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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 4, 2015, Vol. 19, No. 124

                            Headlines

ACE CASH: Moody's Affirms B3 CFR, Alters Outlook to Negative
ACRISURE LLC: Moody's Assigns 'B3' CFR, Outlook Stable
AKORN INC: Moody's Keeps B1 CFR Over Financials Restatement
ALCOA INC: Moody's Alters Outlook to Positive & Affirms Ba1 CFR
ALTA MESA: Moody's Downgrades Corporate Family Rating to B3

ALTEGRITY INC: Wants Plan Solicitation Exclusivity Until June 9
ARAMID ENTERTAINMENT: Bergstein Fights to Keep Stroock in Suit
ARCH COAL: Bank Debt Trades at 26% Off
ARMORED AUTOGROUP: Moody's Places Ratings on Review for Upgrade
ARTS BLOCK: Mark Zaccheo Wants to Arts Block & Pushkin Gallery

ASR 2401: Ch. 11 Plan Mulling $15.5M Sale of Building to Owner
ASR 2401: Dansk Offers to Buy Building, Has Full-Payment Plan
BERNARD L. MADOFF: 2nd Circ. Partially Revives Feeder Fund Suit
BOMBARDIER RECREATIONAL: Moody's Ups CFR to Ba3, Outlook Positive
BPZ RESOURCES: NYSE to Delist Shares Effective May 11

BRAESIDE GOLF: United Bank Acquires Property, Selling it for $965K
BRAND ENERGY: Bank Debt Trades at 1% Off
CAESARS ENTERTAINMENT: Examiner Nears Deal on Creditors' Probe
CAESARS ENTERTAINMENT: Gets Final Approval to Use Cash Collateral
CALIFORNIA COMMUNITY: Can Use California Bank’s Cash Collateral

CANDAX ENERGY: Gets One-Month Extension on Senior Facility Waiver
CENTURY ARMS: Deal to Sell Townhomes to Mark Haak for $1.2M Fails
CEVA GROUP: 2021 Bank Debt Trades at 6.5% Off
CHESAPEAKE ENERGY: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR
CNG HOLDINGS: Moody's Affirms Caa1 CFR, Alters Outlook to Stable

COMMUNITY CHOICE: Moody's Places B3 CFR on Review for Downgrade
COMSTOCK RESOURCES: S&P Lowers CCR to 'B-', Outlook Stable
COUNTRY STONE: Debtors Change Name After Assets Sale
CRANBERRY RE 2015-1: Fitch Gives 'Bsf' Rating to Rate Notes
CREDITCORP: Moody's Affirms 'B3' CFR, Outlook Stable

CROWN CASTLE: Fitch's 'BB' Rating Unaffected by Planned Buyout
DENDREON CORP: Objects to Shareholders' Push for Committee
DIAMOND RESORTS: Moody's Raises CFR to B1, Outlook Stable
DIOCESE OF GALLUP: To Begin Mediation with Abuse Victims
DPX HOLDINGS: Moody's Rates Parent's PIK Toggle Debt at Caa2

DPX HOLDINGS: PIK Notes Upsize No Impact on Moody's B3 CFR
EAST JEFFERSON GENERAL: Moody's Cuts $161.6MM Bonds Rating to Ba2
EDMENTUM INC: Kirkland Steers Co. in $140M Restructuring Deal
ENDEAVOUR INTERNATIONAL: To Pursue Ch.11 Sale; Bids Due Aug. 4
ENERGY & EXPLORATION: Bank Debt Trades at 13% Off

ENERGY FUTURE: Enoch Kever Okayed to Handle Legislative Matters
ENOVA INTERNATIONAL: Moody's Alters Outlook on B3 CFR to Stable
ENSECO ENERGY: Enters Into Forbearance Agreement with Lender
ERG RESOURCES: Oil and Gas Company Files for Bankruptcy
EVERYWARE GLOBAL: Asks Court to Approve Alvarez's Runge as CRO

EVERYWARE GLOBAL: Nasdaq to Delist Shares Effective May 8
EXIDE TECHNOLOGIES: Ch. 11 Plan Declared Effective April 30
EXIDE TECHNOLOGIES: Deregisters All Unsold Shares
EXIDE TECHNOLOGIES: Emerges From Chapter 11 Restructuring
EXIDE TECHNOLOGIES: Files Form 15 to Deregister Stock

FIRSTENERGY CORP: Fitch Affirms 'BB+' Debt Ratings
FORTESCUE METALS: Bank Debt Trades at 10% Off
FRAC TECH: Bank Debt Trades at 18% Off
FREEDOM INDUSTRIES: Proposes Settlements to Pay Spill Damages
GARB OIL: HJ & Associates Expresses Going Concern Doubt

GETTY IMAGES: Bank Debt Trades at 13% Off
GFI GROUP: S&P Raises ICR to 'BB+', Still on Watch Positive
GLOBAL OUTREACH: NJ Firm, Dentons Exit Malpractice Suit
GRAFTECH INT'L: Moody's Puts Ba3 CFR on Review for Downgrade
GREAT WESTERN: Enters Into Support Agreement with Bondholders

GT ADVANCED: Extends DIP Loan Solicitation Period to May 15
GULF PACKAGING: Files for Chapter 11 to Wind Down Assets
GULF PACKAGING: Proposes $250,000 Asset Sales in Ordinary Course
GULF PACKAGING: Rejecting Westcore Delta Lease
GULF PACKAGING: Wants Until June 12 to File Schedules

HAWAIIAN AIR: Fitch Affirms B Ratings; Outlook Revised to Positive
IDQ HOLDINGS: Moody's Reviews 'B3' CFR for Upgrade
IMAGING3, INC: Secures Initial Funding
INDUSTRIAS METALURGICAS: Fitch Cuts IDRs to 'D'
INTERCORP RETAIL: Fitch Withdraws 'BB' LT Issuer Default Rating

IRON MOUNTAIN: Revised Offer "Credit Positive," Moody's Says
JEFFERSON COUNTY, AL: 11th Circ. Takes up Appeal of Ch. 9 Challenge
JPH LAS VEGAS: Hearing on Case Dismissal Continued Until May 12
JPH LAS VEGAS: L&Z Disclose Principal Loaned Amount for Retainer
KIOR INC: SEC's Has May 8 Deadline to File Complaint

LA FERIA, TX: Moody's Downgrades GOLT Debt Rating to Ba1
LEHMAN BROTHERS: Ch. 11 Judge Not Keen to Award Ex-Trader $84M
LEVEL 3: Fitch Keeps 'BB+/RR1' Rating on Secured Credit Facility
LOUISIANA STATE: Halts $114-Million Bond Issues
LTS GROUP: Moody's Places 'B2' CFR on Review for Downgrade

MILLENNIUM HEALTHCARE: Reports $24.5-Mil. Net Loss in 2014
MINERAL PARK: Seeks $2.8M in Unpaid Copper Deliveries Claim
MISSISSIPPI PHOSPHATES: Cash Order to Remain in Effect Until June
NCP FINANCE: Moody's Affirms CFR at Caa1, Outlook to Positive
NEWS-JOURNAL CORP: 11th Circ. to Hear Fight Over Pension Payments

NEWSAT LIMITED: Lockheed, Space Launch Co. Object to Ch. 15 TRO
NGPL PIPECO: Bank Debt Trades at 3% Off
NNN PARKWAY: Okayed to Surcharge Collateral of Lender WBCMT
NYDJ APPAREL: Moody's Downgrades CFR to Caa1, Outlook Negative
ONCOLYTICS BIOTECH: Obtain Extension to Regain Nasdaq Compliance

OVERSEAS SHIPHOLDING: Brian Tanner Is VP of IR, Communications
PEABODY ENERGY: Bank Debt Trades at 10% Off
PETROMAROC CORP: Fails to Meet Interest Payment on Debentures
PRONERVE HOLDINGS: McDermott Approved as Bankruptcy Counsel
PUERTO RICO ELECTRIC: Forbearance Agreement Extended to June

QUICKSILVER RESOURCES: Files Amendment to 2014 Annual Report
RADIOSHACK CORP: Pepper Hamilton Files 3rd Supplemental Declaration
RADIOSHACK CORP: Salus Balks at Houlihan's Fees
RADIOSHACK CORP: Trademarks, Other Assets Slated for May Auction
RESIDENTIAL CAPITAL: Slams Cadence Bank's Attempt to Exit Suit

REVSTONE INDUSTRIES: Says Ascalon Can't Recover Unpaid Health Claim
RHYTHM & HUES: Former Director Wants D&O Coverage Access
RIVIERA HOLDINGS: Cancels Registration of Securities
ROADMARK CORP: May 7 Hearing on Further Use of Cash Collateral
ROTHSTEIN ROSENFELDT: Trustee Settles Investor Row in Bankr. Case

SALADWORKS LLC: Lands $15-Million Stalking Horse
SAN YSIDRO SCHOOL DISTRICT: Fitch Ups COPs Ratings to 'BB'
SCRIPT RELIEF: Moody's Assigns 'B2' CFR, Outlook Stable
SEADRILL LTD: Bank Debt Trades at 18% Off
SKYROOM: Closes Indefinitely After Surrendering License in 2014

SPECTRUM ANALYTICAL: Files for Bankruptcy
SPECTRUM BRANDS: Moody's Places 'B1' CFR on Review for Downgrade
SPEEDY GROUP: Moody's Places 'Caa1' CFR on Review for Upgrade
SPRINGLEAF HOLDINGS: Moody's Reviews for Downgrade the 'B2' CFR
ST. CHARLES PARISH: Moody's Affirms 'Ba1' Rating on GO Bonds

STERLING MID-HOLDINGS: Moody's Downgrades CFR to B3
SUPERVALU INC: Strong Q4 Results "Credit Positive," Moody's Says
TERVITA CORP: Bank Debt Trades at 5% Off
TRIGEANT HOLDINGS: Sargeant Deal Clears Way for Refinery Sale
TROPICANA ENTERTAINMENT: Hires Theresa Glebocki as CFO

TROPICANA ENTERTAINMENT: Inks Deal With Ruby to Develop Games
TXU CORP: 2014 Bank Debt Trades at 39% Off
WEST COAST: Growers Balk at Pearson Realty Hiring to Sell Assets
[^] BOND PRICING: For the Week From April 27 to May 1, 2015

                            *********

ACE CASH: Moody's Affirms B3 CFR, Alters Outlook to Negative
------------------------------------------------------------
Moody's Investors Service affirmed ACE Cash Express, Inc.'s B3
corporate family and senior secured ratings and changed the outlook
to negative from stable.

The affirmation reflects ACE's improving operating efficiency as
well as profitability and leverage that are at the median levels
relative to other rated peers. The ratings also reflect ACE Cash's
focus on the subprime consumer financial services sector and
geographic concentration which increase the company's vulnerability
to negative federal, state, and city-level regulatory developments.
At the same time, the company benefits from a long operating
history with an established domestic footprint.

The negative outlook reflects deteriorating asset qualities driven
by growth of internet lending business which is pressuring the
company's profitability. The company has expanded its internet
lending business since 2013. Currently internet lending accounts
for nearly 25% of total revenues, compared with 17% in 2013. As a
result the company's loss provisions during the six months ended 31
December 2014 increased by 9.1% year over year mainly due to higher
loss provisions for online lending. Meanwhile total charge-off to
lending revenues increased to 39.7% in the six months ended 31
December 2014 from 36.2% for the same period in 2013.

Moody's expects the company's asset quality to remain under
pressures in the near future as the company is still in early stage
to develop its internet lending platform and, as a result, Moody's
expect incremental provisions driven by expansion of internet
lending to continue to drag the company's profitability. Excluding
approximately $5.0 million of gains on the debt repurchase from ACE
to reflect the company's core earnings, gross margins and ROAA
during the six months ended 31 December 2014 decreased to 18% and
-2% from 24% and 0.7% in fiscal year 2013, respectively.

Ace Cash's ratings are unlikely to be upgraded given the negative
outlook. The outlook could return to stable if the company achieves
sustainable profitability levels with lower leverage and
experiences improvements in asset qualities.

Ratings could go down if the company is unable to achieve
sustainable profitability or if asset qualities continue to
deteriorate.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


ACRISURE LLC: Moody's Assigns 'B3' CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
a B3-PD probability of default rating to Acrisure, LLC. The rating
agency also assigned ratings to the credit facilities to be issued
in connection with the company's proposed refinancing of its
existing credit facilities. Proceeds, along with cash on the
balance sheet, will be used to refinance existing senior secured
credit facilities, to fund acquisitions, and to pay fees, expenses
and other costs associated with the transaction. The transaction is
expected to close in May. The rating outlook for Acrisure is
stable.

Acrisure's ratings reflect its increasing market position in North
American insurance brokerage, good mix of business between P&C
insurance and employee benefits, and good EBITDA margins. These
strengths are offset by the company's high financial leverage and
low interest coverage associated with its planned 2015 refinancing,
and its rapid growth through an aggressive acquisition strategy.
The company's revenue has more than tripled since 2013, which gives
rise to integration and contingent risks (e.g., exposure to errors
and omissions).

"The ratings of Acrisure reflect a rapidly growing market presence
in US P&C insurance brokerage as well as high financial leverage
following its refinancing," said Enrico Leo, Moody's lead analyst
for Acrisure. The rating agency estimates that Acrisure's
debt-to-EBITDA ratio, including contingent earn-out liabilities,
will be greater than 7x following the refinancing. Such financial
leverage is aggressive for the firm's rating category but Moody's
expects the company to reduce this ratio to 6.5x-7x over the next
12 to 18 months mainly through the recognition of acquired EBITDA.
Interest coverage is expected to be in the range of 1.5x to 2x.

The proposed financing arrangement includes a $75 million
first-lien revolving credit facility maturing 2020 (rated B2), a
$410 million first-lien term loan maturing in 2022 (rated B2) and a
$60 million second-lien term loan maturing in 2022 (rated Caa2),
all to be issued by Acrisure. Proceeds will be used to repay the
company's existing debt, fund near-term acquisitions, and pay
related fees and expenses. The facilities are secured by
substantially all assets of Acrisure and guaranteed by
subsidiaries.

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

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

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

  -- Corporate family rating B3;

  -- Probability of default rating B3-PD;

  -- $75 million first-lien revolving credit facility B2
     (LGD3, 40%);

  -- $410 million first-lien term loan B2 (LGD3, 40%);

  -- $60 million second-lien term loan Caa2 (LGD5, 89%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Grand Rapids, Michigan, Acrisure ranks as the 42nd largest
US insurance broker based on 2014 revenues, according to Business
Insurance, though on a pro-forma basis ranks as a top 15 US
insurance broker. The company offers a broad range of property &
casualty (P&C) insurance, employee benefits, ancillary benefits and
other products and services. The company's business is well
diversified across clients, products, producers and insurance
carriers. In 2014, Acrisure reported total revenues of $121.1
million and net loss of $16.9 million. Stockholders' equity was
$93.8 million as of December 31, 2014.


AKORN INC: Moody's Keeps B1 CFR Over Financials Restatement
-----------------------------------------------------------
Moody's Investors Service commented that Akorn's announcement that
its audited financial statements for 2014 will need to be restated
and cannot be relied upon is credit negative. However, there is no
change to the B1 Corporate Family Rating or the stable outlook at
this time.


ALCOA INC: Moody's Alters Outlook to Positive & Affirms Ba1 CFR
---------------------------------------------------------------
Moody's Investors Service changed Alcoa Inc.'s outlook to positive
from stable. At the same time, Moody's affirmed all ratings
including the Ba1 corporate family rating (CFR), Ba1-PD probability
of default rating, Ba1 senior unsecured notes ratings, (P)Ba1
senior unsecured shelf rating, (P)Ba1 medium term note program
rating and Ba2 preferred stock rating. The SGL-1 speculative grade
liquidity rating was also affirmed.

Issuer: Alcoa Inc.

Affirmations:

  -- Corporate Family Rating, Affirmed Ba1

  -- Probability of Default Rating, Affirmed Ba1-PD

  -- Speculative Grade Liquidity Rating, Affirmed SGL-1

  -- Multiple Seniority Shelf (Local Currency) due 2017, Affirmed
     (P)Ba1

  -- Pref. Stock Preferred Stock (Local Currency), Affirmed Ba2,
     LGD6

  -- Senior Unsecured Medium-Term Note Program (Local Currency),
     Affirmed (P)Ba1

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Affirmed Ba1, LGD4

Issuer: Chelan County Development Corporation, WA

  -- Senior Unsecured Revenue Bonds (Local Currency), Affirmed
     Ba1, LGD4

Issuer: Iowa Finance Authority

  -- Senior Unsecured Revenue Bonds (Local Currency), Affirmed
     Ba1, LGD4

Outlook Actions:

Issuer: Alcoa Inc.

  -- Outlook, Changed To Positive From Stable

The outlook change to positive acknowledges Alcoa's improving
trends in earnings and debt protection metrics as evidenced by the
3.8x EBIT/interest ratio for the twelve months ended March 31, 2015
and the debt/EBITDA ratio of 3x as compared with 2x and 4x
respectively for the twelve months ended December 31, 2013
(incorporating Moody's standard adjustments).The positive outlook
also acknowledges the actions taken by Alcoa to continue to
rationalize its refining and smelting operations to lower its cost
position in its primary metals segment and the progress the company
is making in increasing the value added component of its business
in its mid-stream (Global Rolled Products or GRP) and down-stream
(Engineered Products and Solutions or EPS) business segments.
Although the GRP segment is expected to face headwinds and a
decline in after tax operating income in 2015 (degree dependent on
metal prices and currency rates) from the continued pressure in the
can sheet market and costs associated with the qualification of
products in the new Micromill process, increasing sales into the
automotive market, with the Davenport, Iowa facility running at
full capacity as of the end of the first quarter of 2015, is
expected to mitigate the overall challenges, some of which will be
short term in nature. In addition, the further improvement in
volumes and value added products from the Firth Rixson acquisition
and the pending acquisition of RTI International, both of which
enhance Alcoa's product offerings into the aerospace sector, are
expected to contribute to increasing earnings and cash flow
generation over the next twelve to eighteen months.

Alcoa's Ba1 CFR considers the company's ongoing transformation to a
major player in light weight metals manufacturing and engineering.
However, at the same time, the rating incorporates the company's
leverage to the volatility in aluminum prices and premiums in its
primary segment, particularly in the smelter system. Alcoa holds a
commanding and competitive position in the alumina industry, a
leading position as a provider of primary aluminum, as well as a
leading provider of value added products in a wide variety of
markets served by its GRP and EPS segments. Factored into the
rating is the focus the company continues to maintain on cost
reduction and cost control, as well as working capital management
and productivity improvements. While there have been meaningful
smelter capacity curtailments by Alcoa and others in the industry
and demand fundamentals, from a physical perspective remain
positive, the inventory overhang continues and new capacity and
capacity restarts continue to limit the degree of improvement in
the underlying aluminum price.

Although Moody's expects cost creep in various input costs, the
decrease in oil and natural gas prices is expected to benefit the
overall cost performance in 2015. In addition, a significant
portion of savings achieved in recent years, particularly in the
smelting system, is believed sustainable, better positioning the
company for improved earnings and cash flow generation over the
medium to longer term, enhanced by stability and growth in the EPS
segment. The company continues to focus on productivity
improvements and cost savings and through the first three months of
2015 achieved $238 million in productivity gains against its annual
target of $900 million. While the rating incorporates Alcoa's focus
on increasing the level of value added revenues from its GRP and
EPS segments and the strengthening contribution from these
segments, it also considers that the upstream businesses needs
continued success in moving down the cost curve, and a combination
of sustained higher aluminum prices and/or premiums to achieve a
material and sustainable strengthening in consolidated performance
and stronger metrics relative to adjusted debt levels of $13.3
billion at March 31, 2015. The acquisition of Firth Rixson and
pending acquisition of RTI International, which primarily serve the
aerospace industry and strengthen Alcoa's position in the suite of
products offered to this industry, is in line with Alcoa's
strategic objective to increase the value added component of its
business mix.

An additional consideration in the rating is the fact that Alcoa
fully consolidates the Alcoa World Alumina and Chemicals (AWAC)
joint venture (encompasses bauxite and alumina assets) but only
holds a 60% interest.

Alcoa's solid liquidity, including its $1.2 billion cash position
at March 31, 2015 and manageable near-term debt maturities are also
important considerations in the rating.

The Ba1 senior unsecured debt rating, at the same level as the CFR,
reflects the absence of secured debt in the capital structure.

The rating could be upgraded should Alcoa achieve a sustainable
debt/EBITDA ratio of at most 3x , a sustainable EBIT/ interest
ratio of at least 4.0 times and a sustainable (cash flow less
dividends)/debt ratio of at least 25%. Given the expectation for
continued improving earnings and cash flow generation trends, a
rating downgrade is viewed as unlikely. However, should
EBIT/interest fall below and be sustained lower than 2.75x and
leverage deteriorate such that the debt/EBITDA ratio trends toward
and is sustained above 4x downward rating pressure would develop. A
material contraction in liquidity could also pressure the rating.

Headquartered in New York, New York, Alcoa is a leading global
integrated aluminum producer with a focus on lightweight materials
including titanium, nickel and aluminum, and engineering and
manufacturing of value added products in these metals. The company
continues to implement its strategic objective to provide higher
value added products while at the same time reducing the cost base
in its more commodity oriented business. Additionally the company
is active in all major aspects of the aluminum industry including
the mining of bauxite, refining into alumina, smelting, and
recycling. Through its midstream and downstream segments, Global
Rolled Products and Engineered Products and Solutions Alcoa
provides value added products to a variety of end markets,
particularly aerospace and increasingly automotive. Alcoa has a
25.1% interest in a joint venture with Saudi Arabian Mining Company
(Ma'aden), which is creating a new industrial complex in Ras
Al-Khair, Saudi Arabia, which will include a bauxite mine, alumina
refinery, aluminum smelter and rolling mill. The smelter, with
740,000 metric tons of capacity, commenced commercial operations in
July 2014 while the refinery, with about 250,000 metric tons of
capacity was fully operational at the end of 2014.

For the twelve months ending March 31, 2015, Alcoa generated
revenues of approximately $24.3 billion.

The principal methodology used in these ratings was Global Mining
Industry published in August 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.


ALTA MESA: Moody's Downgrades Corporate Family Rating to B3
-----------------------------------------------------------
Moody's Investors Service downgraded Alta Mesa Holdings, LP's
Corporate Family Rating to B3 from B2, Probability of Default
Rating to B3-PD from B2-PD, senior unsecured rating to Caa1 from B3
and Speculative Grade Liquidity rating to SGL-4 from SGL-3.
Additionally, Moody's placed all of Alta Mesa's ratings on review
for further downgrade.

"These actions reflect Moody's view that Alta Mesa will struggle
with tight liquidity, high leverage and limited cash flow
generation in a low commodity price environment," said Sajjad Alam,
Moody's Assistant Vice President/Analyst. "The review will focus on
the company's ability to address its liquidity challenges over the
next several weeks."

Issuer: Alta Mesa Holdings, LP

Downgraded:

  -- Corporate Family Rating, Downgraded to B3 from B2

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

  -- Senior Unsecured Rating, Downgraded to Caa1 from B3

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

Ratings under review:

  -- Corporate Family Rating, Placed B3 Rating on Review

  -- Probability of Default Rating, Placed B3-PD Rating on Review

  -- Senior Unsecured Rating, Placed Caa1 Rating on Review

The B3 CFR reflects Alta Mesa's limited scale upstream business,
high leverage, weak liquidity and the risks of further degradation
in credit metrics in a low oil and natural gas price environment.
Given Alta Mesa's high outstanding revolver debt balance and the
likelihood of a reduction in its borrowing base during the upcoming
May redetermination process, the company will have limited ability
to reinvest in its business in 2015 increasing the likelihood of
decreased production and cash flows in 2016. The B3 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 drive oil production and margin
growth.

Our review will principally focus on Alta Mesa's ability to shore
up near term liquidity. Facing a potential reduction in its
revolver borrowing base, Alta Mesa is exploring various
alternatives including asset sales and issuance of second lien
debt. The company is also looking to extend the maturity date of
its revolver, which expires in May 2016. Moody's could downgrade
the CFR by one or more notches if the company is unable to quickly
resolve its liquidity issues. Moody's would look for sustainable
positive trends in production, a retained cash flow to debt ratio
near 35%, and ample liquidity to consider an upgrade.

The SGL-4 reflects Alta Mesa's weak liquidity through mid-2016. At
December 31, 2014, Alta Mesa had less than $2 million of cash and
$319 million outstanding on its $375 million borrowing base
revolving credit facility. However, after the borrowing base
redetermination, the company may have very little or no
availability under the revolver. While Moody's believe the company
may 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.

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. Based on our estimates,
the company will likely breach the leverage covenant later this
year absent some debt reduction or margin improvement.
Substantially all of the partnership's assets are pledged as
collateral for the revolving credit facility. As such, Alta Mesa's
ability to raise alternate liquidity is limited.

The principal methodology used 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.

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.


ALTEGRITY INC: Wants Plan Solicitation Exclusivity Until June 9
---------------------------------------------------------------
Altegrity, Inc., et al., will ask the Bankruptcy Court at a hearing
on May 5, 2015, to extend until June 9, 4:00 p.m., the deadline to
solicit acceptances for their Joint Chapter 11 Plan.  The Debtors
submitted that the solicitation period is a sufficient period
within which creditors can make an informed decision to accept or
reject the Plan. In accordance with Bankruptcy Rule 3017(c), the
Debtors requested that a hearing on confirmation of the Plan be
scheduled, subject to the Court's availability, for June 17, at
10:00 a.m.

                      About Altegrity Inc.

Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services.  Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners.

Altegrity Inc. and 37 of its affiliates filed Chapter 11
Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on
Feb. 8, 2015.

Jeffrey S. Campbell signed the petitions as president and chief
financial officer.  The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.

M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel.  Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers.  Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.  
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.

The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services.  Land Line relates that USIS lost key federal background
check contracts.

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


ARAMID ENTERTAINMENT: Bergstein Fights to Keep Stroock in Suit
--------------------------------------------------------------
Law360 reported that an attorney for film producer David Bergstein
told a California appeals court that Stroock & Stroock & Lavan LLP
and Levene Neale Bender Yoo & Brill LLP weren't protected by
litigation privilege when they elicited secrets from Bergstein's
longtime attorney to use against him in an involuntary bankruptcy
proceeding.

According to the report, the appellate panel had tentatively
decided to affirm a 2012 decision granting the two law firms' bids
to dismiss Bergstein's allegations under the anti-SLAPP statute,
California's law barring lawsuits that inhibit public
participation, but Jeremy B. Rosen of Horvitz & Levy LLP told the
judges that such a ruling would set a terrible precedent in
California courts.

The report related that the current cases stem from a series of
film-related loans Aramid made to Bergstein and his companies from
2007 and 2009.

The case is David Bergstein et al. v. Stroock & Stroock & Lavan LLP
et al., case number B244896, in the Court of Appeal of the State of
California, Second Appellate District.

                     About Aramid Entertainment

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

On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators ("JVLs") of AEF and two affiliates.

On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.

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

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


ARCH COAL: Bank Debt Trades at 26% Off
--------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is a
borrower traded in the secondary market at 74.38
cents-on-the-dollar during the week ended Friday, May 1, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
1.21 percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 500 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The loan is one
of the biggest gainers and losers among 257 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.



ARMORED AUTOGROUP: Moody's Places Ratings on Review for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings for Armored Autogroup
Inc. under review for upgrade following the announcement that
Armored's parent company, Armored Autogroup Parent, is being
acquired for $1.4 billion by Spectrum Brands (NYSE: SPB; B1 CFR).
Moody's understands that the debt of Armored Autogroup Parent will
be assumed by Spectrum Brands in connection with the transaction.
The transaction is expected to close on or before June 30, 2015
subject to applicable regulatory approvals and customary closing
conditions. If for some reason the transaction does not close as
anticipated, Armored's ratings will be re-evaluated at that time.

Ratings at Armored Autogroup, Inc. placed under review for
upgrade:

  -- B3 Corporate Family Rating;

  -- B3-PD Probability of Default Rating;

  -- $300 million principal senior secured term loan B due 2016
     rated B1 (LGD2); and

  -- $50 million senior secured revolving credit facility due
     2015 rated B1 (LGD2); and

  -- $275 million senior unsecured notes due 2018 rated Caa2
     (LGD 5).

  -- The outlook is changed to rating under review

Ratings at Armored Autogroup that are unchanged:

  -- Speculative Grade Liquidity Rating at SGL-3

Setting aside the potential acquisition by Spectrum, Armored's B3
Corporate Family Rating reflects the company's high debt levels,
its small scale, narrow product focus in the highly fragmented and
competitive auto-care products business, and earnings that are
vulnerable to weather-related product demand fluctuations. The
ratings are also constrained by Moody's expectation that Armored's
financial policies, although currently conservative, will favor
shareholders over debt holders over the long term. Positive rating
consideration is derived from the strong brand recognition of
Armored's ArmorAll and STP brands, along with auto air conditioning
products through parent company Armored AutoGroup Parent Inc.'s
("AAG Parent") investment in IDQ Holdings, Inc. ("IDQ"). Ratings
are also supported by low capital requirements, and good geographic
diversification relative to other B3 rated consumer packaged goods
companies.

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

Armored AutoGroup Inc. ("Armored") is a global producer of
auto-care products primarily under the ArmorAll appearance and STP
performance additives brands. Armored has been controlled by Avista
Capital Partners since a carve-out from the Clorox Company in
November 2010. Revenues for the twelve month period ended December
31, 2014 were approximately $298 million.


ARTS BLOCK: Mark Zaccheo Wants to Arts Block & Pushkin Gallery
--------------------------------------------------------------
Anita Fritz at The Recorder reports that redeveloper Mark Zaccheo
wants to buy Arts Block LLC and Pushkin Gallery and continue to
renovate the buildings.

According to The Recorder, Mr. Zaccheo said he has a
purchase-and-sale agreement with owner Edward Wierzbowski.  The
Bankruptcy Court will consider the approval of the sale during a
hearing set for May 27, 2015, at 11:00 a.m., the report states.
The report adds that objections and higher offers are due in by May
20, 2015, at 4:30 p.m.

Mr. Zaccheo said he would allow Mr. Wierzbowski to continue
programming in the space through a long-term lease, The Recorder
relates.

Colrain, Massachusetts-based Arts Block LLC (Bankr. D. Mass. Case
No. 14-30916) and its Greenfield, Massachusetts-based affiliate,
The Pushkin, LLC (Bankr. D. Mass. 14-30917) filed separate Chapter
11 bankruptcy petitions on Sept. 21, 2014.  The petitions were
signed by Edward Weirzbowski, manager.  Louis S. Robin, Esq., at
the Law Offices of Louis S. Robin, serve as the Debtors'
bankruptcy counsel.  Judge Henry J. Boroff presides over the
cases.

Arts Block listed $750,000 in total assets and $1.48MM in total
liabilities.  The Pushkin, LLC, listed $450,000 in total assets
and $751,000 in total liabilities.


ASR 2401: Ch. 11 Plan Mulling $15.5M Sale of Building to Owner
--------------------------------------------------------------
ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC, are
proposing a Chapter 11 plan of reorganization that allows an
affiliate of the limited partner, Preferred Income Partners IV,
LLC, to obtain ownership of the Debtors' lone asset, the 2401
Fountainview building in Houston, Texas, in exchange for $15.5
million.

The LP Debtor says it intends to sell its property to Fountainview
Partners, LLC to generate revenue for payment to secured and
unsecured creditors.  The Debtors do not currently believe any
offer to acquire its ownership interest will be sufficient to pay
all outstanding obligations owed to its creditors through the
Plan.

The purchaser, Fountainview Partners, will purchase the building
for $15,500,000 in cash on the effective date of the Plan.  The
Plan, however, provides that PIP will receive from the sale
proceeds, $4,059,400 and its accrued attorneys' fees in full
satisfaction of its equity interests in the Debtors.

The Plan provides that the estimated $11.1 million secured claim of
JP Morgan (JPMCC 2006-LDP7 Office, 2401, LLC) [Class 1] is
unimpaired and will be paid in full and in cash from the sale
proceeds.  Dansk ASR Investment, LLC, and Petrochem Development I,
LLC, whose secured claims [Classes 2 and 3] are being disputed by
the Debtors, will only receive distribution of funds if their
claims are allowed by the Bankruptcy Court.  Holders of general
unsecured claims [Class 4] will be paid pro rata if there are any
sale proceeds after payment of allowed claims of secured
creditors.

The Plan contemplates that a plan agent will be appointed by the
Debtors to take control of the Reorganized Debtors for the sole
purpose of acting in accordance with the terms of the Plan,
collecting and distributing any accounts receivable and winding up
the Reorganized Debtors.

The Debtors have filed a motion asking the Court to conditionally
approve the Disclosure Statement to allow the Debtors to proceed
with solicitation of votes and the Plan confirmation process,
without prejudice to parties in interest making Disclosure
Statement objections at the time of Plan confirmation objections.

The Court has continued to May 19, 2015 at 2:00 p.m. the hearing to
consider approval of the disclosure statement explaining the
Debtors' Plan.

A copy of the Disclosure Statement, as amended and filed April 23,
2015, is available for free at:

      http://bankrupt.com/misc/ASR_2401_Am_DS_Debtor.pdf

                           About ASR 2401

ASR 2401 Fountainview, LP, owns and operates a 10-story office
building located at 2401 Fountainview, Houston, Texas 77057 ("2401
Fountainview").  2401 Fountainview was purchased in February 2006.
The property is located at the southeast corner of Burgoyne Road
and Fountainview Drive.  The land contains approximately 3.5789
acres or 155,897 square feet.  The office building contains
approximately 179,726 square feet of net rentable space.

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014.  Each debtor estimated assets and
debt of $10 million to $50 million.

The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.

By an agreed order entered Jan. 6, 2015, Preferred Income Partners
IV, LLC, the limited partner of the LP Debtor, was allowed to
assume operational control with respect to the operation and
management of 2401 Fountainview, and the LP Debtor was authorized
to retain Jetall Companies, Inc. to manage the property.

JPMCC 2006-LDP7 Office, 2401, LLC, has a secured claim on account
of a $12,750,000 loan to the Debtor to finance the purchase of 2401
Fountainview.  Petrochem Development I, LLC, and Dansk ASR
Investment, LLC, also assert secured claims against the Debtors but
the Debtors are objecting to their claims.

The Debtors and Dansk have submitted competing Chapter 11 plans for
the Debtors.

Dansk is represented by Julia A. Cook, Esq., and Jeffrey M. Hirsch,
Esq., at Schlanger, Silver, Barg & Paine, LLP.  JPMCC 2006-LDP7
Office 2401, LLC, is represented by Sean B. Davis, Esq., and Joseph
G. Epstein, Esq., at WINSTEAD PC.  Preferred Income Partners IV,
LLC, is represented by Harold N. May, Esq., at Harold "Hap" May,
PC.


ASR 2401: Dansk Offers to Buy Building, Has Full-Payment Plan
-------------------------------------------------------------
Dansk ASR Investments, LLC, is proposing a Chapter 11 plan of
reorganization for ASR 2401 Fountainview, LP, and ASR 2401
Fountainview, LLC, that contemplates a sale of the assets to Dansk
immediately upon bankruptcy exit, which sale would result to other
creditors receiving a recovery of 100 cents on the dollar.

Court documents indicate that another creditor, Petrochem
Development I, LLC, is backing the Dansk Plan.  Dansk and
Petrochem's secured claims are yet to be allowed and are being
disputed by the Debtors.

JPMCC 2006-LDP7 Office 2401, LLC, a holder of an $11.1 million
scheduled secured claim against the LP Debtor, has conveyed
objections to the Dansk Plan.

The Plan contemplates the transfer of all of the estate's assets,
including the 2401 Fountainview building in Huston, Texas, to a
liquidating trust.  The liquidating trustee will be an independent,
impartial and responsible third-party.  The liquidating trustee
will then liquidate assets for the benefit of holders of allowed
claims.

The liquidating trustee will sell 2401 Fountainview and assign the
tenant leases to the Dansk entity.  The closing of the sale will
occur within five business days after the Effective Date.  If the
sale to the purchaser does not close within 30 business days after
the Effective Date, then the trustee is authorized and directed to
market and sell 2401 Fountainview in a commercially reasonable
manner.

"On March 31, 2015, the Debtors filed a competing Plan of
Reorganization.  In the Plan, Debtors dispute the validity, amount
and status of the Dansk and Petrochem loans, and propose that,
unless the Bankruptcy Court makes a finding that Dansk and
Petrochem have Allowed Claims, that they take nothing under the
Debtors' Plan.  The Debtors further propose that PIP receive a
distribution of $4,059,400 for its equity interest.  Dansk and
Petrochem strongly deny the Debtors' claims and object to the
proposed preferential treatment of PIP, as an equity interest
holder, being paid ahead of creditors of the Debtors.  It is also
unclear as to the identity of the purchaser under the Debtors'
Plan.  The purchaser, Fountainview Partners, is identified as an
entity wholly owned by PIP. Upon information and belief, a Jetall
entity has an ownership and/or controlling interest in the
purchaser.  For these reasons, Dansk and Petrochem have filed a
separate Plan of Reorganization in which Dansk and Petrochem
purchase 2401 Fountainview," Dansk said in the Disclosure
Statement.

Dansk's Plan provides that:

  -- Class 1: JPMorgan Secured Claim.  The claim, with a maximum
amount of $10,917,262, plus postpetition interest, is unimpaired.
Estimated recovery: 100%

  -- Class 2: Petrochem Secured Claim.  The claim, estimated at
$1,749,640 plus postpetition interest is unimpaired.  Estimated
recovery: 100%

  -- Class 3: Dansk Secured Claim.  The claim will be paid to the
extent that the liquidating trustee has additional funds remaining
after payment in full of the allowed claims in Class 1, 2, 4 and 5.
The liquidating trustee is authorized to withhold up to $150,000
of the distribution to Dansk for the liquidating trustee's use in
payment of the fees and expenses of the liquidating trust.
Estimated recovery: 48%

  -- Class 4: Priority Claims.  The allowed priority claims
estimated at $81,722 will be paid in full on the distribution date.
Estimated recovery 100%

  -- Class 5: General Unsecured claims.  The allowed general
unsecured claims, estimated at $240,175, will be paid in full on
the distribution date.  Estimated recovery: 100%

  -- Class 6: Deficiency Claims of Dansk and Petrochem.  Dansk
estimates a $2,272,658 deficiency on the Dansk claim after
application of net proceeds from sale of 2401 Fountainview.  To the
extent that the liquidating trust has additional funds remaining
after fully satisfying all classes proceeding Class 6, the allowed
class 6 claim will be paid prior to termination of the Liquidating
Trust, Pro Rata, remaining funds held by the Liquidating Trust,
after payment of all expenses, liabilities, fees and other
obligations of the Liquidating Trust.  Estimated recovery: N/A

  -- Class 7: PIP Equity Interest.  The equity holder is not
expected to receive distributions.  It may receive distributions if
additional funds remain after fully satisfying all claims.  The
equity holder is deemed to reject the Plan.  Estimated recovery:
0%

  -- Class 8: Remaining Equity Interests.  Holders of remaining
equity interests may receive distributions if additional funds
remain after fully satisfying all claims.

A copy of the Disclosure Statement is available for free at:

         http://bankrupt.com/misc/ASR_2401_DS_Dansk.pdf

                     Noteholder, Owner Object

JPMCC 2006-LDP7 Office 2401, LLC, the holder of secured claims
against ASR 2401 Fountainview, LP and unsecured claims against ASR
2401 Fountainview, LLC, asks the Court to deny approval of the
disclosure statement explaining Dansk's plan.

According to JPMCC, based on the record before the Bankruptcy
Court, the Disclosure Statement fails to meet the requirements of
Sec. 1125(a) of the Bankruptcy Code because it: (i) fails to
identify the Liquidating Trustee and the terms of his/her
compensation; (ii) fails to provide any market analysis supporting
the proposed Purchase Amount; (iii) fails to reflect that the
Claims alleged by Dansk and Petrochem Development I, LLC --
Petrochem and Dansk are the "Alleged Lienholders" -- are disputed;
(iv) fails to set forth to what Claims the Liquidating Trustee may
object and the basis for such objections; (v) fails to describe the
requirements for a "reasonably satisfactory" Confirmation Order;
(vi) fails to set forth a deadline for filing post-petition Claims;
and, (vii) fails to set forth the pertinent Plan solicitation
procedures," Sean B. Davis, Esq., at WINSTEAD PC, tells the Court.

"Additionally, the Disclosure Statement should not be approved
because it describes a Plan that cannot be confirmed. The Plan
described in the Disclosure Statement is facially unconfirmable
because it: (i) fails to provide for Noteholder's right to credit
bid in any sale of 2401 Fountainview and any ancillary property as
required by § 363(k) of the Bankruptcy Code; (ii) seeks to grant
the Debtors a discharge in violation of Sec. 1141(d)(3) of the
Bankruptcy Code; and, (iii) provides for non-consensual injunctions
in favor of non-Debtor third parties in violation of Sec. 524(e) of
the Bankruptcy Code."

In sum, JPMCC believes that the Disclosure Statement is deficient
and the Plan is fatally flawed.  According to JPMCC, continuing to
consider any hopeless attempts to reorganize these SARE cases will
only needlessly prolong the Debtors' aimlessly languishing in
chapter 11.

Preferred Income Partners IV, LLC is also asking the Bankruptcy
Court to deny approval of the Disclosure Statement unless Dansk
provides adequate information as to the existence of a legitimate
dispute regarding the validity of Dansk and Petrochem's status as a
secured creditor.  PIP notes that the partnership agreement and the
loan agreement with GMAC, predecessor to JPMCC, prohibit incurring
the indebtedness claimed by Dansk and Petrochem.

                           About ASR 2401

ASR 2401 Fountainview, LP, owns and operates a ten story office
building located at 2401 Fountainview, Houston, Texas 77057 ("2401
Fountainview").  2401 Fountainview was purchased in February 2006.
The property is located at the southeast corner of Burgoyne Road
and Fountainview Drive.  The land contains approximately 3.5789
acres or 155,897 square feet.  The office building contains
approximately 179,726 square feet of net rentable space.

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014.  Each debtor estimated assets and
debt of $10 million to $50 million.

The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.

By an agreed order entered Jan. 6, 2015, Preferred Income Partners
IV, LLC, the limited partner of the LP Debtor, was allowed to
assume operational control with respect to the operation and
management of 2401 Fountainview, and the LP Debtor was authorized
to retain Jetall Companies, Inc. to manage the property.

JPMCC 2006-LDP7 Office, 2401, LLC, has a secured claim on account
of a $12,750,000 loan to the Debtor to finance the purchase of 2401
Fountainview.  Petrochem Development I, LLC, and Dansk ASR
Investment, LLC, also assert secured claims against the Debtors but
the Debtors are objecting to their claims.

The Debtors and Dansk have submitted competing Chapter 11 plans for
the Debtors.

Dansk is represented by:

         Julia A. Cook, Esq.
         Jeffrey M. Hirsch, Esq.
         Schlanger, Silver, Barg & Paine, LLP
         109 North Post Oak Lane, Suite 300
         Houston, TX 77024
         Tel: 713-785-1700
         Fax: 713-785-2091
         E-mail: jcook@ssbplaw.com
                 jhirsch@ssbplaw.com

JPMCC's attorneys can be reached at:

         Sean B. Davis, Esq.
         Joseph G. Epstein, Esq.
         WINSTEAD PC
         1100 JPMorgan Chase Tower
         600 Travis Street
         Houston, TX 77002
         Tel: (713) 650-8400
         Fax: (713) 650-2400

Preferred Income Partners IV, LLC, is represented by:

         Harold N. May, Esq.
         HAROLD "HAP" MAY, PC
         Two Riverway, 15th floor
         Houston, TX 77056
         E-mail: hapmay@outlook.com


BERNARD L. MADOFF: 2nd Circ. Partially Revives Feeder Fund Suit
---------------------------------------------------------------
Law360 reported that the Second Circuit revived certain portions of
a putative class action brought by investors who allege a group of
managers, consultants, advisers, auditors and administrators
mismanaged the funds they fed into Bernie Madoff's Ponzi scheme.

According to the report, a three-judge panel for the appellate
court found that a lower court improperly tossed the entire
complaint of 28 class action claims in 2011 when it found that some
of them were precluded by the Securities Litigation Uniform
Standards Act.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation
of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  The fifth pro
rata interim distribution slated of Jan. 15, 2015, totaled $322
million, and brought the amount distributed to eligible claimants
to $7.2 billion, which includes more than $823 million in advances
committed to the SIPA Trustee for distribution to allowed
claimants
by the SIPC.

As of Nov. 30, 2014, the SIPA Trustee has recovered or reached
agreements to recover approximately $10.5 billion since his
appointment in December 2008.


BOMBARDIER RECREATIONAL: Moody's Ups CFR to Ba3, Outlook Positive
-----------------------------------------------------------------
Moody's Investors Service upgraded Bombardier Recreational Products
Inc.'s corporate family rating to Ba3 from B1, probability of
default rating to Ba3-PD from B1-PD, senior secured revolving
credit facility rating to Baa3 from Ba1, and senior secured term
loan rating to Ba3 from B1, and affirmed the company's SGL-2
speculative grade liquidity rating. BRP's ratings outlook remains
positive.

"The upgrade reflects BRP's good operating performance and strong
credit metrics", says Peter Adu, Moody's lead analyst for BRP.

Ratings Upgraded:

  -- Corporate Family Rating, to Ba3 from B1

  -- Probability of Default Rating, to Ba3-PD from B1-PD

  -- US$350 million secured revolving credit facility due May
     2018, to Baa3 (LGD1) from Ba1(LGD 1)

  -- US$792 million secured term loan due January 2019, to Ba3
     (LGD3) from B1 (LGD3)

  -- Rating Affirmed:

  -- Speculative Grade Liquidity, SGL-2

Outlook:

  -- Remains Positive

BRP's Ba3 CFR primarily reflects its good market positions and
well-recognized global brands, solid key credit metrics (adjusted
Debt/EBITDA of 3.2x, EBIT/Interest of 4.2x and RCF/Net Debt of
25%), efficient management of dealer inventory levels, demonstrated
ability to successfully launch new products, and a public long-term
leverage target that will provide cushion during times of volatile
earnings. These attributes are mitigated by the cyclical demand for
the company's high-priced, discretionary products and the inherent
volatility in its earnings. Macroeconomic conditions influence
demand for the company's products and the rating assumes only
modest volume growth into the medium term due to volatile consumer
confidence. However, further penetration of established products
and new product introductions should drive modest EBITDA growth and
enable leverage to be maintained below 3x through the next 12 to 18
months. The rating also assumes that debt-funded dividends will not
occur.

BRP has good liquidity (SGL-2), supported by cash of C$232 million
at Q4/15 (January 2015), C$344 million of availability under its
C$350 million revolver due in May 2018, Moody's expectation for
annual free cash flow above C$180 million and lack of scheduled
term loan repayments through 2019. BRP does not have to comply with
any financial covenant unless its revolver availability falls below
C$100 million for 7 consecutive days, to which it will have to meet
a minimum fixed charge coverage of 1.1x. Moody's does not expect
this covenant to be restrictive for the foreseeable future.

The positive outlook reflects the potential for a ratings upgrade
within the next 12 to 18 months given the strength in BRP's
business profile and expectations for further improvement in credit
metrics.

The rating would be upgraded if BRP maintained strong liquidity and
sustained adjusted Debt/EBITDA towards 2.5x and EBIT/Interest above
4.5x. The rating could be downgraded should earnings shortfall
result in adjusted Debt/EBITDA being sustained towards 4x and
EBIT/Interest below 2.5x. The rating could also be downgraded if
BRP engages in a debt-funded distribution to its owners or if its
liquidity position deteriorates.

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.

Bombardier Recreational Products Inc. is a global manufacturer of
motorized recreational products. Revenue for the fiscal year ended
January 31, 2015 was $3.5 billion. The company is headquartered in
Valcourt, Quebec, Canada.


BPZ RESOURCES: NYSE to Delist Shares Effective May 11
-----------------------------------------------------
New York Stock Exchange LLC notified the Securities and Exchange
Commission of its intention to remove the entire class of common
stock of BPZ Resources, Inc. from listing and registration on the
Exchange at the opening of business on May 11, 2015 pursuant to the
provisions of Rule 12d2-2(b), because, in the opinion of the
Exchange, the Common Stock is no longer suitable for continued
listing and trading on the Exchange.

NYSE Regulation reached its decision to delist the Common Stock
pursuant to Section 802.01D of the Listed Company Manual because of
the 'abnormally low' trading price. In addition, the Company
previously fell below the NYSE's continued listing standard in
Section 802.01C of the Manual requiring listed companies to
maintain an average closing price per share of not less than $1.00
over a consecutive 30 trading day period.

     1. Section 802.01D of the Manual states that the Exchange
would normally give consideration to suspending or removing from
the list a security of a company when it has an abnormally low
selling price or volume of trading.

     2. NYSE Regulation, on March 2, 2015, determined that the
Common Stock of the Company should be suspended immediately from
trading, and directed the preparation and filing with the SEC of
this application for the removal of the Common Stock from listing
and registration on the Exchange. The Company was notified by phone
on March 2, 2015 and by letter on March 3, 2015.

     3. Pursuant to the authorization, a press release was issued
on March 2, 2015 and an announcement was made on the 'ticker' of
the Exchange immediately and at the close of the trading session on
March 2, 2015 of the suspension of trading in the Common Stock.
Similar information was included on the Exchange's website.

     4. The Company had a right to appeal to the Committee for
Review (the 'Committee') of the Board of Directors of NYSE
Regulation the determination to delist the Common Stock, provided
that it filed a written request for such a review with the
Secretary of the Exchange within ten business days of receiving
notice of the delisting determination. The Company did not file
such request within the specified time period. Consequently, all
conditions precedent under SEC Rule 12d2-2(b) to the filing of this
application have been satisfied.

                        About BPZ Resources

BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ    
Resources, Inc., under ticker symbol BPZ on the New York Stock
Exchange and the Bolsa de Valores in Lima, is an independent oil
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru.  BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes,
Peru, and Quito, Ecuador.

BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015.  The case is
pending before the Honorable David R. Jones.

The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.

The Debtor disclosed total assets of $364 million and debt of $275
million.


BRAESIDE GOLF: United Bank Acquires Property, Selling it for $965K
------------------------------------------------------------------
Jim Harger at Mlive.com reports that Amicus Management, on behalf
of United Bank, is selling the Braeside Golf Course for $965,000 by
Amicus Management.  United Bank took possession of the property in
bankruptcy court in April 2015, Mlive.com recalls.

According to Mlive.com, the 18-hole course is being marketed as a
potential housing development.  Mlive.com quoted Amicus Management
project director  Kent Carpenter as saying, "The appraisal company
confirmed what we thought about the property -- its best use as
vacant land is for residential development."

Braeside Golf Course is a 116-acre parcel in West Michigan.  It
includes a 35-year-old clubhouse, a caddy shack, two pole barns and
a three-bedroom house that was built in 1978, according to the
listing.  It opened as Courtland Hills Golf Club in 1980.

Jim Harger at Mlive.com says that the course operated under Chapter
11 bankruptcy in 2014, its second bankruptcy.  The report recalls
that the state Treasury Department officials closed the course in
2001 for non-payment of taxes, which led to a Chapter 11 bankruptcy
filing.


BRAND ENERGY: Bank Debt Trades at 1% Off
----------------------------------------
Participations in a syndicated loan under which Brand Energy &
Infrastructure Services is a borrower traded in the secondary
market at 98.91 cents-on-the- dollar during the week ended Friday,
May 1, 2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.16 percentage points from the previous week, The
Journal relates.  Brand Energy pays 375 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Nov. 12, 2020,
and carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 257 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.



CAESARS ENTERTAINMENT: Examiner Nears Deal on Creditors' Probe
--------------------------------------------------------------
Joseph Checkler, writing for the Daily Bankruptcy Review, reported
that Richard Davis, the independent examiner in Caesars
Entertainment Operating Co., moved closer to a deal with creditors
on how the parties will conduct their investigations into
pre-bankruptcy transactions the casino giant's largest unit made
with its parent company.

According to the DBR report, Mr. Davis had said in court that he
didn't want creditors to be able to conduct their interviews until
he was done with his.  He also said he was concerned with
creditors' request to be present when he interviews witnesses for
his probe, the DBR report related.

Law360 previously reported that CEOC said in a filing with the U.S.
Securities and Exchange Commission that there will be no
restructuring deal between CEOC and its mission-critical bank
lenders after a key proposal drove a $33 million wedge between the
bankrupt casino company and banks such as Credit Suisse.

According to Law360, Caesars said that it had offered to pay $75
million in upfront interest in exchange for a 20 percent break on
2015 interest, but banks wanted $108 million.  The troubled casino
company said it thought that an agreement had been reached on March
28 that provided for seven years' worth of fixed rent, a $125
million payment, 80 cents on the dollar for expected interest
payments in 2015 and a 25-basis-point increase in interest payments
after that, Law360 related.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015.  The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.

                         *     *     *

The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings
(IDR) and issue ratings of Caesars Entertainment Operating Company
(CEOC).  These actions follow CEOC's Chapter 11 filing on Jan. 15,
2015.  Accordingly, Fitch will no longer provide ratings or
analytical coverage for CEOC.

In addition, Fitch has affirmed the IDR and issue rating of
Chester
Downs and Marina LLC (Chester Downs) and the ratings have been
simultaneously withdrawn for business reasons.


CAESARS ENTERTAINMENT: Gets Final Approval to Use Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court authorized, on a final basis, Caesars
Entertainment Operating Company, Inc., et al., to use of cash
collateral in which prepetition secured agents and prepetition
secured creditors assert an interest.  Objections were resolved.

Credit Suisse AG, Cayman Islands Branch, serves as administrative
and collateral agent (the First Lien Credit Agent), and the
lenders.  Escrow Issuers, CEC and U.S. Bank, National Association,
serves as indenture trustee under the Second Lien Notes Indentures
and collateral agent, and any successors.

The Debtors would use the cash collateral for working capital and
general corporate purposes, including the renewal, replacement, and
extension of existing letters of credit, or issuance of new letters
of credit, in the ordinary course of business, to pay costs
associated with the Debtors' restructuring, in each case, for the
purposes identified in the controlling budget, subject to the terms
of the final order.

As adequate protection from any diminution in value of the lenders'
collateral, the Debtor will provide the Prepetition Secured Agents
and Prepetition Secured Creditors replacement liens, superpriority
administrative claims status, subject to carve out; and adequate
protection payments.

In addition, by Dec. 31, 2015, the Debtors will have delivered a
monthly budget, forecasting the 12-month period commencing on Jan.
1, 2016, and a line item for total available cash for such 12-month
period.

A copy of the order is available for free at:

http://bankrupt.com/misc/CAESARSENTERTAINMENT_988_cashcollord.pdf

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated
as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015.  The bondholders are represented
by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.



CALIFORNIA COMMUNITY: Can Use California Bank’s Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court entered an order authorizing California
Community Collaborative Inc.'s continued use of rents collected
from the real property to pay administrative expenses and operating
expenses in the ordinary course of business.

The Debtor is permitted to use the cash collateral of California
Bank& Trust, N.A., and San Bernardino County Treasurer and Tax
Collector, in accordance with the budget, within a 10% variance.

As form of adequate protection to the interest in the real property
asserted by the Bank, beginning with payment due for March 2015,
and continuing until otherwise ordered by the Court, the Debtors'
monthly payments to the Bank will be in the amount of $43,083.

                      About California Community

California Community Collaborative filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Cal. Case No. 14-26351) on June 17, 2014.
Merrell G. Schexnydre, the company's president, signed the
petition.  The Debtor estimated assets of at least $10 million and
liabilities of $1 million to $10 million.  The Debtor is
represented by Meegan, Hanschu & Kassenbrock.  Judge Christopher
M. Klein presides over the case.  On Jan. 14, 2014, Kristina M.
Johnson was appointed the Chapter 11 trustee.




CANDAX ENERGY: Gets One-Month Extension on Senior Facility Waiver
-----------------------------------------------------------------
Candax Energy Inc., a company focused on mature oil field
development in Tunisia, on May 1 disclosed that it has obtained
from Geofinance NV, major debtholder and shareholder of the
Company, an extension of one month on the waiver granted on January
29, 2015.

By additional waiver and amendment letter signed on April 30, 2015,
the Company has obtained from the lender an agreement to amend the
Senior Facility Agreement and not to seek any remedy under the
Facility Agreement in respect of the $3.5 million unpaid amount
until June 01, 2015, or earlier in specific circumstances. A copy
of the amendment and waiver letter will be filed publicly by the
Company and available on SEDAR.

The Company has initiated discussions with third parties to
implement strategic and financial alternatives and now needs more
time to continue these discussions.  "The support of our lender and
majority shareholder is key during this period of discussions,"
commented Candax Chairman and CEO, Benoit Debray.


CENTURY ARMS: Deal to Sell Townhomes to Mark Haak for $1.2M Fails
-----------------------------------------------------------------
Proposed buyer Mark Haak failed to close the deal to acquire
Century Arms Townhomes LLC's Century Townhomes for $1.2 million due
to an unexpected family matter, Joyce Gannon at Pittsburgh
Post-Gazette reports, citing Jeffrey Sikirica, trustee in the
Company's bankruptcy case that has since been converted to a
Chapter 7 liquidation.

The Post-Gazette relates that U.S. Bankruptcy Judge Gregory
Taddonio said mortgage creditors, city and school authorities and
others owed money by the Company could attempt another round of
mediation to resolve who should take over the complex.

According to The Post-Gazette, Scott Hare, Esq., an attorney for
Equity Indexed Managed Fund, one of the lenders from which the
Company's principal, David Geisler, secured a total $2 million in
financing to buy the townhomes in 2012, requested approval for
further mediation because, "I have in mind a pathway to get
everyone to a positive result," which could include converting the
Company's bankruptcy case back to Chapter 11.

                        About Century Arms

Century Arms Townhomes LLC, based in Pittsburgh, Pennsylvania,
filed for Chapter 11 bankruptcy (Bankr. W.D. Pa. Case No. 14-
22349) on June 9, 2014.

Creditors and parties-in-interest include Equity Indexed Managed
Fund, LLC; WJA Secure Real Estate Fund, LLC; Century Arms Townhome
Association, LLC; City of Clairton; Clairton School District;
Allegheny County, Pennsylvania; PA American Water; and Clairton
Municipal Authority.


CEVA GROUP: 2021 Bank Debt Trades at 6.5% Off
---------------------------------------------
Participations in a syndicated loan under which Ceva Group is a
borrower traded in the secondary market at 93.55 cents-on-the-
dollar during the week ended Friday, May 1, 2015, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.35
percentage points from the previous week, The Journal relates.
Ceva Group pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 13, 2021, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 257 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.



CHESAPEAKE ENERGY: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Chesapeake Energy Corp. to negative from stable.

At the same time, S&P affirmed its 'BB+' corporate credit rating on
Chesapeake and S&P's 'BB+' issue-level rating on the company's
senior unsecured debt.  The recovery rating on the debt remains
'3', which indicates S&P's expectation for a meaningful (50% to
70%; lower half of the range) recovery if a default occurs.  In
addition, S&P affirmed its 'B+' issue rating on Chesapeake's
preferred stock.

"The negative outlook reflects the potential for a downgrade over
the next 12 months if financial performance continues to weaken,
such that we expect average FFO to debt to fall below 12%," said
Standard & Poor's credit analyst Paul Harvey.

The outlook revision to negative from stable reflects the impact of
the implementation of our revised price assumptions: natural gas of
$2.75 per million Btu (mmBtu) in 2015, $3.25/mmBtu in 2016, and
$3.50/mmBtu in 2017.  S&P's West Texas Intermediate (WTI) crude oil
price assumptions remain relatively unchanged at $50/barrel (bbl)
in 2015, $60/bbl in 2016, and $70/bbl in 2017. Under these price
assumptions, S&P expects average FFO/debt to be 14% to 15% through
2017 and average debt to EBITDA to be 5x to 5.5x.  S&P notes that
Chesapeake's financial risk profile remains "aggressive" despite
weakening core ratios because the potential for such volatility is
reflected in this assessment.

S&P assess Chesapeake's business risk profile as "satisfactory."
Chesapeake is one of the largest producers of natural gas, crude
oil, and natural gas liquids (NGL) in the U.S.  S&P continues to
assess Chesapeake's financial risk profile as "aggressive."  S&P
assess Chesapeake's liquidity as "adequate."

S&P could lower ratings if it expects FFO to debt to be sustained
below 12%.  Such an event could occur if S&P lowers its medium- and
long-term price assumptions from current levels under its base case
assumptions.  Additionally, if Chesapeake were to pursue
debt-financed transactions without a commensurate improvement in
operating cash flows, S&P could lower ratings.

S&P could stabilize the ratings if it expects FFO to debt and debt
to EBITDA to remain comfortably within the "aggressive" financial
risk category.  This would likely occur in conjunction with
improving price assumptions, such as crude oil between $60/bbl and
$70/bbl, and natural gas above $3.00 per mmBtu.



CNG HOLDINGS: Moody's Affirms Caa1 CFR, Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed CNG Holdings, Inc.'s corporate
family and senior secured ratings at Caa1 and revised the outlook
to Stable from Negative.

The rating action reflects stabilizing earnings trends at CNG with
the restructuring of the UK business being consummated as planned,
as well as the improving performance at CNG's specialty finance
business WhyNotLeasing, LLC ("WNL").

In 2014, CNG incurred over $50 million of restructuring costs and
impairment charges resulting from the suspension of its lending
activities in the UK due to its inability at that time to comply
with the requirements imposed by its new regulator Financial
Conduct Authority (FCA). With more than 300 store closures in the
UK completed in 2014, CNG's 114 company-owned stores at year-end
are currently providing only non-lending products and services. CNG
intends to resume its lending activities in the UK later this year,
provided that it is able to obtain a lending license from the FCA
and that the new lending products, compliant with the FCA
regulations, will allow it to earn acceptable returns.

CNG's specialty finance business WNL has reported improving
performance due to the enhanced underwriting process and, as a
result, lower loss rates in its recent originations.

CNG's ratings could be upgraded if its profitability substantially
improves and if WNL lessens its revenue reliance on Sears Holdings
(Caa1 negative), which currently accounts for 50% of its revenue.
Ratings could be downgraded if WNL's financial performance
substantially deteriorates, potentially resulting in significant
weakening of CNG's overall profitability. Further, a legislative
action that would severely impact CNG's franchise positioning and
profitability in the US could also have negative rating
implications.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


COMMUNITY CHOICE: Moody's Places B3 CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed Community Choice Financial, Inc.'s
("CCFI") B3 corporate family and senior secured debt ratings on
Review for Downgrade.

The rating action reflects CCFI's deteriorating profitability and
weakening funding profile. Specifically, CCFI's profitability has
been negatively impacted by high credit costs, which were driven by
a rapid expansion of its internet portfolio in recent periods. At
the same time, CCFI's funding profile has weakened, as evidenced by
the refinancing of the revolving credit facility at disadvantageous
terms. The stringent terms of the new facility and a high interest
rate indicate more restricted access to external financing for
CCFI.

During the review period, Moody's will assess the company's
strategy for returning to profitability in light of continued
expansion of online lending associated with very high credit costs,
as well as increased interest expense on the revolving facility,
and cash-checking revenue pressures resulting from proliferation of
electronic services.

Ratings will be downgraded if Moody's concludes that CCFI's
profitability will not materially improve in the next few quarters.
Ratings could be confirmed if the company demonstrates a clear
strategy on returning to profitability in the next few quarters, in
conjunction with having adequate liquidity.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


COMSTOCK RESOURCES: S&P Lowers CCR to 'B-', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oil and gas exploration and production company Comstock
Resources Inc. to 'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'B' from 'B+'.  The '2' recovery
rating is unchanged, indicating S&P's expectation of substantial
(70% to 90%; lower half of range) recovery for creditors in the
event of a payment default.  S&P also lowered the issue-level
rating on the company's senior unsecured debt to 'CCC' from 'CCC+'.
The '6' recovery rating is unchanged, indicating S&P's expectation
of negligible (0% to 10%) recovery for creditors in the event of a
payment default.

"The downgrade reflects our reduced oil and natural gas price
assumptions and our reduced estimates for Comstock's EBITDA and
cash flows in 2015 and 2016," said Standard & Poor's credit analyst
John Rogers.  "We now expect adjusted funds from operations to debt
to remain below 12% through 2016, with debt to EBITDA above 5x," he
added.

The ratings on Comstock Resources Inc. reflect S&P's assessments of
the company's "vulnerable" business risk, "highly leveraged"
financial risk, and "adequate" liquidity.  S&P based these
assessments on its view of Comstock's small proven reserve base,
limited geographic diversity, unhedged production, low cost
structure, and historically conservative financial policy.

The stable outlook reflects S&P's view that the company's leverage
will improve starting in 2017 and liquidity will remain
"adequate."

S&P could lower the rating if it expected Comstock's FFO to debt to
remain well below 12%, approaching levels S&P views as
unsustainable, or if liquidity deteriorated.  S&P believes such a
scenario would incorporate natural gas prices averaging
significantly lower than S&P's current base case assumptions and if
the company did not further reduce capital spending.

S&P could consider an upgrade if the company improved its FFO/debt
back above 12% for a sustained period.  This would most likely
occur with an increase in commodity prices and a successful
extended lateral drilling program in the Haynesville shale play.

Comstock is an independent oil and gas E&P company that operates
primarily onshore in Texas and Louisiana.



COUNTRY STONE: Debtors Change Name After Assets Sale
----------------------------------------------------
U.S. Bankruptcy Judge Thomas L. Perkins authorized the corporate
name change for Country Stone Holdings, Inc., et al.  The Debtors
were authorized to file appropriate amendments with the appropriate
government agencies in their jurisdictions of formation and
incorporation and to change their corporate names as:

   Country Stone Holdings, Inc. to Old CSH, Inc.
   Country Stone and Soil of Wisconsin, Inc. to Old CS&SW, Inc.
   Country Stone, Inc. to Old CS, Inc.
   Fort Wayne Landscape Supply, Inc. to Old FWLS, Inc.
   Green Thumb of Indiana, L.L.C. to Old GTI, LLC
   Infinity Fertilizers, Inc. to Old IF, Inc.
   Infinity Lawn and Garden, Inc. to Old IL&G, Inc.
   Infinity Seed, Inc. to Old IS, Inc.
   Millburn Peat Company, Inc. to Old MPC, Inc.
   Quad City Express, Inc. to Old QCE, Inc.
   R&D Concrete Products of Indiana, Inc. to Old R&DCPI, Inc.
   R&D Concrete of Wisconsin, Inc. to Old R&DCW, Inc.
   R&D Concrete Products, Inc. to Old R&DP, Inc.
   Rock Island Contractors, Inc. to Old RIC, Inc.
   Wilhelm Sand & Gravel, Inc. to Old WS&G, Inc.
   Country Stone & Soil, Inc. to Old CS&S, Inc.
   Country Stone and Soil of Minnesota, Inc. to Old CS&SM, Inc.

                      About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.  The bankruptcy
cases are assigned to Judge Thomas L. Perkins.

Country Stone disclosed $45 million in liabilities.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.

                          *     *     *

In January 2015, the bankruptcy judge approved the sale of Country
Stone's assets to Hyponex Corp. and Techo-Bloc Inc. for a combined
purchase price of at least $29 million.  An auction was held on
Dec. 17 at which Hyponex and Techno-Bloc made the highest bids
beating the so-called stalking horse, Quikrete Holdings Inc., which
offered an initial price of $20 million for almost all the assets.


The Debtors, First Midwest Bank and the Official Committee of
Unsecured Creditors entered into a court-approved stipulation
extending until April 24, 2015, the investigation period pursuant
to the Court's final DIP financing order.



CRANBERRY RE 2015-1: Fitch Gives 'Bsf' Rating to Rate Notes
-----------------------------------------------------------
Fitch Ratings has assigned a 'Bsf' rating to the series 2015-1
class A Principal At-Risk Variable Rate Notes issued by Cranberry
Re Ltd, a registered special purpose insurer in Bermuda as
follows:

   -- $300,000,000 Principal at Risk Variable Rate Notes;
      scheduled redemption date of July 6, 2018.

The Rating Outlook is Stable

TRANSACTION SUMMARY

The notes are exposed to insured property losses caused by 'named
storms', 'severe thunderstorms' and 'winter storms' on an annual
aggregate basis using an indemnity trigger, from Subject Business
written by the Massachusetts Property Insurance Underwriting
Association (MPIUA, also known as the MA FAIR Plan). The subject
business covers solely the state of Massachusetts representing a
total insured value of $97.5 billion or a 12% market share (based
on 2013 premium). The subject business consists of homeowners (91%)
and dwelling coverage (9%) with very minimal commercial coverage
(


CREDITCORP: Moody's Affirms 'B3' CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed Creditcorp's B3 corporate family
and senior secured ratings. The outlook is stable.

The affirmation reflects the Creditcorp's solid profitability with
2.5% of return on average assets in 2014, improved leverage, and
strong capital position with a 17 % tangible common equity to
tangible assets ratio which compares favorably to its rated peers
which typically maintain negative tangible common equity. In
addition, Creditcorp has solid franchise positioning in the U.S.
Going forward, the company plans to expand its title lending
business, which accounted for 23.6% of total revenues in 2014 up
from 18% in the prior year. Moody's view management's focus on
title loans to be conservative and prudent in light of the
increasing scrutiny on payday lending.

Balancing these positives is a concentration in payday lending,
which is under significant regulatory scrutiny at the federal,
state and local levels. Moody's notes that as the company continues
to diversify its source of revenues, payday lending accounted for
50.3% of the company's revenues in 2014 down from 55.1% in the
prior year. Other rating constrains include Creditcorp's lack of
independent board and sizable dividends well in excess of earnings,
though not in 2014.

The rating outlook is stable based on Moody's view that Creditcorp
will be able to maintain profitability and adequate debt service
capability while diversifying its source of revenues.

Positive rating action could materialize if the company
meaningfully increased product diversification while maintaining
debt service and leverage metrics.

Negative rating pressure could develop if there is material
deterioration in profitability, debt service, and leverage metrics.
Further, the ratings could be downgraded in case of a new
regulation that may adversely impact the company's business.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


CROWN CASTLE: Fitch's 'BB' Rating Unaffected by Planned Buyout
--------------------------------------------------------------
Fitch Ratings believes Crown Castle International Corp.'s (Crown)
proposed acquisition of Quanta Fiber Networks, Inc. (Sunesys) for
$1 billion in cash will not affect its current 'BB' Issuer Default
Rating or Positive Rating Outlook.

Crown has agreed to acquire Sunesys, a wholly owned subsidiary of
Quanta Services, Inc., in a transaction expected to close by the
end of the year. Sunesys is a fiber services provider that owns or
has rights to nearly 10,000 miles of fiber in major metropolitan
areas. The business is expected to generate approximately $80
million to $85 million of gross margin and incur approximately $20
million in general and administrative expenses in the first year of
Crown's ownership. Strategically, the acquisition complements
Crown's rapidly growing small cell network business by providing
significant additional fiber for small cell deployments. On a pro
forma basis, Crown would own or have access to 16,000 miles of
fiber.

Fitch believes Crown intends to fund the transaction in a leverage
neutral manner, with the transaction funded at least in part
through proceeds from asset sales or equity financing. Crown is
currently exploring the sale of its 77.6% stake in CCAL, its
Australian subsidiary, but no agreement has been announced to
date.

Crown's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase over time as a result of new
lease-up opportunities, and the scale of its tower portfolio.
Crown's primary focus on the U.S. market, compared with seeking
growth in emerging markets, reduces operating risk. These factors
lend considerable stability to cash flows and lead to a lower
business risk profile than most typical corporate credits.

Crown's Rating Outlook is currently Positive, given progress made
on deleveraging following two major acquisitions of towers, or
rights to towers, since the end of 2012. These transactions include
the $2.5 billion T-Mobile transaction in 2012, which was largely
debt financed, and the $4.8 billion AT&T Inc. transaction in 2013,
which was primarily financed with equity. Fitch expects Crown's
2015 gross leverage to be in the low 5x area, which is within the
'BB+' range of Fitch's expectations for leverage for a tower
company with Crown's business and financial risk profile.

In December 2014, Crown began paying out a higher proportion of
cash flow to its shareholders as it increased its distribution to
$3.28 per share, or approximately $1.1 billion annually, from $1.40
per share, or approximately $470 million annually. The payout
represents an acceleration relative to previous expectations but
will slow future distribution growth. In addition, the change
reduces the rate at which net operating loss carryforwards are used
to manage required real estate investment trust (REIT)
distributions.

Crown has meaningful cash generation, balance sheet cash, revolving
credit facility availability and a favorable maturity schedule
relative to available liquidity. Cash, excluding restricted cash,
was $240 million as of March 31, 2015. For the latest 12 months
(LTM) ended March 31, 2015, FCF after dividends was approximately
$98 million. Crown spent $842 million on capital expenditures
during this period, of which approximately $90 million were
sustaining capital expenditures, with the balance discretionary in
nature.

CCOC had $1.37 billion available on its $2.23 billion senior
secured revolving credit facility as of March 31, 2015. The
revolving credit facility matures in November 2018. The financial
covenants within the credit agreement include a total net leverage
ratio of 5.5x, and consolidated interest coverage of 2.5x.

For 2015, Crown expects adjusted funds from operations of
approximately $1.45 billion. Crown's maturity profile is
manageable; in 2015, anticipated repayments for securitized debt
are expected under the terms of $250 million of tower revenue notes
and $254 million (face value) of WCP securitized notes. Crown
intends to offer new tower revenue notes to repay certain existing
tower notes and to raise proceeds for general corporate purposes.

RATING SENSITIVITIES

Positive: An upgrade is likely in the near term given expectations
for gross leverage to be in the low 5x range by the end of 2015.

Negative: Future developments potentially leading to a negative
rating action include an increase in leverage above 6x for a
protracted period of time due to an acquisition funded mostly by
debt, or a change in financial policy targeting higher leverage.


DENDREON CORP: Objects to Shareholders' Push for Committee
----------------------------------------------------------
Law360 reported that Dendreon Corp. urged a Delaware bankruptcy
judge to reject a call by shareholders for the formation of an
equity committee, saying such a group would only add needless costs
to a Chapter 11 process already nearing its end.

According to the report, Dendreon argued there was no point at this
late date to create a committee representing a constituency that is
out of the money by more than $100 million.  The current call for
an official equity committee is the second made by the so-called
Donahue Group, an ad hoc collection of Dendreon shareholders, whose
initial bid was by denied by the U.S. Trustee's Office in December,
the report noted.

                        About Dendreon Corp

With corporate headquarters in Seattle, Washington, Dendreon
Corporation, a biotechnology company focused on the development of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients.

Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially
available for the treatment of men with asymptomatic or minimally
symptomatic castrate-resistant (hormone-refractory) prostate
cancer
in April 2010.  Dendreon is traded on the NASDAQ Global Market
under the symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors
requested that their cases be jointly administered under Case No.
14-12515.  The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing
84% of the $620 million aggregate principal amount of the 2016
Notes.  The financial restructuring may take the form of a
stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and $664
million
in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.


DIAMOND RESORTS: Moody's Raises CFR to B1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded Diamond Resorts Corporation's
("DRC") Corporate Family Rating to B1 and Probability of Default
Rating to B1-PD. At the same time, Moody's assigned a Speculative
Grade Liquidity rating of SGL-1. The rating outlook remains
stable.

The upgrade to B1 reflects DRS's continued growth in vacation
ownership sales and hospitality and management services revenue
which lead to a notable growth in EBITDA and improved debt to
EBITDA to 4.2 times for fiscal 2014 from 4.7 times in fiscal 2013.
The upgrade also reflects Moody's expectation that DRC will be able
to generate ample vacation ownership interest ("VOI") sales from
its current approach of reacquiring VOI's from defaulted owners to
maintain credit metrics at these improved levels.

The assignment of the SGL-1 acknowledges Moody's expectation that
DRC will maintain a very good liquidity profile over the next
twelve months. DRC will have sufficient internal cash sources to
cover all of its upcoming cash obligations given its positive
working capital profile and limited capital spending plans. As of
December 31, 2014, the company had about $242 million of
unrestricted cash on its balance sheet and Moody's expects DRC will
be able to generate positive annual free cash flow going forward.
Additionally, outside of DRC's non-recourse securitization related
debt, the company is not subject to any material financial
covenants. DRC has a $25 million senior secured revolving credit
facility of which there were no outstanding borrowings as of
December 31, 2014.

The following ratings are upgraded:

  -- Corporate Family Rating to B1 from B2

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

  -- $25 million senior secured revolving credit facility due
     2019 to B1, LGD 3 from B2, LGD 3

  -- $445 million senior secured term loan due 2021 to B1, LGD 3
     from B2, LGD 3

The following rating is assigned:

  -- Speculative Grade Liquidity rating of SGL-1

DRC's B1 Corporate Family Rating reflects its modest scale in terms
of revenue, narrow focus on the timeshare segment of lodging, and
risks common to the timeshare business. Approximately 58% of DRC's
EBITDA is derived from vacation interest sales and financing. The
key risks of vacation interest sales and financing include the need
to extend credit to purchasers of vacation ownership intervals and
a dependence on the receivable securitization market so that
capital can be recycled and made available to support future sales
activity. DRC has a capital efficient business model that requires
limited capital expenditures as it heavily relies on purchasing VOI
from defaulted owners as its source of timeshare inventory.
Historically, DRC has had ample VOI inventory available to
repurchase from defaulted owners. However, the risk exists that the
level of defaults on VOI's may fall, pressuring DRC's inventory
sourcing.

Positive rating consideration is given to DRC's very good liquidity
and reasonable credit metrics with debt to EBITDA of 4.2 times and
EBIT to interest expense of 3.4 times. Positive ratings
consideration is also given to the favorable working capital
characteristics and relatively stable cash flow of DRC's
hospitality and management and member services business which
represented about 42% of DRC's consolidated EBITDA.

The stable outlook reflects DRC's concentration in the vacation
interest and financing segment which places limits on its rating.
The stable outlook also acknowledges that we expect DRC to
increases its borrowings to support its receivables portfolio and
that we expect it to maintain a very good liquidity profile.

Rating improvement is limited given DRC's relatively small size,
narrow business profile, and concentration in the vacation interest
and financing segment. Over the longer term, an upgrade could be
considered should DRC's earnings diversify away from the vacation
interest and financing segment and should debt to EBITDA remain
below 3 .25 times.

Ratings could be lowered if DRC's earnings were to fall or should
the company pursue a debt financed acquisition, dividend or share
repurchases such that its debt to EBITDA would be sustained above
5.0 times or EBITA to Interest Expense would remain below 2. 5
times.

Diamond Resorts Corporation is a wholly owned subsidiary of Diamond
Resorts International, Inc. Approximately 50% of Diamond Resorts
International is owned by its management, Guggenheim Capital LLC,
and Wellington Management Group. DRC is a timeshare business that
specializes in the sale of vacation ownership interests in the form
of points. Members receive an annual allotment of points and
through the membership club can use these points to stay at
destinations within DRC global network of 329 resorts and 4 cruise
itineraries. DRC also provides consumer financing of the purchase
of the vacation ownership interests and manages 93 resorts
worldwide. Revenues are about $844 million.

The principal methodology used in these ratings was Global Lodging
& Cruise Industry Rating Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


DIOCESE OF GALLUP: To Begin Mediation with Abuse Victims
--------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
bankruptcy judge has ordered the Roman Catholic Diocese of Gallup,
N.M., its insurance carriers and lawyers representing 58 alleged
sexual-abuse victims to begin mediation no later than July 15.

According to the report, Judge David Thuma, who oversees the
diocese’s bankruptcy proceedings, signed off on mediation at the
request of both alleged victims and the diocese, which stretches
across broad swaths of northern Arizona and New Mexico.

In advance of mediation, lawyers representing the diocese, insurers
and alleged victims have spent nearly a year and a half seeking out
victims, assessing the value of the diocese’s assets and
collecting evidence on the allegations of abuse and alleged
cover-up by diocesan officials, much of which is said to have taken
place decades ago, the report related.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.


DPX HOLDINGS: Moody's Rates Parent's PIK Toggle Debt at Caa2
------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the proposed
issuance of $500 million of senior PIK toggle notes by JLL/Delta
Pledgeco B.V., the parent holding company of DPx Holdings B.V.
(collectively DPx).  At the same time, Moody's affirmed DPx
Holdings B.V.'s B3 Corporate Family Rating and B3-PD Probability of
Default Rating. The rating outlook was changed to negative from
stable. The proceeds of the debt offering will be used to fund a
dividend to shareholders.

The negative outlook reflects the aggressive financial policies of
DPx's shareholders and the company's willingness to operate with
very high leverage. This is evidenced in the repeated re-leveraging
of the business over recent years via leveraged buy-out,
acquisitions and the proposed significant dividend payment. Moody's
estimates that debt to EBITDA for the last twelve months ended
January 31, 2015, pro forma for the debt-financed dividend, would
have been about 8.0 times. The negative outlook also reflects the
significant additional cash burden created by the proposed HoldCo
note issuance, in light of the company's consistently negative free
cash flow. Moody's will consider stabilizing the rating outlook if
the company achieves the expected synergies and free cash flow
turns positive for 2015.

Moody's also upgraded the ratings on DPx's senior secured term loan
and senior unsecured notes to reflect the change in the allocation
of debt in the capital structure. Namely the addition of $500
million of Holdco debt that is structurally subordinated to, and
will provide a layer of loss absorption ahead of, the debt at the
operating company in a distress scenario.

Rating assigned: (subject to Moody's review of final documents)

Issuer: JLL/Delta Pledgeco B.V.

  -- $500 million senior PIK toggle notes due 2020 at Caa2, LGD6

  -- Outlook: negative

Ratings affirmed at DPx Holdings, B.V.:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3-PD

  -- Ratings upgraded at DPx Holdings, B.V.:

  -- Senior secured credit facilities to B1, LGD3 from B2, LGD3

  -- Senior unsecured notes due 2022 to Caa1, LGD5 from Caa2,
     LGD5

  -- Outlook changed to negative from stable

DPx's B3 Corporate Family Rating reflects its high financial
leverage and negative free cash flow, in part due to incremental
interest expense from the dividend recap and continued costs
associated with integration and restructuring of the company. The
rating also reflects high execution risks associated with the
company's roll-up strategy through acquisitions. Moody's also
believes the company's earnings and cash flow are susceptible to
volatility due to its significant fixed cost structure and the
capital intensiveness of its business. The rating also incorporates
broader challenges in the contract manufacturing industry,
including on-going pricing pressure due to the highly fragmented
market and overcapacity in some technology platforms, such as
solid-dosage.

Supporting the rating is the company's large scale, enhanced
production capability and increased product offerings resulting
from business combinations, which are important differentiating
factors in the contract manufacturing organization (CMO) industry.
Moody's also recognizes the steady operating and financial
improvements achieved at DPx's legacy CMO business. The rating is
further supported by Moody's expectation that the demand for
contract manufacturing services will grow over the long-term.

Moody's could downgrade the ratings if the company is unable to
de-lever as expected from the existing level, or if free cash flow
remains negative (exclusive of unusual items such as severance).
Deterioration of liquidity for any reason would also lead to a
downgrade.

Moody's could upgrade the ratings if the company is able to
materially improve profitability, reduce earnings volatility and
sustain debt to EBITDA below 5.0 times. Moody's would also need to
gain comfort that the company can successfully integrate the DPP,
Gallus and Irix businesses and operate with sustained positive free
cash flow.

The principal methodology used in this rating 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.

DPx Holdings B.V. is a provider of commercial manufacturing and
pharmaceutical development services for branded and generic
prescription drugs to the pharmaceutical industry globally as well
as a provider of active pharmaceutical ingredients to large
biopharmas and crop protection and other chemical industries.


DPX HOLDINGS: PIK Notes Upsize No Impact on Moody's B3 CFR
----------------------------------------------------------
Moody's Investors Service said the increase in JLL/Delta Dutch
Pledgeco B.V.'s (the parent holding company of DPx Holdings B.V.,
collectively "DPx") senior PIK toggle notes from $500 million to
$550 million has no impact on the B3 Corporate Family Rating and
negative rating outlook. The debt ratings on senior secured
facilities of B1, senior unsecured notes of Caa1 and senior PIK
toggle notes of Caa2 also remain unchanged.

DPx Holdings B.V. is a leading provider of commercial manufacturing
and pharmaceutical development services for branded and generic
prescription drugs to the pharmaceutical industry globally as well
as a provider of active pharmaceutical ingredients to large
biopharmas and crop protection and other chemical industries.

The principal methodology used in this rating 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.


EAST JEFFERSON GENERAL: Moody's Cuts $161.6MM Bonds Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgrades East Jefferson General
Hospital's (EJGH) bond rating to Ba2 from Ba1 on $161.6 million of
outstanding bonds issued by the Jefferson Parish Hospital Service
District No. 2. The rating outlook remains negative.

The rating downgrade to Ba2 is based on EJGH's continued variable
operating performance and operating losses over several years as
well as failure to reach projected levels of performance for a
third year in a row. The downgrade also reflects the decline in
absolute unrestricted cash and investments. Furthermore, the
termination of the negotiations with a potential partner leaves
EJGH as one of the only remaining standalone hospitals in the metro
area.

EJGH's credit profile benefits from the hospital's leading market
share its primary service area (PSA), a conservative investment
allocation and all fixed rate debt, and future capital spending
that can be supported from unspent bond funds, which should allow
liquidity to stabilize.

The negative rating outlook is based on the continued losses in FY
2014 and the continued deterioration in balance sheet metrics. If
management is unable to improve performance and stabilize the
balance sheet in the near term the rating will likely be lowered.

What could make the rating go up:

- Materially improved and sustained operating performance

- Improved debt coverage metrics to a level appropriate for a
   higher rating category

- Stable balance sheet position

What could make the rating go down:

- Failure to improve operating performance above FY 2014 results

- Further weakening of liquidity position that dilutes cash-to-
   debt as well

- Incremental debt

EJGH is a 420-bed acute care hospital located in Metairie in
Jefferson Parish, LA on the East bank in metro New Orleans. The
hospital is a component unit of the Parrish and is reported in the
financials of the Parish. Affiliates of the hospital include: EJ
Physician group, EJ Surgical Center, Associated hospital services,
EJ Radiation Oncology, Gulf South Quality Network, EJ Medical
Alliance, EJGH physician orthopedic and general surgery
co-management companies and a PET scan facility.

The bonds are secured by a pledge of revenues as defined in the
bond documents and a mortgage on the land and improvements
constituting the hospital; a debt service reserve fund exists for
the Series 2011 bonds.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


EDMENTUM INC: Kirkland Steers Co. in $140M Restructuring Deal
-------------------------------------------------------------
Law360 reported that struggling private-equity-owned
education-technology company Edmentum has reached a deal with its
stakeholders to reduce debt and get a capital infusion that it
needs.

According to the report, the company, owned by PE firm Thoma Bravo
LLC, said its the deal will cut significant chunks out of its $231
million worth of first-lien debt and $140 million worth of
second-lien debt.  The second-lien creditors "will own
substantially all of the equity in the reorganized company,"
Edmentum said in a statement, the report cited.

                      *     *     *

As previously reported by The Troubled Company Reporter on April
24, 2015, Moody's Investors Service affirmed Edmentum's Caa1
corporate family rating and B2 ratings on the company's senior
secured credit facilities. Moody's downgraded Edmentum's
probability of default rating to Ca-PD from Caa1-PD and second lien
term loan rating to Ca from Caa3, reflecting the planned
restructuring of the capital structure. The rating outlook is
negative.

On April 20, 2015, Edmentum announced it reached an agreement with
its lenders to recapitalize its balance sheet and reduce debt. The
proposed transaction calls for a paydown of a portion of the
company's $231 million first lien debt, a substantial reduction in
the company's $140 million of second lien debt, and $35 million of
new capital from the company's second lien lenders. The second
lien
lenders will own substantially all of the equity in the
reorganized
company. Moody's will consider this debt for equity exchange as a
distressed exchange. As a result, Moody's will append Edmentum's
probability of default rating with an "/LD" designation at the
close of the debt exchange indicating limited default, which will
be removed after three business days.


ENDEAVOUR INTERNATIONAL: To Pursue Ch.11 Sale; Bids Due Aug. 4
--------------------------------------------------------------
Endeavour International Corporation and certain of its subsidiaries
on Nov. 17, 2014, filed with the Bankruptcy Court in Delaware a
proposed Joint Chapter 11 Plan of Reorganization and related
disclosure statement.  The Company later determined that as a
result of the decline in commodity prices, the Plan was not
feasible and that it would not continue to seek its confirmation.

On April 29, 2015, in light of the foregoing, the Company filed
with the Bankruptcy Court a motion to, among other things, approve
the sale of substantially all of the Company's U.S. oil and gas
assets and, in connection with that sale, establish bidding
procedures and an auction.

The Company also terminated the Restructuring Support Agreement,
dated as of October 10, 2014, entered into by the Debtors and
certain holders of their indebtedness, and withdrew the Plan, which
had been filed pursuant to the terms of the Restructuring Support
Agreement.

By the Sale Motion, the Debtors request entry of the Bid Procedures
Order, which will, among other things, establish the following
timeline:


     Deadline to Serve Sale Notice and
     Notice of                                 May 22, 2015

     Assumption and Assignment
     Sale Notice Publication Deadline          June 10, 2015

     Assumption and Assignment
     Objection Deadline                        June 10, 2015
                                               at 4:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Stalking Horse Bid Deadline               June 22, 2015 at
                                               5:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Stalking Horse Designation Deadline       July 8, 2015 at
                                               5:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Stalking Horse Objection Deadline         July 14, 2015 at
                                               4:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Stalking Horse Reply Deadline             July 17, 2015 at
                                               4:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Stalking Horse Hearing (if required)      July 21, 2015 at
                                               10:00 a.m.
                                               (prevailing
                                               Eastern Time)

     Stalking Horse Defect Notice Deadline     August 3, 2015 at
                                               5:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Bid Deadline                              August 4, 2015 at
                                               5:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Deadline to Notify Qualified Bidders      August 7, 2015 at
                                               5:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Auction (if required)                     August 11, 2015 at
                                               9:30 a.m.
                                               (prevailing
                                               Central Time)

     Deadline to Publish Auction Results       August 14, 2015

     Sale Objection Deadline                   August 18, 2015 at
                                               4:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Sale Reply Deadline                       August 24, 2015 at
                                               4:00 p.m.
                                               (prevailing
                                               Eastern Time)

     Sale Hearing                              August 26, 2015 at
                                               10:00 a.m.
                                               (prevailing
                                               Eastern Time)

In the sale motion, Endeavour explained that the Consensual
Restructuring was developed in an industry environment where oil
prices had remained relatively stable during the preceding four
years. Indeed, from early 2011 until shortly before the Petition
Date, the spot price for Brent Crude Oil had fluctuated between
roughly $100 and $115 a barrel. At the time the Debtors and
Consenting Creditors executed the Restructuring Support Agreement,
the spot price for Brent Crude Oil had dipped slightly to
approximately $90 a barrel.

With the Restructuring Support Agreement in hand, the Debtors filed
their chapter 11 cases on the Petition Date with a clear path
forward. The foundation for confirmation already laid, the Debtors
worked diligently to implement the Consensual Restructuring.
Unfortunately, since the Petition Date, the oil and gas industry
has faced significant economic headwinds. On the Petition Date,
Brent Crude Oil was trading at a price of $90.50 per barrel, and
U.K. Natural Gas was trading at $8.15 per million British Thermal
Units ("MMBTU"). Since the Petition Date, however, the price of
Brent Crude Oil has dropped significantly, closing at $64.80 as of
April 27, 2015. Likewise, the price of U.K. Natural Gas closed at
$6.75 per MMBTU as of the same date.

Because of the drop in oil and gas prices and its impact on the
business plan upon which the Restructuring Support Agreement was
premised, the Debtors decided to delay confirmation to consider the
implications of the continuing commodity price decline on the
Proposed Plan.  Thus, on February 3, 2015, less than a week before
the scheduled confirmation hearing, the Debtors adjourned the
confirmation hearing to a date to be determined to allow themselves
time to further evaluate the financial impact of the recent
industry downturn on the Debtors' business plan and the Proposed
Plan's confirmation prospects.

Following extended discussions with the Committee and certain
creditors regarding the impact of falling oil and gas prices on the
Restructuring Support Agreement, the Debtors have determined that
the Restructuring Support Agreement and Proposed Plan are no longer
feasible. Even if the Proposed Plan were to be confirmed, if oil
and gas prices remain at their current levels, the Debtors
anticipate that there could be a breach of their leverage ratio
covenant in the third quarter of 2015 under that certain Amended
and Restated Credit Agreement, dated as of September 30, 2014, by
and among Endeavour International Holding B.V., END Finco LLC,
Endeavour International Corporation, the Lenders Party thereto, and
Credit Suisse AG, Cayman Islands Branch (the "EEUK Term Loan"),
which would result in a default under the EEUK Term Loan and a
liquidity shortfall at the end of the fourth quarter of 2015.

In light of the potential covenant breaches, the Debtors began
evaluating in earnest alternatives to the Proposed Plan as early as
February. The Debtors have focused their initial efforts on those
creditor groups they believe are most capable and most likely to
assist in a restructuring of Endeavour's capital structure. The
Debtors first engaged in regular discussions with the advisors to
certain of the holders of the 12% Notes due March 2018 -- Ad Hoc
Group of First Priority Noteholders -- regarding the need to
address the potential covenant breaches under the EEUK Term Loan
facility.

In connection with those discussions, the Debtors worked with the
advisors to the Ad Hoc Group of First Priority Noteholders to
resolve open diligence questions and other issues. After several
weeks of continued discussions with the advisors to the Ad Hoc
Group of First Priority Noteholders, the Debtors also determined to
move forward concurrently with discussions with the advisors to
certain of the secured lenders under the EEUK Term Loan -- Ad Hoc
Group of EEUK Term Loan Lenders -- regarding a potential solution.


Since early March, the Debtors have participated in regular
discussions and meetings with the advisors to the Ad Hoc Group of
EEUK Term Loan Lenders regarding diligence and other issues and
have also met with the principals of the Ad Hoc Group of EEUK Term
Loan Lenders to discuss potential restructuring alternatives.

To date, however, the Debtors have been unable to formulate a
revised Restructuring Support Agreement. While the Debtors are
continuing to engage in discussions with certain creditor groups,
they have determined at this time to pursue a sale of their U.S.
assets while continuing to focus on alternatives regarding the
remainder of their capital structure.

Prior to filing the Sale Motion, the Debtors issued a notice to the
Consenting Creditors that the Debtors were exercising their right
to terminate the Restructuring Support Agreement under the terms
thereof. The Debtors have also determined to withdraw the Proposed
Plan, as they are no longer in a position to pursue the Proposed
Plan as contemplated by the Restructuring Support Agreement. The
only substantial continuing obligation under the Restructuring
Support Agreement is the reimbursement of reasonable professional
fees of various professionals; at this point, however, the Debtors
do not believe continuing reimbursements of such professional fees
is reasonable under the current circumstances, unless the Debtors
otherwise consent.

After evaluating different courses of action, the Debtors have
determined in their business judgment that a timely sale of all or
part of the Assets is in the best interests of the Debtors, their
estates and creditors, and all parties in interest under the
circumstances. A protracted chapter 11 case could, among other
things, permanently deplete the value of the Debtors' estates. The
Sale Transaction, on the other hand, will preserve and protect the
value of the Assets with the ultimate goal of maximizing the
benefit to the Debtors' estates and their stakeholders. In
furtherance of the same goal, certain non-Debtor affiliates are
exploring restructuring alternatives, including preparing for the
commencement of a separate marketing process in the U.K. for the
sale of substantially all of their U.K.-based oil and gas assets.

Objections, if any, to any Sale Transaction, including objections
to the Auction and the selection of any Successful Bidder or
Successful Bidders, must be filed by August 18, 2015 at 4:00 p.m.
(prevailing Eastern Time) and be served on:

     (i) the Office of the United States Trustee for the District
         of Delaware;

    (ii) the Debtors, c/o Endeavour Operating Corporation,
         811 Main Street, Suite 2100, Houston, TX 77002
         (Attn: Catherine Stubbs and David Baggett);

   (iii) counsel to the Debtors:

         WEIL, GOTSHAL & MANGES LLP
         767 Fifth Avenue
         New York, NY 10153
         Attn: Gary T. Holtzer, Esq.
               Stephen A. Youngman, Esq.

              - and -

         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Attn: Mark D. Collins, Esq.
         Zachary I. Shapiro, Esq.

    (iv) counsel to the Ad Hoc Group of EEUK Term Loan Lenders:

         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         Bank of America Tower
         New York, NY 10036
         Attn: Michael Stamer, Esq.
               Meredith Lahaie, Esq.

     (v) counsel to the Creditors' Committee

         THOMPSON & KNIGHT LLP
         One Arts Plaza
         1722 Routh Street, Suite 1300
         Dallas, TX 75201
         Attn: David M. Bennett, Esq.
               Cassandra Sepanik Shoemaker, Esq.

              - and -

         BAYARD, P.A.
         222 Delaware Avenue, Suite 900
         Wilmington, DE 19801
         Attn: Neil B. Glassman, Esq.
               Scott D. Cousins, Esq.
               Evan T. Miller, Esq.

    (vi) counsel to the Ad Hoc Group of Prepetition Priority
         Noteholders:

         MILBANK, TWEED, HADLEY & McCLOY LLP
         1 Chase Manhattan Plaza
         New York, NY 10005
         Attn: Dennis F. Dunne, Esq.
               Matthew S. Barr, Esq.
               Michael E. Comerford, Esq.

   (vii) counsel to certain of the holders of the 5.5%
         Convertible Senior Notes due 2016 and the 6.5%
         Convertible Senior Notes due 2016:

         BROWN RUDNICK LLP
         Seven Times Square
         New York, NY 10036
         Attn: Robert J. Stark, Esq.

  (viii) counsel to the holder of the 7.5% Guaranteed Convertible
         Bonds due 2016:

         ROPES & GRAY LLP
         1211 Avenue of the Americas
         New York, NY 10036
         Attn: Keith H. Wofford, Esq.

    (ix) if applicable, any Stalking Horse Purchaser selected by
         the Debtors.

                   About Endeavour International

Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
series c convertible preferred stock, and a $41.5 million
stockholders' deficit.

Endeavour Operating Corporation, in its schedules, disclosed
$808,358,297 in assets and $1,242,480,297 in liabilities as of the
Chapter 11 filing.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates.  The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A.  Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.

                        *     *     *

U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.

The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6).  The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.

The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, was adjourned to a date to be
determined.


ENERGY & EXPLORATION: Bank Debt Trades at 13% Off
-------------------------------------------------
Participations in a syndicated loan under which Energy &
Exploration Partners is a borrower traded in the secondary market
at 87.17 cents-on-the-dollar during the week ended Friday, May 1,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 1.17 percentage points from the previous week, The
Journal relates.  Energy & Exploration pays 675 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
14, 2019.  Moody's and Standard & Poor's did not give a rating to
the loan.  The loan is one of the biggest gainers and losers among
257 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


ENERGY FUTURE: Enoch Kever Okayed to Handle Legislative Matters
---------------------------------------------------------------
Energy Future Holdings Corp., et al., won approval from the
bankruptcy court to employ Enoch Kever to continue to represent as
their special counsel, nunc pro tunc March 1, 2015.

On April 9, the Debtors' counsel certified that other than the
informal response by the U.S. Trustee, the Debtors received no
other responses or objections in connection with the application
nor do any other objections thereto appear on the Bankruptcy
Court's docket in the Debtor's cases.  The proposed revised order
submitted by the Debtor resolves the informal responses the U.S
Trustee provided informal comments to the application.

As reported in the Troubled Company Reporter on April 14, 2015, the
Debtors have tapped Enoch Kever to represent the Debtors in
connection with certain regulatory and legislative matters that may
arise or be ongoing, contested cases, rule makings, advocacy, and
compliance counseling related to matters jurisdictional to the
Public Utility Commission of Texas, the Federal Energy Regulatory
Commission, and the Texas Commission on Environmental Quality as
well as the North American Electric Reliability Corporation's
Reliability Standards and the Electric Reliability Council of Texas
Protocols and Operating Guides.

The firm agreed to an annual base fee of $1,950,000 to be paid in
equal monthly installments of $162,000 for January through December
2015.  The specific allocation of monthly payments by the Debtors
are:

    Luminant                        $100,000
    EFH Corp.                        $50,000
    TXU Energy Retail Company LLC    $10,416
    4Change Energy Company            $2,083

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
    
                        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.


ENOVA INTERNATIONAL: Moody's Alters Outlook on B3 CFR to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Enova International, Inc.'s B3
corporate family and senior unsecured ratings and revised the
outlook to Stable from Negative.

The rating action reflects the company's solid credit fundamentals,
as well as its progress in establishing an independent franchise
after separation from its parent Cash America International, Inc.
in November 2014.

Enova's B3 corporate family rating continues to reflect the
company's strong market position in non-prime online lending sector
in the United States and the United Kingdom, as well as its strong
profitability relative to other payday lenders even after taking
into account an expected decline in earnings from the UK region due
to the regulatory changes. Notwithstanding Enova's relatively
strong credit profile, Moody's note that as a multinational
enterprise, Enova faces the challenge of having to comply with
multiple changing regulatory regimes, which adds to the complexity
of its franchise.

The ratings could be upgraded if the company continues to
demonstrate strong financial performance as an independent
franchise, while successfully executing on its strategic
initiatives with respect to geographic footprint expansion. The
ratings could be downgraded if Enova experiences a deterioration of
profitability, leverage, and/or liquidity position beyond
anticipated tolerances, possibly as a result of material negative
regulatory developments or increased risk-taking.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


ENSECO ENERGY: Enters Into Forbearance Agreement with Lender
------------------------------------------------------------
Enseco Energy Services Corp. on May 1 disclosed that it has entered
into a Forbearance Agreement with its lender pursuant to which,
among other things, the Company's lender has agreed to forbear from
taking steps to demand repayment of the amounts owing under the
credit agreements between the Company and the Lender to enable the
Company to obtain alternate financing on or before until May 31,
2015.  Such date could be extended by the Lender at its discretion.
Enseco is actively pursuing other financing and expects to satisfy
its Lender's time requirements.

A copy of the Forbearance Agreement has been filed and is available
under the Company's profile on http://www.sedar.com/

Enseco is a supplier of directional drilling, production testing
and frac flowback services operating throughout the Western
Canadian Sedimentary Basin and select markets in the United States.
The corporate office is located in Calgary and sales offices are
located in both Calgary and Denver.


ERG RESOURCES: Oil and Gas Company Files for Bankruptcy
-------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that oil and gas company ERG Resources LLC has filed for Chapter 11
bankruptcy with a plan to quickly sell all of its assets as low
prices continue to hurt producers.


EVERYWARE GLOBAL: Asks Court to Approve Alvarez's Runge as CRO
--------------------------------------------------------------
EveryWare Global, Inc. filed an application with the United States
Bankruptcy Court for the District of Delaware to employ William H.
Runge III as Chief Restructuring Officer of the Company.  The
retention application is subject to final approval by the Court.

Mr. Runge, 63, has served as a Managing Director and as co-head of
the North America Restructuring practice for the Southern Region
with Alvarez & Marsal, a management consulting firm, since 2002.
Before joining A&M, Mr. Runge served 10 years at Arthur Anderson
where he was Partner-in-Charge of the Southeast Office turnaround
and restructuring practice. Prior to that, Mr. Runge held various
senior management roles in which he was responsible for
manufacturing, engineering, administration and finance and
accounting.

Pursuant to an agreement with A&M, the Company will pay A&M an
hourly fee of $825 for Mr. Runge's services plus other amounts on
an hourly basis for additional support personnel and a weekly fee
of $31,680 for Joel Mostrom's services as Interim Vice President of
Finance. The Agreement may be terminated by either party at any
time. Mr. Runge will remain an employee of A&M in his capacities as
Managing Director and co-head of the North America Restructuring
practice for the Southern Region while he serves as the Company's
CRO.

There are no other arrangements or understandings between Mr. Runge
and any other persons pursuant to which he was appointed as an
officer of the Company. There are no transactions between the
Company and Mr. Runge that would require disclosure under Item
404(a) of Regulation S-K. No family relationship exists between Mr.
Runge and any other director or executive officer of the Company.

Mr. Runge may be reached at:

     William H. Runge III
     ALVAREZ & MARSAL NORTH AMERICA, LLC
     3424 Peachtree Road, Suite 1500
     Atlanta, GA  30326
     Tel: (+1) 404 260 4044
     E-mail: brunge@alvarezandmarsal.com

                    About EveryWare Global

Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a
marketer of tabletop and food preparation products for the consumer
and foodservice markets, with operations in the United States,
Canada, Mexico and Asia.  The company has more than 1,500 personnel
throughout the United States.  Sales and marketing functions are
managed from executive offices in Lancaster, Ohio, with staff
located in Melville, New York, New York City, and Oneida, New
York.

The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking,
LLC, were founded in 1848 and 1873, respectively.  In 2011,
investment funds affiliated with the Monomoy Capital Partners
completed their acquisition of these companies and, in March 2012,
integrated them under the EveryWare brand.  In May 2013, a merger
was completed where EveryWare became a wholly-owned subsidiary of
ROI Acquisition Corp. ("ROI"), a special purpose acquisition
company sponsored by affiliates of the Clinton Group, Inc., and ROI
was renamed EveryWare Global Inc.

As of Sept. 30, 2014, EveryWare reported assets of $238 million and
liabilities of $380 million.

EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to
implement a prepackaged financial restructuring that converts $248
million of the long-term debt to 96% of the common stock of the
company post-emergence.

EveryWare Global filed its Chapter 11 petition (Bankr. D. Del.) on
April 7, 2015, and 12 affiliated debtors filed petitions on April
8, 2015.  The cases are pending before Judge Laurie Selber
Silverstein, and the debtors are seeking joint administration under
Case No. 15-10743.

The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy
counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal
North America, LLC, to provide a CRO and Interim VP of Finance; and
Prime Clerk LLC as claims and noticing agent.

                         *     *     *

Judge Silverstein will convene a combined hearing on the adequacy
of EveryWare Global, Inc., et al.'s Disclosure Statement and
confirmation of the joint prepackaged Chapter 11 plan of
reorganization on May 20, 2015, at 2:00 p.m., prevailing Eastern
Time.  Any objections to the Disclosure Statement or confirmation
of the Plan must be filed by May 8 and any replies to the
objections must be filed by May 13.


EVERYWARE GLOBAL: Nasdaq to Delist Shares Effective May 8
---------------------------------------------------------
The Nasdaq Stock Market, Inc. has determined to remove from listing
the common shares of EveryWare Global, Inc., effective at the
opening of the trading session on May 8, 2015. Based on review of
information provided by the Company, Nasdaq Staff determined that
the Company no longer qualified for listing on the Exchange
pursuant to Listing Rules 5101, 5110(b), and IM-5101-1.  The
Company was notified of the Staffs determination on April 8, 2015.
The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on April 17.

                    About EveryWare Global

Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a
marketer of tabletop and food preparation products for the consumer
and foodservice markets, with operations in the United States,
Canada, Mexico and Asia.  The company has more than 1,500 personnel
throughout the United States.  Sales and marketing functions are
managed from executive offices in Lancaster, Ohio, with staff
located in Melville, New York, New York City, and Oneida, New
York.

The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking,
LLC, were founded in 1848 and 1873, respectively.  In 2011,
investment funds affiliated with the Monomoy Capital Partners
completed their acquisition of these companies and, in March 2012,
integrated them under the EveryWare brand.  In May 2013, a merger
was completed where EveryWare became a wholly-owned subsidiary of
ROI Acquisition Corp. ("ROI"), a special purpose acquisition
company sponsored by affiliates of the Clinton Group, Inc., and ROI
was renamed EveryWare Global Inc.

As of Sept. 30, 2014, EveryWare reported assets of $238 million and
liabilities of $380 million.

EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to
implement a prepackaged financial restructuring that converts $248
million of the long-term debt to 96% of the common stock of the
company post-emergence.

EveryWare Global filed its Chapter 11 petition (Bankr. D. Del.) on
April 7, 2015, and 12 affiliated debtors filed petitions on April
8, 2015.  The cases are pending before Judge Laurie Selber
Silverstein, and the debtors are seeking joint administration under
Case No. 15-10743.

The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy
counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal's
William H. Runge III as Chief Restructuring Officer; and Prime
Clerk LLC as claims and noticing agent.

                         *     *     *

Judge Silverstein will convene a combined hearing on the adequacy
of EveryWare Global, Inc., et al.'s Disclosure Statement and
confirmation of the joint prepackaged Chapter 11 plan of
reorganization on May 20, 2015, at 2:00 p.m., prevailing Eastern
Time.  Any objections to the Disclosure Statement or confirmation
of the Plan must be filed by May 8 and any replies to the
objections must be filed by May 13.


EXIDE TECHNOLOGIES: Ch. 11 Plan Declared Effective April 30
-----------------------------------------------------------
Dain A. De Souza, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, notified the U.S. Bankruptcy Court
for the District of Delaware that on April 30, 2015, the Effective
Date of Exide Technologies' Fourth Amended Plan of Reorganization
occurred as all conditions precedent to consummation of the Plan
set forth in
Article XIII have either been satisfied or waived in accordance
with the Plan and the Confirmation Order.

On March 27, 2015, the Court entered an order confirming the Plan.

The Troubled Company Reporter previously reported that Exide's
Plan, which revolves around (i) a plan support agreement between
the company and the holders of a majority of the outstanding
principal amount of senior notes and (ii) a settlement between the
company, the unofficial noteholders' committee, and the Official
Committee of Unsecured Creditors, received overwhelming support
from creditors entitled to vote on the Plan.

                      About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and   distributes lead acid  

batteries and other related electrical energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXIDE TECHNOLOGIES: Deregisters All Unsold Shares
-------------------------------------------------
Exide Technologies submitted to the Securities and Exchange
Commission a handful of Post-Effective Amendment No. 1 to
previously filed Form S-8 Registration Statements to deregister all
Common Stock originally registered under the Registration
Statements that have not been sold as of April 30, 2015.

Exide said its Plan of Reorganization became effective on April 30,
2015, and that the Company has emerged from Chapter 11 as a newly
reorganized company.  The Bankruptcy Court for the District of
Delaware confirmed the Plan on March 27, 2015.


                      About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE)
-- http://www.exide.com/-- manufactures and   distributes lead
acid batteries and other related electrical energy storage
products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXIDE TECHNOLOGIES: Emerges From Chapter 11 Restructuring
---------------------------------------------------------
Exide Technologies disclosed that its Plan of Reorganization became
effective on April 30 and that the Company has emerged from Chapter
11 as a newly reorganized company.  The Bankruptcy Court for the
District of Delaware confirmed the Plan on March 27, 2015.

Formerly traded under the ticker symbol OTCQB: XIDEQ, Exide has
emerged from Chapter 11 as a privately held Company, substantially
in its current form -- operating across all Industrial Energy and
Transportation business segments globally.

Exide emerges with a stronger balance sheet and a focused strategy.
In particular, under the Plan, Exide has emerged from Chapter 11
with reduced debt obligations, a reorganized capital structure, and
resources to allow for further investments in its global
businesses.  The Company has reduced its debt by approximately $600
million; received approximately $165 million through its rights
offering; and closed on its $200 million exit financing arranged by
Bank of America, N.A., PNC Capital Markets, LLC, and BMO Capital
Markets Corp. to fund its working capital needs.

"The consummation of our Plan starts a new chapter in the 127-year
history of the Company, and today, Exide Technologies is fully
charged, better capitalized and positioned for growth.  With an
extensive financial and ongoing operational restructuring, we have
a solid foundation to implement our business plan and continue
manufacturing and marketing our premier lines of stored electrical
energy products and services for our customers around the world,"
said Robert M. Caruso, Exide's President and Chief Executive
Officer.  "I'm extremely proud of the outstanding work carried out
by our employees, and I'm grateful for the support of our customers
and suppliers during our Chapter 11 restructuring process.  In
addition, I acknowledge the hard work and professionalism of our
advisors, financial stakeholders, creditors and all of the parties
involved in negotiating our Plan."

Mr. Caruso will continue to serve as President and Chief Executive
Officer of Exide Technologies on an interim basis until a new CEO
is appointed.

"Exide's emergence from Chapter 11 is an illustration of trust and
teamwork at its best -- characteristics that will carry the Company
forward as it continuously improves and meets global challenges for
energy storage and management in the 21st century," added Mr.
Caruso.

Exide Technologies Common Stock

Pursuant to the Plan, the Exide existing common stock has been
cancelled.  Common stockholders will receive no distribution and
will not retain any property under Exide's Plan.

                   About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and   distributes lead acid
batteries and other related electrical energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXIDE TECHNOLOGIES: Files Form 15 to Deregister Stock
-----------------------------------------------------
Exide Technologies filed with the Securities and Exchange
Commission a Form 15 to cancel the registration of its common
shares.

Exide said its Plan of Reorganization became effective on April 30,
2015, and that the Company has emerged from Chapter 11 as a newly
reorganized company.  The Bankruptcy Court for the District of
Delaware confirmed the Plan on March 27, 2015.

                      About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE)
-- http://www.exide.com/-- manufactures and   distributes lead
acid batteries and other related electrical energy storage
products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FIRSTENERGY CORP: Fitch Affirms 'BB+' Debt Ratings
--------------------------------------------------
Fitch Ratings has affirmed FirstEnergy Corporation's (FE) Issuer
Default Rating (IDR) and senior unsecured debt ratings at 'BB+'. In
addition, Fitch has assigned a Recovery Rating of 'RR4'to FE's
senior unsecured debt, affirmed FE's short term IDR and commercial
paper ratings of 'B' and has withdrawn FE's commercial paper
rating. The Rating Outlook is Stable.

KEY RATING DRIVERS

   -- Strategic efforts to reduce risk at FE's competitive
      business;

   -- High parent-only and consolidated debt;

   -- The extended downturn in U.S. power prices and its adverse
      effect on operating profits;

   -- Recent and future rate case outcomes;

   -- High capex directed primarily toward utility and
      transmission operations;

   -- Relatively stable electric utility operations and cash
      flows.

Improving Risk Profile

Fitch views positively FE's pivot to a more conservative strategy
at its competitive energy segment (CES) following spiking prices
and unscheduled outages during the polar vortex in 1Q 2014. The
revamped strategy ended its short capacity position relative to
CES' contractual obligations and FE will reserve generation for
contingencies prospectively.

In addition, FE is exiting certain riskier, more weather sensitive
retail sales channels. FE does not intend to renew contracts with
mass market and weather sensitive commercial and industrial
customers. Rather, FE will target non-weather sensitive large
commercial and industrial and provider-of-last-resort customers.

FE's proposed PPA, if adopted by the Public Utilities Commission of
Ohio (PUCO) in pending rate proceedings (discussed further below)
would be a constructive credit event, providing contracted, more
predictable earnings for approximately 3,200 megawatts (mw) of
generating capacity.

Focus on Regulated Assets

At the same time, FE is focused on improving its regulated utility
and transmission returns while investing significant capital in
these assets. Investment in regulated transmission and distribution
assets are expected to account for nearly three-quarters of
projected 2015 consolidated FE capex and provide approximately 80%
of EBITDA.

High Leverage

FE's consolidated debt leverage is high with total debt
approximating $22 billion on a consolidated basis, including
parent-only long-term debt of $4.2 billion as of Dec. 31, 2014.
Fitch estimates FFO-adjusted leverage at 5.2x in 2015 and 5.9x in
2016. Further weakening of FFO-adjusted leverage to worse than 6.5x
could trigger future adverse credit rating actions.

Low Power Prices

FE's ratings and Stable Outlook reflect the prolonged downturn in
power prices driven by a surfeit of natural gas supply, strong
reserve margins and sluggish residential demand. Low, albeit
gradually improving, power prices are expected by Fitch to continue
to constrain margins and cash flows at FE's merchant operations.

Proposed PJM Market Reform

Finalization of PJM Interconnection LLC's (PJM's) proposed capacity
performance product is potentially a credit supportive development,
in Fitch's opinion. The capacity product is being developed by PJM
to ensure greater operational availability and diversity during
peak power system conditions.

Potential incremental revenue to FE's competitive energy supply
business segment from incentives in the proposed rule could lead to
improved future credit metrics for FE versus Fitch's current
expectations. PJM's capacity performance proposal, if approved by
FERC, would also contain a no excuses policy and increased
penalties for non-performance.

On April 24, 2015, the Federal Energy Regulatory Commission (FERC)
issued and order granting PJM's request to delay its 2015 base
residual auction (BRA) for the 2018 - 2019 delivery year. PJM
expects to conduct the BRA 30 - 75 days following a FERC ruling on
the merits of its proposal and has requested a decision by June 9,
2015.

Separately, court challenges to the inclusion of demand response in
PJM's BRA could, if upheld, result in higher capacity revenues for
FE's competitive business.

FE Utility Operations

FE's electric utility subsidiaries are primarily distribution
operating companies serving portions of Ohio, Pennsylvania, New
Jersey, West Virginia and Maryland. The utilities benefit from
relatively low risk business profiles. Ohio (36%), Pennsylvania
(35%) and New Jersey (14%) accounted for approximately 85% of FE's
total 2014 electric distribution deliveries.

Fitch expects management to invest significant capital in its
distribution and transmission businesses over the next several
years to enhance service quality and reliability.

Regulatory Developments

FE's Ohio-based distribution operating utilities, Ohio Edison
Company (OE), The Cleveland Electric Illuminating Company (CEI) and
The Toledo Edison Company (TE), submitted base rate filings with
the PUCO seeking approval of the Ohio companies' Electric Security
Plan (ESP), dubbed ESP IV: 'Powering Ohio's Progress' by FE.

The filing proposes a distribution base rate freeze June 1, 2016
through May 31, 2019. The plan, as filed with the PUCO, continues
the utilities' delivery capital rider with a $30 million annual
incremental revenue cap. FE's 'Powering Ohio's Progress' also
proposes a 3,200 mw 15-year PPA with FirstEnergy Solutions (FES) in
a bid to 're-regulate' certain generating assets and provide
commodity price stability to ratepayers.

Under the proposal, FES would sell power through a PPA to OE, CEI
and TE from its Sammis coal-fired generating facility, the
Davis-Besse nuclear facility and its portion of the Ohio Valley
Energy Company's (OVEC) generation output beginning June 1, 2016
through May 31, 2031.

FE's Ohio utilities would in turn sell the purchased power in
wholesale markets passing through charges or credits to customers
to reflect purchase power costs embedded in the PPA. Under the
latest PUCO schedule, staff testimony is expected May 29, 2014,
hearings in June and a final decision 4Q 2015.

Approval of the ESP IV PPA as proposed by the PUCO would
meaningfully improve FE's consolidated business risk and financial
profile, in Fitch's opinion.

FE's Pennsylvania distribution utilities filed base rate cases with
the Pennsylvania Public Utility Commission (PUC) in Aug. 2014. FE
reached a settlement agreement with major intervenors to the
distribution rate cases, which was filed with the PUC in February
2015.

The PUC approved the stipulation on April 9, 2015, authorizing rate
increases totaling $292.8 million, representing 70% of the total
rate increase request of $415.7 million. Fitch views the PUC order
as credit supportive.

The West Virginia Public Service Commission (PSC) approved a
settlement agreement authorizing a $124.3 million rate increase in
Monongahela Power Co. (MP) and Potomac Edison's (PotEd's) joint
rate case filing. The rate increase represents approximately 60% of
the $212.6 million rate increase request supported by the companies
and is a balanced outcome in Fitch's view.

In an adverse credit development, the New Jersey Board of Public
Utilities (BPU) in March 2015 ordered JCP&L to reduce base rates
$115 million. The final BPU order includes the impact of the
commission's updated consolidated tax policy and authorizes
recovery of deferred storm costs over six years.

The annual rate reduction amounts to $34 million including storm
cost recovery and is based on a 9.75% authorized ROE and a 46%
equity ratio. Fitch's projections incorporate the effects of the
BPU ordered rate reduction.

Operating EBITDA at JCP&L declined 23% to $522 million in 2014 from
$675 million in 2011. The financial deterioration evident at JCP&L
in recent years is an unfavorable development for FE from a credit
rating perspective.

In October 2014, ATSI filed a proposal with the Federal Energy
Regulatory Commission (FERC) to adopt a forward looking
transmission formula rate with and effective date of Jan. 1, 2015.
In December 2014, FERC accepted the filing effective Jan. 1, 2015
subject to refund pending hearings and settlement proceedings.

At the same time, FERC initiated an inquiry into ATSI's return on
equity citing a refund date of Jan. 12, 2015, if a refund is
ordered. A procedural schedule has not been established and
settlement discussions are ongoing. A final decision is expected in
4Q 2015 or 1Q 2016.

Capex

FE's 2015 capex is targeted at $2.9 billion, 12% below the $3.3
billion invested in 2014. In 2015 capex is earmarked primarily for
FE's regulated distribution and transmission operations, accounting
for 74% of total FE capex.

FE plans to invest approximately $4.2 billion in transmission
investments 2014 - 2017. Transmission capex designed to improve FE
system reliability and customer service will initially focus on
northern Ohio, moving across the remainder of FE's regional
footprint over time.

Liquidity

Fitch believes FE's consolidated liquidity position is solid. As of
Dec. 31, 2014, FE had approximately $4 billion of total
consolidated liquidity including $85 million of cash and cash
equivalents and $3.9 billion in unused committed revolving credit
facilities.

FE's operating utilities rely on sub-limits under FE's credit
facility for liquidity, FE's integrated and distribution utility
subsidiaries also participate in a money pool to meet their
short-term working capital requirements.

KEY ASSUMPTIONS

   -- Revenue increases of $292.8 million of for its Pennsylvania
      distribution utilities as recently authorized by the PUC;
   -- Incremental distribution capital recovery revenue of $15
      million per annum for its Ohio operating utilities;
   -- No benefit for FE's proposed PPA in ESP IV;
   -- A net rate reduction of $34 million for JCP&L as recently
      authorized by the BPU;
   -- A 10.7% FERC authorized ROE for ATSI, 11.75% at TrAIL;
   -- Capacity prices reflect actual PJM auctions held and no
      benefit from capacity reform initiatives currently underway.

RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

   -- Meaningful debt reduction at the FE parent level and/or its

      merchant business in combination with improving revenue and
      cash flows;

   -- Long-term contracts for a significant proportion of FE's
      merchant output with creditworthy counterparties or
      divestiture of the business;

   -- Sustained improvement in FE's FFO-adjusted and EBITDAR
      leverage to 5.5x and 4.0x, respectively, or better.

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

   -- Lower than expected margins and volumes and continued high
      leverage at FE and its competitive business;

   -- An unsupportive final decision in its ESP IV filing in Ohio;
   -- An unexpected adverse operating event at one of FE's nuclear

      or large coal-fired generating units;

   -- Weakening of FE's FFO leverage to 6.5x or worse on a
      sustained basis.

Fitch has affirmed the following ratings:

FirstEnergy Corp.

   -- IDR at 'BB+';
   -- Senior unsecured debt at 'BB+/RR4';
   -- Short-term IDR at 'B'.

The Rating Outlook is Stable.

Fitch has affirmed and withdrawn FE's 'B' commercial paper rating.


FORTESCUE METALS: Bank Debt Trades at 10% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 90.22
cents-on-the-dollar during the week ended Friday, May 1, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 3.40 percentage points from the previous week, The Journal
relates.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The bank loan matures on June 13, 2019, and
carries Moody's Baa3 rating and Standard & Poor's BBB rating.  The
loan is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Friday
among the 257 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.



FRAC TECH: Bank Debt Trades at 18% Off
--------------------------------------
Participations in a syndicated loan under which Frac Tech Services
Ltd is a borrower traded in the secondary market at 82.64
cents-on-the-dollar during the week ended Friday, May 1, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 2.09 percentage points from the previous week, The Journal
relates.  Frac Tech pays 475 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 3, 2021, and
carries Moody's B2 rating and Standard & Poor's B rating.  The loan
is one of the biggest gainers and losers among 257 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.



FREEDOM INDUSTRIES: Proposes Settlements to Pay Spill Damages
-------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Freedom Industries Inc., the company linked to a chemical spill
that tainted the water supply of 300,000 people in West Virginia
last year, filed a Chapter 11 plan offering creditors, including
those damaged by the disaster, about $3 million of the cash it
raked up in bankruptcy.

According to the report, some of the cash is earmarked for general
creditors of the company, which went out of business and
liquidated, unable to withstand damage claims stemming from the
January 2014 incident.

                      About Freedom Industries

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

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

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

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

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

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

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


GARB OIL: HJ & Associates Expresses Going Concern Doubt
-------------------------------------------------------
Garb Oil & Power Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2014.

HJ & Associates LLC expressed substantial doubt about the Company's
ability to continue as a going concern citing that the Company has
continual net losses and large accumulated deficit.

The Company reported a net loss of $3.66 million on $300,000 in
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $2.05 million on $nil of revenues in the same period last year.

The Company's balance sheet at Dec. 31, 2014, showed $1.26 million
in total assets, $8.16 million in total liabilities, and
stockholders' deficit of $6.9 million.

A copy of the Form 10-K is available at:

                        http://is.gd/GuO3Yq

Garb Oil & Power Corporation provides equipment to waste processing
and recycling industries.  The company supplies enabling
technologies that allow its clients to push their waste processing
and recycling goals forward.  The company is involved in building
and commissioning of turn-key waste-to-energy plants and
refinement/recycling plants in e-scrap/e-waste and waste-rubber.
The company develops enabling technologies for waste processing and
recycling waste rubber; municipal waste, domestic waste, waste to
energy, and electronic scrap; and derivatives, including rubber
power, fine rubber particles, alloys of rubber, TPE-V and rubber,
elastomers, compounds, and technical rubber products from raw
material for recycling industries, and original product
manufacturers and producers.


GETTY IMAGES: Bank Debt Trades at 13% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 86.60
cents-on-the-dollar during the week ended Friday, May 1, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease of
0.25 percentage points from the previous week, The Journal relates.
The Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 14, 2019, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended Friday among the 257
loans with five or more bids. All loans listed are B-term, or sold
to institutional investors.


GFI GROUP: S&P Raises ICR to 'BB+', Still on Watch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issuer credit
and debt ratings on GFI Group Inc. (GFI) to 'BB+' from 'B'. The
ratings remain on CreditWatch with positive implications.

The rating action is based on S&P's view that BGC Partners Inc.'s
(BGC) recent announcement that it had secured the required
two-thirds ownership in GFI necessary to effect a full merger
demonstrates that GFI has become "highly strategically important"
to the group.  Specifically, in S&P's view, BGC's announced notes
offer to purchase $250 million of additional GFI equity
demonstrates its commitment to securing GFI, and provides material
support for GFI and its debtholders.  This has no effect on S&P's
ratings on Cantor or BGC.

S&P intends to resolve the CreditWatch upon the merger becoming
effective.  "We anticipate that, at that time, we will likely raise
GFI's group status to core and rate GFI the same as Cantor and BGC,
which we currently rate 'BBB-'," said Standard & Poor's credit
analyst Robert Hoban.

S&P would downgrade GFI, likely by at least two notches, if BGC or
Cantor were to reduce its commitment to GFI or otherwise cause S&P
to question GFI's strategic importance to the group.  This could
happen if S&P believed the merger and ongoing integration of GFI
was at risk.  Further, a BGC or Cantor downgrade would also likely
cause S&P to downgrade GFI.

Upon completion of the merger, S&P anticipates raising GFI's group
status to core and rating the firm the same as Cantor and BGC.  S&P
could also raise the rating if it raised the ratings on Cantor.



GLOBAL OUTREACH: NJ Firm, Dentons Exit Malpractice Suit
-------------------------------------------------------
Law360 reported that Mandelbaum Salsburg Lazris & Discenza PC is
exiting YA Global Investments LP's malpractice suit over a $41
million loan for a failed resort, and dismissing accusations that
Dentons played a substantial role in YA Global's losses, according
to New Jersey federal court filings.

The report related that Mandelbaum Salsburg said in one filing that
YA Global's claims against the firm and two of its partners have
been "amicably adjusted" and are being dismissed with prejudice.
The West Orange, New Jersey-based law firm said in a separate
notice with the court that it's dismissing third-party claims
against Dentons without prejudice, the report added.

The case is YA Global Investments LP et al. v. Mandelbaum Salsburg
Gold Lazris & Discenza PC et al., case number 2:12-cv-00219, in the
U.S. District Court for the District of New Jersey.

Headquartered in Morristown, New Jersey, Global Outreach, S.A. --
dba Global Outreach, Sociedad Anonima -- filed for Chapter 11
protection (Bankr. D.N.J. Case No. 09-15985) on March 12, 2009.
Kasen & Kasen represents the Debtor in its restructuring effort.
The Debtor estimated assets of $100 million to $500 million and
debts of $50 million to $100 million.  The U.S. Trustee for Region
3 appointed six creditors to serve on an official committee of
unsecured creditors.


GRAFTECH INT'L: Moody's Puts Ba3 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of GrafTech
International Ltd., including the Ba3 Corporate Family Rating, on
review for downgrade following the company's weak first quarter
earnings results, lowered expectations for the remainder of 2015,
and two letters of intent signed with Brookfield Asset Management,
Inc. ("Brookfield").

Issuer: GrafTech International Ltd.

  -- Corporate Family Rating, Placed on Review for Downgrade,
     currently Ba3;

  -- Probability of Default Rating, Placed on Review for
     Downgrade, currently Ba3-PD;

  -- Senior Secured Bank Credit Facilities, Placed on Review for
     Downgrade, currently Ba2 (LGD2);

  -- Senior Unsecured Notes, Placed on Review for Downgrade,
     currently B1 (LGD5);

  -- Outlook, Changed To Rating Under Review From Negative.

The review is prompted by expectations for operating performance to
weaken further and remain weak for longer than anticipated
previously. The supply/demand balance of the graphite electrode
industry, as evidenced by recent downward pressure on electrode
pricing, remains quite disadvantageous despite capacity reductions
by multiple industry participants and recent declines in scrap
steel prices. Iron ore pricing has fallen significantly in recent
months. Electric arc furnaces, which consume graphite electrodes in
the production process, no longer have a clear cost advantage over
blast furnaces, which consume iron ore. Moody's expects the iron
ore market to remain considerably oversupplied.

These factors contributed to GrafTech's weak first quarter results
and, in Moody's view, will continue to weigh on operating
performance at least through the remainder of 2015. Key metrics
remain weak for the rating category with adjusted financial
leverage in the low 5 times at the end of the first quarter (March
31, 2015). Moody's believes that under the current capital
structure financial leverage will exceed 6 times by year-end and
that the company's effective liquidity cushion will narrow with the
maturity of its $200 million senior subordinated notes in November
2015.

However, GrafTech has announced two separate letters of intent with
Brookfield whereby Brookfield will invest $150 million in exchange
for a like amount of new 7% convertible preferred equity and launch
a tender offer for the company's outstanding common stock that is
roughly 25% above its average closing price over the last 60 days.
The cash injection would help offset expected deterioration in
credit metrics, improve the company's liquidity position, and
reduce reliance on the revolving credit facility ahead of the
upcoming maturities, but it would not materially alter its
operating performance in 2015.

The review will focus on GrafTech's ability to limit the expected
deterioration in its credit metrics, improve liquidity meaningfully
and reduce strategic uncertainty. Moody's could maintain the Ba3
CFR with expectations for leverage to remain well below 5 times,
effective liquidity cushion above $250 million, and successful
completion of the proposed transactions. Given weak conditions in
the steel industry and an uncertain near-term outlook for graphite
electrodes, Moody's is not likely to tolerate leverage remaining in
the 5 times range or an expected liquidity cushion below this level
in 2015.

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

GrafTech International Ltd. manufactures graphite electrodes,
refractory products, needle coke products, advanced graphite
materials, and natural graphite products. The company will operate
18 manufacturing facilities for all products and has about 195k
metric tons of electrode capacity. Headquartered in Independence,
Ohio, GrafTech generated approximately $1.1 billion of revenue in
2014.


GREAT WESTERN: Enters Into Support Agreement with Bondholders
-------------------------------------------------------------
Great Western Minerals Group Ltd. on April 30 disclosed that it has
entered into a support agreement with holders of approximately
65.3% of its US$90 million 8.00 percent Secured Convertible Bonds
due 2017 pursuant to which the Company, with the support of the
Supporting Bondholders, will pursue an orderly process for the
solicitation of interests in the Company's business, property and
assets pursuant to a sale and investor solicitation process (the
"SISP") to be implemented pursuant to proceedings commenced by the
Company under the Companies' Creditors Arrangement Act (Canada)
("CCAA").

The Support Agreement represents the culmination of lengthy
negotiations between the Company and a steering committee of
holders of the Convertible Bonds and presents an opportunity for a
stable environment while the SISP is administered and one or more
investment or sale transactions are pursued.  There is no assurance
that there will be any value for any shareholders in any such CCAA
proceeding or SISP.

Under the terms of the Support Agreement, the Supporting
Bondholders have agreed, among other things, to support the SISP
and forbear from enforcing (or causing the trustee under the Trust
Deed from enforcing) certain rights or remedies they are otherwise
entitled to enforce with respect to a default under the Trust
Deed.

As previously announced, the Company had not made the interest
payment on the Convertible Bonds of approximately C$4.5 million
(US$3.6 million) that was due on April 7, 2015, and the cure period
to make such interest payment as provided for in the trust deed
dated April 5, 2012 between the Company and Wilmington Trust
(London) Limited as trustee (as supplemented, the "Trust Deed") has
now lapsed.

The Company will seek the appointment of PricewaterhouseCoopers
Inc. as the Monitor of the Company for the CCAA proceedings and to
supervise the SISP.  Fasken Martineau DuMoulin LLP is acting as the
Company's legal counsel.  Cassels Brock & Blackwell LLP and
Houlihan Lokey are acting as the Steering Committee's legal counsel
and financial advisor, respectively.

The Company and CIBC World Markets Inc. ("CIBC") have agreed to
terminate CIBC's engagement as financial advisor to the Company.
"We are grateful to CIBC for their contributions and the advice
they provided to the Company during this process," said Robert
Quinn, Chairman of the board of directors of the Company.

The Company also disclosed that Mr. Thomas G. Mair has resigned
from his position as Vice President of Finance and Chief Financial
Officer of the Company, effective immediately.  "We want to thank
Tom for his leadership during his time with the Company," stated
Marc LeVier, President and Chief Executive Officer of the Company.
"Tom has been an invaluable member of the management team and his
efforts during his time with the Company have been greatly
appreciated."

                          About GWMG

Great Western Minerals Group Ltd. -- http://www.gwmg.ca-- is a
manufacturer and supplier of rare earth element-based metal alloys.


GT ADVANCED: Extends DIP Loan Solicitation Period to May 15
-----------------------------------------------------------
GT Advanced Technologies Inc. on April 30 announced the second
extension of the solicitation period in connection with its
previously announced proposed debtor-in-possession term loan
facility.  Following the extension, the solicitation period will
expire at 5:00 p.m., New York City time, on May 15, 2015.

The solicitation process is being conducted in connection with a
commitment letter, dated March 17, between the Company and certain
holders of the Convertible Notes.  The Company was authorized to
undertake the solicitation process pursuant to an order of the
Bankruptcy Court entered on April 2, 2015.  On April 29, 2015, the
Company and the Backstop Lenders entered into a second amendment to
the Commitment Letter by which, among other things, the Backstop
Lenders agreed to an extension of their commitment to provide the
DIP Loan Facility to an outside date of June 15, 2015, subject to
certain terms and conditions as described more fully in the Form
8-K filed by the Company on April 30, 2015.   

The Company anticipates that the DIP Loan Facility will provide for
loans in an initial aggregate principal amount of $95.0 million,
and will provide for, or permit, a letter of credit facility
providing for the issuance of letters of credit with the aggregate
face amounts outstanding not to exceed $15.0 million.

The opportunity to participate in the DIP Loan Facility is limited
to those holders of the Company's Convertible Notes as of March 13,
2015 that are (i) qualified institutional buyers, as such term is
defined in Rule 144A under the Securities Act of 1933, as amended,
(ii) institutional accredited investors within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act or (iii) an
entity in which all of the equity investors are such institutional
accredited investors.  Eligible Holders can contact Kurtzman Carson
Consultants by telephone at (917) 281-4800, or by e-mail at
GTATInfo@kccllc.com for more information.

The Company anticipates using the proceeds of the DIP Facility to
fund working capital requirements, pay costs, fees and expenses
incurred in connection with the DIP Loan Facility and the
transactions contemplated thereby and pay other costs and expenses
with respect to the administration of the Company's and certain of
its subsidiaries' Chapter 11 cases.

Except as set forth above, all other terms of the solicitation and
the DIP Loan Facility remain the same.  All holders of the
Company's Convertible Notes who have previously submitted their
commitment to participate in the solicitation do not need to
re-submit such commitment or take any other action in response to
the extension of the solicitation period.

                  About GT Advanced Technologies

Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry.  On Nov. 4, 2013, GTAT announced a
multiyear supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.

Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT."  GTAT was de-listed from the NASDAQ
stock exchange in October 2014.

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916).  GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.

GTAT has reached a settlement with Apple.  The settlement gives
Apple an approved claim for $439 million secured by more than 2,000
sapphire furnaces that GT Advanced owns and has four years to sell,
with proceeds going to Apple.  In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.


GULF PACKAGING: Files for Chapter 11 to Wind Down Assets
--------------------------------------------------------
Gulf Packaging Inc., which distributes packaging equipment and
supplies nationwide, filed for bankruptcy protection with plans to
wind down its operations after a potential equity partner backed
out.

"GPI intends to use the chapter 11 process to protect and maximize
the value of its assets through an orderly wind-down, by collecting
existing accounts receivable and sales of existing inventory.  GPI
is already in discussions with a number of parties interested in
acquiring certain assets and/or inventory," Edward T. Gavin, who
was named the Company's chief restructuring officer, said in a
court filing.

                        Road to Bankruptcy

GPI was formed as a Texas corporation on Feb. 14, 2012. The concept
at the time was for the independent affiliates to "roll-up" into
GPI and operate, at least publicly, as one large national company.
The affiliates would remain as separate legal entities with their
own separate ownership, but GPI would centralize all of the
accounting, marketing and other administrative tasks to take
advantage of synergies and minimize costs.

Mr. Gavin explains that sales were generally down in 2013, while
GPI experienced increased costs and capital expenditures to make
acquisitions and help initiate the informal roll-up.  In late 2013,
one of GPI's lenders decided to exit the asset-based finance
business, necessitating a refinancing of that credit facility.
Roughly concomitant with this event, Merchants and Manufacturer's
Bank ("MMB") implemented certain risk minimization measures and
informed GPI that its working capital facility would be
significantly reduced in size.  This lead GPI to seek replacement
financing, which was ultimately obtained from FCC, LLC d/b/a First
Capital ("FCC").

Upon the closing of the FCC facility, on April 1, 2014, the company
began the process of formalizing the roll-up and attempted to
consolidate common operations to eliminate redundancies and capture
operating efficiencies.  Unfortunately, the Company failed to
realize cost reductions from the roll-up in time to benefit from
variable cost efficiencies during the historically busy sale season
of the second and third quarters in 2014. As a result, the FCC
Facility was drawn to capacity. The ensuing lack of liquidity
necessary for GPI to purchase inventory created an extended sales
backlog.  In October 2014, FCC provided notice to the Company
regarding the existence of a state of default under the credit
agreement between the Company and FCC.

In late December 2014, GPI discovered a discrepancy in cash
handling resulting from the incomplete consolidation of Affiliate
bank account controls.  Instead of customer receivables being sent
to the Key Bank "lockbox" account, some remittances were
incorrectly sent to the Affiliates' remittance addresses used
before the onset of the roll-up.  These Affiliates paid their
routine payables, such as utility bills, from their accounts using
these funds not realizing that they were being paid from the
lender's unapplied collateral.  This cash management error resulted
in GPI's accounts receivables being reduced with the receipt of
customer payments by the Affiliates, but without the required
pay-down on the FCC Facility through application of those cash
payments against the FCC debt.

As a result on or about Dec. 31, 2014, FCC informed GPI that it was
in a state of over-advance on the FCC Facility, and froze advances
for seven days to allow accounts receivable receipts to bring the
loan back into balance.

These even tighter liquidity constraints left GPI unable to
purchase inventory to satisfy its growing sales backlog.  Then, in
January of 2015, the West Coast port slowdown, which resulted from
labor issues, also prevented certain sales from being fulfilled.  A
significant portion of GPI's business on the West Coast is
connected to customers active in the export hay industry: GPI
provides sleeves for bailing hay and also sells complementary
packaging materials to those exporters.  The dock strike all but
crippled the export of hay, which resulted in GPI having to sit on
inventory that would have normally turned over on a monthly basis.
As a consequence, GPI ordered the product from its vendors creating
a payable liability, but was unable ship and, thus, collect the
revenues that would have been generated from delivery. This
situation effectively held hostage $600,000 of liquidity in the
form of inventory purchased, but that could not be invoiced or
collected, leading to an approximate $700,000 missed invoicing
opportunity on that inventory plus aggregate lost sales of between
approximately $2 million and $2.5 million in complementary
products.

In an attempt to address its financial issues, GPI approached
several groups for an infusion of capital, and eventually entered
into a letter of intent with a potential equity partner who would
have provided much-needed liquidity and, among other things,
completed the roll-up in conjunction with a sale of the majority
ownership of the Company and its Affiliates.  The letter of intent
targeted a closing during the first week of April 2015.  After a
few weeks of due diligence, however, in late March 2015, the letter
of intent with this potential equity partner was terminated.  By
this point, GPI's vendor community was reacting to GPI's financial
distress, and sales were down from previous years. Vendors began to
establish or tighten credit terms, demanding pay-down of open
balances with new orders, and attempted to exercise self-help
remedies.  As a result of this distress and a perceived inability
for GPI to fill orders by purchasing product, some of the sales
teams at the Affiliates -- who are integral to GPI's business --
began to leave and take customers with them.

In late March 2015, GPI hired the firm of Gavin/Solmonese, LLC as
crisis manager, to help evaluate GPI's options and otherwise help
maximize the value of the business for the benefit of GPI's
constituents.  Prior to the filing of the Chapter 11 case, Mr.
Gavin was appointed as the Debtor's Chief Restructuring Officer. As
of the Petition Date, GPI had accounts receivable in the amount of
approximately $8.55 million and inventory with a booked value of
$7.6 million.

                       First Day Motions

The Debtor on the Petition Date filed motions to:

   -- use cash collateral;
   -- pay prepetition taxes and fees;
   -- extend the time to file schedules and statements;
   -- reject a lease or executory contract;
   -- continue using its cash management system;
   -- retain professionals in the ordinary course; and
   -- set procedures for the sale of certain assets.

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

  http://bankrupt.com/misc/Gulf_Packaging_1st_Day_Affidavit.pdf

                       About Gulf Packaging

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

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The case is assigned to Judge
Pamela S. Hollis.

The Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as
claims and noticing agent; and Gavin/Solmonese to provide Edward T.
Gavin as Chief Restructuring Officer.


GULF PACKAGING: Proposes $250,000 Asset Sales in Ordinary Course
----------------------------------------------------------------
Gulf Packaging Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois to approve expedited procedures to sell
certain inventory and equipment in any individual transaction or
series of related transactions to a single buyer or group of
related buyers with a sale price of less than $250,000.

Prepetition, in the ordinary course of business and with the
consent of FCC, LLC d/b/a/ First Capital, the Debtor consummated
several sales of inventory and equipment to third parties.  Given
the nature of the Debtor's and the buyers' business, the sales were
typically consummated quickly, to meet the immediate needs of the
buyer and the buyer's customers.

In order to ensure that value continues to be maximized during the
Chapter 11 case for the benefit of all constituents, and in an
effort to minimize expenses, the Debtor seeks approval to make bulk
asset sales to third parties.  Although GPI continues to operate
its business and make non-bulk sales of assets in the ordinary
course, GPI believes that the ability to quickly and efficiently
sell certain assets in bulk, without seeking specific authority
from the Court on a sale-by-sale basis, will foster its
value-maximizing goals.

A hearing on the Motion is slated for May 26, 2015, at 10:00 a.m.

The procedures, if approved, provide that:

   -- With regard to sales of assets to a single buyer or group of
related buyers with a sale price less than or equal to $75,000, the
Debtor is authorized to consummate the transaction without further
order of the Court.  The Debtor will at least 5 calendar days prior
to closing, serve written notice of the transaction to parties;
and

   -- With regard to sales with a sale price greater than $75,000
and less than or equal to $250,000, the Debtor is authorized to
consummate the transactions without further of the Court, provided
that at least 7 calendar days prior to closing of a transaction the
Debtor must serve a notice of the transaction to parties, and if a
written objection is served within a three days of service of the
notice, the sale may only proceed upon withdrawal of the written
objection or an order of the Court allowing the sale to proceed.

                       About Gulf Packaging

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

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The case is assigned to Judge
Pamela S. Hollis.

The Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as
claims and noticing agent; and the firm of Gavin/Solmonese to
provide Edward T. Gavin as Chief Restructuring Officer.


GULF PACKAGING: Rejecting Westcore Delta Lease
----------------------------------------------
Gulf Packaging Inc. is party to a multi-tenant industrial/
commercial lease dated effective May 1, 2013, with Westcore Delta
LLC.  Prepetition, the Debtor vacated the underlying premises and
tendered possession back to the landlord.  The Debtor has no
further need or use for the lease or the underlying premises.
Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
Northern District of Illinois to authorize the rejection of the
lease, effective as of the Petition Date.

                       About Gulf Packaging

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

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The case is assigned to Judge
Pamela S. Hollis.

The Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as
claims and noticing agent; and the firm of Gavin/Solmonese to
provide Edward T. Gavin as Chief Restructuring Officer.


GULF PACKAGING: Wants Until June 12 to File Schedules
-----------------------------------------------------
Gulf Packaging Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois to enter an order extending by 30 days through
and including June 12, 2015, its deadline to file schedules of
assets and liabilities, and a statement of financial affairs.

The Debtor has more than 900 vendors, as well as other anticipated
parties-in-interest.  Although the Debtor has been working
diligently to prepare the necessary motions and pleadings for the
Chapter 11 filing, the Debtor will preoccupied with transitioning
into Chapter 11 and otherwise stabilizing the business within the
next two weeks.  Completing the schedules and statement of
financial affairs will require the compilation of a large amount of
information from the Debtor's books, records and documents.

A hearing on the Motion is slated for May 5, 2015, at 10:00 a.m.

                       About Gulf Packaging

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

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The case is assigned to Judge
Pamela S. Hollis.

The Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as
claims and noticing agent; and the firm of Gavin/Solmonese to
provide Edward T. Gavin as Chief Restructuring Officer.


HAWAIIAN AIR: Fitch Affirms B Ratings; Outlook Revised to Positive
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Hawaiian Airlines, Inc.
(HA) and its parent company Hawaiian Holdings, Inc. at 'B'. The
Rating Outlook has been revised to Positive from Stable.

Hawaiian's unsecured convertible notes were upgraded to 'B/RR4'
from 'B-/RR5'. Fitch has also affirmed the ratings on Hawaiian's
2013-1 series of EETCs as detailed at the end of this release.  The
Outlook revision is supported by operating margins and financial
leverage that have improved over the past year, and have room to
improve further in 2015 as the company benefits from lower jet fuel
costs. The Positive Outlook is also supported by Fitch's
expectations that Hawaiian's free cash flow (FCF) will turn sharply
positive in 2015 and 2016 as capital spending decreases following
several years of heavy investment in aircraft. The Outlook
incorporates the continuing maturation of HA's Pacific route
network, which structure should contribute to better operating
margins in the near term, and the company's modest growth plans for
the next two years.

Ratings concerns include increased competitive capacity in the U.S.
mainland-to-Hawaii market and the potential impact of a strong U.S.
dollar on the company's international operations. The ratings also
remain constrained by Hawaiian's geographic concentration, and its
reliance on demand for travel to Hawaii from a relatively small
number of markets. The company's small size compared to its much
larger U.S. peers also remains a limiting factor.

KEY RATING DRIVERS:

Better than Expected Financial Performance: Declining fuel costs
and solid unit revenue gains caused HA's financial performance to
outpace Fitch's original expectations for 2014 and the first
quarter of 2015. Fitch expects 2015 to be a year of further
improvement, as sharply lower fuel costs provide a sizeable
tailwind. Fitch's base forecast anticipates that HA's total fuel
outlay for the year could decline by more than $150 million. The
forecast is based on a conservative all-in price of around
$2.20/gallon, above current spot prices, leaving room for actual
results to outpace expectations. Fuel savings combined with a
stable demand for travel to the state of Hawaii and the effects of
debt repayments that occurred during the first quarter could push
HA's adjusted debt/EBITDAR well below 4x by year-end 2015 from
around 4x as of March 31, 2015. Fitch also anticipates that funds
from operations (FFO) fixed-charge coverage will improve
incrementally over the intermediate term from around 2x where it
has hovered for several years.

Hawaiian's EBITDAR margin expanded by 580 basis points (bps) in the
LTM period ended March 31, 2015 to 24.3% causing adjusted
debt/EBITDAR to fall to 4x. Fitch's previous forecast (which
incorporated higher fuel prices and a weaker revenue environment)
did not anticipate that leverage would fall below 5x before
year-end 2015. In addition, FCF turned slightly positive in the LTM
period, driven by better operating profits and lower capital
spending. While FCF was negative in calendar 2014, it was better
than expected. FCF for 2014 was -$142 million compared to
expectations that FCF could be -$200 million or lower.

Improving FCF: Fitch expects FCF to turn sharply positive in 2015,
driven by reduced aircraft spending and lower fuel prices.
Deliveries of Hawaiian's new A330-200 will go from five in 2014 to
three in 2015, with the 2015 deliveries to be financed via
sale-leaseback, leading to a notable reduction in capital spending.
As a result, Fitch expects HA to produce positive FCF in excess of
$250 million for the year. FCF should remain positive in 2016 when
there will be a pause in new aircraft deliveries before HA begins
to receive A321 NEOs in late 2017. Positive FCF generation over the
next two years would represent a notable improvement from
performance in recent years when aircraft spending was at its
highest. HA produced a negative cumulative FCF of $323 million for
the period from 2011 through 2014.

Foreign exchange risk: Hawaiian is somewhat unique among North
American carriers in that a high proportion of its international
seats are sold in local currencies rather than in U.S. dollars.
Since November 2014, the two currencies to which HA is the most
exposed, the Yen and Australian dollar, have weakened considerably
against the U.S. dollar; both currencies are down by roughly 15%
from a year ago. Hawaiian reported that the strengthening of the
U.S. dollar represented a $5 million headwind in the 4Q net of
hedges. The strong dollar is likely to be a bigger negative in
2015, since the sharpest movements against the Yen and the
Australian dollar happened towards the end of 2014. Hawaiian
reports that it has hedged roughly 50% of its exposure to both the
Yen and the Australian dollar for 2015. Fitch estimates that a 15%
weakening of both currencies for the full year (compared to average
2014 levels) could have roughly a $40 million impact on revenue net
of Hawaiian's hedge benefits. However, Fitch notes that the effects
of the weak dollar are being more than offset by lower fuel
prices.

Unit Revenue Pressures: After experiencing limited capacity growth
in the first half of 2014, the domestic U.S.-to-Hawaii market added
a significant amount of seats in the second half of the year.
Hawaiian expects capacity in the market to be at 'record levels' in
the first half of 2015. As a result of higher capacity Fitch
expects PRASM in Hawaiian's domestic segment to be down in the low-
to mid-single digits in the first half. Unit revenues in
international markets are also likely to experience some pressure
from foreign exchange headwinds and from lower fuel surcharges.

Fitch has incorporated a modest amount of unit revenue weakness
into its forecast, and although it represents a concern, revenue
pressures are expected to be offset by lower fuel prices and
moderate non-fuel cost growth.

Solid financial flexibility: Fitch considers Hawaiian's financial
flexibility to be solid for the rating. As of March 31, 2015 the
company had a cash balance of $226 million, $262 million in
short-term investments and full availability under its $175 million
revolver. In Fitch's base case forecast, Hawaiian's sources of
liquidity (cash, revolver availability, and expected cash from
operations) exceed projected capital expenditures and debt
maturities through 2016 by more than 2x. Total liquidity was equal
to 28.5% of LTM revenue, which is at the high end of Hawaiian's
N.A. peer group. Fitch considers the company's upcoming debt
maturities to be manageable. Maturities total $62.3 million for the
remainder of 2015 and $82.9 million in 2016. The company
repurchased $63.1 million of its convertible notes in the first
quarter, satisfying a meaningful portion of its 2015 maturities.

Recovery Ratings:
Fitch's upgrade of HA's convertible notes is based on Fitch's
recovery analysis, which reflects recovery expectations under a
scenario in which distressed enterprise value is allocated to the
various debt classes. Fitch's recovery analysis incorporates a
'going concern' scenario, reflecting the likelihood that the
company would restructure rather than liquidate in a potential
future bankruptcy. The upgrade reflects a revised estimate for HA's
enterprise value reflecting its growing revenues and better
profitability over the past year. Note that all but $7.8 million of
the notes were surrendered in the first quarter of 2015.

KEY ASSUMPTIONS

   -- A stable demand environment for air travel to Hawaii from
      the mainland U.S.
   -- Moderate unit revenue weakness driven by increased
      competitive capacity in domestic markets and currency
      fluctuations in international markets.
   -- An all-in fuel cost of $2.20 for the year, increasing
      thereafter.
   -- CASM ex-fuel growth in the low single digits through the
      forecast period.

RATING SENSITIVITIES:

Future actions that may individually or collectively lead Fitch to
take a positive rating action include:

   -- Sustained adjusted debt/EBITDAR below 4.5x;
   -- A return to positive FCF generation;
   -- EBITDAR margins sustained at or above the 17%-20% range;
   -- Evidence that increased domestic competitive capacity and
      foreign exchange headwinds are not materially impacting HA's

      profitability.

These positive rating sensitivities are unchanged from Fitch's
previous review. Although Hawaiian's current credit metrics are
consistent with those laid out above, Fitch will likely watch for
metrics to be sustained or improved over the next 12-18 months
prior to taking a positive rating action.

Future actions that may individually or collectively lead Fitch to
take a negative rating action include:

   -- Capacity additions into the Hawaiian market which cause
      sustained weakness in yields;
   -- Leverage rising and remaining at or above 6x;
   -- A notable drop in tourism to Hawaii caused by a natural
      disaster or economic downturn;
   -- EBITDAR margins falling and remaining below 15%

2013-1 EETC:

Fitch has affirmed the senior tranche rating at 'A-'. Senior EETC
tranche ratings are primarily based on a top-down analysis of the
level of overcollateralization featured in the transaction. The
ratings also incorporate the structural benefits of section 1110 of
the bankruptcy code, and the presence of an 18-month liquidity
facility.

Fitch's stress case utilizes a top-down approach assuming a
rejection of the entire pool of aircraft in a severe global
aviation downturn. The stress scenario incorporates a full draw on
the liquidity facility, an assumed 5% repossession/remarketing
cost, and a 30% stress to the value of the aircraft collateral. The
30% value haircut corresponds to the high end of Fitch's 20%-30%
'A' category stress level for Tier 1 aircraft.

The collateral pool in this transaction consists of six A330-200s.
Fitch views the A330-200 as a borderline Tier 1/Tier 2 aircraft.

Fitch notes that according to data provided by a third party
appraiser, values for the A330 family are experiencing some
softness in anticipation of the launch of the A330 NEO and from the
introduction of the A350. The A330-200 also suffers from
competition with the 787, as the 787-8 and 787-9 bracket the
A330-200 in terms of seating capacity, while the 787 is a more
efficient aircraft. Within the aircraft family, the A330-200 has
lost favor with many users to the larger A330-300.

Value declines over the past year have exceeded the depreciation
assumptions included in Fitch's forecast model. The class A
certificates still pass Fitch's 'A' level stress test, but with
significantly less headroom. Fitch's current forecast anticipates
that LTVs in this transaction will slowly improve as the debt
amortizes. However, further declines in A330 values could prompt a
downgrade to 'BBB+'.

Subordinated tranche ratings are linked to Hawaiian's IDR, and
therefore the B tranche ratings have been affirmed at 'BB', which
represents a three-notch uplift from Hawaiian's IDR of 'B'.

Subordinated tranche ratings are adjusted from Hawaiian's IDR based
on three primary considerations: 1) affirmation factor, 2) presence
of a liquidity facility, and 3) recovery prospects. Fitch considers
the affirmation factor for this collateral pool to be moderate to
high resulting in a +2 notch adjustment (maximum is 3). The B
tranche also features an 18-month liquidity facility, providing a
further +1 notch adjustment. No adjustment has been made for
recovery, resulting in a rating of 'BB'.

EETC RATING SENSITIVITIES
Senior tranche ratings could be considered for a negative action if
declines in base value for the A330-200 continue to outpace Fitch's
expectations. A positive rating action is not expected at this
time.

The subordinate tranche ratings are directly linked to Hawaiian's
IDR. Therefore, if Fitch were to take a rating action on Hawaiian,
the B tranche rating would change commensurately.

Fitch has upgraded the following ratings:

Hawaiian Holdings, Inc.

   -- Senior unsecured convertible notes to 'B/RR4' from 'B-/RR5'.

Fitch has affirmed the following ratings:

Hawaiian Holdings, Inc.

   -- IDR at 'B'.

Hawaiian Airlines, Inc.

   -- IDR at 'B'.

Hawaiian Airlines 2013-1 pass-through trust

   -- Series 2013-1 class A certificates at 'A-';
   -- Series 2013-1 class B certificates at 'BB'.

The Rating Outlook is Positive.


IDQ HOLDINGS: Moody's Reviews 'B3' CFR for Upgrade
--------------------------------------------------
Moody's Investors Service places the ratings for IDQ Holdings Inc.
under review for upgrade following the announcement that IDQ's
parent company, Armored Autogroup Parent, is being acquired for
$1.4 billion by Spectrum Brands (NYSE: SPB; B1 CFR). Moody's
understands that the debt of Armored Autogroup Parent, which
includes IDQ's outstanding debt, will be assumed by Spectrum Brands
in connection with the transaction. The transaction is expected to
close on or before June 30, 2015 subject to applicable regulatory
approvals and customary closing conditions. If for some reason the
transaction does not close as anticipated, IDQ's ratings will be
re-evaluated at that time.

Ratings at IDQ Holdings Inc. placed under review for upgrade:

  -- B3 Corporate Family Rating;

  -- B3-PD Probability of Default Rating;

  -- $220 million senior secured notes due 2017 rated B3 (LGD 3).

  -- The outlook is changed to rating under review

Setting aside the potential acquisition by Spectrum, IDQ's B3
corporate family rating (CFR) reflects its high debt levels that
are residual to a history of leveraged recaps. Ratings are also
constrained by the company's small scale, exclusive focus on the
niche, automotive air-conditioning maintenance and repair market,
significant seasonal working capital needs, and a high customer
concentration. By focusing on refrigerant-related products, the
company's sales base is highly exposed to variability in weather
throughout the U.S. However, Moody's notes that the company is
undertaking strategic initiatives to expand its value-added product
offerings. The rating benefits from the company's high market share
within its key end market and the growing demand for its need-based
products. It also benefits from the expectation that IDQ's strong
market position will continue to allow the company to pass through
refrigerant gas and other commodity costs and maintain strong
margins with low capital investment.

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

IDQ Holdings Inc. ("IDQ"), headquartered in Garland, TX, provides
packaged refrigerant products including cans, all in one kits,
chemicals, lubricants, leak sealants, tools, and accessories for
the servicing of automotive air conditioning systems primarily for
the Do-It-Yourself (DIY) automotive aftermarket in North America.
IDQ was acquired by Armored AutoGroup Parent, Inc. in March 2014.
Revenues for the twelve month period ended December 31, 2014 were
approximately $145 million.


IMAGING3, INC: Secures Initial Funding
--------------------------------------
Imaging3, Inc., has secured initial funding to support the
Company's activities going forward.  The Company intends to use the
funding to achieve several key objectives.  The Company's first
objective is to complete its financial statements with its new
auditing firm Rose, Snyder & Jacobs LLP located in Encino,
California.  The Company's second objective is to conclude the
bankruptcy process and submit the required documents necessary to
apply for a trading symbol.  In addition, the Company continues to
focus on completing its FDA resubmission application for the
Dominion VI scanner and has engaged Bio-Logics to assist with the
FDA application process.

Dane Medley, the Company's Chairman and CEO, stated, "I recognize
that the past 18 months have been trying for our investors and
organization.  The challenges we faced were very complex.  We have
re-evaluated every aspect of our organization and have made some
very difficult business decisions to move the company forward.
Walking away from our initial auditors was a costly decision, after
20 months of trying to complete the 2012 financials.  Now we have a
great firm and hope to complete our financial statements in the
next 45-60 days."

"Completing the Dominion VI scanner for resubmission to the Food
and Drug Administration is of the highest priority.  The Company
has made several improvements to the scanner that should improve
its prospects for gaining approval.  We have combined three
operating systems down to one, we have combined four software
packages down to one, and with the speed of computing have reduced
the four hosting servers also down to one, making the entire
process quicker, more efficient, and capable of producing images of
higher quality," Mr. Medley said.

Mr. Medley added, "We intend that Imaging3, Inc., will be very lean
going forward.  We are excited for our investors and are focused on
obtaining a stock trading symbol as soon as possible.  Many
challenges remain ahead of us but we remain optimistic about the
Company's future.  We will have more information to share with you
soon."

                        About Imaging3

Headquartered in Burbank, California, Imaging3, Inc. --
http://www.imaging3.com/-- is a provider of advanced technology  
medical imaging devices.  The Company has developed a breakthrough
medical imaging device that produces 3D medical diagnostic images
of virtually any part of the human body in real-time.  Because
these 3D images are instantly constructed in real-time, they can
be used for any current or new medical procedures in which
multiple frames of reference are required to perform medical
procedures on or in the human body.  The company was founded in
1993.

Imaging3 sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
12-41206) on Sept. 13, 2012.  Brian L. Davidoff, Esq., at
Greenberg Glusker, in Los Angeles, serves as counsel.
The Debtor estimated assets of $500,001 to $1,000,000 and
liabilities of $10,000,001 to $50,000,000.


INDUSTRIAS METALURGICAS: Fitch Cuts IDRs to 'D'
-----------------------------------------------
Fitch Ratings has downgraded the foreign (FC) and local currency
(LC) Issuer Default Ratings (IDRs) to 'D' from 'RD' for Industrias
Metalurgicas Pescarmona S.A.I.C. y F. (IMPSA), WPE International
Cooperatief U.A. (WPEI), and the companies' ultimate holding
company, Venti S.A.'s (Venti) ratings.

Fitch has also affirmed the ratings for the following issuance of
the Venti Group at 'C/RR4':

   -- USD390 million 10.375% senior unsecured notes due September
      2020 and issued by WPEI.

Fitch plans to withdraw the ratings on or about May 30.
Fitch downgraded the ratings for IMPSA/WPEI/Venti as the company
has entered into a restructuring process following failure to pay
its financial obligations, including the rated WPEI 10.375% USD390
million senior unsecured international bonds due September 2020.

The downgrade to 'D' from 'RD' reflects the fact the company has
missed its coupon payments on its WPEI notes since the Sept. 30,
2014 due date.
Given the company's restructuring efforts, the company has chosen
to stop participating in the rating process. Therefore Fitch will
no longer have sufficient information to maintain the ratings.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market on the withdrawal of the above ratings.

Fitch's last rating action on Venti and its various subsidiaries
occurred on Nov. 13, 2015.



INTERCORP RETAIL: Fitch Withdraws 'BB' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has withdrawn the following ratings for Intercorp
Retail Inc.:

Intercorp Retail

   -- Long-term Issuer Default Rating (IDR) 'BB';
   -- Local currency IDR 'BB'.

Intercorp Retail Trust (ITR)

   -- Long-term IDR 'BB'.

The ratings have been withdrawn as the company has repaid in full
ITR's USD300 million senior guaranteed notes. Fitch will no longer
provide rating or analytical coverage of this issuer.


IRON MOUNTAIN: Revised Offer "Credit Positive," Moody's Says
------------------------------------------------------------
Moody's Investors Service believes that Iron Mountain
Incorporated's revised offer to acquire Sydney, Australia-based
Recall Holdings Limited is credit positive for Iron Mountain. If
completed consistent with the proposed terms, the acquisition will
enhance Iron Mountain's scale, generate significant cost savings,
and accelerate deleveraging. However, Iron Mountain's Ba3 Corporate
Family Rating, its existing debt instrument ratings, and the stable
ratings outlook are not affected by the announcement.

Iron Mountain is an international provider of information storage
and related services with revenues of $3.1 billion in the twelve
months ended March 31, 2015.



JEFFERSON COUNTY, AL: 11th Circ. Takes up Appeal of Ch. 9 Challenge
-------------------------------------------------------------------
Law360 reported that the Eleventh Circuit agreed to examine if
sewer ratepayers can undo a central feature of Jefferson County,
Alabama's debt restructuring, a dispute that could clarify under
what circumstances dissenting voices can attack a consummated
Chapter 9 plan.

According to the report, in accepting Jefferson County's petition
for appeal, the Eleventh Circuit will consider the viability of a
constitutional challenge to the bankruptcy plan that ended what
stood at the time as the second-largest municipal insolvency in
U.S. history.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.

On Aug. 7, 2013, the Court approved the disclosure statement
explaining the Chapter 9 Plan of Adjustment for Jefferson County,
Alabama.  Jefferson County emerged from bankruptcy on Dec. 3 by
implementing the municipal debt-adjustment plan that was approved
on Nov. 22 when the U.S. bankruptcy judge in Birmingham signed a
confirmation order.

                           *     *     *

The Troubled Company Reporter, on Nov. 20, 2014, reported that
Fitch Ratings affirms several ratings for Jefferson County
warrants, including $395.0 million senior lien sewer revenue
current interest warrants series 2013-A at 'BB+.'


JPH LAS VEGAS: Hearing on Case Dismissal Continued Until May 12
---------------------------------------------------------------
The Bankruptcy Court has continued until May 12, 2015, at 9:30
a.m., the hearing to consider the U.S. Trustee's and secured
creditor Nightingale Holdings, Inc.'s motions to dismiss the
Chapter 11 case of JPH Las Vegas LLC.

Nightingale notes that the Debtor is a shell company created for
the sole purpose of holding the Buffalo and Warm Springs
Properties.  The Debtor does not transact business, has never
generated any income, has no employees, has only five total
creditors (which include Debtor's principals) and has no operating
business.  As such, Nightingale says the Debtor has no reasonable
probability of confirming a plan of reorganization.

Nightingale said that the Debtor's bankruptcy filing was for the
ulterior and bad faith purpose of forestalling secured creditor's
foreclosure on the Buffalo and Warm Springs Properties -- which
foreclosure stems from the Debtor's failure to remit the required
debt payment since 2009.  

The Debtor responded to Nightingale's motion to dismiss by noting
that the secured creditor lacked the legal standing to challenge a
bankruptcy case as unauthorized.  Joan Lee, sole manager of the
Debtor, also noted that its case is only approximately six weeks
old and thus is still evaluating the plan prospects and believes it
is premature to speak on the Debtor's plan prospects.

Tracy Hope Davis, U.S. Trustee, in a March 25 motion, said that
dismissal of the case is warranted because:

   -- The Debtor has not filed an operating report to disclose the
disposition of estate assets, and the Debtor has not filed the
notice of related cases required by Local Rule 1015(b).  The U.S.
Trustee requested that the Debtor timely file both documents at the
Section 341 meeting of creditors convened in the case, as
well as in a subsequent written request.  Yet to date, the Debtor
has failed to comply.

   -- The Debtor has not provided information reasonably requested
by the U.S. Trustee, including: (1) proof that the Debtor has
opened a debtor-in-possession bank account; (2) income and
financial statements; and (3) a copy of a $5,000 promissory note
representing a postpetition loan to the Debtor from another entity
controlled by the Debtor's Manager and sole member, Joan Lee.


In response to the U.S. Trustee's contentions, the Debtor explained
that given the nature of its business, the monthly operating
reports will obviously only show minimal activities so any delay
results in absolutely no prejudice to any party-in-interest.  The
Debtor says it is in the process of opening a DIP account, however
the process is somewhat complicated given that the Debtor did not
maintain and indeed there was no reason to maintain bank account
prepetition.

Nightingale is represented by:

         AJ Kung, Esq.
         Brandy Brown, Esq.
         KUNG & BROWN
         214 S. Maryland Parkway
         Las Vegas, NV 89101
         Tel: (702) 382-0883
         Fax: (702) 382-2720
         E-mail: ajkung@ajkunglaw.com
                 bbrown@ajkunglaw.com

                       About JPH Las Vegas

Based in Los Angeles, JPH Las Vegas LLC filed for Chapter 11
bankruptcy on Feb. 4, 2015 (Bankr. D. Nev. Case No.: 15-10522).

Judge August B. Landis presides the Debtor's bankruptcy case.
Matthew C. Zirzow, Esq., at Larson & Zirzow LLC, represents the
Debtor in its case.  The Debtor both estimated assets and
liabilities between $10 million and $50 million.

On April 20, 2015, the Debtor filed an amended voluntary petition,
a copy is available for free at:

     http://bankrupt.com/misc/JPH_58-Avoluntarypetition.pdf



JPH LAS VEGAS: L&Z Disclose Principal Loaned Amount for Retainer
----------------------------------------------------------------
Matthew C. Zirsow, Esq., shareholder at Larson & Zirzow LLC,
counsel for JPH Las Vegas, LLC submitted a supplemental declaration
in response to the objection of Tracy Hope Davis, Trustee for
Region 17 to the employment of L&Z as general reorganization
counsel.

Mr. Zirsow clarified that the Debtors principal Joan Lee is the
ultimate source and obligor of all retainer funds received by the
law firm.  The disclosed portion of the funds that was received by
the law firm from Royal Springs was, in fact, a loan from Royal
Springs to Ms. Lee, however given the exigencies of the retention
only a few days before an impending foreclosure sale over the
Debtor's properties, she caused Royal Springs to send the check for
part of the retainer directly to Mr. Zirsow.

The U.S. Trustee, in his limited objection, stated that the Court
must either deny the application or allow L&Z and the Debtor a
limited period of time to amend the application because:

   -- the application does not meet the Ninth Circuit's governing
legal standard to obtain a nunc pro tunc order approving the
applicant's employment; and

   -- the application does not comply with FRBP 2014(a) because it
contains an untrue statement about connections between proposed
counsel and one of the Debtor's creditors or a party in interest.

As reported in the Troubled Company Reporter on April 13, 2015, the
Debtor requires Larson & Zirzow to:

   (a) prepare on behalf of the Debtor, as debtor in possession,
       all necessary or appropriate motions, applications,
       answers, orders, reports, and other papers in connection
       with the administration of the Debtor's estate;

   (b) take all necessary or appropriate actions in connection
       with a plan of reorganization and related disclosure
       statement and all related documents, and such further
       actions as may be required in connection with the
       administration of Debtor's estate;

   (c) take all necessary actions to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       the Debtor's behalf, the defense or any actions commenced
       against Debtor, the negotiation of disputes in which Debtor

       is involved, and the preparation of objections to claims
       filed against Debtor's estate; and

   (d) perform all other necessary legal services in connection
       with the prosecution of the Chapter 11 case.

Larson & Zirzow will be paid at these hourly rates:

       Shareholders            $450
       Paraprofessionals       $175

Larson & Zirzow will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Prior to the petition date, Larson & Zirzow received a retainer in
the sum of $40,000 for legal services in connection with the
Debtor's restructuring and bankruptcy case.  Of this sum, Larson &
Zirzow billed and was paid the sum of $3,009 prior to the petition
date, and Larson & Zirzow currently holds in retainer the remainder
sum of $36,990 in trust.

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

                       About JPH Las Vegas

Based in Los Angeles, JPH Las Vegas LLC filed for Chapter 11
bankruptcy on Feb. 4, 2015 (Bankr. D. Nev. Case No.: 15-10522).

Judge August B. Landis presides the Debtor's bankruptcy case.
Matthew C. Zirzow, Esq., at Larson & Zirzow LLC, represents the
Debtor in its case.  The Debtor both estimated assets and
liabilities between $10 million and $50 million.


KIOR INC: SEC's Has May 8 Deadline to File Complaint
----------------------------------------------------
The U.S. Bankruptcy Court approved a stipulation between KiOR Inc.,
and Securities and Exchange Commission extending the time to take
action, to the extent necessary, to determine the
nondischargeability of a debt owed to a governmental unit.
Pursuant to the stipulation, SEC's deadline to file its complaint
or take other action that may be required, if any, in the case to
determine nondischargeability of a debt will be May 8, 2015.

As reported in the Troubled Company Reporter on March 30, 2015, the
Debtor has filed a complaint for a determination of the
dischargeability of the debt alleged by the State of Mississippi,
about which the State has asserted allegations of fraud in state
court litigation.  The State has filed a proof of claim (Claim
Docket No. 31, amended at Claim Docket No. 70) in the approximate
amount of $78.5 million.

The background of the State's filed claim and the state court
litigation begins in 2007, when the Debtor was formed to develop
and bring to market a renewable fuel technology so promising that
investors committed over $600 million in debt and equity to its
development.  When the Debtor began to lay the groundwork to build
its first-of-a-kind production facility, several states actively
courted it, hoping to attract this investment.  Among these was
the
State of Mississippi, whose then-governor was a strong advocate
of
offering financial incentives to startups and development stage
companies (particularly in the alternative energy industry) to
locate their businesses in Mississippi, based on their potential
to
generate jobs and economic growth in the State.  A key factor
that
induced the Debtor to choose Mississippi over the competing
states
as the site for its project was the provision of a $75 million
development loan.  The State signed a commitment to provide these
funds in 2010, and advanced them in 2011.

                            About KiOR Inc.

KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively.  KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V.  KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic
biomass.

KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware.  Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities.  KiOR Columbus did not
seek bankruptcy protection.

The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.

The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  The Debtor's financial
advisor is Alvarez & Marsal.  Guggenheim Securities, LLC, is the
Debtor's investment banker.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.

Pasadena Investments, LLC, as administrative agent for a
consortium of lenders, committed to provide up to $15 million in
postpetition financing.  The DIP Agent is represented by Thomas E.

Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los
Angeles, California, and Michael R. Nestor, Esq., at Young Conaway

Stargatt & Taylor, LLP, in Wilmington, Delaware.


LA FERIA, TX: Moody's Downgrades GOLT Debt Rating to Ba1
--------------------------------------------------------
Moody's Investors Service downgraded the City of La Feria's (TX)
general obligation limited tax (GOLT) debt rating to Ba1 and
maintains the negative outlook. The city has $19.2 million in
outstanding GOLT debt, $1.1 million of which is rated by Moody's.

The Ba1 rating reflect the City's trend of operating deficits
resulting in a deficit fund balance, narrow liquidity, growing tax
base with below average socioeconomic indicators and an elevated
debt burden with slow principal amortization.

The negative outlook reflects the City's limited financial
flexibility due to a very high debt burden and narrow liquidity.
The inability to accommodate increasing debt service costs could
put additional negative pressure on the City.

What could make the rating go up:

- Structurally positive financial operations leading to
   healthier cash reserves

- Continued growth in the city's tax base and/or socioeconomic
   profile

What could make the rating go down:

- Further deterioration in reserve position

- Inability to sustain balanced General Fund operations

La Feria is a political subdivision and municipal corporation of
the State of Texas that covers 5.1 square miles located in Cameron
County.

The certificates are secured by a continuing and direct annual ad
valorem tax, levied against all taxable property in the city, and
are additionally secured by a junior and subordinate pledge of the
net revenues of the city's combined utility system.

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


LEHMAN BROTHERS: Ch. 11 Judge Not Keen to Award Ex-Trader $84M
--------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Shelley C. Chapman in
New York expressed skepticism as former Lehman Brothers Inc. star
trader Jonathan Hoffman, who moved on to Barclays PLC after a
fire-sale merger born of the 2008 market meltdown, insisted at a
bench trial that the fallen financial giant owes him $84 million
per his employment arrangement.

According to the report, Judge Chapman asked pointed questions
about the bid by Mr. Hoffman -- along with three others -- to
collect on sums varying in size from James Giddens, the trustee
liquidating the Lehman Brothers Holdings Inc. broker-dealer unit.

"The question is whether or not he was paid," Judge Chapman said to
Mr. Hoffman's counsel, Douglas P. Baumstein of White & Case LLP,
adding "you don't get paid twice," the report related.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was     
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.  
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion.  As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.


LEVEL 3: Fitch Keeps 'BB+/RR1' Rating on Secured Credit Facility
----------------------------------------------------------------
Fitch Ratings will maintain the 'BB+/RR1' issue rating on Level 3
Financing, Inc.'s (Level 3 Financing) proposed senior secured term
loan that is expected to be used to refinance the company's
existing equivalent sized tranche B term loan due January 2022.
Level 3 Financing is a wholly owned subsidiary of Level 3
Communications, Inc. (LVLT). The Issuer Default Rating (IDR) for
both LVLT and Level 3 Financing is 'B+' with a Positive Outlook.
LVLT had approximately $11.5 billion of consolidated debt
outstanding on March 31, 2015.

The terms of the new credit facility, including the security and
guaranty structure are expected to be substantially similar to the
existing Tranche B 2022 term loan. Outside of an expected reduction
of interest expense related to this transaction, LVLT's credit
profile has not substantially changed.

KEY RATING DRIVERS

   -- LVLT remains committed to operate within its 3x to 5x net
      leverage target. The enhanced scale and ability to generate
      meaningful free cash flow (FCF) resulting from the TW
      Telecom, Inc. (TWTC) acquisition reinforces Fitch's
      expectation for further strengthening of LVLT's credit
      profile.

   -- The TWTC acquisition increases LVLT's scale and focus on   
      high-margin enterprise account revenues while increasing the

      company's overall competitive position and ability to
      capture incremental market share;

   -- The acquisition is clearly in line with LVLT's strategy to
      shift its revenue and customer focus to become a
      predominantly enterprise-focused entity.

   -- The company is poised to generate sustainable levels of FCF
      (defined as cash flow from operations less capital
      expenditures and dividends). Fitch anticipates LVLT FCF
      generation will grow to nearly 10% of revenues by year-end
      2016 on a pro forma basis.

   -- The operating leverage inherent to LVLT's business model
      positions the company to expand both gross and EBITDA
      margins.

Consolidated leverage, pro forma for the TWTC acquisition, is 4.6x
before consideration of any operating cost synergies and declines
to 4.3x after factoring in $200 million of anticipated operating
cost synergies. LVLT leverage increased year-over-year to 5.6x on
an actual basis as of March 31, 2015 as a result of the effect of
acquisition financing. Fitch continues to expect LVLT's credit
profile will strengthen as the company benefits from anticipated
EBITDA growth, FCF generation and cost synergies related to the
TWTC acquisition.

The TWTC acquisition improves LVLT's ability to generate consistent
levels of FCF. Fitch anticipates LVLT FCF generation will grow to
nearly 10% by year-end 2016 on a pro forma basis. The company has
generated approximately $324 million of FCF through the LTM ended
March 31, 2015. Fitch believes the company's ability to grow
high-margin core network services (CNS) revenues coupled with the
strong operating leverage inherent to its operating profile
position the company to generate consistent levels of FCF.

The TWTC acquisition is in line with LVLT's strategy to shift its
revenue and customer focus to become a predominately
enterprise-focused entity. TWTC's strong metropolitan network
supports LVLT's overall strategy. Pro forma for the transaction,
LVLT's revenue from enterprise customers increases to 72% of total
CNS revenue from 68%. From a regional perspective, North America
CNS revenue would increase to 79% of total CNS revenue, up from
approximately 73%.

LVLT's network capabilities, in particular its strong metropolitan
network, along with a broad product and service portfolio
emphasizing Internet protocol (IP)-based infrastructure and managed
services provide the company a solid base to grow its enterprise
segment revenues. Fitch believes that revenue growth prospects
within LVLT's CNS segment stand to benefit from the transition
among enterprise customers from legacy time division multiplexing
(TDM) communications infrastructure to Ethernet or IP VPN
infrastructure based on IP.

Fitch believes that LVLT's liquidity position is adequate given the
rating, and that overall financial flexibility is enhanced with
positive FCF generation. The company's liquidity position is
primarily supported by cash carried on its balance sheet which as
of March 31, 2015 totaled approximately $567 million (pro forma for
the redemption of 9.375% senior notes due 2015), and expected FCF
generation. As of Dec. 31, 2014, $63 million of cash was
denominated in Venezuelan bolivares. LVLT does not maintain a
revolver, which limits its financial flexibility in Fitch's
opinion. LVLT's maturity profile is manageable within the context
of FCF generation expectations and access to capital markets. As
expected, LVLT converted approximately $333 million outstanding
principal remaining on its 7% convertible senior notes due 2015
into approximately 12 million shares of LVLT common. The company
does not have material scheduled maturities during the remainder of
2015, and the next scheduled maturity is not until 2018 when
approximately $300 million of debt is scheduled to mature.

RATING SENSITIVITIES

What Could Lead to a Positive Rating Action:

   -- Consolidated leverage maintained at 4x or lower;

   -- Consistent generation of positive FCF, with FCF-to-adjusted
      debt of 5% or greater;

   -- Positive operating momentum characterized by consistent core

      network service revenue growth and gross margin expansion.

What Could Lead to a Negative Rating Action:

   -- Weakening of LVLT's operating profile, as signaled by
      deteriorating margins and revenue erosion brought on by
      difficult economic conditions or competitive pressure;

   -- Discretionary management decisions including but not limited

      to execution of merger and acquisition activity that
      increases leverage beyond 5.5x in the absence of a credible
      de-leveraging plan.



LOUISIANA STATE: Halts $114-Million Bond Issues
-----------------------------------------------
Law360 reported that Louisiana State University said it would
postpone issuing $114.5 million in bond debt it sold earlier but
sought to calm insolvency fears as state lawmakers grappled with a
potentially deep round of budget cuts being forced on the state
because of shrinking oil tax revenue.

According to the report, LSU has not begun the process of filing
for financial exigency -- academia's version of bankruptcy --
though it is exploring all possibilities in light of the state's
predicted $1.6 billion budget shortfall, spokeswoman Kristine
Calongne said in a statement.

As previously reported by The Troubled Company Reporter, citing The
Times-Picayune, LSU and many other public colleges in Louisiana
might be forced to file for financial exigency if state higher
education funding doesn't soon take a turn for the better.  F. King
Alexander, president and chancellor of LSU, Louisiana's flagship
university began putting together the paperwork for declaring
financial exigency when the Legislature appeared to make little
progress on finding a state budget solution, the Times-Picayune
said.


LTS GROUP: Moody's Places 'B2' CFR on Review for Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings for LTS Group Holdings
LLC, including its B2 Corporate Family Rating, on review for
downgrade following the company's announcement that it plans to
merge with Fibertech Networks in an all-cash transaction for
approximately $1.9 billion. The transaction will be funded through
a combination of equity and debt, amounts of which are currently
not disclosed. The review for downgrade is based upon Moody's
expectation that the transaction will be largely debt-financed and
will increase leverage beyond the limits of the company's current
B2 CFR. The transaction is expected to close in the third quarter
of 2015 and Moody's anticipates concluding the review within that
timeframe.

On Review for Downgrade:

Issuer: LTS Group Holdings LLC

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

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

Issuer: LTS Group Holdings LLC

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: LTS Buyer LLC

  -- Senior Secured Bank Credit Facility (Local Currency), Placed
     on Review for Downgrade, currently B1, LGD3

  -- Senior Secured Bank Credit Facility (Local Currency), Placed
     on Review for Downgrade, currently Caa1, LGD6

Outlook Actions:

Issuer: LTS Buyer LLC

  -- Outlook, Changed To Rating Under Review From Stable

Moody's review will focus on LTS's post-merger capital structure,
the combined company's ability to generate sustainable positive
free cash flow, integration risks associated with the merger and
its liquidity profile given the expected increased interest burden
and higher capital spending.

LTS's B2 CFR reflects the company's strong growth profile, stable
base of contracted recurring revenues, historically low churn
rates, valuable fiber optic network assets covering over 20,000
fiber route miles and Moody's expectation of margin expansion from
the synergies realized by integrating its prior acquisition,
Sidera. These strengths are offset by relatively high leverage
(over 6x Moody's adjusted Debt to EBITDA) and high capital
intensity. The rating also incorporates relatively low cash
balances, the private equity ownership structure and a seasoned and
proven management team.

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


MILLENNIUM HEALTHCARE: Reports $24.5-Mil. Net Loss in 2014
----------------------------------------------------------
Millennium Healthcare Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2014.

MaloneBailey LLP expressed substantial doubt about the Company's
ability to continue as a going concern citing that the Company has
incurred operating losses for the past several years, has a working
capital deficiency of $2.92 million, and a stockholders' deficit of
$2.39 million as of December 31, 2014.

The Company reported a net loss of $24.5 million on $8.34 million
in revenues for the year ended
Dec. 31, 2014, compared with a net loss of $16.6 million on $1.99
million of revenues in the same period last year.

The Company's balance sheet at Dec. 31, 2014, showed $7.24 million
in total assets, $9.63 million in total liabilities, and a
stockholders' deficit of $2.39 million.

A copy of the Form 10-K is available at:

                        http://is.gd/8Ar6S7

Garden City, N.Y.-based Millennium Healthcare Inc., formerly Zen
Holding Corp., is healthcare support and service company.  The
Company provides physician practice management with focus on
physician practices specializing in cardiovascular procedures.


MINERAL PARK: Seeks $2.8M in Unpaid Copper Deliveries Claim
-----------------------------------------------------------
Law360 reported that Mineral Park Inc. filed a $2.8 million breach
of contract complaint against global commodity trader Trafigura AG
in Delaware federal court, claiming the trading company improperly
terminated a copper concentrate delivery agreement.

According to the report, Mineral Park claims that Trafigura owes
nearly $2.8 million stemming from deliveries of copper concentrate
and payment obligations, as well as an additional unliquidated
amount due to its premature termination of the agreement, forcing
the mining company to find a new buyer for the material.

                        About Mineral Park

Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014.  The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.

Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.

British Columbia, Canada-based MML, which has shares trading on
the
Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

The U.S. Trustee for Region 3 appointed three creditors of Mineral
Park, Inc. and its affiliates to serve on the official committee
of
unsecured creditors.  The Committee selected Stinson Leonard
Street
LLP and Hiller & Arban LLC as its counsel.

Mineral Park reported $286 million in total assets and $266
million
in total liabilities.


MISSISSIPPI PHOSPHATES: Cash Order to Remain in Effect Until June
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
handed down a ruling that will allow Mississippi Phosphates Corp.
to receive financing and use its lenders' cash collateral until
June 15, 2015.

According to the ruling, the court's interim order that approved a
$5 million financing to get Mississippi Phosphates through
bankruptcy will remain in effect until June 15 if a final order is
not entered prior to that date.

A copy of the court ruling is available without charge at
http://is.gd/nEtQJM

                   About Mississippi Phosphates

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

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

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

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

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

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

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



NCP FINANCE: Moody's Affirms CFR at Caa1, Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service affirmed NCP Finance Limited Partnership
Caa1 corporate family and senior secured ratings and changed
outlook to positive.

The affirmation reflects the company's position as an established
Credit Service Organization lender and its business model with
individual guarantees from NCP's CSO partners, which meaningfully
lower the risk of loan performance-related losses. The affirmation
also reflects the company's solid profitability, helped by strong
demand for alternative financial products in Texas and Ohio, as
well as high operating efficiency driven by low fixed costs and
operating expenses. In addition, NCP's leverage has improved in the
recent year due to solid profitability. The company's debt to
EBITDA improved to below 6 times at FYE2014 from over 7 times at
FYE2013.

NCP's Caa1 ratings are constrained by the company's geographic
concentration which exacerbates the operating and regulatory risks
associated with NCP's focus on sub-prime, short-term lending.
Furthermore, NCP's limited CSO client diversification causes it to
be vulnerable to potential revenue volatility were any of the
firm's major clients to reduce its operational presence or shift
business to a different CSO lender.

The positive outlook reflects the company's consistent
profitability, improved leverage, and adequate debt service
capability while growing its CSO client base.

The ratings could be upgraded if the company can achieve
sustainable profitability, diversify its client base, and reduces
leverage.

Negative rating actions could materialize in the event of
meaningful negative regulatory developments in Texas and Ohio or if
profitability or leverage metrics deteriorate, possibly due to loss
of key clients.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


NEWS-JOURNAL CORP: 11th Circ. to Hear Fight Over Pension Payments
-----------------------------------------------------------------
Law360 reported that the Eleventh Circuit will grapple with the
issue of whether a company is insolvent when debt is incurred or
when it is paid in a dispute over allegedly improper distributions
made by a bankrupt Florida newspaper that could have ripple effects
in the private equity industry.

According to the report, the appeals court is set to hear oral
arguments in Montgomery, Alabama, in a dispute between Cox
Enterprises Inc. and the Pension Benefit Guaranty Corp. over
$13,887,822 in unfunded pension benefit liabilities.

The case is Cox Enterprises, Inc. v. News-Journal Corporation, et
al., Case Number 14-14115 (11th Circ.).

                           Receivership

News-Journal is the publisher of the Daytona Beach News-Journal
and six local shopping guides through its wholly-owned subsidiary,
the Volusia Pennysaver, Inc.  On April 17, 2009, the
communications company, Cox Enterprises Inc., asked the U.S.
District Court for the Middle District of Florida to place News-
Journal into receivership.  The request was made following News-
Journal's inability to pay a judgment in Cox's favor.

On Jan. 6, 2010, the court-appointed receiver, James W. Hopson,
and Cox filed a joint motion for approval of an asset purchase
agreement that would establish the sale of substantially all of
News-Journal's publishing assets to Halifax Media Acquisition LLC.
The sale was approved by the District Court on March 23, 2010.


NEWSAT LIMITED: Lockheed, Space Launch Co. Object to Ch. 15 TRO
---------------------------------------------------------------
Law360 reported that two of NewSat Ltd.'s most important
contractors, Lockheed Martin Corp. and space launch firm
Arianespace SA, launched challenges to the Delaware bankruptcy
court's temporary order halting creditor action, both arguing it
shouldn't apply to their agreements as is.

According to the report, Lockheed argued in its motion that the
order in effect forces it to keep working on the satellite it
agreed to build for NewSat, even though the company likely won't be
able to pay for it, and without the protections a creditor in a
similar situation would get in a Chapter 11 case.  Arianespace,
which NewSat says is party to a $116 million contract to launch the
satellite into orbit, argued that its agreement is governed by
French law and has an arbitration clause naming France as the venue
for any dispute, the report related.

The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware will hold a hearing on May 18, 2015, at
10:00 a.m. (ET) to consider the Debtor's Chapter 15 petition.

                            About NewSat

NewSat Limited was founded in 1987 as a multimedia business and
gradually evolved into a satellite communications company.  NewSat
is now Australia's largest pure-play satellite communications
company, with teleports and satellites delivering internet, voice,
data and video communications coverage to 75% of the globe,
including Australia, Asia, the Middle East, Africa, Europe and the
United States.

NewSat's Jabiru-2, which was launched in September 2014, delivers
"Ku-Band" capacity across Australia, Timor Leste, Papua New Guinea
and the Solomon Islands, and provides connectivity to the
resources, commercial mobility, media, telecommunications and
government sectors.  NewSat's own commercial satellite named
Jabiru-1 is currently being built and is targeted for launch in
2015 to 2016.  Jabiru-1 will be Australia's first commercial "Ka-
band" satellite and is expected to deliver 7.6 GHz of new capacity
in the covered regions.17

As a result of certain defaults, cost overruns on the Jabiru-1
satellite project, and management issues, lenders halted funding
to NewSat.  Citicorp International, as trustee for lenders, on
April 16, 2015, placed NewSat into administration in Australia.
It appointed Stephen James Parbery and Marcus William Ayres, of
PPB Advisory in Sydney, Australia, as administrators.  Citi also
appointed Jason Preston and Matthew Wayne Caddy of McGrathNicol as
receivers.

On April 16, 2015, the Administrators filed Chapter 15 bankruptcy
petitions for NewSat and affiliates NSN Holdings Pty Ltd., NewSat
Services Pty Ltd., Jabiru Satellite Holdings Pty Ltd., NewSat
Space Resources Pty Ltd., NewSat Networks Pty Ltd., and Jabiru
Satellite Ltd. (Bankr. D. Del. Lead Case No. 15-10810) to stop
actions by creditors in the U.S.  The U.S. cases are assigned to
Judge Kevin J. Carey.  Young, Conaway, Stargatt & Taylor and Allen
& Overy LLP serve as counsel.

NewSat listed $500 million to $1 billion in assets and $100
million to $500 million in debt in its Chapter 15 petition.


NGPL PIPECO: Bank Debt Trades at 3% Off
---------------------------------------
Participations in a syndicated loan under which NGPL PipeCo LLC is
a borrower traded in the secondary market at 96.95
cents-on-the-dollar during the week ended Friday, May 1, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.20 percentage points from the previous week, The Journal
relates. NGPL PipeCo LLC pays 550 basis points above LIBOR to
borrow under the facility. The bank loan matures on May 4, 2017,
and carries Moody's Caa2 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 257 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.


NNN PARKWAY: Okayed to Surcharge Collateral of Lender WBCMT
-----------------------------------------------------------
The Bankruptcy Court granted NNN Parkway 400 26, LLC's motion to
surcharge collateral of WBCMT 2007-C31 Amberpark Office Limited
Partnership.

The Court ordered that the lender's collateral is surcharged with
the sum of $44,783 which amount may be applied from the funds being
held in the trust account of Weiland, Golden, Smiley & Wang-Ekvall,
LLP pursuant to the order on motions for summary judgment; and the
balance of the cash on hand will be disbursed to the
lender.

In June 2013, the lender filed a motion for relief from stay
contending that the value of the property was $20.8 million based
on an appraisal dated April 2013.

In a December 2014 filing, the Debtors responded to the opposition
of WBCMT 2007-C31's motion to surcharge collateral and asked that
the Court approve the motion.  The Debtor said that the services of
the Debtors' professionals did not duplicate the services of the
property manager as the lender contended.

Additionally, the Debtors explained that of the approximate $1.16
million in total fees and costs incurred by the Debtors'
professionals during the bankruptcy cases, the Debtors heeded the
Court's caution to be appropriately selective in their request for
surchargeable fees and costs.  It is indisputable that $44,800 of
these fees and costs, or 3.9%, resulted in a quantifiable benefit
to the lender, as demonstrated by the Lender's own admission that
the value of the property increased by $3.7 million after
replacement of the property manager.

                     About NNN Parkway 400 26

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Prepetition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.

In January 2014, Judge Albert issued an Amended Memorandum of
Decision denying confirmation of the Chapter 11 plan of NNN
Parkway and its 30 debtor affiliates, and granting the lender
relief from the automatic stay.  A copy of Judge Albert's Jan. 28,
2014 Amended Memorandum of Decision is available at
http://is.gd/36UOTofrom Leagle.com.



NYDJ APPAREL: Moody's Downgrades CFR to Caa1, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded NYDJ Apparel, LLC's Corporate
Family Rating to Caa1 from B3 and Probability of Default Rating to
Caa1-PD from B3-PD. Moody's also lowered the ratings on the
company's first lien secured term loan and revolving credit
facilities to B3 from B2. The rating outlook is negative.

The downgrade reflects the company's weak liquidity and high
leverage as a result of declines in the denim category. NYDJ's
revenue decreased by 10% and management EBITDA by 24% during 2014,
resulting in debt/EBITDA of mid-6 times as of December 31, 2014
compared to mid-4 times (Moody's-adjusted, as of October 30, 2013)
at the time of the leveraged buyout by Crestview Partners and
Maybrook Capital Partners. Moody's expects that despite some signs
of stabilization in the denim category, continued inventory
clearance may result in additional, albeit smaller, earnings
declines over the next several quarters, and a possible covenant
violation when the leverage and interest coverage covenants tighten
in June 2015. Moody's also believes operating pressure, weak
liquidity and high leverage increase the risk of a distressed
exchange.

Moody's took the following rating actions on NYDJ Apparel, LLC:

  -- Corporate Family Rating, downgraded to Caa1 from B3

  -- Probability of Default Rating, downgraded to Caa1-PD from
     B3-PD

  -- $12.5 million secured revolver expiring 2019, downgraded to
     B3 (LGD3) from B2 (LGD3)

  -- $150 million first lien secured term loan due 2020,
     downgraded to B3 (LGD3) from B2 (LGD3)

  -- Outlook is negative

The Caa1 Corporate Family Rating primarily reflects the company's
high leverage and weak liquidity, which could lead to a capital
structure modification that Moody's considers a distressed
exchange. NYDJ's cash and projected cash flow should fund debt
service over the next 12 months, but contractual covenant
tightening and weak operating performance could lead to a covenant
violation. The revolver is undrawn and expires in 2019, however
Moody's believes that the potential for a covenant violation limits
NYDJ's effective availability under the facility. The rating also
incorporates NYDJ's limited scale, short operating track record,
significant customer concentration, and reliance on the highly
competitive women's jean category, which has experienced declines
as a result of the 'athleisure' fashion trend. At the same time,
the rating also considers NYDJ's strong management team and still
good EBITA margins.

The negative rating outlook reflects the risk that operating
declines, high leverage and weak liquidity could result in a
capital structure modification that Moody's may deem a distressed
exchange.

The ratings could be downgraded if the company undergoes an event
Moody's deems a distressed exchange, if liquidity or free cash flow
weakens, or if a greater than expected earnings deterioration
further increases leverage.

The ratings could be upgraded if the company reverses its earnings
declines and sustains debt/EBITDA below 6.5 times. An upgrade would
also require an improved liquidity profile, including good covenant
cushion.

NYDJ Apparel, LLC ("NYDJ") designs and markets apparel for women
under the "NYDJ" brand. The company's products, which include
predominantly denim bottoms, are sold through department stores,
specialty boutiques, off-price retailers, outlets and on its
ecommerce website. Net revenues for the year ended December 31,
2014 were approximately $166 million. NYDJ has been majority-owned
by Crestview Partners and Maybrook Capital Partners since the
January 2014 LBO.

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


ONCOLYTICS BIOTECH: Obtain Extension to Regain Nasdaq Compliance
----------------------------------------------------------------
Oncolytics Biotech(R) Inc. on April 28 disclosed that it has
received a letter from the NASDAQ OMX Group determining that the
Company is eligible for an additional 180-calendar day period,
until October 26, 2015, to regain compliance with the minimum $1.00
per share required for continued listing under Listing Rule
5550(a)(2).

Per the notice of deficiency received on October 29, 2014,
Oncolytics had a period of 180-calendar days, or until April 27,
2015, to regain compliance with the minimum bid price requirement.
Following a review, Nasdaq determined that the Company was eligible
to receive an additional 180-day period on the basis that
Oncolytics still met the continued listing requirement for market
value of publicly held shares and all other initial listing
standards for The Nasdaq Capital Market, with the exception of the
minimum bid price requirement, and had provided written notice of
its intention to cure the minimum bid price deficiency during the
second 180-day compliance period by effecting a reverse stock
split, if necessary.

The Company's shares continue to trade on the Toronto Stock
Exchange under the symbol "ONC" and are in full compliance with TSX
listing requirements.  The Company's listing on the TSX is
completely independent of, and will not be affected by, the status
of its Nasdaq listing.

If compliance cannot be demonstrated by October 26, 2015, Nasdaq
staff will provide written notification that the Company's
securities will be delisted.  At that time, the Company may appeal
Nasdaq staff's determination to a Hearings Panel.

                About Oncolytics Biotech(R) Inc.

Oncolytics -- http://www.oncolyticsbiotech.com/-- is a
Calgary-based biotechnology company focused on the development of
oncolytic viruses as potential cancer therapeutics.  Oncolytics'
clinical program includes a variety of later-stage, randomized
human trials in various indications using REOLYSIN(R), its
proprietary formulation of the human reovirus.


OVERSEAS SHIPHOLDING: Brian Tanner Is VP of IR, Communications
--------------------------------------------------------------
Greg Hazley at Odwyerpr.com reports that Overseas Shipholding Group
has hired Brian Tanner to be its VP of IR and corporate
communications.  Odwyerpr.com relates that Mr. Tanner led
post-bankruptcy IR for Hawaiian Telecom.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New
York, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111 vessels
that transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion
in liabilities.  

The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as counsel;
Arsht & Tunnell LLP, as local counsel; Chilmark Partners LLC, as
financial adviser; and Kurtzman Carson Consultants LLC, as claims
and notice agent.  The official committee of unsecured creditors
tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP,
as co-counsel; FTI Consulting, Inc., as financial advisor; and
Houlihan Lokey Capital, Inc., as investment banker.  The official
committee of equity security holders tapped Brown Rudnick LLP and
Fox Rothschild LLP as attorneys.

Creditor Export-Import Bank of China engaged Fulbright & Jaworski
LLP and Richards Layton & Finger PA as counsel, and Chilmark
Partners, LLC as financial and restructuring advisor.  U.S. Bank
National Association, the successor administrative agent under the
$1.5 billion credit agreement, tapped Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP as
counsel; and Lazard Freres & Co. LLC as advisor.

Judge Walsh signed in July 2014 entered an order confirming the
First Amended Joint Plan of Reorganization of OSG.  The Plan, which
became effective in August 2014, paid creditors in full.  A
blacklined version of the Plan dated July 17, 2014, is available at
http://bankrupt.com/misc/OSGplan0716.pdf       

                          *     *     *

The Troubled Company Reporter, on Aug. 14, 2014, reported that
Moody's Investors Service assigned 'Caa1' ratings to the unsecured
notes of OSG that are being reinstated pursuant to its plan of
reorganization which becomes effective.  Moody's also affirmed the
'B2' Corporate Family Rating and all of the other debt ratings it
assigned to OSG on June 12, 2014 in anticipation of the conclusion
of the Chapter 11 reorganization.  The rating outlook is stable.

The TCR, on Aug. 19, 2014, also reported that Standard & Poor's
Ratings Services assigned its 'B' corporate credit rating to OSG.
The outlook is stable.


PEABODY ENERGY: Bank Debt Trades at 10% Off
-------------------------------------------
Participations in a syndicated loan under which Peabody Energy
Power Corp. is a borrower traded in the secondary market at 90.07
cents-on-the-dollar during the week ended Friday, May 1, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.71 percentage points from the previous week, The Journal
relates.  Peabody Energy pays 325 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Sept. 20,
2020, and carries Moody's Ba2 rating and Standard & Poor's BB
rating.  The loan is one of the biggest gainers and losers among
257 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.



PETROMAROC CORP: Fails to Meet Interest Payment on Debentures
-------------------------------------------------------------
PetroMaroc Corporation plc on May 1 disclosed that it has failed to
meet the interest payment due on March 31, 2015 on its C$9.7
million principal amount of 10% secured convertible debentures.
PetroMaroc is required to make quarterly interest payments on the
Debentures on each of March 31,
June 30, September 30 and Dec. 31 until April 10, 2016.  The
Company has 30 days within which to pay the interest under the
Debentures before triggering an event of default.  Failure to pay
the interest within this time period allows the Debenture holders
to declare the C$9.7 million principal amount and all accrued
interest on the Debentures immediately due and payable and to begin
proceedings to realize upon the security held in connection with
the Debentures.  The Debentures are collateralized by substantially
all of PetroMaroc's assets, including the Company's Sidi Moktar
exploration license.  At March 31, 2015, the Debentures are
outstanding in the principal amount of Cdn$9.7 million and accrued
and unpaid interest at that date amounts to C$239,178.

The Company wishes to advise that the holder of 51% of the
principal amount owing under the Debentures has agreed to defer
payment of the quarterly interest payments until the Maturity Date,
including the March 31 Interest Payment, resulting in a reduced
amount of $105,589.04 required to be paid to the remaining
Debenture holders.  The Company also wishes to announce that it has
located an arms' length investor who has agreed, subject to all
applicable approvals, including the receipt of TSX Venture Exchange
and Debenture holders approvals, to advance to the Company
sufficient funds to pay the Reduced Interest by way of an
unsecured, promissory note bearing interest at the rate of 10% per
annum and due on the earlier of i) April 30, 2016; and ii) ten (10)
days after the Company receives the amount of US$2,500,000 being
held in escrow pursuant to a Farm-in Agreement entered into between
the Company and Maghreb Petroleum Exploration S.A. The investor
will receive bonus warrants exercisable at C$0.05 per share until
the Maturity Date.

The Company continues to be actively engaged in discussions with
various stakeholders to recapitalize the Company.  Strategic and
financial alternatives under consideration are focused on relieving
the financial burden of the Company's current debt structure and
obtaining additional financing necessary to fund ongoing
operations.  There can be no assurance that the current process
will result in a transaction or, if a transaction is undertaken,
that it will be successfully concluded in a timely manner or at
all.

                         About PetroMaroc

PetroMaroc -- http://www.petromaroc.co/-- is an independent oil
and gas company focused on its significant land position in
Morocco.  The Company has a 50 percent operated interest in the
Sidi Moktar license area covering 2,683 square kilometers and is
working closely with Morocco's National Office of Hydrocarbons and
Mines (ONHYM) as a committed long-term partner to unlock the
hydrocarbon potential of the region.  Morocco offers a politically
stable environment to work within and has favorable fiscal terms to
energy producers.  PetroMaroc is a public company listed on the TSX
Venture Exchange under the symbol "PMA".


PRONERVE HOLDINGS: McDermott Approved as Bankruptcy Counsel
-----------------------------------------------------------
The Bankruptcy Court entered a revised order authorizing Pronerve
Holdings, LLC, et al., to employ McDermott Will & Emery LLP as
counsel, nunc pro tunc to the Petition Date.

The Debtors had requested entry of a revised order.

According to the Debtors, the Office of the United States Trustee
and the Official Committee of Unsecured Creditors had provided the
Debtors with informal comments in connection with the application.
In response to the informal comments received, the Debtors had
prepared a revised form of order granting the application
reflecting changes between the proposed form of order filed with
the application and the revised order.  A copy of the redline
version is available for free at:

http://bankrupt.com/misc/ProNerve_100_46_McDermottemploy_exhb.pdf

The Debtors tapped McDermott to render these legal services:

   (a) advising the Debtors with respect to their powers and
duties
as debtors in possession in the continued management and operation
of their business and properties;

   (b) advising and consulting on the conduct of these Chapter 11
Cases, including all of the legal and administrative requirements
of operating in chapter 11;

   (c) attending meetings and negotiating with representatives of
the Debtors' creditors and other parties in interest;

   (d) taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;

   (e) preparing pleadings in connection with these Chapter 11
Cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;

   (f) representing the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;

   (g) advising the Debtors in connection with any potential sale
of assets;

   (h) appearing before the Court and any appellate courts to
represent the interests of the Debtors' estates;

   (i) advising the Debtors regarding tax matters;

   (j) advising the Debtors regarding health and regulatory
matters;

   (k) taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan and all documents related
thereto; and

   (l) performing all other necessary legal services for the
Debtors in connection with the prosecution of these Chapter 11
Cases, including: (i) analyzing the Debtors' leases and contracts
and the assumption and assignment or rejection thereof; (ii)
analyzing the validity of liens against the Debtors; and (iii)
advising the Debtors on corporate and litigation matters.

McDermott's current hourly rates for matters related to the Chapter
11 cases range as follows:

      Partners                 $600 to $1,025
      Counsel                  $415 to $1,000
      Associates               $405 to $690
      Paraprofessionals        $135 to $475

McDermott also seeks reimbursement for any necessary out-of-pocket
expenses incurred in connection with its representation of the
Debtors.

During the one-year period preceding the Petition Date, the total
aggregate amount of fees earned and expenses incurred by McDermott
on behalf of the Debtors was $1,129,011.  During the same period,
the Debtors paid McDermott an aggregate of amount of $795,737 on
account of fees earned and expenses incurred.  In connection with
prepetition services rendered by McDermott to the Debtors
concerning preparation of the Chapter 11 cases, the Debtors paid
McDermott an advance retainer in the amount of $225,000 on Jan. 21,
2015, with a subsequent replenishment in the amount of $395,000 on
Feb. 13, 2015.  The Jan. 21 advance retainer was applied to
McDermott's invoice dated Feb. 5, 2015, covering work performed on
behalf of the Debtors during the month of January 2015.  The Feb.
13 advance retainer was applied to McDermott's invoice dated Feb.
24, covering work performed on behalf of the Debtors during the
month of February 2015.  As of the Petition Date, all retainer
amounts have been fully exhausted.  

McDermott has waived a total of $333,274 in prepetition fees and
expenses that were due and owing by the Debtors as of the Petition
Date.

Timothy W. Walsh, Esq., a partner at McDermott, assures the Court
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b); and does not hold or represent any interest adverse to the
Debtors' estates.

                      About ProNerve Holdings

Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado.  ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM")
services to health systems, acute care hospitals, specialty
hospitals, ambulatory surgical centers, surgeons, and physician
groups in more than 25 states.  

ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for
a credit bid of $35 million.

The cases are assigned to Judge Kevin J. Carey.

The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.

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


PUERTO RICO ELECTRIC: Forbearance Agreement Extended to June
------------------------------------------------------------
The Puerto Rico Electric Power Authority (PREPA) bondholders agreed
to extend their forbearance agreement for 35 additional days to
provide the framework for a collaborative dialogue that will
contribute to PREPA's transformation through a comprehensive plan.
The newly extended forbearance agreement will expire on June 4.
During the new forbearance period, PREPA will have the opportunity
to provide information to its creditors and meet on a timely basis
to discuss all the elements of a plan that will improve PREPA.
Under the agreement PREPA has agreed to provide an informative
session between the authority's rate consultant and creditors'
advisors by May 11 and deliver a proposal for a comprehensive
recovery plan to the bondholders' advisors by June 1.  Both dates
are within the 35-day time frame.

                         *     *     *

The Troubled Company Reporter on Feb. 4, 2015 reported that
Standard & Poor's Ratings Services said that it maintained its
'CCC' rating on the Puerto Rico Electric Power Authority's (PREPA)
power revenue bonds on CreditWatch with negative implications.  S&P
originally placed the rating on CreditWatch on June 18, 2014.

On Dec. 15, 2014, TCRLA reported that Fitch is maintaining the $8.6
billion of Puerto Rico Electric Power Authority (PREPA) power
revenue bonds on Negative Rating Watch.  The bonds are currently
rated 'CC'.

As reported in the Troubled Company Reporter on Sept. 19, 2014,
Moody's Investors Service has downgraded the rating for Puerto Rico
Electric Power Authority's (PREPA) $8.8 billion of Power
Revenue Bonds to Caa3 from Caa2.  This rating action concludes the
rating review that Moody's initiated on July 1, 2014.  PREPA's
rating outlook is negative.


QUICKSILVER RESOURCES: Files Amendment to 2014 Annual Report
------------------------------------------------------------
Quicksilver Resources Inc., which sought creditor protection in
March, delivered to the Securities and Exchange Commission an
amendment to its Annual Report on Form 10-K (Form 10-K/A Amendment
No. 1) for the fiscal year ended December 31, 2014.

The purpose of the Form 10-K/A is solely to disclose the
information required in Part III (Items 10, 11, 12, 13 and 14) of
the Form 10-K, which information was previously omitted from the
Form 10-K in reliance on General Instruction G(3) to Form 10-K.
Specifically, the Company provided information related to:

     * Directors, Executive Officers and Corporate Governance

     * Executive Compensation

     * Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

     * Certain Relationships and Related Transactions, and Director
Independence

     * Principal Accountant Fees and Services

A copy of Amendment No. 1 is available at http://1.usa.gov/1GUjkq5

As reported by the Troubled Company Reporter, Quicksilver Resources
reported a net loss of $103.1 million on $569.43 million of total
revenue for the year ended Dec. 31, 2014, compared with net income
of $161.62 million on $561.56 million of total revenue in 2013.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
filed a voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code on March 17, 2015.

A copy of the original Form 10-K filed with the U.S. Securities and
Exchange Commission is available at:
                              
                       http://is.gd/Secl0m
                          
                         About Quicksilver

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

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

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

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

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


RADIOSHACK CORP: Pepper Hamilton Files 3rd Supplemental Declaration
-------------------------------------------------------------------
David M. Fournier, a partner at Pepper Hamilton LLP, filed a third
supplemental declaration in support of Radioshack Corporation, et
al.'s application to employ Pepper Hamilton as Delaware counsel.
The Debtors filed an application to employ Pepper Hamilton on Feb.
13, 2015.  A copy of the third supplemental declaration is
available for free at:

   http://bankrupt.com/misc/RADIOSHACKCORP_1739_pepperdecl.pdf

                   About Radioshack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile   

technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

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

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

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

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

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


RADIOSHACK CORP: Salus Balks at Houlihan's Fees
-----------------------------------------------
Salus Capital Partners, LLC, objects to the application of the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Radioshack Corporation, et al., to retain Houlihan Lokey
Capital, Inc., as its financial advisor and investment banker.

Salus, as agent for the SCP Lenders, notes that the Houlihan
application provides for Houlihan to be paid, inter alia: (i) "[a]
monthly cash fee of $250,000 for the first three months during the
term of the Engagement Agreement and $175,000 thereafter"; and (ii)
$1,500,000 upon the closing of a sale transaction under 11 U.S.C.
Sec. 363.

Cathy A. Adams, Esq., at Landis Rath & Cobb LP, counsel to Salus,
avers that the Committee failed to carry its burden of establishing
that the proposed deferred fee and monthly fees satisfy the
reasonableness standard for approval under Section 328(a) of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on April 21, 2015,
the Committee has tapped Houlihan Lokey to, among other things:

   a) analyze business plans and forecasts of the Debtors;

   b) evaluate the assets and liabilities of the Debtors; and

   c) assess the financial issues and options concerning (i) the
sale of the Debtors, either in whole or in part, and (ii) the
Debtors' chapter 11 plan(s) of reorganization or liquidation or any
other chapter 11 plan(s).

                   About Radioshack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile   

technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

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

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

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

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

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



RADIOSHACK CORP: Trademarks, Other Assets Slated for May Auction
----------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon on April 30 approved a
bidding process for potential suitors to buy the assets of
RadioShack Corp.

The assets that will be put up for bid include the company's
franchise network, global sourcing group and the remainder of its
trademarks.  RadioShack will also solicit bids for its customer
data that shows what its roughly 67 million customers have bought
in recent years.

The bidding process sets a May 6 deadline for potential buyers to
make offers.  RadioShack will hold an auction on May 11 if it
receives at least two bids for the assets.

A court hearing will be held on May 20 to consider the sale of
RadioShack assets to the winning bidder.

Meanwhile, RadioShack has agreed to mediation regarding sale of its
customer data and to release more details about what information
will be sold following opposition from the U.S. trustee and state
attorneys general.

The U.S. trustee, the Justice Department's bankruptcy watchdog,
said the company did not identify what customer information will be
sold.  

The same was echoed by attorneys general of Texas, Oregon,
Pennsylvania and Tennessee who expressed concern that the sale of
personally identifiable information would violate law or
regulations protecting customer privacy.

A mediation will be conducted after RadioShack selects the winning
bidder for its customer data and if such bidder agrees to
participate in the mediation.  The mediation will start on May 14.

RadioShack also received an objection from U.S. dealers and
franchisees who believed that they should be consulted on important
matters related to the proposed sale.  The objection has already
been resolved, court filings show.

                         About RadioShack

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

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

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

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.

Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor.  Lazard Freres & Co. LLC is the Debtors' investment
banker. A&G Realty Partners is the Debtors' real estate advisor.
Prime Clerk is the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors selected Cooley LLP
and Quinn Emanuel Uruhart & Sullivan, LLP as lead counsel, and
Holihan Lokey Capital, Inc., as its financial advisor.  The
Committee retained Whiteford, Taylor & Preston LLC as Delaware
counsel.

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

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.


RESIDENTIAL CAPITAL: Slams Cadence Bank's Attempt to Exit Suit
--------------------------------------------------------------
Law360 reported that Residential Capital LLC's liquidating trust
urged a Minnesota federal judge not to dismiss its suit against
Cadence Bank NA over financial harm that occurred when Cadence sold
it 35,000 residential mortgages, many of which it says were toxic.

According to the report, ResCap says that Cadence is wrong in
asserting that the statute of limitations has run out because the
parties agreed to extend it.  ResCap also argued against Cadence's
contention that it hasn't adequately pled causation, saying it's
not necessary yet to show that individual loans were related to
individual ResCap losses, the report related.

The suit is Rescap Liquidating Trust v. Cadence Bank NA, case
number 0:14-cv-03946, in the U.S. District Court for the District
of Minnesota.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the
public relations consultants to the Company in the Chapter 11
case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans
to Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter
11 Plan co-proposed by Residential Capital and the Official
Committee of Unsecured Creditors.


REVSTONE INDUSTRIES: Says Ascalon Can't Recover Unpaid Health Claim
-------------------------------------------------------------------
Law360 reported that Revstone Industries LLC told a Delaware judge
that it shouldn't have to cover unpaid employee health insurance
claims for Ascalon Enterprises LLC, a company owned by Revstone's
former chairman, saying "at no point" did it agree to assume
liabilities for the plan.

According to the report, Revstone told the judge overseeing its
Chapter 11 proceedings that while it is "unconscionable that
innocent employees have been victimized" by Ascalon's failure to
pay its obligations under its health care plan, the company has no
duty to fork over the payments.  In fact, Revstone says, it was
George Hoffmeister -- who owns Ascalon and formerly served as
Revstone's chairman -- who misappropriated assets from the plan,
the report related.

                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.


RHYTHM & HUES: Former Director Wants D&O Coverage Access
--------------------------------------------------------
Law360 reported that a former director of Rhythm & Hues Studios
Inc., the effects studio behind "Life of Pi," urged a California
bankruptcy judge to let him tap directors and officers insurance
coverage to defend a suit accusing him and others of driving the
company into the ground with risky investments and poor
management.

According to the report, Keith Goldfarb asserted that the court
should grant his motion for relief from the automatic bankruptcy
stay and allow D&O carrier Executive Risk Indemnity Inc. to advance
defense costs to his lawyers.

As previously reported by The Troubled Company Reporter, Gary E.
Klausner, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., filed
on Feb. 13, 2015, on behalf of the trustee in the bankruptcy case
of AWTR Liquidation, Inc., fka Rhythm and Hues, Inc., a complaint
against the company's former officers and directors, claiming that
the defendants made questionable investment and real estate
transactions, and did not guard their interest in dealings with
Universal, Fox, and Warner Bros.

Defendants include John Patrick Hughes, Pauline Ts'o, Keith
Goldfarb, Lee Berger, Prashant Buyyala, Raymond Feeney, and David
Weinberg.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed
its Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in
Los Angeles on Feb. 13, 2013, estimating assets ranging from
$10 million to $50 million and liabilities ranging from
$50 million to $100 million.  Judge Neil W. Bason oversees the
case.  Brian L. Davidoff, Esq., C. John M Melissinos, Esq., and
Claire E. Shin, Esq., at Greenberg Glusker, serve as the Debtor's
counsel.  Houlihan Lokey Capital Inc., serves as investment
banker.

The petition was signed by John Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.  The
firm's Gary E. Klausner, Esq., George C. Webster II, Esq., and
Eric D. Goldberg, Esq., worked on the case.

Rhythm and Hues won approval of a liquidating Chapter 11 plan on
Dec. 13, 2013.  The Joint Chapter 11 Plan of Liquidation, which
was proposed by Rhythm and Hues and the Official Committee of
Unsecured Creditors, became effective on Dec. 30, 2013.


RIVIERA HOLDINGS: Cancels Registration of Securities
----------------------------------------------------
Riviera Holdings Corp. filed Form 15s with the Securities and
Exchange Commission to cancel the registration of these
securities:

     * Contingent Value Rights

     * Common Stock, par value $0.001 per share

     * 11% First Mortgage Notes Due December 31, 2002

As reported by the Troubled Company Reporter in March, Riviera
Holdings and wholly-owned subsidiary Riviera Operating Corporation
entered into, and simultaneously closed, an Asset Purchase
Agreement with the buyer, Las Vegas Convention and Visitors
Authority, a local governmental entity of the State of Nevada.

Buyer purchased certain assets of the Company, including the real
property located at 2901 Las Vegas Boulevard South, Las Vegas,
Nevada 89109 and all structures and improvements located on the
property, and certain other assets for a total purchase price of up
to $182,500,000.

The Purchase Agreement provides that Riviera will terminate their
business operations at the Riviera Hotel and Casino located on the
Property within 180 days of the close of the Transaction.  Riviera
will be responsible for the Business Closure, and the Buyer will
take possession of the Property once there are only minimal assets
remaining on the premises.

A portion of the Purchase Price has been deposited with a
third-party escrow agent under an Escrow Agreement.  Part of the
escrowed amounts will be released to the Company upon completion of
the Business Closure, while a larger portion will be available to
pay the costs of the Business Closure.

A copy of the Purchase Agreement is available at
http://is.gd/xnWfS4

A copy of the Buyer's statement is available at
http://is.gd/xZKX4f

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owned and operated the Riviera Hotel
& Casino located on Las Vegas Boulevard in Las Vegas, Nevada.
Riviera Hotel & Casino, which opened in 1955, has a long-standing
reputation for delivering traditional Las Vegas-style gaming,
entertainment and other amenities.

On July 12, 2010, RHC, ROC and the Riviera Black Hawk casino filed
petitions for relief under the provisions of Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Nev.).  On Nov. 17, 2010,
the Court entered a written order confirming the Debtors' Second
Amended Joint Plan of Reorganization.  On Dec. 1, 2010, the Plan
became effective.

Thomas H. Fell, Esq., at Gordon Silver, represented the Debtors in
the Chapter 11 cases.  XRoads Solutions Group, LLC, served as the
financial and restructuring advisor.  Garden City Group Inc. served
as the claims and notice agent.

On April 26, 2012, RHC completed the sale of Riviera Black Hawk
casino to Monarch Casino and Resorts, Inc., and its wholly-owned
subsidiary Monarch Growth Inc.  The Buyer purchased Riviera Black
Hawk by acquiring all of the issued and outstanding shares of
common stock of RHC's subsidiary Riviera Black Hawk.  The Buyer
paid $76 million for the stock, subject to certain post-closing
working capital adjustments.  At the closing, ROC paid or satisfied
substantially all of RBH's indebtedness (which consisted of
inter-company accounts and equipment leases) and placed $2.1
million of working capital in a restricted bank account.
Accordingly, the Company has reflected the business, including gain
on sale, as discontinued operations.

In February 2015, Standard & Poor's Ratings Services discontinued
its 'CCC+' corporate credit rating on Riviera Holdings following
the sale of the Hotel and Casino and repayment of all previously
outstanding debt.


ROADMARK CORP: May 7 Hearing on Further Use of Cash Collateral
--------------------------------------------------------------
U.S. Bankruptcy Judge David M. Warren authorized, on an interim
basis, Roadmark Corporation to use cash collateral until further
hearing on May 7, 2015 at 1:00 p.m.   The Court authorized the
Company to use the cash collateral of DSCH Capital Partners LLC and
PMC Financial Services Group LLC.  DSCH Capital will receive
$100,000 from Roadmark as additional "adequate protection"
payment.

                     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.


ROTHSTEIN ROSENFELDT: Trustee Settles Investor Row in Bankr. Case
-----------------------------------------------------------------
Law360 reported that the liquidating trustee of Ponzi schemer Scott
Rothstein's defunct Florida law firm moved for court approval of a
settlement agreement with creditor Coquina Investments LLC to
divide about $6.5 million in an escrow account that is in dispute
and avoid likely costly additional litigation.

According to the report, the Texas-based investors group Coquina
previously paid the estate nearly $24.7 million from a $67 million
jury verdict it won from TD Bank NA for the bank's role in
facilitating the $1.2 billion Ponzi scheme, but the parties
disagreed about an escrow deposit, which represented a portion of
the punitive damages from the TD Bank verdict.  Under the proposed
agreement, the RRA Trust will receive $4.15 million, while Coquina
will take the remaining funds, totaling just under $2.3 million,
the report related.

The case is In re: Rothstein Rosenfeldt Adler PA, case number
0:09-bk-34791, in the U.S. District Court for the Southern District
of Florida.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a    
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


SALADWORKS LLC: Lands $15-Million Stalking Horse
------------------------------------------------
Law360 reported that Saladworks LLC said in court papers that an
entity called SW Acquisition Co. LLC has agreed to be the stalking
horse for a Chapter 11 auction, and put up a $15 million starting
bid.

According to the report, in papers filed in the Delaware bankruptcy
court, Saladworks said it struck an asset purchase agreement with
the company, for a bid that includes $1.2 million in additional
consideration to go to a brand development fund, up to $500,000 in
assumed liabilities and up to $250,000 in required cure costs for
assumed contracts.  The stalking horse agreement also calls for bid
protections that include a $456,000 breakup fee and up to $250,000
in expense reimbursements, Saladworks said, the report related.

                  About Saladworks, LLC

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

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

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

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

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


SAN YSIDRO SCHOOL DISTRICT: Fitch Ups COPs Ratings to 'BB'
----------------------------------------------------------
Fitch Ratings upgrades the following San Ysidro School District,
California (the district) bonds:

   -- $65.6 million election of 1997 general obligation (GO) bonds

      series D, E and F to 'BBB-' from 'BB+'; and

   -- $28.0 million certificates of participation (COPs) series
      2001, 2005, and 2007 to 'BB' from 'BB-'.

The Rating Outlook has been revised to Positive from Negative.

SECURITY

The GO bonds are general obligations of the district, payable
solely from the proceeds of ad valorem taxes, without limitation as
to rate or amount. The COPs are limited obligations supported by
the district's covenant to budget and appropriate lease rental
payments for the use of certain district properties, subject to
abatement.

KEY RATING DRIVERS

IMPROVED FINANCES AND OPERATIONS: The upgrade to 'BBB-' for the GOs
and 'BB' for the COPs is based on material improvements in the
district's finances and operations. Recent financial results have
exceeded forecasts and the district has also resolved several key
management challenges, including a looming legal judgment and a
teachers strike.

SIGNIFICANT CHALLENGES REMAIN: The district continues to generate
operating deficits despite recent progress and faces additional
challenges from enrollment declines and management turnover. The
revision of the Rating Outlook to Positive from Negative reflects
Fitch's view that further financial and management improvements
which appear to be under way would increase upwards rating
pressure.

MIXED ECONOMIC CHARACTERISTICS: The district participates in the
broad and diverse San Diego regional economy, which has seen
sustained growth in recent years. However, district home values and
income levels remain well below citywide and state averages.
WEAK DEBT POSITION: Overall debt levels are high and amortization
of direct debt is slow, while pension costs are expected to rise
over the next several years.

COPs RATING LOWER: The lower rating for the district's COPs
reflects the potential for reduced availability of resources for
payment of appropriations debt as a result of the district's recent
financial strains.

RATING SENSITIVITIES

STABLE FINANCES AND MANAGEMENT: Continued financial improvements
and increased management strength and stability would result in
upward rating pressure. The rating would be pressured negatively by
operating losses that reduce reserves below state-mandated minimums
and expose the district to renewed risk of county office of
education or state oversight.

CREDIT PROFILE

The San Ysidro School District is located primarily within the
southeastern portion of the city of San Diego, adjacent to the
international border with Mexico, and includes 43,000 residents
within 29 square miles. The district serves approximately 4,900
students from pre-school through eighth grade.

IMPROVED FINANCES AND OPERATIONS

The district's operations have seen reduced volatility in the past
year, providing the basis for the current upgrade. General fund
cash balances of $6.9 million at the end of fiscal 2014 were nearly
twice 2013 levels and district management is no longer projecting a
cash shortfall and need for a state loan. The district's audited
financial statements for fiscal 2014 included a going concern note.
Financial projections provided by management for fiscal 2015
suggest the district will be able to contain operating deficits and
maintain a state-mandated 3% minimum reserve through fiscal 2017,
which Fitch considers reasonable based on expected revenue gains
under the state's Local Control Funding Formula.

The district has also made progress in addressing several key
operating challenges. Management recently negotiated an agreement
with a vendor to eliminate a $12 million legal judgment that had
threatened the district with insolvency. In addition, district
teachers are now under contract through the end of fiscal 2016
following a contentious labor dispute that culminated in a
three-day strike earlier this school year. Negotiated agreements
provide for 2% salary increases in fiscals 2015 and 2016.

SIGNIFICANT CHALLENGES REMAIN

The district continues to face substantial challenges. Financial
projections by the district point to ongoing general fund operating
deficits despite a generally positive revenue environment. Recent
enrollment declines have contributed to these results, offsetting
increases in state revenues and leading to structural imbalance in
the district's general fund.

The district is constrained from seeking labor concessions through
the term of recently negotiated contracts, limiting its options for
addressing structural imbalance. Management retains the right to
implement layoffs but hopes to reduce staffing through attrition to
offset enrollment declines, and also expects that new home
construction within district boundaries may reverse this trend in
coming years.

The five-member governing board of the district has seen three new
representatives in the past year and all five members are new to
the board since 2012. The board is in the midst of recruitment for
a permanent superintendent. The district has relied on interim
appointments since the 2013 resignation of its former
superintendent amidst a corruption scandal.

A recent state audit cited numerous instances where the district
did not meet the requirements of federal programs that provide key
district funding. Management expects to resolve these audit
findings without financial penalty. The district's interim
superintendent has placed two staff members on leave pending an
investigation into why the audit results were not shared with
management upon receipt.

MIXED ECONOMIC RESULTS

The district is part of the broad and diverse San Diego regional
economy, which has seen sustained employment growth in recent
years. San Diego's unemployment rate fell to 5.1% in February 2015,
well below the state and national rates of 6.8% and 5.8%,
respectively. Large employment gains over the past four years have
contributed to these results and current employment levels for the
city exceed pre-recession peaks.

District-level employment statistics are not available but census
data portray a relatively low-income area within this generally
wealthy region. Per capita incomes are roughly half of state and
national averages. Household income levels for the district are
approximately 80% of regional averages and poverty rates are
notably higher.

The district's tax base increased by 3.5% in fiscal 2015 but
remains 4.7% below its fiscal 2009 level. San Ysidro area home
values, as reported by Zillow.com, increased by 8.8% year-over-year
as of March 2015, suggesting good prospects for tax base growth in
future years.

WEAK DEBT POSITION

Overall debt levels for the district are high at 7.2% of taxable
assessed value and $7,380 per capita. Amortization of direct debt
is very slow with 12.4% of outstanding principal and accreted
interest retired in 10 years. A proposed refunding of outstanding
GO bonds would improve 10-year amortization to approximately 14%.
Capital needs are limited as a result of the district's recent
construction of several new schools and declining enrollment.

The district participates in two state-sponsored employee pension
plans and faces steady increases in contribution rates over the
next several years to address substantial unfunded liabilities.
Carrying costs for debt service and retirement benefits were
somewhat elevated at 23.5% in fiscal 2014 and will likely see
steady increases over the next several years due to escalating debt
service and pension rate increases. Other post-employment benefits
are funded on a pay-as-you-go basis, resulting in a growing, though
still modest, liability.

COPs RATING LOWER

The two-notch distinction between the COPs and GOs results from the
district's continued financial risks and limited flexibility, which
could reduce the availability of general fund resources for
repayment of appropriation debt. Fitch typically maintains a
one-notch distinction between GO and appropriation debt for
higher-rated credits, but this distinction can increase at lower
rating levels.


SCRIPT RELIEF: Moody's Assigns 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Script Relief LLC. Moody's
also assigned B2 (LGD 3) rating to the company's proposed $205
million senior secured first lien term loan. This is the first time
Moody's has rated Script Relief LLC. The outlook for the ratings is
stable.

The proceeds from the senior secured credit facilities will be used
to fund a $200 million dividend to its owners and to pay fees and
expenses. ScriptRelief is a joint venture between Twenty Star LLC
(58% ownership) and Catamaran Corporation (Ba2, under review for
upgrade, 42% ownership). Separately, Catamaran is being acquired by
UnitedHealth Group Incorporated (A3, negative). The transaction is
expected to close in May.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

Script Relief LLC.:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2-PD

  -- $205 million senior secured first lien term loan at
     B2 (LGD3)

The B2 corporate family rating reflects ScriptRelief's high
business risk given its narrow focus on providing pharmacy discount
cards for customers to purchase prescription drugs at retail
pharmacies at discounted prices on drugs that are listed on its
partner's -- Catamaran's national formulary. The rating also
reflects ScriptRelief's small scale, and overall undifferentiated
services in a very fragmented and an increasingly competitive
market, which Moody's believes has low barriers to entry. The
rating is also constrained by very short history as a operating
entity, and its meaningful customer and drug concentration.

However, the company's credit profile benefits from its established
market position in providing prescription discount cards to
consumers in the United States. Moody's also views as positive the
joint-venture with Catamaran, which provides ScriptRelief
unencumbered access to Catamaran's network of 65,000 retail
pharmacies across the US. Furthermore, Moody's gives positive
ratings consideration to the company's moderate financial leverage
(about 2.1 times debt/EBITDA, Moody's adjusted), and the favorable
free cash flow characteristics of its business model.

The stable outlook reflects Moody's expectation that ScriptRelief
will remain a relatively small, niche marketing company with
relatively high business risk. Moody's anticipates that the company
will maintain a conservative financial profile with debt/EBITDA
around 2.0x and good liquidity to counterbalance its otherwise weak
business profile. Moody's also does not anticipate that Catamaran's
change of ownership will result in any disruption of ScriptRelief's
business, including material change to the service agreement
between the joint-venture partners.

The ratings could be downgraded if the company faces top-line and
earnings pressure such that profitability, cash flow, or liquidity
deteriorate. In addition, the ratings could be lowered if the
existing joint venture with Catamaran Corporation is meaningfully
altered or terminated, if the company is adversely impacted by
regulatory changes, or if the company engages in material
debt-financed shareholder initiatives leading to leverage above
current levels.

Moody's does not expect ScriptRelief's rating to be upgraded in the
near term due to the company' small size and short track record as
an operating company. However over the longer term, ratings could
be upgraded if ScriptRelief sustains revenue and profit growth,
diversifies its revenue and customer base, exhibits solid growth
rates in new customer activations, and generates consistent of
profitability. An upgrade would also require that the company
sustain debt/EBITDA below 2.0 times.

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.

Headquartered in New York, New York, Script Relief LLC.
("ScriptRelief") is a marketing services company that, for a fee,
works with pharmacies and Catamaran Corporation (as a pharmacy
benefit manager) to provide pharmacy discount cards to consumers.
The company generated revenues of approximately $170 million for
the year ended December 31, 2014.


SEADRILL LTD: Bank Debt Trades at 18% Off
-----------------------------------------
Participations in a syndicated loan under Seadrill Ltd is a
borrower traded in the secondary market at 81.75 cents-on-the-
dollar during the week ended Friday, May 1, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.72
percentage points from the previous week, The Journal relates.
Seadrill Ltd pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 17, 2021.  The bank debt
carries Moody's B2 and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 257 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.



SKYROOM: Closes Indefinitely After Surrendering License in 2014
---------------------------------------------------------------
Melissa Randall and Rebecca Turco at ABC6 News report that SkyRoom
had closed indefinitely.

ABC6 News relates that SkyRoom surrendered its license in December
2014.

Proper management was not in place and the venue made changes
without notifying New Bedford, Massachusetts, ABC6 News states,
citing New Bedford Licensing Board.

According to ABC6 News, the owner of the building foreclosed the
license, but still holds the rites until a transfer is made.

ABC6 News recalls that SkyRoom had filed for Chapter 11 bankruptcy
in the U.S. Bankruptcy Court in Boston in 2010, but the case was
dismissed and closed.


SPECTRUM ANALYTICAL: Files for Bankruptcy
-----------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
Massachusetts-based Spectrum Analytical Inc., an environmental
testing lab, filed for bankruptcy after its top leader said he was
duped on a $40 million contract to build a lab in Saudi Arabia.

According to the report, President Hanibal Tayeh, who owns the
150-worker business, immediately asked a judge to oust the lawyer
that took over Spectrum Analytical, which evaluates soil, water,
air samples, and petroleum products at its headquarters in the
Springfield suburb of Agawam.


SPECTRUM BRANDS: Moody's Places 'B1' CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Services placed the B1 Corporate Family Rating of
Spectrum Brands, Inc. under review for downgrade following the
company's announcement that it has entered into an agreement to
acquire Armored AutoGroup Parent Inc. ("Armored Auto") from Avista
Capital partners for approximately $1.4 billion. The SGL 2
speculative grade liquidity rating is not on review, but is subject
to change.

The Company expects to fund the transaction through a combination
of new debt and approximately $500 million of Spectrum Brands
common stock, including equity to be purchased by HRG Group, Inc.
(B2 stable). No action is taken on any of the debt instrument
ratings of Spectrum Brands as the structure of the new debt is
unknown. The debt instruments may be affirmed or possibly upgraded
depending on the priority of the new debt and the conclusion of the
review of the CFR.

Armored AutoGroup Parent Inc. owns Armored Auto Group Inc. (B3) and
IDQ Holdings Inc. (B3).

The rationale for the review for downgrade is the increase in
leverage that will result from the proposed acquisition.

"We expect that pro forma leverage initially will approach 5.5
times debt/EBITDA, which is our downgrade trigger," commented Kevin
Cassidy, a Moody's Senior Credit Officer.

Moody's rating review will focus on Spectrum Brands' operating
strategy, including details of the company's plan to reduce
leverage following the acquisition. Moody's will also assess
possible cost synergies and Spectrum's plan to improve Armored
Auto's operating performance and expand its international
presence.

Rating placed under review for downgrade:

  -- Corporate Family Rating at B1:

  -- Probability of Default Rating at B1-PD

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.

Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc.
("Spectrum Brands") is a global consumer products company with a
diverse product portfolio including small appliances, consumer
batteries, lawn and garden, electric shaving and grooming,
residential locksets, pet supplies and household insect control.
Sales for the twelve months ended March 31, 2015 approximated $4.4
billion ($4.5 billion pro forma for the acquisitions of Tell
Manufacturing and P&G's European Pet Care done in October 2014).
Harbinger Group, Inc. (B2 stable) owns almost 60% of Spectrum
Brands.

Armored AutoGroup Inc. ("Armored") is a global producer of
auto-care products primarily under the ArmorAll appearance and STP
performance additives brands. Armored has been controlled by Avista
Capital Partners since a carve-out from the Clorox Company in
November 2010. Revenues for the year ended December 31, 2014 were
approximately $300 million.

IDQ Holdings Inc. ("IDQ"), headquartered in Garland, TX, provides
packaged refrigerant products including cans, all in one kits,
chemicals, lubricants, leak sealants, tools, and accessories for
the servicing of automotive air conditioning systems primarily for
the Do-It-Yourself (DIY) automotive aftermarket in North America.
IDQ was acquired by Armored AutoGroup, Inc's ("Armored"), along
with its parent, Armored AutoGroup Parent, Inc. in March 2014.
Revenues for the twelve month period ended December 31, 2014 were
approximately $140 million.


SPEEDY GROUP: Moody's Places 'Caa1' CFR on Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Speedy Group Holdings Corp 's Caa1
corporate family and Caa3 senior unsecured ratings as well as
Speedy Cash Intermediate Holdings Corp's Caa1 senior secured rating
on review for upgrade.

Moody's placed Speedy's ratings on review for upgrade to recognize
the company's solid operating profitability, improved operating
efficiency, and reduced leverage.

Speedy Cash reported solid profitability with a ROAA of 4.8% in
2014 mainly driven by robust revenue growth as a result of
resilient demand for its core product offerings (e.g. payday loans,
title loans, and installment loans) from the unbanked /underbanked
consumers. Total revenues in 2014 increased by 20.5% to $821
million from $681 million in 2013, mainly due to year over year
revenue growth in internet and installment lending. Meanwhile the
company was able to improve its operating efficiency amid top line
growth. Efficiency ratio improved from 55% for 2013 to 49% from in
2014, which is lower than median of other rated peers.

The company has continued to deleverage helped by strong earnings
in 2014. Speedy's debt to EBITDA ratio declined from 5.4 times at
December end 2013 to 3.4 times at December end 2014, which is lower
than those of most rated peers. In addition, the company maintains
a solid interest coverage ratio of 2.9 times at December end 2014,
which is higher than those of most rated peers.

Rating challenges include Speedy's incremental credit risk from
material growth in installment loan and internet lending,
aggressive capital practices as a result of sizable debt-financed
dividends, geographic concentration at state and city-level in the
US, and heightened political and regulatory pressure from the
regulator of each key market (e.g. US, Canada, and UK).

Moody's review will focus on Speedy's ability to maintain stable
profitability and accumulate positive shareholder's equity in the
near term.

Negative rating action could develop if the company is unable to
achieve sustained and strong profitability or if debt to EBITDA
ratio increases to above 5.0 times. Further, the ratings could be
downgraded in case of a new regulation that may adversely impact
the company's business.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


SPRINGLEAF HOLDINGS: Moody's Reviews for Downgrade the 'B2' CFR
---------------------------------------------------------------
Moody's Investors Service maintained the review for downgrade of
Springleaf Holdings, Inc.'s and OneMain Financial Holdings, Inc.'s
B2 corporate family ratings following Springleaf's announcement
that it will raise $1 billion through an offering of common shares
in connection with its planned acquisition of OneMain.

Moody's is continuing its review of Springleaf's and OneMain's B2
ratings to assess the effect of the planned acquisition on their
combined credit profile, as the companies continue to make progress
building out the pro-forma capital structure. The equity raise is a
key step toward Springleaf achieving its targeted capital
structure. Moody's review will include an assessment of the
adequacy of the tangible capital buffer as well as the company's
potential internal capital generation given expected earnings and
costs and timelines associated with its integration efforts. During
the review, Moody's will also evaluate the degree to which
Springleaf's post-acquisition liquidity will be adequate to cover
its immediate funding and operating requirements and contingencies
over the next 12 months. Moody's will also review the effect of the
acquisition on the relative seniority of Springleaf's and OneMain's
debt, given that Springleaf and OneMain will be run as two separate
entities for approximately a year after the acquisition closes.
Moody's expects to conclude the review upon the closure of the
acquisition.

On a pro-forma basis, Springleaf's balance sheet leverage, measured
as Tangible Common Equity to Tangible Managed Assets, will weaken
from 14.5% at December 31, 2014 (as adjusted for the
securitizations completed year-to-date) to approximately 5% on a
pro-forma basis. The weakening of the leverage ratio reflects
Springleaf's assumption of OneMain's $7.2 billion of debt as well
as from incurrence of $1.8 billion of goodwill and other intangible
assets, which will substantially dilute Springleaf's tangible
common equity. The diminished tangible equity buffer relative to
the combined tangible assets of the two companies weakens the
company's capacity to absorb unexpected losses. Moody's believes
that the performance volatility of the sub-prime consumer lending
business model and acquisition integration risks requires a strong
capital buffer.

The company's ratings would be downgraded if Moody's concludes that
the company will not be able to materially improve its capital
position within the four quarters following the acquisition close.
The ratings would also be downgraded if the company does not
maintain sufficient liquidity to accommodate the heightened
liquidity risk stemming from a large acquisition that might require
additional unforeseen expenses, as well as to cover any potential
contingent liabilities.

Ratings could be confirmed if Moody's concludes that Springleaf is
able to substantially de-lever within the four quarters following
the acquisition close, and if it builds a sufficient liquidity
buffer commensurate with the heightened liquidity risk stemming
from a large acquisition and potentially sizeable contingent
liabilities.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


ST. CHARLES PARISH: Moody's Affirms 'Ba1' Rating on GO Bonds
------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 underlying rating on
St. Charles Parish Hospital Service District's, LA, outstanding
General Obligation bonds affecting $22.3 million. The current
outlook is negative. The confirmation concludes a review that was
initiated on Jan. 23, 2015.

The Ba1 rating mainly reflects the hospital's weak liquidity
position, stressed operating performance driven by declining
inpatient admissions, and a high debt load for a small sized
hospital. The current rating is bolstered by the strength of the
Louisiana unlimited tax pledge securing the outstanding bonds, a
relatively stable local economy that has concentration in the oil
and gas sector, and a recent management agreement with Ochsner
Health System. The rating also takes into consideration the
lock-box nature of the pledge as property tax collections are sent
directly to a trustee for debt service requirements prior to
flowing to the district.

The negative outlook reflects the district's trend of poor
financial performance and metrics, weak liquidity, and ongoing
operational challenges. The outlook also incorporates a lack of a
significant corrective action plan to address financial stress and
challenges in the immediate term, as well as uncertainty around
financial performance in the current fiscal year.

What could make the rating go up:

- Trend of positive operating cash flow generation that leads to
   building and maintaining cash reserves at adequate levels

- Material improvement in the district's debt profile

- Continued growth and diversification of the district's tax
    base

What could make the rating go down:

- Failure to establish a trend of balanced financial operations

- Inability to grow cash reserves to adequate levels

- Contraction of the tax base

- Significant debt issuance that increases district's debt
   profile

The special district is a component of St. Charles Parish and was
formed for the purpose of operating St. Charles Parish Hospital, a
non-profit community hospital established in 1956. The district has
an area of roughly 295 square miles and an estimated population of
52,681.

The bonds are secured by and payable from unlimited ad valorem
taxation.

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


STERLING MID-HOLDINGS: Moody's Downgrades CFR to B3
---------------------------------------------------
Moody's Investors Service downgraded Sterling Mid-Holdings
Limited's corporate family and DFC Finance Corp's senior secured
ratings by one notch to B3 from B2 and placed the ratings on review
for downgrade.

The downgrade reflects the deterioration in Sterling's credit
metrics including sizable net losses and higher leverage mainly
driven by lower loan volume as a result of regulatory transition in
the UK. Furthermore, the weaker profitability and higher leverage
while expected by Moody's has been more pronounced. The Company's
weak performance in the UK is partially offset by relatively stable
operations in the U.S. and Canada which continue to generate
positive EBITDA and account for about 15% and 37% of Sterling's
total revenue, respectively.

In 2014 the Financial Conduct Authority (FCA), which regulates
payday lenders in the UK announced more restrictive requirements on
short-term credit products. Sterling's total revenues decrease
significantly mainly driven by material decrease in loan volumes
from internet and store base lending in the UK. In late 2014 the
company launched new installment loan products in the UK. Despite
the new product offering, Moody's do not expect the total loan
volume to significantly rebound in the near future. To cope with
lower loan volume in the UK, the company is in the process to cut
costs by significantly reducing the total number of operating
stores in the UK by up to 250 stores or half of total stores in the
UK. Moody's notes that due to the UK labor laws which require long
consultation period before store closing, it could take 12 to 24
months for the company to materialize the store consolidation.

When the Lone Star transaction closed the company planned to start
deleveraging in FY2015. However, due to weaker than expected
performance and long store closing process in the UK, Moody's do
not expect the company to achieve noticeable improvement in
financial leverage over the next 12 months.

The review for downgrade reflects Moody's continued concern
regarding Sterling's weak profitability and high leverage as well
as uncertainties over the company's ongoing restructuring efforts
in the UK.

Sterling's ratings also reflect the company's leading market
position in Canada, diversified product offerings, and improvement
in financial flexibility resulting from the acquisition of DFC
Finance by Lone Star Funds. In addition, the debt issuance by DFC
Finance further extends the company's debt maturities to 2020, thus
reducing near-term refinancing risk.

Sterling's ratings are unlikely to be upgraded given the negative
outlook. Moody's could affirm the ratings if the company
successfully stabilizes its revenue and earnings.

Ratings could be downgraded if the company experiences a
significantly worse than anticipated operating environment with
attendant adverse effects on profitability and financial leverage.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


SUPERVALU INC: Strong Q4 Results "Credit Positive," Moody's Says
----------------------------------------------------------------
Moody's Investors Service said SUPERVALU Inc.'s (B1/stable) strong
financial results for the fourth quarter ending February 28, 2015
are a credit positive. The company reported its 6th consecutive
quarter of positive Save-A-Lot network identical store sales growth
with a strong 3.6% identical store sales growth in the fourth
quarter driven by traffic and higher average ticket. The company
also reported a fifth consecutive positive identical store sales
growth for its retail store network with identical store sales
growth at 1.1% for the fourth quarter. The company also began
supplying select Haggen stores in the Pacific Northwest through its
Independent Business segment and Moody's expect the supply contract
with Haggen to positively impact the bottom line. Overall operating
margins were also fairly stable compared to fiscal 2014 with a
slight improvement in the fourth quarter despite price investments.
The company continues to post steady operational improvement, and
Moody's expect the gains to be sustainable and result in improved
credit metrics. The company plans to grow EBITDA every year over
the next five years.

SUPERVALU Inc., is a food retailer and distributor headquartered in
Eden Prairie, Minnesota. SUPERVALU's is the primary grocery
supplier to over 1,800 independent retail customers in addition to
its own stores. The company reported annual sales of approximately
$18 billion. Symphony Investors LLC , an affiliate of a consortium
led by Cerberus owns 20.8% of SUPERVALU.


TERVITA CORP: Bank Debt Trades at 5% Off
----------------------------------------
Participations in a syndicated loan under which Tervita Corp is a
borrower traded in the secondary market at 94.83 cents-on-the-
dollar during the week ended Friday, May 1, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.65
percentage points from the previous week, The Journal relates.
Tervita Corp pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Jan. 24, 2018.  The bank debt
carries Moody's B3 rating and S&P's B- rating.  The loan is one of
the biggest gainers and losers among 257 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.



TRIGEANT HOLDINGS: Sargeant Deal Clears Way for Refinery Sale
-------------------------------------------------------------
The settlement of a long-running dispute between members of the
Boca Raton-based Sargeant family will allow the $100 million sale
of a Corpus Christi, Texas asphalt refinery to proceed in
bankruptcy court.  The comprehensive settlement was announced in
the Chapter 11 bankruptcy case of Trigeant and certain of its
affiliates.  It allows the sale to proceed to a unit of
Houston-based oil processor Gravity Midstream LLC, and resolves all
the pending litigation among the family members in the bankruptcy
court and other federal and state courts in Florida and Texas.

"I am pleased with and support this agreement that will permit the
sale of the refinery to Gravity to proceed, and that resolves all
of our disputes," said Harry Sargeant III.  Under an amended
Chapter 11 plan to be filed in the bankruptcy court with the
support of Mr. Sargeant, creditors of Trigeant, Ltd., will be paid
in full upon determination that their claims are allowed.  The
bankruptcy court will be asked to approve the plan at a hearing on
May 4, 2015.

Dan Sargeant, one of the other Sargeant family members who own and
control Trigeant said, "We are pleased to have resolved these
matters, and especially, that all approved claims in the Trigeant
bankruptcy estate will be paid 100%.  We wish Gravity the best of
luck with the refinery."

                     About Trigeant Holdings

Trigeant, owner of a Corpus Christi, Texas oil refinery, provides
fuel and asphalt products to the housing and transportation
industries.  The company is owned by Palm Beach, Florida
billionaire Harry Sargeant III and members of his family.

On Nov. 26, 2014, Trigeant filed its first bankruptcy In re
Trigeant Ltd., 13-38580.  The case was dismissed on April 1, 2014.

Trigeant Holdings, Ltd., and Trigeant, LLC, filed Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014, amid a dispute among
members of the Sargeant family.  Mr. Sargeant's two brothers,
Daniel and James, and his father, Harry Sargeant II, sent Trigeant
to bankruptcy to fend off Mr. Sargeant III's bid to seize control
of the company's primary asset.  The family says Mr. Sargeant III,
who has a $22 million lien against the plant through a company he
controls called BTB Refining LLC, is attempting to prevent the
refinery from operating in an effort to lower its value and obtain
ownership of it.

Trigeant Holdings estimated both assets and liabilities of
$50 million to $100 million.

Berger Singerman LLP serves as the Debtors' counsel.

The Bankruptcy Court set the general claims bar date as Oct. 17,
2014, and March 31, 2015, as the deadline by which governmental
entities must file proofs of claims.

The Debtors filed on Sept. 16, 2014, their Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.  The Plan
is premised on the sale of substantially all of the Debtors'
assets to Gravity Midstream Corpus Christi, LLC.  The Plan
provides that holders of Allowed Claims will be paid in full, in
cash.

The U.S. Trustee for Region 21 has not appointed a committee of
unsecured creditors.


TROPICANA ENTERTAINMENT: Hires Theresa Glebocki as CFO
------------------------------------------------------
Tropicana Entertainment Inc. has hired Theresa (Terry) Glebocki as
the Company's new Chief Financial Officer.  Upon receipt of
required governmental approvals, Ms. Glebocki will assume the
position of Executive Vice President-Finance, Chief Financial
Officer and Treasurer for the Company and its various
subsidiaries.

"We are very pleased to have Terry Glebocki join our management
team," said Tony Rodio, the Company's President and Chief Executive
Officer.  "Terry has significant experience in various financial
management positions overseeing gaming company operations."

Prior to joining Tropicana Entertainment, Ms. Glebocki worked for
Revel Entertainment Group, LLC, since 2007 overseeing both the
development and financial operations and since 2013 serving as
Revel's Senior Vice President, Chief Financial Officer and
Treasurer.  Prior to joining Revel, Ms. Glebocki served in various
senior financial management positions for the Trump Atlantic City
casino properties between 1991 and 2007, and as an auditor and
assistant controller for Bally's Grand between 1987 and 1991.
Prior to joining the gaming industry, Ms. Glebocki was a senior
auditor for Deloitte & Touche.  Ms. Glebocki holds a Bachelor of
Science degree in Accounting from Lehigh University and holds a
Certified Public Accountant license (inactive) issued by the State
of Pennsylvania.

                  About Tropicana Entertainment

Tropicana Entertainment Inc. owned and operated nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection (Bankr. D. Del. Case No. 08-10856) on May 5,
2008.  Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards
Layton & Finger, represent the Debtors in their restructuring
efforts.  Their financial advisor is Lazard Ltd.  Their notice,
claims, and balloting agent is Kurtzman Carson Consultants LLC.
Epiq Bankruptcy Solutions LLC is the Debtors' Web site
administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D.N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 2010, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.


TROPICANA ENTERTAINMENT: Inks Deal With Ruby to Develop Games
-------------------------------------------------------------
Terry Davis at the Casino News Daily reports that Tropicana
Entertainment Inc. said it has signed an agreement with Ruby Seven
Studios.

According to the Casino News Daily, the Company will work together
with Ruby Seven on the launch of a social gaming site, which would
allow the Company and its venues to offer to customers various free
casino games.  The report adds that the new site would also be
intended to attract new players from all parts of the world through
social media, as well as mobile and desktop applications.

The Company and Ruby Seven are already working on the development
of traditional casino games that would also feature new twists,
Casino News Daily states, citing Michael Carpenter, founder and
Chief Executive Officer of Ruby Seven.

Ryan Rudnansky at Travel Pulse relates that Penn National Gaming
Inc. said that it has entered an agreement to acquire the Tropicana
Las Vegas Casino Hotel Resort for $360 million.  According to The
Wall Street Journal, the property was previously part of the
Company.

                  About Tropicana Entertainment

Tropicana Entertainment Inc. owned and operated nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection (Bankr. D. Del. Case No. 08-10856) on May 5,
2008.  Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards
Layton & Finger, represent the Debtors in their restructuring
efforts.  Their financial advisor is Lazard Ltd.  Their notice,
claims, and balloting agent is Kurtzman Carson Consultants LLC.
Epiq Bankruptcy Solutions LLC is the Debtors' Web site
administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D.N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 2010, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.


TXU CORP: 2014 Bank Debt Trades at 39% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 61.40 cents-on-the-
dollar during the week ended Friday, May 1, 2015, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.95
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan was scheduled to mature on Oct. 10, 2014
and carries Moody's Caa3 rating and Standard & Poor's CCC- rating.
The loan is one of the biggest gainers and losers among 257 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.



WEST COAST: Growers Balk at Pearson Realty Hiring to Sell Assets
----------------------------------------------------------------
Growers consisting of 5T Farms, et al., object to West Coast
Growers, Inc.'s motion to employ Pearson Realty to sell real and
personal property.  

According to the Growers, the Debtor has no real property, and the
Growers do not know what personal property Pearson Realty would
seek to sell.

The Growers note that they have no objection to Pearson Realty's
employment long as it is not subject to the Growers' producer's
liens.

The Growers hold producer's liens against the personal property
assets of the Debtors.  They are owed in excess of $5,000,000.

The Growers are represented by:

         Riley C. Walter, Esq.
         WALTER & WILHELM LAW GROUP
         205 River East Park Circle, Suite 410
         Fresno, CA 93720
         Tel: (559) 435-9800
         Fax: (559) 435-9868
         E-mail: rileywalter@W2LG.com

                      About West Coast Growers

West Coast Growers, Inc., a Kerman, California-based processor and
distributor of California raisins, sought Chapter 11 bankruptcy
protection (Bankr. E.D. Cal. Case No. 15-11079) on March 20, 2015,
in Fresno, California.  The case is assigned to Judge W. Richard
Lee.

Related entity Salwasser, Inc. (the 100% shareholder of WCG) also
sought bankruptcy protection on March 20, 2015 (Case No.
15-11080).
Charlotte Ellen Salwasser filed a Chapter 11 petition (Case No.
15-10705) on Feb. 26, 2015.  Ms. Salwasser an husband George
Salwasser are the principals and 50% shareholders of Salwasser,
Inc.  Mr. Salwasser is the president of WCG, and Ms. Salwasser is
the vice president and secretary of WCG.

West Coast Growers disclosed total assets of $10.1 million and
total liabilities of $59.6 million.

Hagop T. Bedoyan, Esq., Jacob L. Eaton, Esq., at Lisa A. Holder,
Esq., at Klein, Denatale, Goldner, Cooper, Rosenlieb & Kimball,
LLP, serve as West Coast Growers' attorneys.  Peter L. Fear, Esq.,
at Fear Law Group, P.C., represents Salwasser as counsel.


[^] BOND PRICING: For the Week From April 27 to May 1, 2015
-----------------------------------------------------------
   Company              Ticker  Coupon Bid Price  Maturity Date
   -------              ------  ------ ---------  -------------
Alpha Natural
  Resources Inc         ANR      6.000    21.200       6/1/2019
Alpha Natural
  Resources Inc         ANR      9.750    35.000      4/15/2018
Alpha Natural
  Resources Inc         ANR      6.250    19.000       6/1/2021
Alpha Natural
  Resources Inc         ANR      3.750    38.050     12/15/2017
Alpha Natural
  Resources Inc         ANR      4.875    19.500     12/15/2020
Altegrity Inc           USINV   14.000    37.625       7/1/2020
Altegrity Inc           USINV   13.000    37.625       7/1/2020
Altegrity Inc           USINV   14.000    37.625       7/1/2020
American Eagle
  Energy Corp           AMZG    11.000    32.000       9/1/2019
American Eagle
  Energy Corp           AMZG    11.000    37.750       9/1/2019
Arch Coal Inc           ACI      7.000    20.875      6/15/2019
Arch Coal Inc           ACI      7.250    21.875      6/15/2021
Arch Coal Inc           ACI      9.875    25.477      6/15/2019
Arch Coal Inc           ACI      8.000    40.000      1/15/2019
Arch Coal Inc           ACI      8.000    41.250      1/15/2019
BPZ Resources Inc       BPZR     8.500    14.000      10/1/2017
BPZ Resources Inc       BPZR     6.500    16.750       3/1/2015
Black Elk Energy
  Offshore Operations
  LLC / Black Elk
  Finance Corp          BLELK   13.750    75.200      12/1/2015
Caesars Entertainment
  Operating Co Inc      CZR     10.000    20.063     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     12.750    21.438      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    35.500       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.750    27.500       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      5.750    35.880      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    19.813     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    12.500      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    19.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    19.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    24.125       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    19.625     12/15/2018
Cal Dive
  International Inc     CDVI     5.000    11.000      7/15/2017
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Chassix Holdings Inc    CHASSX  10.000     5.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Claire's Stores Inc     CLE     10.500    72.500       6/1/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    28.000     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    29.375     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    29.375     11/15/2017
Dendreon Corp           DNDN     2.875    69.396      1/15/2016
Endeavour
  International Corp    END     12.000    20.000       3/1/2018
Endeavour
  International Corp    END      5.500     0.250      7/15/2016
Endeavour
  International Corp    END     12.000     1.000       6/1/2018
Endeavour
  International Corp    END     12.000     9.625       3/1/2018
Endeavour
  International Corp    END     12.000     9.625       3/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     5.750      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     4.750      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      6.875     3.434      8/15/2017
Exide Technologies      XIDE     8.625     1.570       2/1/2018
Exide Technologies      XIDE     8.625     1.029       2/1/2018
Exide Technologies      XIDE     8.625     1.029       2/1/2018
FBOP Corp               FBOPCP  10.000     1.843      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.879       4/2/2018
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
GT Advanced
  Technologies Inc      GTAT     3.000    35.000      10/1/2017
Hercules Offshore Inc   HERO    10.250    34.563       4/1/2019
Hercules Offshore Inc   HERO    10.250    34.125       4/1/2019
James River Coal Co     JRCC     7.875     0.001       4/1/2019
Las Vegas Monorail Co   LASVMC   5.500     1.026      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      4.000     9.125      4/30/2009
Lehman Brothers
  Holdings Inc          LEH      5.000     9.125       2/7/2009
MF Global Holdings Ltd  MF       6.250    32.750       8/8/2016
MF Global Holdings Ltd  MF       1.875    32.250       2/1/2016
MF Global Holdings Ltd  MF       3.375    32.000       8/1/2018
MModal Inc              MODL    10.750    10.125      8/15/2020
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    30.250      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    30.000      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    30.000      5/15/2018
Molycorp Inc            MCP      6.000     8.850       9/1/2017
Molycorp Inc            MCP      3.250     8.000      6/15/2016
Molycorp Inc            MCP      5.500    16.000       2/1/2018
NII Capital Corp        NIHD    10.000    45.500      8/15/2016
OMX Timber Finance
  Investments II LLC    OMX      5.540    19.000      1/29/2020
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Quicksilver
  Resources Inc         KWKA     9.125    15.250      8/15/2019
Quicksilver
  Resources Inc         KWKA    11.000    13.625       7/1/2021
RadioShack Corp         RSH      6.750     5.063      5/15/2019
RadioShack Corp         RSH      6.750     3.349      5/15/2019
RadioShack Corp         RSH      6.750     3.349      5/15/2019
River Rock
  Entertainment
  Authority/The         RIVER    9.000     9.500      11/1/2018
Sabine Oil & Gas Corp   SOGC     7.250    23.623      6/15/2019
Sabine Oil & Gas Corp   SOGC     9.750    16.500      2/15/2017
Sabine Oil & Gas Corp   SOGC     7.500    25.000      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    26.250      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    26.250      9/15/2020
Samson Investment Co    SAIVST   9.750    12.000      2/15/2020
Saratoga
  Resources Inc         SARA    12.500    20.018       7/1/2016
Savient
  Pharmaceuticals Inc   SVNT     4.750     0.225       2/1/2018
TMST Inc                THMR     8.000    14.000      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    14.375       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    14.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    13.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    14.500      11/1/2016
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    62.750     11/15/2015
US Shale Solutions Inc  SHALES  12.500    51.749       9/1/2017
US Shale Solutions Inc  SHALES  12.500    52.000       9/1/2017
Venoco Inc              VQ       8.875    38.000      2/15/2019
Walter Energy Inc       WLT      9.875     8.625     12/15/2020
Walter Energy Inc       WLT      8.500     9.000      4/15/2021
Walter Energy Inc       WLT      9.875     8.625     12/15/2020
Walter Energy Inc       WLT      9.875     8.625     12/15/2020


                            *********

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 ***