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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

              Tuesday, May 5, 2015, Vol. 19, No. 125

                            Headlines

3DFX INTERACTIVE: Ch.11 Trustee Wants Case Converted to Chapter 7
ACG CREDIT II: Court Extends Plan Solicitation Deadline to May 21
ALLIED NEVADA: Gets OK to Extend Time to File Schedules
ALTEGRITY INC: Creditors Object to Disclosure Statement
ALTEGRITY INC: Hearing Today on Disclosure Statement

ALTEGRITY INC: Wants to Pay Exit Financing Fees
AMERICAN APPAREL: Fund Accused of Pushing Retailer to Bankruptcy
ANESTHESIA HEALTHCARE: OK'd to Sell Contract Rights to Innovative
ANTIQUESTOP.COM LLC: Case Summary & 20 Largest Unsecured Creditors
ASSOCIATED WHOLESALERS: Has Until May 26 to File Plan

ATLANTIC CITY: S&P Retains 'BB' GO Rating on Watch Negative
AVON PRODUCTS: Moody's Lowers CFR to Ba2, Outlook Negative
BAXANO SURGICAL: May 18, 2015 Set as Claims Bar Date
BELLISIO FOODS: S&P Revises Outlook to Negative & Affirms 'B' CCR
CAESARS ENTERTAINMENT: Has Until May 27 to Exclusively File Plan

CALIFORNIA COMMUNITY: Has $2.2 Million Loan From Triwest
CAROLINA BEVERAGE: Moody's Affirms B3 Corporate Family Rating
CHAIRMASTERS INC: Case Summary & 20 Largest Unsecured Creditors
CHASSIX HOLDINGS: Files Schedules of Assets and Liabilities
CHASSIX HOLDINGS: May 21 Fixed as General Claims Bar Date

CITIZENS FINANCIAL: Fitch Assigns 'BB-' Rating on $250MM Stock
COALINGA REDEVELOPMENT: S&P Alters Ratings Outlook to Positive
COMMUNITY HOME FINANCIAL: Trustee Scraps Liquidating Plan
CORE ENTERTAINMENT: S&P Lowers CCR to 'CCC+' on Weak Performance
CORINTHIAN COLLEGES: Case Summary & 30 Top Unsecured Creditors

CORINTHIAN COLLEGES: Files for Chapter 11 Bankruptcy in Delaware
CORNERSTONE HOMES: Trustee Sells Cattaraugus Property
DENDREON CORP: Court Denies Bid for Equity Panel Appointment
DMP PARTNERS: Case Summary & 4 Largest Unsecured Creditors
EARL GAUDIO: Order on Mediator Due May 12

ECO-SHIFT POWER: Incurs $2.54-Million Net Loss in 2014
EIG GLOBAL PROJECT II: Fitch Affirms 'Csf' Rating on Class D Notes
EMG UTICA: S&P Affirms 'B' CCR, Outlook Remains Stable
ENERGY FUTURE: Judge Refuses to Set Plan Confirmation Date
ENERGY FUTURE: Kinsella Media Okayed as Committee's Noticing Expert

ENERGY FUTURE: Wants Plan Confirmation Hearing by Year-End
ENTERPRISE CHARTER: Fitch Affirms B Rating on $7.1MM Revenue Bonds
ERG INTERMEDIATE: Case Summary & 20 Largest Unsecured Creditors
ESCO MARINE: May 11 Hearing on Further Access to Cash Collateral
EVERYWARE GLOBAL: Has Final Approval of $100-Mil. DIP Loan

EXCO RESOURCES: S&P Lowers CCR to B- & Secured Debt Rating to CCC
EZJR INC: DeJoya Griffith Expresses Going Concern Doubt
F&H ACQUISITION: Plan Filing Date Extended to July 13
FEDERAL RESOURCES: Chapter 11 Plan Sets Sale of Camp Bird Mine
FEDERAL RESOURCES: Meeting of Creditors Continued to May 4

FENWICK AUTOMOTIVE: Can't Appeal Morrison Ruling, Court Hears
FLORIDA EAST COAST: S&P Affirms B- CCR & Revises Outlook to Stable
FOCUS BRANDS: Moody's Affirms B2 CFR & Alters Outlook to Stable
FTS INTERNATIONAL: Moody's Reviews B2 Ratings for Downgrades
GENWORTH FINANCIAL: S&P Puts 'BB-' Rating on CreditWatch Developing

GOD'S CHARIOTS: Voluntary Chapter 11 Case Summary
GOODYEAR TIRE: Moody's Says 1Q 2015 Earnings is Credit Positive
GOODYEAR TIRE: S&P Raises CCR to 'BB' on Improving Credit Measures
GORDIAN MEDICAL: Amends Plan After Deal with Govt. Entities
GRAFTECH INT'L: S&P Puts 'BB-' CCR on CreditWatch Negative

GRAND CENTREVILLE: Kang Trustee Wins Approval of Plan Disclosures
GREAT CHINA INTERNATIONAL: Kabani Expresses Going Concern Doubt
GREENESTONE HEALTHCARE: RBSM Expresses Going Concern Doubt
GRIGGS COUNTY: Moody's Affirms B3 Rating on GO Bonds Series 2013
GT ADVANCED: Hires Seder & Chandler as Special Counsel

GT ADVANCED: Hires StoneTurn Group as Accountants
GT ADVANCED: Lease Decision Period Extended Until May 31
GULF PACKAGING: Proposes BMC Group as Claims Agent
GULF PACKAGING: Taps Gavin/Solmonese to Provide CRO
HAAS ENVIRONMENTAL: To Present Plan for Approval May 28

HALCON RESOURCES: Moody's Revises PDR to 'Caa2-PD/LD'
HALCON RESOURCES: S&P Lowers Corporate Credit Rating to 'SD'
HARVEST OPERATIONS: S&P Lowers Sr. Unsecured Notes Rating to 'B'
HHH CHOICES HEALTH: Involuntary Chapter 11 Case Summary
HII TECHNOLOGIES: MaloneBailley Expresses Going Concern Doubt

HOLDER GROUP: Cash Use Stipulation Approved
HORIZON GLOBAL: Moody's Assigns 'B2' Corporate Family Rating
HORIZON GLOBAL: S&P Assigns 'B' CCR, Outlook Stable
HORIZON VILLAGE: Plan Still Being Contested by Wells Fargo
HORIZON VILLAGE: Stipulation Reached on Plan Issues

HORIZON WELL: Case Summary & 20 Largest Unsecured Creditors
HT INTERMEDIATE: Moody's Raises CFR to 'B2', Outlook Stable
HT INTERMEDIATE: S&P Affirms B Corp. Credit Rating, Outlook Stable
HYLAND SOFTWARE: S&P Affirms 'B' Rating on Senior Secured Debt
INTEGRA TELECOM: S&P Retains 'B+' Loan Rating on $100MM Add-On

IOWA FINANCE: Fitch Affirms 'BB-' Rating on $1.185BB Bonds
JPH LAS VEGAS: Affiliated with California Cases
KO-KAUA OHANA: Court Dismisses Ch. 11 Case at UST's Behest
KUM GANG: 1st Voluntary Chapter 11 Case Summary
KUM GANG: 2nd Voluntary Chapter 11 Case Summary

LEHMAN BROTHERS: High Court Won't Hear Appeal on $4B Barclays Award
LINDENHURST PARK: Moody's Lowers GO Rating to B1, Negative Outlook
LUNA GOLD: Forbearance Agreement Extended Until May 15
MARINA DISTRICT DEVELOPMENT: S&P Raises CCR to 'B+', Outlook Stable
MARION CLAY: Case Summary & Largest Unsecured Creditor

MENDOCINO COAST: Chapter 9 Plan of Adjustment Declared Effective
MIDSTATES PETROLEUM: S&P Affirms 'B-' CCR, Outlook Remains Neg.
NANCY MAYHER REVOCABLE: Voluntary Chapter 11 Case Summary
NII HOLDINGS: Committee Asks Unsec. Creditors to Vote YES on Plan
NII HOLDINGS: Files Notice of Dismissal of Uruguay Unit's Case

NII HOLDINGS: Plan Confirmation Hearing Set for June 3
NII HOLDINGS: To Present Plan for Confirmation June 3
NNN 1818: Out of Bankruptcy, Acquired by Shorenstein
NORTEL NETWORKS: 10th Amendment of E&Y's Agreement Approved
NORTH FLORIDA IMAGING: Case Summary & 20 Top Unsecured Creditors

NORTHWEST BANCORPORATION: Files Prepackaged Chapter 11 Plan
OAS SA: Chapter 15 Recognition Hearing Slated for May 19
OLIN CORP: S&P Affirms 'BB+' CCR, Off Watch Negative
PARK FLETCHER: May 11 Hearing on Further use of Cash Collateral
PBF LOGISTICS: Moody's Assigns 'B1' Corporate Family Rating

PETROQUEST ENERGY: S&P Lowers CCR to 'B-', Outlook Stable
PRISO ACQUISITION: Upsized Loan No Impact on Moody's 'B2' CFR
PROFESSIONAL ARTS: Case Summary & 20 Top Unsecured Creditors
PRONERVE HOLDINGS: Alvarez & Marsal Okayed to Provide Officers
PSL-NORTH AMERICA: Has Until July 13 to File Liquidation Plan

QUINTILES TRANSNATIONAL: Moody's Raises Corp. Family Rating to Ba2
QUINTILES TRANSNATIONAL: S&P Rates $1.75BB Secured Loans 'BB+'
RADIOSHACK CORP: Sets May 11 Auction for Global Sourcing Group
RCC CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors
REED AND BARTON: Lenox Corp to Acquire Assets for $22 Million

REGENCY ENERGY: Fitch Ups Rating on Series A Preferred Units to BB
REGENCY ENERGY: Moody's Withdraws 'Ba2' Corporate Family Rating
REICHHOLD HOLDINGS: Has Until July 27 to Decide on Florida Lease
REVEL AC: Plan Solicitation Exclusivity Extended to June 30
RIVER CITY RESORT: Casey Barge Removed From Chattanooga Waterfront

ROADRUNNER ENTERPRISES: May 6 Hearing on PB Cash Collateral
ROCK AIRPORT: Asks Appeals Court to Permit Trial in Sale
ROSETTA RESOURCES: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
ROYAL HOLDINGS: Buyout No Impact on Moody's Ratings
ROYAL HOLDINGS: S&P Lowers CCR to 'B-', Outlook Stable

SALADWORKS LLC: Gets Nod on Executive Bonus Plan
SALIENT PARTNERS: Moody's Assigns '(P)B2' Corporate Family Rating
SALIENT PARTNERS: S&P Assigns 'BB-' Counterparty Credit Rating
SM ENERGY: S&P Affirms 'BB' CCR, Outlook Remains Stable
SPECTRUM ANALYTICAL: Case Summary & 20 Largest Unsecured Creditors

SPRINT INDUSTRIAL: Moody's Cuts CFR to Caa1, Outlook Negative
STANDARD PACIFIC: S&P Raises CCR to 'BB-', Outlook Stable
STREET INC.: Voluntary Chapter 11 Case Summary
SURVEYMONKEY INC: S&P Affirms 'B' CCR & Revises Outlook to Stable
TABERNACLE CHRISTIAN: Case Summary & 13 Top Unsecured Creditors

TOUCHTUNES INTERACTIVE: Moody's Assigns 'B2' CFR, Outlook Stable
TOUCHTUNES INTERACTIVE: S&P Assigns 'B' CCR, Outlook Stable
TOWNSQUARE RADIO: S&P Withdraws 'B' Corporate Credit Rating
ULTRA PETROLEUM: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
VAISHANGI INC: Case Summary & 12 Largest Unsecured Creditors

W&T OFFSHORE: S&P Assigns 'B+' Rating on $300MM 2nd Lien Loan
WEIGHT WATCHERS: S&P Lowers CCR to 'B-' on Declining Revenue
WESTWAY GROUP: S&P Puts 'BB-' Rating on CreditWatch Negative
ZAYO GROUP: Moody's Affirms 'B2' CFR & Rates New Notes 'Caa1'
ZAYO GROUP: S&P Rates Proposed $350MM Unsecured Notes 'B-'

[*] Ann Nevins Appointed Bankruptcy Judge in Dist. of Connecticut
[*] Daniel Markham Joins Platinum Group as Executive Consultant
[*] Henry J. Amoroso Joins Chiesa Shahinian & Giantomasi
[*] Jones Day Expands Projects Practice with Myles Mantle
[*] METALAST(R) Trademark Awarded to Founder David Semas

[*] Paul Hastings Adds Restructuring & Bankruptcy Pair in Chicago
[^] Large Companies with Insolvent Balance Sheet

                            *********

3DFX INTERACTIVE: Ch.11 Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
BankruptcyData reported that William A. Brandt, Jr., 3dfx
Interactive's Chapter 11 trustee, filed with the U.S. Bankruptcy
Court a notice of intention to convert the Chapter 11 case to
Chapter 7.

According to BData, documents filed with the Court explain, "The
Trustee has now substantially administered the Debtor's estate,
including resolving litigation against the Debtor's former officers
and directors, and resolving many smaller litigations concerning
transfers made to trade creditors of STB Systems, Inc., a former
wholly owned subsidiary of the Debtor. The Trustee also pursued
fraudulent transfer litigation against nVidia Corporation...related
to the prepetition sale of the Debtor's assets....With the consent
of the United States Trustee and The Official Committee of
Unsecured Creditors, the Trustee now seeks to convert the Debtor's
case to chapter 7."

                     About 3DFX Interactive

Headquartered in Palo Alto, Calif., 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3DFX's shareholders approved
proposals to liquidate, wind up and dissolve the company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.

The Company filed for Chapter 11 protection on Oct. 15, 2002
(Bankr. N.D. Calif. Case No. 02-55795).  William A. Brandt, Jr.,
serves as trustee and is represented by Aron M. Oliner, Esq., at
the Law Offices of Duane Morris and Craig C. Chiang, Esq, at
Buchalter, Nemer, Fields and Younger.  Robert S. Gebhard, Esq., at
Sedgwick, Detert, Moran and Arnold, represents the Official
Committee of Unsecured Creditors.  At July 31, 2002, the Company
had $35,236,000 net liabilities in liquidation from total assets
of $106,000 and total liabilities of $35,342,000.


ACG CREDIT II: Court Extends Plan Solicitation Deadline to May 21
-----------------------------------------------------------------
ACG Credit Company II LLC sought and obtained an order from the
U.S. Bankruptcy Court for the District of Delaware extending
further its exclusive period to solicit acceptances of its Chapter
11 plan of reorganization until May 21, 2015.

The Debtor's current solicitation deadline expired on April 14,
2015.

The Debtor says it has proposed a plan that it believes maximizes
the value of its estate, and therefore is in the best interests of
all of its creditors.  In the relatively short time that has
transpired since the Petition Date, the Debtor has spent a
significant
amount of time working to resolve issues with SageCrest and other
creditors in order to ensure a successful reorganization.  The
Debtor reveals that within the past few weeks, it has reached a
settlement agreement with SageCrest and the litigation that was
pending in Connecticut has been stayed pending the Bankruptcy
Court's approval of the settlement.

The Debtor notes it has been dealing with various issues that have
occupied it and its professionals.  In light of this fact, the
Debtor asserts the requested second extension of the exclusive
solicitation period is appropriate.

                    About ACG Credit Company II

New York-based ACG Credit Company II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17,
2014.  The Debtor estimated $10 million to $50 million in assets
and $1 million to $10 million in liabilities.  Ian Peck signed the
petition as director.  Gellert Scali Busenkell & Brown, LLC, serves
as the Debtor's counsel.



ALLIED NEVADA: Gets OK to Extend Time to File Schedules
-------------------------------------------------------
Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware granted Allied Nevada Gold Corp., et al., 60 days
following the Petition Date to file their respective schedules of
assets and liabilities and statements of financial affairs.

                      About Allied Nevada

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

ANV's common stock trades on the NYSE and the TSX.

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

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

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

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



ALTEGRITY INC: Creditors Object to Disclosure Statement
-------------------------------------------------------
Dar Al Arkan Real Estate Development Company and Bank Alkhair
B.S.C., and Thomas Karaniewsky and Angela Rodriguez, on behalf of
themselves and all others similarly situated who are claimants
under the Worker Adjustment and Retraining Notification Act, object
to the adequacy of the disclosure statement explaining Altegrity
Inc., et al.'s Chapter 11 Plan.

BA and DAAR, which are currently pursuing claims in the United
Kingdom against Kroll Associates UK Limited, a non-debtor foreign
affiliate, object to the non-debtor releases described in the
Disclosure Statement to the extent that those releases would
extinguish claims against non-debtor entities such as Kroll UK.
Those releases, according to BA and DAAR, are impermissible and
render the Plan unconfirmable on its face.

The WARN Claimants complain that the Plan is patently
unconfirmable, particularly as to the Liquidating Debtors as the
Plan does not provide for payment in full of priority claims as
required under Section 1129(a)(9) of the Bankruptcy Code.  Instead,
the Plan provides that priority claims against the Liquidating
Debtors will, as members of class B6, receive a distribution in an
undertemined amount from a pool of unidentified, and possibly
non-existent, unliened assets, the WARN Claimants further
complain.

BA and DAAR are represented by:

         Brett D. Fallon, Esq.
         MORRIS JAMES LLP
         500 Delaware Avenue, Suite 1500
         P.O. Box 2306
         Wilmington, DE 19899-2306
         Tel: (302) 888-6800
         Fax: (302) 571-1750
         E-mail: bfallon@morrisjames.com

            -- and --

         Duane L. Loft, Esq.
         Matthew L. Schwartz, Esq.
         Jaime Sneider, Esq.
         Joanna Wright, Esq.
         BOIES, SCHILLER & FLEXNER LLP
         575 Lexington Avenue
         New York, NY 10022
         Tel: (212) 909-7606
         Fax: (212) 446-2350
         E-mail: dloft@bsfllp.com
                 mlschwartz@bsfllp.com
                 jsneider@bsfllp.com
                 jwright@bsfllp.com

The WARN Claimants are represented by:

         Christopher D. Loizides, Esq.
         LOIZIDES, P.A.
         1225 King Street, Suite 800
         Wilmington, DE 19801
         Tel: (302) 654-0248
         Fax: (302) 654-0728
         Email: loizides@loizides.com

            -- and --

         Jack A. Raisner, Esq.
         Rene S. Roupinian, Esq.
         OUTTEN & GOLDEN LLP
         3 Park Avenue, 29th Floor
         New York, NY 10016
         Tel: (212) 245-1000
         E-mail: jar@outtengolden.com
                 rsr@outtengolden.com

                      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 U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors.  The Creditors'
Committee retained Wilmer Cutler Pickering Hale & Dorr LLP as lead
counsel, Bayard, P.A. as Delaware co-counsel, and Capstone
Advisory
Group, LLC, and its wholly-owned subsidiary Capstone Valuation
Services, LLC, as its financial advisor.

                        *     *     *

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.


ALTEGRITY INC: Hearing Today on Disclosure Statement
----------------------------------------------------
Altegrity, Inc., et al., will ask the Court at a hearing today, May
5, 2015 at 10:00 a.m., to approve the adequacy of the information
in the disclosure statement explaining the terms of their Joint
Chapter 11 Plan.

At the hearing, the Court will also consider objections to the
Disclosure Statement, including James P. Fisher's formal request
to render a final rule on his favor.  A copy of Fisher's request is
available at

   http://bankrupt.com/misc/Altegrity_388_response_DS.pdf

As reported in the April 1, 2015 edition of the Troubled Company
Reporter, Altegrity Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a Joint Chapter 11 Plan and
accompanying disclosure statement that will delever the Company by
approximately $700 million, or 40% of the Debtors' outstanding
debt.

The Plan provides for a 2.2% estimated recovery of allowed general
unsecured claims, which total approximately $82,510,532.  Holders
of Secured Third Lien Notes Claims are poised to recover 7.7% of
their estimated $66,304,133 total amount of claims.  Holders of
Secured Second Lien Notes Claims are poised to recover 48.4% of
their estimated $519,265,011 total amount of claims.

To evidence their support of the Debtors' restructuring plan,
holders of approximately 78% of the Debtors' first lien debt and
approximately 95% of the Debtors' second and third lien debt have
executed the Restructuring Support Agreement.  The transactions
contemplated by the Restructuring Support Agreement (a) address
certain existing defaults under the First Lien Indebtedness, modify
change-of-control covenants, and reset financial covenants to
levels that are consistent with the Debtors' revised business plan,
(b) reduce outstanding debt by 40% and (c) provide the Debtors with
a new-money junior lien investment of $90 million to fund these
Chapter 11 Cases and post-emergence ongoing business operations.

A full-text copy of the Disclosure Statement dated March 30, 2015,
is available at http://bankrupt.com/misc/ALTEGRITYds0330.pdf


                      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.



ALTEGRITY INC: Wants to Pay Exit Financing Fees
-----------------------------------------------
The bankruptcy court will convene a hearing on May 5, 2015, at
10:00 a.m., to consider Altegrity, Inc., et al.'s motion for
authorization to:

   a) pay fees and expenses of certain potential exit financing
lenders in connection with the Debtors' efforts to obtain exit
financing;

   b) provide expense deposits in an aggregate amount not to exceed
$100,000 to reimburse the potential lenders' fees and expenses
incurred in connection with the proposed exit financing; and
  
   c) provide indemnification to potential lenders for expenses,
losses, claims, damages and liabilities arising out of or resulting
from the process of considering whether to provide exit financing
to Altegrity or any due diligence or investigation conducted in
connection therewith.

On March 30, 2015, the Debtors filed a motion seeking approval of
their proposed disclosure statement.  A hearing to consider the
adequacy of the information contained in the Disclosure Statement
explaining the Chapter 11 Plan, is scheduled for May 5.

A key element of the restructuring contemplated by the Plan is the
requirement for the Debtors enter into the exit facility by the
effective date of the Plan in order to fund their ongoing business
operations upon emergence.

To that end, the Debtors are in negotiations with certain potential
lenders regarding a potential exit facility.

In accordance with the Restructuring Support Agreement dated as of
Feb. 2, 2015, on or prior to the effective date of the Debtors'
plan of reorganization, the Debtors must put in place a new
revolving credit facility in an amount up to $60 million, with
capacity for the issuance of letters of credit.

To comply with the milestones set forth in the RSA, the effective
date of the Debtors' plan of reorganization and, correspondingly,
the entry into the Exit Facility—must occur on or before July 8,
2015.  The Debtors' failure to comply with such milestone may
trigger a "Creditor Termination Event" under the RSA, which in turn
may adversely impact the Debtors' ability to continue to operate
their businesses and administer the chapter 11 cases.

    http://bankrupt.com/misc/Altegrity_384_exitfinancing.pdf

                      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.



AMERICAN APPAREL: Fund Accused of Pushing Retailer to Bankruptcy
----------------------------------------------------------------
Lisa Fickenscher, writing for The New York Post, reported that a
latest shareholder lawsuit against American Apparel alleges that a
shareholder and investor in the apparel retailer, New York hedge
fund Standard General, is deliberately pushing the company into the
ground and had rebuffed an acquisition overture.

According to the report, Irving Place Capital approached the
company last year, expressing interest in a deal that could have
valued the company at up to $1.40 per share, or a 103-percent
premium at the time, according to the complaint.  The expression of
interest never proceeded to a formal bid, however, because certain
condition presented by Irving could not be met, the report noted.

The complaint filed by a former employee and friend of ousted chief
executive Dov Charney's, Eliana Gil Rodriguez, said Standard
General has "positioned itself to make enormous profits should
American Apparel fall into bankruptcy."

                        About American Apparel

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

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

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

American Apparel reported a net loss of $68.81 million in 2014, a
net loss of $106.29 million in 2013 and a net loss of $37.27
million in 2012.  As of Dec. 31, 2014, American Apparel had
$294.38
million in total assets, $409.90 million in total liabilities and
a
$115.51 million total stockholders' deficit.

                           *     *     *

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

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


ANESTHESIA HEALTHCARE: OK'd to Sell Contract Rights to Innovative
-----------------------------------------------------------------
Innovative Anesthesia Healthcare Partners, Inc., et al., won
approval from the bankruptcy court to sell contract rights and
related assets to Innovative Practice Strategies, LC, pursuant to
an asset purchase agreement; and to disburse certain proceeds at
time of sale.

Each of the Debtors has contracts with health care entities as
hospitals, private clinics and ambulatory service centers in their
respective geographical areas to provide anesthesia management and
support services.

Pursuant to the APA, in addition to the assumed liabilities, the
estate would net approximately $50,000 from the sale.

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

    http://bankrupt.com/misc/AnesthesiaH_314_Innovativesale.pdf

                         Cash Collateral

Meanwhile, the Debtors have filed documents asking the Court to
approve a fourth amendment to the July 18, 2014 final order
authorizing use of cash collateral.

                   About Anesthesia Healthcare

Anesthesia Healthcare Partners, Inc. and its affiliates filed
Chapter 11 petitions (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta
on May 15, 2014.  The cases are assigned to Judge Wendy L.
Hagenau.

The Debtors tapped Theodore N. Stapleton, Esq., at Theodore N.
Stapleton, P.C., in Atlanta, as counsel.  The Debtors also engaged

Carl Marks Advisory Group, Inc., to provide the services of F.
Duffield Meyercord as Chief Restructuring Officer

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100%
of the common stock.

In its schedules, Anesthesia Healthcare listed $19,632,440 in total
assets and $11,827,716 in total liabilities.



ANTIQUESTOP.COM LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Antiquestop.com, LLC
        3400 Preston Road, Suite 205
        Plano, Tx 75093

Case No.: 15-31817

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Robert Yaquinto, Jr., Esq.
                  SHERMAN & YAQUINTO, LLP
                  509 N. Montclair Ave.
                  Dallas, TX 75208-5498
                  Tel: (214) 942-5502
                  Email: ryaquinto@syllp.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Lafferty, managing member.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb15-31817.pdf


ASSOCIATED WHOLESALERS: Has Until May 26 to File Plan
-----------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended through and including May 26, 2015, the period
in which ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., f/k/a
Associated Wholesalers, Inc., and its debtor affiliates have the
exclusive right to file a Chapter 11 plan.

Judge Carey also extended through and including July 21, 2015, the
period in which the Debtors have exclusive right to solicit
acceptances of the Chapter 11 plan.

Jeffrey C. Hampton, Esq., at Saul Ewing LLP, in Philadelphia,
Pennsylvania, told the Court that the Debtors require sufficient
time to consider plan structure alternatives and the financial
implications of each so that the resulting plan serves the best
interests of the Debtors and their creditors.

                   About Associated Wholesalers

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

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

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings on
the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

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

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

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

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

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

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


ATLANTIC CITY: S&P Retains 'BB' GO Rating on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services' 'BB' rating on Atlantic City,
z.J.'s general obligation (GO) debt remains on CreditWatch, where
it had been placed with negative implications on Jan. 27, 2015.  In
S&P's view, the city is unlikely to pursue bankruptcy as an
immediate course of action.

Based on S&P's review of the Emergency Manager's 60-day report and
its understanding of the city's current decision-making framework
S&P notes the possibility of debt service and other payment
deferrals as early as fiscal 2015 as an option to address the
city's budget deficit.

"The Emergency Manager's report reflects several possible solutions
to the city's fiscal 2015 deficit that are both recurring and
one-time in nature," said Standard & Poor's credit analyst Lindsay
Wilhelm.  "Ultimately, for the city to stabilize and improve, it
must implement recurring and ongoing measures. However, short-term
solutions can provide a financial cushion in operations while the
city makes long-term adjustments."

S&P continues to see some risk with the short-term solutions,
which, if not successful, could introduce bankruptcy as a potential
course of action for the city or require a revaluation of its
rating.

The short-term considerations include Atlantic City's:

   -- Ability to access the market to repay a $40 million loan
      from the State of New Jersey and to retire approximately $12

      million in bond anticipation notes maturing in August 2015;

   -- Success in negotiating with other key stakeholders to
      address its near-term financial and liquidity pressures.

Assuming some measure of short-term success, the city will need to
tackle a longer-term solution.  Some of the structural measures
include legislation and state aid increases that offer the
possibility of longer-term revenue stability.

Within the 90-day CreditWatch period, S&P expects to have more
clarity on Atlantic City's ability to access the market as well as
the city's plan for addressing its near-term financial and
liquidity risks, and will revisit the rating accordingly.



AVON PRODUCTS: Moody's Lowers CFR to Ba2, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Avon Products, Inc.'s
Corporate Family Rating to Ba2 from Ba1. Moody's also downgraded
the Probability of Default Rating to Ba2-PD, and lowered the
Speculative Grade Liquidity (SGL) rating to SGL-2. The downgrade of
the CFR reflects Moody's concern that efforts to improve operating
performance are not sufficient to offset the confluence of
headwinds the company is facing -- including FX volatility,
inflation, the IPI tax in Brazil and the continuing decline in
active representatives. Moody's expects that free cash flow will
decline meaningfully and leverage will increase to more than 5
times by the end of 2015. "It may be difficult for Avon to turn
around its performance given the competitive and macroeconomic
challenges the company is facing in key markets -- particularly
since it is happening against a backdrop of significant FX
volatility that is diminishing operating cash flow," said Nancy
Meadows, a Moody's senior analyst and Vice President. That said,
Avon benefits from significant scale, a global footprint, good
liquidity and no near term maturities. The rating outlook is
negative.

Issuer: Avon Products, Inc.

  -- Corporate Family Rating to Ba2 from Ba1

  -- Probability of Default Rating to Ba2-PD from Ba1-PD

  -- Senior Unsecured Regular Bond/Debentures to Ba3 (LGD 5) from
     Ba1 (LGD4)

  -- Senior Unsecured Shelf to (P)Ba3 from (P)Ba1

  -- Speculative Grade Liquidity Rating lowered to SGL-2 from
     SGL-1

  -- The outlook is negative.

Avon's Ba2 Corporate Family Rating reflects continued declines in
revenues and earnings and challenges retaining active
representatives despite its position as one of the largest global
direct selling companies, strong brand recognition and broad
geographic diversification. Avon faces competitive and structural
challenges associated with the direct sales distribution model and
is struggling to slow the decline in active representatives, a key
to stabilizing performance. With approximately 90% of earnings
outside the US, Avon is also vulnerable to FX volatility that will
negatively impact earnings and cash flow in 2015. Moody's believes
that exclusive reliance on direct sales diminishes the company's
flexibility to adapt and maintain market share in a changing global
consumer environment. Changes in its markets include retail
penetration in developing markets which provide more alternative
buying channels for consumers, competing beauty suppliers looking
to developing markets for growth, and consumer buying habits which
are changing globally including the ongoing growth of digital
commerce. These challenges are evolving gradually, however,
allowing Avon to maintain a sizable revenue base and positive -
though declining - free cash flow. Avon is also exposed to moderate
cyclical swings as its products represent more discretionary
purchases than many other non-durable consumer products. Slow or
negative economic growth in key markets such as Brazil and Russia
will present an additional operating challenge in 2015 and 2016.

The two-notch downgrade of the senior unsecured notes reflects the
downgrade of the CFR as well as corrections to the Loss Given
Default model used by Moody's in rating this transaction. In the
October 10, 2014 rating action, the Loss Given Default model
incorrectly ranked operating company debt the same as the senior
unsecured unguaranteed notes at the holding company, rather than
reflecting the senior ranking of operating company debt. The error
has now been corrected, and today's actions reflect this change.

The negative outlook reflects the risk that operating performance
and credit metrics will continue to weaken over the next 12 to 18
months due to competitive and structural challenges in the context
of heightened FX volatility, macroeconomic challenges in key
markets, and continued declines in active representatives
globally.

Weak execution of turnaround initiatives, market share pressure, or
an inability to restore and sustain growth in representative levels
and organic sales could lead to a downgrade. Avon's ratings could
also be downgraded if Moody's comes to expect that debt-to-EBITDA
leverage is not likely to be sustained below 4.5x or if free cash
flow or the company's liquidity position deteriorates.

An upgrade is unlikely in the near to intermediate term given
expected operating pressures. Avon would need to demonstrate
successful execution of its turnaround initiatives, and generate
sustained growth in active representatives and organic sales before
we will consider an upgrade. Avon would additionally need to
generate strong cash flow and maintain a solid liquidity position
to be upgraded.

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

Avon, headquartered in New York, NY is a global beauty product
company and one of the largest direct sellers through more than 6
million active representatives. Avon's products are available in
over 100 countries and include color cosmetics, skin care,
fragrance and personal care, fashion, and home/other. Brands
include Avon Color, ANEW, Skin-So-Soft, Advance Techniques, and
mark. Avon's revenue for fiscal 2014 was approximately $8.8
billion.


BAXANO SURGICAL: May 18, 2015 Set as Claims Bar Date
----------------------------------------------------
The Bankruptcy Court established May 18, 2015, at 4:00 p.m., as the
deadline for filing:

   1. proofs of claim against the Debtor on account of claims,
including claims of governmental units, arising or deemed to have
arisen;

   2. proofs of claim or applications for the payment of
administrative expense claims on account of claims arising under
Section 503(b)(9) of the Bankruptcy Court; and

   3. claims allegedly secured by a right of set-off.

In addition, the Court set May 28, 2015, at 4:00 p.m., as the
deadline to file request for the allowances of certain
administrative expense claims against the Debtor.

Proofs of claim must be submitted to Rust Consulting/OMNI
Bankruptcy, either by:

   i) mailing to:

         Baxano Sugical Inc. Claims Processing Center
         c/o Rust Consulting/OMNI Bankruptcy
         5955 DeSotto Avenue, Suite No. 100
         Woodland Hills, CA 91367

  ii) delivering by overnight courier or messenger to:

         Baxano Surgical Inc. Claims Processing Center
         c/o Rust Consulting/OMNI Bankruptcy
         5955 DeSotto Avenue, Suite No. 100
         Woodland Hills, CA 91367

                       About Baxano Surgical

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

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

The Debtor estimated $10 million to $50 million in assets and
debt.

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

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

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

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



BELLISIO FOODS: S&P Revises Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Minneapolis-based Bellisio Foods Inc. to negative from stable.  S&P
also affirmed all of its ratings, including the company's 'B'
corporate credit rating.

"The outlook revision reflects our belief that Bellisio may not be
able to improve its operating performance and covenant cushion
during the next 12 months," said Standard & Poor's credit analyst
Bea Chiem.

During the fiscal year ended Dec. 28, 2014, the company's operating
results were weaker than S&P's prior expectations. Bellisio's
operating performance in fiscal 2014 was hurt primarily by higher
start-up costs and operational inefficiencies associated with a new
product launch, lower sales in some of its key channels,
higher-than-expected dairy and beef costs, higher costs associated
with transitioning Overhill Farms manufacturing, and greater
competitive promotional activity in the frozen meals category.  As
a result, the company's covenant cushion on its net leverage was
very thin at the end of fiscal 2014.

The company has taken steps to improve its cushion levels.  Still,
S&P believes that the covenant cushion could be constrained during
the rest of the year as the net leverage covenant level steps down
each quarter.

Pro forma for the company's recent debt reduction from a sale
leaseback transaction, S&P estimates the company's reported debt is
roughly $260 million.  Adjusted for operating leases and about $44
million in payment-in-kind preferred stock, S&P estimates the
company has adjusted debt of roughly $315 million.



CAESARS ENTERTAINMENT: Has Until May 27 to Exclusively File Plan
----------------------------------------------------------------
Tracy Rucinski at Reuters reports that Bankruptcy Judge Benjamin
Goldgar has extended until May 27, 2015, Caesars Entertainment
Operating Company, Inc., et al.'s exclusive right to file a Chapter
11 plan.  The report adds that May 27 is also the date of the
Debtors' next omnibus hearing.

As reported by the Troubled Company Reporter on April 27, 2015, the
Debtors filed on April 15, 2015, a motion asking the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
the Debtors' exclusive right to file a Plan through and including
Nov. 15, 2015, and to solicit votes on the Plan through and
including Jan. 15, 2016.  According to Tom Hals at Reuters, the
Debtors' creditors objected to the Debtors' request for extension.

Reuters relates that creditors will try to reach an agreement with
the examiner, Richard Davis, Esq., on key questions related to the
procedures of his probe on equity owners' possible illegal transfer
of key assets out of creditors' reach before the bankruptcy filing.
The report states that the creditors want to launch their own
probes.  

Steven Church at Bloomberg.com reports that Judge Goldgar said on
April 29, 2015, that he planned to deny a request by the Examiner
to temporarily limit creditor probes.  According to Bloomberg.com,
the Examiner argued that multiple, unfettered investigations could
delay his official report.  Judge Goldgar, according to
Bloomberg.com, agreed to delay a final order so the Examiner and
creditors might work out details about how the groups would
interview company officials.  The two parties will brief Judge
Goldgar on those issues at a hearing next Wednesday, Reuters says.

At the end of April 2015, short interest in Caesars Entertainment
stock amounted to 14.6 million shares, roughly 10% of total shares
outstanding, Eric Volkman at The Motley Fool states, citing
statistics from NASDAQ OMX.

                     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: Has $2.2 Million Loan From Triwest
--------------------------------------------------------
California Community Collaborative asks the bankruptcy court for
approval to obtain up to $2.2 million of postpetition secured
financing from Triwest Financial Group.

The Debtor, which owns an office building in San Bernardino,
California, recently obtained a new ten-year lease for 39,000
square feet of space with Rex and Margaret Fortune School of
Education which substantially increases the space under lease at
the Real Property.  The Debtor says the additional rental income
from this lease will permit it to file a plan of reorganization
based on ongoing business income and profits.

The Debtor has obtained a commitment to provide financing secured
by the real property, which financing is necessary to obtain the
needed leasehold improvements for the new lease with Fortune.  The
proposed financing is to be brokered by Triwest Financial Group of
San Diego, California.  The Debtor proposes to borrow $2,200,000,
which include a second deed of trust to secure the Debtor's
obligations under the loan documents.

The basic terms of the proposed financing are:

    * Loan amount: $2,200,000
    * Interest rate: 7% per year
    * Monthly payments: $12,833
    * Term of loan: 12 months
    * Collateral: second deed of trust against the real property.

The Debtor's real property is encumbered by a first deed of trust
in favor of California Bank & Trust, to secure an obligation of
$9,600,000 as of the Petition Date, and currently there are no
junior liens.

The Debtor believes that the lease with Fortune will add
considerable value to the property, which the Debtor estimates to
be no less than $15,000,000 with the Fortune lease in place (which
is $3,000,000 higher than the value the Debtor gave the Real
Property as of the Petition Date).  The proposed Triwest loan, in
the amount of $2,100,000, is more than offset by the value that the
Fortune lease adds to the Real Property, and the Bank's
first-priority security interest will benefit from a generous
equity cushion.

The Debtor says that the ongoing interest payments that the Debtor
will make to the Bank will provide additional protection to the
Bank's interest.

According to the Debtor, the proposed financing will assure that
the Debtor will obtain the benefit of the Lease with Fortune, rent
payments from which will help finance not just repayment of the
Triwest loan, but also help fund a Plan of Reorganization.  The
Debtor plans to refinance the Real Property after no more than 18
months to pay the Bank's claim in full.

              California Bank & Trust Has Objections

Secured creditor California Bank & Trust says that many
contingencies, uncertainties and open issues that must be resolved
by the Debtor in certain circumstances, and by third parties not
under the control of the Debtor in others before actual progress
can or will occur, renders this situation impossible for the Bank
to monitor, and for the Court to approve, at this single hearing.

The Bank notes that the situation has so many moving parts, and is
so fraught with uncertainties and contingencies, that the Bank asks
that the Court issue its orders in such a fashion so as to keep
this Debtor on a "short leash" for the time being, and that the
Court require the Debtor to identify and then meet certain
important benchmarks, progress thresholds and deadlines (or at
least periodically update and explain to the Court and the Bank's
satisfaction its progress regarding same) as a condition.

For example, the Bank notes that the Debtor will likely not be able
to meet its property tax and adequate protection obligations for
the month of June 2015, if the proposed junior secured financing
has not been funded by that time.  However, the proposed financing
is expressly contingent upon the issuance of, among other things, a
Conditional Use Permit ("CUP") by the appropriate planning
authorities of San Bernardino County.  However, the Debtor, under
the proposed agreements now before the Court, is NOT the party who
is responsible for applying for and otherwise seeking the CUP from
County authorities, but rather it is the proposed Tenant who is
responsible for preparing and prosecuting the application of the
CUP.

Similarly, the Bank notes the proposed Lease requires the Debtor to
fund more than $1.75 million in tenant improvements for the
proposed tenant's benefit before the proposed tenant becomes
obligated to occupy the Debtor's property and start paying rent.
However, the Debtor is NOT directly responsible under the lease for
the construction work that will actually be performed on the
Property in order for the rent obligations under the lease to be
triggered, and the Debtor (apparently) will NOT be the party
contracting with the builder for such tenant improvements.  No
construction agreement is a part of any of the documents before the
Court, and no terms of any such agreement have been provided to the
Bank.  Apparently, the Bank points out, the Debtor is somehow
financially responsible for all tenant improvements to be built,
but has no ability to control or influence the scope or timing of
the construction work, which is apparently outside of the Debtor's
direct control, or remains the subject of further negotiation and
agreement.  This, at a minimum, requires further explanation and
consideration.

The Bank asserts that the appropriate decision for the Court to
make at the present time (indeed the only "decision" the Court can
make) is to:

  (a) require the Debtor to identify, document and commit to a
specific timetable regarding these (presently unidentified) various
documents, applications, benchmarks and submissions necessary for
the proposed lease and/or its funding to become a reality,

  (b) at a minimum, require the Debtor to commit to a specific
deadline for obtaining the CUP so that the Bank and the Court can
determine whether the funding of the proposed secured financing
(necessary for the Debtor's survival) and the construction of the
necessary tenant improvements have any possibility of taking place
before the Debtor runs out of cash, and then

  (c) authorize, for the time being, a limited use of the Bank's
cash collateral in accordance with the proposed Budget so that
these benchmarks, thresholds, applications and agreements to which
the Debtor's Motions refer can be monitored by both the Court and
the Bank to determine whether the Bank's relief from stay Motion
should continue to be held in abeyance.

California Bank & Trust is represented by:

         FRANDZEL ROBINS BLOOM & CSATO, L.C.
         Hemal K. Master, Esq.
         Reed S. Waddell, Esq.
         6500 Wilshire Boulevard, Seventeenth Floor
         Los Angeles, California 90048-4920
         Tel: (323) 852-1000
         Fax: (323) 651-2577
         E-mail: hmaster@frandzel.com
                 rwaddell@frandzel.com

                      About California Community

California Community Collaborative owns and rents to
non-residential tenants an office building located at 655 West 2nd
street, San Bernardino, California.  The building was previously a
Mervyn's retail shopping center before it was acquired and later
remodeled into a two-story, 88,000 square foot office building.
The company was formed by Merrell Schexnydre, who is presently the
sole shareholder and president.

The Judicial Council of California leases about 26,000 square feet
of space at the building.

California Community filed a Chapter 11 bankruptcy petition
(Bankr.
E.D. Cal. Case No. 14-26351) on June 17, 2014.  Mr. Schexnydre
signed the petition.  Judge Christopher M.
Klein presides over the case.  The Debtor estimated assets of at
least $10 million and liabilities of $1 million to $10 million.

The Debtor tapped Meegan, Hanschu & Kassenbrock as counsel and
CBRE
- Inland Commercial Real Estate as broker.



CAROLINA BEVERAGE: Moody's Affirms B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Carolina Beverage Group, LLC's
B3 Corporate Family rating, Caa1 (LGD4, 61%) secured second lien
notes rating, and B3-PD probability of default rating, but changed
the outlook to negative from stable.

  -- Corporate Family Rating, Affirmed B3

  -- Probability of Default Rating, Affirmed B3-PD

  -- Senior Secured Regular Bond/Debenture, Affirmed Caa1(LGD4)

  -- Outlook, To Negative from Stable

The negative rating outlook reflects credit metrics that are weaker
than original expectations. Moody's expects that CBG's small scale,
high customer concentration and limited free cash flow will temper
the pace of deleveraging.

Leverage increased to the high six times range following soft
results in 2014. While Moody's expects growth to resume and capex
to fall, cash flow will still likely be relatively small in 2015.
The company expects less than $3 million of maintenance capex in
2015, but given the expanded facilities, Moody's believes that this
level may rise over the long run. Moody's expects EBIT / interest
expense to recover from under 1 times in 2014.

CBG is exposed to event risk related to leveraging actions by its
private equity owners - SunTX Capital Partners. The company made a
large shareholder distribution as part of the company's $130
million July 2013 bond issuance. Any future distribution will limit
the company's ability to de-lever and further constrain the
rating.

CBG's B3 Corporate Family Rating reflects financial metrics that
are weak for the rating category, its small scale as a beverage
co-packer with revenue of approximately $93 million for fiscal year
2014, and significant customer concentration. The company's top two
customers accounted for approximately 89% of CBG's sales. The B3
rating also reflects the company's limited geographic diversity and
high financial leverage following a large sponsor dividend in 2013
and weak performance in 2014, partially due to start up delays at
its new Texas facility. The B3 rating is supported by the company's
strong profit margins compared to other consumer product
co-packers, and its expanding role in co-packing for the
high-growth energy drink category in North America. Competitive
barriers to entry include the company's unique manufacturing and
bottling capabilities and its entrenched customer relationships.

The company's liquidity profile weakened in 2014 given lower
revenues and profits and the investment in the new facility, which
was partially funded by the revolving credit facility. Moody's
expects that CBG will have sufficient cash flow to meet its basic
cash needs including working capital over the next 12-18 months,
but will have to rely on its $25 million revolving credit facility
which expires in January 2018 to meet capital spending needs and
help make its semi-annual interest payments. CBG has no near-term
debt maturities.

A downgrade could occur if the company fails to return to growth
and improve operating performance in 2015, or if free cash flow is
negative. Debt to EBITDA sustained materially above 5.5 times, EBIT
to interest that fails to improve above one times, aggressive
shareholder returns, debt-financed acquisitions, the loss of a key
customer or diminished volume from a larger one, as well as
weakened liquidity could also lead to a downgrade.

A ratings upgrade is unlikely at the current time. The ratings may
be upgraded if the company gains greater scale, and more customer
and geographic diversification. An upgrade would also require CBG
to sustain positive free cash flow while maintaining healthy
capital investment levels. It would require that the company
de-lever such that debt/EBITDA is sustained below 4.0 times and
EBIT to interest exceeds 2.0 times.

The principal methodology used in these ratings was Global Soft
Beverage Industry 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.

Carolina Beverage Group, LLC ("CBG"), majority owned by SunTx
Capital Partners, is a leading manufacturer of specialty and
functional beverages (including energy drinks) in North America.
Its two largest customers constitute approximately 89% of CBG's
volume. The company's net sales for 2014 were about $93 million.


CHAIRMASTERS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chairmasters Inc.
        505 White Plains Road, Suite 212
        Tarrytown, NY 10591

Case No.: 15-22628

Chapter 11 Petition Date: May 1, 2015

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Erica Feynman Aisner, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR,
                  LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: 914-681-0200
                  Fax: 914-684-0288
                  Email: erf@ddw-law.com

                    - and -

                  Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR,
                  LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Jeffrey Jahier, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-22628.pdf


CHASSIX HOLDINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Chassix, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $5,880,354
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $545,784,401
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $78,935,257
                                 -----------      -----------
        Total                     $5,880,354     $624,719,658

Its parent, Chassix Holdings, Inc., disclosed $0 assets and
$165,571,125 in liabilities in its schedules.

Copies of the documents are available for free at

       http://bankrupt.com/misc/CHASSIXHOLDINGS_216_sal.pdf
       http://bankrupt.com/misc/CHASSIXHOLDINGS_212_sal.pdf

                       About Chassix Holdings

Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities.  Based in Southfield,
Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical automotive
components, having content on approximately 64% of the largest
platforms in North America.  Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.

For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis.  As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.

Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.

Chassix Holdings estimated $500 million to $1 billion in assets and
debt.

The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc.
to provide an interim CFO and additional restructuring services;
and Prime Clerk LLC, as claims and noticing agent.


CHASSIX HOLDINGS: May 21 Fixed as General Claims Bar Date
---------------------------------------------------------
Chassix Holdings, Inc., et al., obtained a bankruptcy court order
establishing these deadlines for filing proofs of claim against the
Debtors:

     * General Bar Date:       May 21, 2015 at 5:00 p.m.
     * Governmental Bar Date:  Sept. 9, 2015 at 5:00 p.m.

Proofs of claim must be filed either (i) electronically through the
website of the Debtors' Court-approved claims agent, Prime Clerk
LLC, using the interface available on the website located at  --
https://cases.primeclerk.com/chassix -- under the link entitled
"Submit a Claim" or (ii) by delivering the original proof of claim
form by hand, or mailing the original proof of claim form:

If by overnight courier, hand delivery or first class mail:

         Chassix Holdings, Inc.
         Claims Processing Center
         c/o Prime Clerk LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022

                  or

         United States Bankruptcy Court, SDNY
         One Bowling Green
         New York, NY 10004-1408

                       About Chassix Holdings

Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities.  Based in Southfield,
Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical automotive
components, having content on approximately 64% of the largest
platforms in North America.  Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.

For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis.  As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.

Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.

Chassix Holdings estimated $500 million to $1 billion in assets
and
debt.

The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting,
Inc.
to provide an interim CFO and additional restructuring services;
and Prime Clerk LLC, as claims and noticing agent.


CITIZENS FINANCIAL: Fitch Assigns 'BB-' Rating on $250MM Stock
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Citizens Financial
Group's (CFG) $250 million non-cumulative perpetual preferred
issuance.

Dividends will be payable at a fixed rate per annum from the
original issue date to, but excluding, April 6, 2020 and thereafter
at a floating rate per annum.  The proceeds will be used to
repurchase common stock directly from CFG's parent company, the RBS
Group, or for general corporate purposes.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

CFG's preferred issuances are sensitive to changes in CFG's VR and
would move in tandem with any changes to CFG's VR.



COALINGA REDEVELOPMENT: S&P Alters Ratings Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB' long-term rating on Coalinga
Redevelopment Agency, Calif.'s series 2009C tax allocation bonds
(TABs).

"The revised outlook reflects our view of the recent growth in
project area assessed value as well as the agency's sufficient
cash-flow management during the past two payment periods," said
Standard & Poor's credit analyst Li Yang.

The city of Coalinga is acting as SA to the former redevelopment
agency (RDA) after the state legislature and a subsequent court
ruling dissolved all RDAs in California in February 2012.

The project area encompasses approximately 1,116 acres, covering
about 60% of Coalinga, and single-family residential property makes
up the majority of AV in the area.



COMMUNITY HOME FINANCIAL: Trustee Scraps Liquidating Plan
---------------------------------------------------------
Kristina M. Johnson, Chapter 11 Trustee of the Estate of Community
Home Financial Services, Inc., notified the U.S. Bankruptcy Court
for the Southern District of Mississippi that she is withdrawing
the Chapter 11 Plan of Liquidation and Disclosure Statement that
she filed for the Debtor.  Since the filing of the Plan, the
Trustee has received additional information in the course of her
investigation of the Debtor's acts and financial affairs.  Based on
the additional information, the Trustee said April 7, 2015, that
she's withdrawing the Disclosure Statement and Plan.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
The petition was signed by William D. Dickson, president.

Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing
financing through its dealer network throughout 25 states,
Alabama,
Delaware, and Tennessee.  The Debtor scheduled $44.9 million in
total assets and $30.3 million in total liabilities.  Judge Edward
Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter
11 counsel.  Wells Marble was terminated Nov. 13, 2013.

The Debtor is now being represented by Derek A. Henderson, Esq.,
in
Jackson, Miss.  In 2013, the Debtor sought to employ David Mullin,
Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
Trustee for the Debtor.  Jones Walker LLP serves as counsel to the
Chapter 11 trustee, while Stephen Smith, C.P.A., acts as
accountant.

                         *     *     *

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013.
In the first quarter of 2014, the Court entered an order holding
in abeyance the (i) confirmation of the Debtor's Chapter 11 Plan;
and (ii) the objection and amended objection to the confirmation of
Plan pending further Court order.


CORE ENTERTAINMENT: S&P Lowers CCR to 'CCC+' on Weak Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Beverley Hills, Calif.-based TV production studio
CORE Entertainment Inc. to 'CCC+' from 'B' and removing the rating
from CreditWatch, where S&P placed it with negative implications on
March 31, 2014.  The outlook is negative.

At the same time, S&P lowered its issue-level ratings on the
company's $200 million senior secured first-lien term debt due 2017
to 'CCC+' from 'B+' and on its $160 million 13.5% bank loan due
2018 to 'CCC-' from 'CCC+'.  S&P is also revising the recovery
rating on the firs-lien debt to '4' from '2' because it is lowering
its emergence valuation for the company.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%, low end of the
range) recovery in the event of a payment default. The recovery
rating on the second-lien debt remains '6', indicating S&P's
expectation for minimal (0%-10%) recovery in the event of a payment
default.  Additionally, S&P is removing the issue-level ratings
from CreditWatch, where it placed them with negative implications
on March 31, 2014.

"The ratings downgrade reflects the significantly weakening
operating performance as continued audience ratings declines and
fewer hours for the company's aging flagship television show,
American Idol, has led to precipitous declines in revenues and cash
flow," said Standard & Poor's credit analyst Naveen Sarma.

"While we believe these declines could moderate in 2015 and 2016,
we expect the company will still generate negative discretionary
cash flow and could exhaust its sole source of liquidity (its cash
balance) by early 2017," he added.

The negative outlook reflects the increased likelihood that the
company will be unable to reverse ongoing operating trends. Without
such a turnaround, or a capital infusion from either of its 50/50
owners (Twenty First Century Fox and Apollo), S&P anticipates the
company could run out of liquidity by early 2017.

S&P could lower its rating further if it becomes apparent that the
company has less than 12 months of liquidity remaining.  While S&P
current anticipates the company could run out of liquidity by early
2017, this timing could accelerate if the company increases
programming investments without realizing any immediate successes.

S&P could upgrade its rating if the company were to have a viable
plan to refinance its debt maturities, accompanied by an equity
infusion, which S&P views as a low-probability scenario.  In
addition, S&P would expect the company to begin generating
sustained positive discretionary cash flow so that the business
appears to be self-sustaining.  This could only happen if
performance at American Idol stabilizes and the company finds
success with its developmental slate of shows.



CORINTHIAN COLLEGES: Case Summary & 30 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                           Case No.
    ------                                           --------
    Corinthian Colleges, Inc.                        15-10952

    Pegasus Education, Inc.                          15-10953

    Heald Capital LLC                                15-10954

    Corinthian Schools, Inc.                         15-10955

    Grand Rapids Educational Center, Inc.            15-10956

    Rhodes Colleges Inc.                             15-10957

    Heald Real Estate, LLC                           15-10958

    Rhodes Business Group, Inc.                      15-10959

    Everest College Phoenix, Inc.                    15-10960

    ETON Education, Inc.                             15-10961

    Florida Metropolitan University, Inc.            15-10962

    CDI Education USA, Inc.                          15-10963

    Heald Education, LLC                             15-10964

    SP PE VII-B Heald Holdings Corp.                 15-10965

    Corinthian Property Group, Inc.                  15-10966

    Ashmead Education, Inc.                          15-10967

    SD III-B Heald Holdings Corp.                    15-10968

    Heald College, LLC                               15-10969

    Titan Schools, Inc.                              15-10970

    MJB Acquisition Corporation                      15-10971

    Career Choices, Inc.                             15-10972

    QuickStart Intelligence Corporation              15-10973

    Sequoia Education, Inc.                          15-10974

    ECAT Acquisition, Inc.                           15-10975

    Socle Education, Inc.                            15-10976

Type of Business: Post-Secondary Education Company

Chapter 11 Petition Date: May 4, 2015

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

Judge: Hon. Kevin J. Carey

Debtors' Counsel: Rachel Layne Biblo, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7599
                  Fax: 302-498-7599
                  Email: Biblo@rlf.com

                    - and -

                  Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  Email: collins@RLF.com

                    - and -

                  Michael Joseph Merchant, Esq.
                  RICHARDS LAYTON & FINGER, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  Email: merchant@rlf.com

                    - and -

                  Amanda R. Steele, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7838
                  Fax: 302-428-7838
                  Email: steele@rlf.com

                    - and -

                  Marisa A. Terranova, Esq.
                  RICHARDS LAYTON & FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19899
                  Tel: 302-651-7811
                  Fax: 302-498-7811
                  Email: terranova@rlf.com

Debtors'          FTI CONSULTING, INC.
Restructuring
Advisors:

Debtors'          RUST CONSULTING/OMNI BANKRUPTCY
Claims and
Noticing Agent:

Total Assets: $19.2 million

Total Debts: $143.1 million

The petition was signed by William J. Nolan, chief restructuring
officer.

List of Debtor's 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Barclays Capital Inc.                 Trade Debt      $1,250,000
Attn: Steven McClatchey
745 Seventh Avenue, 30th Floor
New York, NY 10019

Ambassador Education Solutions        Trade Debt      $1,225,419
Attn: Vincent Mirrione
445 Broad Hollow Road, Suite 206
Melville, NY 11747

Eloyalty, LLC                         Settlement        $562,784
Attn: Michael McKnight
9197 S. Peoria St.
Englewood, Co 80112

StudentScout, LLC                     Settlement        $500,000

McKinley Avenue LLC                   Settlement        $384,327
Hale & Wagner
Attn: Christopher Hale
839 North Jefferson Street, Suite 400
Milwaukee, WI 53202

Cooley LLP                            Trade Debt        $367,184
Attn: Michael Goldstein
1299 Pennsylvania Avenue, Suite 700
Washington, DC 20004

Equity One, Inc.                       Property         $363,078
Attn: Property Management               Leases
Department
1640 Powers Ferry Road, SE,
Building 11
Suite 250
Marietta, GA 30067

Aerotek                                 Settlement      $350,000
Shook Hardy & Bacon LLP
Attn: Courtney A. Hasselberg
Jamboree Center, 5 Park Plaza,
Suite 1600
Irvine, CA 92614

Payne & Fears LLP                       Trade Debt      $344,529
Attn: Jeff Brown
4 Park Plaza Suite 1100
Irvine, CA 92614

Toronto College Park, Ltd.               Property       $336,358
Attn: c/o GWL Realty Advisors             Leases
33 Younge Street, Suite 830
Toronto, ON M5E 1G4

Lampert 25500 Industrial                 Property       $334,649
Blvd., LLC                                Leases
Attn: Law Offices of Thomas E. Bishop
900 Veterans Blvd, Suite 410
Redwood City, CA 94063

Store Master Funding I, LLC              Property       $323,854
Attn: Michael J. Zieg                     Leases
8501 E. Princess Drive, Suite 190
Scottsdale, AZ 85255

Academixdirect, Inc.                     Trade Debt     $294,828
Attn: Philip Connolly
4400 Bohannon Drive, Suite 110
Menlo Park, CA 94025-1005

Marriott Hotel Services, Inc.            Settlement     $293,750   

(Gaylord National Convention
Center and Newport Beach
Marriott)
Attn: John C. Josefsberg
12740 Hillcrest Road Suite 240
Dallas, TX 75230

Walgreens of Hawaii, LLC                 Property       $290,031
Attn: Paul S. Lim                         Leases
104 Wilmot Road, MS1420
Deerfield, IL 60015

Successfactors, Inc.                     Trade Debt     $277,500
Attn: Rory Clendon                         
1500 Fashion Island Blvd, Ste 300
San Mateo, CA 94404

Palm Springs Mile Associates, Ltd.        Property      $262,892
Attn: Diana Marrone                        Leases
419 W. 48th Street, Suite 300
Hialeah, FL 33012

Squar, Milner, Peterson, Miranda        Trade Debt      $235,781
& Williamson, LLP
Attn: Ernest Miranda
4100 Newport Place, Suite 600
Newpoart Beach, CA 92660

Graebel Relocation SVC Worldwide, Inc.  Trade Debt      $219,378


Rackspace Hosting                       Trade Debt      $193,318

Tallan, Inc.                            Trade Debt      $192,782

Deccan Plateau Corporation              Trade Debt      $191,987

Watt Long Beach, LLC                     Property       $187,634
                                          Leases

Dimeo, Paul                              Long Term      $184,903
                                         Incentive
                                            and
                                          Deferred
                                        Compensation
                                            Plan

Zagorski, Michelle Lee Reed              Long Term      $171,196
                                         Incentive
                                            and
                                          Deferred
                                         Compensation
                                             Plan

Tri Dimensional Solutions, Inc.          Settlement     $170,340

Dyntek Services                          Trade Debt     $170,007

P.R.G. Investment Fund, L.P.             Property       $157,905
                                          Leases

Jones Lang Lassale Inc.                  Trade Debt     $151,324

U.S. Department of Education             Trade Debt      Unknown


CORINTHIAN COLLEGES: Files for Chapter 11 Bankruptcy in Delaware
----------------------------------------------------------------
Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed separate voluntary Chapter 11 petitions
in U.S. Bankruptcy Court for the District of Delaware on May 4,
2015.

The bankruptcy filings follow the cessation of all of the Company's
operations and closure of its remaining 28 ground campuses
effective April 27.

Campuses closed include Corinthian's 13 remaining Everest and
WyoTech campuses in California, Everest College Phoenix and Everest
Online Tempe in Arizona, the Everest Institute in New York, and
150-year-old Heald College -- including its 10 locations in
California, one in Hawaii and one in Oregon.

Since signing an operating agreement with the U.S. Department of
Education in July 2014, the Company has been focused on completing
the orderly sale or wind-down of all of its schools. In November
2014, the Company announced that it had entered into an agreement
to sell 56 Everest and WyoTech campuses to Zenith Education Group,
Inc., a subsidiary of ECMC Group. As part of that sale, Zenith also
agreed to conclude the teach-out process at 12 additional schools
that were being closed. That transaction was completed in February
of this year for all but three locations, the Everest College
Phoenix campuses in Phoenix and Mesa, AZ, and Everest Institute in
Rochester, NY. As a result of the sale, nearly forty thousand
students were able to continue their studies and thousands of
employees kept their jobs. Zenith has recently advised Corinthian
that it will not consummate the purchase of Everest College
Phoenix, and the closing conditions have not been satisfied for
Everest Institute Rochester.

The Company also had been in advanced negotiations with several
parties to both sell the 150-year-old Heald College and to arrange
for teach-out partners to allow its Everest College and WyoTech
students in California to continue their education. The Company
said these efforts were unsuccessful largely as a result of federal
and state regulators seeking to impose financial penalties and
conditions on buyers and teach-out partners.

"We believe that we have attempted to do everything within our
power to provide a quality education and an opportunity for a
better future for our students," said Jack Massimino, Chief
Executive Officer of Corinthian, in a statement dated April 26
regarding the closures. "Unfortunately the current regulatory
environment would not allow us to complete a transaction with
several interested parties that would have allowed for a seamless
transition for our students. I would like to thank our employees
for their selfless dedication and commitment to fulfilling the
educational and career goals of all of our students."

The Company said that its historic graduation rate and job
placement rates compared favorably with community colleges.
Corinthian also said that approximately 40% of its students
previously attended a traditional higher education institution
where their needs had not been met before attending a Corinthian
school.

Delaware Bankruptcy Judge Kevin J. Carey presides over the Chapter
11 cases.  Lawyers at Richards, Layton & Finger, P.A., serve as
local Chapter 11 counsel.  FTI Consulting, Inc., serves as
restructuring advisors; and Rust Consulting/Omni Bankruptcy serves
as claims and noticing agent.

The petition was signed by William J. Nolan, chief restructuring
officer.

Stephanie Gleason, writing for The Wall Street Journal, reported
that Corinthian's bankruptcy filing came as a group of
former-Corinthian students lobbying for blanket forgiveness of
their debts said they canceled a meeting with the U.S. Department
of Education for fear that the department would use the meeting to
announce extremely strict loan-forgiveness procedures.

Corinthian Colleges, Inc., offered post-secondary courses in the
areas of health care, business, criminal justice, transportation
technology and maintenance, information technology, and
construction trades.  The Santa Ana, California-based Company
catered to 81,300 students.


CORNERSTONE HOMES: Trustee Sells Cattaraugus Property
-----------------------------------------------------
Michael H. Arnold, Chapter 11 trustee for Cornerstone Homes, Inc.,
won approval from the bankruptcy court to sell assets of the estate
located at 9439 Route 240, Ashford, Cattaraugus County, New York
City.  The trustee agreed to sell the property to Alan and Julia
Przywara of Springville, New York, for $24,000.  The net proceeds
from the sale will be paid to Community Preservation Corp., which
holds a mortgage lien on the property.  The bankruptcy trustee's
realtor Lisa Uschold of Nothnagle Realtors Property Center will
receive a commission in the amount of $3,000 from the proceeds
while his legal counsel Place & Arnold will receive $500 for its
services.

                     About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18.6 million and liabilities of
$36.2 million.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan Johnson,
Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in
Rochester, N.Y., serve as the Debtor's counsel.  The Debtor has
tapped GAR Associates to appraise a selection of its properties to
support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure Statement
on Jan. 3, 2014.  The Amended Plan supersedes the Plan Cornerstone
prepared prior to filing for bankruptcy.  The Debtor intends to
liquidate properties over a period of time, so as to achieve
maximum recovery for the creditors while avoiding a deleterious
affect on the housing market.  The Plan provides for a distribution
of $1 million as an Unsecured Distribution Amount.  

Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to appoint
a Chapter 11 trustee to replace management.  The Court approved the
appointment of Michael H. Arnold, Esq., as Chapter 11 trustee.  He
is represented by his law firm, Place and Arnold as his counsel.



DENDREON CORP: Court Denies Bid for Equity Panel Appointment
------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware denied a motion filed by a
group of Dendreon Corp. shareholders seeking the appointment of an
official committee of equity security holders, Bill Rochelle, a
bankruptcy columnist for Bloomberg News, reported.

According to Mr. Rochelle, if the shareholders intend to fight
court approval of Dendreon's reorganization plan that gives them
nothing, they will pay the cost out of their own pockets.

The Official Committee of Unsecured Creditors objected to the
shareholders' motion, asserting: "Specifically, the Movants have
failed to demonstrate and cannot establish a substantial likelihood
of any distribution--let alone a meaningful distribution--to equity
security holders. The Debtors already have consummated a sale of
substantially all of their assets through a court-approved sale
process that canvassed the market for interested bidders and
resulted in a purchase price for all of the Debtors' assets that is
insufficient to pay creditors in full. This fact alone is fatal to
the Motion....The Movants offer no credible evidence that their
interests in maximizing estate value have not been adequately
represented by either the Debtors or the Committee and instead seek
to stain the already uncontroverted record of these cases with
baseless assertions of unrealized value and unwarranted accusations
of fraud and misconduct. Appointment of an equity committee at this
stage serves no legitimate purpose and would only inappropriately
increase the estates' administrative costs at the direct expense of
unsecured creditors....The Movants have not come close to
satisfying their burden to demonstrate that shareholders are likely
to receive a 'meaningful distribution' here. They baldly assert
that the Debtors' business was worth more than $500 million, while
the market determined a far lesser value," BankruptcyData
reported.

                        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.


DMP PARTNERS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DMP Partners, LLC
        PO Box 722075
        Norman, OK 73070

Case No.: 15-11653

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Janice D. Loyd

Debtor's Counsel: Gary D. Hammond, Esq.
                  512 NW 12th Street
                  Oklahoma City, OK 73103
                  Tel: (405) 216-0007
                  Fax: 405-217-0707
                  Email: gary@okatty.com

Total Assets: $523,297

Total Liabilities: $1.8 million

The petition was signed by Hal Ezzell, member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/okwb15-11653.pdf


EARL GAUDIO: Order on Mediator Due May 12
-----------------------------------------
Earl Gaudio & Son, Inc., by and through First Midwest Bank as
custodian, filed an application to employ David H. Kleiman, Esq.,
as mediator.

According to the docket, the Court has requested a proposed order
by May 12, 2015.

The Debtor, in an amended application, is requesting that, given
that the mediation is set for April 24, the appointment be made
effective nunc pro tunc to the date of the application.

On March 19, 2014, the Debtor commenced an adversary proceeding
seeking recovery based on fraudulent transfer and conversion claims
against Dennis Gaudio, Eric Gaudio, 1803, LLC and Gaudio
Diversified Ventures, LLC.  Pursuant to a request of the
defendants, reference of the Adversary Proceeding to the Bankruptcy
Court was withdrawn, and the matter is now pending in the District
Court for the Central District of Illinois.

The Debtor and the defendants have agreed that it is in their
respective best interests and in the interests of the estate to
attempt to resolve the Adversary Proceeding through mediation,  and
have mutually agreed on a proposed mediator.   

To the best of the Debtor's knowledge, Mr. Kleiman does not hold or
represent any interest adverse to the Debtor's estate or its
creditors.

                  About Earl Gaudio & Son, Inc.

Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor disclosed $11,849,187 in assets and $8,489,291 in
liabilities as of the Chapter 11 filing.  John David Burke, Esq.,
and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the
Debtor's counsel.

The U.S. Trustee appointed five creditors to serve in the Official
Committee of Unsecured Creditors.  The Committee retained Evans,
Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin,
P.C., as its counsel.



ECO-SHIFT POWER: Incurs $2.54-Million Net Loss in 2014
------------------------------------------------------
Eco-Shift Power Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2014.

Schwartz Levitsky & Feldman LLP expressed substantial doubt about
the Company's ability to continue as a going concern citing that
the Company has suffered recurring losses, has a working capital
deficiency and an accumulated deficit.

The Company reported a net loss of $2.54 million on $1.27 million
in revenues for the year ended Dec. 31, 2014, compared to a net
loss of $2.99 million on $1.37 million of revenues in the same
period last year.

The Company's balance sheet at Dec. 31, 2014, showed $6.74 million
in total assets, $7.52 million in total liabilities, and a
stockholders' deficit of $784,000.

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

                        http://is.gd/poZJ7r

Eco-Shift Power Corp., an energy management consulting firm,
develops commercial/industrial lighting products, wireless energy
management technologies, and solutions implementation in North
America and the Caribbean. It procures, assembles, sells, and
distributes lighting products along with other integrated energy
management products, such as online monitoring and verification
reporting tools, direct load controls, activity monetization
instruments, and demand response. The company's products comprise
commercial and industrial high bay lighting products, including
electronic ballasts for retail, industrial, and warehousing
applications; and high power outdoor and recreational lighting
products primarily for use in recreational facilities, parking
lots, security lighting, and larger industrial facilities. It also
provides QL induction lighting products for street lighting,
vaulted building atriums, and hazardous locations. The company is
headquartered in Cambridge, Canada.


EIG GLOBAL PROJECT II: Fitch Affirms 'Csf' Rating on Class D Notes
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on EIG's Global
Project Fund II (GPFII):

   -- Class A-2-A floating-rate notes affirmed at 'BBBsf'; Outlook

      revised from Negative to Stable;

   -- Class A-2-B fixed-rate notes affirmed at 'BBBsf'; Outlook
      revised from Negative to Stable;

   -- Class B-1 floating-rate notes downgraded to 'CCCsf' from
      'Bsf, Outlook Negative';

   -- Class B-2 fixed-rate notes downgraded to 'CCCsf' from 'Bsf',

      Outlook Negative;

   -- Class C floating-rate notes affirmed at 'CCsf;

   -- Class D floating-rate notes affirmed at 'Csf'.

Following the full principal repayment of the class A1 notes in
July 2014, the class A2 notes became the senior most class in the
capital structure and have since received approximately $67
million, or 96% of its previous outstanding balance.  Subsequently,
the credit enhancement level on the class A2 notes has increased
and is sufficient to support the 'BBBsf' rating independently of
the sale of the assets maturing after 2016.

Fitch's rating actions on the class B, and existing ratings on
classes C and D reflect the following: (i) decrease in enhancement
levels as a result of the sale/ prepayment of eight assets and the
default of an additional asset; (ii) as the transaction is
approaching its maturity date, these classes are exposed to a
certain level of market risk as 71% of the performing assets must
be sold prior to their maturity; and (iii) increasing obligor
concentrations as the portfolio is now comprised by 3 performing
and 2 defaulted assets.

TRANSACTION SUMMARY

GPF II is a securitization of project finance loans, mostly senior
secured obligations from geographically diverse originators in the
energy sector.  The assets are mainly located in Mexico and the
U.S. GPFII commenced operations on June 24, 2004 with a total
capitalization of $700 million, consisting of $605 million of debt
and $95 million of Preference Shares.

As of April 2015, the portfolio consisted of three performing and
two defaulted assets with an outstanding pool balance of $121.76
million, and only $59 million performing.  Approximately 71% of the
outstanding balance related to performing loans matures after the
maturity of the notes (June 2016).

Key Rating Drivers

Higher Obligor Concentration: The underlying portfolio continues to
have an increasing obligor concentration as a result of assets
amortizing / defaulting and the notes approaching legal maturity.
During the past 12 months, five assets were sold, three were
prepaid or repaid and Cornhusker defaulted on its principal payment
at maturity.  The portfolio is comprised by only three performing
and two defaulted assets.  The exposure to a small number of assets
carries the risk that portfolio performance may be adversely
impacted by a few assets that may underperform expectations based
on ratings and debt characteristics.

Increased Market Risk Exposure: As the transaction is approaching
legal maturity the exposure to assets maturing after 2016 has
increased.  Approximately 71% of the performing loans, at par
value, mature after June 2016.  As a result, classes B, C and D are
more dependent on the actual liquidation value and the ability of
the portfolio manager to sell the long-dated assets prior to the
maturity of the notes.

Distressed Class B, C and D Notes: Payment on class B, C and D
notes is sensitive to recovery expectations and the execution price
on the sale of the long-dated assets.

RATING SENSITIVITIES

The ratings of the notes may be sensitive to the following: (i)
decreases in credit enhancement; (ii) increases in asset defaults;
(iii) portfolio migration, including assets being downgraded to
'CCC'; (iv) portions of the portfolio being placed on Rating Watch
Negative; (v) performance test breaches and (vi) increased reliance
on assets maturing after 2016.  Fitch conducted rating sensitivity
analysis on the structure and results are consistent with the
rating actions.

CRITERIA APPLICATION

This transaction was analyzed under the framework described in
Fitch's 'Global Structured Finance Rating Criteria', 'Criteria for
Rating Structured Finance Transactions in Emerging Markets' and
'Global Rating Criteria for Corporate CDOs'.  However, given the
high obligor concentration as the portfolio is comprised by only 3
performing assets, Portfolio Credit Model (PCM) was not used to
project future default levels.  Instead, a more deterministic
approach was used to analyze potential cashflows that support the
payment on the notes and sensitivities related to market risk and
recovery expectations were incorporated in the analysis of this
transaction.



EMG UTICA: S&P Affirms 'B' CCR, Outlook Remains Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on holding company EMG Utica LLC and
revised its financial risk profile to "aggressive" from "highly
leveraged".  The outlook remains stable.

"We base our revision of EMG Utica's financial risk profile on our
expectation of significant improvements in gathering, processing,
and fractionation volumes," said Standard & Poor's credit analyst
Mike Llanos.

The year-over-year growth in volumes stems from the continued
infrastructure build-out of the MarkWest Utica EMG LLC system. With
fractionation plant expansions coming on line toward the end of
last year and processing plant expansions expected to become
operational during the first half of this year, S&P expects debt to
EBITDA to improve to about 4x by the end of 2015.  S&P expects
leverage to also benefit from the mandatory annual amortization
payments of 1%, which are scheduled to begin in 2015's third
quarter.  Credit measures can also turn out stronger than S&P's
assessments due to the excess cash flow sweep mechanism in place.

EMG Utica is a holding company that owns The Energy & Minerals
Group's 40% interest in MarkWest Utica EMG, a joint venture with
MarkWest Energy Partners L.P.

The ratings outlook on EMG Utica is stable, and reflects S&P's
belief that the company will have sufficient liquidity to meet its
financial obligations over the next 12 months.  S&P believes
construction will continue on time and within budget, and that
leverage will continue to improve as the joint venture receives
stable distributions.



ENERGY FUTURE: Judge Refuses to Set Plan Confirmation Date
----------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Christopher Sontchi in Delaware declined to
set a date for confirmation of the Chapter 11 plan for Energy
Future Holdings Corp., citing "an opportunity" to ease Energy
Future's restructuring effort through "active exploration of
alternatives."

According to Law360, Judge Sontchi, while denying Energy Future's
request to establish a timetable for its Chapter 11 plan, gave the
company the green light to begin mediation with dissident
creditors.  The meditation will be with creditors and subsidiary
Texas Competitive Electric Holdings Co. LLC over terms of a plan,

The Debtors proposed that the Court set July 20 as the start of the
Disclosure Statement Hearing and Nov. 18 as the start of the Plan
Confirmation Hearing.

The Law360 report said unsecured creditors of Energy Future
complained that a scheduling order is premature because, unlike in
most bankruptcies, the debtor companies are now sharply divided
into two camps.  Energy Future derided creditor objections to the
proposed timeline for leaving bankruptcy, accusing unsecured
bondholders owed $2.7 billion of dragging their feet to "run out
the clock" until the Texas power giant loses exclusive power to set
restructuring terms.

The Journal noted that a sale of Oncor, which is shielded from its
parent's financial trouble and rakes in cash from a transmissions
business watched closely by regulators, would be the largest
distressed mergers and acquisition transaction on record.  Billions
of dollars in new money are flowing toward a deal to take over
Energy Future's stake in Oncor, which could be worth $17 billion or
more, the Journal further noted.

                        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.


ENERGY FUTURE: Kinsella Media Okayed as Committee's Noticing Expert
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Energy Future Holdings Corporation, et al., won bankruptcy
court approval to retain Kinsella Media, LLC, as its asbestos
claims noticing expert, nunc pro tunc to March 27, 2015.

On April 13, Mark A. Fink, Esq., at Montgomery McCracken Walker &
Rhoads, LLP, Delaware bankruptcy counsel and conflicts counsel to
the EFH Committee, certified that aside from the comments of the
U.S. Trustee, the EFH Committee received no other comments or
objections in connection with the application.  The Debtors also
confirmed that they will not be objecting to entry of the proposed
order, as revised, to reflect the comments of the U.S. Trustee.

As reported in the Troubled Company Reporter on April 14, 2015, the
Committee has tapped the firm to:

   a) evaluate the Proposed Notice Procedures and assist the EFH  
      Committee and its counsel in considering the Proposed Notice
      Procedures, including, as necessary, analysis of the
      Debtors' businesses, their operations, the products used in
      their facilities, and other pertinent data to determine the
      manner and scope of notice;

   b) provide recommendations to the EFH Committee and its counsel
      with regard to the Proposed Notice Procedures;

   c) provide an expert opinion and related testimony with respect
      to the Proposed Notice Procedures;

   d) consult with the EFH Committee and its counsel with respect
      to any appeal related to the Proposed Notice Procedures; and

   e) provide such other advisory services as may be requested by
      the EFH Committee or its counsel from time to time relating
      to the Proposed Notice Procedures.

The firm will receive a consultation fee of $30,000 for all the
services rendered.  The Committee proposes that the consultation
fee be paid to the firm as follows:

   i) $100,000 of the Consultation Fee at the end of the first
      month following the Court's approval of the Application,
      without further order of the Court;

  ii) $150,000 of the Consultation Fee upon the Court's entry an
      order approving the Proposed Notice Procedures; and

iii) $50,000 upon the earlier of (x) final resolution of the
      Debtors' bar date motion, including any appeals or further
      proceedings or (y) written notice to the firm from the
      Committee that the Committee has determined the engagement
      to be complete.

The Committee 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.


ENERGY FUTURE: Wants Plan Confirmation Hearing by Year-End
----------------------------------------------------------
Tom Hals at Reuters reports that Energy Future Holdings Corp. wants
a confirmation hearing in December 2015, before exclusive control
of its bankruptcy case expires.  According to Reuters, the Company
will seek approval for a reorganization schedule, which some
creditors are opposing.

                        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.


ENTERPRISE CHARTER: Fitch Affirms B Rating on $7.1MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on approximately $7.1
million of series 2011A revenue bonds issued by the Erie County
Industrial Development Agency on behalf of Enterprise Charter
School (ECS, or the school).

The Rating Outlook remains Positive.

SECURITY

The bonds are secured by a pledge of the gross revenues of ECS, a
first mortgage lien on the school's facilities, assignments of
rents and leases receivable, and a cash-funded debt service reserve
fund sized to maximum annual debt service (MADS).

KEY RATING DRIVERS

ABBREVIATED CHARTER TERM: The 'B' rating reflects ECS' limited
two-year charter renewal that was effective July 2014, which
followed a one-year renewal in July 2013.  These very limited
renewal periods, driven by historically poor academic performance,
compare to the maximum renewal period of five years in New York
State, and currently constrain the rating.

ACADEMIC IMPROVEMENT SUSTAINED: The Positive Outlook reflects
improved academic performance at ECS over the past year, with
students demonstrating measurable progress in math and English
language arts (ELA) testing.  New York State charter renewal
standards are weighted heavily toward academic performance, so
sustained academic improvement should serve to benefit the school
as it nears its next charter renewal in June 2016.

HEALTHY FINANCIAL PROFILE: ECS' consistently full and stable
enrollment has driven its track record of operating surpluses
(albeit based on a small revenue base), relatively sound liquidity
levels, and solid debt service coverage from current operations.
Further benefiting the school's financial performance is improved
state per pupil funding which increased slightly in fiscal 2015,
with another modest increase anticipated for fiscal 2016.

HIGH, BUT MANAGEABLE DEBT BURDEN: MADS comprised a high 10.5% of
fiscal 2014 operating revenues but was covered a solid 1.9x by net
income available for debt service.  ECS' ratio of debt outstanding
to net income available for debt service was 6.2x in fiscal 2014,
which compares favorably to many other charter schools rated by
Fitch.  Moreover, the school has no identified capital needs or
additional debt plans.

RATING SENSITIVITIES

SUCCESSFUL CHARTER RENEWAL: Sustained improvement in student
academic performance over the next year, that results in a renewal
of ECS' charter for a period of more than two years, could yield
upward rating movement.  Conversely, a reversal in academic
performance or political factors could hinder renewal of its
charter in June 2016 and result in downward rating pressure.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per-pupil funding; high debt burden
and charter renewal risk are credit concerns typically common among
all charter schools that, if pressured, could negatively impact the
rating.

CREDIT PROFILE

Enterprise Charter School opened in 2003 in the city of Buffalo,
NY.  It currently serves 398 students in grades K-8, and typically
has a sizeable waiting list.  ECS is authorized by Buffalo Public
Schools (BPS) and has had its charter renewed four times to date,
albeit with varying durations.  Its current charter expires on
June 30, 2016.

LIMITED CHARTER CONSTRAINS RATING, BUT ACADEMICS IMPROVING

ECS last received a short-term two-year charter renewal beginning
in July 2014, after a very short one-year renewal in July 2013.
Fitch considers two years a very limited period for a charter
renewal and believes it presents significant credit risk,
constraining the rating.  However, the Positive Outlook reflects
the fact that, while still for only a two-year term, ECS did
receive its fourth charter renewal in 2014.  In addition, the
school's recently improved academic performance suggests the
potential for a longer renewal at its next renewal date in June
2016.  ECS will likely begin the renewal process in the fall of
2015.

Fitch notes positively that student academic performance has
improved and ECS has demonstrated good growth in math and ELA per
New York State Assessment testing.  For the 2013-2014 school year,
ECS showed the most growth in ELA (9% growth) among all Buffalo
area schools.  The school demonstrated growth in math as well, but
not as strong (3%), which was about middle of the pack. Improvement
is attributed to various measures taken by ECS over the past two
years including a management restructuring aimed at providing more
student and faculty support.  BPS noted that it has been impressed
with the school's recent academic progress, but that such progress
needs to be sustained since academic performance is the primary
driver of charter renewal.

ENROLLMENT STABILITY SUPPORTS OPERATIONS

ECS is a small school but enrollment has remained very stable.
Enrollment for the current 2014-2015 school year is near full
capacity, with 398 students enrolled in kindergarten through eighth
grade as of March 31, 2015.  This was down slightly from 405
students at the same time last year.  The school generally operates
at or close to its full capacity of 405 students.  ECS also
maintains a robust waiting list, with 234 children (59% of existing
enrollment) presently wait-listed for the current 2014-2015 school
year.  At present, 221 students are wait-listed for the upcoming
2015-2016 school year.

ECS recently requested an increase of 72 students to its maximum
authorization.  If approved, it intends to add one 24-student class
to kindergarten, first grade, and second grade starting in the
2015-2016 school year.  Based on ECS' current waitlist, demand
appears sufficient to manage this enrollment target.  School
management advised that its current facility can accommodate the
additional students with no capital expenditure required.  The
costs related to hiring additional staff is expected to be covered
by the associated per pupil revenue.  The state Board of Education
is expected to vote on the school's request in late May.

HEALTHY FINANCIAL PROFILE

Typical of charter schools, state per pupil funding makes up the
majority of ECS' revenue base.  Per pupil funding made up about 82%
of fiscal 2014 revenue, in line with prior years.  State funding
has improved slightly in recent years.  Per pupil funding increased
about 2.1% to $12,255 per student in fiscal 2015 from $12,005 in
fiscal 2014.  Management anticipates funding to increase another
$150 per student for fiscal 2016.  Fitch rates New York State GOs
'AA+'/Stable Outlook.

ECS has generated positive operating margins for the past several
years, albeit based on a small revenue base ($5.9 million in fiscal
2014), so surpluses are modest in dollar terms ($250,000). The
operating margin was a solid 4.3% in fiscal 2014, though was below
the 9.5% average of the prior five fiscal years (2009-2013).
According to school management, fiscal 2015 results should be
similar to the fiscal 2014 level due partly to enrollment stability
and a state per pupil funding increase.

ECS' balance sheet resources are limited, which is typical of the
sector.  However, the school's liquidity metrics compare favorably
to most other Fitch-rated schools and provide an adequate financial
cushion, especially at the current rating level.  As of June 30,
2014, available funds (unrestricted cash) totaled $3.9 million, up
from $3.7 million the prior year.  Available funds covered fiscal
2014 expenses ($5.6 million) and outstanding debt ($7.1 million) by
an adequate 70.2% and 55.4%, respectively.  Fitch expects ECS'
financial cushion to remain stable due to its track record of
operating surpluses; stable enrollment; and lack of additional debt
or capital needs, but notes the importance of maintaining liquidity
at current levels due to its small revenue base and high reliance
on enrollment-driven per pupil funding.

The fixed-rate series 2011A bonds ($7.1 million outstanding)
amortize over 30 years with level debt service through final
maturity in 2040.  The bonds are the school's only outstanding
debt.  MADS of approximately $616,000 represented a high 10.5% of
fiscal 2014 revenues ($5.9 million), which was in line with prior
years and better than many other charter schools rated by Fitch.
The high burden is partially offset by ECS' ability to cover MADS
from current operations.  MADS coverage has been solid, ranging
from 1.9x-2.7x over the past four fiscal years; 1.9x in fiscal
2014.  Pro forma debt to net available income was a moderate 6.2x,
which is also better than many other Fitch-rated charter schools.



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

      Debtor                                     Case No.
      ------                                     --------
      ERG Intermediate Holdings, LLC             15-31858
      333 Clay Street, Suite 4400
      Houston, TX 77002

      ERG Resources, LLC                         15-31859

      ERG Interests, LLC                         15-31860

      ERG Operating Company, LLC                 15-31861

      West Cat Canyon, LLC                       15-31862

Type of Business: Oil & Gas Producer

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale

Debtors' Counsel: Thomas A. Howley, Esq.
                  JONES DAY
                  717 Texas Street, Suite 3300
                  Houston, TX 77002
                  Tel: (832) 239-3790
                  Fax: (832) 239-3600
                  Email: tahowley@jonesday.com

                   - and -

                  Brad B. Erens, Esq.
                  Joseph A. Florczak, Esq.
                  JONES DAY
                  77 West Wacker
                  Chicago, IL 60601
                  Tel: (312) 782-3939
                  Fax: (312) 782-8585
                  Emai: bberens@jonesday.com
                    jflorczak@jonesday.com

Debtors'          DLA PIPER
Co-Counsel:

Debtors'          Rebecca Roof
Chief             Robert Albergotti
Restructuring     AP SERVICES, LLC
Officer:          40 West 57th Street, Suite 2900
                  New York, NY 10019

Debtors'          EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims, Noticing
and Balloting
Agent:

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Kelly R. Plato, chief financial
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Chevron U.S.A., Inc.               Royalty Agreement   $3,820,204
9525 Camino Media
Bakersfield, CA 93311
Attention: Rebecca Trujillo
General Counsel's Office
Attn: Bankrupcty Matters
6001 Bollinger Cyn Rd, BLDG T
San Ramon, CA 94583
Attn: David Singer,
Assistant Secretary
1400 Smith Street
Houston, TX 77002

Pacific Petroleum California, Inc.      Trade Debt     $2,171,453
PO Box 2646
Orcutt, CA 93457

M M I Services, Inc.                    Trade Debt     $1,660,441  

4042 Patton Way
Bakersfield, CA 93308

Construction Specialty Service, Inc.    Trade Debt       $830,405
4550 Buck Owens Blvd
Bakersfied, CA 93308

Pat Phelan Construction                 Trade Debt       $570,440

235 Phelan Ranch Way
Arroyo Grande, CA 93420

West Coast Welding & Constr. Inc.       Trade Debt       $498,388
PO Box 1915
Ventura, CA 93002

DLA Piper LLP (US)                      Trade Debt       $405,412
1000 Louisiana Street, Suite 2800
Houston, TX 77002-5005

Hollister & Brace, PC                   Trade Debt       $349,353  
  
Attorneys at Law
PO Box 630
Santa Barbara, CA 93101

SCS Engineers                           Trade Debt       $344,609
3900 Kilroy Airport Way, Suite 100
Long Beach, CA 90806

Central Coast Piping Products           Trade Debt       $337,859
801 Maulhardt Ave
Oxnard, CA 93030

Speed's Oil Tool Service Inc            Trade Debt       $284,778
P O Box 276
Santa Maria, CA 93456-0276

P C Mechanical Inc                      Trade Debt       $279,587
2803 Industrial Parkway
Santa Maria, CA 93455

Quinn Pumps CA, Inc                     Trade Debt       $226,339

Dowden Electrical Service               Trade Debt       $224,258

Macquarie Group                         Trade Debt       $221,690

Driltek Inc                             Trade Debt       $208,589

Pacific Gas & Electric                  Trade Debt       $171,683

Electrical Solutions Corp               Trade Debt       $125,240

Simpson Thacher & Bartlett LLP          Trade Debt       $119,150

Engel & Gray Inc                        Trade Debt       $104,201


ESCO MARINE: May 11 Hearing on Further Access to Cash Collateral
----------------------------------------------------------------
Esco Marine, Inc., will ask the bankruptcy court at a hearing on
May 11, 2015, at 9:00 a.m. for approval to further use cash
collateral.

The Debtor on April 6 obtained a second interim order authorizing
its use of first lien holder Callidus Capital Corporation's cash
collateral.  Callidus asserts that the amount of the accrued debt
with interest and fees exceed $28 million.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens, and
superpriority administrative expense status.

                        About ESCO Marine

ESCO Marine, Inc., and four affiliates sought Chapter 11 bankruptcy
protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7,
2015.

ESCO Marine disclosed $28.8 million in assets and $35.5 million in
debt as of Jan. 31, 2015.

The cases are assigned to Judge Richard S. Schmidt.  The Debtors
filed an emergency motion seeking joint administration of their
Chapter 11 cases, requesting to designate as the "main case" the
proceedings of ESCO Marine, Inc., Case No. 15-20107.

ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC,
and Texas Best Equipment LLC are affiliates of ESCO Marine.  ESCO
Marine is the operating parent company.

The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley
Banack Inc., in San Antonio, as counsel.



EVERYWARE GLOBAL: Has Final Approval of $100-Mil. DIP Loan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
final order approving EveryWare Global's financing motion, various
news sources reported.

The DIP Financing consists of (i) a $40 million new money term loan
provided by certain lenders party to the Prepetition Term Loan
Agreement and (ii) continued access to up to $60 million of
revolving loans and letters of credit provided by lenders party to
the Prepetition ABL Credit Agreement.

Sherri Toub, a bankruptcy columnist at Bloomberg News, reported
that EveryWare initiated the prepackaged reorganization to carry
out a plan that gives holders of a $248.6 million term loan 96
percent of the new stock in exchange for debt.  The stock is
estimated to amount to a 44 percent recovery, the Bloomberg report
said.

                    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.


EXCO RESOURCES: S&P Lowers CCR to B- & Secured Debt Rating to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based exploration and production company EXCO
Resources Inc. to 'B-' from 'B'.  The outlook is stable.

At the same time, S&P is lowering its issue-level rating on the
company's senior secured bank debt to 'B+' from 'BB-' and its
issue-level rating on its senior unsecured notes to 'CCC' from
'CCC+'.

"The downgrade reflects our reduced oil and natural gas price
assumptions and our estimates for the company's higher leverage in
2015 and 2016 as a result," said Standard & Poor's credit analyst
Christine Besset.  "The stable outlook reflects our expectation
that EXCO will maintain 'adequate' liquidity for the next 12 to 18
months," she added.

S&P now estimates EXCO's funds from operations (FFO) to debt ratio
will fall and remain below 12% over the next two years.  S&P's
estimates incorporate its new commodity price deck, the company's
capital budget of $275 million and projected production of about
345 million cubic feet equivalent per day (mmcfe/day) in 2015.

S&P views EXCO's business risk profile as "vulnerable," as defined
in S&P's criteria.  S&P based its assessment primarily on the
company's participation in the cyclical and capital-intensive
exploration industry and its exposure to currently weak natural gas
and oil prices, as well as its geographically concentrated reserve
base.  S&P considers EXCO's financial risk profile to be "highly
leveraged."  S&P assess EXCO's overall liquidity as "adequate".

S&P could lower the ratings if the company's liquidity situation
deteriorated materially or S&P believed that the capital structure
was unsustainable.

S&P could consider a positive rating action if EXCO were able to
bring and maintain FFO to debt above 12% for a sustained period,
which would most likely occur if commodity prices sensibly
recovered or the company took major steps to reduce its debt
burden.



EZJR INC: DeJoya Griffith Expresses Going Concern Doubt
-------------------------------------------------------
EZJR, 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.

DeJoya Griffith LLC expressed substantial doubt about the Company's
ability to continue as a going concern citing that the Company has
incurred losses from operations.

The Company reported a net loss of $1.21 million on $3.97 million
in revenues for the year ended
Dec. 31, 2014, compared to a net loss of $15.6 million on $2.52
million of revenues in the same period last year.

The Company's balance sheet at Dec. 31, 2014, showed $1.92 million
in total assets, $1.84 million in total liabilities, and
stockholders' equity of $82,800.

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

                        http://is.gd/yKMvtU

Las Vegas, Nev.-based EZJR's primary business is to improve the
sales performance of brands, products and services by way of its
proprietary eCommerce platform.  Its unique methodology minimizes
the cost of generating leads and then maximizes the conversion of
those leads into customers.  After the initial sale, EZJR utilizes
a process for monetizing customers to the greatest extent possible
through up-sales, down-sales and cross-sales.


F&H ACQUISITION: Plan Filing Date Extended to July 13
-----------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended F&H Acquisition Corp., et al.'s exclusive filing
period through and including July 13, 2015, and their exclusive
solicitation period through and including September 8, 2015.

The Debtors, in support of their extension request, said they are
still in the process of determining whether there are additional
claims that need to be reconciled.

                About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their
assets.

As of the bankruptcy filing, the Debtors had 101 restaurants
located in 27 states and 6,000 employees.  F & H disclosed $122
million in assets and $123 million in liabilities as of the Chapter
11 filing.

The Debtors are represented by Robert S. Brady, Esq., Robert F.
Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway,
Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman,
Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at
Olshan Frome Wolosky, LLP of New York, NY.  Imperial Capital LLC as
financial advisor; and Epiq Bankruptcy Solutions as claims and
noticing agent.

The Official Committee of Unsecured Creditors is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Los Angeles, California.

By order dated Feb. 28, 2014, the Court approved the sale of
substantially all of the assets pursuant to an Asset Purchase
Agreement, dated as of Feb. 7, 2014, by and among the Debtors and
Cerberus Business Finance, LLC, as buyer.  The sale closed on March
12, 2014.


FEDERAL RESOURCES: Chapter 11 Plan Sets Sale of Camp Bird Mine
--------------------------------------------------------------
Camp Bird Colorado, Inc., and Federal Resources Corporation filed a
liquidating plan that contemplates an auction for the Camp Bird's
gold mine in Ouray, Colorado, to be conducted within 180 calendar
days after the effective date of the Plan.

No deal or stalking horse agreement with a buyer has been reached.
The Debtors did indicate that negotiations with potential buyer
Genesiss 2013, L.L.C., are ongoing.

All allowed secured creditors with valid liens against the Camp
Bird Mine will have the right to credit bid their allowed secured
claims at the auction for the Camp Bird Mine.

On the Effective Date, the Debtors will appoint a liquidating
trustee who will administer the remaining assets of the Debtors,
including all claims including all claims and causes of actions
against any parties.  The liquidating trustee will be entitled to
compensation at his/her normal hourly rate plus a fee of one half
of 0.5% of all funds distributed or paid to creditors, such percent
fee not to exceed a maximum amount of $150,000.

The net sale proceeds from the Camp Bird Mine will be utilized to
make distributions as provided under this Plan.  The creditors and
interest holders will receive distributions in accordance with the
priorities set forth in the Bankruptcy Code.  The Plan provides
that other than holders of unclassified claims, the holders of
claims and interests in Classes 1 to 6 are impaired and entitled to
vote on the Plan:

  * Class 1 – Secured Tax Claims estimated at $45,000
  * Class 2 – CHH Secured Claim estimated at $0
  * Class 3 – Aspen Secured Claim at $180,000 or $400,000
  * Class 4 – Caldera Secured Claim estimated at $0.
  * Class 5 – General Unsecured Claims estimated at $5,000,000.
  * Class 6 – Subordinated Claims estimated at $39,000,000.

The Debtors do not believe that Caldera will have any viable claims
against this estate and, in fact, is a debtor to the estate for an
amount of approximately $7,500,000.

                   $7,500,000 Claim vs. Caldera

In 2012, Camp Bird entered into various agreements with Caldera
Mineral Resources, LLC, and with Caldera Holdings, LLC.  These
agreements included a Deed of Trust in favor of Caldera Holdings, a
Joint Venture Agreement between Camp Bird and Caldera, and various
ancillary agreements including a Lease and Option Agreement.  In
essence, these agreements contemplated an initial expenditure by
Caldera for the purpose of exploring mining opportunities on the
Camp Bird Properties, followed by a more extensive investment
pursuant to an option contained within the Lease and Option
Agreement.  The initial expenditure was made, and the option was
exercised, but Caldera failed to close and remit the required
payment.  Notice of this default and an opportunity to cure was
provided to Caldera in conformity with the Lease and Option
Agreement, but Caldera failed to cure its default.  As a result of
this breach, Camp Bird has substantial claims against Caldera, and
against Caldera Holdings, which it intends to pursue and resolve
during this bankruptcy case.

              83% to 100% Recovery for Unsec. Creditors

The Debtors estimate an 83% to 100% recovery for holders of Allowed
General Unsecured Claims and a 0% to 43% recovery for holders of
Allowed Subordinated Claims, assuming a $5,000,000 to $15,000,000
purchase price for the Camp Bird Mine.  The Debtors estimate that
holders of Allowed Equity Interests will receive no distributions
under the Plan.

According to the Debtors, assuming Camp Bird Mine Net Sale Proceeds
of $15,000,000 or $5,000,000 and a recovery from Caldera of
$7,500,000, the Debtors estimate that each holder of an Allowed
General Unsecured Claims will receive on account of its Allowed
Claims approximately 100% of the total amount of its Allowed
Claims.  Assuming Camp Bird Mine Net Sale Proceeds of $15,000,000
and no recovery from Caldera, the Debtors estimate that each holder
of an Allowed General Unsecured Claims will receive on account of
its Allowed Claims approximately 100% of the total amount of its
Allowed Claims.  Assuming Camp Bird Mine Net Sale Proceeds of
$5,000,000 and no recovery from Caldera, the Debtors estimate that
each holder of an Allowed General Unsecured Claims will receive on
account of its Allowed Claims approximately 85% of the total amount
of its Allowed Claims.

                Prepetition Contract with Genesiss

The Debtors and Genesiss were parties to a sale contract
prepetition.  On Oct. 9, 2014, the parties entered into with
Genesiss an Asset Purchase Agreement for the sale of certain
assets, including the Camp Bird Mine and any water rights, which
subsequently was amended on Dec. 27, 2014, under which, among other
things, the closing date could be extended to March 31, 2015.  The
APA, as amended, set the purchase price of $15,000,000 to be paid
by Genesiss with a deposit of $8,000,000 upon closing and a
promissory note in the amount of $7,000,000.  The conditions
necessary to close the APA have not occurred, and the Debtors
continue to be in negotiations with Genesiss regarding a potential
sale of the assets.

A copy of the Disclosure Statement dated March 27, 2015 is
available for free at:

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

                         About the Debtors

Federal Resources Corporation, along with subsidiary Camp Bird
Colorado, Inc., sought Chapter 11 bankruptcy protection (Bankr. D.
Utah Case No. 14-33427 and 14-33428) in Salt Lake City on Dec. 29,
2014.  The Debtors are represented by David E. Leta, Esq., at Snell
& Wilmer, in Salt Lake City.

Federal and Camp Bird each estimated $10 million to
$50 million in asset and debt.  

The Debtors sought Chapter 11 bankruptcy protection with plans to
sell subsidiary Camp Bird's gold mine in Ouray, Colorado to pay off
creditors.

Federal Resources is a Nevada Corporation that was formed in 1960
as a result of a merger between Radorock Resources, Inc., and
Federal Uranium Corporation.  Federal currently has only two
assets: (1) 100% of the stock of Camp Bird, a Colorado corporation
and (2) 100% interest in a Madawaska Mines Limited, a Canadian
corporation doing business in Ontario Canada.

Camp Bird's principal assets consist of patented gold mining claims
and related land located in Ouray, Colorado.  Camp Bird also is the
sole owner of Camp Bird Tunnel, Mining and Transportation Company
("CTMT"), which owns various water and tunnel rights used and
associated with the Camp Bird properties.

Madawaska Mines owns a 5l% interest in a joint venture, which holds
the Madawaska Mine near Bancroft, Ontario.


FEDERAL RESOURCES: Meeting of Creditors Continued to May 4
----------------------------------------------------------
The meeting of creditors of Federal Resources Corp. will be
continued to May 5, at 2:00 p.m., according to a notice filed in
the U.S. Bankruptcy Court for the District of Utah.  The meeting
will be held at Suite 250, 405 South Main Street, in Salt Lake
City, Utah.

In addition, a hearing is set for May 21, 2015, at 2:99 p.m. to
consider approval of the Debtor's request to substantively
consolidate its bankruptcy estate with of Camp Bird Colorado Inc.

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

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

                     About Federal Resources

Federal Resources Corporation and Camp Bird Colorado, Inc., filed
voluntary petitions for protection under Chapter 11 of the
Bankruptcy Code on Dec. 29, 2014, with the U.S. Bankruptcy Court
for the District of Utah (Salt Lake City).  The Debtors are
represented by David E. Leta, Esq., and Andrew V. Hardenbrook,
Esq., at Snell & Wilmer L.L.P.


FENWICK AUTOMOTIVE: Can't Appeal Morrison Ruling, Court Hears
-------------------------------------------------------------
Law360 reported that Motorcar Parts of America Inc. told a
California federal judge that the U.S. Supreme Court's Morrison v.
National Australia Bank decision was properly applied to a suit
accusing a bankrupt Canadian subsidiary of defrauding it into an
acquisition, calling the unit's bid to appeal the decision an
attempt to delay litigation.

According to the report, the company urged U.S. District Judge
George H. Wu to deny a bid by Fenwick Automotive Products Ltd.,
known as Fenco, to certify an appeal of his April 8 order that
tossed MPA's securities claims for lacking sufficient specificity
but notably rejected Fenco's claim that the California federal
court does not have jurisdiction over the claims in Morrison.

The Troubled Company Reporter previously reported that Law360
reported that a California federal judge was told that the Ninth
Circuit must decide if the U.S. Supreme Court's Morrison v.
National Australia Bank decision allows U.S. securities laws to be
applied to all foreign transactions if Motorcar Parts' suit against
a bankrupt Canadian subsidiary is to proceed.  Fenco has urged U.S.
District Judge George H. Wu to certify its quest to appeal his
April 8 order, which tossed MPA's securities claims against the
company for lacking sufficient specificity.

                       About Fenwick Automotive

Based in Toronto, Canada, Fenwick Automotive Products Limited --
http://www.fencoparts.com/-- is a manufacturer and distributor of

new and remanufactured aftermarket auto parts -- including
steering components (pumps, gears and racks), brake calipers,
master cylinders, hub assembly and bearings, clutches and clutch
hydraulics, constant velocity drive shafts, water pumps, control
arms and loaded struts for the full range of passenger and truck
vehicles in use in the markets it serves.  Its products are sold
through all major distribution channels of the automotive
aftermarket throughout the United States, Canada and Mexico.  The
company's facilities are located in Pennsylvania, New Hampshire,
Toronto and Mexico.

Fenwick is a party to a forbearance agreement dated as of July 6,
2010, with Royal Bank of Canada, as amended by the forbearance
amending agreement dated August 23, 2010.


FLORIDA EAST COAST: S&P Affirms B- CCR & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B-'
corporate credit rating on Jacksonville, Fla.-based Florida East
Coast Holdings Corp. and revised the rating outlook on the company
to stable from negative.

At the same time, S&P also affirmed its 'B' issue-level rating and
'2' recovery rating on FECH and Florida East Coast Industries LLC's
(FECI) $875 million senior secured notes due 2019.  The '2'
recovery rating indicates S&P's expectation for substantial
recovery (70%-90%; lower end of the range) in a payment default
scenario.  S&P is also affirming its 'CCC' issue-level rating and
'6' recovery rating on the company's senior unsecured notes due
2020.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0%-10%) in a payment default scenario.

"The stable outlook reflects our expectations that FECH's revenue
and earnings will improve over the next year with support from
growing domestic intermodal volumes, increased aggregates (rock and
gravel) traffic related to ongoing infrastructure projects in South
Florida, and contributions from a trucking company it acquired in
2014," said Standard & Poor's credit analyst Tatiana Kleiman.  "We
also expect the company to benefit from increased container volumes
to the Port of Miami and the Everglades in 2017 and beyond related
to the widening of the Panama Canal."

Florida East Coast Railway Corp. (FECR) is a regional railroad that
operates 351 miles of mainline track between Jacksonville and
Miami, Fla.  The company has been under the ownership of Fortress
Investment Group since July 2007.  FECR's primary business segments
include intermodal (61% of freight revenues as of the fiscal-year
ended Dec. 31, 2014), carload (which includes crushed stone and
aggregates; 13%), food products (5%), automotive (4%), chemicals
(7%), other freight revenues (5%), and nonfreight (5%). In December
2014, FECH acquired Raven Transport Holding Inc. (RTH), a
Florida-based trucking company with a fleet of over 450 tractors
and 1,500 trailers.  Although the acquisition of RTH does provide
FECH with some diversity by expanding the company's operations
beyond rail, S&P do not believe that the acquisition is substantial
enough to warrant a change in the company's business risk profile.
RTH has a presence in the Southeast, Mid-Atlantic, Mid-West, and
Northeast U.S.

The stable outlook reflects S&P's expectations that, over the next
year, ongoing infrastructure investment in Florida, strong market
conditions in intermodal transportation, and contributions from the
RTH acquisition will increase FECH's freight volume, improving its
operating profitability, cash flow, and liquidity. Despite FECR's
nonamortizing capital structure, S&P believes that its gradually
improving earnings and cash flow should improve its credit metrics
over the next several quarters.

S&P could lower the rating if lower-than-expected earnings and cash
generation cause S&P to revise its liquidity assessment on the
company to "less than adequate" or "weak," or if S&P believes that
its debt burden has become unsustainable over the long term.

S&P is unlikely to raise the rating in the next year, however, it
could do so if the company's improved operating efficiency and
profitability causes use to revise S&P's business risk profile
score to "fair" from "weak", and if the company is able to achieve
a FFO-to-debt ratio of at least 10% on a sustained basis.



FOCUS BRANDS: Moody's Affirms B2 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Focus Brands Inc.'s ratings,
including its B2 Corporate Family Rating, B2-PD Probability of
Default Rating, B1 ratings on the company's first lien credit
facilities and Caa1 on the company's second lien term loan. The
rating outlook was changed to stable from negative.

The outlook change reflects the company's improved operating
performance across all of its store brands that, when coupled with
continued debt pay down, has led to improved debt protection
metrics. Moody's expects profitable growth and de-leveraging to
continue over the next 12 to 18 months.

Focus Brands ratings affirmed:

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2-PD;

  -- First lien revolver due 2017 at B1 (LGD 3);

  -- First lien term loan due 2018 at B1 (LGD 3);

  -- Second lien term loan due 2018 at Caa1 (LGD 5).

  -- The ratings outlook changed to stable from negative.

Focus Brands' B2 rating reflects the high debt load and high
leverage stemming from its very aggressive financial policy as
demonstrated by the October 2013 debt-financed acquisition of
Mississippi Restaurant Holdings, Inc., owner of McAlister's Deli
("McAlister's") and two debt-financed dividends in 2012 totaling
$347 million that reduced the company's financial flexibility.
Lease-adjusted debt/EBITDA remained high at 6.6x at the end of
2014, although down considerably from 7.1x at the end of 2013 as a
result of sustained profitable growth, successful integration of
McAlister's and voluntary debt reduction. Also constraining the
ratings are Focus Brands' modest level of revenues and earnings
versus its peers, the limited tangible asset base driven by its
franchise-based business model, and limited product diversity
within each individual brand.

The rating is supported by Focus Brands' multi-branded restaurant
portfolio, the geographic diversity of its consolidated system,
good brand recognition of certain of its concepts, and the
relatively stable earnings stream due to its franchise-based
business model. The company's liquidity is good, supported by the
expectation for positive free cash flow, excess revolver
availability and ample covenant headroom.

The stable outlook reflects Moody's expectation for continued
steady improvement in the company's debt protection metrics as a
result of operating improvement and voluntary debt reduction. The
outlook also reflects Moody's expectation that the company will
maintain good liquidity.

Factors that could lead to a downgrade include a deterioration in
operating performance, particularly through declining system-wide
same store sales or sustained weak customer traffic. An erosion in
liquidity or any additional shareholder-friendly activities could
also lead to a ratings downgrade. A downgrade could also occur if
the company where to sustainably increase lease-adjusted debt
leverage to above 6.5x.

A ratings upgrade is unlikely in the near term given the high debt
and leverage stemming from Focus Brands' aggressive
shareholder-friendly activities. To achieve an upgrade, the company
will need to demonstrate the willingness and ability to sustain
lease-adjusted debt to EBITDA near 5.0x.

The principal methodology used in these ratings was Global
Restaurant 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.

Focus Brands Inc. ("Focus Brands") owns, operates, and franchises,
about 4,766 restaurants under the brand names Auntie Anne's, Carvel
Ice Cream, Cinnabon, Moe's Southwest Grill, Schlotzsky's, Seattle's
Best Coffee, and McAlister's. The company experienced 6.7% revenue
growth in fiscal 2014 versus fiscal 2013. Focus Brands has been
owned by an affiliate of Roark Capital Group (Roark) since 2001.


FTS INTERNATIONAL: Moody's Reviews B2 Ratings for Downgrades
------------------------------------------------------------
Moody's Investors Service placed the ratings of FTS International
Inc.'s under review for a downgrade and changed its Speculative
Grade Liquidity Rating to SGL-3 from SGL-2. The change in liquidity
rating reflects Moody's expectation that the company will generate
lower cash flows and profit margins in 2015.

"The rating review will focus on FTS International's operating and
financial performance in the context of weakening industry
fundamentals," stated James Wilkins, a Moody's analyst. "With the
slowdown in drilling activity, the company could generate
materially weaker credit metrics in 2015."

The following summarizes the ratings activity.

FTS International Inc.

Ratings under review for a downgrade:

  -- Corporate Family Rating - B2

  -- Probability of Default Rating -- B2-PD

  -- Sr sec term loan due 2021 -- B2 (LGD4)

  -- Sr sec notes due 2022 -- B2 (LGD4)

Ratings Changed:

  -- Speculative Grade Liquidity rating -- SGL-3 from SGL-2

The review will focus on FTSI's expected operating performance,
restructuring actions to cut costs and ability to preserve
liquidity, as well as the oilfield service industry activity levels
in 2015 and 2016. The oilfield services (OFS) industry is
experiencing a sharp decline in demand for its services as a result
of lower crude oil and natural gas prices that have precipitated a
decline in horizontal drilling activity across unconventional shale
plays. The entire industry is experiencing reduced operating rates
and customer demands for reduced pricing on services that has led
to lower revenues, reduced economies of scale and margin pressure.
Due to uncertainty over commodity prices and US crude oil
production rates, and despite a large increase in uncompleted
wells, industry players are not able to accurately forecast when
they may see a rebound in demand for hydraulic fracturing services.
Additionally, some excess supply of hydraulic fracturing services
will come out of the market as the industry consolidates and some
players exit the market.

FTSI's SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity supported by cash balances ($10.5 million as of December
31, 2014), operating cash flow and $258 million of availability
under FTSI's $300 million ABL revolving credit facility. We expect
cash flow to decrease drastically in 2015 as horizontal drilling
activity and demand for hydraulic fracturing services remains
substantially below 2014 levels. FTSI will have the ability manage
its liquidity by reducing capex to below historical levels ($112
million in 2014) as drilling activity in 2015 will not support
growth. The revolver borrowing base, which is calculated using 85%
of eligible accounts receivable and 65% of eligible inventory, will
decline in 2015 as revenues and costs decline, but should remain
sufficient to fund FTSI's ongoing activities. The ABL facility is
subject to a minimum fixed charge coverage ratio of 1.0x (whenever
availability falls below a specified threshold).

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

FTS International, Inc., through its wholly owned subsidiary, FTS
International Services, LLC, provides oil and natural gas well
stimulation products and services (with a focus on high-pressure
hydraulic fracturing) to exploration and production (E&P)
companies. FTSI is owned 70% by a subsidiary of Temasek Holdings
(Private), Limited (Aaa stable), Senja Capital Ltd and other
investors (Investor Group) with the remaining 30% owned by
Chesapeake Energy Corporation (Ba1 positive).


GENWORTH FINANCIAL: S&P Puts 'BB-' Rating on CreditWatch Developing
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BBB-'
financial strength ratings on Genworth Life Insurance Co., Genworth
Life & Annuity Insurance Co., and Genworth Life Insurance Co. of
New York on CreditWatch with developing implications.  It also
placed its 'BB-' ratings on Genworth Mortgage Insurance Corp. and
Genworth Residential Mortgage Insurance Corp. NC (collectively
GMICO), and 'BB-' ratings on Genworth Financial Inc. on CreditWatch
with developing implications.

"The CreditWatch reflects our anticipation of a material shift in
Genworth's business profile that will likely center on North
American (U.S. and Canada) mortgage insurance," said Standard &
Poor's credit analyst Michael Gross.  Management has concluded that
its North American mortgage insurance units are the most attractive
of its businesses considering competitive landscape, future
earnings growth, and various other factors.  Furthermore, in S&P's
view, it might or might not keep majority ownership of its
Australia mortgage insurance business as it is currently evaluating
its ownership, and its U.S. life and annuity businesses are likely
sale candidates given its recent update that it is assessing market
interest and considering the merits of a sale of these businesses.
The company has not sufficiently addressed the future of its
ongoing long-term care business for S&P to evaluate it.

Given overall uncertainty around its evolving business profile,
potential proceed amounts from expected asset sales, and U.S.
operating unit capital strength and the prospective debt load and
servicing capacity, S&P has placed all U.S. operations on
CreditWatch developing.  S&P believes that there are positive,
neutral, and negative credit rating outcomes possible for the
various U.S. legal entities.

These ratings are unchanged by the CreditWatch action:

   -- Genworth Financial Mortgage Insurance Co. Canada,
      Counterparty credit and financial strength ratings:
      A+/Stable Genworth MI Canada Inc., Issuer credit rating:
      BBB+/Stable Genworth Financial Mortgage Insurance Pty,
      Counterparty credit and financial strength ratings:
      A+/Developing

   -- Genworth Financial Mortgage Inc. Pty (New Zealand branch),
      Financial strength rating: A+/Developing

   -- Genworth Financial Mortgage Indemnity, Counterparty credit
      and financial strength ratings: A-/Developing

The CreditWatch indicates a lack of information, and S&P's belief
that there could be positive, neutral or negative rating outcomes.
Although there are a large number of credit variables that will be
influenced by the final set of strategic options that management
and its board chooses, S&P do believes a positive rating action is
possible subject to favorable strategic execution and favorable
sale proceed amounts, as well as enhanced operating unit
capitalization and reduced leverage on a consolidated basis.
Conversely, unfavorable strategic execution, insufficient asset
sale proceeds, continued weak financial flexibility, and limited
dividend capacity to service prospective the debt load could
further impair S&P's credit view.

S&P expects to resolve the CreditWatch within the next few months,
as it gains additional clarity as to the specifics of the strategic
options the company will take.



GOD'S CHARIOTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: God's Chariots To The Heavenly Highway
        862-844d St. Ann's Avenue
        Bronx, NY 10467

Case No.: 15-11134

Chapter 11 Petition Date: April 30, 2015

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

Judge: Hon. Martin Glenn

Debtor's Counsel: Pro Se

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

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


GOODYEAR TIRE: Moody's Says 1Q 2015 Earnings is Credit Positive
---------------------------------------------------------------
Moody's says that The Goodyear Tire & Rubber Company's positive
earnings for the first quarter of 2015 is a credit positive but
does not currently impact Goodyear's Ba3 Corporate Family Rating
nor positive rating outlook.

The Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with 50 manufacturing facilities
in 22 countries around the world. Revenues in 2014 were
approximately $18.1 billion.



GOODYEAR TIRE: S&P Raises CCR to 'BB' on Improving Credit Measures
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ohio-based The Goodyear Tire & Rubber Co. to 'BB' from
'BB-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's second-lien term loan facility to 'BBB-' from 'BB' and
revised its recovery rating on the facility to '1' from '2'.  The
'1' recovery rating indicates S&P's expectation that lenders will
receive a very high recovery (90%-100%) in the event of a default.


In addition, S&P raised its issue-level rating on the company's
senior unsecured notes to 'BB' from 'B+' and revised its recovery
rating on the notes to '4' from '5'.  The '4' recovery rating
indicates S&P's expectation that lenders will receive an average
recovery (30%-50%; at the lower end of the range) in the event of a
default.

S&P raised its issue-level rating on Goodyear Dunlop Tires Europe
B.V.'s (GDTE) EUR250 million senior unsecured notes to 'BB+' from
'BB'.  The '2' recovery rating on the notes indicates S&P's
expectation that lenders will receive a substantial recovery
(70%-90%; at the higher end of the range) in the event of a
default.

S&P also raised its issue-level rating on GDTE's EUR400 million
senior secured revolver to 'BBB-' from 'BB+'.  The '1' recovery
rating on the revolver indicates S&P's expectation that lenders
will receive a very high recovery (90%-100%) in the event of a
default.

"The upgrade reflects the company's improved credit metrics because
of its efforts to continually delever (fully funding its U.S.
pension plans and voluntary paydowns under the term loan) and
pursue profitable growth, thereby expanding its EBITDA margins,"
said Standard & Poor's credit analyst Naomi Dsouza.  S&P assumes
that Goodyear will retain a substantial portion of its large cash
balances over time and that its debt-to-EBITDA will gradually
decline as the company continues to generate EBITDA and focuses on
reducing its debt.  Consequently, S&P has raised its assessment of
Goodyear's financial risk profile to "significant" from
"aggressive."

The revised recovery and issue-level ratings reflect the impact of
the paydowns under the term-loan and the elimination of the pension
overhang.

Goodyear serves both the original equipment (OE; 30% of tire unit
sales in 2014) and replacement (70% of tire unit sales in 2014)
segments of the tire industry, giving it better business
diversification than auto suppliers that are focused on a single
segment.  The replacement market tends to be more stable than the
car- and truck-production cycle, though it can be affected by many
factors, specifically miles driven and average tire age.  The total
number of miles driven in the U.S. is still below the 2007 peak,
but this metric has shown signs of improvement in recent periods.

The stable outlook on The Goodyear Tire & Rubber Co. reflects S&P's
expectations that the company will maintain its debt-to-EBITDA
below 3x and generate a level of free operating cash flow that is
in line with our expectations for the current rating.

S&P could lower the rating if there is a decline in global tire
demand or a spike in raw material prices, thereby making it
unlikely that the company could generate positive FOCF, and the
company's debt-to-EBITDA metric remains closer to 3x and its
FOCF-to-debt ratio is less than 10% on a sustained basis.  This
could occur if the company's revenues are flat-to-declining and its
gross margins fall to less than 29% in 2015 and remain at that
level.

While unexpected at this time, S&P could consider raising the
rating if it believes that the company is able to generate a
FOCF-to-adjusted debt ratio of at least 15% and maintain a
debt-to-EBITDA metric of less than 2x on a sustained basis.  S&P
would also expect the company to demonstrate the ability to
mitigate substantial exposures to raw material price swings as well
as volatile production schedules.



GORDIAN MEDICAL: Amends Plan After Deal with Govt. Entities
-----------------------------------------------------------
Gordian Medical, Inc., on April 27, 2015, filed its Second Amended
Plan of Reorganization to incorporate the terms of the settlements
of disputes between the Debtor and the Centers for United States
Medicare and Medicaid, The Internal Revenue Service and The
Franchise Tax Board regarding their claims.

The hearing on confirmation of the Plan has been continued numerous
times in order to facilitate a resolution of the disputes between
the Debtor and the Government Entities.  A hearing on the Second
Amended Plan is slated for May 6, 2015, at 2:00 p.m.

The Amended Plan is a reorganization plan which provides for the
payment of (a) all Allowed Claims, other than the Government Entity
Claims, in full on the later of the Effective Date and the date
upon which a Claim becomes an Allowed Claim, and (b) the Government
Entity Claims pursuant to the terms of the to-be-approved
settlements with CMS, the IRS and the FTB.

The Debtor intends to fund payments required under the Amended Plan
from (1) available cash of approximately $4.5 million, and (2) the
contribution in an amount not to exceed $13.5 million contributed
by Gerald Del Signore, the President of the Debtor,

Penelope Parmes, a member of Troutman Sanders LLP, attested that
$13,500,000, plus $6,000 interest earned to date, from Mr. Del
Signore is on deposit City National Bank.

                   Deal with Government Entities

CMS has pending claims in the amount of no less than $76 million
based upon a determination by four Medicare Administrative
Contractors that the Debtor allegedly received payments for
equipment or services not covered by the Medicare Act.  The CMS
settlement provides, in part, that it will be paid a total of $35
million, including (a) payment of $5 million at confirmation of the
Amended Plan; (b) recoupment by CMS of approximately $4.6 million
currently held by CMS; and (c) recoupment by CMS of approximately
$25.4 million from ongoing payments by CMS to the Debtor, in equal
installments over 84 months.

The IRS has pending claims in the amount of approximately $17.8
million, of which approximately $14.8 million was listed as
priority and approximately $2.97 million as general unsecured, for
alleged unpaid federal corporate income taxes of American Medical
Technologies, Inc. ("AMT"), a non-debtor entity, based upon a
theory of alleged successor liability.  The IRS settlement
provides, in part, that it will be paid a total of approximately
$9.8 million, including (a) payment of approximately $6.7 million
at confirmation of the Amended Plan, and (b) offset of
approximately $3.1 million currently held by the IRS.

The FTB has pending claims in the amount of approximately $6.8
million, of which approximately $4.06 is listed as priority and
approximately $2.8 million as general unsecured.  The FTB claim is
also based upon a theory of alleged successor liability related to
AMT.  The FTB settlement provides, in part, that it will be paid
approximately $2 million at confirmation of the Amended Plan.

                   $13.7M Payments at Confirmation

Mr. Del Signore attests that the Debtor will have sufficient funds
to pay $13,746,051 at confirmation to make the payments required to
confirm the Plan:

   (a) There is an interim fee procedure in place in this Case
pursuant to which the professionals that have filed fee
applications have been paid allowed amounts during the course of
the Case. The Debtor estimates that the amount of the allowed
professional fee claims that will remain unpaid as of the Effective
Date will be approximately $500,000.

  (b) The Debtor is current on its payment of U.S. Trustee fees to
date and estimates that it will require an additional $20,000 to
pay any U.S. Trustee fees at confirmation.

  (c) The Debtor is currently unaware of any Cure Claims other than
the payments required to be made to CMS to allow the Debtor to
assume its Supplier Agreement between it and CMS.  The Debtor has
agreed to pay CMS $35 million in settlement of its claims and as
cure payments to allow the assumption of the Supplier Agreement.
This amount shall be paid as follows: (1) $5 million at
confirmation; (2) $4.6 million as a recoupment by CMS of the
amounts currently held in suspense by CMS; and (3) $25.4 million
recouped by CMS from ongoing payments in the ordinary course of
business in equal monthly installments over 84 months, with
interest accruing at the Federal post-judgment interest rate.  At
the current Federal post-judgment interest rate of 0.25%, this
equates to a monthly payment of $305,066 per month.  The settlement
also provides that CMS gets one-half of the funds awarded to the
Debtor on pending administrative appeals regarding postpetition
dates of delivery, but these amounts will only reduce the amount
outstanding and will not reduce the monthly payment obligations
from the Debtor to CMS (thus, the length of time required to pay
off the settlement with CMS may be less than 84 months).

  (d) The Debtor has agreed to pay the IRS $6,732,041 on account if
its claim at confirmation.

  (e) The Debtor has agreed to pay the FTB $2,014,010 on account of
its claim at confirmation.

  (f) The Debtor is currently unaware of any outstanding Priority
Wage Claims and is not aware of any other Priority Non Tax Claims.

  (g) The Debtor is not aware of any Miscellaneous Secured Claims.

  (h) The Debtor is not aware of any General Unsecured Claims.

  (i) The Debtor is not aware of any Priority Tax Claims.

Mr. Del Signore adds that the Debtor will have sufficient funds to
make the monthly payment to CMS, currently calculated at $305,066
per month.

Based on the analysis the Debtor's financial advisor, Brad W.
Smith, managing director of GlassRatner Advisory & Capital Group
LLC, of the Debtor's current financial records, including cash flow
projections, the monthly operating expenses of the Debtor are
currently approximately $4 million per month and are satisfied out
of the cash flows generated by the Debtor's business, assuming that
the Regions continue to pay the Debtor consistently with the
payment levels experienced during the prior six months.

A red-lined copy of the Second Amended Plan is available for free
at:

      http://bankrupt.com/misc/Gordian_2nd_Am_Plan_Redline.pdf

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in Santa
Ana, California, on Feb. 24, 2012, after Medicare refunds were
halted.  Irvine, California-based Gordian Medical provides
supplies
and services to treat serious wounds.  The Debtor has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37.9 million in assets and
$7.59 million in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.

Jeffrey L Kandel, Esq., Teddy M Kapur, Esq., Samuel R. Maizel,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, represent the Debtor as counsel.  Fulbright & Jaworski
LLP serves as the Debtor's special regulatory counsel.  Loeb &
Loeb
LLP serves as the Debtor's special tax counsel.  GlassRatner
Advisory & Capital Group LLC serves as the Debtor's financial
advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GRAFTECH INT'L: S&P Puts 'BB-' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Independence, Ohio-based GrafTech International Ltd., including its
'BB-' corporate credit rating, on CreditWatch with negative
implications.

The CreditWatch placement follows the announcements that Brookfield
intends to tender for some to all of the outstanding common shares
of GrafTech at a purchase price of $5.05/share, as well as
separately purchasing $150 million of 7% convertible preferred
shares in a private offering.  The preferred shares will be
convertible into common shares up to 19.9% in one series and up to
an additional 2% in a second series.  Until S&P can properly assess
the effects on GrafTech's financial policy due to the possible
introduction of a financial sponsor ownership, the corporate credit
rating and issue-level ratings on the company will remain on
CreditWatch.

At the same time, GrafTech reported weaker-than-expected first
quarter results and full-year guidance, which S&P also expects to
negatively affect its credit ratios in 2015.  Based on S&P's
preliminary estimates, it believes that leverage will be more
consistent with an "aggressive" or higher financial risk profile.
S&P could assess Brookfield as a financial sponsor, which would
ultimately cap GrafTech's financial risk profile at aggressive at
best.

"The CreditWatch listing reflects the potential for a downgrade due
to possible financial sponsor ownership arising from the two
proposals with Brookfield Asset Management," said Standard & Poor's
credit analyst Michael Maggi.  "Depending on the level of ownership
that Brookfield attains, we could adjust GrafTech's financial risk
profile accordingly.  We plan to resolve the CreditWatch after
meeting with management and assessing the impact of these
developments within the second quarter."



GRAND CENTREVILLE: Kang Trustee Wins Approval of Plan Disclosures
-----------------------------------------------------------------
The Chapter 11 plan for debtor Grand Centreville, LLC, that was
filed by the Chapter 11 trustee named in the separate bankruptcy
case of Min Sik Kang and Man Sun Kang, will have the opportunity to
be approved at a confirmation hearing on June 3.

Judge Robert G. Mayer on April 28, 2015, entered an order approving
the disclosure statement explaining the Kang Trustee's Chapter 11
plan for Grand Centreville.  The judge set this schedule:

    * The last day for filing acceptances or rejections of the plan
is May 20, 2015.

    * Objections to confirmation of the plan will be filed no later
than May 20, 2015.

    * The Debtor will file a summary of ballots on or before May
27, 2015.

    * The hearing on the confirmation of the plan will be held on
June 3, 2015 at 11:00 a.m.

Raymond A. Yancey, Chapter 11 trustee for the bankruptcy estates of
Min Sik Kang and Man Sun Kang, filed a plan that contemplates a
sale of the Debtor's shopping center in Fairfax County, Virginia,
to JBG Associates, L.L.C., for $55,500,000 in cash.  In the event
an entity with standing to object to the Plan files an objection to
the Plan on account of a binding irrevocable higher offer to
purchase the Shopping Center, the Debtor will hold an auction,
provided that a competing bid must provide for a purchase price
that's at least $250,000 higher than JBG's offer.  Under the Plan,
Wells Fargo's claim is unimpaired, and Wells Fargo on the Effective
Date will receive full payment for the portion of the secured claim
that is not in dispute.  Holders of general unsecured claims will
recover 100 cents on the dollar.  The Kang Trustee will hold and
retain 100% of the membership interest in the Debtor.

A copy of the Kang Trustee's Amended Disclosure Statement is
available for free at:

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

                Hearing on WF Disclosures Continued

The judge also held a hearing to consider approval of the
disclosure statement explaining Wells Fargo Bank, N.A.'s proposed
plan for the Debtor.  According to a docket entry, the hearing has
been continued to June 3.

As reported in the April 29, 2015 edition of the TCR, secured
creditor Wells Fargo's Plan proposes to leave Wells Fargo's
existing loan documents in place and bars Wells Fargo from
exercising its remedies under the loan documents for a period of
one year.  If the Debtor's shopping center is not sold prior to the
one-year deadline, the Wells Fargo Plan provides that Wells Fargo
will take immediate transfer of title to and ownership of the
Shopping Center.  Under the Wells Fargo Plan, only Wells Fargo,
which will have an allowed claim of at least $28.9 million, is
impaired.  Holders of general unsecured claims and equity interests
are unimpaired, and thus not entitled to vote on the Plan.  

A copy of Wells Fargo's Amended Disclosure Statement is available
for free at:

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

                             Timeline

On Feb. 12, 2015, Raymond A. Yancey, Chapter 11 trustee for the
bankruptcy estates of Min Sik Kang and Man Sun Kang, filed a
proposed Chapter 11 Plan of Reorganization and Disclosure Statement
for Grand Centreville.

On March 6, 2015, creditor Wells Fargo Bank, N.A., as trustee for
the registered holders of JP Morgan Chase Commercial Mortgage
Securities Corp., filed a proposed Chapter 11 plan of
reorganization and disclosure statement for the Debtor.

On April 7, 2015, the Kang Trustee filed his opposition to the
disclosure statement explaining the Secured Creditor's Plan.  On
the same day, Wells Fargo submitted a limited objection to the
approval of the disclosure statement explaining the Kang Trustee's
Plan.

On April 14, 2015, the Court held a hearing to consider the Wells
Fargo Disclosure Statement and Kang Trustee Disclosure Statement.

On April 14, 2015, the Kang Trustee filed his First Amended Plan of
Reorganization and Disclosure Statement.  

On April 17, 2015, Wells Fargo filed a First Amended Plan and
Disclosure Statement.

At the April 28 hearing, the Court approved the Kang Trustee
Disclosure Statement and scheduled a June 3 hearing to consider
confirmation of the Kang Trustee Plan.  The Court continued the
hearing on the Wells Fargo Disclosure Statement to June 3.

The Kang Trustee's Special Counsel can be reached at:

         Bradford F. Englander, Esq.
         WHITEFORD TAYLOR PRESTON, LLP
         3190 Fairview Park Drive, Suite 300
         Falls Church, VA 22042
         Telephone: (703) 280-9081
         Facsimile: (703) 280-3370
         E-mail: benglander@wtplaw.com

Wells Fargo's attorneys can be reached at:

         Gregory A. Cross, Esq.
         Frederick W. H. Carter, Esq.
         Catherine G. Allen, Esq.
         VENABLE LLP
         750 E. Pratt Street, Suite 900
         Baltimore, MD 21202
         Telephone: (410) 244-7400
         Facsimile: (410) 244-7742
         E-mail: fwhcarter@venable.com

               - and -

         William C. Crenshaw, Esq.
         Mona M. Murphy, Esq.
         AKERMAN LLP
         750 9th Street, N.W., Suite 750
         Washington, DC 20001
         Telephone: (202) 393-6222
         Facsimile: (202) 824-1795
         E-mail: bill.crenshaw@akerman.com

                     About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represent the Debtor as counsel.

The Debtor owns the real property located in Fairfax County,
Virginia, commonly known as the Old Centreville Crossing Shopping
Center, together with a 171,631 square foot building thereon. In
its schedules, the Debtor disclosed that its assets total
$40,550,046 and liabilities total $26,247,602 as of the Petition
Date.

Grand Centreville's chapter 11 proceeding is related to the
Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D.
Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010.  Prior to March
16, 2009, the Kangs indirectly owned 100% of the economic
interests in the Debtor and, through their 100% ownership of Grand
Formation, controlled all management rights with respect to Grand
Centreville.  On Jan. 7, 2013, the Court entered an Order
directing the United States Trustee to appoint a chapter 11
trustee for the Kangs' case.  On the same date, the U.S. Trustee
appointed Raymond A. Yancey as chapter 11 trustee for the Kangs'
case, which appointment the Court approved on Jan. 16, 2013.

Wells Fargo Bank N.A., the secured creditor, is represented by
William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman
LLP.

Special Counsel to Raymond A. Yancey, Chapter 11 Trustee in the
Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at
Whiteford Taylor & Preston, L.L.P.  Counsel for Yeon K. Han is
Timothy J. McGary, Esq.  Counsel for James Y. Sohn is James R.
Schroll, Esq., at Bean, Kinney & Korman, P.C.

                           *     *     *

The secured creditor and the Chapter 11 trustee named in the
separate bankruptcy case of the Debtor's owners have filed
competing Chapter 11 plans.


GREAT CHINA INTERNATIONAL: Kabani Expresses Going Concern Doubt
---------------------------------------------------------------
Great China International Holdings, Inc., reported a net loss of
$4.31 million on $7.99 million in revenues for the year ended Dec.
31, 2014, compared with a net loss of $1.81 million on $7.69
million of revenues in the same period last year.

Kabani & Company Inc. expressed substantial doubt about the
Company's ability to continue as a going concern citing that the
Company has a working capital deficit of $21.4 million and $28.1
million as of Dec. 31, 2014 and 2013 respectively.  In addition,
the Company has incurred net loss in each of the two years in the
period ended December 31, 2014 of $4.31 million and $1.81 million,
respectively.

The Company's balance sheet at Dec. 31, 2014, showed $54.0 million
in total assets, $34.9 million in total liabilities, and
stockholders' equity of $19.1 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:

                       http://is.gd/Ga0WFI

                About Great China International

Shenyang, P.R.C.-based Great China International Holdings, Inc.,
was incorporated in the State of Nevada on Dec. 4, 1987, under the
name of Quantus Capital, Inc.  The Company, through its various
indirect subsidiaries, has been engaged for more than 20 years in
commercial and residential real estate investment, development,
sales and/or management in the city of Shenyang, Liaoning
Province, in the People's Republic of China.


GREENESTONE HEALTHCARE: RBSM Expresses Going Concern Doubt
----------------------------------------------------------
Greenestone Healthcare 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.

RBSM LLP expressed substantial doubt about the Company's ability to
continue as a going concern citing that the Company has sustained
net losses and has a working capital and stockholder's deficit.

The Company reported a net loss of $1.83 million on $3.42 million
in revenues for the year ended Dec. 31, 2014, compared to a net
loss of $3.22 million on $3.69 million of revenues in the same
period last year.

The Company's balance sheet at Dec. 31, 2014, showed $1.14 million
in total assets, $3.87 million in total liabilities, and a
stockholders' deficit of $2.73 million.

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

                        http://is.gd/pMnuyF

Greenestone Healthcare Corporation -- http://www.greenestone.net/
-- operates medical and healthcare clinics in Ontario, Canada.
GreeneStone's clinics serve to add overflow capacity to an
increasingly stretched provincial healthcare system, and provide
private alternatives to publicly available healthcare services.
Its four medical clinics (three in Toronto, along with a facility
in Muskoka, Ontario) offer various medical services, including
addiction treatment, endoscopy, minor cosmetic procedures, and
executive health care services.


GRIGGS COUNTY: Moody's Affirms B3 Rating on GO Bonds Series 2013
----------------------------------------------------------------
Moody's Investors Service affirmed Griggs County, ND's B3 long-term
general obligation (GO) issuer rating as well as the B3 rating on
the county's GO-supported Lease Revenue Bonds Series 2013. The
outlook for both ratings has been revised from negative to
developing. The county currently has $2.2 million of Moody's rated
lease revenue debt outstanding.

The affirmation of the B3 long-term issuer rating reflects the
County Commission's former intent to withhold lease payments which
would have resulted in a default on the Series 2013 Lease Revenue
Bonds due May 1, 2015. Lease payments were ultimately made to the
trustee on April 27, 2015, several days after they were due but in
sufficient time to avoid a bond default. The rating incorporates
the county's stated reluctance to continue with this lease payment
obligation despite sufficient and dedicated funds on hand, the
uncertain future of the project and its completion, and county
officials skepticism that they have any obligation to make lease
payments as long as the courthouse project remains incomplete and
uninhabitable. There is, in fact, no abatement provision under the
lease agreement and master trust indenture that would make
occupancy a condition of legal obligation to pay. The rating also
considers the county's generally sound credit fundamentals,
including stable financial operations with adequate reserve levels
relative to budget, but limited on a nominal basis; moderate debt
and pension liabilities; and its small population and limited tax
base and agricultural economy.

The B3 lease revenue rating is rated on parity with the county's
issuer rating based on the structure of the lease obligation, which
is unconditional and not subject to annual appropriation. It
further reflects the county's obligation to dedicate an irrevocable
10-mill lease levy for repayment and general obligation to levy a
property tax unlimited as to rate or amount in the event proceeds
of the 10-mill levy are insufficient to make annual lease
payments.

The developing outlook reflects the current state of flux regarding
the County Commission's intentions regarding completion of the
courthouse project, particularly given their view that occupancy is
a precondition for payment on the lease. The project is also
politically unpopular, and had previously resulted in a recall
election. If completed within the year, the County Commission would
likely make future lease payments once they inhabit the facility.
At this point, however, there are no commitments by the Commission
to spend the $122,000 necessary to finish project construction and
complete the facility. The county chairman plans to bring the
subject up for discussion at their next meeting scheduled for May
8, 2015. The uncertainties related to the county's future
construction plans and willingness to continue to make timely lease
payments pose significant risks for bondholders at this time. As
these issues are resolved and clarified, the ratings and outlook
will be re-evaluated.

What could make the rating go UP:

- Demonstrated commitment by the County Commission to continue
   to make timely principal and interest payments on their lease
   obligations

What could make the rating go DOWN:

- Failure to make timely principal and interest payments on
   their lease obligations

The county is located in east central North Dakota approximately
100 miles northwest of the city of Fargo near the Sheyenne River
Valley. The county serves a population of approximately 2,372
residents spanning 716 square miles. There are twenty townships and
three incorporated cities within the county, with Cooperstown
serving as the county seat.

Legal Security: Ultimate Security On The Series 2013 Lease Revenue
Bonds Is The Goult Pledge Of The County:

The county's long-term issuer rating is based on the county's
underlying, implicit General Obligation Unlimited Tax pledge in
which the full faith, credit and resources of the county are
pledged, payable from ad valorem taxes, which may be levied without
limitation as to rate or amount.

The Series 2013 Lease Revenue Bonds are secured by lease payments
made by the county to the Griggs County Building Authority which in
turn make debt service payments to the Trustee, the Bank of North
Dakota. The county entered into the lease arrangement after county
voters rejected the proposed project over three successive votes.
The 2013 lease-based financing was done pursuant to North Dakota
Century Code 57-15-59, which allows for lease arrangements not to
exceed twenty years for the purpose of court, corrections or jail
facilities. The code further allows the governing body to dedicate
a levy up to 10 mills for such purposes and, should the 10 mills at
any time become insufficient, requires the county to levy a tax
unlimited as to rate or amount as needed to fully pay on the lease
obligation. Due to this security, the lease revenue rating in this
case is rated on parity with the implicit general obligation
unlimited tax rating of the county. Under the terms of the lease
agreement, the county will make payments to the authority no later
than five days prior to debt service payment dates. The lease is
unconditional, not subject to appropriation or abatement, and runs
continuously through May 1, 2033 which coincides with debt service
on the lease. Remedies of the trustee upon default include
declaring rent due for the remaining term of the lease and taking
possession of the pledged asset.

Proceeds of the Series 2013 Lease Revenue Bonds were used to
finance a new county courthouse adjacent to a new emergency
operations center that was concurrently financed by federal
grants.

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014. An
additional methodology used in the lease-backed rating was The
Fundamentals of Credit Analysis for Lease-Backed Municipal
Obligations published in December 2011.


GT ADVANCED: Hires Seder & Chandler as Special Counsel
------------------------------------------------------
GT Advanced Technologies Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
New Hampshire to employ Seder & Chandler, LLP, as special counsel
to Alan B. Miller in his capacity as independent director of GT
Hong Kong, nunc pro tunc to April 15, 2015.

GT Hong Kong is a direct, wholly owned subsidiary of GTAT
Corporation.  GTAT Corp. runs certain of its operations in Asia
through GT Hong Kong.

It is GT Hong Kong's understanding that the bulk of the services to
be performed by the Firm, will be performed by J. Robert Seder, a
partner in the Firm.

Mr. Seder's services will include, but are not limited to, legal
advice to the Independent Director in the discharge of his
responsibilities as Independent Director; including his evaluation
of intercompany issues.  Due to Mr. Seder's specialized role in
these chapter 11 cases, GT Hong Kong believes that Seder will not
unnecessarily duplicate any of the services performed by any of the
other retained professionals in these  Chapter 11 cases.

Currently, the Firm's hourly rates are:

      Professional             Hourly Rate
      ------------             -----------
      Partners                 $300 to $400
      Of Counsel               $250 to $300
      Associates               $150 to $175
      Paraprofessionals        $100 to $125

J. Robert Seder, a partner of the firm, assures 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.

          Statement Regarding the U.S. Trustee Guidelines

Mr. Seder intends to apply for compensation of professional
services rendered on an hourly basis and reimbursement of expenses
incurred in connection with the Debtors' Chapter 11 cases, in
compliance with applicable provision of the Bankruptcy Code, the
Bankruptcy Rules, the LBR, the Interim Compensation Order, and any
other applicable procedures and orders of the Court. Seder also
intends to make a reasonable effort to comply with the U.S.
Trustee's request for information and additional disclosures as set
forth in the Appendix B Guidelines, both in connection with the
Application and the interim and final fee applications filed by
Seder in connection with the Firm’s role as Special Counsel.

The following information is provided in response to the request
for additional information set forth in Paragraph D.I of the
Appendix B Guidelines:

Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?

Response: No.

Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?

Response: No.

Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.

Response: Not Applicable

Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?

Response: No. However, as explained in the Miller Declaration, Mr.
Miller will work with Seder to develop a budget that takes into
account the specific exigencies of Seder’s engagement.

The firm can be reached at:

         J. Robert Seder
         Seder & Chandler, LLP
         Worcester, Massachusetts
         E-mail: Jrseder@sederlaw.com
         Fax: 508-831-0955       

                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.




GT ADVANCED: Hires StoneTurn Group as Accountants
-------------------------------------------------
GT Advanced Technologies Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
New Hampshire to employ StoneTurn Group, LLP, nunc pro tunc to
February 16, 2015, as accountants to their special counsel, Ropes &
Gray LLP, with respect to an inquiry being conducted by the U.S.
Securities and Exchange Commission.

StoneTurn Group will, among other things, assist Ropes & Gray in
its:

   a. review of the large volume of accounting-related documents
      potentially responsive to the accounting requests;

   b. analysis of the accounting practices of the Debtors as they
      relate to the accounting requests or any subsequent
      accounting-related requests from the SEC or any other
      Regulatory Authority; and

   c. otherwise assist Ropes & Gray in responding to such
      accounting requests.

In addition, StoneTurn may conduct subsequent review and/or
analysis in connection with any subsequent accounting-related
requests from the SEC or any other Regulatory Authority for the
production of accounting-related documents and information in
connection with the SEC Inquiry or any other Regulatory Inquiry.

StoneTurn's customary hourly rates by professional level (which may
be adjusted from time to time) are:

      Professional            Hourly Rate
      ------------            -----------
      Partner                 $550 - $700
      Managing Director       $375 - $450
      Manager                 $300 - $375
      Senior Consultant       $250 - $300
      Consultant              $195 - $225

StoneTurn also intends to seek reimbursement from the Debtors for
reasonable and customary expenses that are directly incurred in
connection with the engagement, such as travel, postage,
photocopying, and fee-based research.

Eric Hines, CPA, CFF, an accountant of the firm, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The firm can be reached at:

         Eric Hines, CPA, CFF
         StoneTurn Group, LLP
         E-mail: ehines@stoneturn.com
         Phone: 617-570-3755

                  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.



GT ADVANCED: Lease Decision Period Extended Until May 31
--------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of New Hampshire extended, until May 31, 2015, the
deadline of GT Advanced Technologies Inc. and its debtor-affiliates
to assume or reject unexpired leases of nonresidential real
property.

                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: Proposes BMC Group as Claims Agent
--------------------------------------------------
Gulf Packaging Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ BMC Group, Inc., as
noticing, claims and solicitation agent.

Because the Debtor has more than 900 vendors, plus an unknown
amount of additional creditors and parties-in-interest, the Debtor
believes that claims and noticing services are necessary in the
case.

The Debtor seeks to compensate and reimburse BMC in accordance with
the terms set forth in the Services Agreement for all services
rendered and expenses incurred by BMC in connection with its
engagement in the Chapter 11 case.

The firm will charge the Debtor at these rates:

  * Noticing Management
    - Data Entry/Call Center/Admin Support    $25/45/65 per hour
    - Analysts                                $85 per hour
    - Noticing Manager                        $100 per hour

  * Claims Management
    - Claim Receipt, Processing & Docketing

                         * First 500 claims:  $2.50 per claim
                         * 501 to 999 claims: $1.50 per claim
                         * 1,000+ claims:     $1.00 per claim

    - b-Linx Database & Systems Access        $0.085 per month

  * Project Management
    - Analysts                                   $85 per hour
    - Consultants/Project Managers            $100-$145 per hour
    - Principal/Director/Expert                 $175 per hour

  * Print Mail and Noticing Services
    - Certified Electronic Noticing Service   $40 per 1000
    - Certified Fax Noticing Service          $0.15 per image

  * Document and Information Management
    - Live Operator Call Center               $45 per hour
    - Public Case Website Hosting            $250 per month WAIVED
    - Physical Document Storage         $1.45 per box/month WAIVED
    - Secure Virtual Data Room                 $6,000 WAIVED

Prior to the Petition Date, BMC received a retainer of $10,000,
some of which was applied against prepetition fees and expenses.

Tinamarie Feil, president of client services of BMC, attests that
BMC is a "disinterested person" as such term is defined in Sec.
101(14), as modified in Sec. 1107(b), of the Bankruptcy Code.

                       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: Taps Gavin/Solmonese to Provide CRO
---------------------------------------------------
Gulf Packaging Inc. seeks approval from the Bankruptcy Court to (i)
tap Gavin/Solmonese LLC to provide the Debtor with a Chief
Restructuring Officer and certain additional personnel, and (ii)
designate Edward T. Gavin, CTP, as CRO.

The Debtor requires the assistance of qualified and experienced
restructuring managers with the resources, capabilities, and
experience of G/S and its personnel.  G/S performs critical
services that complement the services provided by the Debtor's
other professionals.

Edward T. Gavin, the managing director and founding partner of G/S,
who is also the leader of the Corporate Restructuring and Fiduciary
Services Practice Group at G/S, will act as CRO for the Debtor.
Mr. Gavin is a Certified Turnaround Professional.

G/S was retained by the Debtor in late March 2015, as the Debtor's
crisis manager, in order to assist the Debtor with evaluating its
options and otherwise help maximize the value of the business for
GPI's constituents.  Prior to the Petition Date, Mr. Gavin was
appointed by the Debtor's board of directors as the CRO.

G/S was originally retained by the Debtor on March 30, 2015, as
crisis manager.  The Management Agreement was executed on April 14,
2015, to expand the scope of the engagement to include CRO
services.  The current hourly billing rates, based on the position
of the particular Engagement Personnel are subject to these
ranges:

         Principals                       $400 to $650
         Managing Directors               $300 to $650
         Senior Consultants & Directors   $225 to $350
         Other professional staff         $125 to $250

In addition to the hourly fees, in the event that the Debtor
requests that G/S seek additional and/or replacement financing for
the Debtor, G/S will be entitled to a success fee.  The success fee
will accrue at the closing of each financing that occurs within one
year from the execution of the Management Agreement and will be
calculated as follows: 5% of the total financing facilities for
senior secured debt, plus 5% of the total financing facilities for
all other debt, plus 5% of the total financing facilities for
equity and/or forgiveness or assumption of debt, if any.  In the
event that the success fee is earned by G/S, G/S will apply to the
Court for approval of the fees at the conclusion of the Chapter 11
case, and such application will be subject to a reasonableness
standard under Sec. 330 of the Bankruptcy Code.

G/S will seek reimbursement for reasonable and necessary
out-of-pocket expenses incurred in connection with the Chapter 11
case.

In advance of the Ch. 11 filing, G/S received a retainer in the
amount of $50,000.  G/S has been paid $187,973 for all services
rendered, and expenses incurred, through the Petition Date, leaving
a retainer balance of $45,820.

As disclosed in Mr. Gavin's declaration, the Debtor believes that
G/S/ does not represent an interest materially adverse to the
Debtor's estate or otherwise creates a conflict of interest
regarding the Debtor or the Chapter 11 case.

                       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.


HAAS ENVIRONMENTAL: To Present Plan for Approval May 28
-------------------------------------------------------
Haas Environmental, Inc., is slated to seek confirmation of its
Chapter 11 plan on May 28 at 2:00 p.m.

Judge Kathryn C. Ferguson on April 13, 2015, approved the
disclosure statement dated April 2, 2015, and ordered that written
acceptances, rejections and objections to the Plan are due at least
seven days before the May 28 confirmation hearing.

According to the Fourth Amended Disclosure Statement, the Debtor
has a plan that allows the Debtor to continue operations and lets
Eugene Haas, the current 100% owner and president, remain in
control.

Payments to creditors will be funded from cash on hand,
contributions from Mr. Haas and other insiders, and ongoing
operations.

The Fourth Amended Plan is a product of the Debtor's negotiations
with various creditors, including the Official Committee of
Unsecured Creditors.  The Creditors Committee is asking unsecured
creditors to vote in favor of the Plan.

Pursuant to the Plan Settlement, the Debtor, Mr. Haas and other
insiders will make payments to the plan administrator to holders of
allowed unsecured claims equal to 50% of the total amount of the
claims.  Payment of the plan settlement will begin on the effective
date of the Plan, with a minimum initial payment of $300,000.  All
Plan settlement payments must be completed by the third anniversary
of the Effective Date.  In the event that the Debtor, Mr. Haas
and/or other releasees make accelerated payments such that not less
than 95% of the plan settlement payment is paid on or prior to the
second anniversary, the plan administrator will "forgive" the
remaining 5% balance.

Pursuant to the settlement, in exchange for Mr. Haas' new value
contribution, he will retain his equity interests in the Debtor.

The Plan estimates unsecured creditors will receive 45% to 50% on
account of their allowed claims, which amount is greater than the
0% that unsecured creditors would expect under a Chapter 7
liquidation.

A copy of the court-approved Fourth Amended Disclosure Statement
dated April 2, 2015, is available for free at:

         http://bankrupt.com/misc/Haas_Env_4th_Am_DS.pdf

                      About Haas Environmental

With corporate offices located at Vincentown, New Jersey, Haas
Environmental, Inc., performs industrial cleaning and maintenance
at steel mills, and provides support services to companies involved
in "fracking" operations.  The company's steel mill operations are
located in Trinity, Alabama; Armorel, Arkansas; and Burns Harbor,
Indiana.  Eugene Haas is the president.

Haas Environmental filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-27297) on Aug. 6, 2013.  Judge Kathryn C. Ferguson presides
over the case.  The Debtor disclosed $10.1 million in assets and
$11.6 million in liabilities as of the Chapter 11 filing.  

The Debtor tapped Cozen O'Conner as counsel from the Petition Date
through Dec. 8, 2013, and Sherman Silverstein from Dec.9, 2013 to
the present.  Woodworth & St. John is the Debtor's accountant;
Guida Realty is the realtor to assist with the sale of the
Seubenville, Ohio property; and Kennen & Kennen, Inc. as realtor
for the sale of the Glen Dale property.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as counsel
for the Official Committee of Unsecured Creditors.  EisnerAmper LLP
serves as the Committee's financial advisor.


HALCON RESOURCES: Moody's Revises PDR to 'Caa2-PD/LD'
-----------------------------------------------------
Moody's Investors Service affirmed Halcon Resources Corporation's
Caa2 Corporate Family Rating and revised the Probability of Default
Rating to Caa2-PD/LD from Ca-PD. The Speculative Grade Rating of
SGL-3 is unchanged. Moody's also affirmed the second lien notes' B2
rating and the existing senior unsecured notes' Caa3 rating,
including the rating of the senior unsecured notes that did not
participate in the debt for equity exchange. The rating outlook
remains negative.

Moody's considers Halcon's $70.7 million debt for equity exchange
that closed on April 28, 2015, cumulative with the $116.5 million
debt for equity exchange closed on April 13, 2015 as a distressed
exchange for its senior unsecured debt, which is an event of
default under Moody's definition of default. Subsequently, an
exchange of another $40 million of senior unsecured notes for
equity closed on April 29, 2015. Moody's appended the revised
Caa2-PD PDR with an "/LD" designation indicating limited default,
which will be removed three business days thereafter.

Revisions:

Issuer: Halcon Resources Corporation

  -- Probability of Default Rating, Revised to Caa2-PD /LD from
     Ca-PD

Outlook Actions:

Issuer: Halcon Resources Corporation

  -- Outlook, Remains Negative

Affirmations:

Issuer: Halcon Resources Corporation

  -- Corporate Family Rating (Local Currency), Affirmed Caa2

  -- Senior Secured Second Lien Notes, Affirmed B2 (LGD2)

  -- Senior Unsecured Notes, Affirmed Caa3 (LGD changed to LGD5
     from LGD4)

Moody's affirmed Halcon's Caa2 CFR consistent with its previously
indicated assessment of Halcon's debt for equity exchange and its
issuance of second lien notes as discussed in Moody's press release
dated April 21, 2015. The affirmation reflects Halcon's improved
liquidity over the intermediate term to withstand low oil prices.
Approximately $187.2 million of aggregate principal amount of the
existing 9.75% notes were validly tendered and exchanged for
Halcon's equity, and approximately $40 million of aggregate
principal amount of the existing 8.875% notes were validly tendered
and exchanged for Halcon's equity.

Halcon's Caa2 CFR reflects growing risk for the company's business
profile because of high leverage. Moody's expects Halcon's
debt-to-average daily production metric to exceed $90,000 per
barrel of oil equivalent (boe) per day and debt-to-proved developed
(PD) reserves figure to exceed $45 per boe over the next 12 months.
These leverage metrics do not incorporate improvement from any
further reduction in debt through future debt-for-equity exchanges.
Halcon's rating also reflects the elevated risk that the company
will find difficulty in growing out of its levered capital
structure as the reduced roughly $400 million capital expenditures
budgeted for 2015 will impact production and EBITDA. Pro forma for
the second lien notes issuance as of December 31, 2014, Halcon has
roughly $1 billion of liquidity including cash and availability
under its revolving credit facility with a $900 million borrowing
base.

Halcon's unsecured notes are rated Caa3, which is one notch below
the company's Caa2 CFR. This notching reflects the priority claim
given to the senior secured revolving credit facility and the
second lien notes. The second lien notes are rated B2, three
notches above Halcon's CFR, reflecting its priority claim over the
unsecured notes. However, the second lien notes could be downgraded
if the proportion of secured debt relative to unsecured debt in the
capital structure is increased.

The negative rating outlook reflects the company's potentially
worsening leverage metrics and its challenges to maintain current
production levels and replace reserves, given low oil prices and
reduced capital expenditures. The outlook could return to stable if
Halcon sufficiently improves its capital structure and leverage
metrics through additional debt exchanges and equity raises.

A downgrade is possible if liquidity falls below $200 million or if
Halcon's production volumes were to decline more than anticipated.
An upgrade will not be considered until the company achieves a
substantial reduction in debt resulting in a more sustainable
capital structure. Retained cash flow to debt sustained above 10%
combined with adequate liquidity could result in a ratings
upgrade.

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

Halcon Resources Corporation is an independent exploration and
production (E&P) company focused on onshore oil and gas production
in unconventional liquids-rich basins and fields. The company
primarily operates in North Dakota and Texas and has its
headquarters in Houston, Texas.


HALCON RESOURCES: S&P Lowers Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Halcon Resources Corp. to 'SD' from 'CCC+'.


S&P also lowered the issue-level rating on the company's senior
unsecured notes to 'SD' from 'CCC-'.  The '6' recovery rating on
the senior unsecured notes is unchanged, reflecting S&P's
expectation of negligible (0% to 10%) recovery in the event of a
conventional default.  The 'CCC' issue-level rating on Halcon's
senior secured second-lien notes is unchanged.  The recovery rating
on the second-lien notes is '5' reflecting S&P's expectation of
modest (10% to 30%; lower half of the range) recovery in the event
of a conventional default.

"The downgrade follows Halcon's announcement that it has concluded
an agreement with holders of portions of its senior unsecured notes
to exchange the notes for common stock," said Standard & Poor's
credit analyst Ben Tsocanos.

S&P views the transaction as a distressed exchange because at the
close of the transaction investors received stock valued at less
than what was promised on the original securities.  S&P also notes
that the total amount of debt-for-equity exchanges the company
announced since the beginning of April reduces its approximately
$3.7 billion of debt by about $250 million, marginally improving
leverage.  In addition, Halcon issued $700 million of senior
secured notes in April, using proceeds to reduce credit facility
borrowing and improving liquidity.

S&P expects to review the corporate credit ratings and issue-level
ratings when S&P assess the likelihood of further debt exchanges as
low.  S&P's analysis will incorporate the company's improved
liquidity position, while still taking into account its challenging
operating environment and high, though marginally improved,
leverage.



HARVEST OPERATIONS: S&P Lowers Sr. Unsecured Notes Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its issue-level
rating on Calgary, Alta.-based Harvest Operations Corp.'s (HOC)
senior unsecured notes due 2017 to 'B' from 'B+'.  Standard &
Poor's also revised its recovery rating on the debt to '4' from
'2'.  The 'B' corporate credit rating and stable outlook on Harvest
are unchanged, as is the 'A+' rating on the senior unsecured notes
due 2018.  The 'A+' rating reflects the full and irrevocable
guarantee provided by Harvest's parent company, Korea National Oil
Corp. (KNOC; A+/Positive/--).

The issue-level downgrade reflects S&P's view that the company's
senior unsecured 2017 noteholders could expect average (30%-50%, in
the higher end of the range) recovery in S&P's simulated default
scenario, which corresponds to a '4' recovery rating.

"The recovery rating revision reflects our expectation that KNOC,
after satisfying the claims of the guaranteed debtholders (both
secured and unsecured), would exercise its right to seek
reimbursement from HOC after making good on the guarantees," said
Standard & Poor's credit analyst Aniki Saha-Yannapoulos.  "As a
result, we have included both the credit facility and the 2018
notes in the recovery waterfall, leading to a reduced recovery for
the 2017 noteholders," Ms. Saha-Yannopoulos added.

The ratings on HOC reflect Standard & Poor's view of the company's
weakened production economics metrics, its weak profitability
profile, and deteriorated cash flow adequacy and leverage metrics.
S&P believes the organic growth potential inherent in HOC's
conventional and in-situ bitumen reserves, which could support
drill-bit-related reserves and production growth, offset these
weaknesses somewhat.

The stable outlook on Harvest reflects S&P's view that the
company's business and financial risk profiles, although weakened
from S&P's previous assessments, should not change during its 2015
outlook period.  Based on S&P's forecast of HOC's spending during
the 2015-2016 forecast period, it expects its cash flow adequacy
and leverage metrics, specifically its three-year weighted average
debt to EBITDA, will remain at about 7x, which is consistent with a
"highly leveraged" financial risk profile.  Given the expected
capital spending during S&P's cash flow forecast period, it do not
expect HOC's business risk profile to either strengthen or
deteriorate.

S&P could lower the rating if HOC's business risk profile
deteriorated because of continued asset dispositions, such that it
materially weakened the scale, scope, and diversity of the
company's upstream operations.  A negative rating action could also
occur if Harvest's liquidity position deteriorated from S&P's
current assessment.

Although S&P do not believe a positive rating action is likely
through 2016, it could raise the rating if HOC's financial risk
profile strengthened materially relative to S&P's forecasts.
Specifically, if the company's fully adjusted weighted-average debt
to EBITDA fell and stayed below 4x, and funds from
operations-to-debt increased and we expected it to remain above
20%, and Harvest's financial risk profile strengthened sufficiently
to support a 'B+' rating, assuming all other factors are unchanged.
A positive rating action could also occur if HOC's operating
efficiency and overall profitability profile strengthens.



HHH CHOICES HEALTH: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: HHH Choices Health Plan, LLC
                2100 Bartow Avenue, Suite 310
                Bronx, NY 10475

Case Number: 15-11158

Type of Business: Health Care

Involuntary Chapter 11 Petition Date: May 4, 2015

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

Judge: Hon. Michael E. Wiles

Petitioners' Counsel: Marc A. Pergament, Esq.
                      WEINBERG, GROSS & PERGAMENT, LLP
                      400 Garden City Plaza, Suite 403
                      Garden City, NY 11530
                      Tel: (516) 877-2424
                      Fax: (516) 877-2460
                      Email: mpergament@wgplaw.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
The Royal Care, Inc.          Services rendered     $772,761
6323 14th Avenue
Brooklyn, NY 11219

Amazing Home Care Services,   Services rendered   $1,178,751
LLC
1601 Bronxdale Avenue
Bronx, NY 10462

InterGen Health LLC           Services rendered      $42,298
1601 Bronxdale Avenue
Bronx, NY 10462


HII TECHNOLOGIES: MaloneBailley Expresses Going Concern Doubt
-------------------------------------------------------------
HII Technologies, 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 recurring losses and has a working capital deficit.

The Company reported a net loss of $2.40 million on $35.4 million
in revenues for the year ended Dec. 31, 2014, compared with a net
loss of $1.20 million on $14.6 million of revenues in the same
period last year.

The Company's balance sheet at Dec. 31, 2014, showed $38.6 million
in total assets, $31.3 million in total liabilities, and
stockholders' equity of $7.34 million.

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

                        http://is.gd/gJ4iAZ

HII Technologies, Inc., is a Houston-based oilfield services
company focused on commercializing technologies and providing
services in frac water management, safety services and portable
power used by exploration and production companies in the United
States.  HII Technologies primarily operates in the Southwest
region of the U.S.



HOLDER GROUP: Cash Use Stipulation Approved
-------------------------------------------
The Holder Group Sundance, LLC, won approval of the bankruptcy
court of an amended stipulation with Plumas Bank and Nevada State
Bank that allows the Debtor to use cash collateral:

As of Feb. 9, 2015, the Debtors owed $2.81 million in principal
under a Plumas note, and $2.16 million in principal under an NSB
note.  The notes are both secured by three parcels of real property
owned by the Debtor commonly known as 33 West Winnemucca Boulevard,
Winnemuca, Navada.

The amended stipulation provides:

   -- The Debtor will be entitled to use cash collateral to pay the
progressive slot in the amount of $3,127 from its cash on hand;

   -- The cash collateral budget is amended to provide for the
adequate protection payments to the bank;

   -- To protect the interest of each bank in all cash collateral,
the Debtor consents to the creation of and grants to Plumas Bank
and Nevada State Bank a postpetition replacement lien to the extent
of cash collateral;

   -- The Debtor will keep all taxes associated with the property
and ownership, management and operation of the casino current; and

   -- The Debtor further agreed that it will keep insured and
properly care for the property and that it will designate both
banks, or their assigns as the sole loss payees on insurance
policies covering the property.

A copy of the order and budget is available for free at:

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

Plumas Bank is represented by Wolf, Rifkin, Shapiro, Schulman &
Rabkin, LLP.

Nevada State Bank is represented by:

         Stephanie T. Sharp, Esq.
         ROBISON, BELAUSTEQUI, SHARP & LOW
         A Professional Corporation
         71 Washington Street
         Reno, NV 89503
         Tel: (775) 329-3151
         Fax: (775) 329-7169
         E-mail: ssharp@rbsllaw.com

               About The Holder Group Sundance

Reno, Nevada-based The Holder Group Sundance, LLC, filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 15-50157) on
Feb. 9, 2015.  The petition was signed by Harold D. Holder Sr.,
the
manager.  Stephen R Harris, Esq., at Harris Law Practice LLC
serves
as the Debtor's counsel.  

The Debtor disclosed in an amended schedules, $10,413,690 in assets
and $5,845,301 in
liabilities as of the Chapter 11 filing.



HORIZON GLOBAL: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned Horizon Global Corporation a
Corporate Family Rating of B2 and Probability of Default Rating of
B2-PD. Moody's also assigned a B2 rating to Horizon's $215 million
senior secured term loan due 2022. The Speculative Grade Liquidity
(SGL) Rating was assigned at SGL-3. The rating outlook is stable.

Horizon is the spin-off of TriMas Corporation's ("TriMas") Cequent
businesses (manufacturers of automotive accessories for light and
recreational vehicles). Horizon intends on using proceeds from the
$215 million term loan to pay a one-time dividend to TriMas. In
addition to the term loan, Horizon will be entering into a $100
million ABL revolving credit facility due 2020 (unrated by Moody's)
for working capital needs. The transaction is expected to close in
mid-2015.

Horizon Global Corporation:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2-PD

  -- $215 million senior secured term loan due 2022 at B2 (LGD4)

  -- Speculative Grade Liquidity Rating at SGL-3

Horizon's B2 CFR reflects its high leverage, modest EBITA /
interest coverage, low EBITA margins, modest scale, and niche
product focus. These considerations are somewhat mitigated by the
company's established market and brand positions within its two
largest markets (the US and Australia), a broad portfolio offering
within an otherwise narrow space, in addition to diversification
across sales channels, end markets, and customers. Pro forma for
the spin-off, Horizon's leverage approximated 5.5x on a Moody's
adjusted basis as of December 31, 2014 (of the company's $308
million of Moody's adjusted total debt, approximately $91 million
is attributable to operating leases) and we estimate that EBITA /
interest coverage would have been under 2.0x.

Margin growth over the intermediate-term is expected to be
constrained by the highly fragmented nature of the industry in
which the company operates resulting in limited pricing power. In
addition, we expect profit margin growth to be limited as many of
the efficiencies gained from recent acquisition have been
incorporated in the company's fiscal year 2014 results. Horizon
maintains a number of recognized brands and product offerings which
Moody's expects to be optimized over the intermediate-term.
However, these actions, along with transitioning the company's
operations away from TriMas will challenge management's ability to
increase EBITA margins significantly above the 5.7% margin
(including Moody's standard adjustments) achieved in 2014.

Horizon's SGL-3 rating reflects Moody's expectation for the company
to have an adequate liquidity profile over the next 12 to 18
months. As of December 31, 2014, the company had a cash balance of
approximately $6 million and we expect a similar amount to be
maintained at the close of the debt financing transactions. Given
the challenges noted above, we anticipate free cash flow generation
over the next 12 to 18 months to be around breakeven. The term loan
will have nominal amortization of 1% per year. At closing, we
expect the $100 million ABL revolver to be undrawn. The term loan
will not have financial covenants while the ABL facility will have
a springing fixed charge coverage ratio covenant based on excess
availability. The company also currently maintains a revolver at an
Australian subsidiary in the amount of approximately $16 million
(USD-equivalent amount as December 31, 2014) which contains
financial covenants.

The B2 rating of the company's $215 million senior secured term
loan due 2022 is at the same level as its CFR reflecting the term
loan's preponderance in the capital structure and its junior
position with respect to the ABL collateral behind the revolver.

Factors that could support a higher rating include debt / EBITDA
decreasing under 4.0x, EBITA / interest increasing above 2.25x, and
EBITA margins above 7%. Demonstrated success in diversifying its
revenue from its large concentration in the US and Australia would
also benefit the rating.

Factors that could result in a lower rating include debt / EBITDA
in the 6x area, EBITA / interest under 1.5x, and EBITA margins
below 5%. Other factors that could result in downward pressure on
the rating include a decline in market position within its key
markets, the US and Australia, free cash flow being applied towards
equity distributions at the expense of reducing leverage, or
significant debt-financed acquisitions.

The principal methodology used in these ratings was Global
Automotive Supplier Industry 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.

Horizon Global Corporation, headquartered in Bloomfield Hills,
Michigan, is a manufacturer and distributor of towing, trailer and
cargo management products for the automotive market. During 2014,
Horizon generated approximately $612 million of revenue.


HORIZON GLOBAL: S&P Assigns 'B' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' corporate credit rating to Michigan-based auto supplier Horizon
Global Corp.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $215 million senior
secured term loan B.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; at the lower end of the range)
recovery in the event of a payment default.

The transaction also includes an unrated $100 million senior
secured ABL revolving credit facility due 2020, which will be
undrawn at close.

"Our ratings on Horizon reflect the numerous industry risks
automotive suppliers face, including volatile demand, high fixed
costs, intense competition, and the potential for severe pricing
pressure," said Standard & Poor's credit analyst Naomi Dsouza.

S&P's assessment of Horizon's business risk profile incorporates
the company's modest size and exposure to highly cyclical
end-markets, which is exacerbated by its high level of operating
leverage.  Demand for Horizon's primary products is discretionary.
In S&P's view, the company's products do not command a meaningful
price premium relative to larger Tier-1 auto suppliers' (towing and
trailering products comprise roughly 81% of its sales).  This makes
the company more vulnerable to economic downturns and future
pricing pressure from large customers.  The company's EBITDA
margins are in the low-end of the 9%-15% range that S&P considers
as average for auto suppliers.

The stable outlook reflects S&P's expectations that Horizon will
maintain its debt-to-EBITDA below 5x and generate positive free
operating cash flow in the year ahead as it transitions into a
stand-alone enterprise.  For now, S&P believes that macro-economic
factors, including low-single-digit GDP growth and declining
unemployment levels support S&P's base-case assumptions over the
next 12 months.

S&P could lower the rating if the company's free operating cash
flow generation turns negative for consecutive quarters and
significantly decreases its liquidity, or if its debt-to-EBITDA is
likely to surpass 5x on a sustained basis.  This could be because
of a weaker-than-expected U.S. economy that stifles demand, or
managerial action to pursue debt-financed acquisitions before
demonstrating a track record of reducing leverage towards the
stated targets.  This could also occur if Horizon's EBITDA margins
stay below 9% on a sustained basis as a result of
greater-than-anticipated competitive pressure and a potentially
sharp increase in lower priced, private label brands in the highly
profitable retail channel.

Although unlikely, S&P could raise the rating during the next 12
months if Horizon is able to generate incremental cash and lower
its debt sooner than currently planned and S&P believes that its
debt-to-EBITDA will remain below 5x over a normal economic cycle.
This could occur if its end-markets grow faster than currently
forecasted, possibly through the expansion of its existing
distribution channels.  Another factor that could lead S&P to
consider an upgrade would be if Horizon makes progress toward
achieving EBITDA margins of over 11% on a sustainable basis because
of supply chain and operating efficiencies as a stand-alone
entity.



HORIZON VILLAGE: Plan Still Being Contested by Wells Fargo
----------------------------------------------------------
In a brief filed April 24, Horizon Village LLC asked Judge Mike K.
Nakagawa to approve its Amended Reorganization Plan and overrule
Wells Fargo Bank, N.A's objection as the basis for denying
confirmation of the previous iteration of the Plan has been
resolved.

Wells Fargo says that notwithstanding that the Debtor has been
languishing in Chapter 11 in four years, and the changes to the
amendments to the plan, the Court should deny confirmation of the
Plan as the Debtor as the Debtor remains intent on extracting as
much from the bank as possible, notwithstanding the concessions
provided by the bank.

Judge Nakagawa scheduled the confirmation hearings to begin April
28.  As of May 4, 2015, no order approving or rejecting the Plan
has been entered.

                        Changes to Plan

The Court previously considered confirmation of Debtor's initial
plan of reorganization.  On Nov. 13, 2014, the Court entered its
Memorandum Decision on the Initial Plan wherein it determined that:
(i) the value of Debtor's real property is $10,845,000, which is
less than Wells Fargo's asserted claim, thereby resulting in Wells
Fargo having a secured and an unsecured claim; (ii) the appropriate
interest rate under Section 1129(b)(2)(A)(i) for the secured
portion of Wells Fargo's claim is 4.25% per annum; (iii) the
appropriate interest rate under Section 1129(b)(2)(B)(i) for the
unsecured portion of Wells Fargo's claim is not less than 5.00%;
and (iv) the Initial Plan's failure to provide the foregoing
interest rates and to separately classify the Secured Lender's
deficiency claim did not satisfy the requirements of Sections 1122
and 1129(b) and on that basis, denied confirmation of the Initial
Plan.

On Dec. 24, 2015, the Debtor filed its Amended Plan of
Reorganization to correct the deficiencies cited in the Memorandum
Decision by: (i) providing that Wells Fargo's secured claim is
$10,845,000, which is the value determined by the Bankruptcy Court;
(ii) providing interest on Wells Fargo's secured claim at the rate
of 4.25% per annum; (iii) increasing the interest rate on the
general unsecured claims and Wells Fargo's deficiency claim to 5.5%
per annum; (iv) and separately classifying Wells Fargo's secured
and deficiency claims.  The remaining provisions of the Initial
Plan were not altered.

Thereafter, Debtor and Wells Fargo entered into a stipulation
wherein they agreed for the purpose of these Plan proceedings that:
(i) the Secured Interest Rate of 4.25% satisfies the "market rate
of interest" requirement of Section 1129(b)(2)(A)(i); (ii) the
value of the Real Property, consistent with the Court's
determination, is at least $10,845,000; (iii) Wells Fargo is an
oversecured creditor without a deficiency claim; (iv) feasibility
of the Plan, pursuant to Section 1129(a)(11), will not be
challenged by Secured Lender; and (v) good faith of the Plan,
pursuant to Section 1129(a)(3), will not be challenged by Secured
Lender.  The Stipulation also required Debtor to file a revised
plan incorporating these stipulations.

On April 15, 2015, in accordance with the Stipulation, the Debtor
filed the Plan, which made these revisions: (i) treated the Secured
Lender Claim as fully secured (i.e., removed the deficiency claim);
and (ii) changed the previously contemplated deficiency claim
payment to a principal reduction payment for the Secured Lender
Claim.  A red-lined copy of the Amended Plan dated April 15, 2015,
is available for free at:

    http://bankrupt.com/misc/Horizon_V_Am_Plan_Apr2015.pdf

         Debtor Says WF Seeks Another Bite of the Apple

According to Talitha Gray Kozlowski, Esq., at Gordon Silver,
counsel to the Debtor, of the issues identified by the Court as the
basis for denying confirmation of Debtor's Initial Plan, each has
been resolved through either the Stipulation or the Plan
amendments.

Notwithstanding the foregoing, the Debtor complains that Wells
Fargo seeks to take another bite at the apple by objecting to Plan
provisions that are identical to provisions in the Initial Plan
irrespective of the fact that this Court did not previously find
such provisions to provide a basis for denial of confirmation of
the Initial Plan and where the Court confirmed identical provisions
in the plan filed by Beltway One Development Group, LLC (Case No.
11-21026-MKN).  Specifically, Wells Fargo now objects that:

   (i) the Plan, in violation of Section 1129(a)(1), fails to
comply with Section 524(e) as a result of the alleged "cure"
provision in Section 4.1.3 of the Plan; however, not only was
Section 4.1.3 included in the Initial Plan, identical language was
included in the confirmed Beltway Plan;

  (ii) the Plan, in violation of Sections 1129(a)(5) and 1123(a)(7)
fails to meet the disclosure requirements relating to Debtor's
proposed post-Effective Date management, and further, the proposed
post-Effective Date management is inconsistent with the creditors'
interests and public policy; however, Debtor's management has not
changed since the Initial Plan and the same principals provide the
management under the confirmed Beltway Plan; and

(iii) the Plan's treatment of the Secured Lender Claim is not
"fair and equitable" because it does not place restrictions on
Reorganized Debtor's use of cash, and it removes certain
of the loan covenants from the original Loan Documents; however,
again, the exact same language was included in the Initial Plan and
identical language was included in the confirmed Beltway Plan.

Thus, according to Ms. Kozlowski, the Debtor has resolved the
Court's concerns raised in the Memorandum Decision with regard to
the Initial Plan and Secured Lender is simply seeking to re-argue
positions that the Court did not find persuasive during the
confirmation hearing on the Initial Plan or during the confirmation
hearing on the Beltway Plan.  As the Plan satisfies all of the
requirements of Section 1129, the Debtor requests that the Plan be
confirmed.

A copy of the Debtor's brief in support of confirmation of the Plan
is available for free at:

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

A copy of Todd Nigro's brief in support of confirmation of the Plan
is available for free at:

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

                WF: Debtor Shifting Entire Risk

Wells Fargo Bank notes that the Debtor has been in bankruptcy for
nearly four years.  After the Court's denial of confirmation of the
Debtor's initial plan, Wells Fargo engaged in discussions with the
Debtor to narrow certain issues that would allow the Debtor to
propose a confirmable chapter 11 plan and finally exit this
bankruptcy case.  For purposes of confirmation only, the parties
stipulated to, among other things, the minimum value of the bank's
real property collateral, and that Wells Fargo would not contest
certain requirements for confirmation of the plan.

Counsel to Wells Fargo, Bryce Suzuki, Esq., at Bryan Cave LLP,
notes that notwithstanding Wells Fargo's concessions on various
issues, the Debtor remains intent on extracting as much from the
bank as possible and, as such, has proposed a plan that provides
for treatment of the bank's claim that fails the Section 1129(b)
fair and equitable test.  In particular, according to Mr. Suzuki,
the Debtor's proposed plan would improperly shift the entire risk
of reorganization to Wells Fargo by repaying the more than $11
million debt owing to the bank based on a 30-year amortization
while the Debtor retains more than $1.2 million of the bank's cash
collateral, reserving the right to make unfettered distributions to
equity and omitting any restrictions on the Debtor's use of cash
collateral, failing to provide the bank with an appropriate paydown
from the Debtor's cash on hand, and stripping all of the "financial
covenant" protections under the operative loan documents.  Under
the proposed plan, insider management -- consisting of the Debtor's
largest equity holder -- would continue to control the Debtor and
make all decisions with respect to Wells Fargo's cash collateral,
including whether to distribute cash to itself prior to
satisfaction of the indebtedness to Wells Fargo. The Debtor's
proposed plan also inappropriately purports to "cure" the Debtor's
defaults under its loan from the bank, Mr. Suzuki tells the Court.

Wells Fargo has filed a motion seeking relief from the automatic
stay or dismissal of the case in the event the Court again declines
to confirm the Debtor's plan.  Here, the Debtor is again
overreaching and its proposed plan cannot be confirmed, Wells Fargo
avers.

A copy of Wells Fargo's objection to confirmation of the Amended
Plan is available at:

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

A copy of Wells Fargo VP Kevin Haley's declaration in support of
Wells Fargo's objection is available for free at:

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

                      About Horizon Village

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.  The Hon. Mike K. Nakagawa of the U.S.
Bankruptcy Court for the District of Nevada on Nov. 18, 2011,
entered a final decree closing the Chapter 11 case of Ten Saints
LLC.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to
$10 million each for Nigro HQ; and from $10 million to $50 million
in both assets and debts for Horizon Village, Ten Saints and
Beltway One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.

Horizon Village Square and Wells Fargo have submitted competing
Chapter 11 plans.


HORIZON VILLAGE: Stipulation Reached on Plan Issues
---------------------------------------------------
Ahead of the confirmation hearing on Horizon Village LLC's Amended
Reorganization Plan, the Debtor and Wells Fargo Bank, N.A entered
into a stipulation to streamline the presentations during the
hearing and avoid re-litigating issues previously decided by the
Court.

The Debtor and Wells Fargo agreed for purposes of the plan
proceedings that:

   (i) the Secured Interest Rate of 4.25% satisfies the "market
rate of interest" requirement of Section 1129(b)(2)(A)(i).  The
Court ruled in its Nov. 13, 2014 Memorandum Decision that the
appropriate rate of interest applicable to Wells Fargo's secured
claim was 4.25%.

  (ii) the minimum value of the bank's real property collateral,
consistent with the Court's determination, is at least $10,845,000.
In the Memorandum Decision, the Court ruled the as-is, fair market
value of the real property and improvements owned by the Debtor was
$10,845,000.

  (iii) Wells Fargo is an oversecured creditor without a deficiency
claim;

   (iv) The Debtor will file a plan modification or amendment to
eliminate any plan provisions providing for an unsecured deficiency
claim held by Wells Fargo.

   (v) Feasibility of the Plan, pursuant to Section 1129(a)(11),
will not be challenged by Wells Fargo; and

  (vi) Good faith of the Plan, pursuant to Section 1129(a)(3), will
not be challenged by Wells Fargo.

  (vii) Issues regarding the extent of the bank's lien in the
Debtor's cash and the bank's entitlement to default interest and
fees will be deferred until after the confirmation hearing.  The
parties agree that Wells Fargo's allowed claim in the Debtor's case
includes the amount of $11,225,639 as set forth in Wells Fargo's
proof of claim filed Nov. 15, 2011.  Wells Fargo also asserts an
entitlement to, and the Debtor contests Wells Fargo's asserted
entitlement to: (a) pre- and post-petition attorneys' and other
professionals' fees, which issue is not resolved pursuant to this
Stipulation, and (b) post-petition default interest, late fees, and
other charges.

All issues and matters not expressly addressed in the Stipulation
are reserved for the Confirmation Hearing, and Wells Fargo's right
to object to confirmation of the Plan on any basis not addressed in
this Stipulation is expressly preserved.

Wells Fargo's attorneys can be reached at:

         Robert J. Miller, Esq.
         Bryce Suzuki, Esq.
         BRYAN CAVE LLP
         Two North Central Avenue, Suite 2200
         Phoenix, AZ 85004-4406
         Telephone: (602) 364-7000
         Facsimile: (602) 364-7070
         E-mail: rjmiller@bryancave.com
                 bryce.suzuki@bryancave.com

                   - and -

         Michael F. Lynch, Esq.
         LYNCH LAW PRACTICE, PLLC
         8275 S. Eastern Avenue, Suite 200
         Las Vegas, NV 89123
         Telephone: (702) 413-8282 (direct)
         Facsimile: (702) 543-3279
         E-mail: michael@lynchlawpractice.com

The Debtor's attorneys can be reached at:

         GORDON SILVER
         Gerald M. Gordon, Esq.
         Talitha Gray Kozlowski, Esq.
         Candace C. Clark, Esq.
         3960 Howard Hughes Pkwy., 9th Floor
         Las Vegas, NV 89169
         Telephone (702) 796-5555
         Facsimile (702) 369-2666
         E-mail: ggordon@gordonsilver.com
                 tkozlowski@gordonsilver.com
                 cclark@gordonsilver.com

                      About Horizon Village

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.  The Hon. Mike K. Nakagawa of the U.S.
Bankruptcy Court for the District of Nevada on Nov. 18, 2011,
entered a final decree closing the Chapter 11 case of Ten Saints
LLC.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to
$10 million each for Nigro HQ; and from $10 million to $50 million
in both assets and debts for Horizon Village, Ten Saints and
Beltway One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.

Horizon Village Square and Wells Fargo have submitted competing
Chapter 11 plans.


HORIZON WELL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Horizon Well Service LLC,
        a New Mexico limited liability company
        PO Box 1251
        Hobbs, NM 88241

Case No.: 15-11137

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. Robert H. Jacobvitz

Debtor's Counsel: Bonnie P. Bassan, Esq.
                  MOORE, BERKSON, BASSAN & BEHLES P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                   - and -

                  Daniel J Behles, Esq.
                  MOORE, BERKSON, BASSAN & BEHLES P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: dan@behles.com

                   - and -

                  Arin Elizabeth Berkson, Esq.
                  MOORE, BERKSON, BASSAN & BEHLES, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                   - and -

                 George M Moore, Esq.
                 MOORE, BERKSON, BASSAN & BEHLES P.C.
                 3800 Osuna Rd NE, STE #2
                 Albuquerque, NM 87109
                 Tel: 505-242-1218
                 Fax: 505-242-2836
                 Email: mbglaw@swcp.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin White, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb15-11137.pdf


HT INTERMEDIATE: Moody's Raises CFR to 'B2', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded HT Intermediate Holdings Corp.'s
("Hot Topic") Corporate Family Rating to B2 from B3 and the
Probability of Default Rating to B2-PD from B3-PD. Moody's also
upgraded the company's senior secured notes to B1 from B2, and the
senior unsecured HoldCo notes to Caa1 from Caa2. The outlook
remains stable.

The upgrade to B2 reflects Hot Topic's strengthened liquidity
following the announced sale of Torrid, with pro-forma cash balance
of $89 million and better positive free cash generation due to
lower CapEx spending. The upgrade also reflects Hot Topic's
improved credit metrics as a result of strong recent operating
performance. Moody's views the sale as a slightly deleveraging
transaction.

Moody's took the following rating actions on HT Intermediate
Holdings Corp.:

  -- Corporate Family Rating to B2 from B3;

  -- Probability of Default Rating to B2-PD from B3-PD;

  -- $110 million senior Holdco PIK toggle notes due 2019 to Caa1
     (LGD6) from Caa2 (LGD6).

Moody's took the following rating actions on Hot Topic, Inc.:

  -- $355 million 9.25% senior secured notes due 2021 to B1
     (LGD3) from B2 (LGD3).

On May 1, 2015, Hot Topic announced the sale of its Torrid business
to a newly formed affiliate of Sycamore Partners for $55 million in
cash proceeds. Hot Topic plans to sign a 10-year Transition
Services Agreement, according to which it will receive
approximately $45 million per year from Torrid in exchange for
providing back-office support. The company also plans to make
certain amendments to its asset-based revolver credit agreement,
including providing consent for the Torrid transaction, reducing
the maximum borrowing amount to $50 million from $75 million and
removing the springing fixed charge coverage ratio covenant.

The ratings are subject to receipt and review of final transaction
documentation.

Hot Topic's B2 Corporate Family Rating reflects the company's high
leverage, aggressive financial policies, relatively small scale,
and reliance on mall traffic and discretionary spending primarily
of 18-24 year olds. At the same time, the rating considers Hot
Topic's good near-term liquidity and relatively low fashion risk.
The Hot Topic concept has demonstrated several years of same-store
growth despite declines in mall traffic, as a result of initiatives
such as broadening its assortment, better inventory planning and
allocation, increased exclusive licenses, and expansion of
categories within licenses. Moody's believes this momentum is
sustainable in the near term and expects the company to achieve
debt/EBITDA of high-5 times and EBITA/interest expense of mid-1
times in fiscal 2015 for the stand-alone Hot Topic entity, compared
to 6.2 times and 1.25 times respectively based on preliminary
full-year 2014 results.

The stable outlook incorporates Moody's expectation that the
company will maintain a good liquidity position and sustain
low-single-digit comparable store sales increases, profitable store
openings, and margin expansion.

Ratings could be downgraded if the company's operating performance
shows signs of sustained weakening due to declines in consumer
discretionary spending, heightened competition, or execution
missteps. The ratings could also be downgraded if liquidity erodes
for any reason or as a result of any shareholder friendly actions,
such as dividend distributions. Quantitatively, ratings could be
lowered with expectations for debt/EBITDA sustained above 6.0 times
or EBITA/interest expense sustained below 1.25 times.
Ratings could be upgraded if the company achieves and maintains
debt/EBITDA below 4.5 times and EBITA/interest expense above 2
times, while maintaining good liquidity. An upgrade would also
require a commitment to a more conservative financial policy.

The principal methodology used in this rating was the Global Retail
Industry 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.

HT Intermediate Holdings Corp. ("Hot Topic") through its operating
subsidiary Hot Topic, Inc., is a City of Industry, CA-based
specialty retailer. Prior to the sale of Torrid, the company
operated 669 Hot Topic stores and 287 Torrid stores as of February
1, 2015. Revenues for the year ended February 1, 2015 were
approximately $947 million, or $650 million for the stand-alone Hot
Topic concept. The company is majority-owned by Sycamore Partners
since the leveraged buyout in June 2013.


HT INTERMEDIATE: S&P Affirms B Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on California-based specialty apparel retailer HT
Intermediate Holdings Corp.  The outlook is stable.

At the same time, S&P affirmed the 'B' issue-level rating on the
senior secured notes and 'CCC-' issue-level rating on the
pay-in-kind (PIK) toggle notes.  The '4' recovery rating on the
senior secured notes remains unchanged and indicates S&P's
expectation of modest recovery on the high end of the 30% to 50%
range.  The '6' recovery rating on the PIK toggle notes is also
unchanged and indicates S&P's expectations for negligible recovery
(0% to 10%).

"We view the sale of Torrid as neutral to the overall rating. The
transaction has a slightly negative impact to our assessment of the
company's business risk, with weakened scale and brand diversity as
the company will have one brand that accounts for virtually all
sales," said credit analyst Mathew Christy.  "Torrid was also the
growth vehicle of the company, and although the brand does not
currently generate an operating profit, we believe it has good
profit growth potential in an underpenetrated, niche plus-size
market.  However, the company's EBITDA margin will meaningfully
improve and become more stable following this transaction as the
Torrid concept requires high investments and does not currently
generate an operating profit."

The stable outlook reflects S&P's expectation that the company will
maintain relatively stable credit protection measures over the next
12 months given the improved margins and increased stability in
profitability following the sale of Torrid.  However, sizeable and
sustained improvement in Hot Topic's credit metrics seems less
likely over time, given the private ownership of the company and
possibility of another dividend or that the company could be sold
to another private equity firm in the next two to three years.

S&P could lower the ratings if performance weakens because of weak
consumer spending or merchandising issues causing leverage to
increase to more than 5.5x and constraining the company's ability
to generate positive free operating cash flow.  S&P believes a
400-basis-point decline in gross margin from the current level
coupled with a 30% decline in revenue growth following the sale of
Torrid (revenue growth of 2.5% on a pro forma basis for just the
Hot Topic brand) would result in total debt to EBITDA increasing to
5.6x.  Also, any additional dividend payments that cause credit
protection measures to weaken and leverage exceeding this threshold
could also have a negative effect on the rating.

S&P could raise the ratings if the company is able to improve
credit metrics more than it has forecasted, with debt to EBITDA
below 4.0x and FFO/debt in the mid- to high-10% range on a
sustained basis.  And this is supported by S&P's expectation that
the likelihood of re-leveraging has greatly diminished.  In that
case, S&P would revise its assessment of the company's financial
policy score to the more favorable financial sponsor-5 (FS-5) from
financial sponsor-6 (FS-6) as part of an upgrade.



HYLAND SOFTWARE: S&P Affirms 'B' Rating on Senior Secured Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Westlake, Ohio-based enterprise content management (ECM)
software developer Hyland Software Inc.'s senior secured term loan
to '4' from '3' following the company's proposal to upsize the $470
million senior secured term loan by $130 million from the original
proposal of $100 million.  The '4' recovery rating indicates S&P's
expectation for average (30%-50%; higher half of the range)
recovery in the event of a default.  The 'B' issue-level rating on
the debt remains unchanged, in accordance with S&P's notching
criteria.

S&P expects the company to use proceeds primarily to fund a
dividend.  Leverage pro forma for the upsizing increases to roughly
5.7x from 5.4x.

The upsizing does not affect S&P's 'B' corporate credit rating or
stable outlook on the company.  Hyland is a developer of ECM
software, which allows users to capture, store, and manage large
quantities of unstructured and structured data.

RATINGS LIST

Ratings Affirmed; Recovery Rating Revised
                                           To               From
Hyland Software Inc.
Senior Secured                            B                  
  Recovery Rating                          4H               3L



INTEGRA TELECOM: S&P Retains 'B+' Loan Rating on $100MM Add-On
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level rating
on Portland, Ore.-based competitive local exchange carrier (CLEC)
Integra Telecom Inc.'s first-lien senior secured term loan remains
'B+' following the announcement that the company plans to increase
the size of the term loan by $100 million to $673 million.  The
'B+' issue-level rating is the same as the corporate credit rating.
The recovery rating on this debt is '3', which indicates S&P's
expectation for meaningful (50%-70%, at the lower end of the range)
recovery of principal in the event of payment default.  The company
is also seeking to extend the maturity date by one year to 2020 and
reset the first-lien financial covenant with an expected 30% EBITDA
cushion.

Integra will use proceeds from the add-on first-lien term loan to
reduce amounts outstanding on its second-lien senior secured term
loan due 2020 by about $100 million.  The issue-level rating on
this debt is 'B-' with a '6' recovery rating, which indicates S&P's
expectation for negligible (0%-10%) recovery of principal in the
event of payment default.

S&P do not expect the transaction to have an impact on credit
measures, including its expectation that adjusted leverage will be
in the mid-4x area by year-end 2015, down modestly from 4.7x in
2014, although S&P expects modest improvement in free operating
cash flow due to the reduction in interest expense.

During the first quarter of 2015, Integra's reported EBITDA
increased about 11% from the year-ago period because of cost
reduction initiatives.  The company has also made progress on
realigning its salesforce to focus on midsize and large business
customers, which tend to have higher average revenue per customer
(ARPC) and lower churn characteristics.  Moreover, S&P believes
that these customers are less susceptible to competition from the
cable operators, which are targeting smaller commercial clients.

RATINGS LIST

Integra Telecom Inc.

Corporate Credit Rating                B+/Stable/--
  $60 mil. revolver                     B+
   Recovery Rating                      3L  

  $673 mil. First-lien term loan
  First-lien Senior Secured             B+
   Recovery Rating                      3L

  $123 mil. term loan
  Second-lien Senior Secured            B-
   Recovery Rating                      6



IOWA FINANCE: Fitch Affirms 'BB-' Rating on $1.185BB Bonds
----------------------------------------------------------
Fitch Ratings has affirmed the rating on the $1.185 billion of
Midwestern Disaster Area Revenue Bonds (the bonds) issued by the
Iowa Finance Authority on behalf of Iowa Fertilizer Company LLC
(IFCo) at 'BB-'.  The Rating Outlook is revised to Negative from
Stable.

KEY RATING DRIVERS

The affirmation reflects a projected financial profile that remains
consistent with the rating, including forthcoming additional pari
passu leverage required to fund project completion.  The Negative
Outlook reflects the heightened probability of continuing
construction cost overruns, completion delays, and a significant
increase in projected operating costs, which could further decrease
financial cushion to levels consistent with a lower rating.

Nitrogen Market Price Exposure

IFCo will sell its nitrogen products to farmers, distributers,
wholesalers, cooperatives, and blenders at market prices.  The
project's main products have historically exhibited considerable
price volatility as evidenced by the average five- and 10-year one
standard deviation ranges of 25% to 30% and 35%, respectively.
Fitch recognizes that a shift in the supply-demand balance could
negatively impact prices, as a 10% change in nitrogen product
prices will result in a 0.40x - 0.50x change in debt service
coverage ratios (DSCRs).

Natural Gas Price Risk

The project will procure its natural gas feedstock via an existing
pipeline at prices linked to Henry Hub.  IFCo has entered into
natural gas call swaptions for the first seven years of the project
with a strike price of $6 and $6.50 per mmBtu to moderate gas price
risk.  In addition, the project will fund from operations, over
seven years, an annual $25.8 million reserve requirement to provide
liquidity and help mitigate price risk during the non-hedging
period.  Alternatively, IFCo can enter into call swaptions at a $7
per mmBtu strike price during part or all of the final three years
of the debt term.  Fitch believes that the call swaptions and
hedging reserve moderate natural gas price risk, and estimates that
DSCRs change by 0.10x - 0.15x for every $1 per mmBtu change in gas
prices.

Manageable Operating Risks

IFCo will utilize commercially proven technologies with relatively
low maintenance risk.  Fitch believes that the project's oversized
and flexible production capacity helps mitigate operating
performance risk.  Non-feedstock O&M and maintenance cost
projections have increased significantly from original projections,
and the project may require several years of operations to
establish a stable cost profile.

Construction Significantly Over Budget

Although the engineering, procurement, and construction (EPC)
agreement is a fixed-price contract, fully-wrapped by an
experienced contractor, substantial change orders led to a 15%
increase in EPC project costs.  The project will fully exhaust its
contingency and an additional $100 million of senior debt and
sponsor equity will be required to complete the facility.  EPC
progress was 88% complete as of the end of 1Q 2015 and is slightly
behind schedule.

Additional Debt Permitted

Provisions under the original financing permit supplemental pari
passu debt up to 5% of original principal.  IFCo will exercise this
provision to fund cost overruns and complete the project.
Relatively high equity distribution triggers and a cash-funded debt
service reserve equivalent to six months of senior bond payments
support debt repayment during potential periods of low operating
cash flow.  Operating and major maintenance reserves help shield
the project from issues during the operational phase.

Speculative-Grade Forecasted Financial Profile

The Fitch rating case imposes revenue and expense stresses for all
operating years, resulting in an average DSCR of 1.15x over the
10-year term.  Coverage is particularly vulnerable in the first
four years of operations during which time the project will repay
the expected additional debt at a consolidated rating case DSCR
averaging 1.00x.  While natural gas price exposure has been
moderated, margin risk is a rating constraint as the nitrogen
fertilizer price remains subject to the U.S. trade balance, cost of
production, and changes in supply and demand.  The relatively short
debt term moderates long-term price uncertainty and reserve
accounts help to mitigate the impact of short-term price
fluctuations, but the cash flow cushion is vulnerable to changes in
project economics.

RATING SENSITIVITIES

Project Construction - Negative: Further increase in completion
costs or a delay in completion.  Positive: Completion of the
project on schedule and within the revised budget.

Margin Risk - Negative: Fundamental shift in the supply-demand
balance that results in a materially worse nitrogen market pricing
environment than forecasted.  Higher natural gas market prices
sustained over a long period.

Operations - Negative: Inability to effectively manage operating
costs or failure to reach and sustain projected capacity and
utilization rates.

TRANSACTION SUMMARY

In November 2014, IFCo issued a disclosure stating that the total
cost to complete the project has increased by approx. $100 million,
from $1.8 billion to $1.9 billion.  The project's original
financing included a $105.5 million contingency reserve, but total
project costs are now expected to increase to approximately $1.9
billion, including full use of the contingency reserve.  The
project's EPC agreement is a fixed-cost, turn-key arrangement, but
change orders for items outside the original scope of work drove
the increased project cost.  There have been 22 change orders
submitted, totalling an increase of $115.6 million through the end
of 2014, with further change orders anticipated.  The bulk of the
costs are due to additional required piling work ($55.4 million)
and an off-site water supply facility ($27.6 million) that was not
originally planned.

To fund the revised project cost, IFCo will issue $59.7 million of
additional debt, pari passu to the rated senior bonds, as permitted
under the terms of the indenture.  IFCo has not finalized the terms
of the new loan and has only provided some general assumptions to
Fitch regarding the repayment schedule and interest rate.  Fitch
has incorporated the assumed repayment terms of this pari passu
obligation into its rating of the senior bonds. Parent OCI
Fertilizer also deposited $40 million of equity, through the
project company and trustee, into the construction fund account in
January 2015.

Along with increased costs, the project's construction is also
marginally behind schedule.  Construction work fell behind schedule
due to severe weather in late 2013 and early 2014 as well as a
shortage of skilled labor.  Late delivery of equipment has put
procurement slightly behind schedule as well.  A heat exchanger
failed in initial testing due to tube leaks, and any further issue
with the repaired equipment could delay commissioning of the
ammonia plant (scheduled for August 2015).  In the event of a
delay, EPC contractor Orascom E&C USA will owe delay damages to the
project.  However, the credit quality of parent OCI Construction
Holding, the guarantor backing delay payments, is considered too
weak for the project to rely on collection of these damages.  This
counterparty risk is largely mitigated by the advanced stage of
project completion.

The project company has also revised its long-term expectation for
several major operating expenses, including labor, maintenance, and
other feedstock costs.  In particular, management increased its
assumptions for market labor rates and the estimated number of
plant employees.  The project's unproven cost profile increases the
potential volatility of long-term financial performance.

Fitch's financial analysis incorporates management's revision to
the long-term non-feedstock cost profile as well as IFCo's
forthcoming additional pari passu debt.  Fitch's base case
expectation for long-term performance assumes capacity and
conversion yields in line with management expectations but uses
more conservative assumptions for nitrogen fertilizer and natural
gas prices.  Under the Fitch base case, IFCo's financial metrics
appear strong with DSCRs averaging 2.61x, with a minimum of 2.17x.

Fitch's rating case applies more stringent assumptions to
fertilizer and gas prices to reflect the exposure to and volatility
of market prices on both the feedstock and product sides.
Additionally, the rating case includes a 2.5% reduction in the
utilization rate and a 10% increase to O&M costs (excluding natural
gas) to reflect the impact of potential operational issues.  Under
the Fitch rating case, DSCRs are speculative grade, averaging
1.15x, including breakeven coverage in the first four years of
operations during which time the project will repay the additional
debt issued to complete the project.



JPH LAS VEGAS: Affiliated with California Cases
-----------------------------------------------
JPH Las Vegas LLC, notified the U.S. Bankruptcy Court for the
District of Nevada that it is related with the two cases pending in
U.S. Bankruptcy Court for the Central District of California
namely:

   1. Mid-Wishire, LP, Case No. 9:14-1160; and
   2. Westlake Village Property, LP, Case No. 9:14-11980.

The Debtor related that the Debtors involved in the California
Bankruptcy Cases are its affiliates by virtue of the fact that
Jeoung Lee, also known as Joan Lee, and her husband are principals
and owners of both entities.  Except for the common ownership,
however, the various entities own different properties ad have
different operations.

                       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.



KO-KAUA OHANA: Court Dismisses Ch. 11 Case at UST's Behest
----------------------------------------------------------
The Bankruptcy Court has agreed to dismiss and close Ohana Group,
LLC's Chapter 11 case.

The U.S. Trustee asked the Court to enter an order dismissing or
converting the Debtor's bankruptcy case.  The U.S. Trustee filed
the conversion/dismissal motion because of the failure of the
Debtor to timely file post-confirmation reports and pay statutory
fees.  The Debtor, at the time of the motion, was delinquent in
payment of statutory fees, estimated at $26,175.

Wells Fargo Bank, N.A., in response to the U.S. Trustee's motion,
said that it does not oppose to conversion or dismissal of the case
so long as the Court retains jurisdiction over the pending
adversary proceeding.

Wells Fargo, as trustee for the Registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2007-C5, also said that no useful
purpose would be served by conversion of the case to Chapter 7.
The Reorganized Debtor's sole asset has been lost to foreclosure.
There are no funds in the estate, now, and no source of future
funds to pay administrative expenses.

There are two pending adversary proceedings in the case involving,
among others, Noteholder and Debtor: (1) Noteholder v. Ohana, Adv.
No. 14-01162; and (2) Ohana v. Noteholder and SBS Trustee Network
Inc., Adv. No. 14-01449.

                       About Ohana Group LLC

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.



KUM GANG: 1st Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Kum Gang, Inc.
        138-28 Northern Blvd.
        Flushing, NY 11354

Case No.: 15-42018

Chapter 11 Petition Date: April 30, 2015

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

Judge: Hon. Carla E. Craig

Debtor's Counsel: Kenneth F. McCallion, Esq.
                  MCCALLION & ASSOCIATES LLP
                  100 Park Ave., 16th Floor
                  New York, NY 10017
                  Tel: (646) 366-0880
                  Fax: 646-366-1384
                  Email: kfm@mccallionlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ji Sung Yoo, president.

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

A full-text copy of the petition is available for free at:

            http://bankrupt.com/misc/nyeb15-42018.pdf


KUM GANG: 2nd Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Kum Gang,Inc.
        138-28 Northern Blvd.
        Flushing, NY 11354

Case No.: 15-42020

Chapter 11 Petition Date: April 30, 2015

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

Judge: Hon. Carla E. Craig

Debtor's Counsel: Kenneth F. McCallion, Esq.
                  MCCALLION & ASSOCIATES LLP
                  100 Park Ave., 16th Floor
                  New York, NY 10017
                  Tel: (646) 366-0880
                  Fax: 646-366-1384
                  Email: kfm@mccallionlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ji Sung You, president.

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

A copy of the petition is available for free at:

             http://bankrupt.com/misc/nyeb15-42020.pdf


LEHMAN BROTHERS: High Court Won't Hear Appeal on $4B Barclays Award
-------------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported that
the U.S. Supreme Court declined to hear an appeal by Lehman
Brothers Inc. in its long-running fight over assets that went to
Barclays PLC when the British bank bought Lehman's brokerage in
2008.

According to the report, trustee James W. Giddens, who is winding
down Lehman's brokerage, had appealed lower courts' decisions to
award $4 billion in disputed assets to Barclays.  In petitioning
the Supreme Court, Mr. Giddens had argued that allowing Barclays to
keep the $4 billion could broadly inflict long-term damage to the
section of the bankruptcy code that allows a trustee to sell a
debtor's assets outside of the ordinary course of business.

                     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.


LINDENHURST PARK: Moody's Lowers GO Rating to B1, Negative Outlook
------------------------------------------------------------------
Moody's Investors Service downgraded Lindenhurst Park District,
IL's general obligation (GO) rating to B1 from A3. Concurrently,
Moody's has assigned a negative outlook. The rating affects $4.1
million in outstanding rated debt.

The downgrade to B1 reflects the rising risk of a default on near
term debt service payments due to a weak liquidity position and
reliance on operating revenues and property taxes that have yet to
be collected. The rating action also incorporates the weak
financial position as reflected by negative net ending fund
balances in fiscal 2014; reliance on short-term bank notes to fund
daily operations; and a trend of unwillingness to date to increase
property tax rates or program fees to balance the operating budget.
These weaknesses persist despite an only moderate debt burden and a
relatively wealthy tax base, though there have been recent declines
in taxable valuation.

The negative outlook reflects the expectation of a continued
weakening financial position, which now depends upon receipt of
grant reimbursements from the State of Illinois (A3 negative) to
stabilize its financial position for the near term.

What could make the rating go up (or removal of negative outlook):

- Payment of debt service on time and in full

- Significant improvement in liquidity position across all funds

- Improved management practices, including maintenance of
   sufficient available liquidity to pay obligations on time and
   in full

- Elimination of the need for cash flow borrowing

- Trend of balanced operations across all major operating funds

- Substantial growth in property tax revenues through expansion
   or increased levy

What could make the rating go down:

- Inability to pay debt service on time and in full

- Additional operating deficits with further reliance on lines
   of credit

- Continued erosion of tax base, coupled with nearing rate
   maximums for key operating fund tax levies

The district is located in Lake County, IL and is essentially
coterminous with the Village of Lindenhurst. The ten square miles
district provides park and recreational facilities, and offers 110
acres of parkland, a community center, indoor and outdoor
recreational facilities, as well as a day care. The district serves
approximately 15,000 residents.

The district's General Obligation (Alternative Revenue Source) are
legally binding and are payable from: (a) the lawfully available
moneys in the District's Corporate Fund and principal proceeds
received by the District from the issuance of its general
obligation limited tax bonds, and (b) ad valorem taxes levied
against all taxable property in the District without limitation as
to rate or amount.

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


LUNA GOLD: Forbearance Agreement Extended Until May 15
------------------------------------------------------
Luna Gold Corp. on May 1 disclosed that it has entered into an
amendment to the forbearance agreement dated March 5, 2015 with
Societe Generale, Mizhuho Bank, Ltd. and the other parties to the
Company's February 15, 2013 credit agreement, as amended, as
discussed in its March 5, 2015 news release.

Under the terms of the Amended Forbearance Agreement, the Finance
Parties will refrain from exercising any rights or remedies that
they may have under the Credit Agreement or otherwise in respect of
the Company's covenant breach and any subsequent default by the
Company until May 15, 2015, unless a breach of the Amended
Forbearance Agreement occurs.  If Luna remains in default under its
covenants under the Credit Agreement and the Amended Forbearance
Agreement is not further extended, the Finance Parties would be
entitled to exercise any of their rights under the Credit
Agreement.  There can be no assurances that the Company will remedy
the default or further extend the forbearance.

As consideration for their extension of forbearance, the Company
must pay the Finance Parties' expenses and an extension fee of
$50,000.

Luna is a gold production and exploration company engaged in the
operation, discovery, and development of gold projects in Brazil.


MARINA DISTRICT DEVELOPMENT: S&P Raises CCR to 'B+', Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Atlantic City, N.J.-based Marina District
Development Co. LLC to 'B+' from 'B'.  The rating outlook is
stable.

At the same time, S&P raised the issue level ratings on MDDC's
subsidiary Marina District Finance Co. Inc.'s (MDFC) priority
revolving credit facility to 'BB' from 'BB-'.  The recovery rating
on the revolver remains '1', indicating S&P's expectation for very
high (90% to 100%) recovery for lenders in the event of a payment
default.

S&P also raised the issue level rating on MDFC's term loan and
senior secured notes to 'BB-' from 'B+'.  The recovery rating
remains '2', indicating S&P's expectation for substantial (70% to
90%; upper half of range) recovery for lenders in the event of a
payment default.

"The upgrade reflects operating performance that is exceeding our
expectations, allowing MDDC to deleverage faster than we had
previously forecast," said Standard & Poor's credit analyst Stephen
Pagano.  "Based on our revised forecast, we now expect sustained
improvement in lease-adjusted debt to EBITDA to below 5x, funds
from operations to debt above 12%, and EBITDA coverage of interest
expense above 2x through 2016," he added.

As a result, S&P is revising its financial risk assessment on MDDC
to "aggressive" from "highly leveraged."

The stable rating outlook reflects S&P's expectation that MDDC will
experience continued good operating performance and use its free
operating cash flow to repay debt, resulting in lease-adjusted
leverage improving to the low 4x-area and EBITDA coverage of
interest improving to the high-2x area by 2016--levels that S&P
considers good for the "aggressive" financial risk assessment on
the company.  S&P expects the company to continue to maintain its
leading market position in brick and mortar and online gaming in
the AC market.

S&P would consider a lower rating if competitive pressures in the
AC or broader Northeast market reduce EBITDA to the extent that S&P
believes the company will sustain leverage above 5x or EBITDA
coverage of interest below 2x.  Increased competitive pressures
could stem from more aggressive marketing by the remaining
operators in the AC market or the continued expansion of gaming in
surrounding markets.

Ratings upside is limited given the potential that the AC gaming
market may face additional competition after 2016.  However, S&P
could revise the outlook to positive or consider an upgrade if it
believes the company can sustain adjusted debt to EBITDA below 4x,
EBITDA coverage of interest above 3x, and FFO to debt above 20%.



MARION CLAY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Marion Clay & Gravel, LLC
        1843 Hwy 43
        Columbia, MS 39429

Case No.: 15-50724

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport-6 Divisional Office)

Judge: Hon. Katharine M. Samson

Debtor's Counsel: Robert Alan Byrd, Esq.
                  P.O. Box 1939
                  Biloxi, MS 39533
                  Tel: 228 432-8123
                  Fax: 228 432-7029
                  Email: rab@byrdwiser.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Harry Varnadoe, member.

A list of the Debtor's largest unsecured creditor is available for
free at http://bankrupt.com/misc/mssb15-50724.pdf


MENDOCINO COAST: Chapter 9 Plan of Adjustment Declared Effective
----------------------------------------------------------------
Mendocino Coast Health Care District notified the Bankruptcy Court
that the effective date of its Plan of Adjustment dated Oct. 3,
2014, occurred on March 31, 2015.

On the Effective Date, the patient care ombudsman is released and
discharged from any further rights and duties in connection with
the Chapter 9 case.

Any person asserting any claim for damages arising from the
rejection of an executory contract or unexpired lease of the Debtor
under the Plan were required to submit their claims by April 30,
2015.

                        Plan of Adjustment

As reported in the Troubled Company Reporter, Mendocino on Oct. 31,
2014, filed a plan of adjustment for the resolution of its debts.


Claims asserted on account of revenue bonds are classified in
Classes 1 to 3 while Class 4 consists of claims on account of
general obligation bonds.

The claim of The Office of Statewide Health Planning and
Development of the State of California is classified in Class 5.
It will be allowed as secured claim in the amount of $1,005,805.

Class 6 consists of all secured claims against Mendocino, which
are not included in Classes 1 to 5.  Mendocino proposes to pay
cash to the claimants; leave unaltered the rights constituting the
claims; or either abandon or surrender to the claimants the
property securing their claims.

Each holder of claims in Class 7 will be paid in cash and will
recover 55% of its claim.  Class 7 consists of unsecured claims
held by a single creditor that are either less than or equal to
$5,000 in the aggregate, or greater than $5,000 in the aggregate
but as to which the holder thereof has voluntarily and timely
elected in writing to reduce to a single unsecured claim of
$5,000.

Class 8 consists of unsecured claims.  Unsecured creditors will
receive pro rata share of the GUC distribution.  GUC distribution
means the aggregate amount of $600,000 to be put into a segregated
account.

Meanwhile, Class 9 consists of claims against Mendocino pursuant
to California Tort Claims Act and Workers' Compensation Act.

A copy of Mendocino's Chapter 9 plan of adjustment is available
for free at http://is.gd/v7e27i

The Debtor's attorneys can be reached at:

         Henry C. Kevane, Esq.
         Gail S. Greenwood, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         150 California Street, 15th Floor
         San Francisco, CA 94111-4500
         Tel: (415) 263-7000
         Fax: (415) 263-7010
         E-mail: hkevane@pszjlaw.com
                 gsgreenwood@pszjlaw.com

CMS is represented by:

        Melinda Haag, United States Attorney
        Alex G. Tse, Chief, Civil Division
        Douglas K. Chang, Assistant U.S. Attorney
        450 Golden Gate Avenue, Box 36055
        San Francisco, CA 94102
        Tel: (415) 436-6985
        Fax: (415) 436-7169
        E-mail: Douglas.Chang@usdoj.gov

                  About Mendocino Coast Recreation

Fort Bragg, California-based Mendocino Coast Recreation and Park
District filed for Chapter 9 protection (Bankr. N.D. Cal. Case No.
11-14625) on Dec. 9, 2011.  Douglas B. Provencher, Esq., at Law
Offices of Provencher and Flatt, represents the Debtor.  The Debtor
estimated assets as $10 million to $50 million and debts at
$1 million to $10 million.  The petition was signed by James C.
Hurst, executive director.

Westamerica Bank objected to the petition on the ground that the
District failed to meet the Chapter 9 eligibility requirements in
Section 109(c)(5)(B) of the Bankruptcy Code.  The Bankruptcy Court
overruled the Bank's objection.



MIDSTATES PETROLEUM: S&P Affirms 'B-' CCR, Outlook Remains Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on U.S.-based oil and gas exploration and production
company Midstates Petroleum Co. Inc.  At the same time, S&P revised
its assessment of the financial risk profile to "highly leveraged"
from "aggressive."  The outlook remains negative.

"We revised Midstates' financial risk profile assessment to 'highly
leveraged' from 'aggressive' based on our expectation that our
forecasted funds from operations to debt will fall and remain below
12% for the next two years," said Standard & Poor's credit analyst
Michael Tsai.  "This is largely driven by our lower crude oil and
price assumptions, which have resulted in lower projected capital
spending and production for Midstates," he added.

S&P has also revised the comparable ratings assessment modifier to
"neutral" from "negative."  S&P believes the current 'b-' anchor
score, which incorporates its business risk assessment of
"vulnerable" and financial risk assessment of "highly leveraged,"
reflects S&P's ongoing concerns about the company's ability to
maintain sufficient liquidity and our updated view on the company's
financial risk.



NANCY MAYHER REVOCABLE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Nancy Mayher Revocable Trust
        4137 Bay Beach Lane, Unit 5H1
        Fort Myers, FL 33931

Case No.: 15-04582

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Hon. Caryl E. Delano

Debtor's Counsel: John M Wicker, Esq.
                  COSTELLO, ROYSTON & WICKER, P.A.
                  12670 New Brittany Boulevard, Suite 101
                  Fort Myers, FL 33907
                  Tel: 239-939-2222
                  Fax: 239-939-2280
                  Email: jwicker@lawcrw.com

Total Assets: $1.6 million

Total Liabilities: $1.5 million

The petition was signed by Nancy Mayher, sole beneficiary &
trustee.

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



NII HOLDINGS: Committee Asks Unsec. Creditors to Vote YES on Plan
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors formed in the Chapter
11 cases of NII Holdings Inc., et al., are asking unsecured
creditors to vote in favor of the Chapter 11 plan that the
Committee co-proposed with the Debtors.

Under their proposed First Amended Joint Plan of Reorganization,
the Debtors estimate that total assets available for distribution
to holders of allowed unsecured claims will total approximately
$2.813 billion.  The allocation of Plan Distributable Value among
the unsecured creditors under the Plan is the result of a series of
compromises of disputed inter-creditor and inter-debtor issues.
Estimated recoveries to unsecured creditors are:

   -- Luxco Note Claims: Holders of the Luxco Note Claims are
projected to recover 100% of their allowed claims, through the
distribution of their pro rata share of 60.25% of the Plan
Distributable Value, consisting of an estimated (i) 60.25% of
Reorganized NII Common Stock, and (ii) $414.5 million in Cash.

   -- Capco Note Claims: Holders of the Capco Note Claims are
projected to recover 29.15% of their allowed claims, through the
distribution of their pro rata share of 29.61% of the Plan
Distributable Value, consisting of an estimated (i) 33.07% of
Reorganized NII Common Stock and (ii) $130.2 million in Cash.

   -- Transferred Guarantor Claims: Holders of the Transferred
Guarantor Claims are projected to recover 21.0% of their asserted
claims, through the distribution of their pro rata share of 10.14%
of the Plan Distributable Value, consisting of an estimated (i)
6.68% of Reorganized NII Common Stock and (ii) $143.2 million in
Cash.

   -- General Unsecured Claims: Holders of General Unsecured Claims
are projected to recover between 0.15% and 100% of their allowed
claims in Cash, based on the Debtor entity against which such
claims are asserted.  

The Plan implements an integrated compromise of, among other
things, potential litigation claims arising out of certain of the
Debtors' prepetition transactions (collectively, the "Disputed
Claims"), that were the subject of significant dispute among the
Debtors and various creditor constituencies for months prior to the
commencement of the Debtors' bankruptcy cases, and the subject of
continuing negotiations among those parties and the Creditors'
Committee following the bankruptcy filing.  The Disputed Claims
include: (i) the Transferred Guarantor Claims, (ii) alleged
fraudulent conveyances in 2013 relating to the issuance of the
Luxco Notes, and (iii) claims seeking to recharacterize the
Debtors' intercompany balances as equity.

The Disputed Claims were settled such that recoveries to unsecured
creditors of the Debtors will be calculated as if:

   -- 25% of the alleged fraudulent conveyances were avoided;

   -- 25% of the intercompany balances among the Debtors
      their non-Debtor subsidiaries are recharacterized as
      equity; and

   -- 21% of the asserted Transferred Guarantor Claims are
      allowed.

The Creditors Committee believes that the settlement of the
Disputed Claims embodied in the Plan is reasonable and in the best
interests of unsecured creditors.  The Committee conducted a
comprehensive investigation of each of the Disputed Claims, and
based on its analysis, the professionals for the Creditors'
Committee determined that litigation of such Disputed Claims would
be lengthy, expensive and complex, with an uncertain outcome.  In
addition, the Plan and the settlements embodied therein have broad
support: they are endorsed by the Debtors, the Independent Manager
appointed for Luxco, the Creditors Committee, holders of over 70%
in amount of the Capco Notes, and holders of approximately 74% in
amount of the Luxco Notes.  

The Creditors Committee believes that confirmation of the Plan will
avoid the significant expense and delay that would have been
incurred had these issues been litigated, and will allow the
Debtors to exit bankruptcy efficiently and without the uncertainty
attendant to litigation of these disputes.

May 20, 2015 at 5:00 p.m. (Eastern Time) is the deadline for the
Debtors' balloting agent to receive ballots from all creditors.

                      About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day's Scott J. Greenberg, Esq., and
Michael J. Cohen, Esq., as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The panel is represented by Kenneth H. Eckstein, Esq., and Adam C.
Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP.
Kurtzman Carson Consultants LLC is the panel's information agent.

                          *     *     *

The Debtors filed a first plan support agreement on Nov. 24, 2014,
and a proposed plan of reorganization on Dec. 22, 2014.

On Jan. 26, 2015, the Debtors reached agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to adjustments.  The sale transaction was approved
on March 23, 2015.  The sale was completed April 30, 2015.

As a result of the sale transaction, the Debtors on March 13, 2015,
filed the First Amended Plan, which provides improved recoveries
and recoveries that include cash distributions.


NII HOLDINGS: Files Notice of Dismissal of Uruguay Unit's Case
--------------------------------------------------------------
NII Holdings filed with the U.S. Bankruptcy Court for the Southern
District of New York a notice of dismissal of Nextel International
(Uruguay)'s Chapter 11 case in connection with the closing of its
sale, BankruptcyData reported.

According to BData, the Company filed an ex parte motion for an
order authorizing a change of case caption upon closing of that
sale, explaining: "The Purchase Agreement requires the Debtors to
dismiss Nextel International's chapter 11 case, and the Sale Order
authorizes and directs the Debtors to 'take any and all actions
necessary or appropriate' to effectuate the Purchase Agreement. . .
.  Once Nextel International's chapter 11 case is dismissed, these
rules require that the jointly administered case caption in these
Chapter 11 Cases be amended to reflect that Nextel International is
no longer a named debtor in these Chapter 11 Cases."

As reported by The Troubled Company Reporter, NII Holdings, Inc.,
on April 30 disclosed that it has completed the previously
announced sale of its Mexican operations to AT&T for an aggregate
purchase price of $1.875 billion, subject to customary post-closing
adjustments.  After deducting Nextel Mexico's outstanding
indebtedness net of its cash balance and applying estimates of
other specified purchase price adjustments at closing, NII received
$1.448 billion of net proceeds, including $187.5 million of cash
placed in escrow to secure specified indemnity obligations.  The
Company used $350.5 million of the net proceeds from the sale to
repay in full the outstanding principal and accrued interest due
under its debtor-in-possession loan that it borrowed in March
2015.

The transaction, which was structured as a sale of the parent
company of Nextel Mexico, was completed as part of NII's broader
debt restructuring efforts.  A portion of the net proceeds from
the
transaction will be used to support NII's operations in Brazil and
the remainder will be used to fund distributions to specified
creditors, pursuant to the proposed plan of reorganization in the
Chapter 11 bankruptcy proceedings of NII and certain of its
subsidiaries, that is pending before the United States Bankruptcy
Court for the Southern District of New York.  The plan of
reorganization remains subject to the approval of the creditors in
the bankruptcy proceedings and the approval of the Bankruptcy
Court.  

                      About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are
assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day's Scott J. Greenberg, Esq. and
Michael J. Cohen, Esq., as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.
The panel is represented by Kenneth H. Eckstein, Esq. and Adam C.
Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman
Carson Consultants LLC is the panel's information agent.

                          *     *     *

On Nov. 24, 2014, the Debtors filed a first plan support
agreement.
On Dec. 22, 2014, the Debtors filed a plan of reorganization.

On Jan. 26, 2015, the Debtors reached agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to (a) the approval of the Court and (b)
regulatory approvals in Mexico.

As a result of the sale transaction, the Debtors on March 13,
2015,
filed the First Amended Plan. The sale transaction was approved on
March 23, 2015.


NII HOLDINGS: Plan Confirmation Hearing Set for June 3
------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York will hold a hearing on June 3, 2015,
at 10:00 a.m. (Eastern Time) in Room 623, Alexander Hamilton Custom
House, One Bowling Green in New York, to confirm the first amended
joint Chapter 11 plan of reorganization filed by NII Holdings Inc.
and its debtor-affiliates, and the Official Committee of Unsecured
Creditors.

Judge Chapman set May 20, 2015, at 5:00 p.m. (Eastern Time) as
deadline for creditors to cast their votes to accept or reject the
Debtors' and Committee's plan.  Objections, if any, are due May 18,
2015, at 4:00 p.m. (Eastern Time).

                      About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014. The Debtors' cases are jointly administered and are
assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day's Scott J. Greenberg, Esq. and
Michael J. Cohen, Esq., as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The panel is represented by Kenneth H. Eckstein, Esq. and Adam C.
Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman
Carson Consultants LLC is the panel's information agent.

                          *     *     *

On Nov. 24, 2014, the Debtors filed a first plan support agreement.
On Dec. 22, 2014, the Debtors filed a plan of reorganization.

On Jan. 26, 2015, the Debtors reached agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to (a) the approval of the Court and (b)
regulatory approvals in Mexico.

As a result of the sale transaction, the Debtors on March 13, 2015,
filed the First Amended Plan. The sale transaction was approved on
March 23, 2015.


NII HOLDINGS: To Present Plan for Confirmation June 3
-----------------------------------------------------
NII Holdings Inc., et al., are slated to seek confirmation of their
reorganization plan at a hearing on June 3, 2015.

Judge Shelley C. Chapman on April 20, 2015, approved the disclosure
statement explaining the terms of the First Amended Joint Plan of
Reorganization and approved this schedule:

   * The record date for voting is April 20, 2015.

   * Objections to confirmation of the Plan, if any, are due no
later than 4:00 p.m., Eastern time, on May 18, 2015.

   * May 20, 2015 at 5:00 p.m. (Eastern Time) is the deadline for
the Debtors' balloting agent to receive ballots from all
creditors.

   * The confirmation hearing is scheduled to be held before the
Honorable Shelley C. Chapman in Room 623 of the United States
Bankruptcy Court, Alexander Hamilton Custom House, One Bowling
Green, New York, New York 10004 on June 3, 2015, at 10:00 a.m.,
Eastern time.

The Debtors on April 20, 2015, filed a solicitation version of the
Disclosure Statement and First Amended Plan.

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

                      About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day's Scott J. Greenberg, Esq. and
Michael J. Cohen, Esq., as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets

and $3.068 billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors. The panel is represented by Kenneth H. Eckstein, Esq.
and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP.
Kurtzman Carson Consultants LLC is the panel's information agent.

                          *     *     *

The Debtors filed a first plan support agreement on Nov. 24, 2014,
and a proposed plan of reorganization on Dec. 22, 2014.

On Jan. 26, 2015, the Debtors reached agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to adjustments.  The sale transaction was approved
on March 23, 2015.  The sale was completed April 30, 2015.

As a result of the sale transaction, the Debtors on March 13, 2015,
filed the First Amended Plan, which provides improved recoveries
and recoveries that include cash distributions.


NNN 1818: Out of Bankruptcy, Acquired by Shorenstein
----------------------------------------------------
Law360 reported that San Francisco-based Shorenstein Realty
Services LP has acquired a 37-story Philadelphia office tower from
Sovereign Capital Management Group Inc., a month after the building
exited bankruptcy.

According to the report, citing Shorenstein's website, the company
had acquired the 988,000-square-foot building in April.
Shorenstein Properties was reportedly in talks to purchase the
building in October 2014 for an estimated $203 million.

                   About NNN 1818 Market Street

NNN 1818 Market Street 16, LLC, filed a Chapter 11 bankruptcy
petition on Jan. 5, 2015. The Debtor estimated assets and debt of
$10 million to $50 million.  Two affiliates, NNN 1818 Market Street
21, LLC and and NNN 1818 Market Street 37, LLC sought bankruptcy
protection on Jan. 6, 2015.  The cases are jointly administered
under the lead case of NNN 1818 Market Street 16, LLC, Case No.
15-10111.

The Debtors are fractional owners of 1818 Beneficial Bank Place, a
37-story, Class-A office building (located in the prestigious West
of Broad office submarket in Philadelphia.  Specifically, the
Debtors are tenants-in-common (TIC) holding 3 of 38 TICs holding
fractional percentage interests in the property located at 1818
Market Street, Philadelphia.

John L. Smaha, Esq., at Smaha Law Group serves as the Debtors'
counsel.


NORTEL NETWORKS: 10th Amendment of E&Y's Agreement Approved
-----------------------------------------------------------
Nortel Networks Inc., et al., obtained bankruptcy court approval to
modify the tax services agreement of Ernst & Young LLP nunc pro
tunc to Jan. 1, 2015, under the terms and conditions of the Tenth
Amendment to the Statement of Work.  E&Y LLP agreed to provide
additional services to the Debtors not covered by the SOW.  A copy
of the 10th Amendment is available for free at:

      http://bankrupt.com/misc/Nortel_10ThAmendment_E&Y.pdf

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


NORTH FLORIDA IMAGING: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: North Florida Imaging, Inc.
        4023 N. Armenia Ave., Ste. 102
        Tampa, FL 33607

Case No.: 15-04595

Chapter 11 Petition Date: May 1, 2015

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

Debtor's Counsel: Suzy Tate, Esq.
                  SUZY TATE, P.A.
                  14502 North Dale Mabry Highway, Suite 200
                  Tampa, FL 33618
                  Tel: (813) 264-1685
                  Fax: (813) 264-1690
                  Email: suzy@suzytate.com

Total Assets: $307,000

Total Liabilities: $1.5 million

The petition was signed by Pauline Craig, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-04595.pdf


NORTHWEST BANCORPORATION: Files Prepackaged Chapter 11 Plan
-----------------------------------------------------------
Northwest Bancorporation of Illinois, Inc., the parent of First
Bank and Trust Co. of Illinois, filed for bankruptcy with a
prepackaged plan that contemplates the restructuring of more than
$50 million in debt, and later a sale of First Bank.

The Debtor said its prepackaged reorganization has the support of
both management and the Hershenhorn family, who owns more than 90%
of Northwest through fixed and floating rate trust preferred
securities ("TruPS"), which are hybrid securities that have
elements of both equity and debt.

The Debtor admitted that it has virtually no cash on hand with
which to pay claims of any priority, and standing alone the Debtor
could not fund a reorganization.  Thus, the funding provided by the
Electing TruPS Holders and management is critical to the Debtor's
ability to reorganize and preserve value for its creditors.

The Plan provides for a comprehensive restructuring of the Debtor's
pre-bankruptcy obligations and maximizes recoveries available to
all constituents.  The Plan contemplates that the Debtor, with the
support of a majority of its principal creditor constituency (e.g.,
the Electing TruPS Holders), will seek to confirm a chapter 11 plan
of reorganization contemplating a comprehensive balance-sheet
restructuring (the "Reorganization Transaction").

Further the Plan facilitates a ("Sale Transaction") with a
non-debtor entity that agrees to purchase all interests in the
Debtor outstanding on and after the effective Date of the Plan.

River Branch Capital LLC, the Debtor's investment banker and
financial advisor, has performed and continues to perform a
marketing process to obtain a buyer to purchase the Debtor or its
assets.  As a sale of the Debtor will result in an ownership change
in First Bank, the prospective buyer will also need to make a
capital contribution to the Debtor in an amount sufficient to
receive regulatory approval for First Bank's recapitalization and
ownership change.  Both the Debtor and River Branch are optimistic
that the Restructuring Transaction will right-size the Debtor's
balance sheet, resulting in a substantially more attractive
business to investors to close on the Sale Transaction and
recapitalize First Bank.

The projected recoveries under the Plan are:

                                        Percentage
   Class      Name of Class              Recovery
   -----      -------------              --------
    N/A     Administrative Claims         100%
    N/A     Priority Tax Claims           100%
     1      Other Priority Claims         100%
     2      Secured Claims                100%
     3      TruPS Claims                5.4% to 28.7%
     4      General Unsecured Claims      100%
     5      Sec. 510(b) Claims              0%
     6      Majority Interests              0%
     7      Minority Interests              0%

Holders of unimpaired claims are deemed to accept the Plan.  Only
the holders of TruPS Claims were entitled to vote on the Plan as
the holders of Sec. 510(b) Claims, Majority Interests and Minority
Interests are deemed to reject the Plan.

Under the Plan, each holder of Allowed TruPS Claims may elect to
(a) receive a pro rata share of Junior Amended TruPS, i.e. Trust
Junior Subordinated Debentures (if any), Reinstated as amended by
the Electing TruPS Amendments on and after the Effective Date, and
(b) fund in cash the share of a plan funding contribution in an
amount of $1 million, subject to adjustments.

Each Holder of an Allowed TruPS Claim that does not make the TruPS
Election will receive its Pro Rata share of $800,000; provided
that, if all Holders of TruPS Claims make the TruPS Election, there
will be no Non-Electing TruPS Distribution, and the principal face
amount of all Junior Amended TruPS will be $11,500,000 in the
aggregate.

The money necessary to fund the Plan is being provided solely by
(i) the Electing TruPS Holders, who, by making the TruPS Election,
will be agreeing to fund a maximum of $880,000 (including a
$180,000 to the Management Plan Support Parties) and (ii) the
Management Plan Support Parties, who are agreeing to fund $120,000,
plus take a $180,000 loan from the Electing TruPS Holders.
Moreover, under the Plan Support Agreement certain Holders of TruPS
Claims and the Management Plan Support Parties have already agreed
and committed to fund this $1 million aggregate Plan funding
amount, subject to the terms and conditions of the Plan and the
Plan Support Agreement.  Without the funding provided by these
parties, and in particular the $880,000 funded by the Electing
TruPS Holders, the Debtor would likely be forced into a "free fall"
bankruptcy with no plan, no stalking horse bidder for its primary
asset (First Bank), and no clear source of funding for even
administrative claims.

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

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

                  About Northwest Bancorporation

Northwest Bancorporation of Illinois, Inc., formerly known as
Hershenhorn Bancorporation, Inc., is a bank holding company that
owns 100 percent of the outstanding shares of First Bank and Trust
Company of Illinois, a single-branch bank in Palatine, Illinois.
Approximately 90 percent of Northwest Bancorporation's equity is
owned by Robert Hershenhorn and his family.

Northwest Bancorporation commenced a Chapter 11 bankruptcy case
(Bankr. N.D. Ill. Case No. 15-15245) in Chicago, Illinois, on April
29, 2015.  The case is assigned to Judge Carol A. Doyle.

The Debtor tapped Kirkland & Ellis LLP as counsel, and River Branch
Capital LLC as financial advisor.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.

The Debtor's owner can be reached at:

         Robert Hershenhorn
         808 East Deerpath
         Palatine, IL 60047
         Telephone: (847) 358-6262
         E-mail: rhershenhorn@aol.com


OAS SA: Chapter 15 Recognition Hearing Slated for May 19
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
scheduled a hearing to recognize the Brazilian bankruptcy
proceedings of OAS SA as foreign main proceedings pursuant to
Section 1515 and 1517 of the Bankruptcy Code on May 19, 2015, at
2:00 p.m. (New York Time) in Room 723, One Bowling Green in New
York, New York.  Objections, if any, are due May 12, 2015, at 4:00
p.m. (New York Time).

                     About OAS S.A.

The OAS Group is among the largest and most experienced
infrastructure companies in Brazil, focusing on heavy engineering
and equity investments in infrastructure projects located in and
outside Brazil and abroad for both public and private clients. The
OAS Group provides services in 22 countries in Latin America, the
Caribbean and Africa.

Based in Sao Paulo, Brazil, OAS S.A. is the holding company at the
apex of the OAS Group. Its share capital is divided between CMP
Participacoes Ltda. (owned by Mr. Cesar de Araujo Mata Pires),
which has a 90% stake, and LP Participacoes e Engenharia Ltda
(owned by Mr. Jose Adelmario Pinheiro Filho, which has a 10%
stake.

Amid an investigation into alleged corruption and money laundering,
and missed interest payments, OAS S.A. and its affiliates
Construtora OAS S.A., OAS Investments GmbH, and OAS Finance Limited
on March 31, 2015, commenced judicial reorganization proceedings
before the First Specialized Bankruptcy Court of Sao Paulo pursuant
to Federal Law No. 11.101 of February 9, 2005 of the laws of the
Federative Republic of Brazil.

On April 15, 2015, OAS S.A., et al., filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-10937) in Manhattan, in
the United States to seek U.S. recognition of the Brazilian
proceedings. Renato Fermiano Tavares, as foreign representative,
signed the petitions. The cases are assigned to Judge Stuart M.
Bernstein. White & Case, LLP, serves as counsel in the U.S. cases.

OAS S.A. listed at least US$1 billion in assets and liabilities.


OLIN CORP: S&P Affirms 'BB+' CCR, Off Watch Negative
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Olin
Corp., including its 'BB+' corporate credit rating, and removed
them from CreditWatch, where S&P had placed them with negative
implications on March 27, 2015.  The outlook is stable.

At the same time, S&P assigned its 'BB+' issue-level rating and '4'
recovery rating to Olin's proposed senior unsecured credit
facilities.  The '4' recovery rating indicates S&P's expectation of
average recovery (high end of the 30% to 50% range) in the event of
a payment default.

"The ratings on Olin reflect our expectation that the transaction
with Dow is likely to close as currently proposed," said Standard &
Poor's credit analyst Brian Garcia.

"Our assessment of the merged company's business risk profile is
"satisfactory" and its financial risk profile is "significant."  We
believe the addition of Dow's chlorine assets should improve Olin's
scale and diversity, especially with respect to building the
company's downstream chlorine business.  Following the combination,
Olin will deliver a significantly greater proportion of its
chlorine into more stable and profitable downstream products rather
than the volatile merchant market.  However, we believe the
additional leverage required to fund this transaction will offset
the improvements to the business over the next one to two years.
Nevertheless, we expect the combined company to generate sufficient
cash flows to reduce leverage over time and maintain "strong"
liquidity," S&P said.

"The stable outlook reflects our expectation that the company will
benefit from the increased diversification that the acquisition
will bring to the business.  We expect leverage to increase
immediately following the transaction with debt/EBITDA of about 4x
and FFO/debt below 20% (both ratios are pro forma for the
acquisition).  After the transaction, we expect the company to be
able to generate sufficient free cash flow, which we expect them to
prioritize toward debt reduction.  We expect credit measures to
gradually improve, yet we expect FFO/debt to remain about 20% on a
weighted average basis for the next two years," S&P added.

S&P could lower ratings if the company encounters difficulties
integrating the large acquisition and fails to achieve the majority
of synergies they have targeted.  Specifically, S&P could consider
a lower rating if the key ratio of FO to debt drops to near 15%
(pro forma for the acquisition) on a weighted average basis.  S&P
could also consider a lower rating if the company does not maintain
financial policies that S&P considers appropriate to maintain the
current rating, including completing additional acquisitions or
large shareholder rewards.

Given the company's credit measures will be on the weaker end of
the "significant" range following the transaction, credit measures
would have to improve significantly, with FFO/debt reaching 30% on
a weighted average basis.  For this reason, along with the
integration risks associated with the transaction, S&P views an
upgrade over the next year as unlikely.



PARK FLETCHER: May 11 Hearing on Further use of Cash Collateral
---------------------------------------------------------------
The Bankruptcy Court will convene a final hearing on May 11, 2015,
at 1:30 p.m., to consider Park Fletcher Realty, LLC's motion for
authorization to use cash collateral.  At the hearing, the Court
will also consider the limited objection of filed by creditor
Filbert Orton EAT, LLC.

Filbert Orton, which claims to be owed not less than $12.8 million,
stated that the budget attached to the appears to indicate that the
rent generated from the property on a monthly basis is $40,000.
However, it noted that the alleged rent roll provided by the Debtor
as of Feb. 18, 2015, shows the effective monthly rent more in the
range of $240,000.

As reported in the TCR on Feb. 26, 2015, the Debtor seeks approval
to use cash collateral, citing that it does not have access to any
other source of financing for its postpetition operations.

Prior to the Petition Date, the Debtor's liquidity needs were met
by the rent revenue generated from operating the 15 multi-tenant
and 2 single-tenant industrial flex and office-warehouse building.
The Debtor's loan facility with FOE was essentially crafted to
finance the acquisition of the real estate.  FOE's claim arises
from its financing of the transaction in which FOE sold the real
estate to the Debtor.  The Debtor had a short window to refinance
that transaction and simply was not able to close in time to avoid
default.  FOE commenced litigation to collect on its Note and
alleged a balance due of less than $12,600,000, all of which is
secured by the Real Estate and the rents derived from operating
it.

The Debtor proposes to grant adequate protection to FOE in the form
of replacement liens and the payments shown in the budget.  It is
expected that upon closing of a transaction with a take-out lender
FOE will be paid in full from the proceeds of the closing.

                    About Park Fletcher Realty

Park Fletcher Realty, LLC filed a Chapter 11 bankruptcy petition
(Bank. S.D. Ind. Case No. 15-00843) on Feb. 15, 2015.  The
petition was signed by Shawn Williams as managing member.  KC
Cohen, Esq., at KC Cohen, Lawyer, PC, serves as the Debtor's
counsel.  The Debtors estimated assets and liabilities of $10
million to $50 million.  Judge Jeffrey J. Graham presides over the
case.



PBF LOGISTICS: Moody's Assigns 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
B1-PD Probability of Default Rating to PBF Logistics LP (PBFX). In
addition, Moody's assigned a B3 rating to the company's proposed
$300 million senior notes and SGL-3 Speculative Grade Liquidity
(SGL) Rating. Net proceeds from the senior notes offering is
expected to be used to repay a portion of the outstanding balance
under its $325 million senior secured revolver due 2019, to fund a
portion of the proposed drop-down acquisition of the Delaware City
products pipeline and truck rack from PBF Energy Company LLC, the
parent of PBF Holding Company LLC (PBF, Ba3 stable) and for general
partnership purposes. The rating outlook is stable.

"PBFX's ratings reflect its strategic importance to PBF, as well as
its contracted, fee-based revenue with PBF supported by minimum
volume commitments," said Arvinder Saluja, Moody's Vice President.
"PBFX has foreseeable growth plans through future drop downs of
logistics assets owned by its parent."

Assignments:

Issuer: PBF Logistics LP

  -- Corporate Family Rating, Assigned B1

  -- Probability of Default Rating, Assigned B1-PD

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Assigned B3, LGD5

Outlook Actions:

Issuer: PBF Logistics LP

  -- Outlook, Assigned Stable

Moody's views PBFX's stand-alone credit profile as more consistent
with a B2 Corporate Family Rating (CFR), reflecting its stable cash
flows from long-term, fee-based contracts with minimum volume
commitments, and its potential growth trajectory, but restrained by
its small scale of operations with no third-party revenues, short
track record as an MLP with its portfolio of weak assets relative
to peers, and high distributions associated with its MLP structure.
The assigned B1 CFR reflects a one-notch uplift due to its
strategic and operational importance to PBF, as the MLP will
provide critical infrastructure and a coordinated growth strategy.
PBF Energy Company LLC owns 52.1% of PBFX's limited partner (LP)
interest, 100% of the PBF general partner (GP) interest and 100% of
PBFX's incentive distribution rights (IDR). The strategic stability
provided by having a common management team as well as from PBF
Energy Company LLC's significant ownership stake and controlling
interest in both, PBF and PBFX, support the ratings.

The B3 rating assigned to the proposed senior unsecured notes
reflects the contractual subordination of the notes to PBFX's $325
million revolving credit facility due 2019. The proposed notes are
rated two notches below the B1 CFR, as the credit facility is
secured by substantially all of PBFX's assets. The B3 rating
assigned to the senior unsecured notes incorporates Moody's view
that PBFX's $235 million cash collateralized term loan would be
fully repaid by liquidating its collateral of marketable securities
in a distressed scenario and is therefore defeased. The B1-PDR
reflects Moody's expectations for an average family recovery in a
distressed scenario.

The stable rating outlook assumes that PBFX will finance future
material acquisitions with a meaningful portion of equity, maintain
adequate distribution coverage (over 1.1x) and leverage under 4x
(excluding the term loan).

PBFX's CFR could be upgraded if the company is able to increase its
size and scale while maintaining reasonable leverage (EBITDA
exceeding $200 million, debt/EBITDA below 4x and net plant property
& equipment exceeding $500 million on a sustained basis). Liquidity
should remain at least adequate for a ratings upgrade.

PBFX's ratings could be downgraded if debt / EBITDA were to be
sustained above 5.0x due to a leveraging acquisition, or if the
company acquired a significant amount of new assets with a weak
business risk profile. If PBF's credit quality were to materially
decline resulting in a CFR of B1 or below, this could also pressure
PBFX's ratings.

The principal methodology used in these ratings was Global
Midstream Energy 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.  
PBF Logistics LP (PBFX) is a master limited partnership (MLP)
headquartered in Parsippany, NJ.


PETROQUEST ENERGY: S&P Lowers CCR to 'B-', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lafayette, La.-based exploration and production (E&P)
company PetroQuest Energy Inc. to 'B-' from 'B'.  The outlook is
stable.

At the same time, S&P lowered its issue-level ratings on the
company's senior unsecured debt to 'B-' from 'B'.  The recovery
rating on this debt remains '4', indicating S&P's expectation of
average (lower half of the 30% to 50% range) recovery to creditors
if a payment default occurs.

"The downgrade reflects our reduced oil and natural gas price
assumptions and our estimates for higher leverage in 2015 and
2016," said Standard & Poor's credit analyst Daniel Krauss.  "We
now estimate PetroQuest's funds from operations to debt ratio will
fall moderately from 2014 levels and remain below 12% over the next
two years," he added.

A key underpinning at the rating is S&P's expectation that the
company will continue to maintain adequate liquidity.  S&P believes
the company has some flexibility to modestly boost liquidity, such
as through increasing the elected commitments under the revolver to
the amount of the borrowing base.

Standard & Poor's views PetroQuest's business risk profile as
"vulnerable," reflecting the company's small scale and high
proportion of natural gas reserves and production, which S&P views
as less profitable than oil.  S&P views PetroQuest's financial risk
profile as "highly leveraged" and S&P assess liquidity to be
"adequate."

The stable outlook reflects S&P's expectation that the company will
prioritize maintaining sufficient liquidity over at least the next
year.  While S&P expects credit measures to weaken moderately from
2014 levels, its base case scenario assumes that FFO to debt will
remain at about 10% in 2015 and 2016, which is in line with S&P's
expectations at the current rating. We expect the company to expand
production organically and through opportunistic bolt-on
acquisitions.

S&P could lower the ratings if free operating cash flow was
significantly weaker than it expects, leading to a meaningful
reduction in the company's liquidity position.  S&P could also
consider a lower rating if a deterioration in operating performance
or a sizable acquisition caused the company's debt leverage to
meaningfully increase to levels that S&P considers to be
unsustainable.

S&P could raise the rating if the company is able to generate cash,
which it used to reduce debt.  In such a scenario, S&P could
consider a higher rating if FFO to debt improved to above 12% on a
sustainable basis.



PRISO ACQUISITION: Upsized Loan No Impact on Moody's 'B2' CFR
-------------------------------------------------------------
The ratings for PriSo Acquisition Corporation, the direct holding
company of PrimeSource Building Products, Inc. (collectively
"PrimeSource"), will not change following the company's decision to
upsize its proposed senior secured term loan B due 2022 to $355
million from $325 million and downsize its proposed senior
unsecured notes due 2023 to $200 million from $230 million.
Unchanged ratings include the B2 Corporate Family Rating, B2-PD
Probability of Default Rating, B2 rating assigned to the senior
secured term loan maturing in 2022, and the Caa1 rating assigned to
the senior unsecured notes due 2023.

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

PrimeSource Building Products, Inc., headquartered in Irving, TX,
is a North American distributor of building materials. PrimeSource
sells its products to building materials retailers and other
distributors that support repair and remodeling activity and new
housing construction. Following the completion of the acquisition,
Platinum Equity, through its affiliates, will be the owner of
PrimeSource. Revenues for the 12 months through March 28, 2015 are
expected to total about $1.25 billion.


PROFESSIONAL ARTS: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------
Debtor: Professional Arts Associates, Inc.
        5 Public Square, Suite 211
        Hagerstown, MD 21740-5528

Case No.: 15-16193

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: James A. Vidmar, Jr., Esq.
                  YUMKAS, VIDMAR & SWEENEY, LLC
                  10211 Wincopin Circle, Suite 500
                  Columbia, MD 21044
                  Tel: (443) 569-5977
                  Fax: (410) 571-2798
                  Email: jvidmar@yvslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Joan C. Baer, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-16193.pdf


PRONERVE HOLDINGS: Alvarez & Marsal Okayed to Provide Officers
--------------------------------------------------------------
The Bankruptcy Court authorized Pronerve Holdings, LLC, et al., to
employ Alvarez & Marsal Healthcare Industry Group, LLC, to provide
certain officers and additional personnel nunc pro tunc to the
Petition Date.

John H. Schanne II, co-counsel to the Debtors, certified that there
was no objection filed to the application as of the March 13
deadline.  The Office of the U.S. Trustee and the Official
Committee of Unsecured Creditors provided the Debtors with informal
comments in connection with the application.

In response to the informal comments, the Debtors 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.  

Payment of A&M's professional fees by the Debtors' estates will not
exceed $225,000 per month.  Costs and expense reimbursements will
not apply against the monthly fee cap.

A red-line copy of the revised order is available for free at:

  http://bankrupt.com/misc/ProNerve_108_47_Alvarezemploy_exhb.pdf

                      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
Holdings LLC to serve on the official committee of unsecured
creditors.


PSL-NORTH AMERICA: Has Until July 13 to File Liquidation Plan
-------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended PSL-North America, LLC, et al.'s
current exclusive filing period through and including July 13,
2015, and their current exclusive solicitation period through and
including September 14, 2015.

According to Joseph C. Barsalona, II, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors are now
well-situated to evaluate their financial standing in an effort to
determine the most appropriate resolution of their Chapter 11
cases.  Indeed, the Debtors anticipate filing a Chapter 11 plan of
liquidation in the near future. However, Mr. Barsalona says the
Debtors require additional time to complete the analysis and
continue drafting a plan and related disclosure statement.

                     About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a
state-of-the-art facility located in Bay St. Louis, Mississippi,
with the land leased for 99 years.  The company is an
American-based partially owned subsidiary of India's largest
producer and manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors seek to have their cases jointly administered
for procedural purposes.

PSL-North America LL disclosed $93.3 million in assets and $204
million in liabilities as of the Chapter 11 filing.  As of the
Petition Date, the company had total outstanding debt obligations
of $130 million, according to a court filing.

Counsel for the Debtor are John H. Knight, Esq., Paul N. Heath,
Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William
A. Romanowicz, Esq. at Richards, Layton & Finger, P.A. of
Wilmington, Delaware.   Epiq Bankruptcy Solutions serves as claims
agent.


QUINTILES TRANSNATIONAL: Moody's Raises Corp. Family Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
the Probability of Default Rating of Quintiles Transnational
Holdings Inc. (Quintiles; the parent company of Quintiles
Transnational Corp.) to Ba2 and Ba2-PD from Ba3 and Ba3-PD,
respectively. In conjunction with the company's refinancing
transaction, Moody's also assigned Quintiles Transnational Corp. a
Ba1 to its proposed senior secured credit facilities and a Ba3 to
its proposed unsecured notes. The proceeds of the debt will be used
to refinance the company's existing credit facility and for general
corporate purposes. Concurrently, Moody's affirmed the SGL-1
Speculative Grade Liquidity Rating (signifying very good
liquidity). The rating outlook is stable.

The upgrade of Quintiles' ratings reflects Moody's expectation that
the company will continue to be the largest contract research
organization ("CRO") in the world, and will benefit from organic
growth and stable margins supported by favorable industry
fundamentals. The upgrade also reflects Moody's expectation that
Quintiles' scale, diversified customer base and breadth of service
offerings will result in stable, consistent cash flow generation
and that leverage has declined and the company's financial policies
are such that debt to EBITDA will generally be sustained between
3.0x and 4.0x.

Ratings Upgraded:

Quintiles Transnational Holdings Inc.

  -- Corporate Family Rating, to Ba2 from Ba3

  -- Probability of Default Rating, to Ba2-PD from Ba3-PD

Ratings affirmed:

Quintiles Transnational Holdings Inc.

  -- Speculative Grade Liquidity Rating, SGL-1

Ratings assigned:

Quintiles Transnational Corp.

  -- Senior secured revolving credit facility, expiring 2020 at
     Ba1 (LGD 2)

  -- Senior secured Term Loan A due 2020, at Ba1 (LGD2)

  -- Senior secured Term Loan B due 2022, at Ba1 (LGD2)

  -- Senior unsecured notes due 2023 at Ba3 (LGD 5)

Ratings upgraded and to be withdrawn at the close

  -- Senior secured revolving credit facility expiring 2017, to
     Ba2 (LGD3) from Ba3 (LGD3)

  -- Senior secured term loan due 2018, to Ba2 (LGD3) from Ba3
     (LGD3)

  -- The outlook is stable.

Quintiles' Ba2 Corporate Family Rating reflects the company's
considerable size, scale and leading position as both a
pharmaceutical CRO and a contract sales organization ("CSO").
Quintiles is the world's largest pharmaceutical service provider
and is well positioned to gain market share from smaller players
and benefit from the industry's favorable growth outlook. Demand
for Quintiles' services will grow as pharmaceutical companies look
to outsource an increasing portion of their research and
development and other functions. The ratings are also supported by
the company's good operating cash flow and very good liquidity.

The ratings are constrained by Moody's expectations that Quintiles
will continue to pursue shareholder friendly initiatives such as
share repurchases, particularly as private equity investors
continue to own about one-third of Quintiles' shares. The ratings
also reflect risks inherent in the CRO and CSO industries, which
are highly competitive, have high reliance on the pharmaceutical
industry, and are subject to cancellation risk.

The stable rating outlook reflects Moody's view that, while
business fundamentals will remain strong, the company will continue
to add debt to fund share repurchases and bolt-on acquisitions
given that much of the company's cash flow is off-shore and would
be subject to taxation if repatriated.

Moody's could upgrade Quintiles' ratings if the company
demonstrates continued stable revenue growth and profit margins and
if we expect the company to maintain adjusted debt/EBITDA around
3.0x.

Moody's could downgrade the ratings if the company experiences
revenue declines and/or margin erosion due to broader trends within
the CRO or CSO industries or if the company undertakes significant
debt-financed acquisitions or shareholder initiatives. For example,
adjusted debt to EBITDA that increases above 4.0 times could lead
to a downgrade.

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 Durham, North Carolina, Quintiles (NYSE: Q) is a
leading global provider of outsourced contract research and
contract sales services to pharmaceutical, biotechnology and
medical device companies. The company is publicly traded but
private equity firms Bain, TPG, 3i and Temasek and the company's
founder, Dr. Dennis Gillings, retain a significant stake in
Quintiles. Quintiles recorded net service revenue of approximately
$4.2 billion for the twelve months ended March 31, 2015.


QUINTILES TRANSNATIONAL: S&P Rates $1.75BB Secured Loans 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured debt rating and '3' recovery rating to pharmaceutical
contract services provider Quintiles Transnational Corp.'s
announced $1.75 billion senior secured credit facility, consisting
of a $500 million senior secured revolver due 2020, a $750 million
senior secured term loan A due 2020, and a $500 million senior
secured term loan B due 2022.  The '3' recovery rating indicates
expectations of meaningful (at the lower end of the 50% to 70%
range) recovery in the event of a payment default.

S&P also assigned a 'BB' senior unsecured debt rating and '5'
recovery rating to Quintiles' proposed $800 million in senior
unsecured notes due 2023.  The '5' recovery rating indicates
expectations of modest (at the lower end of the 10% to 30% range)
recovery in the event of a payment default.

Proceeds will be used to refinance existing debt.  S&P considers
the transaction as essentially leverage neutral.

S&P's 'BB+' corporate credit rating and stable outlook on Research
Triangle, N.C.-based Quintiles remains unchanged.  Quintiles
remains the largest player in the growing contract research
services industry.  Its scale and breadth of service offerings
provide it with a number of competitive advantages, such as being
able to manage larger and more complex trials and to be a preferred
provider to large pharmaceutical clients.  On the financial front,
the company continues to perform, with mid- to high-single-digit
revenue growth expected and annual EBITDA margins having returned
to over 15% in 2014, the first year since 2010.  Leverage has
slipped under 3x, to an adjusted 2.8x at the end of 2014.  S&P
believes leverage will remain in the 3x range of the near term.

RATINGS LIST

Quintiles Transnational Corp.
Corporate Credit Rating            BB+/Stable/--

New Rating

Quintiles Transnational Corp.
Senior Secured
  $500 Mil. Revolver Due 2020       BB+
  $750 Mil. Term Loan A Due 2020    BB+
  $500 Mil. Term Loan B due 2022    BB+
   Recovery Rating                  3L

Senior Unsecured
  $800 Mil. Notes Due 2023          BB
   Recovery Rating                  5L



RADIOSHACK CORP: Sets May 11 Auction for Global Sourcing Group
--------------------------------------------------------------
Radioshack Corporation and its debtor-affiliates filed a notice
stating that they asked the U.S. Bankruptcy Court for the District
of Delaware to set May 6, 2015, at 4:00 p.m. (prevailing Eastern
Time) as bid deadline for the Debtors' assets including their
global sourcing group, their remaining intellectual property
assets, including the United States trademarks, franchise and
dealer network and infrastructure, and customer data.

The Debtors also asked the Court to schedule May 11, 2015, to
auction their assets, and May 16, 2015, to approve the sale of
their assets.  Objections to the sale, if any, are due May 6 at
4:00 p.m. (prevailing Eastern Time).

                         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.


RCC CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RCC Consultants, Inc.
        100 Woodbridge Center Drive, Suite 201
        Woodbridge, NJ 07095

Case No.: 15-18274

Chapter 11 Petition Date: May 1, 2015

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

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Anthony Sodono, III, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: 973-243-8600
                  Fax: 973-243-8600
                  Email: asodono@trenklawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-18274.pdf


REED AND BARTON: Lenox Corp to Acquire Assets for $22 Million
-------------------------------------------------------------
Crissa Shoemaker DeBree at the Bucks County Courier Times reports
that Lenox Corp. came out as the winning bidder for Reed & Barton's
assets.  According to the report, Lenox's $22 million offer
surpassed the previous $15 million offered by Lifetime Brands.

                       About Reed and Barton

Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware.  Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts.  The privately held company's stock is
owned by 28 record shareholders who either are descendants of
Henry Reed or trusts for their benefit.  Aside from selling its
products in department stores and TV shopping networks, the company
has an on-site factory store in Taunton and a showroom in Atlanta,
Georgia.

Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015.  The case is assigned to Judge Henry J. Boroff.

The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.

The Debtor disclosed $18.3 million in assets and $25.7 million in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 1 appointed three creditors to serve on
the official committee of unsecured creditors.


REGENCY ENERGY: Fitch Ups Rating on Series A Preferred Units to BB
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) and
senior unsecured ratings for Regency Energy Partners, LP (RGP) to
'BBB-' from 'BB' following the close of RGP's merger with Energy
Transfer Partners, LP (ETP) and removed RGP from Rating Watch
Positive.  Fitch has also upgraded RGP's series A preferred units
to 'BB' from 'B+' and upgraded and withdrawn the rating for RGP's
senior secured revolver following the termination of the revolver.

In addition, Fitch has affirmed ETP's 'BBB-' IDR and senior
unsecured rating and its junior subordinated notes rating at 'BB'.
Fitch has also affirmed Panhandle Eastern Pipe Line Co.'s
(Panhandle) Issuer Default Rating (IDR) and senior unsecured rating
at 'BBB-' and its junior subordinated notes at 'BB'.  The Ratings
Outlook for all of the entities is Stable.

The upgrade of RGP's debt reflects the guarantees on the senior
notes put in place by ETP.  The withdrawal of the senior secured
rating reflects the termination of RGP's senior secured revolver.
Fitch believes that with RGP's acquisition, and its debt guaranteed
and assumed by its higher rated affiliate, RGP's notes and IDR
should be rated at ETP's rating.

The affirmation of ETP's rating and Stable Outlook reflects Fitch's
belief that the transaction provides ETP with significant benefits,
including increased size and scale, a robust platform for growth,
increased geographic exposure to the Marcellus and Utica shale in
particular, and the opportunity for a fair amount of what should be
easily achievable synergies.

Prior to the transaction Fitch's expectations for leverage at ETP
for 2015 and 2016 was a range of 4.0x to 4.5x.  Pro forma for the
transaction, leverage metrics are expected by Fitch to remain
within these ranges through 2015 - 2016.  To the extent that
leverage was expected to be meaningfully above 4.5x on a sustained
basis, Fitch would likely take a negative rating action.  Leverage
above 5.0x would likely lead to at least a one notch downgrade.

KEY RATINGS DRIVERS

Increased Size, Scale and Diversity: Recent mergers and growth
projects at ETP have resulted in a larger, more diversified, and
generally stronger partnership.  ETP's percentage of contractually
supported fee-based margins has gradually increased.  The recently
announced merger between ETP and RGP should provide ETP with
increased cash flows driven by expected synergies and improved
returns on growth projects previously planned at RGP.  As
mentioned, ETP should benefit from the increased size and scale, an
increased project backlog, and increased geographic exposure,
particularly in West Texas and the Marcellus and Utica shales. With
ETP's merger with RGP and its interests in Sunoco, LP (SUN; rated
'BB'/Stable Outlook by Fitch) and Sunoco Logistics LP (SXL;
'BBB'/Stable Outlook), ETP's operating assets and retail platform
provide further diversified geographic and business line exposure
and a major platform for growth within most of the major U.S.
production regions.

Moderate Leverage Metrics: Fitch expects ETP's adjusted
consolidated debt/EBITDA should range between 4.0x to 4.5x in 2015
and 2016.  If leverage were to be meaningfully above 4.5x on a
sustained basis, Fitch would likely take a negative rating action.

Liquidity is Adequate: ETP has access to a $3.75 billion unsecured
five-year revolving credit facility that matures in November 2019.
As of March 3, 2015, there was a balance of $2.2 billion in
revolving credit loans outstanding under ETP's revolving credit
facility, and there were $122 million of letters of credit
outstanding.  Proceeds from a March 5 $2.5 billion note offering
were used in part, to repay credit facility borrowings.  The credit
facility contains a financial covenant that provides that on each
date ETP makes a distribution, the leverage ratio, as defined in
the credit agreement, shall not exceed 5.0x, with a permitted
increase to 5.5x during a specified acquisition period, as defined
in the credit agreement.  ETP is currently in compliance with this
covenant.

Modest Commodity Price Exposure: Pro-forma for the merger ETP
expects that roughly 76% of its cash flows are either fee based or
hedged for 2015 (71% fee/5% hedged).  As such even in the current
weak commodity price environment expectations are that cash flows
remain relatively stable.

Other Rating Considerations: ETP's structural subordination to
subsidiary debt and uncertainties resulting from potential future
structural changes are also considered.  The potential effect on
pipeline system utilization and related re-contracting risk
resulting from changing natural gas supply dynamics is a
longer-term concern.

Panhandle

Parent Company Affiliation: The rating affirmation reflects
Panhandle's affiliation with Energy Transfer Partners, LP (ETP;
IDR: 'BBB-'/Stable Outlook) and expectations that ETP will continue
to manage Panhandle's credit metrics and liquidity needs at levels
appropriate to support its 'BBB-' rating.  Panhandle is a
wholly-owned subsidiary of ETP.  Panhandle was merged with Southern
Union Company (SUG) last year, with all of SUG's and Panhandle's
notes becoming pari passu.  Fitch does not expect any additional
material transactions or growth initiatives at Panhandle and
expects that future debt maturities will be financed through
issuance at the ETP level.  ETP is expected to provide any
liquidity needs to Panhandle and refinance any Panhandle maturities
at the ETP level and take any excess cash flow to use at ETP.
Panhandle's standalone credit profile is consistent with a 'BBB-'
or better IDR; however, given their strategic, operational and
legal ties, Fitch believes it appropriate to link Panhandle's
ratings with those of its parent, ETP.  An upgrade or downgrade at
ETP would likely lead to an upgrade or downgrade at Panhandle.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer
include:

   -- WTI oil price that trends up from $50/barrel in 2015 to
      $60/barrel in 2016 and a long-term price of $75/barrel; and
      Henry Hub gas that trends up from $3/mcf in 2015 to
      $3.25/mcf in 2016 and a long-term price of $4.50/mcf
      consistent with Fitch's published Base Case commodity price
      deck;

   -- Moderate revenue growth on existing assets;

   -- Balanced funding with both debt and equity of growth capital

      spending and acquisitions

RATINGS SENSITIVITIES

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

ETP

   -- A material improvement in credit metrics with ETP adjusted
      leverage sustained at between 3.5x and 4.0x;
   -- A lessening of consolidated company business risk as ETP
      acquires and expands fixed-fee operations.

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

ETP

   -- Weakening credit metrics with ETP leverage above 5.0x on a
      sustained basis would likely lead to a downgrade to BB+;
   -- Increasing commodity price exposure above 30% could lead to
      a negative ratings action.

These ratings have been upgraded by Fitch with a Stable Outlook:

Regency Energy Partners, LP

   -- Long-term IDR to 'BBB-' from 'BB';
   -- Senior unsecured notes to 'BBB-' from 'BB';
   -- Series A preferred units to 'BB' from 'B+';
   -- Senior secured revolver to 'BBB-' from 'BB+' and withdrawn.

Fitch has affirmed these ratings with a Stable Outlook:

Energy Transfer Partners, L.P.

   -- IDR at 'BBB-';
   -- Senior unsecured debt at 'BBB-';
   -- Junior subordinated debt at 'BB'.

Panhandle Eastern Pipe Line Co.

   -- IDR at 'BBB-';
   -- Senior unsecured debt at 'BBB-';
   -- Junior subordinated debt at 'BB'.



REGENCY ENERGY: Moody's Withdraws 'Ba2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured notes
rating for Regency Energy Partners LP (Regency) to Baa3 from Ba3.
Moody's withdrew Regency's Ba2 Corporate Family Rating (CFR), its
Ba2-PD Probability of Default Rating and its SGL-3 Speculative
Grade Liquidity Rating. The upgrade to Baa3 followed the April 30
closing of Energy Transfer Partners, L.P.'s (ETP, Baa3 stable)
acquisition of Regency and reflects ETP's full and unconditional
guarantee of Regency's outstanding notes through the issuance of a
series of supplemental indentures. The outlook is stable. The
upgrade has no impact on ETP's Baa3 rating or stable outlook, or on
the Ba2 CFR or stable outlook of Energy Transfer Equity, L.P.
(ETE), who holds the general partnership (GP) interest in ETP and
formerly held the GP interest in Regency.

Regency's 4.5% notes due 2023 are guaranteed by Panhandle Eastern
Pipe Line Company, LP (Panhandle, Baa3 stable). Moody's understands
that ETP intends to guarantee the 4.5% notes, which will conform to
the ETP guarantees that were delivered at closing covering all
Regency notes issues other than the 4.5% note issue.

"While weak energy commodity prices have pressured throughput
volumes and EBITDA in the gathering and processing (G&P) segment of
the midstream energy sector, ETP will gain additional scale and
scope across its diversified midstream asset base through the
Regency acquisition," commented Andrew Brooks, Moody's Vice
President. "Moreover, financing the continuing growth of Regency's
investment in G&P will benefit from ETP's investment grade balance
sheet and lower cost of capital."

Issuer: Regency Energy Partners LP

  -- Senior Unsecured Regular Bond/Debentures, Upgraded to Baa3
     from Ba3, LGD4

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals

  -- Probability of Default Rating, Withdrawn , previously rated
     Ba2-PD

  -- Speculative Grade Liquidity Rating, Withdrawn , previously
     rated SGL-3

  -- Corporate Family Rating, Withdrawn , previously rated Ba2

Concurrent with the April 30 closing of its acquisition of Regency
in an all units transaction, ETP has fully and unconditionally
guaranteed the full and punctual payment of the principal of and
interest on Regency's outstanding notes, and the full and punctual
payment of all other amounts payable by the Regency to note holders
under the indentures. The guarantees are unconditional and
absolute, and have been effected through the provision of
supplemental indentures to each of Regency's five indentures.

Reflecting the extent of ETP equity used in the financing of the
acquisition, ETP's debt leverage will remain relatively unchanged
at approximately the 4.4x debt/EBITDA (including Moody's standard
adjustments) reported on a proportionately consolidated basis at
year-end 2014. Moreover, the fee-based component of consolidated
cash flows will remain essentially unchanged at approximately 75%
pro forma for the acquisition. The transaction will roughly double
the contribution of ETP's existing G&P operations to its
consolidated EBITDA from approximately 12% to 23% on a pro forma
basis, adding additional scale to its already sizable midstream
asset base. The complementary nature of the combined G&P businesses
also promises significant savings through shared efficiencies and a
rationalization of corporate G&A.

Regency will operate as a wholly-owned subsidiary of ETP, whose pro
forma combined asset base will grow to exceed $60 billion as a
result of the Regency acquisition. The combination also brings an
element of simplification to the historically complex
organizational structure characterizing the Energy Transfer family,
beyond solving for the 70%/30% ETP/Regency ownership in Lone Star
NGL LLC, their jointly owned natural gas liquids (NGL) logistics
operating company.

ETP terminated Regency's $2.5 billion revolving credit facility,
under which $2.3 billion was outstanding as of the April 30 closing
date. In February 2015, ETP increased the size of its unsecured
revolving credit facility to $3.75 billion from $2.5 billion, in
part to accommodate outstanding Regency borrowings under its
revolving credit facility post-closing and post-termination. In
March 2015, ETP issued $2.5 billion in unsecured notes whose
proceeds were used to repay its revolving credit outstandings and
fund growth capital spending.

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

Moody's has withdrawn these ratings for reorganization purposes.

Energy Transfer Partners, L.P. is a midstream master limited
partnership headquartered in Dallas, Texas.


REICHHOLD HOLDINGS: Has Until July 27 to Decide on Florida Lease
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until July 27, 2015, the deadline
within which Reichhold Holdings US Inc. and it's debtor-affiliates
may decide whether to assume, assume and assign, or reject their
unexpired lease with The Alabama & Gulf Coast Railway LLC.  The
Debtors and the landlord are parties to a lease of nonresidential
real property for the property located in Pensacola, Florida.

                         About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets.  Reichhold -- http://www.Reichhold.com/--  has
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.  In 2013,
the companies generated $1.08 billion in net revenue, and as of the
year-to-date August 2014, $750 million in net revenues.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

The Reichhold Companies filed for bankruptcy to pursue a sale
transaction that has two elements: (i) a consensual foreclosure by
the holders of senior secured notes on their security interests in
the common and preferred stock in Reichhold Holdings Luxembourg,
S.a.r.l. ("RHL"), the ultimate holding company of all of the
non-debtor affiliates that operate outside the U.S., and (ii) a
purchase of certain assets of the Debtors by Reichhold Holdings
International B.V. through a credit bid pursuant to Section 363 of
the Bankruptcy Code.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.

Logan & Company is the company's claims and noticing agent.

The cases are assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.

On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed.  This transaction,
approved by the Delaware Bankruptcy Court on January 12, 2015,
allows Reichhold's U.S. businesses to successfully emerge from
bankruptcy and re-join the rest of the global Reichhold
organization.

Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.  As a result of that transaction, Reichhold is now owned by
those and other investors.


REVEL AC: Plan Solicitation Exclusivity Extended to June 30
-----------------------------------------------------------
U.S. Bankruptcy Judge Gloria M. Burns has extended until June 30,
2015, Revel AC, Inc., et al.'s time to solicit acceptances for a
chapter 11 plan.  In seeking an extension of the April 30 deadline,
the Debtors related that as they move forward with a sale to Polo
North, they required additional time to seek approval of the
Disclosure Statement and solicit votes on the Plan.

                         About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013,
the 2013 Plan was confirmed and became effective on May 21, 2013.


RIVER CITY RESORT: Casey Barge Removed From Chattanooga Waterfront
------------------------------------------------------------------
WDEF.com reports that River City Resort, Inc.'s Casey Barge has
been removed from the Chattanooga waterfront near downtown
Chattanooga to be transported to Mobile, Alabama.

WDEF.com quoted U.S. Attorney William C. Killian as saying, "The
recent removal of the Casey barge was a result of cooperative
efforts by several federal and state agencies.  Through the
diligent efforts of Assistant U.S. Attorneys Kent Anderson and
Kenny Saffles, who worked closely with trustee Jerry Farinash,
Assistant U.S. Trustee Kim Swafford, the Army Corps of Engineers,
the U.S. Coast Guard, and the Tennessee Valley Authority, this
long-time eye sore is now gone from the city of Chattanooga.  The
agencies involved all worked together to protect the environment
and the Chattanooga waterfront from a potential disaster.  We wish
to thank them for their efforts to expedite the removal of the
barge consistent with safety, law and regulations."

According to WDEF.com, the Nashville District Counsel for the U.S.
Army Corps of Engineers contacted the U.S. Attorney's Office for
the Eastern District of Tennessee in February 2015, regarding
concerns over the condition of the barge, its potential hazards to
the environment and navigation on the river, and the need for its
removal.  The report states that the Assistant U.S. Attorneys from
the Eastern District of Tennessee, the Corps, and the office of the
U.S. Trustee advocated for the appointment of a special trustee to
oversee the barge owner's estate and the disposition of the barge
itself.  Jerry Farinash was appointed as special trustee, the
report adds.

                      About River City Resort

River City Resort, Inc., which formerly does business as Showboat
Suites, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tenn. Case No. 14-10745) on Feb. 24, 2014.  River City Resort
owns a portion of a tract of property on the Tennessee River where
a rundown barge is moored across from the Tennessee Aquarium.

Judge Shelley D. Rucker presides over the case.  David J. Fulton,
Esq., at Scarborough, Fulton & Glass, represents the Chattanooga,
Tenn.-based Company.

In its petition, River City estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Allen Casey,
president.

Mr. Casey on Feb. 26, 2014, filed a Chapter 7 bankruptcy petition
in U.S. Bankruptcy Court in Chattanooga, Tenn., estimating assets
of $50,000 or less, and liabilities between $1 million and $10
million.


ROADRUNNER ENTERPRISES: May 6 Hearing on PB Cash Collateral
-----------------------------------------------------------
The Bankruptcy Court will convene a final hearing on May 6, 2015,
at 2:00 p.m., to consider Roadrunner Enterprises Inc.'s request for
further access to Presidential Bank's cash collateral.

On April 16, Bankruptcy Judge Kevin R. Huennekens signed off a
stipulated order between the Debtor and Presidential Bank
authorizing the Debtor's interim and limited use of cash collateral
until May 6, and for adequate protection.

The Debtor would use the cash collateral to avoid immediate and
irreparable harm to the Debtor and the estate.

Presidential Bank has a first-priority lien and security interest
in the Campground (real estate located in Chesterfield County,
Virginia, commonly known as the Roadrunner Campground) and the cash
and personal property, negotiable instruments, items of payment and
other proceeds generated by the Campground and the operation of the
Debtor's business on the Campgrounds.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant Presidential Bank:

   1. by April 3, the Debtor will make payment to Presidential Bank
in the amount of $3,480; and

   2. by May 5, the Debtor will make payment to Presidential Bank
in the amount of $1,740.

Except in strict accordance with the budget, the Debtor will not
use the cash collateral to make any payments to insiders without
prior consent of Presidential Bank.

A copy of the stipulated order and budget is available for free
at:

  http://bankrupt.com/misc/RoadR_62_stiporder_PresidentialCC.pdf

                   About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge
Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.

No trustee or examiner has yet been appointed in this Chapter 11
case, and no committees have yet been appointed or designated.


ROCK AIRPORT: Asks Appeals Court to Permit Trial in Sale
--------------------------------------------------------
Gianni Flore, Esq., the attorney for Rock Ferrone, has asked the
appeals court to permit trial in the sale of Rock Airport of
Pittsburgh, LLC, saying that his client deserves his day in court
on claims of a conspiracy to take control of the airport away from
him, Len Barcousky at Pittsburgh Post-Gazette reports that

An Allegheny County jury should be allowed to consider the
credibility of witnesses in the case who claimed memory lapses, the
Post-Gazette relates, citing Mr. Flore.  The report says that Mr.
Flore was trying to make his case for overturning the decision of
Allegheny County Senior Common Pleas Judge R. Stanton Wettick Jr.
to dismiss his client's lawsuit against 15 parties, which included
former county executive Dan Onorato, the law firm Meyer Unkovic &
Scott, and former county Economic Development director Dennis
Davin.

Matthew Meade, the attorney for the Redevelopment Authority of
Allegheny County and who spoke on behalf of the people and
organizations Mr. Ferrone had sought to sue, argued that the court
need not even consider the merits of Mr. Ferrone's appeal because
it was fatally flawed by procedural defects, the Post-Gazette
states.  Citing Mr. Meade, the report adds that Mr. Ferrone's
lawyers raised new issues in the appeal and failed to cite
sufficient supporting evidence from the original court record.

According to the Post-Gazette, Commonwealth Court Judge Bonnie
Ledbetter, Senior Judge James Gardner Colins, and Judge Anne E.
Covey took Mr. Ferrone's request that the case be returned to
county court for a trial under advisement.

                        About Rock Airport

Rock Airport of Pittsburgh, LLC, based in Pittsburgh,
Pennsylvania, filed for Chapter 11 bankruptcy (Bankr. W.D. Pa.
Case No. 09-23155) on April 30, 2009.  Robert O. Lampl, Esq.,
serves as Rock Airport's counsel.  In its petition, Rock Airport
estimated $1 million to $10 million in both assets and debts.  A
full-text copy of the petition, including the Debtor's list of 16
largest unsecured creditors, is available for free at
http://bankrupt.com/misc/pawb09-23155.pdf

The petition was signed by Rock Ferrone, president of the Company.

Its affiliate, Pittsburgh-based RPP LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Pa. Case No. 13-20868) on Feb. 28, 2013,
disclosing $6,710,000 in assets and $6,200,000 in liabilities.
Elliott J. Schuchardt, Esq., at Schuchardt Law Firm, serves as
RPP's counsel.  The petition was signed by Rock Ferrone, managing
member.


ROSETTA RESOURCES: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed the 'BB-' corporate credit rating on
Houston-based exploration and production (E&P) company Rosetta
Resources Inc.

At the same time, S&P lowered the senior unsecured debt ratings to
'B+' from 'BB-', and revised the recovery rating to '5', indicating
S&P's expectation of modest (10% to 30%, upper half of the range)
recovery in the event of a payment default, from '4'.

"The ratings on Houston-based Rosetta Resources Inc. reflect our
assessments of the company's 'significant' financial risk, 'weak'
business risk, and 'adequate' liquidity," said Standard & Poor's
credit analyst Michael Tsai.

The negative outlook reflects the potential for a downgrade during
the next 12 months if the company's earnings erode more than S&P's
projections.

S&P would consider a downgrade if it expected FFO to debt to remain
below 20% for a sustained period.  Such an event could occur if S&P
lowers its price assumptions and/or operating performance falls
short of expectations.

S&P would consider revising the outlook to stable if it expected
company to sustain FFO to debt comfortably above 20%, likely in
conjunction with improving price assumptions.



ROYAL HOLDINGS: Buyout No Impact on Moody's Ratings
---------------------------------------------------
Moody's Investors Service said that Royal Holdings, Inc.'s ratings
and outlook are not immediately impacted by plans for a sale of the
company to a new private equity sponsor.

Royal Holdings holds Long Term Rating of B2.

Royal Holdings, Inc. is a holding company that owns Royal Adhesives
& Sealants and ADCO Global, merged in a transaction that closed in
mid-2013. The companies manufacture sealants, tapes, adhesives, and
coatings sold into a variety of end markets. Private equity firm
Arsenal Capital Partners has owned the company since 2010.
Headquartered in South Bend, Indiana, the company generated $616
million of revenue for the twelve months ended December 31, 2014.



ROYAL HOLDINGS: S&P Lowers CCR to 'B-', Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Royal Holdings Inc. to 'B-' from 'B'.  The outlook
is stable.

S&P also lowered its issue rating on the company's first-lien
senior secured debt to 'B-' from 'B'.  The recovery rating remains
'3' indicating S&P's expectation of meaningful (50% to 70%; the
upper half of the range) recovery in the event of payment default.

At the same time, S&P lowered its issue rating on the second-lien
senior secured debt to 'CCC' from 'CCC+.'  The recovery rating
remains '6' indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of payment default.

"The stable outlook reflects our view that Royal Holdings Inc. will
maintain a capital structure that is consistent with measures in
the lower end of the highly leveraged financial risk profile,
specifically with debt to EBITDA of above 6x," said Standard &
Poor's credit analyst Allison Czerepak.  "We also expect the
company will maintain its very aggressive financial policy and
pursue modest-sized acquisitions and, over the longer term,
shareholder rewards."

S&P could lower ratings further if the announced capital structure
under the new private equity ownership is substantially more
aggressive than current expectations, which would signal an
increased risk associated with financial policy.  S&P could also
lower ratings if there are integration problems associated with the
transaction.  In addition, S&P could lower ratings if operating
challenges, following the loss of several contracts, materially
decrease free cash flow generation to less than $5 million;
increases leverage to more than 7x, with no prospect of near term
improvement; or if the company's liquidity position deteriorates.

Given the company's aggressive financial policy, S&P views an
upgrade over the next year as unlikely.



SALADWORKS LLC: Gets Nod on Executive Bonus Plan
------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave Saladworks
LLC the nod for its executive bonus plan after the casual
restaurant chain added a provision that would trigger the
compensation only if a sale brings in at least $10 million for the
estate.

According to the report, U.S. Bankruptcy Judge Laurie Selber
Silverstein said that Saladworks' key employee incentive program,
which covers five of the chain's executives, was appropriate under
the Bankruptcy Code, especially since a floor value for any
potential sale had been added.  The bonus plan, which would dole
out a total of nearly $300,000 to five top employees if all the
benchmarks are met, did receive some scrutiny from several corners,
including creditor WS Finance LLC and equity holder JVSW LLC --
both of which have sued Saladworks in the Delaware Chancery Court
and elsewhere over loans and purported put rights -- as well as the
official committee of unsecured creditors and the U.S. Trustee's
Office, 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.


SALIENT PARTNERS: Moody's Assigns '(P)B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 corporate family rating
to Salient Partners, LP, a rating of (P)B2 to its $15 million
senior secured revolving credit facility, and a rating of (P)B2 to
its $160 million senior secured term loan. The planned use of
proceeds is to refinance existing debt outstanding and to fund the
acquisition of Forward Management, LLC ("Forward").

Salient is an asset management firm headquartered in Houston,
Texas, with over 250 professionals throughout Houston, San
Francisco, and New York. Salient offers a selection of alternative
asset products spanning equity, fixed income, risk-balancing,
asset-allocation, energy and commodity, real estate, hedge fund and
private equity strategies in the form of mutual funds, separately
managed accounts and private funds. On 11 February 2015, Salient
signed a definitive agreement to acquire Forward Management, LLC,
the investment advisor to the Forward Funds family of mutual funds,
for $60 million. The combined Salient and Forward entity will
manage $16.6 billion of assets under management (AUM), consisting
of Salient's $10.8 billion AUM and Forward's $5.8 billion of liquid
alternatives and real assets AUM. Salient currently manages an
additional $10.4 billion of assets under advisory as an outsourced
CIO on behalf of the San Diego County Employees Retirement
Association; this relationship is expected to be exited during
2015. Summit Partners, a growth equity PE firm, purchased a
minority interest in Salient in 2010.

In the context of Moody's asset manager universe, the pro forma
Salient entity will be a small, niche player with respect to market
scale and diversification. After giving effect to the transaction,
leverage of 5.3x pro forma adjusted EBITDA (as calculated by
Moody's) is high, limiting the firm's financial flexibility and
profitability. Both Salient and Forward have experienced highly
volatile AUM flows for the past five years driven by challenged
performance in certain products. The company's relatively small
scale, coupled with uncertainty in integrating the Forward
acquisition, are additional key drivers of its (P)B2 rating.

The ratings could move up if the franchise grows due to marked
increases in net client flows, successfully executes on a lower
cost structure that materially increases profitability margins, or
significantly reduces leverage to below 4.0x Debt/EBITDA. The
ratings could move down if there are sustained gross client
redemptions combined with net client outflows, or if leverage moves
above 5.5x.

The stable outlook reflects the firm's stable cashflow generation
and the potential for cost savings arising from the merger.

The following ratings were assigned:

Salient Partners, LP:

  -- Corporate Family Rating -- (P)B2

  -- $15 million RCF - (P) B2

  -- $160 million Term Loan -- (P) B2

The principal methodology used in these ratings was Asset Managers:
Traditional and Alternative published in February 2014.


SALIENT PARTNERS: S&P Assigns 'BB-' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
counterparty credit rating on Salient Partners L.P.  The outlook is
stable.  At the same time, S&P assigned its 'BB-' issue rating on
the company's proposed $175 million first-lien senior secured
credit facility (including a $160 million six-year, first-lien
senior secured term loan and a $15 million five-year, first-lien
senior secured revolving credit facility).  S&P has also assigned a
recovery rating of '3' to the proposed first-lien credit facility.
A recovery rating of '3' indicates S&P's expectation of meaningful
(50% to 70%) recovery in the event of a payment default.

"Our ratings on Salient are based on the company's considerable
debt leverage, low interest coverage, and limited scale and market
position given its size, although we believe the company has a
meaningful market share within the liquid alternatives sector in
asset management," said Standard & Poor's credit analyst Sebnem
Caglayan.  The company's adequate investment performance and EBITDA
margins above 25% only partially offset the company's weaknesses.

On Feb. 11, 2015, Salient signed a definitive agreement to acquire
Forward Management LLC.  Upon the consummation of the transaction,
expected in May 2015, Forward will become a 100% owned subsidiary
of Salient.  The combined company will be headquartered in Houston
and have approximately 250 employees, of which 58 will be
investment professionals.  Salient will issue $175 million
first-lien senior secured credit facility, consisting of a $160
million term loan and $15 million revolving line of credit, to
finance the Forward acquisition and refinance existing debt.  The
$15 million revolving credit facility will remain undrawn.

S&P assess Salient's business risk profile as "fair."  As of
Dec. 31, 2014, total assets under management (AUM) (on a combined
pro forma basis) were $16.0 billion ($5.8 billion Forward and $10.2
billion Salient).  Although the company has a niche offering within
the liquid alternatives space, it is one of the smaller asset
managers that S&P rates with limited scope and scale. Although
Salient's AUM increased to $10.2 billion as of the
Dec. 31, 2014, from $7.7 billion as of Dec. 31, 2011, because of
net inflows and market appreciation, Forward's AUM stayed
relatively flat at $5.8 billion over the same period, and it
experienced some net asset outflows.

The outlook on Salient is stable.  It takes into account S&P's view
that Salient will generate, on a pro forma basis, an EBITDA margin
between 25% and 30%, debt leverage between 3.5x and 4.0x, and
interest coverage between 3.0x and 4.0x.  S&P also believes the
company will maintain a limited market position and will be able to
continue to protect its niche position and adequate investment
performance and margins.

S&P could raise the rating if the company lowers leverage below
3.0x on a sustained basis while increasing its scale and improving
its competitive position.  Sustained lower leverage would most
likely be achieved through the free cash flow sweep.

S&P could lower the rating, alternatively, if the business profile
begins to deteriorate such that investment performance worsens and
the company experiences sustained outflows and leverage exceeds
4.0x.



SM ENERGY: S&P Affirms 'BB' CCR, Outlook Remains Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on U.S.-based SM Energy Co.  At the same
time, S&P revised its assessment of the business risk profile to
"fair" from "weak" and the financial risk profile to "significant"
from "intermediate."  The outlook remains stable.

"We revised SM Energy's business risk profile assessment to 'fair'
from 'weak' based on the improvements in the company's reserve
profile," said Standard & Poor's credit analyst Michael Tsai.

The company increased year-end proved reserves to 548 million
barrels of oil equivalent (mmboe) and averaged production at more
than 151 mboe per day, up from 429 mmboe of proved reserves and 132
mboe per day in 2013.  In addition, the company increased its
proved developed reserve life to 5.2 years, up from 4.3 years.
Although SM Energy's Eagle Ford assets contribute to most of its
production, the company continues to develop projects in the
Bakken/Three Forks formation, the Powder River Basin, and the
Permian Basin.  Increased geographical diversity will make the
company less vulnerable to regional price volatility and less
dependent on operational performance from a single basin.

S&P revised the company's financial risk profile assessment to
"significant" from "intermediate" based on its expectation that
S&P's forecast funds from operations (FFO) to debt will fall below
45%, driven by lower crude oil and natural gas prices, which have
reduced capital spending levels and resulting production
expectations.  However, as a result of S&P's updated view on the
company's business risk, it believes the current credit measures
are appropriate for the rating.

The stable outlook on SM Energy reflects S&P's view that the
company will cut back capital spending and preserve liquidity while
maintaining credit measures appropriate for the current rating,
including FFO to debt of about 35% to 37.5% in 2015.



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

       Debtor                                    Case No.
       ------                                    --------
       Spectrum Analytical, Inc.                 15-30404
       830 Silver Street
       Agawam, MA 01001

       Hanibal Technology, LLC                   15-30405
       830 Silver Street
       Agawam, MA 01001

Type of Business: Provides testing and analytical data for
                  a variety of environmental interests.

Chapter 11 Petition Date: April 30, 2015

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

Judge: Hon. Henry J. Boroff

Debtors' Counsel: Michael B. Katz, Esq.
                  BACON WILSON, P.C.
                  33 State St.
                  Springfield, MA 01103
                  Tel: (413) 781-0560
                  Email: mkatz@baconwilson.com

                     - and -

                    Spencer A. Stone, Esq.
                    BACON WILSON, P.C.
                    33 State Street
                    Springfield, MA 01103
                    Tel: (413) 781-0560
                    Fax: (413) 739-7740
                    Email: sstone@baconwilson.com

                                      Estimated   Estimated
                                       Assets    Liabilities
                                    -----------  -----------
Spectrum Analytical                 $10MM-$50MM  $10MM-$50MM
Hannibal Technology                 $1MM-$10MM   $1MM-$10MM

The petition was signed by Hanibal C. Tayeh, president.

A. List of Spectrum Analytical's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Agilent Technologies, Inc.            Supplier          $11,384
5301 Stevens Creek Blvd
Santa Clara, CA 95051

Airgas USA, LLC                       Supplier          $68,336

Analytical West, Inc.                 Supplier          $21,777

Environmental Express                 Supplier          $27,678

Federal Express                    Delivery Service     $30,604

Fisher Scientific                     Supplier          $99,222

Greenwood Products, Inc.              Supplier          $48,158

IESI - Innovative Engineering      Consulting and       $35,416
Solutions, Inc.                        Vendor

National Grid                        Utilities          $20,126

New England Disposal              Disposal Service      $91,424
Technologies, Inc

Pace Analytical                  Analytical Services    $27,156

Perkin Elmer                          Supplier          $32,508

Phoenix Environmental Labs       Analytical Services    $24,481

Praxair Distribution, Inc.            Supplier          $26,445

Restek Corporation, Inc.              Supplier          $29,501

Scientific Specialties Service,       Supplier         $108,621
Inc.

Teledyne Tekmar                       Supplier          $12,261

Thermo Electron Corp. - OH            Supplier          $20,393

VWR International, Inc.               Supplier          $75,791

W.B. Mason                             Vendor           $24,432

B. List of Hannibal Technology's six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of America, NA              2015 Ford Explorer     $57,000

Greenwood Credit Union           2014 Ford Escape       $44,000

Lincoln Automotive Financial     2014 Lincoln MKZ       $56,000
Services

Quincy Mutual Insurance               Insurance          $1,000

TD Bank NA                       2014 Ford Explorer     $48,000

Travelers                             Insurance          $8,500


SPRINT INDUSTRIAL: Moody's Cuts CFR to Caa1, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Sprint Industrial Holdings,
LLC's  Corporate Family Rating to Caa1 from B3 due to deterioration
in the company's operating performance and its weakened liquidity
profile. Concurrently, the ratings on the company's first lien
credit facilities were lowered one notch to B3 from B2 and its
second lien term loan rating was lowered one notch to Caa3 from
Caa2. The ratings outlook is negative.

The following ratings were downgraded:

  -- Corporate Family Rating, to Caa1 from B3

  -- Probability of Default Rating, to Caa1-PD from B3-PD

  -- $12.5 million revolver due 2018, to B3 (LGD-3) from B2
     (LGD-3)

  -- $165 million ($163 million outstanding) Senior Secured First
     Lien Term Loan due 2019, to B3 (LGD-3) from B2 (LGD-3)

  -- $70 million Senior Secured Second Lien Term Loan due 2019,
     to Caa3 (LGD-5) from Caa2 (LGD-5)

  -- Outlook, Negative

The ratings downgrade was prompted by the company's weaker than
expected operating performance attributable to a decline in revenue
from lower oilfield rental revenue emanating from lower customer
demand and frac tank utilization levels. Credit metrics are not
expected to improve meaningfully over the intermediate term,
remaining in line with the Caa1 CFR. Softness in the company's
revenue derived from the upstream oil services business has kept
leverage (debt/EBITDA) above 6.0 times and EBITA/interest coverage
at slightly under 1.0 time. The downgrade also reflects the
company's weak liquidity profile characterized by a nearly fully
utilized revolver, negligible cash balances and negative free cash
flow generation after capital expenditures.

Sprint Industrial's Caa1 CFR considers the company's relatively
modest revenue scale, high leverage and geographic concentration
largely limited to the Gulf Coast region of the U.S. In addition,
Moody's does not expect any meaningful near-term improvement to
leverage metrics, given the softness in some of the company's key
end-markets. The ratings consider that the company's limited
revenue scale makes it more vulnerable to any future unpredictable
swings in demand, particularly in the energy sector of the Gulf
Coast region, where the majority of the company's operations are
located. Continued increased competition in the frac rental
industry that placed pressure on rental rates and equipment
utilization presents additional risks, as reflected in the
company's recent operating results. Sprint Industrial's revenue and
EBITDA contribution from its energy exploration business have come
under pressure due to the aforementioned increased competition in
the frac rental business.

In contrast to some of its industry peers on the tank rental and
services business, Sprint Industrial possesses a more diverse
business model, which provides support to the ratings. The
company's safety equipment business accounts for roughly a third of
the company's total revenues. Although margins in this segment are
lower than those of the rental business, Sprint Industrial's safety
business provides diversity to its revenue base.

The negative outlook is underscored by the company's weak liquidity
profile and challenging end-market conditions. Stabilization of the
ratings outlook would require a higher and steadier profit outlook
as well as an improved liquidity profile, including increased free
cash flow generation and greater availability under the company's
revolving credit facility.

Ratings could be downgraded if the company's liquidity position
deteriorates with its revolver remaining fully drawn, lack of
improvement in free cash flow generation or if credit metrics
weaken.

A ratings upgrade is unlikely in the near term given current
liquidity concerns. Over the longer term, ratings could be upgraded
if debt/EBITDA improves to below 6.5 times and EBIT/interest
reaches over 1.0 times on a sustained basis together with an
improved liquidity profile.

The principal methodology used in these ratings was Equipment and
Transportation Rental 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.

Sprint Industrial Holdings LLC, headquartered in Texas, is a rental
provider of liquid and solid storage tanks primarily for the
refinery, energy and industrial end-markets in the U.S. Gulf Coast
area. The company also offers technical safety equipment products
and services and equipment transportation services. Sprint
Industrial was acquired by First Atlantic Capital, CSW Private
Equity, and GS Merchant Banking Division in 2007.


STANDARD PACIFIC: S&P Raises CCR to 'BB-', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Standard Pacific Corp. to 'BB-' from 'B+'.  The
outlook is stable.  At the same time, S&P raised its issue-level
rating on the company's senior unsecured debt to 'BB-' from 'B+',
in line with the corporate credit rating.  The recovery rating on
the senior unsecured debt is '3', reflecting S&P's expectations for
recovery in the lower half of the meaningful range (50% to 70%) in
the event of a payment default.

The upgrade reflects S&P's recognition of the company's ability to
maintain favorable profitability relative to rated peers while
continuing to expand its homebuilding platform.  The rating also
incorporates S&P's forecast for debt to EBITDA to improve to below
4x in 2015, down from 4.5x in 2014, driven by increased volume from
a rising level of active housing communities.

"The stable outlook reflects our view that the U.S. housing
recovery will continue with a tempered but steady increase in new
home sales volume over the next 12 months and that Standard Pacific
will continue to increase its community count to drive home
closings while maintaining favorable profitability relative to its
homebuilding peers," said Standard & Poor's credit analyst
Christopher Andrews.  "We also expect the company to maintain
strong liquidity while it continues to invest heavily in land."

S&P could take a negative rating action in the next 12 months if
the company pursues additional debt to fund spending on land
acquisition that is materially more aggressive than S&P's forecast,
such that debt to EBITDA exceeds 5x and debt to capital exceeds
60%.

S&P views an upgrade as unlikely at this time because the company's
financial sponsor ownership currently restricts S&P's assessment of
the financial risk profile and its size, scale, and geographic
diversity are not consistent with homebuilding peers who are
considered to have a "satisfactory" business risk profile. Any
potential positive rating action would likely be contingent on the
company's equity sponsors reducing their ownership stake to less
than 40%.



STREET INC.: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Street, Inc.
           ta The Fox Hunt Tavern
           ta Frank's Pizza
        3542-46 Street Rd.
        Bensalem, PA 19020

Case No.: 15-13008

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Magdeline D. Coleman

Debtor's Counsel: Jeffrey W. Soderberg, Esq.
                  MANDRACCHIA & MCWHIRK LLC
                  2024 Cressman Road
                  P.O. Box 1229
                  Skippack, PA 19474
                  Tel: 610-584-0700
                  Email: jws@mmattorneys.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Francis J. Ronca, Jr., president and
treasurer.

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


SURVEYMONKEY INC: S&P Affirms 'B' CCR & Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings,
including its 'B' corporate credit rating, on Palo Alto,
Calif.-based SurveyMonkey Inc. and revised the rating outlook on
the company to stable from negative.

"The outlook revision to stable stems from SurveyMonkey's
better-than-expected credit metrics, and from a combination of debt
reduction from equity raised and strong top line performance," said
Standard & Poor's credit analyst Elton Cerda.

The stable rating outlook on SurveyMonkey reflects S&P's
expectation that the company's liquidity will remain "adequate" and
leverage will continue to gradually decline despite increased
marketing spending.

S&P could lower the rating if SurveyMonkey's growth initiatives do
not produce a meaningful return on investment, raising the risk of
lease-adjusted leverage rising above 6.5x over the next 12-18
months and covenant headroom shrinking to less than 15%.

S&P could raise the rating on the company if it sees convincing
signs that revenue and EBITDA growth are materializing in 2015 and
2016 as a result of the company's growth efforts.  S&P believes
this would manifest in an increase in core subscribers, growth in
ARPU as a larger percentage of subscribers migrate to the
higher-priced enterprise platform, and the increased contribution
from the audience panel and enterprise business becoming a more
meaningful percentage of overall revenues.  In this scenario S&P
envisions the core business declining to about 50% because of
growth in audience and enterprise sales, and debt to EBITDA
declining below 5x on s sustain basis.



TABERNACLE CHRISTIAN: Case Summary & 13 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Tabernacle Christian Church
        2500 East Washington Street
        Suffolk, VA 23434

Case No.: 15-71461

Chapter 11 Petition Date: April 30, 2015

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: 757-333-4500
                  Fax: 757-333-4501
                  Email: jliberatore@clrbfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ben Fitzgerald, III, senior pastor.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb15-71461.pdf


TOUCHTUNES INTERACTIVE: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned to TouchTunes Interactive
Networks, Inc. a first-time B2 Corporate Family Rating and B2-PD
Probability of Default Rating. Concurrently, Moody's assigned a B1
rating to the proposed first-lien credit facilities, consisting of
a $170 million senior secured term loan and $25 million senior
secured revolving credit facility (RCF), and Caa1 rating to the
$62.5 million second-lien senior secured term loan. The rating
outlook is stable.

Proceeds from the new credit facilities plus common equity from
funds managed by private equity firm Searchlight Capital Partners,
L.P. will be used to finance the leveraged buyout (LBO) of
TouchTunes. The company's Tanjarine subsidiary (focused on
restaurant tablet technology) is not being acquired.

Issuer: TouchTunes Interactive Networks, Inc.

  -- Corporate Family Rating - B2

  -- Probability of Default Rating - B2-PD

  -- $25 Million First-Lien Senior Secured Revolver due 2020 -
     B1 (LGD-3)

  -- $170 Million First-Lien Senior Secured Term Loan due 2021 -
     B1 (LGD-3)

  -- $62.5 Million Second-Lien Senior Secured Term Loan due 2022
     - Caa1 (LGD-5)

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

TouchTunes' B2 CFR reflects its small revenue base and high pro
forma financial leverage of roughly 6.0x total debt to EBITDA (as
of December 28, 2014, incorporating Moody's standard operating
lease adjustment, stock compensation expense and a full year of
Soundnet EBITDA, but excluding the Tanjarine EBITDA loss). The B2
rating also embeds the concentrated revenue exposure to the
cyclical consumer discretionary segment, potential aggressive
pricing from deep-pocketed competitors that could enter the market
and ownership by a private equity sponsor. We note the potential
risk for aggressive financial policies (e.g., cash distributions)
is reflective of the attractive high margin services-based revenue,
characterized by solid EBITDA growth and meaningful cash flow
generation, a function of the asset-lite business model.

Though small in size, the company maintains the largest network of
digitally connected jukeboxes in North America with a leading
market position. TouchTunes shoulders none of the capital risk
associated with the jukeboxes, a credit positive, as its operator
network is responsible for all installation, repair and maintenance
of the installed fleet. While pro forma leverage is high, Moody's
projects the company will steadily de-lever to levels commensurate
with the median leverage for B2 rated global cross-industry peers,
currently around 5.6x total debt to EBITDA (Moody's adjusted).

The B2 rating benefits from TouchTunes' long-standing relationships
with the major labels, publishers and performance rights
organizations (PROs) that provide music content via multi-year
licensing agreements, which provides good COGS visibility and a
high barrier to entry. A further barrier includes the highly
fragmented network of independent operators with over 2,500
operators in its network. TouchTunes is diversified across regions
in North America with no single operator representing more than 1%
of music revenue and the top 100 operators accounting for just
under 35% of music revenue. TouchTune's patented technology and
cumulative R&D spend also represent significant hurdles for new
entrants to replicate and establish high switching costs for the
operators.

Ratings are further supported by the somewhat recurring nature of
music services revenue, anticipated organic revenue and EBITDA
growth, and relatively robust adjusted EBITDA margins. We believe
this will be driven by further competitive displacements in the US
and Europe, upgrades of older generation jukeboxes and strong
growth in higher margin segments such as data-enabled digital
advertising and mobile platform sales.

Moody's expects positive free cash flow generation over the rating
horizon given the sizable NOLs, favorable working capital trends
and low capital expenditures. We project TouchTunes will convert
sufficient EBITDA to free cash flow (assuming no cash
distributions) to comfortably meet cash needs. We expect the
company will maintain good liquidity with cash balances of at least
$15 million and full access to the $25 million RCF.

The stable rating outlook reflects our view that the US economy
will continue to grow modestly. This should support TouchTunes'
organic revenue growth, which Moody's expects to be in the
mid-single digit range, with solid adjusted EBITDA margins
resulting in de-leveraging to levels commensurate with the median
leverage for B2 rated global cross-industry peers.

What Could Change the Rating - UP:

An upgrade could occur if TouchTunes exhibits revenue growth and
EBITDA margin expansion leading to sustained reduction in total
debt to EBITDA leverage below 4.5x (Moody's adjusted) and
increasing free cash flow generation resulting in free cash flow to
adjusted debt of at least 7%. The company would also need to
maintain a good liquidity position and exhibit prudent financial
policies to be considered for an upgrade.

What Could Change the Rating - DOWN:

Ratings could experience downward pressure if financial leverage is
sustained above 6.5x (Moody's adjusted) or if EBITDA growth is
insufficient to maintain positive free cash flow generation.
TouchTunes could also be downgraded if market share erodes, music
services revenue deteriorates, liquidity weakens, or the company
engages in leveraging acquisitions or significant shareholder
distributions.

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

Headquartered in New York, N.Y., privately-owned TouchTunes
Interactive Networks, Inc. is a leading provider of out-of-home
digital-based interactive music and entertainment jukeboxes, with
an installed base of approximately 75,000 units featured in bars,
restaurants, retail stores, hospitality establishments and other
locations across North America (61,000 units) and Europe (14,000
units). TouchTunes maintains a network of over 2,500 jukebox
operators in North America who install the equipment in local
venues and take responsibility for maintenance, promotion, service
and support. The company is being acquired by Searchlight Capital
Partners, L.P.


TOUCHTUNES INTERACTIVE: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to New York City-based TouchTunes
Interactive Networks Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating with a
'2' recovery rating to the company's proposed $25 million revolving
credit facility due 2020 and to its $170 million first-lien term
loan due 2021.  The '2' recovery rating indicates S&P's expectation
for substantial (70%-90%; lower half of the range) recovery for
lenders in the event of a payment default.  S&P also assigned its
'CCC+' issue-level rating with a '6' recovery rating to the
company's proposed $62.5 million second-lien term loan due 2022.
The '6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.

"The rating on TouchTunes reflects our assessment of the company's
'weak' business risk profile, based on the company's narrow
business focus and limited international presence," said Standard &
Poor's credit analyst Heidi Zhang.

The stable rating outlook on TouchTunes reflects S&P's expectation
that the company will maintain "adequate" liquidity over the next
year, with adjusted leverage in the high-5x area.

S&P could consider a lower rating if the company's discretionary
cash flow declines to minimal levels or if its margin of covenant
compliance decreases below 15% on a sustained basis because of
significant declines in jukebox usage or disruptive competition in
the company's niche area of operations.

Although unlikely, S&P could raise the rating if the company
reduces leverage below 5x on a sustained basis, with a commitment
to a less aggressive financial policy.  An upgrade would also
entail the company demonstrating sustainable growth in jukebox
locations and average revenue per jukebox, diversifying and
expanding its cash flow base, and maintaining "adequate"
liquidity.



TOWNSQUARE RADIO: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating on Greenwich, Conn.-based radio broadcaster
Townsquare Radio LLC.  At the same time, S&P is withdrawing its 'B'
issue-level rating on the company's $410.9 million 9% senior notes,
which have now been redeemed in full as a result of the April 2015
refinancing at parent company Townsquare Media Inc.  S&P is
withdrawing the ratings on Townsquare Radio LLC at the company's
request.  S&P will continue to rate Townsquare Media Inc. and the
debt at the parent company.


ULTRA PETROLEUM: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Houston, Tex.-based oil and gas exploration and production company
Ultra Petroleum Corp. to negative from stable, and affirmed the
'BB' corporate credit rating on the company.  S&P also affirmed the
'BB' issue-level rating and '3' recovery rating (lower end of the
range) on Ultra's structurally subordinated unsecured debt.

"The outlook revision primarily reflects our estimates for
increased leverage as a result of our lower natural gas price deck
assumptions," said Standard & Poor's credit analyst Carin
Dehne-Kiley.

Ultra's production is about 90% natural gas, and the company has
hedges covering about 65% of its projected natural gas volumes for
the remainder of 2015.  S&P now estimates that Ultra's FFO to debt
will fall to the 10% to 15% range over the next one to two years,
levels S&P views as weak for the current rating.  In addition, S&P
believes the oil properties Ultra acquired in late 2013 are only
marginally economic at current oil prices, and thus are unlikely to
improve the company's future profitability to the degree S&P had
previously anticipated.

S&P's ratings on Ultra reflect its view of the company's
"satisfactory" business risk, "aggressive" financial risk, and
"adequate" liquidity.  The negative outlook primarily reflects
S&P's view that credit measures will be weak for the rating over
the next two years.

S&P could consider a downgrade if it expected FFO to debt to fall
and remain below 12% for a sustained period, which would most
likely occur if natural gas prices fell below our current
assumptions and the company did not further rein in capital
spending, or if production fell short of S&P's expectations.  S&P'
would also consider a downgrade if it expected profitability to
meaningfully weaken relative to peers or if liquidity
deteriorated.

S&P would consider revising the outlook to stable if it estimated
the company would maintain FFO to debt above 12%, along with
average profitability and adequate liquidity.



VAISHANGI INC: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vaishangi, Inc.
           dba dba Great Value Inn
           fdba Fairway Inn
        4610 Mesa Dr.
        Killeen, TX 76542

Case No.: 15-60378

Chapter 11 Petition Date: May 3, 2015

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

Judge: Hon. Ronald B. King

Debtor's Counsel: John A. Montez, Esq.
                  3809 W. Waco Dr
                  Waco, TX 76710
                  Tel: (254) 759-8600
                  Fax: (254) 759-8700
                  Email: johna.montez@yahoo.com

Total Assets: $628,800

Total Liabilities: $1.2 million

The petition was signed by Vinayak K. Patel, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb15-60378.pdf


W&T OFFSHORE: S&P Assigns 'B+' Rating on $300MM 2nd Lien Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating (one notch above the corporate credit rating) and '2'
recovery rating to Houston–based W&T Offshore Inc.'s $300 million
second-lien term loan due 2020.  The '2' recovery rating indicates
S&P's expectation of substantial (70% to 90%; lower half of the
range) recovery in the event of default.

At the same time, S&P lowered the issue level rating on the
company's senior unsecured notes to 'CCC+' from 'B-'(two notches
below the corporate credit rating).  S&P also revised the recovery
rating on the company's existing senior unsecured notes to '6' from
'5'.  The '6' recovery rating on the company's unsecured notes
indicates S&P's expectation of negligible (0% to 10%) recovery in
the event of default.

The company will use the second-lien term loan proceeds to repay a
portion of the outstanding borrowings under its credit facility.

The ratings on oil and gas exploration company W&T Offshore Inc.
reflect Standard & Poor's assessment of the company's "vulnerable"
business risk, "aggressive" financial risk, and "adequate"
liquidity.  The ratings incorporate its participation in the
volatile and capital-intensive oil and gas industry, historical
weaker internal reserve replacement measures compared with peers,
and a well-balanced production mix between oil and natural gas. The
ratings also include S&P's expectation that funds from operations
(FFO) to debt will remain below 12% in 2015 but improve in 2016 and
S&P's expectation that the company will slightly outspend cash
flows in 2015.

S&P's updated recovery analysis on W&T Offshore Inc. includes these
assumptions:

   -- S&P's simulated default scenario for W&T assumes a sustained

      period of low commodity prices (consistent with the
      conditions of past defaults in this sector).

   -- S&P based its valuation of W&T's reserves on a company-
      provided year–end 2014 PV10 report, using Standard & Poor's

      recovery price deck assumptions of $50 per barrel for WTI
      crude oil and $3.50 per million British thermal units for
      Henry Hub natural gas.  S&P's recovery analysis for W&T also

      incorporates the company's $500 million borrowing base (pro
      forma for the issuance of the $300 million second lien term
      loan) on its senior secured reserve-based loan facility,
      which S&P assumes will be fully drawn at default.

   -- Simulated year of default: 2018

S&P's simplified waterfall is:

   -- Net enterprise value (after 5% in administrative costs):
      $750 million
   -- Reserve-based loan claims: $510 million
   -- Recovery expectations: N/A
   -- Collateral available to second-lien debt: $240 million
   -- Second lien claims: $310 million
   -- Recovery expectation: 70% to 90% (low end of the range)
   -- Collateral available to senior unsecured notes: $0 million
   -- Senior unsecured notes claims: $1 billion
   -- Recovery expectation: 0% to 10%

Note: All debt amounts include six months of prepetition interest.
N/A--Not applicable.

RATINGS LIST

W&T Offshore Inc.
Corp credit rating                           B/Stable/--

New Rating
W&T Offshore Inc.
$300 mil 2nd-lien term loan due 2020        B+
  Recovery rating                            2L

Issue-Level Rating Lowered; Recovery Rating Revised
                                             To          From
W&T Offshore Inc.
Senior Unsecd                               CCC+          B-
  Recovery rating                            6             5



WEIGHT WATCHERS: S&P Lowers CCR to 'B-' on Declining Revenue
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Weight Watchers International Inc. to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its rating on the company's
first-lien revolver, term loan B-1, and term loan B-2 to 'B-' from
'B+'. Concurrently, S&P revised the recovery rating on the
first-lien facilities to '4' from '2', indicating that lenders
could expect average (30% to 50%, at the low end of the range)
recovery in the event of a payment default.

"Our rating action on Weight Watchers reflects our forecast that
the company will be unable to reverse the declining trends in
revenue and profitability since 2012 over the next year," said
Standard & Poor's credit analyst Peter Deluca.  "We believe credit
metrics will deteriorate significantly over the next year and be
very weak, given our forecast for sales and margins to meaningfully
decline in 2015. However, we forecast credit metrics will
marginally improve in 2016 through debt reduction."

The outlook is stable.  Though Standard & Poor's expects credit
metrics to continue to deteriorate throughout 2015, S&P believes
Weight Watchers will continue to generate free cash flow, which
will support the company's continued investment in the business and
may be used to repay debt.  S&P also expects the company to
maintain adequate liquidity.



WESTWAY GROUP: S&P Puts 'BB-' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-' senior
secured project rating for storage facility Westway Group LLC on
CreditWatch with negative implications.  The recovery rating of '3'
is unchanged.

In April 2015, Westway's incumbent CEO resigned unexpectedly.
Although there is a plan for an interim replacement and S&P expects
a longer term solution soon, this development could be challenging
for credit quality because the enterprise depends heavily on
continuity and succession planning to ensure timely and
cost-effective completion of growth projects.

Projects that are not completed in a timely fashion or have cost
overruns can erode liquidity in the short term and weaken cash flow
measures over a longer period.

"To date, we've viewed liquidity as a neutral ratings factor, but
if Westway exhausts a portion of it over a more protracted
development period, liquidity weakness could constrain the
ratings," said Standard & Poor's credit analyst Michael Ferguson.

The negative CreditWatch placement reflects S&P's understanding
that the unexpected management turnover in April 2015 could result
in lower ratings, if the impact on the project's expected financial
ratios is material.  S&P expects to resolve this CreditWatch
placement within 90 days as it gains further clarity into the
project's expected performance, especially regarding newly
developed facilities.



ZAYO GROUP: Moody's Affirms 'B2' CFR & Rates New Notes 'Caa1'
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating,
B2-PD probability of default rating and SGL-1 speculative grade
liquidity rating of Zayo Group, LLC following its announcement of a
refinancing transaction. Zayo plans to issue $350 million of new
senior unsecured notes to refinance a portion of the existing
senior secured term loan. As part of this rating action, Moody's
has assigned a Caa1 (LGD5) rating to the new senior unsecured notes
and upgraded Zayo's existing senior secured credit facilities to
Ba2 (LGD2) from Ba3 (LGD2) due to the shift in capital structure.
The outlook remains stable.

Affirmations:

Issuer: Zayo Group, LLC

  -- Corporate Family Rating (Local Currency), Affirmed B2

  -- Probability of Default Rating, Affirmed B2-PD

  -- Speculative Grade Liquidity Rating, Affirmed SGL-1

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Affirmed Caa1, LGD5

Assignments:

Issuer: Zayo Group, LLC

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Assigned Caa1, LGD5

Upgrades:

Issuer: Zayo Group, LLC

  -- Senior Secured Bank Credit Facility (Local Currency),
     Upgraded to Ba2, LGD2 from Ba3, LGD2

Outlook Actions:

Issuer: Zayo Group, LLC

  -- Outlook, Remains Stable

Zayo's B2 corporate family rating reflects its high leverage and
the company's aggressive financial policy which features frequent
debt-financed acquisitions. Zayo's business model requires heavy
capital investment and is susceptible to customer churn, both of
which pressure free cash flow. And, in addition to increasing its
credit risk, Zayo's serial debt-financed acquisition activity has
also led to poor visibility into the company's organic growth and
steady state cost structure. These credit weaknesses are offset by
Zayo's strong revenue growth, stable base of contracted recurring
revenues and valuable fiber optic network assets. Management has
demonstrated its ability to execute a high quantity of both small
and large acquisitions and achieve (or exceed) projected merger
benefits. Although Zayo's aggressive M&A stance is generally credit
negative, management's skill in navigating these transactions does
offset a meaningful amount of this risk.

The ratings for the debt instruments reflect both the overall
probability of default of Zayo, to which Moody's has assigned a
probability of default rating of B2-PD, and individual loss given
default assessments. The senior secured credit facilities are rated
Ba2 (LGD2), three notches higher than the CFR given the support
from the Caa1 (LGD5) rated senior unsecured notes. The ratings also
reflect Moody's expectation that the company will use the full
proceeds from the senior unsecured notes offering to pay down term
loan debt.

The stable outlook is based on Moody's view that Zayo will continue
to generate positive free cash flow and reduce leverage while
maintaining good liquidity.

Downward rating pressure could develop if liquidity deteriorates or
if capital intensity increases such that Zayo is unable to generate
sustainable positive free cash flow or if leverage remains
elevated. Moody's could upgrade Zayo's ratings if adjusted leverage
approaches 4x and FCF/Debt is sustained above 10%. Upward rating
migration would also be contingent on management's commitment to
lower leverage and a less aggressive stance towards debt-financed
M&A.

The principal methodology used in these ratings 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.

Headquartered in Boulder, Colorado, Zayo Group is a provider of
bandwidth infrastructure and network-neutral interconnection
services with significant fiber network assets and national reach.


ZAYO GROUP: S&P Rates Proposed $350MM Unsecured Notes 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Boulder, Colo.-based fiber infrastructure and colocation
provider Zayo Group LLC's proposed $350 million unsecured notes
maturing 2025.  The recovery rating on the debt is '5', indicating
S&P's expectation for modest (10%-30%; upper half of the range)
recovery for lenders in the event of default.  At the same time,
S&P raised the issue-level rating on the company's existing senior
unsecured debt to 'B-' from 'CCC+' and revised its recovery rating
on this debt to '5' from '6'.  The revision of S&P's unsecured
recovery rating reflects both an increase in its net enterprise
value under its hypothetical default scenario and increased
residual value for unsecured lenders as a result of lower levels of
secured debt.

The company plans to use the $350 million proceeds to pay down part
of its $2 billion senior secured term loan B.  The lower amount of
secured debt outstanding will improve the recovery prospects for
the company's senior secured debt.  For this reason, S&P is raising
the issue-level rating on the company's senior secured debt to
'BB-' from 'B+' and revising the recovery rating to '1' from '2'.
The '1' recovery rating indicates S&P's expectation for very high
(90%-100%) recovery for lenders in the event of default.  Earlier,
Zayo launched an amendment and extension of its existing term loan
to 2022 from 2019.  At the same time, the company is seeking the
removal of its financial maintenance convents and lower pricing.

The 'B' corporate credit rating on Zayo is unchanged and the
outlook remains stable.  S&P's outlook reflects the company's good
growth prospects balanced by what S&P considers to be a highly
leveraged financial risk profile and aggressive expansion policies.


RATINGS LIST

Zayo Group LLC
Corporate Credit Rating          B/Stable/--

New Rating

Zayo Group LLC
$350 mil. notes due 2025
Senior Unsecured                 B-
  Recovery Rating                 5H

Upgraded; Recovery Rating Revised
                                  To                From
Zayo Group LLC
Senior Secured                   BB-               B+
  Recovery Rating                 1                 2H
Senior Unsecured                 B-                CCC+
  Recovery Rating                 5H                6ffde



[*] Ann Nevins Appointed Bankruptcy Judge in Dist. of Connecticut
-----------------------------------------------------------------
Chief Judge Robert A. Katzmann of the United States Court of
Appeals for the Second Circuit announced on April 24, 2015, that,
on April 15, 2015, the Court of Appeals appointed Ann M. Nevins, an
Assistant United States Attorney for the District of Connecticut,
as a United States Bankruptcy Judge for the District of Connecticut
at Hartford.

Chief Judge Katzmann stated, "With her substantial bankruptcy
experience, Ann M. Nevins joins a distinguished bankruptcy bench in
the District of Connecticut.."

Until her judicial appointment on April 15th, Ms. Nevins served as
the Assistant-in-Charge of the Bridgeport Office of the United
States Attorney's Office in the District of Connecticut where she
represented United States agencies in bankruptcy cases.  Prior to
joining the United States Attorney's Office in November 1999, Ms.
Nevins practiced bankruptcy law at the law firm of Zeldes, Needles
& Cooper in Bridgeport, Connecticut first as an associate from 1989
to 1997 and then as a partner from 1997 to 1999 when she resigned
her partnership to accept appointment as an Assistant United States
Attorney for the District of Connecticut.

Ms. Nevins is a graduate of the University of Michigan at Ann Arbor
and the Boston University School of Law where she served as a Case
Editor on the American Journal of Law and Medicine from 1987 to
1989.

Ms. Nevins officially assumed her duties on April 15 in a private
ceremony. She succeeded retired Connecticut Bankruptcy Judge Albert
Dabrowski.


[*] Daniel Markham Joins Platinum Group as Executive Consultant
---------------------------------------------------------------
Daniel Markham, former executive vice president and corporate
secretary of Duluth-based Capstan Corporation, has joined Platinum
Group, a turnaround management and consulting firm, as an executive
consultant.

According to Platinum Group Founder Dean Bachelor, "We were looking
to expand our advisory services in Duluth and invited Dan to join
our team.  Our clients will benefit from his deep experience in
banking, finance, strategic development and implementation and
corporate governance, which he will offer to the Duluth-area
business community and its leaders with Platinum's support and
resources."

Mr. Markham brings a 25-year background to Platinum in real estate,
finance, banking, utilities and various other industries.  His
business development and executive-level expertise at Capstan in
acquiring and growing businesses will be invaluable to Platinum's
work with privately held companies that are looking to grow,
recover or transition.

Mr. Markham is a member of Duluth Rotary Club No. 25 and the Duluth
Area Chamber of Commerce.  He is president-elect of Northland
Country Club's board of directors, and serves on the advisory
committee of the Duluth Legacy Endowment Fund.

Platinum's services include solving cash flow problems,
restructuring organizations, negotiating bank relationships,
transitioning businesses, and more to help business owners drive
progress after a setback or reach the next growth milestone.

A recent example of Platinum's work in Northern Minnesota involved
being hired by a bankruptcy trustee to provide business advisory
services as Duluth-based Fifty Below Sales & Marketing went through
Chapter 11 bankruptcy.  A team from Platinum provided interim
management and operational leadership while preparing the business
for sale.  Working with the trustee, Platinum was successful in
expeditiously facilitating the sale of the company, enabling the
new owners to maintain over 200 good-paying jobs in Duluth.

For more than three decades, Platinum Group --
http://www.theplatinumgrp.com/-- has provided turnaround
management and consulting advisory services that help business
owners restore, enhance and realize the value of their businesses.
The firm has received the 2011 Minnesota Business Ethics Award and
the Turnaround of the Year Award.


[*] Henry J. Amoroso Joins Chiesa Shahinian & Giantomasi
--------------------------------------------------------
Recognized as one of New Jersey's most respected transactional and
civil litigation attorneys, Henry J. Amoroso will be joining the
law firm of Chiesa Shahinian & Giantomasi PC as a partner, the firm
announced on April 20, bringing to the firm his expertise in
strategic analysis and turnaround development for large public and
private sector institutions. Mr. Amoroso was a founding partner of
Nowell Amoroso Klein Bierman, P.A. The move is effective May 11,
2015.

Mr. Amoroso's practice concentrates in commercial transactions and
contractual disputes. He is especially well regarded across a broad
spectrum of business, community and religious leaders for his legal
insights, business acumen, and calm, affable demeanor.

Seasoned, tested, and with a proven track record for leading change
and performance in highly challenging situations, Mr. Amoroso has
extensive experience in strategy development, execution and
relationship management in a variety of applications, specializing
in health care, government, finance and capital markets, Catholic
institutions, as well as distressed municipalities, businesses and
health care systems. He is additionally a tenured Associate
Professor and Chair of the Department of Economics and Legal
Studies at Seton Hall University, Stillman School of Business.

According to Frank Giantomasi, Member of the firm's Executive
Committee, "Henry Amoroso brings a complement of finely honed, well
regarded legal expertise to Chiesa Shahinian & Giantomasi that at
once broadens our reputation and footprint throughout the state,
while significantly contributing to our cross-discipline
capabilities that are sure to meet the increasingly complex legal
and business needs of current and future clients. In addition to
the high level work he does for his corporate clients, Henry also
excels in the representation of school boards and public agencies,
providing counsel and as a litigator."

Giantomasi went on to underscore that just as the new firm name is
meant to hang a lantern on its deep bench and the cross section of
veterans and more recent senior additions to the firm, Henry
Amoroso's arrival stands as a clear indicator of our commitment to
expanding our strength, vitality and leadership in the region.

"I am thrilled to join Chiesa Shahinian & Giantomasi at this most
exciting time in the evolution of what has always been recognized
as an outstanding law firm," said Henry Amoroso. "I look forward to
being part of the organization's distinctive and productive culture
and to transitioning to a platform that promises a great number of
immediate and long term opportunities for my team and our
clients."

"While change is never easy, knowing that I leave my firm strong
and in good hands, and that I will enjoy an ongoing personal and
professional relationship with my former partners, attorneys, and
staff is a true and great comfort," Amoroso added.

Chiesa Shahinian & Giantomasi PC is one of New Jersey's leading
business and policy law firms, with a 43-year history as Wolff &
Samson. Along with the renaming of the firm, a series of leadership
transitions were also put into place. These actions provide a
strong foundation for sustaining the firm-wide growth of the past
two years. Click herefor more information on the firm’s
transition and for details on structural developments at the firm.

For More Information, Contact:

Mark Weiss
Harbor Group Communications, Inc.
516-459-8512


[*] Jones Day Expands Projects Practice with Myles Mantle
---------------------------------------------------------
The global law firm Jones Day announced that Myles Mantle has
joined as a partner in the Firm's Projects & Infrastructure
Practice, resident in its London and Tokyo offices. Mr. Mantle
joins from Ashurst's Tokyo office, where he was a partner in its
Finance practice.

Mr. Mantle is a cross-border project finance lawyer with more than
20 years of experience. He has advised on the development,
financing, and acquisition of complex and high-profile energy,
offshore, manufacturing, and infrastructure projects, and advises
private developers and sponsors, multilateral financial
institutions, export credit agencies, and lenders. Mr. Mantle also
has extensive experience in Asia, having spent 12 years in Tokyo
working on outbound projects; Eastern Europe, where he spent five
years in Moscow working on projects in Russia and the region;
Africa; the Middle East; and South America. He is an experienced
lawyer on asset finance, trade and export finance, real estate
finance, general banking, and restructuring matters as well.

"With more than 100 lawyers around the world in our Projects &
Infrastructure Practice, Myles Mantle's experience in both European
and Asian project finance adds to the depth and breadth of our
strong team, and will be of great benefit to our clients," said
Arman Galledari, leader of Jones Day's Projects & Infrastructure
Practice. "We continue to focus on adding tangible value to
transactions we advise on and Myles' experience will be a great
addition to the pool of talent available to achieve this."

Mr. Mantle's varied finance experience includes advising a Japanese
trading company and chemical company in the development of a
methanol production facility in the Caribbean; Japan Bank for
International Cooperation (JBIC), Nippon Export and Investment
Insurance (NEXI), Korea Export Import Bank (KEXIM), and commercial
lenders in the financing of the Donggi Senoro LNG project in
Indonesia; a Japanese FPSO (floating production, storage, and
offloading) operator and sponsors in the chartering and financing
of various FPSOs located offshore Ghana and Brazil; JBIC and
Thai-Exim on loan facilities provided to the government of Laos in
connection with the financing of the Nam Ngiep hydropower project;
a syndicate of lenders providing a loan for the expansion of an oil
refinery in Russia; and a syndicate of lenders providing loans on a
chemical manufacturing project in Russia.

"Myles is another valuable addition for us in London," said John
Phillips, Partner-in-Charge of Jones Day's London Office. "He
brings a wealth of experience representing borrowers and lenders in
London and in Asia. We are delighted he's joined us."

Mr. Mantle may be reached at:

         Myles Mantle, Esq.
         JONES DAY
         21 Tudor Street
         London EC4Y 0DJ
         England
         Tel: +44.20.7039.5928
         Fax: +44.20.7039.5999

            -- and --

         Kamiyacho Prime Place
         1-17, Toranomon 4-chome
         Minato-ku, Tokyo 105-0001
         Japan
         Tel: +81.3.6800.1818
         Fax: +81.3.5401.2725
         E-mail: mmantle@jonesday.com

Jones Day is a global law firm with 41 offices in major centers of
business and finance throughout the world. Its unique governance
system fosters an unparalleled level of integration and contributes
to its perennial ranking as among the best in the world in client
service. Jones Day provides significant legal representation for
almost half of the Fortune 500, Fortune Global 500, and FT Global
500.


[*] METALAST(R) Trademark Awarded to Founder David Semas
--------------------------------------------------------
As co-counsel and general counsel representing David M. Semas, the
founder of the METALAST(R) brand, the well-respected Law firm of
Rowe Hales Yturbide LLP of Minden, Nevada confirms that the
internationally recognized METALAST(R) trademark has been
exclusively awarded to their client.

According to court records, the United States Federal Bankruptcy
Court, District of Nevada, Case #13-52337-btb, the Honorable Gregg
W. Zive presided over a mediation that resulted in a settlement
agreement by and between David and Susan Semas and Dean and Madylon
Meiling and their Metalast Surface Technology, LLC company,
recently renamed Chemeon Surface Technology, LLC.  The agreement
was subsequently reaffirmed and approved by the Honorable Bruce T.
Beesley and entered into the official record on March 11, 2015 and
the Press Release was approved and authorized by legal counsel on
April 30, 2015.  The agreement requires the Meilings, or any entity
in which they have an interest, or any affiliated or non-affiliated
company, to stop the use of the METALAST(R) trademark and name "in
any fashion or manner whatsoever" within 90-days or on or before
June 9th, 2015.

The METALAST(R) trademark of environmentally friendly products has
been provided to the metal finishing industry since 1993.  The
METALAST(R) brand of specialty chemicals including the Qualified
Products List certified METALAST(R) TCP-HF family of products as
well as high performance specialty chemicals such as the
METALAST(R) AA-200 anodizing additive have consistently produced
impressive results for manufacturers and their supply chain metal
finishers and coating applicators alike.  As a result, many
METALAST(R) branded chemicals have been approved or in many cases
specified by a wide range of globally renowned manufacturers
including BAE Systems, General Dynamics, Honeywell, Lockheed
Martin, Northrop Grumman, Pratt & Whitney, Sikorsky and others.

Mr. Semas is presently conducting discussions with several
prominent chemical companies and other industry leaders to continue
offering the trusted METALAST(R) brand of "green" specialty
chemicals to the world market.


[*] Paul Hastings Adds Restructuring & Bankruptcy Pair in Chicago
-----------------------------------------------------------------
Paul Hastings LLP, a leading global law firm, announced on May 1,
2015, that Restructuring and Bankruptcy partners Chris Dickerson
and Matt Murphy have joined the firm's Restructuring and Bankruptcy
practice in Chicago.

"The restructuring market is poised to see a significant pickup in
business opportunities in coming years," said Luc Despins, chair of
the Global Restructuring and Bankruptcy practice at Paul Hastings.
"The addition of Chris and Matt comes at this pivotal time in the
market and advances our strategy to build a strong restructuring
and bankruptcy team," he added.

"We've been focused on adding top talent across several growth
areas and key markets as part of our efforts to continue to
strengthen and expand the reach of our Corporate practice," said
Elizabeth Noe, chair of the Corporate practice at Paul Hastings.
"Chris and Matt's skills will deepen the bench of our Restructuring
and Bankruptcy practice and contribute to our growth in several
related key practices," she added.

Chris Dickerson

Mr. Dickerson's practice includes the representation of a variety
of clients in complex business reorganizations, debt restructurings
and insolvency matters, including purchasers of and investors in
distressed companies and lenders to and creditors of such
companies. He has assisted numerous large corporations both inside
and outside chapter 11, including Circuit City Stores, Inc.; CIT
Group, Inc.; Refco, Inc.; US Airways, Inc.; Zenith Electronics and
Reddy Ice, Inc.

Mr. Dickerson also has assisted numerous investors in and acquirers
of distressed assets including in the Chapter 11 cases of Pacific
Energy, Inc.; Propex, Inc.; PTC Alliance Corp, and QualTeq, Inc. He
also often assists secured lenders and providers of
debtor-in-possession financing, such as Citibank, N.A. as
debtor-in-possession lender to Solutia Inc., JPMorgan Chase & Co.
as debtor-in-possession lender to Kaiser Aluminum Corporation and
BNP Paribas as debtor-in-possession lender to Propex, Inc., and in
a number of other out-of-court lending transactions.

Mr. Dickerson may be reached at:

         Chris Dickerson, Esq.
         PAUL HASTINGS LLP
         71 S. Wacker Drive
         45th Floor
         Chicago, IL 60606
         Tel: (312) 499-6045
         Fax: (131) 249-6145
         E-mail: chrisdickerson@paulhastings.com

Matt Murphy

Matt Murphy advises a variety of clients in complex business
reorganizations, debt restructurings and troubled company M&A. Mr.
Murphy has counseled clients, both public and private, through
out-of-court and chapter 11 restructuring initiatives, the purchase
of or investment in, distressed companies, the sale of distressed
assets and post-petition lending strategies. He advised ALCO
Stores, Inc., in its organized wind-down and sale of assets; Velti,
Inc., during its chapter 11 and the sale of its US and UK assets
and Education Holdings 1, Inc., in its prepackaged chapter 11
proceedings.

Mr. Murphy may be reached at:

         Matt Murphy, Esq.
         PAUL HASTINGS LLP
         71 S. Wacker Drive
         45th Floor
         Chicago, IL 60606
         Tel: (312) 499-6036
         Fax: (312) 499-6136
         E-mail: mattmurphy@paulhastings.com

Both Mr. Dickerson and Mr. Murphy were previously partners with DLA
Piper, where Mr. Dickerson served as Vice Chair of the
Restructuring Practice group.

The arrival of this restructuring duo follows several Corporate
additions including Global Project Finance chair Robert Kartheiser
and Latin America and Project Finance partner Cathleen McLaughlin
from Allen & Overy; David Shine, who joined the firm from Fried
Frank, as chair of the firm's Mergers and Acquisitions practice in
New York; and  Samuel Waxman, who was previously an M&A partner and
co-chair of Shearman & Sterling's Intellectual Property
Transactions practice and joined Paul Hastings as a partner in New
York.

                        About Paul Hastings

Paul Hastings is a leading global law firm with a strong presence
throughout Asia, Europe, Latin America, and the United States.
Through a collaborative approach, entrepreneurial spirit, and
commitment to client service, the professionals of Paul Hastings
deliver innovative solutions to many of the world’s top financial
institutions and Fortune 500 companies.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                Total
                                               Share-       Total
                                    Total    Holders'     Working
                                   Assets      Equity     Capital
  Company         Ticker            ($MM)       ($MM)       ($MM)
  -------         ------           ------    --------     -------
ABSOLUTE SOFTWRE  ALSWF US          138.6       (11.0)       (2.4)
ABSOLUTE SOFTWRE  ABT2EUR EU        138.6       (11.0)       (2.4)
ABSOLUTE SOFTWRE  OU1 GR            138.6       (11.0)       (2.4)
ABSOLUTE SOFTWRE  ABT CN            138.6       (11.0)       (2.4)
AC SIMMONDS & SO  ACSXE US            1.4        (0.4)       (1.5)
ACCRETIVE HEALTH  ACHI US           510.0       (85.6)      (17.7)
ADVANCED EMISSIO  OXQ1 GR           106.4       (46.1)      (15.3)
ADVANCED EMISSIO  ADES US           106.4       (46.1)      (15.3)
ADVENT SOFTWARE   ADVS US           434.9       (64.8)     (122.0)
ADVENT SOFTWARE   AXQ GR            434.9       (64.8)     (122.0)
AEROJET ROCKETDY  GCY TH          1,911.7      (126.4)      109.8
AEROJET ROCKETDY  GCY GR          1,911.7      (126.4)      109.8
AEROJET ROCKETDY  AJRD US         1,911.7      (126.4)      109.8
AIR CANADA        ADH2 GR        10,648.0    (1,133.0)      (59.0)
AIR CANADA        ADH2 TH        10,648.0    (1,133.0)      (59.0)
AIR CANADA        AC CN          10,648.0    (1,133.0)      (59.0)
AIR CANADA        ACEUR EU       10,648.0    (1,133.0)      (59.0)
AIR CANADA        ACDVF US       10,648.0    (1,133.0)      (59.0)
AK STEEL HLDG     AKS* MM         4,556.3      (392.9)      949.0
AK STEEL HLDG     AK2 GR          4,556.3      (392.9)      949.0
AK STEEL HLDG     AK2 TH          4,556.3      (392.9)      949.0
AK STEEL HLDG     AKS US          4,556.3      (392.9)      949.0
ALLIANCE HEALTHC  AIQ US            500.9      (111.5)       53.5
AMC NETWORKS-A    AMCX* MM        3,976.6      (147.3)      597.4
AMC NETWORKS-A    9AC GR          3,976.6      (147.3)      597.4
AMC NETWORKS-A    AMCX US         3,976.6      (147.3)      597.4
AMER RESTAUR-LP   ICTPU US           33.5        (4.0)       (6.2)
AMYLIN PHARMACEU  AMLN US         1,998.7       (42.4)      263.0
ANGIE'S LIST INC  ANGI US           178.8       (15.6)      (13.1)
ANGIE'S LIST INC  8AL TH            178.8       (15.6)      (13.1)
ANGIE'S LIST INC  8AL GR            178.8       (15.6)      (13.1)
ANTHERA PHARMACE  ANTH US             3.5        (2.3)       (2.7)
ANTHERA PHARMACE  ANTHEUR EU          3.5        (2.3)       (2.7)
ANTHERA PHARMACE  6TA1 TH             3.5        (2.3)       (2.7)
ARRAY BIOPHARMA   ARRY US           163.6       (13.9)       82.8
ARRAY BIOPHARMA   AR2 TH            163.6       (13.9)       82.8
ARRAY BIOPHARMA   AR2 GR            163.6       (13.9)       82.8
ASPEN TECHNOLOGY  AZPN US           317.1       (26.8)      (17.4)
ASPEN TECHNOLOGY  AST GR            317.1       (26.8)      (17.4)
AUTOZONE INC      AZ5 GR          7,950.0    (1,468.7)     (709.5)
AUTOZONE INC      AZOEUR EU       7,950.0    (1,468.7)     (709.5)
AUTOZONE INC      AZO US          7,950.0    (1,468.7)     (709.5)
AUTOZONE INC      AZ5 TH          7,950.0    (1,468.7)     (709.5)
AVID TECHNOLOGY   AVID US           191.6      (341.1)     (157.2)
AVID TECHNOLOGY   AVD GR            191.6      (341.1)     (157.2)
BARRACUDA NETWOR  CUDA US           389.3       (39.1)       29.1
BARRACUDA NETWOR  7BM GR            389.3       (39.1)       29.1
BENEFITFOCUS INC  BTF GR            140.0       (42.8)       25.0
BENEFITFOCUS INC  BNFT US           140.0       (42.8)       25.0
BERRY PLASTICS G  BERY US         5,214.0       (73.0)      801.0
BERRY PLASTICS G  BP0 GR          5,214.0       (73.0)      801.0
BRINKER INTL      BKJ GR          1,437.3       (32.1)     (216.6)
BRINKER INTL      EAT US          1,437.3       (32.1)     (216.6)
BRP INC/CA-SUB V  BRPIF US        2,347.9       (26.9)      291.8
BRP INC/CA-SUB V  DOO CN          2,347.9       (26.9)      291.8
BRP INC/CA-SUB V  B15A GR         2,347.9       (26.9)      291.8
BURLINGTON STORE  BUI GR          2,624.6       (66.0)       54.4
BURLINGTON STORE  BURL* MM        2,624.6       (66.0)       54.4
BURLINGTON STORE  BURL US         2,624.6       (66.0)       54.4
CABLEVISION SY-A  CVCEUR EU       6,765.2    (5,032.0)      180.5
CABLEVISION SY-A  CVY GR          6,765.2    (5,032.0)      180.5
CABLEVISION SY-A  CVC US          6,765.2    (5,032.0)      180.5
CABLEVISION SY-A  CVY TH          6,765.2    (5,032.0)      180.5
CABLEVISION-W/I   CVC-W US        6,765.2    (5,032.0)      180.5
CABLEVISION-W/I   8441293Q US     6,765.2    (5,032.0)      180.5
CAESARS ENTERTAI  CZR US         23,535.0    (4,742.0)  (14,607.0)
CAESARS ENTERTAI  C08 GR         23,535.0    (4,742.0)  (14,607.0)
CASELLA WASTE     CWST US           661.8        (6.7)       (0.5)
CASELLA WASTE     WA3 GR            661.8        (6.7)       (0.5)
CENTENNIAL COMM   CYCL US         1,480.9      (925.9)      (52.1)
CHOICE HOTELS     CHH US            647.3      (428.8)      151.3
CHOICE HOTELS     CZH GR            647.3      (428.8)      151.3
CIENA CORP        CIEN US         2,056.2       (88.6)      902.8
CIENA CORP        CIEN TE         2,056.2       (88.6)      902.8
CIENA CORP        CIE1 TH         2,056.2       (88.6)      902.8
CIENA CORP        CIE1 GR         2,056.2       (88.6)      902.8
CINCINNATI BELL   CBB US          1,819.7      (648.5)      (73.2)
CINCINNATI BELL   CIB GR          1,819.7      (648.5)      (73.2)
CLEAR CHANNEL-A   C7C GR          6,179.8      (255.3)      410.7
CLEAR CHANNEL-A   CCO US          6,179.8      (255.3)      410.7
CLIFFS NATURAL R  CVA TH          2,702.6    (1,782.1)      677.9
CLIFFS NATURAL R  CLF* MM         2,702.6    (1,782.1)      677.9
CLIFFS NATURAL R  CLF2EUR EU      2,702.6    (1,782.1)      677.9
CLIFFS NATURAL R  CVA GR          2,702.6    (1,782.1)      677.9
CLIFFS NATURAL R  CLF US          2,702.6    (1,782.1)      677.9
CONNECTURE INC    CNXR US           112.3       (28.8)      (19.1)
CONNECTURE INC    2U7 GR            112.3       (28.8)      (19.1)
CORCEPT THERA     HTD GR             34.6        (3.4)       16.7
CORCEPT THERA     CORT US            34.6        (3.4)       16.7
CORINDUS VASCULA  CVRS US             0.0        (0.0)       (0.0)
DIRECTV           DTV US         25,459.0    (4,828.0)    1,860.0
DIRECTV           DTV CI         25,459.0    (4,828.0)    1,860.0
DIRECTV           DTVEUR EU      25,459.0    (4,828.0)    1,860.0
DIRECTV           DIG1 GR        25,459.0    (4,828.0)    1,860.0
DOMINO'S PIZZA    EZV TH            637.0    (1,213.6)      170.7
DOMINO'S PIZZA    DPZ US            637.0    (1,213.6)      170.7
DOMINO'S PIZZA    EZV GR            637.0    (1,213.6)      170.7
DUN & BRADSTREET  DNB US          1,986.2    (1,194.6)     (223.0)
DUN & BRADSTREET  DNB1EUR EU      1,986.2    (1,194.6)     (223.0)
DUN & BRADSTREET  DB5 GR          1,986.2    (1,194.6)     (223.0)
DUNKIN' BRANDS G  2DB GR          3,360.1       (84.9)      278.7
DUNKIN' BRANDS G  2DB TH          3,360.1       (84.9)      278.7
DUNKIN' BRANDS G  DNKN US         3,360.1       (84.9)      278.7
DURATA THERAPEUT  DRTXEUR EU         82.1       (16.1)       11.7
DURATA THERAPEUT  DRTX US            82.1       (16.1)       11.7
DURATA THERAPEUT  DTA GR             82.1       (16.1)       11.7
EDGEN GROUP INC   EDG US            883.8        (0.8)      409.2
EMPIRE RESORTS I  LHC1 GR            39.9       (17.1)        3.2
EMPIRE RESORTS I  NYNY US            39.9       (17.1)        3.2
ENTELLUS MEDICAL  29E GR             14.0        (8.0)        4.8
ENTELLUS MEDICAL  ENTL US            14.0        (8.0)        4.8
EOS PETRO INC     EOPT US             1.4       (20.5)      (21.7)
EXTENDICARE INC   EXE CN          1,915.3        (2.5)       47.1
EXTENDICARE INC   EXETF US        1,915.3        (2.5)       47.1
FAIRPOINT COMMUN  FRP US          1,466.0      (600.3)       (5.0)
FAIRPOINT COMMUN  FONN GR         1,466.0      (600.3)       (5.0)
FAIRWAY GROUP HO  FGWA GR           372.2       (16.5)       17.9
FAIRWAY GROUP HO  FWMEUR EU         372.2       (16.5)       17.9
FAIRWAY GROUP HO  FWM US            372.2       (16.5)       17.9
FERRELLGAS-LP     FEG GR          1,747.0      (128.0)       (6.4)
FERRELLGAS-LP     FGP US          1,747.0      (128.0)       (6.4)
FREESCALE SEMICO  FSL US          3,096.0    (3,454.0)    1,174.0
FREESCALE SEMICO  1FS GR          3,096.0    (3,454.0)    1,174.0
FREESCALE SEMICO  FSLEUR EU       3,096.0    (3,454.0)    1,174.0
FREESCALE SEMICO  1FS TH          3,096.0    (3,454.0)    1,174.0
FUELSTREAM INC    S4HF GR             0.1        (6.4)       (6.4)
GAMING AND LEISU  2GL GR          2,564.6      (124.7)       12.7
GAMING AND LEISU  GLPI US         2,564.6      (124.7)       12.7
GARDA WRLD -CL A  GW CN           1,482.9      (332.3)       47.7
GENTIVA HEALTH    GTIV US         1,225.2      (285.2)      130.0
GENTIVA HEALTH    GHT GR          1,225.2      (285.2)      130.0
GLG PARTNERS INC  GLG US            400.0      (285.6)      156.9
GLG PARTNERS-UTS  GLG/U US          400.0      (285.6)      156.9
GOLD RESERVE INC  GRZ CN             19.4       (21.0)      (31.4)
GOLD RESERVE INC  GDRZF US           19.4       (21.0)      (31.4)
GOLD RESERVE INC  GOD GR             19.4       (21.0)      (31.4)
GOODRICH PETRO    GDP US            722.1       (15.8)      (79.4)
GOODRICH PETRO    GXR GR            722.1       (15.8)      (79.4)
GRAHAM PACKAGING  GRM US          2,947.5      (520.8)      298.5
GYMBOREE CORP/TH  GYMB US         1,284.0      (321.3)       39.5
HCA HOLDINGS INC  HCA US         31,199.0    (6,498.0)    3,450.0
HCA HOLDINGS INC  2BH TH         31,199.0    (6,498.0)    3,450.0
HCA HOLDINGS INC  2BH GR         31,199.0    (6,498.0)    3,450.0
HD SUPPLY HOLDIN  HDS US          6,060.0      (760.0)    1,163.0
HD SUPPLY HOLDIN  5HD GR          6,060.0      (760.0)    1,163.0
HERBALIFE LTD     HOO GR          2,374.9      (334.4)      518.6
HERBALIFE LTD     HOO QT          2,374.9      (334.4)      518.6
HERBALIFE LTD     HLF US          2,374.9      (334.4)      518.6
HERBALIFE LTD     HLFEUR EU       2,374.9      (334.4)      518.6
HOVNANIAN ENT-A   HOV US          2,461.4      (130.0)    1,608.3
HOVNANIAN ENT-B   HOVVB US        2,461.4      (130.0)    1,608.3
HOVNANIAN-A-WI    HOV-W US        2,461.4      (130.0)    1,608.3
HUGHES TELEMATIC  HUTCU US          110.2      (101.6)     (113.8)
IHEARTMEDIA INC   IHRT US        13,581.9   (10,153.7)      683.9
INCYTE CORP       INCYEUR EU        862.6       (41.4)      466.6
INCYTE CORP       ICY GR            862.6       (41.4)      466.6
INCYTE CORP       ICY TH            862.6       (41.4)      466.6
INCYTE CORP       INCY US           862.6       (41.4)      466.6
INFOR US INC      LWSN US         6,778.1      (460.0)     (305.9)
INOVALON HOLDI-A  INOV US           342.6        (8.2)      168.2
INOVALON HOLDI-A  INOVEUR EU        342.6        (8.2)      168.2
INOVALON HOLDI-A  IOV GR            342.6        (8.2)      168.2
IPCS INC          IPCS US           559.2       (33.0)       72.1
ISTA PHARMACEUTI  ISTA US           124.7       (64.8)        2.2
JUST ENERGY GROU  JE US           1,205.7      (539.0)     (119.7)
JUST ENERGY GROU  1JE GR          1,205.7      (539.0)     (119.7)
JUST ENERGY GROU  JE CN           1,205.7      (539.0)     (119.7)
KEMPHARM INC      KMPH US            13.7       (24.3)        6.3
LEAP WIRELESS     LWI TH          4,662.9      (125.1)      346.9
LEAP WIRELESS     LWI GR          4,662.9      (125.1)      346.9
LEAP WIRELESS     LEAP US         4,662.9      (125.1)      346.9
LEE ENTERPRISES   LEE US            809.3      (167.5)      (12.4)
LENNOX INTL INC   LII US          1,879.5       (16.2)      369.8
LENNOX INTL INC   LXI GR          1,879.5       (16.2)      369.8
LORILLARD INC     LO US           4,154.0    (2,134.0)    1,135.0
LORILLARD INC     LLV TH          4,154.0    (2,134.0)    1,135.0
LORILLARD INC     LLV GR          4,154.0    (2,134.0)    1,135.0
MANNKIND CORP     NNF1 GR           394.4       (73.8)     (202.2)
MANNKIND CORP     NNF1 TH           394.4       (73.8)     (202.2)
MANNKIND CORP     MNKD US           394.4       (73.8)     (202.2)
MARRIOTT INTL-A   MAQ TH          6,803.0    (2,537.0)   (1,202.0)
MARRIOTT INTL-A   MAR US          6,803.0    (2,537.0)   (1,202.0)
MARRIOTT INTL-A   MAQ GR          6,803.0    (2,537.0)   (1,202.0)
MDC COMM-W/I      MDZ/W CN        1,640.1      (196.6)     (284.0)
MDC PARTNERS-A    MD7A GR         1,640.1      (196.6)     (284.0)
MDC PARTNERS-A    MDCA US         1,640.1      (196.6)     (284.0)
MDC PARTNERS-A    MDZ/A CN        1,640.1      (196.6)     (284.0)
MDC PARTNERS-EXC  MDZ/N CN        1,640.1      (196.6)     (284.0)
MERITOR INC       AID1 GR         2,317.0      (570.0)      268.0
MERITOR INC       MTOR US         2,317.0      (570.0)      268.0
MERRIMACK PHARMA  MACK US           158.7      (102.1)       21.0
MERRIMACK PHARMA  MP6 GR            158.7      (102.1)       21.0
MICHAELS COS INC  MIK US          2,005.0    (2,111.0)      572.0
MICHAELS COS INC  MIM GR          2,005.0    (2,111.0)      572.0
MONEYGRAM INTERN  MGI US          4,578.9      (261.8)      (45.4)
MOODY'S CORP      DUT GR          4,976.0      (146.2)    1,901.1
MOODY'S CORP      DUT TH          4,976.0      (146.2)    1,901.1
MOODY'S CORP      MCOEUR EU       4,976.0      (146.2)    1,901.1
MOODY'S CORP      MCO US          4,976.0      (146.2)    1,901.1
MORGANS HOTEL GR  M1U GR            551.2      (227.4)       38.5
MORGANS HOTEL GR  MHGC US           551.2      (227.4)       38.5
MOXIAN CHINA INC  MOXC US             2.3        (5.4)       (5.8)
MPG OFFICE TRUST  1052394D US     1,280.0      (437.3)        -
NATIONAL CINEMED  XWM GR            991.4      (208.7)       65.2
NATIONAL CINEMED  NCMI US           991.4      (208.7)       65.2
NAVISTAR INTL     IHR TH          6,785.0    (4,688.0)      844.0
NAVISTAR INTL     NAV US          6,785.0    (4,688.0)      844.0
NAVISTAR INTL     IHR GR          6,785.0    (4,688.0)      844.0
NEFF CORP-CL A    NEFF US           611.4      (206.1)       10.0
NEW ENG RLTY-LP   NEN US            177.8       (27.4)        -
NORTHWEST BIO     NWBO US            58.4       (35.0)      (54.2)
NORTHWEST BIO     NBYA GR            58.4       (35.0)      (54.2)
OCATA THERAPEUTI  T2N1 GR             5.7        (2.7)       (0.9)
OCATA THERAPEUTI  OCAT US             5.7        (2.7)       (0.9)
OMEROS CORP       OMER US            11.1       (42.7)       (9.3)
OMEROS CORP       3O8 GR             11.1       (42.7)       (9.3)
OMTHERA PHARMACE  OMTH US            18.3        (8.5)      (12.0)
PALM INC          PALM US         1,007.2        (6.2)      141.7
PATRIOT NATIONAL  PN US             142.1       (28.3)      (30.0)
PBF LOGISTICS LP  11P GR            394.0      (120.3)       21.8
PBF LOGISTICS LP  PBFX US           394.0      (120.3)       21.8
PHILIP MORRIS IN  PM US          33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  PM1CHF EU      33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  4I1 QT         33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  PMI SW         33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  PM1 TE         33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  PM FP          33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  PM1EUR EU      33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  4I1 TH         33,255.0   (12,246.0)     (705.0)
PHILIP MORRIS IN  4I1 GR         33,255.0   (12,246.0)     (705.0)
PLAYBOY ENTERP-A  PLA/A US          165.8       (54.4)      (16.9)
PLAYBOY ENTERP-B  PLA US            165.8       (54.4)      (16.9)
PLY GEM HOLDINGS  PGEM US         1,254.6       (96.7)      204.5
PLY GEM HOLDINGS  PG6 GR          1,254.6       (96.7)      204.5
POLYMER GROUP IN  POLGA US        2,035.2       (23.8)      315.1
POLYMER GROUP-B   POLGB US        2,035.2       (23.8)      315.1
PROTALEX INC      PRTX US             0.6       (11.5)        0.0
PROTECTION ONE    PONE US           562.9       (61.8)       (7.6)
PUREBASE CORP     PUBC US             0.3        (1.0)       (0.3)
QUALITY DISTRIBU  QDZ GR            427.8       (31.7)      115.0
QUALITY DISTRIBU  QLTY US           427.8       (31.7)      115.0
QUINTILES TRANSN  QTS GR          3,236.7      (612.3)      778.1
QUINTILES TRANSN  Q US            3,236.7      (612.3)      778.1
RAYONIER ADV      RYAM US         1,282.0       (53.0)      179.0
RAYONIER ADV      RYQ GR          1,282.0       (53.0)      179.0
REGAL ENTERTAI-A  RGC US          2,539.5      (897.3)     (135.6)
REGAL ENTERTAI-A  RETA GR         2,539.5      (897.3)     (135.6)
REGAL ENTERTAI-A  RGC* MM         2,539.5      (897.3)     (135.6)
RENAISSANCE LEA   RLRN US            57.0       (28.2)      (31.4)
RENTPATH INC      PRM US            208.0       (91.7)        3.6
RETROPHIN INC     17R GR            135.5       (37.3)      (70.2)
RETROPHIN INC     RTRX US           135.5       (37.3)      (70.2)
REVLON INC-A      RVL1 GR         1,944.1      (644.1)      308.9
REVLON INC-A      REV US          1,944.1      (644.1)      308.9
ROOMLINX INC      RMLX US             5.6        (5.0)       (2.1)
ROUNDY'S INC      4R1 GR          1,119.4       (86.4)       75.2
ROUNDY'S INC      RNDY US         1,119.4       (86.4)       75.2
RURAL/METRO CORP  RURL US           303.7       (92.1)       72.4
RYERSON HOLDING   7RY GR          1,976.9      (125.9)      739.2
RYERSON HOLDING   RYI US          1,976.9      (125.9)      739.2
SALLY BEAUTY HOL  S7V GR          2,097.0      (255.6)      753.8
SALLY BEAUTY HOL  SBH US          2,097.0      (255.6)      753.8
SBA COMM CORP-A   SBJ GR          7,527.3    (1,036.8)       38.5
SBA COMM CORP-A   SBAC US         7,527.3    (1,036.8)       38.5
SBA COMM CORP-A   SBJ QT          7,527.3    (1,036.8)       38.5
SBA COMM CORP-A   SBJ TH          7,527.3    (1,036.8)       38.5
SBA COMM CORP-A   SBACEUR EU      7,527.3    (1,036.8)       38.5
SEARS HOLDINGS    SEE TH         13,209.0      (945.0)     (213.0)
SEARS HOLDINGS    SHLD US        13,209.0      (945.0)     (213.0)
SEARS HOLDINGS    SEE GR         13,209.0      (945.0)     (213.0)
SEQUENOM INC      SQNM US           161.1       (31.2)       65.7
SEQUENOM INC      QNMA GR           161.1       (31.2)       65.7
SEQUENOM INC      SQNMEUR EU        161.1       (31.2)       65.7
SEQUENOM INC      QNMA TH           161.1       (31.2)       65.7
SICHUAN LEADERS   SLPC US             0.1        (0.0)       (0.0)
SILVER SPRING NE  9SI TH            548.2      (133.8)       78.4
SILVER SPRING NE  9SI GR            548.2      (133.8)       78.4
SILVER SPRING NE  SSNI US           548.2      (133.8)       78.4
SIRIUS XM CANADA  XSR CN            298.2      (128.5)     (173.7)
SIRIUS XM CANADA  SIICF US          298.2      (128.5)     (173.7)
SONIC CORP        SONCEUR EU        625.8        (0.3)       13.7
SONIC CORP        SONC US           625.8        (0.3)       13.7
SONIC CORP        SO4 GR            625.8        (0.3)       13.7
SPORTSMAN'S WARE  SPWH US           270.7       (31.3)       86.4
SPORTSMAN'S WARE  06S GR            270.7       (31.3)       86.4
SUPERVALU INC     SVU US          4,485.0      (636.0)      167.0
SUPERVALU INC     SJ1 GR          4,485.0      (636.0)      167.0
SUPERVALU INC     SJ1 TH          4,485.0      (636.0)      167.0
SYNERGY PHARMACE  SGYPEUR EU        213.3        (5.2)      181.9
SYNERGY PHARMACE  SGYP GR           213.3        (5.2)      181.9
SYNERGY PHARMACE  SGYP US           213.3        (5.2)      181.9
THERAVANCE        THRX US           521.7      (223.3)      238.4
THERAVANCE        HVE GR            521.7      (223.3)      238.4
THRESHOLD PHARMA  NZW1 GR            88.0       (19.9)       57.3
THRESHOLD PHARMA  THLD US            88.0       (19.9)       57.3
TOWN SPORTS INTE  CLUB US           409.8      (118.1)       52.3
TRANSDIGM GROUP   T7D GR          6,913.6    (1,464.7)    1,231.3
TRANSDIGM GROUP   TDG US          6,913.6    (1,464.7)    1,231.3
TRINET GROUP INC  TNETEUR EU      2,347.8       (25.8)       55.6
TRINET GROUP INC  TNET US         2,347.8       (25.8)       55.6
TRINET GROUP INC  TN3 GR          2,347.8       (25.8)       55.6
TRINET GROUP INC  TN3 TH          2,347.8       (25.8)       55.6
TRYCERA FINANCIA  TRYF US             0.0        (3.3)       (3.2)
UNILIFE CORP      4UL TH             86.4       (19.9)        2.4
UNILIFE CORP      UNIS US            86.4       (19.9)        2.4
UNISYS CORP       USY1 GR         2,131.5    (1,421.3)      242.8
UNISYS CORP       USY1 TH         2,131.5    (1,421.3)      242.8
UNISYS CORP       UISEUR EU       2,131.5    (1,421.3)      242.8
UNISYS CORP       UIS US          2,131.5    (1,421.3)      242.8
UNISYS CORP       UISCHF EU       2,131.5    (1,421.3)      242.8
UNISYS CORP       UIS1 SW         2,131.5    (1,421.3)      242.8
VENOCO INC        VQ US             616.3       (19.8)       46.7
VERISIGN INC      VRS TH          2,607.7      (947.9)       17.8
VERISIGN INC      VRS GR          2,607.7      (947.9)       17.8
VERISIGN INC      VRSN US         2,607.7      (947.9)       17.8
VERIZON TELEMATI  HUTC US           110.2      (101.6)     (113.8)
VIRGIN MOBILE-A   VM US             307.4      (244.2)     (138.3)
WEIGHT WATCHERS   WTW US          1,515.2    (1,384.3)       50.7
WEIGHT WATCHERS   WW6 TH          1,515.2    (1,384.3)       50.7
WEIGHT WATCHERS   WW6 GR          1,515.2    (1,384.3)       50.7
WEIGHT WATCHERS   WTWEUR EU       1,515.2    (1,384.3)       50.7
WEST CORP         WSTC US         3,818.1      (659.6)      369.8
WEST CORP         WT2 GR          3,818.1      (659.6)      369.8
WESTERN REFINING  WR2 GR            378.3       (27.1)       50.1
WESTERN REFINING  WNRL US           378.3       (27.1)       50.1
WESTMORELAND COA  WLB US          1,829.7      (388.7)       59.0
WESTMORELAND COA  WME GR          1,829.7      (388.7)       59.0
WESTMORELAND RES  2OR1 GR           204.0       (14.2)      (57.7)
WESTMORELAND RES  WMLP US           204.0       (14.2)      (57.7)
XERIUM TECHNOLOG  TXRN GR           594.0       (74.1)       97.7
XERIUM TECHNOLOG  XRM US            594.0       (74.1)       97.7
YRC WORLDWIDE IN  YEL1 GR         1,966.2      (479.7)      148.7
YRC WORLDWIDE IN  YRCW US         1,966.2      (479.7)      148.7
YRC WORLDWIDE IN  YEL1 TH         1,966.2      (479.7)      148.7


                            *********

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 ***