue to be challenged by competitive market conditions and the
weak economic environment, including persistently low interest
rates and somewhat weak employment conditions.

RATING SENSITIVITIES

The relationship between SFG and MYL and its impact on rating
triggers will be determined following the close of the
transaction.

Key rating triggers that could result in an upgrade include:

-- Run-rate risk-adjusted capital maintained above 350%, with no
    significant deterioration in capital quality;
-- A long-term improving trend in the group benefit ratio
    substantially below its historic baseline of about 76%.

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

-- A prolonged deterioration in the company's group benefit ratio

    above the 2011 level of 83%;
-- An increase in financial leverage above 30%;
-- GAAP-based interest coverage below 6x for an extended period
    of time;
-- A decrease in RBC below 300%, or a significant decrease in the

    quality of capital supporting the company's RBC;
-- A significant deterioration in the performance of the
    company's commercial mortgage loan portfolio.

Fitch affirms the following ratings with a Stable Outlook:

StanCorp Financial Group

-- IDR at 'BBB+';
-- $250 million 5.000% senior notes due Aug. 15, 2022 at 'BBB';
-- 60-year $253 million junior subordinated debt due June 1, 2067

    at 'BB+'.

Standard Insurance Company

-- IFS rating at 'A'.

Standard Life Insurance Co. of New York

-- IFS rating at 'A'.



STATE FISH: Hearing on Case Dismissal Continued Until Aug. 20
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until Aug. 20, 2015, at 8:30 a.m., the hearing to
consider the motion of creditor and equity interest holder John
DeLuca to either dismiss Chapter 11 cases of consider State Fish
Co., Inc., and Calpack Foods, LLC; abstain from exercising
jurisdiction in the case; or appoint a Chapter 11 trustee to
oversee the Debtor's case.

The Court also ordered that no additional briefing may be filed in
the Court before the Aug. 20 hearing, and no additional briefing
will be allowed or considered regarding the motion, before the Aug.
20 hearing.

As reported in the Troubled Company Reporter on March 4, 2015, John
DeLuca has claimed the Debtor undeniably filed bankruptcy
without corporate authority to do so, and in bad faith to avoid the
entry of a judgment against the company's principals and majority
shareholders: Vanessa DeLuca, Janet Esposito and Roseann DeLuca
("DeLuca Sisters").  

The bankruptcy filing, he said, was a litigation tactic
orchestrated by the DeLuca Sisters, who are the very same
shareholders that the state court held would be removed due to
their breaches of fiduciary duty, and their use of State Fish as a
personal "piggybank" by unlawfully taking millions of dollars for
their own personal benefit.  Indeed, the DeLuca Sisters will stop
at nothing to avoid personal liability, including abuse of the
bankruptcy process.

Mr. DeLuca said the bankruptcy filing has no proper reorganization
purpose.  The Debtor is solvent -- as the DeLuca Sisters admit --
and is able to meet its debts as they come due.  The filing is a
thinly veiled attempt by the DeLuca Sisters to delay repayment of
millions of dollars that they will personally owe to State Fish and
John DeLuca and others of State Fish's minority shareholders.

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

Mr. DeLuca is represented by:

         Marsha A. Houston, Esq.
         Christopher O. Rivas, Esq.
         REED SMITH LLP
         355 South Grand Avenue, Suite 2900
         Los Angeles, CA 90071-1514
         Tel: (213) 457-8000
         Fax: (213) 457-8080

         Sa'id Vakili, Esq.
         VAKILI & LEUS, LLP
         3701 Wilshire Boulevard, Suite 1135
         Los Angeles, CA 90010-2822
         Tel: (213) 380-6010
         Fax: (213) 380-6051

         John A. Schlaff, Esq.
         LAW OFFICES OF JOHN A. SCHLAFF
         2355 Westwood Boulevard, Suite 424
         Los Angeles, CA 90064-2109
         Tel: (310) 474-2627
         Fax: (310) 362-8883

                         About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015,
amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins
Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

R. Todd Neilson was appointed as Chapter 11 trustee effective as of
Feb. 27, 2015.



STATE FISH: May Sell HPP/Calpack Biz Subject to Higher Bids
-----------------------------------------------------------
R. Todd Neilson, the Chapter 11 trustee of State Fish Co., Inc.,
sought and obtained from Judge Sandra R. Klein of the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, approval of bidding procedures for the sale of
the Debtor's High Pressure Pasteurization Food Service business and
Calpack.

Calpack is a wholly owned subsidiary of the Debtor that produces
high quality custom food and beverage products.

The Court rules that the Debtor may sell its HPP Food Service
business and Calpack to QSR International Holdings, LLC, free and
clear of all liens, claims, rights, interests and encumbrances, and
subject to higher and better bids.

QSR International, the stalking horse bidder, has placed an offer
of $12,000,000 cash for the assets on sale.

If more and higher bids are received for the assets, an auction
will be held on September 9, 2015 at 10:00 a.m., the Court orders.


The Debtor's Asset Purchase Agreement with QSR International
contains, among other things, these material terms:

  (1) Purchased Assets -- predominately relate to the HPP/Calpack
      Business, including certain inventory, furniture, equipment,

      intellectual property, purchased contracts, documents,
      goodwill, permits, and all rights of the Debtors in the real

      property and building improvements located at 1130 West C
      Street and 233 King Avenue in Wilmington, California and all

      claims and causes of action of the Debtors exclusively
      related to the Specified Owned Real Property or to the
      Furniture and Equipment, and excluding the Excluded Assets.

  (2) Excluded Assets -- include, without limitation (i) all
      accounts receivable of Debtors; (ii) all cash, cash
      equivalents, marketable securities, instruments, deposits,
      reserves and similar cash items of Debtors, including the
      Cash Payment; (iii) all automobiles owned by the Debtors
      (excluding the truck identified on Schedule 2.1(b)); (iv)
      all insurance policies of the Debtors and rights to proceeds

      thereof (v) all Excluded Contracts, as defined in the APA;
      (vi) intercompany obligations; (vii) certain confidential
      records; (viii) any causes of action of the Debtors and
      proceeds therefrom, excluding all claims and causes of
      action of the Debtors exclusively related to the Specified
      Owned Real Property, Furniture or Equipment; (ix) all of the

      Debtors' rights under the APA and/or other documents
      executed in connection therewith; (x) the four contiguous
      empty lots on Quay Avenue in Wilmington, California and
      other real property that is not Specified Owned Real
      Property; (xi) equity interests in the Debtors or any
      subsidiary thereof; (xii) certain other assets identified by

      the parties or excluded by the Stalking Horse Bidder three
      business days prior to the Closing Date, (xiii) refunds for
      taxes and tax credits, (xiv) all assets of the Debtors that
      are not exclusively or predominately related to the Acquired

      Business, and (xv) all assets of the Debtors that are used
      exclusively or predominately in the operation of the Wet
      Fish Business and the Value Added Business.

  (3) Assumed Liabilities -- include, without limitation (i) all
      liabilities under the Purchased Contracts arising after the
      Closing, including cure amounts (subject to a cap on cure
      amounts); (ii) all liabilities with respect to the Acquired
      Businesses and the Purchased Assets arising after the
      Closing; and (iii) all Liabilities relating to amounts
      required to be paid by Buyer under the APA; and other
      liabilities identified by the Stalking Horse Bidder one
      business day prior to the Closing Date.

  (4) Excluded Liabilities -- All liabilities and obligations for
      which the Stalking Horse Bidder does not expressly assume
      any liability.

  (5) Contracts -- The Stalking Horse Bidder shall have the right
      to designate the Debtors' executory contracts and unexpired
      leases (provided that such contracts or leases are used
      exclusively or predominantly in the Acquired Businesses) as
      a Purchased Contract or an Excluded Contract.

  (6) Deposit -- The Stalking Horse Bidder has deposited $600,000
      in cash in a segregated account of the Trustee. If the
      Closing occurs, the deposit will be applied to the purchase
      price. If the APA is terminated under Sections 4.4(d)(i) or
      (d)(ii) of the APA, the Debtors are entitled to keep the
      Stalking Horse Bidder's deposit as liquidated damages.

  (7) Break-Up Fee -- is tagged in the amount of $360,000, payable

      under the terms and conditions set forth in the APA.

  (8) Expense Reimbursements -- is tagged in the amount of up to
      $100,000 and a Supplemental Expense Reimbursement in an
      amount of up to $25,000, payable under the terms and
      conditions set forth in the APA.

  (9) Closing Date -- will occur not later than three business
      days following the satisfaction or waiver of the conditions
      set forth in Sections 9.1, 9.2, and 9.3 of the APA, which
      conditions include, among other things, entry of the Sale
      Order.

Counsel to the Debtors, Jonathan M. Weiss, Esq. --
jweiss@kbtslaw.com -- of Klee, Tuchin, Bogdanoff & Stern LLP,
asserts that the proposed sale is in the best interest of the
Debtors because, among other things:

  -- a prompt sale will prevent erosion of the value of the
     HPP/Calpack Business that could result from the negative
     perception of a company in bankruptcy for a lengthy and
     uncertain period of time;

  -- a prompt sale will limit the estates' incurrence of
     administrative expenses;

  -- the HPP/Calpack Business is currently operating at peak
     capacity and requires an additional high-pressure
     pasteurization machine to continue to serve its existing
     customers and attract new customers; the Debtors, however, do

     not have the financial ability to purchase an additional
     machine; and

  -- the value of the HPP/Calpack Business is best realized by
     extricating the HPP/Calpack Business from the disputes
     involving the Debtors' shareholders.

"The benefits of the proposed sale exceed those of the [Chapter 11]
Trustee's continued operation of the HPP/Calpack Business and of
any piecemeal liquidation," Mr. Weiss contends.

The Chapter 11 Trustee, R. Todd Neilson, is also represented by:

          David M. Stern, Esq.
          Michael L. Tuchin, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, Thirty-Ninth Floor
          Los Angeles, CA 90067
          Telephone: (310)407-4000
          Facsimile: (310)407-9090
          Email: dstern@ktbslaw.com
                 mtuchin@kbtslaw.com

                  Dotta International Replies

Charles Freedman, President and Chief Financial Officer of Dotta
International, Inc. submitted to the Court a declaration, opposing
the Bid Procedures Motion sought by the Chapter 11 Trustee. Mr.
Freedman requested a 45-day extension to the August 10, 2015
Proposed Sale Hearing date so that the new Proposed Sale Hearing
date will be September 24, 2015. Mr. Freedman tells the Court that
it is in the best interest of the Bankruptcy Estate to extend the
date for the Proposed Sale Hearing so that Dotta Foods can secure
funding in order to qualify as a Potential Bidder. He further tells
the Court that Dotta Foods intends to offer a Purchase Price that
will at least equal $12,735,000, as required by the APA.

                          About State Fish

State Fish Co., Inc. was founded in 1932 and began as a small local
wholesale fish buyer in California.  Under the leadership of Sam
DeLuca, State Fish expanded from a small fresh fish company to an
internationally-known import and export company operating its own
processing and cold store facilities near the Port of Los Angeles.
Calpack Foods, LLC, a wholly owned subsidiary, was formed in April
2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

R. Todd Neilson was appointed as Chapter 11 trustee effective as of
Feb. 27, 2015.



STONEBRIDGE FINANCIAL: Claims Bar Date Slated for September 4
-------------------------------------------------------------
All creditors of Stonebridge Financial Corp. holdings claims that
arose on or before the Debtor's bankruptcy filing are required to
file their completed and executed proof of claim by Sept. 4, 2015,
at 5:00 p.m. (Prevailing Eastern Time).  Governmental unit must
file their claims no later that 5:00 p.m. (Prevailing Eastern Time)
on Dec. 15, 2015.

Each proof of claim must be filed with:

  The U.S. Bankruptcy Court for the
   Eastern district of Pennsylvania
  Robert N.C. Nix Sr. Federal Courthouse
  900 Market Street, Suite 400
  Philadelphia, PA 19107

                About Stonebridge Financial Corp.

Stonebridge Financial Corp. -- http://www.stonebridgebank.com--  
was formed in 1999 as the parent company to Stonebridge Bank. Based
in West Chester, PA, Stonebridge Bank serves commercial and retail
banking customers through its banking offices in West Chester and
Warminster.  In addition, Stonebridge Bank offers a complete range
of banking services at the branch locations and through its
website.

The Company filed for Chapter 11 bankruptcy protection on June 18,
2015 (Bankr. E.D. Penn. Case No. 15-14353).  Judge Eric L. Frank
presides the Debtor's case.  Joseph N. Argentina, Jr., Esq., and
Andrew Charles Kassner, Esq., at Drink Biddle & Reath LLP,
represent the Debtor.  The Debtor estimated assets of between
$500,000 and $1 million, and liabilities between $10 million and
$50 million.


TEXAS REGENCY: Amends Schedule of Personal Property
---------------------------------------------------
Texas Regency Apartments, L.P., filed with the U.S. Bankruptcy
Court for the Southern District of Texas amended schedules of
personal property (Schedule B).  A copy of the document is
available for free at:

http://bankrupt.com/misc/TexasRegency_28_amendedSAL_June29.pdf

Texas Regency Apartments, L.P., owner of the Regency Square
Apartments at 7222 Bellerive Dr., Houston, Texas, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 15-33188) in Houston, Texas,
on June 10, 2015.  Gordon Steele signed the petition chief
financial officer.  

Judge David R. Jones presides over the case.  The Debtor tapped
Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, P.C.,
as counsel.

The Debtor disclosed total assets of $11.1 million and total debts
of $11.4 million in its schedules.



THREE FROGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Three Frogs, Inc.
        5345 Timken Street, Suite C
        La Mesa, CA 91942

Case No.: 15-04921

Chapter 11 Petition Date: July 27, 2015

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

Judge: Hon. Laura S. Taylor

Debtor's Counsel: Michael T. O'Halloran, Esq.
                  LAW OFFICE OF MICHAEL T. O'HALLORAN
                  1010 Second Avenue, Ste. 1727
                  San Diego, CA 92101
                  Tel: (619) 233-1727
                  Fax: (619) 233-6526
                  Email: mto@debtsd.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David S. Wolfe, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb15-04921.pdf


TOLLENAAR HOLSTEINS: Ch. 11 Trustee Wants Case Converted to Ch. 7
-----------------------------------------------------------------
Russell K. Burbank, Chapter 11 trustee for Tollenaar Holsteins, et
al., asks the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, to convert the Chapter 11 proceedings to
proceedings under Chapter 7 of the Bankruptcy Code.

The Chapter 11 Trustee asserts that there are no funds available to
pay for further administration and the Trustee's use of cash
collateral has been terminated.  Counsel for the Chapter 11 Trustee
reviewed the Debtors' Statements of Financial Affairs and
determined that the presence of potential avoidance actions that
might be pursued suggested that a conversion to Chapter 7 might be
more in the interest of creditors than a dismissal.

The orderly liquidation of the Debtors' assets has made
rehabilitation or reorganization impossible, the Chapter 11 Trustee
asserts.  Remaining in Chapter 11 will only lead to further loss
and diminution of the estate, the Chapter 11 Trustee adds.

Richard A. Lapping, the duly appointed counsel to the Chapter 11
Trustee, filed a declaration in support of the motion.  Mr. Lapping
says he has personal knowledge of the facts stated herein and, if
called to testify, could and would testify thereto and that the
foregoing is true and correct.

The Chapter 11 Trustee is represented by:

          Richard A. Lapping, Esq.
          LAW OFFICE OF RICHARD A. LAPPING
          540 Pacific Avenue
          San Francisco, CA 94133
          Tel: (415) 399-1015
          Fax: (415) 399-1038
          Email: Richard@LappingLegal.com

                 About Tollenaar Holsteins

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

The Debtors' counsel is Jason E. Rios, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California.
The Bankruptcy Court approved the joint administration of the cases
of Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar
M Ranch, LLC, are jointly administered under the lead case of
Tollenaar Holsteins, Case No. 15-20840.

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


TRANS COASTAL: Section 341(a) Meeting Scheduled for August 27
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Trans Coastal
Supply Company, Inc. will be held on Aug. 27, 2015, at 10:00 a.m.
at Room 6B, Macon Co Courthouse.  Creditors have until Nov. 25,
2015, to file their proofs of claim.

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

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

Trans Coastal Supply Company Inc. filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Ill. Case No. 15-71147) on July 23, 2015,
citing more than $28 million in unsecured debt.  Court filings show
that the Company's trade debt included over $12.1 million to CHS
Inc, and $3 million to The Andersons Clymers.

Karl Plume at Reuters relates that other creditors included ethanol
company Green Plains Inc and commodities trader Cargill Inc.

According to Reuters, the Company is currently facing civil
litigation in U.S. district courts in Illinois and New York from
two of its creditors: (i) Evergreen Line is suing for almost
$460,000 for unpaid ocean freight and other shipping-related
charges, (ii) and JD Heiskell Holdings LLC is suing for almost $1.6
million for failure and refusal to make payment on "tens of
thousands of tons of DDGS."

Headquartered in Decatur, Illinois, Trans Coastal Supply Company
Inc ships grain and other agricultural products like the ethanol
byproduct distillers dried grains (DDGS) in containers to overseas
buyers.


TRANSWORLD SYSTEMS: S&P Assigns 'B' CCR, Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Chicago-based Transworld Systems Inc.
(TSI).  The rating outlook is negative.

At the same time, S&P affirmed its 'B' corporate credit rating on
Aston Escrow Corp. and revised the rating outlook to negative from
stable.  S&P then withdrew its corporate credit rating on the
company.

"The negative outlook reflects the continued uncertainty regarding
the company's operating performance over the next few years," said
Standard & Poor's credit analyst Rose Askinazi.  This includes the
DoE's decision not to provide TSI with an interim contract
extension, which represented more than 10% of its revenue as of
March 31, 2015.  S&P's uncertainty about the company's future
performance stems from the competitive, regulatory, and pricing
pressures that have continued to affect TSI's operating performance
over the past year.

TSI provides ARM services to four main customer groups across the
education, government, health care, and commercial industries.  The
education segment represents about 30% of TSI's revenue, whereby
the company services student loans for the DoE, state guarantee
agencies (GAs), and educational institutions.  Regulatory changes
have lowered GA retention fees, which in turn have negatively
impacted the contingency fee percentages TSI receives.  In
addition, an increasing number of loan holders have opted for
rehabilitation payments, which, in S&P's view, have added
additional steps to the collection process and hampered revenue.

S&P could lower the rating if the company does not receive an
extension or renewal from the DoE by the end of 2015 and begin to
stabilize losses from its health care and commercial segment.  This
could result in further revenue loss with no proportionate offset
from the company's remaining businesses.  The loss of the DoE
contract would likely prevent the company from improving its credit
metrics over the next few years and negatively impact S&P's view of
the company's business risk profile.

S&P could revise the outlook to stable from negative if the company
is able to obtain a contract extension or renewal from the DoE by
the end of 2015 and begin to stabilize losses from its health care
and commercial segment.  This would prevent further revenue losses
and put the company on a path to grow in 2017 that could improve
credit metrics.  More specifically, S&P could revise the outlook to
stable if it believes the company is on a credible path to reducing
leverage to below 6x.



UNIFIED 2020: Hearing on Case Conversion Continued Until Aug. 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
continued from July 30, 2015, to Aug. 6, at 9:30 a.m., the hearing
to consider motion to convert Unified 2020 Realty Partners, LP's
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on July 21, 2015,
Daniel J. Sherman, the Chapter 11 trustee, is asking the Court
convert the Debtor's case.

The Trustee pointed out that on June 15, 2014, the Debtor's most
valuable asset was sold at a foreclosure sale and the Property has
been fully transitioned to its new owner.  At this point, the
approval of a disclosure statement and reorganization of the Debtor
is highly unlikely since the property is no longer in its estate,
the Trustee said.

The Chapter 11 Trustee asserts that there is "cause" to convert the
case, and the conversion is in the best interest of the
bankruptcy estate and its creditors because it will be less costly
than a Chapter 11 proceeding, saving the estate valuable
administrative costs.

Simply considering the administrative expenses incurred by the
Trustee and his professionals, which is only one aspect
of the mounting costs of this case, there is obvious loss and
diminution of the Bankruptcy Estate, the Chapter 11 Trustee adds.

The Chapter 11 Trustee is represented by:

         Kevin D. McCullough, Esq.
         Kerry Ann Miller, Esq.
         ROCHELLE MCCULLOUGH, LLP
         325 N. St. Paul Street, Suite 4500
         Dallas, TX 75201
         Tel: (214) 953-0182
         Fax: (214) 953-0185
         E-mail: kdm@romclawyers.com
                 kmiller@romclawyers.com

                    About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor has obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.

In January 2014, Unified 2020 Realty Partners withdrew its second
amended disclosure statement, which explains the company's plan of
liquidation.  At that time, the Debtor said it remains involved in
a negotiation process and do not want to impose upon the court's
time by filing another request to continue the disclosure
statement hearing.  United Central Bank objected to the Plan,
saying the Plan is not feasible, much less confirmable within a
reasonable period of time.



US SHALE: S&P Withdraws 'CC' CCR Due to Lack of Sufficient Info.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'CC' long-term corporate credit rating, on US Shale
Solutions Inc.

Standard & Poor's withdrew the ratings due to lack of sufficient
information to perform its surveillance.

S&P had lowered the long-term corporate credit rating on the
company to 'CC' on May 5, 2015, reflecting its expectation that it
would fail to meet its financial obligations as they come due.



WATER PIK: Moody's Affirms 'B3' CFR on Dividend Distribution
------------------------------------------------------------
Moody's Investors Service affirmed all Water Pik, Inc.'s ratings,
including the B3 Corporate Family Rating, following the company's
announcement that it plans to fund an approximately $107 million
dividend distribution with proceeds from a proposed add-on $75
million first lien term loan and $35 million second lien term loan.
The outlook is stable.

The affirmation reflects Moody's view that despite the almost 2
times increase in leverage, the company's pro-forma credit metrics,
good liquidity profile and solid performance since the July 2013
leveraged buyout by MidOcean Partners remain supportive of the B3
CFR.  Revenue and EBITDA increased in the mid-single-digit and
high-single-digit range per year respectively, driven primarily by
new product introductions and higher home renovation spending.
Pro-forma for the transaction, Moody's estimates LTM June 2015
debt/EBITDA in the mid-6 times range and EBIT/interest expense in
the mid-1 times (Moody's measures of EBITDA exclude minor one-time
add-backs).  These metrics are slightly weaker than the company's
leverage and interest coverage at the July 2013 LBO transaction,
but are expected to improve over time as a result of continued
earnings growth.

These ratings for Water Pik, Inc. were affirmed:

  Corporate Family Rating, at B3

  Probability of Default Rating, at B3-PD

  $25 million first lien senior secured revolving credit facility
   due 2018, at B2 (LGD3)

  $202 million ($277 million pro-forma) first lien senior secured
   term loan due 2020, at B2 (LGD3)

  $75 million ($114 million pro-forma) second lien senior secured
   term loan due 2021, at Caa2 (LGD5) Stable outlook

The ratings are subject to the completion of the transaction and
Moody's review of final documentation.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Water Pik's high debt
leverage at mid-6 times (as of June 2015, pro-forma for the
recapitalization transaction), small revenue base, narrow product
focus in two niche categories, and competition with larger and
better capitalized players.  Further, Water Pik's high customer
concentration makes the company highly dependent on shelf space
allocation and promotional activity decisions at key mass
retailers.  Nevertheless, these risks are mitigated by the
company's stable performance through economic cycles, brand
recognition and high reported market share in its categories. Water
Pik's good liquidity profile, including expected positive free cash
flow, lack of near-term maturities and a springing covenant-only
capital structure, provides key support to the rating.

The stable outlook reflects Moody's view that Water Pik will
maintain good liquidity over the near term while modestly growing
revenue and earnings.

The ratings could be downgraded if financial policies become more
aggressive, operating performance weakens, the company loses a
major customer, or if liquidity deteriorates for any reason,
including negative free cash flow generation.  Quantitatively, the
ratings could be downgraded if debt/EBITDA increases to above 6.5
times or EBIT/interest expense declines below 1 times.

The ratings could be upgraded if debt reduction combined with
sustained earnings growth and a conservative financial policy lead
to a material improvement in credit metrics, such that debt/EBITDA
is maintained below 4.5 times and EBIT/interest expense is
sustained above 2.5 times.

Headquartered in Fort Collins, Colorado, Water Pik, Inc. is a
Delaware corporation owned by MidOcean Partners and its affiliates
(92%) and management (8%) since the July 2013 LBO.  Water Pik
designs and sells consumer oral health products (primarily water
flossers), replacement showerheads and professional oral health
products (consumables used in dental cleaning and procedures).  The
company generated approximately $200 million of net sales for the
twelve month period ended June 30, 2015.

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


WATER PIK: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Fort Collins, Colo.-based Water Pik Inc.  S&P
lowered its issue-level ratings on the company's now $277 million
first-lien senior secured credit facilities to 'B' from 'B+'.  S&P
also revised the recovery ratings to '3', indicating its
expectations of meaningful (50% to 70%) recovery at the lower half
of the range in the event of a payment default, from '2'.  The
revised recovery rating reflects the increase in first-lien debt.
S&P affirmed its 'CCC+' issue-level rating on the company's now
$114 million second-lien term loan; the recovery ratings remain
'6', indicating S&P's expectations for negligible (0% to 10%)
recovery in the event of a payment default.  The outlook is
stable.

"The affirmations reflect our belief that Water Pik generates
sufficient cash flow to deleverage and restore credit protection
measures near current levels within the next 24 months, absent any
additional large, debt-financed dividends or acquisitions, as well
as view that it will continue to perform in line with our
expectations, which include moderate sales growth and modest margin
expansion because of new product introductions and product
expansions," said Standard & Poor's credit analyst Bea Chiem.

Pro forma for this transaction, S&P estimates leverage will
increase to roughly 6x from 4.5x for the 12 months ended June 28,
2015.  Despite the increase in debt, S&P believes that the
company's credit protection measures are still in line with those
of comparable peers.



WAVE SYSTEMS: Files NASDAQ Listing Non-Compliance Hearing Request
-----------------------------------------------------------------
Wave Systems Corp. on July 23 disclosed that the Company has filed
a hearing request before the NASDAQ Listing Qualifications Panel
regarding the Company's continued non-compliance with the minimum
$1.00 bid price requirement.  As previously announced, the Listing
Qualifications Staff of The NASDAQ Stock Market LLC provided notice
to the Company on July 16, 2015 that, based upon the Company's
continued non-compliance with the minimum $1.00 bid price
requirement, as set forth in NASDAQ Listing Rule 5550(a)(2), as of
July 14, 2015, the Company's common shares would be subject to
delisting from NASDAQ effective July 27, 2015 unless the Company
timely requests a hearing before the Panel.

The Company's common shares will remain listed on NASDAQ pending
the hearing and the expiration of any extension granted by the
Panel following the hearing.  There can be no assurance that the
Panel will grant the Company's request for continued listing on
NASDAQ.

                     About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products for
hardware-based digital security, including security applications
and services that are complementary to and work with the
specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems reported a net loss of $12.9 million in 2014, a net
loss of $20.3 million in 2013 and a net loss of $34 million in
2012.

As of March 31, 2014, the Company had $8.74 million in total
assets, $17.1 million in total liabilities and a $8.37 million
total stockholders' deficit.

KPMG LLP, in Hartford, Connecticut, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.


WAYCO HAM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wayco Ham Company
        P.O. Box 841
        Goldsboro, NC 27530

Case No.: 15-04041

Chapter 11 Petition Date: July 27, 2015

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. David M. Warren

Debtor's Counsel: Joseph Zachary Frost, Esq.
                  STUBBS & PERDUE, P.A.
                  9208 Falls of Neuse Road
                  Raleigh, NC 27615
                  Tel: 919-870-6258
                  Fax: 919-870-6259
                  Email: efile@stubbsperdue.com

                    - and -

                  Trawick H Stubbs, Jr.
                  STUBBS & PERDUE, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  Email: efile@stubbsperdue.com

Total Assets: $875,358

Total Liabilities: $1.7 million

The petition was signed by George A. Worrell, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb15-04041.pdf


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***