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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

              Wednesday, June 10, 2015, Vol. 19, No. 161

                            Headlines

800 BUILDING: Files Schedules of Assets and Liabilities
ADAPTIVE MEDIAS: Reports $6.96-Mil. Net Loss in Q1 of 2015
AEREO INC: Wins Court Approval of Liquidation Plan
ALLIANCE HEALTHCARE: S&P Affirms 'B+' CCR, Outlook Stable
ALLIED NEVADA: Discloses $108-Mil. Net Loss in First Quarter

ALONSO & CARUS: Files Amended SALs and SOFA
AMERICAN EAGLE: June 11 Hearing on Bid to Use Cash Collateral
ATS AUTOMATION: S&P Assigns 'BB' CCR & Rates $250MM Notes 'B+'
BEAR ISLAND: Judge Phillips Confirms First Amended Liquidation Plan
BOOMERANG TUBE: Case Summary & 30 Largest Unsecured Creditors

BPZ RESOURCES: Board Prefers Single Transaction Sale of All Assets
BPZ RESOURCES: Provides Update on Chapter 11 Process
BRAZOSPORT REGIONAL: S&P Lowers Rating on 2012 Revenue Bonds to BB
CACHE INC: Committee Withdraws Bid to Convert Chapter 11 Case
CALMENA ENERGY: U.S. Court Approves Sale of Assets

CARLOS EDUARDO PORRAS: Court Addresses Post-Confirmation Issues
CARMIKE CINEMAS: S&P Affirms 'B+' CCR, Outlook Remains Stable
CELANESE US: S&P Revises Outlook to Positive & Affirms 'BB+' CCR
CLEAN DIESEL TECHNOLOGIES: Reports $3.03-Mil. Net Loss in Q1
CLOUDEEVA: Wants Aug. 14, 2015 Set as Claims Bar Date

COLFAX CORP: Moody's Rates New Unsecured Debt 'Ba2'
COMMUNITY HOME: Edwards Wants Bar Date Motion Held in Abeyance
CORINTHIAN COLLEGES: Gov't to Wipe Out Much of Student Debt
DEB STORES: Creditors Committee Files Verified Statement
DENDREON CORP: Signs Agreement With Shareholders to Dismiss Appeal

DEWEY & LEBOEUF: Promised Pay in Excess of Income, Evidence Shows
EMERALD EXPOSITIONS: Moody's Alters Ratings Outlook to Positive
FALCON AIR: To File for Bankruptcy; Company Being Dissolved
GBG RANCH: Seeks Sale of Corazon Ranch for $3.8-Mil.
GENERAL MOTORS: U.S. Weighs Wire-Fraud Charge Over Ignition Switch

GENERIC DRUG: Moody's Reviews 'B3' CFR for Upgrade
GEVO INC: Reports $7.34-Mil. Net Loss in First Quarter
GLOBAL CLEAN: Losses, Working Capital Raise Going Concern Doubt
GOLDEN COUNTY: Cases Jointly Administered for Procedural Purposes
GOLDEN COUNTY: Meeting of Creditors Scheduled for June 23

GOLDEN COUNTY: Proposes Piper Jaffray as Sale Advisor
GT ADVANCED: Seder & Chandler OK'd as Director's Special Counsel
GT ADVANCED: StoneTurn Okayed as Special Counsel's Accountants
HARRON COMMUNICATIONS: S&P Affirms 'BB-' CCR & Puts on Watch Neg.
HEALTH DIAGNOSTIC: Files for Chapter 11 in Virginia

HEALTH DIAGNOSTIC: Wants Until July 21 to File Schedules
HEALTHY BACK STORE: Exits Chapter 11 Bankruptcy
HERRING CREEK: Plan of Reorganization Declared Effective
HGIM CORP: S&P Revises Outlook to Negative & Affirms 'B' CCR
HOWARD UNIVERSITY: Moody's Lowers Rating on $290MM Bonds to 'Ba2'

IBT INTERNATIONAL: Involuntary Chapter 11 Case Summary
INTEGRATED ENVIRONMENTAL: Incurs $1.06-Mil. Net Loss in Q1
KEELEY AND GRABANSKI: 8th Cir. Rules on Appeal in Lease Dispute
LIGHTNING GAMING: Limited Capital Raise Going Concern Doubt
LINDBLAD EXPEDITIONS: S&P Assigns BB- CCR & Rates $150MM Loan BB+

MARYMOUNT UNIVERSITY: Moody's Rates $65.8MM 2015B Bonds 'Ba1'
MEDICAL TRANSCRIPTION: Loan Due November Raises Going Concern Doubt
MERCY MEDICAL: S&P Raises Rating on 2000 Hospital Bonds From BB
MERITOR INC: Fitch Assigns 'B/RR4' Rating to 2024 Unsecured Notes
MERITOR INC: S&P Affirms 'B' Rating on $225MM 6.25% Sr. Notes

MINH VU HOANG: Dist. Court Won't Revive Claims v. Chapter 7 Trust
MONTREAL MAINE: WFS Indemnifies Dakota Plains Under Settlement
MONTREAL MAINE: WFS to Contribute to Lac-Megantic Compensation Fund
MONTREAL MAINE: World Fuel Enters Into Settlement with Trustee
NANOSPHERE INC: Needs Add'l Financing to Continue as Going Concern

NINE WEST: Moody's Alters Outlook to Negative & Affirms B3 CFR
NORTH AMERICAN HEALTH CARE: Suit Remanded to L.A. Superior Court
NORTH EDGE: Case Summary & 12 Largest Unsecured Creditors
NT BUTTERFIELD: Fitch Affirms 'BB+' Subordinated Debt Rating
OXANE MATERIALS: Seeks to Employ Taube Summers as Bankr. Counsel

OXANE MATERIALS: Seeks to Hire Gregory S. Milligan as CRO
PITT PENN: Seeks Approval of Crum & Forster, Weller Deals
PORT AGGREGATES: Seeks Confirmation of Reorganization Plan
POWIN CORP: Discloses $1.44-Mil. Net Loss in First Quarter
PRM FAMILY: Court Confirms Plan of Liquidation

QGOG CONSTELLATION: Fitch Affirms 'BB-' Issuer Default Ratings
RIVER CITY: Wants Bar Date for Administrative Expense Claims
ROCK CREEK: Lacks Cash to Support Operations Beyond June 2015
ROTATE BLACK: Negative Working Capital Raises Going Concern Doubt
SALIENT PARTNERS: S&P Lowers ICR to 'B+', Outlook Stable

SAPPHIRE ROAD: Seeks to Employ Kevin Wiley as Bankr. Counsel
SEALED AIR: S&P Affirms 'BB' Corporate Rating
SIGA TECHNOLOGIES: Has Until Aug. 14 to File Chapter 11 Plan
SOUTHERN CALIFORNIA LOGISTICS: Moody's Reviews B3 Rating
SPECTRUM BRAND: Fitch Gives 'BB+/RR1' Rating to 2022 Term Loan

STEVE SIMPSON: Case Summary & 20 Largest Unsecured Creditors
SUPERCONDUCTOR TECHNOLOGIES: Reports $1.42-Mil. Net Loss in Q1
TRIGEANT LTD: Gravity Midstream Acquires Crude Oil Terminal
TURNER GRAIN: Case Converted to Chapter 7 Liquidation
TWIN RINKS: Voluntary Chapter 11 Case Summary

WALTER ENERGY: S&P Raises CCR to 'CCC-'; Outlook Negative
WOONSOCKET, RI: Moody's Lifts GO Rating to B2, Outlook Positive
XINERGY LTD: Proposes to Implement Key Employee Retention Plan
XTREME GREEN: Has $413K Net Loss in First Quarter of 2015
ZION OIL: Has $2.41-Mil. Net Loss in 1st Quarter

[*] INSOL Announces Graduating Class of Global Insolvency Course
[*] Yellen Appoints Four Industry Veterans to Executive Team

                            *********

800 BUILDING: Files Schedules of Assets and Liabilities
-------------------------------------------------------
The 800 Building, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,050,000
  B. Personal Property              $514,298
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $31,903,765
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $14,076
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $1,788,646
                                 -----------      -----------
        Total                    $21,564,298      $33,706,487

A copy of the schedules is available for free at

         http://bankrupt.com/misc/800BUILDING_24_sal.pdf

                     About The 800 Building

The 800 Building, LLC, owns and operates two adjacent but related
rental properties in downtown Louisville, Kentucky: (a) a 246-unit
residential apartment building known as The 800 Building, with a
street address of 800 South 4th Street; and (b) a 48-slot parking
garage, with a street address of 820 South 4th Street.  The company
is owned by Leon and Helen Petcov and is managed by Leon Petcov.

The 800 Building, LLC, sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 15-17314) on May 15, 2015.  

The case is assigned to Judge Pamela S. Hollis.  The Debtor tapped
Phillip W. Nelson, Esq., at Locke Lord LLP, in Chicago, as counsel.


ADAPTIVE MEDIAS: Reports $6.96-Mil. Net Loss in Q1 of 2015
----------------------------------------------------------
Adaptive Medias, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $6.96 million on $1.17 million of revenues
for the three months ended March 31, 2015, compared with a net loss
of $1.22 million on $732,000 of revenue for the same period last
year.

The Company's balance sheet at Mar. 31, 2015, showed $9.11 million
in total assets, $7.98 million in total liabilities, and
stockholders' equity of $1.13 million.

The Company has not yet established an ongoing source of revenue
sufficient to cover its operating costs and allow it to continue as
a going concern.  As of March 31, 2015, the Company had an
accumulated deficit of $47.1 million.  The ability of the Company
to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it
becomes profitable.

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

                         http://is.gd/SFSd6Z

Adaptive Medias, Inc., provides digital video and mobile solutions
for publishers and video content owners for video content
management, delivery, syndication and monetization.  The Irvine,
California-based Company's platform offers an HTML5 (Fully
Responsive)/Flash-friendly video player and provides premium
content.


AEREO INC: Wins Court Approval of Liquidation Plan
--------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Aereo Inc., the company behind a now-defunct TV-streaming service,
won final court approval of a liquidation plan that will divvy up
the proceeds from the sale of the company's assets.

According to the report, Judge Sean Lane of the U.S. Bankruptcy
Court in Manhattan said, "It was a very difficult, challenging
case."  "I think it's a case that could have easily descended into
constant warfare."

But the plan, under which most creditors will be paid in full,
enjoyed widespread support in advance of the June 8 hearing, the
Journal said.  Unsecured creditors, slated to receive about 10% of
what they are owed, voted unanimously to support the proposal, the
Journal noted.

The Amended Plan proposes to treat claims and interests as
follows:

   -- Administrative claims, fee claims of professionals, priority
tax claims and remaining secured claims will be paid in full.
Estimated recovery: 100%

   -- Holders of unsecured claims in an amount of $1,000 or less
(convenience claims) will be paid the full amount of their claims.
Estimated recovery: 100%

   -- Holders of general unsecured claims each greater than $1,000
will split the $811,000 unsecured allocation.  Estimated recovery:
10.7%

   -- Holders of equity interests are not expected to receive
anything.  Estimated recovery: 0%

Only holders of general unsecured claims each greater than $1,000
are entitled to vote on the Plan.

                         About Aereo Inc.

With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on Internet-connected devices, such as personal
computers, tablet devices, and "smartphones."   Aero provided to
each subscriber access, via the Internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.

Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-13200) in Manhattan, New York, on Nov. 20, 2014.  The
Chapter 11 filing came five months after the U.S. Supreme Court
ruled the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act, and thus was violating
broadcasters' copyrights because it wasn't paying broadcasters any
fees.

The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel.  The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers.  Prime Clerk LLC is the claims and notice agent.

The Debtor disclosed $22.2 million in assets and $2.78 million in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed three creditors to serve
on
the official committee of unsecured creditors.  Stinson Leonard
Street LLP serves as the Committee's counsel.


ALLIANCE HEALTHCARE: S&P Affirms 'B+' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Alliance HealthCare Services.  The outlook is
stable.

S&P also affirmed the 'B+' issue-level rating on the $520 million
term loan, which includes the $30 million add-on.  The recovery
rating on this facility is '3' indicating S&P's expectation of
meaningful (50% to 70%; on the low end of the scale) recovery for
lenders in the event of a payment default.

"The rating on Newport Beach, Calif.-based Alliance HealthCare
reflects a largely single business focus in a fragmented diagnostic
imaging market with somewhat low barriers to entry, pricing
pressure, and a relatively high fixed-cost structure," said credit
analyst Tulip Lim.  "Alliance HealthCare is the largest U.S. mobile
imaging provider, offering magnetic resonance imaging (MRI) and
positron emission tomography/computed tomography (PET/CT) scan
services to hospitals based on the number of scans or by the length
of use.  Additionally, the company derives nearly 20% of its
revenue from radiation oncology services."

S&P's stable outlook on Alliance HealthCare reflects S&P's belief
that credit metrics will remain below 5x because of flat EBITDA
with high-single-digit to low-double-digit revenue growth in 2015,
offset by margin declines of 300 bps.

S&P could lower the rating if the company's performance lags S&P's
base-case expectations.  This would be attributable to weak overall
market demand (in particular the vulnerability regarding mobile
customers), management's plan to invest in the business,
operational difficulties with acquisitions, and/or new business
initiatives.  If organic revenue declines and margins decline an
additional 100 bps beyond S&P's base-case scenario (which already
incorporates a roughly 300-bp decline), leverage would be sustained
above 5x and precipitate a downgrade.

Although less likely, S&P could raise the rating if the company
grows organic revenue at a double-digit rate and improves EBITDA
margins by more than 400 bps.  This could reduce debt leverage to
about 3.5x, which could then lead to an upgrade.



ALLIED NEVADA: Discloses $108-Mil. Net Loss in First Quarter
------------------------------------------------------------
Allied Nevada Gold Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $108 million on $55.3 million of revenues
for the three months ended March 31, 2015, compared with a net loss
of $332,000 on $85.5 million of revenue for the same period last
year.

The Company's balance sheet at March 31, 2015, showed $905 million
in total assets, $735 million in total liabilities, and
stockholders' equity of $171 million.

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

                       http://is.gd/l2MCWk

                       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.

The U.S. trustee appointed three creditors of the company to serve
on the official committee of unsecured creditors.


ALONSO & CARUS: Files Amended SALs and SOFA
-------------------------------------------
Alonso & Carus Iron Works, Inc., filed with the U.S. Bankruptcy
Court for the District of Puerto Rico amended Summary of Schedules,
and Schedules B, F and H.

The amendment consists of, among other things:

   1. Schedule B: Item 9 – The policy from Transamerica Life
Insurance Company was added with a value of $0.

   2. Schedule F: Certain creditors were added, and balances of
certain creditors were updated.

   3. Schedule H: Delmarie Ayala Román and Nelida M. Ortiz Colon
were added as co-debtors.

   4. As to the Statement of Financial Affairs, Items 3C and 4A
have been updated.

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

     http://bankrupt.com/misc/Alonso_Carus_41_amendedSAL.pdf

                 About Alonso & Carus Iron Works

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

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

The Debtor on the Petition Date filed applications to employ
Charles A Curpill, PSC Law office, as counsel; and CPA Luis R.
Carrasquillo & Co, PSC as financial consultant.



AMERICAN EAGLE: June 11 Hearing on Bid to Use Cash Collateral
-------------------------------------------------------------
U.S. Bankruptcy Judge Howard Tallman will hold a hearing on June 11
to consider final approval of American Eagle Energy Corp.'s request
to use the cash collateral of U.S. Bank N.A. and its noteholders.

The company earlier received interim approval from the bankruptcy
judge to use the cash collateral to fund its business operations.

The interim orders issued on May 15 and 28 granted U.S. Bank and
the noteholders so-called "replacement liens" on all properties
owned by American Eagle in exchange for allowing the company to use
their cash collateral.

Both would also get administrative expense claims in case of any
diminution in value of their interest in the collateral.

American Eagle owes the bank and its noteholders more than $175
million as of May 8, 2015, according to court filings.

The official committee of unsecured creditors earlier expressed its
opposition to what it calls "excessive adequate protection" package
provided to U.S. Bank and the noteholders.  The committee said both
are already "adequately protected."

The committee also questioned a provision of the May 28 order that
allows U.S. Bank and the noteholders to terminate the company's use
of their cash collateral without bankruptcy court approval.

American Eagle also received objections from its suppliers Hydratek
Inc. and Power Crude Transport Inc., which demanded protection of
their interests in the company's oil and gas assets.

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.


ATS AUTOMATION: S&P Assigns 'BB' CCR & Rates $250MM Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
long-term corporate credit rating to Cambridge, Ontario-based ATS
Automation Tooling Systems Inc.  The outlook is stable.  

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating and '6' recovery rating to ATS' proposed US$250 million
senior unsecured notes due 2023.  The '6' recovery rating indicates
that lenders can expect negligible (0%-10%) recovery in a default
scenario.

"The rating on ATS reflects our view of the company's fair business
risk profile, incorporating its limited product diversity and
relatively small scale offset by its sizable installed base and
fairly diverse customer base, and intermediate financial risk
profile," said Standard & Poor's credit analyst Jamie Koutsoukis.

S&P also applies a negative one-notch adjustment to the comparable
rating analysis modifier to reflect S&P's view that ATS' business
risk profile is at the lower end of the "fair" assessment.

ATS is a Canada-based company engaged in planning, designing,
building, commissioning, and servicing automated manufacturing and
assembly systems -- including automation products and test
solutions -- for a broadly diversified base of customers.  The
company largely focuses on servicing the life sciences, consumer
products and electronics, transportation, and energy automation end
markets.  The company has 26 manufacturing facilities and 47
offices in Canada, the U.S., Europe, Southeast Asia, and China.

S&P assesses ATS' business risk profile as "fair."  This reflects
the company's limited product diversity and relatively small scale
offset by a sizable installed base, as well as ATS' customer and
geographic diversity.  ATS competes in the fragmented and cyclical
global automation market with a small market share of the broader
global market; however, S&P notes that within its addressable
markets it operates as a market leader.

S&P believes ATS will benefit from its large installed base
worldwide, which should support customer retention, given the costs
associated with switching systems providers.  ATS has strong
customer retention rates with the company generating more than 90%
of its bookings from repeat customers.  In addition, S&P believes
ATS' customer base is fairly diverse, no customer accounts for more
than 10% of revenues, and the company should continue to benefit
from its longstanding customer relationships, which it maintains
because of its product offerings and related customer service
business.  S&P also believes new customer contracts and expansion
of existing customer contracts into new and existing markets, given
the company's global presence, will drive the company's business
growth.  In fiscal 2015, revenues were split among North America
(48%), Europe (35%), and Asia-Pacific (17%).

The stable outlook reflects Standard & Poor's expectation that ATS
will continue to generate positive revenue growth based on
continued market demand.  It also incorporates S&P's expectation
that the company will maintain its operating efficiency, as well as
its current level of profitability, over S&P's forecast period.
Under these parameters, S&P expects ATS' adjusted FFO-to-debt ratio
will remain in the mid-to-high 30% area.

S&P could lower the rating if ATS' operating performance were to
deteriorate resulting in reduced profitability or if the company
pursues a more aggressive financial policy, possibly through
debt-funded acquisitions, resulting in adjusted FFO-to-debt
approaching 20% on a sustained basis.

S&P believes an upgrade is unlikely in the near term as the rating
is constrained by the company's business risk profile, specifically
its smaller scale and limited product diversity.  An upgrade is
possible, however, if ATS were to increase its scale and the
company improves its financial metrics with adjusted FFO-to-debt
moving above 45% on a sustained basis.



BEAR ISLAND: Judge Phillips Confirms First Amended Liquidation Plan
-------------------------------------------------------------------
The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for  the
Eastern District of Virginia confirmed the first amended Chapter 11
plan of liquidation filed by Estate BIPCO, LLC, formerly known as
Bear Island Paper Company, L.L.C.

As reported in the Troubled Company Reporter, the Court approved on
Oct. 7, 2011, the Debtor's Disclosure Statement which, among other
things, authorized the Debtor to solicit votes on the Plan.

On Feb. 24, 2015, the Debtor, the Canadian Debtors and BD White
Birch Investment LLC, as the purchaser of assets, executed an
estate allocation compromise and settlement agreement which fully
and consensually resolves each of the estate allocation issues.
The Debtor sought approval of the estate allocation settlement
agreement at the confirmation hearing contemporaneously with
confirmation of the Amended Plan.

The Amended Plan dated March 31, 2015, contains modifications that,
among other things, reflect the outcome of the estate allocation
issues.

The Bankruptcy Court's entry of the confirmation order will
constitute the Bankruptcy Court's approval of the estate allocation
settlement agreement and the estate allocation.  The Debtor's
portion of the estate allocation (i) vested in the Debtor at sale
closing date; and (ii) will vest in Liquidating BIPCo on the
Effective Date.

As of the Effective Date, the Wind Down Creditors' Committee, on
behalf of Liquidating BIPCo, will retain the Plan Administrator.
The Plan Administrator will be responsible for implementing the
liquidation and Wind Down contemplated by this Plan, including
monetizing or abandoning any assets, resolving all claims, and
distributing cash pursuant to the Plan, pursuing, settling or
abandoning all remaining causes of action delegated to the Plan
Administrator by the Wind Down Creditors' Committee or otherwise
vested in the Debtor's Estate, and causing Liquidating BIPCo to
comply with the ASA, in each case in accordance with this Plan, the
Plan Administrator Agreement, the Wind Down Budget, and the
Administrative Fund Procedures.

A full-text copy of the Debtor's first amended plan is available
for free at http://is.gd/Y0GX3O

A full-text copy of the Debtor's disclosure statement explaining
the plan is available for free at http://is.gd/K7UVzN

                            About Bear Island

Canada-based White Birch Paper Company was the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on Feb.
24, 2010.  At June 30, 2011, the Company had $141.9 million in
total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court for
the Province of Quebec, Commercial Division, Judicial District of
Montreal, Canada.  White Birch and five other affiliates -- F.F.
Soucy Limited Partnership; F.F. Soucy, Inc. & Partners, Limited
Partnership; Papier Masson Ltee; Stadacona Limited Partnership; and
Stadacona General Partner, Inc. -- also sought bankruptcy
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr.
E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia Beach, serves as counsel
to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael A.
Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel
to Bear Island.  Jonathan L. Hauser, Esq., at Troutman Sanders LLP,
in Virginia Beach, Virginia, serve as co-counsel to Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November 2010
to sell the business to a group consisting of Black Diamond Capital
Management LLC, Credit Suisse Group AG and Caspian Capital Advisors
LLC.  The sale closed in September 2012.

The caption for Bear Island's case was changed to "Estate BIPCO,
LLC" as required by the asset sale agreement.

Under a plan proposed for Bear Island, first- and second-lien
creditors  with $424.9 million and $105.1 million in claims,
respectively, are expected to recover between 0.5 percent and 4
percent.  Unsecured creditors with $1.4 million in claims are to
receive the same dividend.


BOOMERANG TUBE: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:

       Debtor                                 Case No.
       ------                                 --------
       Boomerang Tube, LLC                    15-11247
          aka Oilfield Tubulars, LLC
       14567 North Outer Forty, Suite 500
       Chesterfield, MO 63017

       BTCSP, LLC                             15-11248

       BT Financing, Inc.                     15-11249

Type of Business: Manufacturer of welded Oil Country Tubular Goods

Chapter 11 Petition Date: June 9, 2015

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

Judge: Hon. Mary F. Walrath

Debtors' Counsel: Robert S. Brady, Esq.
                  Edmon L. Morton, Esq.
                  Sean M. Beach, Esq.
                  Margaret Whiteman Greecher, Esq.
                  Ryan M. Bartley, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE  19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Emails: rbrady@ycst.com
                          emorton@ycst.com
                          sbeach@ycst.com
                          mgreecher@ycst.com
                          rbartley@ycst.com

Debtors'          LAZARD FRERES & CO. LLC
Financial
Advisors:

Debtors'          DEBEVOISE & PLIMPTON LLP
Special
Counsel:

Debtors'          DONLIN, RECANO & COMPANY, INC.
Claims and        Re: Boomerang Tube, LLC, et al.
Noticing          P.O. Box 899
Agent:            Madison Square Station
                  New York, NY 10010
                  Tel: (212) 771-1128

Total Assets: $299 million as of March 31, 2015

Total Liabilities: $461 million as of March 31, 2015

The petition was signed by Kevin Nystrom, president and chief
executive officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Nucor Steel                          Trade Claim      $17,481,298
Attn: Sam Commella
P.O. Box 30
Armorel, AR 72310
sam.commella@nucor.com
Tel: 870-762-2100
Fax: 870-838-1956

Daewoo International Corporation     Trade Claim       $3,131,651
Attn: Joseph Shin
300 Frank W Burr Blvd., Suite #23
Teaneck, NJ 07666
jshin@dwa.daewoo.com
Tel: 713-800-3916
Fax: 713-979-3952

Pinnacle Machine Works LLC           Trade Claim       $2,483,349
Attn: Bill Scott
10521 Sheldon Road
Houston, TX 77044
bscott@pinnaclemw.com
Tel: 713-409-8831

Patterson Tubular Services           Trade Claim       $2,015,616
Attn: David Glascock
539 Sheldon Road
PO Box 117
Channelview, TX 77530-01177
dglascock@pattersontubular.com
Tel: 800-452-5443

Arcelor Mittal and AM/NS             Trade Claim       $2,134,187
Calvert LLC
Attn: Eric Smith
1 South Dearborn Street
18th Floor
Chicago, IL 60603
eric.smith@arcelormittal.com
Tel: 312-899-3722
Fax: 312-899-3197

GB Tubulars                           Trade Claim       $811,160
Attn: Gene Mannella
950 Threadneedle
Suite 130
Houston, TX 77079
genem@gbtubulars.com
Tel: 713-800-3514

Tuboscope - North                     Trade Claim       $542,664
Attn: John Howard
2835 Holmes Road
Houston, TX 77051
john.howard@nov.com
Tel: 713-799-5447

JFE Steel Corporation                 Trade Claim       $460,240
Attn: Hideki Nakamura
10333 Richmond Avenue
Suite 810
Houston, TX 77042
nakamura@jfeshoji.com
Tel: 713-952-2592
Fax: 713-952-2595

Motion Industries, Inc.               Trade Claim       $420,242
Attn: Keith Bishop
1465 E Sam Houston Pwy
Suite 100
Pasadena, TX 77503
keith.bishop@motion-ind.com
Tel: 281-542-1660

Amtex Machine Products, Inc.          Trade Claim       $413,222
Attn: Tom Behanick
4517 Brittmoore Road
Houston, TX 77041
tbehanick@amtexmachine.com
Tel: 713-896-4488
Fax: 713-896-6363

Mustang Cat/Machinery                 Trade Claim       $299,400
Attn: Leroy Jackson
12800 North West Freeway
Houston, TX 77040
ljackson@mustangcat.com
Tel: 713-460-7278 x 7331

Harry Johnson Welding                 Trade Claim       $250,517
Attn: Harry Johnson
455 FM 834 Rd West
Liberty, TX 77575
harryjohnsonwelding@hotmail.com
Tel: 936-334-0695
Fax: 936-334-1821

Fives Bronx Inc.                      Trade Claim       $240,337

Navasota Industrial Supply, Ltd.      Trade Claim       $220,678

Essentra Pipe Protection              Trade Claim      $216,534
Technologies

H & R Mfg Supply Inc.                 Trade Claim      $175,568

Forty West Partners, LLC                 Lease         $168,412

PMC Industries                        Trade Claim      $155,328

J.B. Fabricating LLC                  Trade Claim      $154,320

Roll Machining Technologies &         Trade Claim      $143,585
Solutions

JPF Ultrasonic Technologies Inc.      Trade Claim      $140,125

Industrial Electric Motor Company     Trade Claim      $129,304

Primetals Technologies USA LLC        Trade Claim      $101,152

Somerset Logistics                    Trade Claim      $100,750

PMF Machine LLC                       Trade Claim       $99,055

United Rentals                        Trade Claim       $91,139

KPMG                                  Professional      $91,000
                                         Fees

Carbide Specialists Inc.              Trade Claim       $82,054

England Logistics                     Trade Claim       $80,675

ATF Finance                           Trade Claim       $66,450


BPZ RESOURCES: Board Prefers Single Transaction Sale of All Assets
------------------------------------------------------------------
BPZ Energy's Board of Directors has determined that it is in the
best interest of the Company's stakeholders for the Company to
undertake an organized process to attempt to sell, in a single
transaction, substantially all of its assets, subject to the
necessary approvals by the bankruptcy court overseeing the
Company's Chapter 11 case.

As previously announced, and in connection with its Chapter 11
filing, the Company has been engaged in a lengthy and intensive
evaluation of potential strategic alternatives in order to preserve
and maximize stakeholder value.  The potential alternatives
included (i) pursuing a strategic transaction with a third party,
like a merger or sale of the Company; (ii) the reinvestment of the
Company's liquid assets in favorable opportunities; and (iii)
pursuing third party financing for ongoing operations.  However,
the process to date has not yielded any opportunities likely to
provide greater realizable value than attempting to sell, in a
single transaction, substantially all of its assets, given current
market conditions and other factors.

Cautionary Statements Regarding Bankruptcy Proceedings

The Company's security holders are cautioned that trading in the
Company's securities during the pendency of the Bankruptcy Case
will be highly speculative and will pose substantial risks.
Trading prices for the Company's securities may bear little or no
relationship to the actual recovery, if any, by holders thereof in
the Company's Bankruptcy Case.  Accordingly, the Company urges
extreme caution with respect to existing and future investments in
its securities.

A plan of reorganization, organized sale of the Company's assets,
or liquidation will likely result in holders of the Company's
capital stock receiving little or no distribution on account of
their interests and cancellation of their existing stock.  If
certain requirements of the Bankruptcy Code are met, a Chapter 11
plan of reorganization can be confirmed notwithstanding its
rejection by the Company's equity security holders and
notwithstanding the fact that such equity security holders do not
receive or retain any property on account of their equity interests
under the plan.

                        About BPZ Resources

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

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

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

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

The U.S. trustee overseeing the Chapter 11 case of BPZ Resources
Inc. appointed five creditors of the company to serve on the
official committee of unsecured creditors.


BPZ RESOURCES: Provides Update on Chapter 11 Process
----------------------------------------------------
BPZ Energy on June 8 disclosed that its Board of Directors has
determined that it is in the best interest of the Company's
stakeholders for the Company to undertake an organized process to
attempt to sell, in a single transaction, substantially all of its
assets, subject to the necessary approvals by the bankruptcy court
overseeing the Company's Chapter 11 case.

As previously announced, and in connection with its Chapter 11
filing, the Company has been engaged in a lengthy and intensive
evaluation of potential strategic alternatives in order to preserve
and maximize stakeholder value.  The potential alternatives
included (i) pursuing a strategic transaction with a third party,
such as a merger or sale of the Company; (ii) the reinvestment of
the Company's liquid assets in favorable opportunities; and (iii)
pursuing third party financing for ongoing operations.  However,
the process to date has not yielded any opportunities likely to
provide greater realizable value than attempting to sell, in a
single transaction, substantially all of its assets, given current
market conditions and other factors.

      Cautionary Statements Regarding Bankruptcy Proceedings

The Company's security holders are cautioned that trading in the
Company's securities during the pendency of the Bankruptcy Case
will be highly speculative and will pose substantial risks. Trading
prices for the Company's securities may bear little or no
relationship to the actual recovery, if any, by holders thereof in
the Company's Bankruptcy Case.  Accordingly, the Company urges
extreme caution with respect to existing and future investments in
its securities.

A plan of reorganization, organized sale of the Company's assets,
or liquidation will likely result in holders of the Company's
capital stock receiving little or no distribution on account of
their interests and cancellation of their existing stock.  If
certain requirements of the Bankruptcy Code are met, a Chapter 11
plan of reorganization can be confirmed notwithstanding its
rejection by the Company's equity security holders and
notwithstanding the fact that such equity security holders do not
receive or retain any property on account of their equity interests
under the plan.

                        About BPZ Resources

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

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

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

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



BRAZOSPORT REGIONAL: S&P Lowers Rating on 2012 Revenue Bonds to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on Brazoria County Health Facilities Development
Corp., Texas' series 2012 revenue and refunding bonds issued for
Brazosport Regional Health System.  The outlook is negative.

"The rating action reflects application of our U.S. not-for-profit
acute care stand-alone hospital criteria," said Standard & Poor's
credit analyst Suzie Desai.

The negative outlook reflects S&P's view of a soft first quarter in
fiscal 2015 coupled with increased capital spending.  Together,
these factors could affect unrestricted reserves, which are
currently a stabilizing credit factor.



CACHE INC: Committee Withdraws Bid to Convert Chapter 11 Case
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases  of Cache, Inc., et al., withdrew, with prejudice,
its request for the U.S. Bankruptcy Court for the District of
Delaware to convert Chapter 11 cases to Chapter 7 cases, following
several objections to the request.

The Committee, in its conversion bid, asserted that the Debtors
have already sold substantially all of their assets to Great
American Group, LLC, and thus have no assets of other significant
value to liquidate that will render their estates administratively
solvent.  Meanwhile, there are substantial administrative expenses
that remain outstanding as of April 8, 2015, including, but not
limited to: (a) rent for April 2015, which the Debtors estimate to
total $1,950,000; (b) "stub rent," which the Debtors estimate to
total $1,100,000.  

The Committee's counsel, Evan T. Miller, Esq. at Bayard P.A. in
Wilmington, Delaware, told the Court that the continuation of the
cases in Chapter 11 will likely result in additional losses and
greater expenses.  Mr. Miller noted that the  vendors are already
suffering additional losses that cannot be mitigated due to the
fact that, despite the best efforts of the vendors, neither the
Debtors nor GA have provided "release letters" to vendors who have
seasonal "on order" goods that were not purchased by GA for
purposes of the GOB sales.  He asserted that for these reasons, it
is apparent to the Committee that any further use of the Debtors'
very limited resources to fund a case under Chapter 11 is not
warranted and only results in an unnecessary drain on estate assets
that may otherwise be used to pay administrative expenses.

Andrew R. Vara, Acting U.S. Trustee for Region 3, supported the
Committee's request for the Court to convert the case to one under
Chapter 7.  The U.S. Trustee asserted that despite the short tenure
of the case, if the Court finds that the Committee's allegations of
administrative insolvency are accurate, then the case should be
converted to one under Chapter 7.  The U.S. Trustee added that to
the extent the claims of creditors entitled to priority have been
paid ahead of administrative claimants, a Chapter 7 trustee may
have grounds to seek disgorgement from parties so paid to ensure
that distributions to administrative claimants are made on a pro
rata basis.  He added that this is preferable to creditors and more
in their best interest than dismissal.

The U.S. Trustee also noted that the Debtor's Monthly Operating
Report for the Month of February, reporting a loss of more than $6
million, and the pending motions on the docket seeking compensation
of more than $1 million in postpetition rent, not including the
month of April 2015, by themselves suggest that the estate is
seriously administratively insolvent.

Salus Capital Partners, LLC, asked the Court to deny the
Committee's conversion motion, saying GA should conclude the GOB
sales, which is anticipated to generate up to $8,000,000, and allow
the Debtors to fulfill their obligations under the Sale Order.
According to Salus' counsel, Erin R. Fay, Esq., at Morris, Nichols,
Arsht & Tunnel LLP, in Wilmington, Delaware, the anticipated
revenue represents significant value that will be lost if the
Debtors' cases were converted.

Ms. Fay further argued that conversion will also imperil the
remaining portion of the Guaranteed Transaction Consideration
(which the Debtors said is equal to approximately $2,300,000) and
other amounts due to the Debtors from GA under the Agency Agreement
for the reimbursement of ongoing operating expenses.  Ms. Fay said
receipt of these funds from GA and payment of these operating
expenses is critical to the administration of the Debtors' estates
and the monetization of the Debtors remaining assets.

The Debtors likewise opposed the Committee's Motion and argued that
the immediate conversion of the cases to Chapter 7 is not in the
best interests of the various stakeholders of the estates because
it would increase, not curtail, the losses claimed by parties in
interest.  Colin R. Robinson, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, told the Court that the orderly
completion of the GOB Sales conducted by GA will minimize expense
and avoid exposing the estate to potential damage claims in
connection with the immediate cessation of the GOB Sales.  Putting
off conversion will also avoid the harm to employees that are still
employed through the completion of the GOB Sales, Mr. Robinson
said.  Moreover, monetization of certain remaining assets combined
with the Debtors' efforts to formulate a global resolution between
Salus, the Debtors, the GA, and the Committee, presents the
prospect for a potential recovery on account of accrued
administrative expenses, Mr. Robinson added.

Great American Group WF, LLC, objected to the Committee's Motion,
complaining that despite that the GOB sales have only been ongoing
for a few short weeks, and despite that the parties have not yet
fully realized the benefits of their bargain under the
court-approved sale, the Committee proposes chaos through immediate
conversion of these cases.  Richard A. Robinson, Esq., at Reed
Smith LLP, in Wilmington, Delaware, argued that immediate
conversion would only serve to damage the estates, deprive the
parties of their contractual rights as contemplated by the Sale
Order and Agency Agreement, and create a potential litigation
morass.

The Creditors' Committee is represented by:

          Scott D. Cousins, Esq.
          Evan T. Miller, Esq.
          BAYARD, P.A.
          222 Delaware Avenue, Suite 900
          Wilmington, DE 19801
          Telephone: (302)655-5000
          Facsimile: (302)658-6395
          Email: scousins@bayardlaw.com
                  emiller@bayardlaw.com  

            -- and --

          David M. Posner, Esq.
          Gianfranco Finizio, Esq.
          OTTERBOURG P.C.
          230 Park Avenue
          New York, NY 10169-0075
          Telephone: (212)661-9100
          Facsimile: (212)682-6104
          E-mail: dposner@otterbourg.com
                  gfinizio@otterbourg.com

The U.S. Trustee is represented by:

          David L. Buchbinder, Esq.
          J. Caleb Boggs Federal Building
          844 King Street, Suite 2207, Lockbox 35
          Wilmington, DE 19801
          Telephone: (302)573-6491
          Facsimile: (302)573-6497

Salus is represented by:

          Derek C. Abbott, Esq.
          Erin R. Fay, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 North Market Street
          P.O. Box 1347
          Wilmington, Delaware 19899
          Telephone: (302)658-9200
          Facsimile: (302)658-3989
          Email: dabbott@mnat.com
                 efay@mnat.com

             -- and --

          John Ventola, Esq.
          Melissa S. Wright, Esq.
          CHOATE, HALL & STEWART LLP
          Two International Place
          Boston, Massachusetts 02110
          Telephone: (617)248-5000
          Facsimile: (617)248-4000
          Email: jventola@choate.com
                 mwright@choate.com

The Debtors are represented by:

          Laura Davis Jones, Esq.
          David M. Bertenthal, Esq.
          Joshua M. Fried, Esq.
          Colin R. Robinson, Esq.
          Peter J. Keane, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705
          Telephone: (302)652-4100
          Facsimile: (302)652-4400
          Email: ljones@pszjlaw.com
                 dbertenthal@pszjlaw.com
                 jfried@pszjlaw.com
                 crobinson@pszjlaw.com
                 pkeane@pszjlaw.com

Great American is represented by:

          Richard A. Robinson, Esq.
          REED SMITH LLO
          1201 N. Market Street, Suite 1500
          Wilmington, DE 19801
          Telephone: (302)778-7500
          Facsimile: (302)778-7575
          Email: rrobinson@reedsmith.com

                     About Cache, Inc

Cache, Inc., operates 236 women's apparel specialty stores under

the trade name "Cache." On Dec. 4, 2014, New York-based Cache

announced that it has received an inquiry from a third party

regarding a potential sale of the Company.



Cache, Inc., and its two affiliates sought protection under

Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case
No.
15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary
F. 
Walrath.



The Debtors are represented by Laura Davis Jones, Esq., Peter J.

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



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



The Debtors had total assets of $53.7 million and total

liabilities of $51.1 million as of Sept. 27, 2014. In its

schedules, the Debtor disclosed $38,793,006 in assets and

$84,113,066 in liabilities. 



The U.S. Trustee for Region 3 has appointed seven members to the

Official Committee of Unsecured Creditors in the Debtors' case.
The Committee retained Bayard, P.A., as local Delaware counsel, and
Otterbourg P.C. as lead bankruptcy counsel.


CALMENA ENERGY: U.S. Court Approves Sale of Assets
--------------------------------------------------
Ernst & Young Inc., the Canadian Court-appointed receiver and
foreign representative of Calmena Energy Services Inc. and its
affiliated debtors, sought and obtained authority from Judge Karen
K. Brown of the U.S. Bankruptcy Court for the Southern District of
Texas, Houston Division, to sell substantially all of the Debtors'
operating assets in the United States.

The Debtors' U.S. assests consist of directional drilling equipment
located in Oklahoma City, Oklahoma, and Conroe, Texas.  The
Equipment is comprised of directional drilling motors and
associated parts, also known as the Motor Assets, and the
measurement-while-drilling systems and associated parts, also known
as the MWD Assets.  The Equipment is owned by either Calmena US LP,
Drilling LLC, Calmena Energy Services, Inc., or Calmena Luxembourg
Holdings S.a.r.l.

The Receiver sought approval from the U.S. Court for two proposed
sales transactions, namely: (1) the sale of the Debtors' MWD Assets
located in Oklahoma and Alberta for the price of C$835,000
(approximately US$694,720) to 1616057 Alberta Ltd., a Canadian
corporation formed under Alberta law; and, (2) the sale of the
Debtors' Motor Assets located in Texas and Oklahoma for C$800,000
(approximately US$665,600) to Turbo Drill Industries, Inc., a Texas
corporation.

The Receiver's counsel, R. Andrew Black, Esq., at Norton Rose
Fulbright US LLP, in Houston, Texas, asserted that the transactions
are in the best interests of the Debtors, the U.S. creditors, and
the other U.S. stakeholders.  Mr. Black told the Court that the
transactions represent the highest and best offers received after
the Receiver's rigorous marketing and sale effort on the Debtor's
behalf.  He said the transactions are not conditioned upon further
due diligence or other contingencies, absent approval by the
Canadian Court and the U.S. Court.  He noted that the Purchasers
have demonstrated a capacity to close the transactions upon
obtaining the necessary approvals of the Canadian Court and the
U.S. Court.

The Receiver is represented by:

          R. Andrew Black, Esq.
          NORTON ROSE FULBRIGHT US LLP
          1301 McKinney, Suite 5100
          Houston, TX 77010-3095
          Telephone: (713)651-5364
          Facsimile: (713)651-5246
          Email: andrew.black@nortonrosefulbright.com
          
             -- and --

          Louis R. Strubeck, Jr., Esq.
          Timothy S. Springer, Esq.
          NORTON ROSE FULBRIGHT US LLP
          2200 Ross Avenue, Suite 2800
          Dallas, TX 75201
          Telephone: (214)855-8000
          Facsimile: (214)855-8200

                   About Calmena Energy

Ernst & Young Inc., as foreign representative, filed petition
s
under Chapter 15 of the U.S. Bankruptcy Code on behalf of
Calgary, 
Canada-based Calmena Energy Services Inc. and its three
affiliates.


The lead Chapter 15 case is Case No. 15-30786. The case is

assigned to Judge Karen K. Brown of the U.S. Bankruptcy Court
for
the Southern District of Texas (Houston).



The Chapter 15 petitioner is represented by Robert Andrew Black,

Esq., at Norton Rose Fulbright LLP, in Houston, Texas.


CARLOS EDUARDO PORRAS: Court Addresses Post-Confirmation Issues
---------------------------------------------------------------
In the Chapter 13 bankruptcy case of Carlos Eduardo Porras,
Bankruptcy Judge M. Elaine Hammond addressed these
post-confirmation issues: (1) the effect of filing a motion to
modify, (2) the effect of filing a motion to modify on a pending
motion for relief from stay, and (3) disposition of certain funds
received by the Trustee post-confirmation.

Anent the first issue, Judge Hammond held that the terms of a
motion to modify a plan apply from the time that the motion is
filed until the modification is disapproved. When a modification is
disapproved, the plan terms revert to those provided in the
confirmed plan in effect immediately prior to the filing of the
modification, as if the modification were never filed.

As to the second issue, Judge Hammond found that a motion to modify
that seeks to waive a default in plan payments does not address the
default in adequate protection required by the plan and the
Bankruptcy Code.  It does not provide a basis upon which to
condition the stay for purposes of Section 362(d), which section
authorizes a court to grant relief from stay for cause, including
the lack of adequate protection of a creditor's interest in
property.  In the absence of adequate protection, relief from stay
should be granted.

With respect to the third issue, Judge Hammond held that the funds
in question, which were disgorged by Mr. Porras' previous counsel
and traced as proceeds of a prepetition judgment, are not future
earnings.  These funds vested in Mr. Porras upon confirmation of
his Chapter 13 plan.  Accordingly, the Trustee is authorized to
disburse the funds to Mr. Porras based upon his prior requests for
their turnover.

A copy of the May 14, 2015 memorandum decision is available at
http://is.gd/KLN9dIfrom Leagle.com.

                   About Carlos Eduardo Porras

Carlos Eduardo Porras filed a Chapter 11 case (Bankr. N.D. Cal.
Case No. 12-58699), acting pro se, in December 2012.  Attorney
Jason Vogelpohl subsequently substituted into the case as Mr.
Porras's counsel. The case was converted to a Chapter 13 case in
February 2013 upon Mr. Porras's request. The court confirmed Mr.
Porras's Chapter 13 plan in January 2014. In April 2014, Vogelpohl
withdrew as counsel in the Chapter 13 case and was substituted by
Cathleen Moran in August 2014.  On December 10, 2014, Moran
substituted out of the case.


CARMIKE CINEMAS: S&P Affirms 'B+' CCR, Outlook Remains Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Columbus, Ga.-based movie exhibitor
Carmike Cinemas Inc.  The rating outlook remains stable.

At the same time, S&P assigned its 'BB' issue-level rating and '1'
recovery rating to the company's proposed $230 million senior
secured second-lien notes due 2023.  The '1' recovery rating
indicates S&P's expectation for very high recovery (90%-100%) of
principal in the event of a payment default.

The 'BB' issue-level and '1' recovery rating on the company's
upsized revolving credit facility (now $50 million) remain
unchanged.

"The 'B+' corporate credit rating on Carmike reflects our view that
the company's leverage will decline to below 5x in 2015 and remain
below 5x on a sustained basis," said Standard & Poor's credit
analyst Jawad Hussain.  "We also expect that the company will
continue to direct free cash flow toward theater expansion and
acquisitions, modestly improving its circuit despite industry
pressures on attendance."

The stable outlook reflects S&P's expectation that Carmike's
leverage will decline to below 5x during the next six to 12 months
and remain below that level on a sustained basis.  S&P also expects
the company to continue to direct free cash flow toward theater
expansion and customer engagement improvements while maintaining
"adequate" liquidity.

S&P could lower the rating if it concludes that Carmike's leverage
will increase or remain above 5x as a result of box office declines
or underperforming acquisitions.  S&P could also lower the rating
if it believes that the company's discretionary cash flow will turn
negative as a result of attendance declines and higher capital
spending.

Although unlikely, S&P could raise the rating if Carmike's
operating performance continues to improve further, resulting in
substantial EBITDA growth enabling the company to reduce leverage
below 4x, despite box-office volatility.  An upgrade would also
necessitate the company continuing to increase its scale and
geographic diversification.



CELANESE US: S&P Revises Outlook to Positive & Affirms 'BB+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Celanese US Holdings LLC and CNA Holdings LLC to positive from
stable and affirmed the 'BB+' corporate credit ratings on the
companies.

S&P also affirmed the 'BBB' rating on Celanese's senior secured
term loans and S&P's 'BB+' rating on the company's senior unsecured
debt.  S&P's '1' recovery ratings on the secured debt indicates its
expectation of very high (90% to 100%) recovery if a default
occurs.  S&P's '3' recovery rating on the unsecured debt indicates
its expectation of meaningful (lower half of the 50% to 70% range)
recovery if a default occurs.

"The outlook revision reflects our expectation that Celanese's
productivity and operating efficiency initiatives, along with
continued growth in its business segments, will offset the likely
negative potential for raw material price volatility and a stronger
dollar in 2015 to support strengthening credit measures," said
Standard & Poor's credit analyst Sebastian Pinto-Thomaz.

The company's credit measures at year-end 2014 and for the first
quarter of 2015 are strong at the current ratings with the funds
from operations (FFO) to total debt ratio at 35.5% compared with
S&P's expectation of 25.9% at the beginning of 2015.  S&P believes
the strength of the credit measures and its view of operating
performance could provide some cushion for investments in growth,
shareholder rewards, unexpected earnings setbacks, and could remain
appropriate for a higher rating.  S&P also assumes the company's
strong liquidity should provide some degree of flexibility for the
company's efforts to pursue growth investments and returns to
shareholders.  However, S&P will continue to evaluate the company's
growth initiatives and shareholder rewards with a view to assessing
management's commitment to maintain credit ratios at elevated
levels appropriate for a higher rating.

The ratings on Celanese reflect S&P's assessment of its business
risk profile as "satisfactory" and its financial risk profile as
"significant," as defined in S&P's criteria.  S&P characterizes
Celanese's liquidity as "strong," as defined in S&P's criteria,
based on its sizable cash balance, significant availability under
its revolving credit facility, and good cash generation.

The positive outlook on Celanese US Holdings reflects the company's
sound credit measures and S&P's expectation of steady earnings
growth.  S&P expects Celanese's adjusted FFO to debt will be in the
25% to 30% range at the current rating.  S&P expects adjusted FFO
to debt to be stronger for certain periods, but management's
actions could cause these measures to deteriorate to levels in the
range over the next several quarters.

S&P could raise the ratings if the company explicitly commits to
financial policies consistent with an "intermediate" financial risk
profile and an investment-grade corporate credit rating, while also
developing a clear and sustainable track record of maintaining FFO
to debt of above 30%, using cash to prudently fund growth and
returns to shareholders.

S&P could revise the outlook to stable if adjusted FFO to debt
weakens below 30%, with no clear prospects of recovery.  This could
happen if annual revenue declined by a high-single-digit
percentage, combined with a more than 300 basis-point decline in
EBITDA margins.  S&P could also consider a revision if the company
pursues significant returns to shareholders or large debt-financed
acquisitions such that adjusted FFO to debt weakens to below 30%.



CLEAN DIESEL TECHNOLOGIES: Reports $3.03-Mil. Net Loss in Q1
------------------------------------------------------------
Clean Diesel Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $3.03 million on $10.3 million of
revenues for the three months ended March 31, 2015, compared with a
net loss of $4.27 million on $11.6 million of revenue for the same
period last year.

The Company's balance sheet at March 31, 2015, showed $24.8 million
in total assets, $22.2 million in total liabilities, and
stockholders' equity of $2.67 million.

At March 31, 2015, the Company had $4.30 million in cash, and based
upon the Company's current and anticipated usage of cash resources,
it may require additional financing in the form of funding from
outside sources during 2015.  The Company's continuation as a going
concern is dependent upon its ability to obtain adequate additional
financing.

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

                        http://is.gd/yG5wAq

Oxnard, Calif.-based Clean Diesel Technologies, Inc. (NASDAQ:
CDTI) -- http://www.cdti.com/-- is a global manufacturer and   
distributor of heavy duty diesels and light duty vehicle emissions
control systems and products to automakers and retrofitters.  The
Company operates in two segments: Heavy Duty Diesel Systems
division and Catalyst division.  The Company's Heavy Duty Diesel
Systems division specializes in the design and manufacture of
verified exhaust emissions control solutions.  Its Catalyst
division produces catalyst formulations to reduce emissions from
gasoline, diesel and natural gas combustion engines.

BDO USA LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
suffered recurring losses from operations and negative cash flows
from operations since inception, resulting in an accumulated
deficit of $191.1 million as of December 31, 2014.

The Company reported a net loss of $9.34 million on $41.2 million
in revenue for the year ended Dec. 31, 2014, compared to a net loss
of $7.1 million on $51.8 million of revenues in the same period
last year.

The Company's balance sheet at Dec. 31, 2014, showed $28.3 million
in total assets, $21.4 million in total liabilities, and
stockholders' equity of $6.99 million.



CLOUDEEVA: Wants Aug. 14, 2015 Set as Claims Bar Date
-----------------------------------------------------
Cloudeeva, Inc., asks the U.S. Bankruptcy Court for the District of
New Jersey to establish 5:00 p.m., on Aug. 14, 2015, as the bar
date for all individual or entities to file proofs of claim against
the Debtor.

Proofs of claim must be submitted to the Court appointed claims
agent at this address:

         Kurtzman Carson Consultants
         2335 Alaska Avenue
         El Segundo, CA 90245.

The court will consider the matter at a hearing scheduled for June
16, 2015, at 10:00 a.m.

                      About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.  The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing.  The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they later sought approval of Trenk, DiPasquale, Della
Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention
was not formally approved by order of the Court.  The Debtors also
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate
counsel.  Kurtzman Carson Consultants LLC serves as claims and
noticing agent.

                           *     *     *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE
Ltd.
BAPL asserted that the cases were not filed in good faith. The
Debtors subsequently filed an appeal challenging the dismissal of
their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings. Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.

The Debtor filed a Plan of Reorganization and Disclosure Statement
on Oct. 7, 2014.  The Plan will be funded by cash on-hand on the
Effective Date, cash revenues derived from the Debtors' continued
operations, and investment of $1.15 million from Cloudeeva India
Private Limited or their designee, along with their guarantee of
all payments to be made under Plan, in exchange for the equity of
the Reorganized Debtors, as agreed in the parties' Plan Support
Agreement.

That Plan was withdrawn in February 2015.

The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate.  The trustee was represented by
Saul Ewing LLP.  Richard B. Honig was later appointed as the
Chapter 11 successor trustee for Cloudeeva Inc.


COLFAX CORP: Moody's Rates New Unsecured Debt 'Ba2'
---------------------------------------------------
Moody's Investors Service rated Colfax Corporation's proposed new
senior unsecured bank debt at Ba2. Concurrently, Moody's affirmed
the Ba2 Corporate Family Rating, Ba2-PD Probability of Default
Rating, SGL-2 Speculative Grade Liquidity Rating, and the ratings
on all existing rated debt. The ratings outlook is stable.

Proceeds from the transaction are expected to refinance the senior
secured bank debt due 2018 with unsecured bank credit facilities
and pay related fees and expenses. The ratings on the refinanced
instruments will be withdrawn upon the close of the transaction.

Issuer: Colfax Corporation

  -- Senior Unsecured Bank Credit Facilities, Ba2 (LGD-4)

  -- Moody's affirmed the following ratings:

Issuer: Colfax Corporation

  -- Corporate Family Rating, Ba2

  -- Probability of Default Rating, Ba2-PD

  -- Speculative Grade Liquidity Rating, SGL-2

  -- Senior Secured Bank Credit Facilities, Ba1 (LGD-3)

  -- Issuer: Colfax UK Holdings Ltd

  -- Senior Secured Bank Credit Facilities, Ba1 (LGD-3)

Issuer: Colfax Corporation and Colfax UK Holdings Ltd

  -- The outlooks are stable.

The ratings on the refinanced instruments will be withdrawn upon
the close of the transaction.

The affirmation of Colfax's Ba2 CFR reflects the company's large
scale with over $4.5 billion in revenues as of the LTM period
ending March 31, 2015, good geographic diversification and a mix of
both aftermarket and original market revenue. On a Moody's adjusted
basis, credit metrics should remain in line with a Ba2 CFR with an
expected debt / EBITDA of about 3 times and EBITA / Interest above
6 times for 2015.

Moody's anticipates Colfax will continue to pursue strategic
bolt-on acquisitions such as the recently announced Roots Blowers
and Compressors (Roots) business from General Electric, for $185
million, as the part of its growth strategy. Moreover, Moody's
expects the Company to continue to have a conservative financial
strategy in the funding of its acquisitions and issue equity if
needed to maintain a strong balance sheet. With over 75% of the
Company's sales coming from international markets, the Company is
well positioned to take advantage of international growth. However,
large international sales also expose Colfax to foreign currency
translation risks which could impact interest coverage metrics.

Colfax's SGL-2 Speculative Grade Liquidity rating is supported by
meaningful availability under its proposed $1 billion senior
unsecured revolving credit facility with pro forma availability in
excess of $300 million at March 31, 2015. The company's strong free
cash flow generation of $436 million during the LTM March 31, 2015
is expected to improve over the next 12 months. Moody's anticipates
free cash flow generation to be applied toward debt reduction and
tuck-in acquisitions. Colfax also has the flexibility to sell
assets in the event it needed to raise liquidity.

Colfax's stable rating outlook balances the company's revenue
pressures from the contraction in oil and gas markets and US Dollar
appreciation against good geographic growth in some regions.
Organic growth is anticipated to rebound as the oil and gas markets
and global economy improve.

Positive ratings traction could occur if the company's leverage
were to decrease and remain under 2.5 times and free cash flow
available for debt reduction anticipated to be sustained over 15%.
Moreover, ongoing evidence of margin expansion combined with strong
free cash flow would be supportive of positive ratings traction. A
continuation of its conservative balance sheet management would be
a precursor for a higher rating.

Colfax's ratings may be downgraded if leverage were anticipated to
exceed 3.5 times and if margins were anticipated to appreciably
weaken. A reduction in free cash flow generation, or debt financed
acquisitions could also the pressure the ratings or outlook.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 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.

Colfax Corporation, headquartered in Annapolis Junction, Maryland,
is a global manufacturer of gas- and fluid-handling and fabrication
technology products. The Gas and Fluid Handling operating segment
is a supplier of products including pumps, fluid-handling systems
and controls, valves, fans, heat exchangers and gas compressors
with end markets including power generation, oil, gas,
petrochemical, mining, marine among others. The Fabrication
Technology segment supplies welding equipment, cutting equipment
and consumables with end markets including wind power,
shipbuilding, pipelines, mobile/off-highway equipment and mining.
Revenues for the LTM period ended March 31, 2015 were approximately
$4.5 billion.


COMMUNITY HOME: Edwards Wants Bar Date Motion Held in Abeyance
--------------------------------------------------------------
Edwards Family Partnership, LP and Beher Holdings Trust, creditors
and parties-in-interest, objected to the motion of Kristina M.
Johnson, trustee for Community Home Financial Services, Inc., to
establish an amended bar date for prepetition claims, along with a
bar date for postpetition and administrative claims.

According to Edwards Entities, the time and expenses incurred in
preparing the motion were not reasonably likely to benefit the
estate or facilitate the rehabilitation of the Debtor.  As such,
the Edwards Entities reserve their rights to challenge any fees and
expenses incurred in preparing the motion.

Additionally, the Edwards Entities request that the motion be
denied or, at a minimum, held in abeyance until the Court decides
whether the case should be converted to a Chapter 7 as alleged in
the Edwards Entities' motion.

The Trustee asked that the Court establish 70 days after the order
approving the motion is entered.  

According to the Trustee, the notice of the bankruptcy case,
meeting of creditors, and deadlines incorporated a bar date for
filing a prepetition claim in the case for Sept. 20, 2012.
According to the certificate of notice, the original notice was
mailed to 13 individuals/entities and was e-mailed via ECF
notification system to eight individuals/entities.  Pursuant to a
notice to creditors added to the Debtor's creditor mailing matrix,
the original notice was later mailed to nine individual/entities
added to the mailing matrix in the case.

                      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.



CORINTHIAN COLLEGES: Gov't to Wipe Out Much of Student Debt
-----------------------------------------------------------
Greg Toppo at USA Today reports that the government promised to
forgive loans for many Corinthain Colleges students.

The U.S. Education Department is going to create a plan that will
forgive the debt of any student defrauded by their college,  The
New York Times' Tamar Lewin relates, citing Secretary of Education
Arne Duncan.

Business Insider states that the Department estimated that the cost
of forgiving debt of students who attended one of the School's
three colleges would be $544 million.

According to USA Today, the Department, along with the Consumer
Financial Protection Bureau, have already issued more than $480
million in loan forgiveness for borrowers who took out the School's
high-cost private student loans.

The Department, USA Today relates, said it will discharge the debt
of students who attended a shuttered Corinthian campus after June
20, 2014.  The report says that the other students are eligible for
loan forgiveness if they can prove that the School violated state
law.

Most of the School's campuses, operating under the names Heald,
WyoTech and Everest colleges, were acquired by the nonprofit Zenith
Education Group, USA Today states, citing the Department.

                     About Corinthian Colleges

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The Chapter 11
petitions are being jointly administered under the caption In re:
Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC).  The
cases are assigned to Judge Kevin J. Carey.

Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.

Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI
Consulting, Inc., as restructuring advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

Corinthian Colleges disclosed total assets of $19.2 million and
total liabilities of $143.1 million in its petition.


DEB STORES: Creditors Committee Files Verified Statement
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Deb Stores Holdings LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a verified statement
disclosing that, among other things:

   1. On Dec. 12, 2014, the Office of the U.S. Trustee appointed
the Committee, consisting of these seven members: (i) Simon
Property Group, Inc., (ii) GGP Limited Partnership, (iii) PREIT
Services, LLC, (iv) Finesse Apparel, Inc., (v) Blue Mountain
Apparel LA, LLC, (vi) Top Fashion of NY, and (vii) Extra Plastic
Ltd.;

   2. The Committee members hold administrative expense and general
unsecured claims against the Debtors' estates in their capacity as
trade vendors and landlords to the Debtors; and

   3. The Committee reserves the right to amend or supplement the
verified statement in accordance with the requirements set forth in
Bankruptcy Rule 2019.

The Committee is represented by:

         Howard A. Cohen, Esq.
         DRINKER BIDDLE & REATH LLP
         222 Delaware Ave., Suite 1410
         Wilmington, DE 19801
         Tel: (302) 467-4200
         Fax: (302) 467-4201

               - and -

         Cathy Hershcopf, Esq.
         COOLEY LLP
         1114 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 479-6000
         Fax: (212) 479-6275

                          About Deb Stores

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

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

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

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

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

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



DENDREON CORP: Signs Agreement With Shareholders to Dismiss Appeal
------------------------------------------------------------------
Dendreon Corp. has entered into an agreement which calls for the
dismissal of an appeal by its shareholders of a court order
approving the sale of its assets.

The Donahue Group shareholders on March 6 appealed a court order
issued by U.S. Bankruptcy Judge Laurie Selber Silverstein that
authorized Dendreon to sell most of its assets to Drone Acquisition
Sub Inc. for $495 million.

The shareholders complained the sale price was too low and was just
a fraction of Dendreon's true worth.  The group believed the
company should be worth closer to $2 billion.

The Donahue Group shareholders also filed a motion in March to put
Judge Silverstein's Feb. 20 order on hold until a higher court
heard their appeal.  

The shareholders' bid to stay the sale drew opposition from the
company and its official committee of unsecured creditors.  Both
argued that the sale transaction closed before the motion was
filed, rendering the motion moot.

Drone Acquisitions parent company Valeant Pharmaceuticals
International echoed the same argument.  In its objection, the
company expressed belief that the appeal would be dismissed on the
basis that it was statutorily moot under section 363(m) of the
Bankruptcy Code.

Valeant also believed that the filing of the motion was merely an
attempt by the shareholders to extract a cash settlement from
Dendreon.

On April 13, the parties signed a stipulation under which the
Donahue Group shareholders agreed to withdraw their motion to stay
the sale, court filings show.  

                         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.

                          *     *     *

Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on April 14, 2015, approved the disclosure
statement explaining Dendreon Corp., et al.'s Chapter 11 plan of
liquidation and scheduled the confirmation hearing for June 2,
2015, at 10:00 a.m. (Eastern time).

The Debtors filed a plan of liquidation and accompanying Disclosure
statement following approval of the sale of substantially all of
their assets to Valeant Pharmaceuticals International.

A second amended acquisition agreement provides for a higher
purchase price, consisting of common shares of Valeant, having an
aggregate value of $49.5 million as of the close of the market on
the Trading Day immediately prior to the Effective Date, paid to
the Debtors as partial consideration for the assets acquired by the
purchaser pursuant to the Sale Order, plus $445.5 million in cash
to be delivered at closing of the sale transaction.  Pursuant to
the Second Amended Acquisition Agreement, if the amount of the
allowed prepetition general unsecured claims did not exceed $200
million in the aggregate, then the Valeant Shares could be
distributed proportionately in respect of the 2016 Noteholder
Claims.  The consideration under the Second Amended Acquisition
Agreement provided an additional $15 million in incremental value
to the Debtors' Estates over that provided for under the Amended
Acquisition Agreement, and $140 million more than the minimum
Qualified Bid.  The Acquired Assets under the Second Amended
Acquisition Agreement included all of the assets contemplated under
the Amended Acquisition Agreement, plus the D-3263 Assets and $80
million of cash and cash equivalents of the Debtors.

In their First Amended Plan, the Debtors said they anticipate that
the liquidation process would take six to twelve months. Wind-down
operating costs would include compensation expenses, insurance,
taxes, and the costs of orderly winding down healthcare and other
employee-related plans. Under a Chapter 7 liquidation, a change in
professionals would result in lost efficiencies, which is reflected
in a 25% increase in the wind-down budget. The Wind-Down Reserve is
calculated based on estimates and is being provided for
illustrative purposes only.



DEWEY & LEBOEUF: Promised Pay in Excess of Income, Evidence Shows
-----------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Dewey & LeBoeuf LLP promised partners far more money than the law
firm's entire income in some years, jurors were told, illustrating
how spiraling commitments contributed to the law firm's collapse.

According to the Journal, Dewey set partner pay targets of $356
million in 2011 -- and paid out $295 million -- while earning $250
million in taxable income, according to a presentation given by the
firm's outside accountants to its chief financial officer just
weeks before it filed for bankruptcy.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


EMERALD EXPOSITIONS: Moody's Alters Ratings Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service changed the outlook of Emerald
Expositions Holding, Inc. to positive from stable. The existing B3
corporate family rating, B3-PD probability of default rating, B2
first lien credit facility, and the Caa2 second lien rating were
affirmed.

The change in outlook to positive is due to the significant
progress the company has made deleveraging its balance sheet to
5.9x as of Q1 2015 from 6.7x in Q1 2014 (including Moody's standard
adjustments). Leverage is expected to continue to decline from
modest organic EBITDA growth, but additional deleveraging is
possible from additional acquisitions funded from the company's
strong free cash flow or from additional debt repayment.

The following is a summary of Moody's ratings actions:

Issuer: Emerald Expositions Holdings, Inc.

  -- Outlook, changed to positive from stable

  -- Corporate Family Rating, affirmed B3

  -- Probability of Default Rating, affirmed B3-PD

  -- US$90 million Senior Secured Revolving Credit Facility,
     affirmed B2 (LGD3)

  -- US$630 million Senior Secured 1st Lien Term Loan, affirmed
     B2 (LGD3)

  -- US$200 million Senior Unsecured Notes, affirmed Caa2 (LGD5)

Emerald's B3 CFR reflects its high leverage of 5.9x (including
Moody's standard adjustments) as of Q1 2015 and the highly cyclical
nature of the tradeshow business. The company operates in ten
different end markets although there is a significant concentration
to the Gift, Home & General Merchandise and Sports & Apparel
divisions. In addition, approximately 40% of 2014 revenue is
derived from its top five shows. The company generates over 90% of
revenue from tradeshows and conferences with the remaining revenue
coming from lower margin print publications and digital products
lines. The limited print exposure which is in secular decline,
reduces the risk of converting print revenue to digital that has
been a challenge for many companies. The company also benefits from
high margins, strong free cash flows, a good liquidity position,
and the stabilization of the event business following steep revenue
declines during the 2008-2009 recession. Leverage has improved from
organic EBITDA growth and from acquisitions as well as material
debt repayments in 2014.

Moody's anticipates that Emerald will have good liquidity over the
next 12 months, supported by strong free cash flow, a cash balance
of $16 million as of Q1 2015 and an undrawn $90 million revolver
due June 2018. The term loans are covenant lite and the revolver is
subject to a 6x net first lien leverage test if the revolver is
more than 25% drawn.

The company has the ability to incur incremental secured debt in
the amount so that the total net first lien secured ratio does not
exceed 4.5x plus $100 million. The $200 million senior notes due
2021 become callable in June 2016.

The positive outlook reflects Moody's expectation that Emerald will
continue to generate good free cash flow and grow revenue in the
low single digits. EBITDA growth is expected to lead to modest
deleveraging over the next year, although leverage could decline
more significantly depending on how free cash flow is deployed.

Moody's could upgrade the ratings if the company maintains good
liquidity, generates a strong free cash flow to debt ratio of over
10%, and grows EBITDA or reduces debt such that leverage is
sustained below 5.5x. A commitment to maintaining leverage below
5.5x would also be required as would positive organic revenue
growth.

Moody's could lower the ratings if leverage is sustained above 6.5x
due to economic weakness, poor operating performance, or a debt
funded shareholder friendly transaction. Negative free cash flow or
a weak liquidity position would also lead to negative rating
pressure.

Emerald Expositions Holding, Inc. (Emerald) (fka Nielsen Business
Media Holding Company) is one of the leading operators of
business-to-business event and tradeshows. The company operates
tradeshows in ten end markets (Gift, Home & General Merchandise;
Sports & Apparel; Design; Jewelry, Luxury & Antiques; eCommerce;
Photo; Licensing; Healthcare; Military; and Food). In June 2013,
investment funds managed by an affiliate of Onex Partners Manager
LP (Onex) acquired the company from the Nielsen Company for $949
million. Emerald is headquartered in San Juan Capistrano,
California.

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.


FALCON AIR: To File for Bankruptcy; Company Being Dissolved
-----------------------------------------------------------
Christopher Guinn at The Ledger reports that Falcon Air Express
will file for bankruptcy.

The Ledger relates that Falcon Air relinquished its FAA air carrier
certificate Friday, permanently grounding plans for the Miami-based
charter company to establish commercial flights out of Lakeland
Linder Regional Airport later this year.  The report quoted airline
President Nelson Ramiz Sr. in his June 5 letter to  the Federal
Aviation Administration as saying, "We are voluntarily surrendering
(the air carrier certificate) without malice or requirement by the
FAA to do so.  The effective date is June 5, 2015."

According to The Ledger, Mr. Ramiz told the FAA that "the Company
is being dissolved."

The Ledger states that the Company has been in numerous lawsuits by
former workers who claim breach of contract, violation of the
federal Family and Medical Leave Act, and sexual harassment, among
other complaints.  The report adds that the Company recently lost a
lucrative contract with U.S. Immigration and Customs Enforcement,
and at least one of the Company's McDonnell Douglas MD-83 jets was
repossessed while in Lakeland.  

The Ledger says that the Company has laid off most of its workers.

Falcon Air Express is a Miami-based charter company.  It operated
as a charter airline, serving contracts with sports teams, the
federal government and provided "wet leases," in which Falcon Air
planes and crews were hired to fly for other airlines.

Curacao Chronicle says that the Company was established in 1995 and
began operations in March 1996.  According to the report, the
Company filed for Chapter 11 bankruptcy protection in May 2006, and
laid off 73 of its 169 employees.  It was acquired by the Ramiz
Family in 2009, the report states.


GBG RANCH: Seeks Sale of Corazon Ranch for $3.8-Mil.
----------------------------------------------------
GBG Ranch, Ltd., seeks authority from the U.S. Bankruptcy Court for
the Southern District of Texas, Laredo Division, to sell the
Corazon Ranch and establish procedures governing its bidding and
auction.

The Debtor has entered into a written agreement for the sale of the
Corcobada Pasture out of the Corazon Ranch consisting of 1,900
acres, more or less, to Rancho Loma Linda, for $3.8 million.  
The agreement between the Debtor and Rancho Loma also provides for
the payment of a nominal expense reimbursement for the estimated
costs and attorneys' fees incurred or to be incurred by Rancho Loma
in the contracting and due diligence process in the event that
Rancho Loma is not in default and is otherwise not the successful
bidder for the Property.  The payment to Rancho Loma Linda is not a
fixed amount but is capped at $15,000.00.  

In order to maximize the value of the assets, the sale agreement
between the Debtor and Rancho Loma Linda is subject to higher and
better offers.  Interested bidder are required to submit to the
Debtor an unqualified and binding cash bid of at least $3,825,000
along with an executed written agreement substantially in the form
of the Farm and Ranch Contract between the Debtor and Rancho Loma,
excluding the "breakup fee" provision.

The Debtor is represented by:

          Leslie M. Luttrell, Esq.
          LUTTRELL + VILLARREAL LAW GROUP
          400 N. Loop 1604E, Ste. 208
          San Antonio, TX 78232
          Telephone: (210)426-3600
          Facsimile: (210)426-3610
          Email: luttrell@lzlawgroup.com

            -- and --

          Carl Michael Barto, Esq.
          LAW OFFICES OF CARL BARTO
          817 Guadalupe St.
          Laredo, TX 78040
          Telephone: (956)725-7500
          Facsimile: (956)722-6739
          
                        About GBG Ranch

GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11

protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas

on July 8, 2014, without stating a reason. In a schedule
filed
 Dec. 9, 2014, the Debtor disclosed $54,111,258 in assets
and 
$4,401,493 in liabilities as of the Chapter 11
filing.



The company is represented by the Law Office of Carl M. Barto.

Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as

special counsel.



GENERAL MOTORS: U.S. Weighs Wire-Fraud Charge Over Ignition Switch
------------------------------------------------------------------
Christopher M. Matthews and Mike Spector, writing for The Wall
Street Journal, reported that the U.S. Justice Department is
weighing charging General Motors Co. with criminal wire fraud
stemming from the auto maker's failure to recall millions of
vehicles equipped with a defective ignition switch, said people
familiar with the matter.

According to the report, citing the people, federal prosecutors in
New York are focusing on the charge after determining GM likely
made misleading statements and concealed information about the
faulty switch, now linked to more than 100 deaths.  They are hoping
to reach a settlement with the company by the end of summer or
early fall, though the timing could slip, the Journal said, further
citing the people.

                    About General Motors

With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,

traces its roots back to 1908.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government
provided financing.  The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.

Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor.  Garden City Group is the claims
and notice agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation was dissolved.  On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

                         *     *     *

The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'.  In addition, Fitch has
affirmed GM Holdings' secured revolving credit facility rating at
'BBB-' and GM's senior unsecured notes rating at 'BB+'.  The
Rating Outlook for GM and GM Holdings is Positive.


GENERIC DRUG: Moody's Reviews 'B3' CFR for Upgrade
--------------------------------------------------
Moody's Investors Service placed Generic Drug Holdings, Inc.'s
ratings, including its B3 Corporate Family Rating, on review for
upgrade. The action follows the announcement that Cardinal Health,
Inc. plans to acquire Generic Drug's operating subsidiary, Harvard
Drug Group, for approximately $1.115 billion.

Ratings placed on review for upgrade:

Generic Drug Holdings, Inc.

  -- Corporate Family Rating at B3

  -- Probability of Default at B3-PD

  -- First Lien Term Loans at B2 (LGD3)

  -- Sr. Secured Revolver at B2 (LGD3)

Moody's rating review of Generic Drug will consider: (1) the
benefits of being part of a larger and more diversified entity; and
(2) whether Generic Drug's debt is retired as part of this
transaction. Moody's expects, however, that Generic Drug's bank
debt will likely be retired at the time of closing. At that time,
Moody's would withdraw all of Generic Drug's ratings.

Moody's understands that the transaction is expected to close in
the beginning of Cardinal's fiscal 2016, subject to regulatory
review and customary closing conditions.

The principal methodology used in this rating was the 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.

Headquartered in Livonia, Michigan, Generic Drug Holdings, Inc.
through its subsidiary, The Harvard Drug Group, L.L.C., is a
distributor of branded and generic pharmaceutical products,
over-the-counter products, respiratory medicines and compounding
supplies. The company has been privately-owned by Court Square
Capital Partners since an April 2010 buy-out transaction.


GEVO INC: Reports $7.34-Mil. Net Loss in First Quarter
------------------------------------------------------
Gevo, Inc., filed its quarterly report on Form 10-Q, disclosing a
net loss of $7.34 million on $5.9 million of revenues for the three
months ended March 31, 2015, compared with a net loss of $12.0
million on $903,000 of revenue for the same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $95.02 million
in total assets, $49.6 million in total liabilities, and
stockholders' equity of $45.4 million.

The Company's independent registered public accounting firm has
included a going concern explanatory paragraph in its report on our
financial statements for the year ended Dec. 31, 2014, indicating
that the amount of working capital at Dec. 31, 2014, was not
sufficient to meet the cash requirements to fund planned operations
through Dec. 31, 2015, without additional sources of cash, which
raises substantial doubt about our ability to continue as a going
concern.

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

                        http://is.gd/zaqA7m

Gevo, Inc., a renewable chemicals and biofuels company, focuses on
the development and commercialization of alternatives to
petroleum-based products based on isobutanol produced from
renewable feedstocks.  The company operates in two segments, Gevo,
Inc.; and Gevo Development/Agri-Energy.  The company engages in the
research and development, and production of isobutanol; development
of its proprietary biocatalysts; production and sale of biojet
fuel; and retrofit process of chemicals and biofuels.  It is also
involved in the production of ethanol, isobutanol, and related
products.  Gevo, Inc. produces and separates its renewable
isobutanol through the Gevo Integrated Fermentation Technology
platform.  The company was formerly known as Methanotech, Inc. and
changed its name to Gevo, Inc. in March 2006.  Gevo, Inc. was
founded in 2005 and is headquartered in Englewood, Colorado.

Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
amount of existing working capital at Dec. 31, 2014 was not
sufficient to meet the cash requirements to fund planned operations
through Dec. 31, 2015 without additional sources of cash.

The Company reported a net loss of $41.1 million on $28.3 million
of total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $66.8 million on $8.22 million of total revenues in the
prior year.

The Company's balance sheet at Dec. 31, 2014, showed $98.9 million
in total assets, $52.0 million in total liabilities and total
stockholders' equity of $47.0 million.



GLOBAL CLEAN: Losses, Working Capital Raise Going Concern Doubt
---------------------------------------------------------------
Global Clean Energy Holdings, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $477,000 on $158,000 of
revenues for the three months ended March 31, 2015, compared with a
net loss of $698,000 on $78,800 of revenue for the same period last
year.

The Company's balance sheet at March 31, 2015, showed $17.5 million
in total assets, $27.0 million in total liabilities, and a
stockholders' deficit of $9.53 million.

The Company incurred losses from operations applicable to its
common shareholders of $130,000 and $328,000 for the three months
ended March 31, 2015, and 2014, respectively, and has an
accumulated deficit applicable to its common shareholders of
approximately $29.0 million at March 31, 2015.  The Company also
used cash in operating activities of approximately $103,000 and
$290,000 during the years ended March 31, 2015 and 2014,
respectively.  At March 31, 2015, the Company has negative working
capital of approximately $6.40 million.  These factors raise
substantial doubt about its ability to continue as a going concern,
according to the regulatory filing.

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

                        http://is.gd/oqoCVZ

Torrance, Calif.-based Global Clean Energy Holdings, Inc., is a
multi-national, energy agri-business focused on the development of
non-food based bio-feedstocks.


GOLDEN COUNTY: Cases Jointly Administered for Procedural Purposes
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware ordered he
joint administration of the Chapter 11 cases of Golden County
Foods, Inc., GCF Franchisee, Inc., and GCF Holdings II, Inc., for
procedural purposes only.

According to the order, lead case will be Golden County Foods,
Inc., Case No. 15-11062.

As reported in the Troubled Company Reporter on May 27, 2015,
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, told the Court that each of the Debtors is
an "affiliate" of the other as the term is defined in Section
101(2) of the Bankruptcy Code.  Specifically, the Debtors are
affiliates because Golden Foods is a wholly-owned subsidiary of
Golden Holdings and Golden Franchisee shares corporate ownership
with Golden Foods and Golden Holdings, Mr. Collins asserted.

In addition, the issues that will be addressed in these bankruptcy
cases will be related and overlapping, Mr. Collins further
asserted.  Joint administration of these cases will obviate the
need for duplicative notices, motions, applications, hearings, and
orders, and will therefore save considerable time and expense for
the Debtors, their estates and their investors and creditors, he
said.

                     About Golden County

Golden County and its affiliates GCF Franchisee, Inc., and GCF
Holdings II, Inc. filed separate Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on May 15, 2015.

Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards,
Layton & Finger, P.A., represent the Debtor in their restructuring
effort.  The Debtors also hired Neligan Foley LLP as local
counsel.

The Debtors estimated assets and debts at $10 million to
$50 million.

The U.S. Trustee for Region 3 appointed seven creditors to serve on
the Official Committee of Unsecured Creditors.


GOLDEN COUNTY: Meeting of Creditors Scheduled for June 23
---------------------------------------------------------
The U.S. Trustee or Region 3 will convene a meeting of creditors in
the Chapter 11 case of Golden County Foods, Inc., et al., on June
23, 2015 at 10:00 a.m.  The meeting will be held at the J. Caleb
Boggs Federal Building, 844 King Street, Second Floor, Room 2112,
Wilmington, Delaware.

Andrew R. Vara T., Acting U.S. Trustee, and Patrick Tinker,
Assistant U.S. Trustee, requested that the Clerk of the Bankruptcy
Court schedule a Section 341(A) meeting in the Debtors' cases.

                     About Golden County

Golden County and its affiliates GCF Franchisee, Inc., and GCF
Holdings II, Inc. filed separate Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on May 15, 2015.

Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards,
Layton & Finger, P.A., represent the Debtor in their restructuring
effort.  The Debtors also hired Neligan Foley LLP as local
counsel.

The Debtors estimated assets and debts at $10 million to $50
million.

The U.S. Trustee for Region 3 appointed seven creditors to serve on
the Official Committee of Unsecured Creditors.


GOLDEN COUNTY: Proposes Piper Jaffray as Sale Advisor
-----------------------------------------------------
Golden County Foods, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for approval to employ Piper Jaffray &
Co., to provide advisory services in connection with the sale of
substantially all of GCF's assets.

According to the Debtors, the Debtors initiated the bankruptcy case
to facilitate the sale of substantially all of the Debtor's assets
via an orderly and competitive sale process with Monogram
Appetizers, LLC serving as the "stalking horse bidder" under the
terms of the asset purchase agreement.

The APA provides for the sale of assets for $22 million paid at
closing plus certain assumed liabilities.

Among other things, Piper will:

   1. testify regarding its extensive pre- and post-petition
marketing of the Debtors' assets;

   2. assist the Debtors in postpetition marketing efforts;

   3. assist the Debtors in establishing and implementing bidding
procedures;

   4. assist the Debtors in soliciting and evaluating bids from
potential purchasers;

   5. assist the Debtors in running an auction process; and

   6. provide services that facilitate the approval consummation of
the proposed sale.

Teri Stratton, managing director of Piper, tells the Court that
under the agreement, Piper is compensated for its services by (a) a
monthly fee of $35,000; (b) in the event of a sale of the Debtors'
assets, a sale fee equal to 3.0% of the sale price subject to a
$1,000,000 minimum; (c) in the event of a capital placement, a fee
equal to 2.0% of senior secured debt, 4.0% of junior debtor, and
6.0% of equity, subject to a $750,000 minimum; and (c) in the event
of a restructuring of the Debtors' business, a restructuring fee
equal to $500,000.

                       About Golden County

Golden County and its affiliates GCF Franchisee, Inc., and GCF
Holdings II, Inc. filed separate Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on May 15, 2015.

Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards,
Layton & Finger, P.A., represent the Debtor in their restructuring
effort.  The Debtors also hired Neligan Foley LLP as local
counsel.

The Debtors estimated assets and debts at $10 million to $50
million.

The U.S. Trustee for Region 3 appointed seven creditors to serve on
the Official Committee of Unsecured Creditors.



GT ADVANCED: Seder & Chandler OK'd as Director's Special Counsel
----------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of New Hampshire authorized GT Advanced Technologies Inc.,
et al., to employ Seder & Chandler, LLP, as special counsel to
Alan. B. Miller as independent director of GT Hong Kong.

Seder is expected to assist Mr. Miller in his evaluation of
intercompany issues, nunc pro tunc to April 15, 2015.

As reported in the TCR on May 5, 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 the Chapter 11 cases.

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 UST 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.

This 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.

                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: StoneTurn Okayed as Special Counsel's Accountants
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized GT Advanced Technologies Inc., et al., to employ
StoneTurn Group, LLP, nunc pro tunc to Feb. 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.

As reported in the Troubled Company Reporter on May 5, 2015,
StoneTurn Group is expected to, 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.

                  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.


HARRON COMMUNICATIONS: S&P Affirms 'BB-' CCR & Puts on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including the 'BB-' corporate credit rating, on Frazer, Pa.-based
Harron Communications L.P. and placed them on CreditWatch with
negative implications following the announcement that it plans to
sell substantially all of its assets under MetroCast Communications
of Connecticut LLC to Atlantic Broadband for
$200 million.

"The CreditWatch placement reflects uncertainty surrounding
Harron's use of proceeds, which would likely consist of debt
repayment or shareholder distributions," said Standard & Poor's
credit analyst Rose Askinazi.

The breakdown could result in higher debt to EBITDA compared to
leverage in the mid-4x area as of March 31, 2015.  S&P could lower
the ratings if leverage exceeds 5x, depending on its view of the
business risk profile pro forma for the sale of these properties.

Connecticut is Harron's third largest market, representing about
$21 million, or 21%, of EBITDA as of March 31, 2015.  The service
area includes about 70,000 homes passed, 23,000 basic video
subscribers, and 22,000 high-speed data customers.  S&P believes
the transaction could reduce Harron's scale and market diversity,
as operations will be limited to New Hampshire/Maine,
Maryland/Virginia, and Pennsylvania.

In resolving the CreditWatch listing, S&P will meet with management
to discuss the company's use of proceeds and business strategy in
light of recent cable system sales.  S&P believes a downgrade, if
any, would likely be limited to one notch.



HEALTH DIAGNOSTIC: Files for Chapter 11 in Virginia
---------------------------------------------------
Health Diagnostic Laboratory, Inc., has sought bankruptcy
protection after lender Branch Banking and Trust Company cut
funding.  The Company says it's still in negotiations with lenders
on a DIP financing.

HDL has facilities in Richmond, Virginia and De Soto, Kansas that
offer comprehensive testing for biomarkers that can indicate risk
for cardiovascular disease, diabetes, and related diseases.  Since
January 2010, HDL has handled over 3 million patient samples.

For the fiscal year ending Dec. 31, 2013, the Debtors had $375
million in net revenue (adjusted for uncollectible accounts) and
EBITDA of $45.2 million.  During 2013, HDL processed on average
about 3,600 samples per day.  For the fiscal year ending December
31, 2014, the Company had estimated revenue of $320 million and
EBITDA of $15.3 million.  During 2014, HDL processed on average
about 3,120 samples per day.

Since at least September 2014, the Company has been engaged in the
process of implementing strategic initiatives aimed at returning
the Company to growth and continued profitability. Specifically,
HDL has eliminated certain non-core business initiatives and
streamlined the company's workforce.  As part of that effort, on
Jan. 9, 2015, the Company announced a transition to a new national
network of directly-employed sales representatives and the
termination of its contract with the independent sales organization
BlueWave.  The Company believes that the transition to a
direct-employed sales force will result in substantial savings to
the Company and allow the Company to better service its clients.

On or about Nov. 17, 2014, the Company retained Alvarez & Marsal
("A&M") to assist the Company in its effort to restructure its
operations.  Specifically, A&M has focused on exploring cost
reductions initiatives, possible strategic transactions and
business expansion opportunities to alleviate the company's
liquidity issues on a short-term basis and return HDL to
profitability for the long-term.

On Oct. 11, 2013, the Company retained Cain Brothers & Company,
LLC, to provide investment banking services, which included, but
was not limited to efforts to raise debt and equity capital to
address the Company's liquidity needs.

The Company received two terms sheets for a replacement credit
facility in February 2015.  However, with liquidity continuing to
deteriorate in the first quarter of 2015, it became apparent that
the Company would need a source of additional liquidity in order to
continue operations in the near term prior to putting in place a
longer-term replacement facility.  Shifting its focus to addressing
its liquidity needs in the short term, the Company, with the
assistance of its professional advisors, explored various options
for raising capital, including divesting non-core assets, a
strategic transaction, an equity raise, and a bridge loan from
insiders.

In order to allow for sufficient time to secure a commitment for a
replacement credit facility, HDL met with BB&T on May 7, 2015, with
a request for an extension of the maturity date of the ABL Loan
Facility and forbearance from exercising any rights in connection
with certain events of default.

The Company was successful in adding incremental liquidity through
the sale of its ownership interest in Innovative Diagnostic
Laboratory, LLP, in May 2015, which resulted in receipt of
approximately $2 million in unencumbered cash proceeds.  However,
the Company was unsuccessful in raising additional needed capital
to alleviate short-term liquidity concerns.

When it became apparent that additional short-term capital likely
would be unavailable, HDL began to anticipate the need to pursue a
restructuring under chapter 11.  The Debtors approached Branch
Banking and Trust Company, the current working capital lender,
about the possibility of offering or participating in a
debtor-in-possession ("DIP") financing both at the May 7, 2015
meeting and on May 26, 2017.  The Debtor further relayed to BB&T
that, with the assistance of its advisors, it was working to
complete revised DIP cash flow forecasts and revised budgets.  The
Debtor also advised BB&T that it was approaching other lenders that
could provide DIP financing.

On May 28, 2015, while the Debtors were in the midst of completing
the revised projections and pursuing sources of DIP financing, BB&T
sent the Notice of Default, discontinued the ability of HDL Inc. to
borrow under the ABL Loan Facility, refused to honor previously
sent checks, and refused to allow HDL Inc. access to the funds in
any of HDL Inc.'s accounts with BB&T.  As the overwhelming majority
of HDL Inc.'s receivables are paid directly into HDL Inc.'s
accounts with BB&T, BB&T's actions prevented HDL Inc. from
receiving funds based on its receivables and effectively shut off
HDL's revenue stream.

In light of BB&T's actions, the Company projected that it would be
unable to pay its suppliers, its employees or continue its business
operations for any significant period of time.  Despite the Company
conveying its disagreement that certain of the events of default
identified by BB&T had actually occurred, informing BB&T that its
actions could disrupt or delay access to any potential DIP
financing with another lender, as well as potentially jeopardize
hundreds of jobs and the realization of significant value for the
Company's stakeholders, BB&T refused to fund under the ABL Loan
Facility or allow the HDL Inc. access to the funds in HDL Inc.'s
accounts with BB&T.

Following receipt of the Notice of Default, the Company, with the
assistance of and its professional advisors, engaged in further
discussions with potential DIP lenders with increased urgency.
Although the Company has received three term sheets from potential
debtor-in-possession lenders, it became apparent that the Debtors
would not be able to finalize the terms of a DIP financing facility
with any of the potential lenders before the Debtors ran out of
funds.  In addition, according to the CRO, other potential DIP
lenders have not had the time to provide term sheets for possible
DIP financing, limiting the Debtors' options.

Consequently, the Debtors concluded that relief under chapter 11 is
the best option to obtain access to the Debtors' cash receipts,
preserve the Debtors' liquidity for a sufficient period of time to
finalize and close a DIP facility, and then pursue alternative
strategies available in bankruptcy to maximize value for the
Debtors' stakeholders.  All options are still under consideration
at this point.

                   Prepetition Capital Structure

HDL Inc. is the borrower under three loan facilities with Branch
Banking and Trust Company.  As of the Petition Date, the
outstanding amount owed under an ABL Loan Facility is $3,284,371;
the outstanding amount owed under an Equipment Term Loan Facility
is $1,567,207; and there are there are no borrowed amounts
outstanding under an L/C Loan Facility.

HDL also owes $5,837,318 under a loan facility with BB&T Equipment
Finance Corporation, $3,965,990 under a loan facility with PNC
Equipment Finance, LLC, $2,069,231 under a loan facility with Bank
of the West; and $1,589,875 under a loan facility with Kansas
Bioscience Authority.

HDL owes its largest creditor, U.S. Department of Justice, $49.5
million from a settlement that ended a lengthy investigation into
the company's reimbursement practices when doctors order blood
tests.

                         First Day Motions

The Debtors on the Petition Date filed motions to:

  -- jointly administer their Chapter 11 cases;
  -- extend the time to file schedules and statements;
  -- maintain their existing bank accounts;
  -- pay prepetition employee wages and benefits;
  -- prohibit utilities from discontinuing service;
  -- continue their insurance programs;
  -- pay prepetition taxes and fees; and
  -- use cash collateral.

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

      http://bankrupt.com/misc/HDL_1st_Day_Affidavit.pdf

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., began as a start-up laboratory
in Richmond, Virginia, and in the approximately six years since
processing its first samples in 2009, HDL has matured into a
significant participant in the diagnostic laboratory field of
healthcare.  HDL offers comprehensive testing for biomarkers that
can indicate risk for cardiovascular disease, diabetes, and related
diseases.  HDL headquarters is located in the Bio-Technology Park
in Richmond, Virginia, and a smaller specialized facility operates
and is located in De Soto, Kansas.

On June 7, 2015, HDL and two affiliates filed voluntary petitions
in the Eastern District of Virginia, Richmond Division, seeking
relief under the provisions of Chapter 11 of the Bankruptcy Code.
The cases are pending before the Honorable Kevin R. Heunnekens.
The cases are being jointly administered for procedural purposes,
with all pleadings to be reflected on the case docket for HDL, Case
No. 15-32919.  HDL continues to operate its business and manage its
properties as a debtor-in-possession.

The Debtors tapped Hunton & Williams LLP as general bankruptcy
counsel; Hirschler Fleischer, P.C., as conflicts counsel; Alvarez &
Marsal as financial advisors; and American Legal Claims Services,
LLC as claims, noticing and balloting agent.

HDL estimated $100 million to $500 million in assets and debt.


HEALTH DIAGNOSTIC: Wants Until July 21 to File Schedules
--------------------------------------------------------
Health Diagnostic Laboratory, Inc., and its affiliated debtors ask
the U.S. Bankruptcy Court for the Eastern District of Virginia to
extend for an additional 30 days, through and including July 21,
2015, the time within which to file their schedules of assets and
liabilities and statements of financial affairs.

Henry P. (Toby) Long, III, Esq., at Hunton & Williams LLP, explains
that given the complexity of the Debtors' business operations,
preparing the Schedules and Statements accurately and with
sufficient detail will require significant attention from the
Debtors’ personnel and advisors.  Without an extension of the
14-day period, this would distract attention from the Debtors'
business operations at a critical time when the Debtors' businesses
can ill afford any disturbance, Mr. Long tells the Court.

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., began as a start-up laboratory
in Richmond, Virginia, and in the approximately six years since
processing its first samples in 2009, HDL has matured into a
significant participant in the diagnostic laboratory field of
healthcare.  HDL offers comprehensive testing for biomarkers that
can indicate risk for cardiovascular disease, diabetes, and related
diseases.  HDL headquarters is located in the Bio-Technology Park
in Richmond, Virginia, and a smaller specialized facility operates
and is located in De Soto, Kansas.

On June 7, 2015, HDL and two affiliates filed voluntary petitions
in the Eastern District of Virginia, Richmond Division, seeking
relief under the provisions of Chapter 11 of the Bankruptcy Code.
The cases are pending before the Honorable Kevin R. Heunnekens.
The cases are being jointly administered for procedural purposes,
with all pleadings to be reflected on the case docket for HDL, Case
No. 15-32919.  HDL continues to operate its business and manage its
properties as a debtor-in-possession.

The Debtors tapped Hunton & Williams LLP as general bankruptcy
counsel; Hirschler Fleischer, P.C., as conflicts counsel; Alvarez &
Marsal as financial advisors; and American Legal Claims Services,
LLC as claims, noticing and balloting agent.

HDL estimated $100 million to $500 million in assets and debt.


HEALTHY BACK STORE: Exits Chapter 11 Bankruptcy
-----------------------------------------------
Thomas Heath at The Washington Post reports that The Healthy Back
Store, LLC, has emerged from Chapter 11 bankruptcy.

Anthony Mazlish, the Company's founder, closed money-losing shops,
refocused his sales strategy, and has lined up new investors and
credit lines, Washington Post relates.  According to the report,
equity holders were wiped out and bad leases were flushed.

Washington Post relates that the bankruptcy judge recently approved
the sale of the Company's assets to Healthy Back Brand Holdings.
The report states that the new business kept alive the 10 most
profitable stores, six of which are in the Washington area.  

                    About Healthy Back Store

Headquartered in Beltsville, Maryland, The Healthy Back Store, LLC,
is a retailer founded in 1994 by its CEO, Tony Mazlish.  It has 11
stores spread between the D.C. area -- including Tysons Corner and
Rockville -- and Kentucky and California.  It also hosts an online
platform for selling its office chairs, mattresses, massage chairs
and other items meant to support a healthy back.

The Healthy Back Store, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 15-14653) on April 1, 2015,
listing total assets of $5.1 million and total liabilities of $6.4
million.  The petition was signed by Anthony Mazlish, CEO.

Judge Wendelin I. Lipp presides over the case.

Michael J. Lichtenstein, Esq., at Shulman Rogers Gandal Pordy &
Ecker, PA, serves as the Company's bankruptcy counsel.


HERRING CREEK: Plan of Reorganization Declared Effective
--------------------------------------------------------
Herring Creek Acquisition Company, LLC, notified the U.S.
Bankruptcy Court for the District of Massachusetts that the
Effective Date of its Plan of Reorganization occurred on May 18,
2015.

The administrative expense claim bar date is set for June 17,
2015.

The Court on April 21, 2015, confirmed the Debtor's Plan and
authorized the sale of the Debtor's property to Dream Enterprises,
LLC.

The Plan is based on a purchase and sale agreement, pursuant to
which Dream Enterprises will purchase real estate known as the
"Cove House" for $14,450,000 and another property known as the
"Farm" for $3,500,000.

The Plan provides for the payment in full of all creditors, other
than those creditors who have agreed to different treatment under
the Plan and one creditor whose secured loan will be reinstated.
The primary source of funding for the Plan is from the proceeds of
the Dream sale.

The Plan proposed to treat claims and interests as follows:

                   Gross Estimated
                   Claims at        Plan               Voting
  Type of claim    Petition Date    Treatment          Status
  -------------    ---------------  ---------          ------
Class 1 Anderson   $24,500,000      Subject to Plan    Impaired/
Secured Claim                       Support Agreement  Entitled
                                                       to vote

Class 2 Beckers    $3,000,000       Paid up to         Impaired/
Secured Claim                       $2,500,000         Entitled
                                                       to vote

Class 3 New        $2,600,000       Paid in full       Unimpaired
England Phoenix
Co., Inc. Secured
Claim

Class 4 Owen       $3,600,000       Paid in full       Unimpaired
Secured Claim

Class 5 Santander  $2,505,000       Paid in full       Unimpaired
Bank N.A.                           or reinstated
Secured Claim

Class 6 Herring       $59,000       Paid in full       Unimpaired
Creek Landowners
Association Claims

Class 7 General       $53,611       Paid in full       Impaired/
Unsecured Claims                                       Entitled
                                                       to vote

Class 8 Equity            N/A       Retain equity      Impaired/
                                                       Entitled to

                      
                                                       Vote

Only Classes 1, 2, 7, and 8 were entitled to vote to accept or
reject the Plan.  According to the voting report, Classes 1, 2 and
7 have voted to accept the Plan in accordance with Section 1126 of
the Bankruptcy Code.  A ballot accepting the Plan was submitted for
Class 8 but was not counted because it was submitted by an
insider.

Santander Bank, N.A., which objected to the Plan, submitted 3
ballots rejecting the Plan.  But Class 5 is unimpaired under the
Plan, hence, it is deemed to accept the Plan.

                          Plan Documents

A copy of the First Amended Disclosure Statement dated March 2,
2015, is available for free at:

    http://bankrupt.com/misc/Herring_Creek_1st_Am_DS.pdf

A copy of the April 21, 2015 finding of facts, conclusions of law
and order confirming the Plan is available for free at:

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

                        About Herring Creek

Formed in 1995, Herring Creek Acquisition Co., LLC, owns and
manages several parcels of real property located in Edgartown,
Massachusetts.  Three of the parcels on the Property are rented
and
generate income for Herring Creek.  Robert Hughes, manages the
Property.  Herring Creek was forced to file bankruptcy because New
England Phoenix Co., Inc., a creditor asserting a secured claim,
had scheduled a foreclosure sale for one of the Debtor's parcels of
real property.

Herring Creek filed a Chapter 11 bankruptcy petition (Bankr. D.
Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without
stating a reason.  The case is assigned to Judge William C.
Hillman.  Donald Ethan Jeffery, Esq., at Murphy & King, in Boston,
serves as counsel to the Debtor.

In an amended schedules, the Debtor disclosed $22.3 million in
assets and $37.4 million in liabilities.



HGIM CORP: S&P Revises Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'B' corporate credit rating on New
Orleans-based HGIM Corp.

S&P is also affirming its 'B' issue-level rating and '3' recovery
rating on the company's senior secured debt.  The '3' recovery
rating indicates S&P's expectation of meaningful (higher end of the
50%-70% range) in the event of a default.

"The negative outlook reflects our reduced expectations for HGIM's
utilization and dayrates, which result in weaker credit measures
than originally anticipated for 2015 and 2016," said Standard &
Poor's credit analyst David Lagasse.

The company has approximately 20 vessels rolling off contract over
the next two years that S&P believes will be challenging to
recontract at current dayrates due to a worldwide oversupply of
offshore support vessels (OSVs) as well weaker demand for OSVs
because of lower offshore drilling activity, especially in the Gulf
of Mexico.

S&P considers HGIM's business risk profile to be "weak," as defined
by S&P's criteria.  The company operates in the volatile marine
services business, focusing on support for offshore drilling rigs.
S&P considers marine services to be highly competitive, with
relatively few barriers to entry and the potential for
overcapacity.  The business profile is constrained by the company's
geographic concentration in the Gulf of Mexico, which has
historically accounted for the majority of its revenues; however,
recent activity in Alaska has improved diversification.

S&P considers HGIM's liquidity to be "adequate," as defined by
S&P's criteria, based on its expectations that the ratio of funding
sources to uses will exceed 1.2x over the next 12 to 18 months.

The negative outlook reflects S&P's expectation that dayrates and
utilization for OSVs could weaken further over the next 12 months,
leading to credit measures falling below its current expectations.

S&P could lower the ratings if it expected FFO to debt to remain
well below 12% for a sustained period, or if S&P viewed liquidity
as "less than adequate," as defined in S&P's criteria.

S&P could revise the outlook to stable if FFO to debt remained
above 12% for a sustained period, which would most likely occur if
the company were able to recontract its vessels near current day
rates.



HOWARD UNIVERSITY: Moody's Lowers Rating on $290MM Bonds to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service downgrades to Ba2 from Baa3 $290 million
Howard University Revenue Bonds, Series 2011 A and 2011 B issued by
the District of Columbia. Simultaneously, Moody's is placing the
rating under review for downgrade.

The downgrade to Ba2 reflects the cumulative effect of ongoing
losses at both Howard University Hospital and Howard University
combined with expected continued pressure on revenue and liquidity
management. Required collateral posting, modest unrestricted
liquidity, and reliance on bank lines further support the magnitude
of the downgrade.

The Ba2 acknowledges the significance and stability of federal
support and the university's longstanding reputation as a venerable
Historically Black College and University. The rating also
incorporates an expectation of realized benefit from expense
reduction measures, including layoffs, already in place as well as
additional measures being contemplated.

The rating also reflects high financial leverage including fixed
charges for debt, pension and healthcare benefits, and leases. It
also incorporates expense pressures from current negotiations with
hospital personnel and a rising tuition discount rate that limits
revenue growth. Last, the Ba2 recognizes the near term challenges
of synergizing a full suite of new senior level managers at a time
of financial and operational stress.

The review will focus on the sustainability of expense reduction
strategies and operating stabilization by an assessment of the FY
2016 budget, cash flow projections, and ongoing operations. Key to
the review will be the successful extension of the outstanding
revolving credit agreement and provision for additional liquidity.

What could make the rating go up:

- Sustained balanced operations

- Restoration of liquidity sufficient to address unforeseen
   calls on capital and to provide a cushion for the liquidity
   covenant

- Demonstrated ability to repay working capital loans during the
   fiscal year in which they were drawn

What could make the rating go down:

- Inability to extend the revolving credit agreement and make
   provision for additional liquidity

- Failure to restore fiscal balance to the university and the
   hospital

- Reduction of cash and investments

- Material increase in debt

Howard University is a private not-for-profit historically black
college and university in Washington, D.C. with 9,500 full-time
equivalent students and $800 million in operating revenue. It is
known for its undergraduate health sciences, business, marketing,
and communication programs as well as its graduate programs in
business, law, and medicine. The university owns the Howard
University Hospital where medical students do their internships,
residencies, and/or fellowships and members of its faculty
practice.

The revenue bonds are an unconditional general obligation of the
university. There is a rate covenant of 1.1 times and an additional
bonds test that requires a certificate of the university's chief
financial officer concluding that projected debt service coverage
will be at least 1.1 times upon issuance and, on a proforma basis
for the following fiscal year. If the debt service coverage falls
below 1.1 times, the university will not be in default as long as
it hires a consultant and does not drop below 1 times coverage as
defined in the Loan Agreement. In addition, there is a negative
pledge on certain real estate and, for the Series 2011A bonds only,
a one-half maximum annual debt service reserve fund.

Bank of America, N.A. is the lead bank on the multi-bank credit
agreement that expires June 24, 2015. There are two financial
covenants, a debt service coverage covenant of 1.25 times and a
liquidity covenant of 25%. As of June 30, 2014, the university had
breached its debt service coverage covenant and the university was
required to post collateral worth $129 million. The university is
still in violation of its debt service covenant ratio and, as of
May 31, 2015, the collateral posting had risen to $134.5 million.

The principal methodology used in this rating was U.S.
Not-for-Profit Private and Public Higher Education published in
August 2011.


IBT INTERNATIONAL: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: IBT International Inc
                  Dan Baer -- Agent for Service of Process
                4676 Lakeview Ave #213
                Yorba Linda, CA 92886

Case Number: 15-12925

Type of Business: Real Estate

Involuntary Chapter 11 Petition Date: June 8, 2015

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Erithe A. Smith

Petitioners' Counsel: Jonathan Paul Chodos, Esq.
                      1559 S Sepulveda Blvd
                      Los Angeles, CA 90025
                      Tel: 310-446-8656
                      Fax: 310-446-8659
                      Email: jpchodos@roadrunner.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Pear Tree Limited Partnership   Unpaid Judgment      $740,947
c/o Thomas H Casey
Chapter 7 Trustee
22342 Avenida Empresa St 200
Rancho Santa Margarita, CA 92688

Banyan Limited Partnership      Unpaid Judgment    $3,159,183
c/oThomas H Casey
Chapter 7 Trusee
22342 Avenida Empresa Ste 200
Rancho Santa Margarita, CA 92688

Orange Blossom Ltd Partnership  Unpaid Judgment      $814,832
c/o Thomas H Casey
Chapter 7 Trustee
22342 Avenida Empresa Ste 200
Rancho Santa Margarita, CA 92688


INTEGRATED ENVIRONMENTAL: Incurs $1.06-Mil. Net Loss in Q1
----------------------------------------------------------
Integrated Environmental Technologies, Ltd., filed its quarterly
report on Form 10-Q, disclosing a net loss of $1.06 million on
$150,000 of revenues for the three months ended March 31, 2015,
compared with a net loss of $518,000 on $18,000 of revenue for the
same period last year.

The Company's balance sheet at March 31, 2015, showed $2.12 million
in total assets, $1.09 million in total liabilities, and
stockholders' equity of $1.03 million.

The Company has incurred significant recurring operating losses and
negative cash flows from operations.  The Company had working
capital of $752,000 and an accumulated deficit of $22.8 million as
of March 31, 2015.  The Company also has no lending relationships
with commercial banks and is dependent on the completion of
financings involving the private placement of its securities in
order to continue operations.  These factors raise substantial
doubt about the Company's ability to continue as a going concern,
according to the regulatory filing.

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

                        http://is.gd/uew3z1

                  About Integrated Environmental

Little River, S.C.-based Integrated Environmental Technologies,
Ltd., operates through its wholly-owned subsidiary, I.E.T., Inc.,
a Nevada corporation incorporated on Jan. 11, 2002.

IET produces and sells hypochlorous acid ("Anolyte") as well as an
anti-oxidizing, mildly alkaline solution ("Catholyte" and,
together with Anolyte, the "Solutions"), that provide an
environmentally friendly alternative for cleaning, sanitizing and
disinfecting as compared to the hazardous chemicals traditionally
prevalent in commercial use.  The Company manufactures proprietary
EcaFlo(R) equipment that is used to produce the Solutions for
distribution by the Company and, under certain circumstances, such
equipment is leased by the Company to customers for use at a
customer's facility.



KEELEY AND GRABANSKI: 8th Cir. Rules on Appeal in Lease Dispute
---------------------------------------------------------------
The United States Court of Appeals, Eighth Circuit affirmed in part
and reversed in part the bankruptcy court's ruling in the case
captioned Kip M. Kaler, in his capacity as Chapter 11 Bankruptcy
Trustee of the Debtor Keeley and Grabanski Land Partnership,
Plaintiff-Appellant/Cross-Appellee, v. Louie Slominski,
Defendant-Appellee/Cross-Appellant, NOS. 14-6037, 14-6042 (8th
Cir.).

The Trustee sought to avoid a lease of farmland between Keeley and
Grabanski Land Partnership, and Louis Slominski, as being entered
postpetition without authorization under 11 U.S.C. Section 549 or,
alternatively, as a fraudulent transfer under Section 548(a)(1),
asserting that the rent under the lease was less than fair market
value.

The bankruptcy court held that the lease had been entered
prepetition, but avoided the lease as a fraudulent transfer.  It
held that Slominski was obligated under Section 550(a) to pay the
Trustee the fair market rent for the time he occupied the land
prior to the advance, rather than the lower rent called for by the
lease.  The court, however, awarded Slominski an offset, as a good
faith transferee pursuant to 11 U.S.C. Section 550(e), for the
costs of his improvements to the land.

Both parties appealed the bankruptcy court's calculation of the
money judgment under Section 550.  The Trustee also appealed the
court's refusal to grant a new trial based on newly-discovered
evidence that the lease had been backdated to make it appear that
it was entered prepetition.

In its May 14, 2015 ruling which is available at
http://is.gd/hQjTbEfrom Leagle.com, the appellate court:

     -- affirmed the bankruptcy court's determination that
        Slominski owes the estate $431,200 in net fair market
        rent pursuant to 11 U.S.C Section 550(a);

     -- reversed the bankruptcy court's determination as to   
        Slominski's setoff.  Slominski's setoff against such rent
        for the 2012 crop is $457,098.04;

     -- affirmed the bankruptcy court's denial of the Trustee's
        motions based on newly-discovered evidence

           About Keeley and Grabanski Land Partnership

Thomas Grabanski, a North Dakota farmer, and his wife Mari filed a
personal Chapter 11 bankruptcy petition (Bankr. D. N.D. Case No.
10-30902) on July 22, 2010.  DeWayne Johnston, Esq., at Johnston
Law Office, represents the Grabanskis in their Chapter 11 case.
The Grabanskis estimated assets between $1 million and $10 million,
and debts between $10 million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1 million to $10 million.

Former owners, John and Dawn Keely, in December 2010 forced the
partnership Keeley and Grabanski Land Partnership in Texas into
Chapter 11.  The former owners filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.

The Bankruptcy Court granted the order for relief on January 7,
2011, and Kip Kaler was appointed as the Chapter 11 Trustee on
April 5, 2011.  The U.S. Bankruptcy Appellate Panel for the Eighth
Circuit later affirmed the Bankruptcy Court's order appointing a
trustee in Keeley and Grabanski Land Partnership's involuntary
Chapter 11 case.  Kip M. Kaler, Chapter 11 trustee of Keeley and
Grabanski Land Partnership, won authority to employ Kaler Doeling
Law Office as counsel.

The case was converted to Chapter 7 on October 11, 2011.  Kip Kaler
continued to act as trustee in the Chapter 7 case.

Keeley and Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


LIGHTNING GAMING: Limited Capital Raise Going Concern Doubt
-----------------------------------------------------------
Lightning Gaming, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $284,000 on $979,000 of revenues for the
three months ended March 31, 2015, compared with a net loss of
$403,000 on $924,000 of revenue for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $1.92 million
in total assets, $22.8 million in total liabilities, and a
stockholders' deficit of $21.3 million.

The Company has limited capital resources, and has had net
operating losses and negative cash flows from operations since
inception.

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

                          http://is.gd/kVLMt9

Boothwyn, Pa.-based Lightning Gaming, Inc., is doing business as
Lightning Poker, which was formed to manufacture and market a
fully automated, proprietary electronic poker table to commercial
and tribal casinos, card clubs, and other gaming and lottery
venues.  Lightning Poker's Poker Table is designed to improve
economics for casino operators while improving overall player
experience.


LINDBLAD EXPEDITIONS: S&P Assigns BB- CCR & Rates $150MM Loan BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to New York City-based Lindblad Expeditions
Holdings Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'BB+' issue-level rating to the
company's $150 million senior secured term loan due 2021.  The term
loan is co-issued by Lindblad Maritime Enterprises Ltd., a
subsidiary of Lindblad Expedition Holdings Inc.  The recovery
rating on the term loan is '1', indicating S&P's expectation for
very high (90% to 100%) recovery for lenders in the event of a
payment default.

The company will use proceeds from the term loan, along with equity
proceeds from Capitol Acquisition Corp. II, to fund the purchase of
Lindblad by Capitol, to refinance existing debt at Lindblad, for
fees and expenses, and to provide additional cash for growth
opportunities and general corporate purposes.  Capital Acquisition
plans to merge with and into Lindblad.

"Our 'BB-' corporate credit rating is based on our assessment of
Lindblad's business risk profile as 'weak' and its financial risk
profile as 'significant,'" said Standard & Poor's credit analyst
Ariel Silverberg.

S&P's assessment of Lindblad's business risk profile as weak
reflects its operations in the niche adventure-cruise segment, a
smaller addressable customer base compared to other leisure
operators, its brand concentration with the National Geographic
brand, and its small scale in terms of ships and itineraries
compared with large cruise operators.  S&P believes this limited
scale and brand concentration expose Lindblad to increased event
risk and potential EBITDA volatility since weather, accidents or
unplanned dry docks, or geopolitical events may result in the
cancellation of itineraries or some degradation in the brand.  S&P
believes the company's high net yields compared to other cruise
operators somewhat mitigate these risks.  These high net yields, in
S&P's opinion, reflect the unique experience Lindblad offers its
customers, and can help drive EBITDA growth in an environment of
relatively minimal expense growth.  S&P also believes the company's
long booking windows compared to most mass-market cruise operators
and other leisure operators provide good revenue visibility and
facilitate expense and cash management.

S&P's assessment of Lindblad's financial risk profile as
significant reflects S&P's expectation for adjusted debt to EBITDA
to improve to the low-3x area by the end of 2016 from the mid- to
high-3x area at the end of 2015, and for adjusted funds from
operations (FFO) to debt to remain in the low-20% area though 2016.
S&P's assessment also takes into account its expectation for
EBITDA coverage of interest to be good, around 5x, on average,
through 2016.  However, S&P expects the company to generate
negative free cash flow in 2016 and 2017 due to planned development
capital expenditures for new vessels that S&P expects will be
delivered in 2017 and 2018.

The stable outlook reflects S&P's expectation for adjusted debt to
EBITDA to improve to the low-3x area by the end of 2016 from the
high-3x area at the end of 2015 largely resulting from EBITDA
growth and some minimal debt reduction through 2016.  S&P expects
adjusted FFO to debt to remain in the low-20% area during this
time.

S&P could lower the rating if EBITDA declines meaningfully or if
the company takes a more aggressive posture with respect to growth
opportunities, driving adjusted debt to EBITDA above 4x or adjusted
FFO to debt to below 20%, and/or if the company's liquidity
position begins to deteriorate because of a more aggressive capital
spending program than S&P is currently forecasting.

Higher ratings are unlikely at this time given S&P's forecast for
modest EBITDA growth and for negative free cash flow generation
during periods of high development capital spending in the next few
years.  S&P could consider higher ratings, however, if it expects
adjusted debt to EBITDA to be sustained under 3x, FFO to debt to be
sustained above 30%, and the company to have a greater
ability to fund a more meaningful portion of its capital spending
internally.  S&P could also raise the rating if it revised upward
its business risk assessment.  This would likely result from an
increase in the scale, scope, and diversity of Lindblad's
operations.



MARYMOUNT UNIVERSITY: Moody's Rates $65.8MM 2015B Bonds 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Marymount
University's (VA) $65.8 million of proposed Educational Facilities
Revenue and Refunding Bonds, Series 2015B (Green Bonds). The bonds,
to be issued through the Virginia College Building Authority
(VCBA), are expected to be fixed rate, amortizing, with a
thirty-year maturity. We also affirm the Ba1 rating on the prior
Series 2015A bonds. The outlook is stable.

The Ba1 rating reflects Marymount University's role as a small
private university with a faith-based identity in the vibrant
Washington D.C. metropolitan area.

The rating favorably incorporates Marymount's conservative
budgetary practices with consistently sound operating performance,
and management's strategic resource stewardship.

Offsetting challenges include a highly leveraged balance sheet,
modest flexible reserves, limited philanthropic support, and heavy
reliance on student charges in a competitive market.

The stable outlook reflects our expectation that Marymount will
prudently manage its fiscal operations in light of competitive
enrollment pressures and demonstrate the ability to produce ongoing
revenue growth. The outlook also incorporates expectations of
timely and successful completion of the Ballston real estate
development project.

What could make the rating go up:

- Substantial growth in flexible reserves relative to debt

- Sustained operating revenue growth including increases in net
   tuition revenue

- Timely completion of proposed mixed-use building construction,
   and within budget

What could make the rating go down:

- Deterioration of operating performance given limited liquidity

- Adverse financial and operating impacts due to the proposed
   construction project

- Debt covenant violations

Marymount University is a private coeducational Catholic
institution located in Arlington, Virginia, and founded in 1950 by
the Religious of the Sacred Heart of Mary, an international
congregation of Catholic sisters.

The Series 2015A and 2015B bonds are general obligations of the
university, secured by a deed of trust on certain campus properties
and debt service reserve funds.

The Series 2015B will be used to: (1) finance the majority of the
costs for the construction and equipping of a nine-story, 165,000
square foot academic building; (2) fund a debt service reserve
fund; and (3) pay costs of issuance.

The principal methodology used in this rating was U.S.
Not-for-Profit Private and Public Higher Education published in
August 2011.



MEDICAL TRANSCRIPTION: Loan Due November Raises Going Concern Doubt
-------------------------------------------------------------------
Medical Transcription Billing Corp. filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.17 million on $6.14 million
of revenues for the three months ended March 31, 2015, compared
with a net loss of $384,000 on $2.57 million of revenue for the
same period last year.

The Company's balance sheet at March 31, 2015, showed $22.2 million
in total assets, $9.10 million in total liabilities, and
stockholders' equity of $13.1 million.

Due to an operating loss and a working capital deficiency in 2014,
the Company relies on the line of credit.  The line of credit
renews annually, and currently matures in November 2015, and as of
this date, the Company has not extended the line of credit, which
raises substantial doubt about the Company's ability to continue as
a going concern.

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

                       http://is.gd/BMzxZy

Medical Transcription Billing Corp. (NASDAQ: MTBC) provides a suite
of web-based solutions and related business services to healthcare
providers in ambulatory care settings. The Company serves 980
practices representing 2,200 providers practicing in 60 specialties
and subspecialties in 43 states.



MERCY MEDICAL: S&P Raises Rating on 2000 Hospital Bonds From BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BBB-' from 'BB' on Cuyahoga County, Ohio's series 2000 hospital
facilities revenue bonds, issued for Mercy Medical Center.  The
outlook is stable.

"The rating action was primarily based on the application of our
group rating methodology, with MMC designated as a 'highly
strategic' subsidiary of Sisters of Charity Health System (SCHS)
and thus rated one notch below the group credit profile," said
Standard & Poor's credit analyst Brian Williamson.  "The rating
action further reflects our view of MMC's distinctly improved
operations," Mr. Williamson added.

The stable outlook reflects S&P's anticipation that MMC will remain
a highly strategic subsidiary of SCHS.



MERITOR INC: Fitch Assigns 'B/RR4' Rating to 2024 Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B/RR4' to Meritor, Inc.'s
(MTOR) add-on offering of $225 million in 6.25% senior unsecured
notes due 2024. MTOR's Issuer Default Rating (IDR) is 'B' and the
Rating Outlook is Positive.

The new notes are an add-on to MTOR's existing $225 million in
senior unsecured notes due 2024 and will form a single series with
the existing notes. As such, the new notes will be guaranteed on an
unsecured basis by each of MTOR's current and future subsidiaries
that also guarantee the company's secured credit facility. MTOR
intends to use proceeds from the new notes to purchase an annuity
that will satisfy its obligations under a German pension plan, as
well as replenish the company's cash after previously redeeming $78
million of its 7.875% convertible notes due 2026. Remaining
proceeds will be used for general corporate purposes.

KEY RATING DRIVERS

MTOR's ratings reflect the company's relatively strong market
position as a supplier of axles and brakes in the highly cyclical
commercial and off-road vehicle sectors. Although the company's top
line has been pressured by weak global market conditions and
foreign exchange translation over the past several years, the
company's profitability and credit protection metrics have begun to
improve as the company's M2016 plan gains traction. Over the past
two years, the company has used free cash flow and proceeds from
stake sales to reduce debt and improve the funded status of its
pension plans, and in fiscal year (FY) 2014, it used proceeds from
its share of a legal settlement with Eaton Corporation plc (Eaton)
to further bolster its pension plans. Looking ahead, Fitch expects
MTOR's financial flexibility to improve as it continues to lower
its cost structure and strengthen its balance sheet.

The global commercial and off-road vehicle markets remain highly
cyclical, and although the North American commercial truck market
remains near its cyclical peak, the South American, European and
Asian markets are still relatively weak. This will constrain MTOR's
ability to grow revenue over the next couple of years, as will
declining defense-related demand. Although MTOR's more-flexible
cost structure is better equipped to manage through market cycles,
tepid demand in certain regions could make reaching some of the
company's M2016 goals more challenging. Competition in the industry
remains high as well, but the recent renewal of MTOR's multi-year
supply agreements with AB Volvo and Daimler AG, as well as a new
business with PACCAR Inc., will help to cement much of its core
commercial vehicle business for the next several years.

Despite uneven global market conditions, MTOR continues to have
solid financial flexibility. The company's liquidity position at
March 29, 2015 included $207 million in cash and cash equivalents,
full availability of $499 million on its secured revolver, and $69
million of availability on its U.S. receivables securitization
facility. Free cash flow (FCF) in the 12 months ended March 29,
2015 was $167 million, leading to a FCF margin of 4.6%. Cash
obligations tied to debt maturities are minimal over the
intermediate term, although the company has $55 million in
convertible notes that contain a put and call feature that allows
for early redemption in FY2016.

As of March 29, 2015, the face value of MTOR's debt stood at $996
million. Fitch-calculated EBITDA in the 12 months ended March 29,
2015 was $317 million, leading to Fitch-calculated leverage
(debt/Fitch-calculated EBITDA) of 3.1x. However, lease-adjusted
leverage, including off-balance-sheet debt was 4.1x and
FFO-adjusted leverage was 5.0x. EBITDA interest coverage was 3.3x
at March 29, 2015. Fitch expects MTOR's credit protection metrics
to improve modestly over the intermediate term as the global truck
and industrial equipment markets strengthen and as the company
makes further progress on its M2016 initiatives.

KEY ASSUMPTIONS

  -- The global truck and industrial equipment markets grow
     moderately in FY2015 and beyond.

  -- MTOR calls its $55 million in 4.265% convertible notes in
     FY2016.

  -- Capital spending equals about 2% to 2.5% of revenue over the
     intermediate term.

  -- The company uses excess cash to repurchase shares, keeping
     its cash position roughly near the year-end FY2014 level.

RATING SENSITIVITIES

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

  -- Maintaining EBITDA leverage below 4.0x and lease-adjusted
     leverage (lease-adjusted debt, including off-balance-sheet
     debt/EBITDAR) below 4.5x through the cycle;

  -- Producing positive FCF on a consistent basis;

  -- Maintaining an EBITDA margin above 8% through the cycle.

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

  -- A material deterioration in the global commercial truck or
     industrial equipment markets for a prolonged period;

  -- An increase in EBITDA leverage to above 5.0x and lease-
     adjusted leverage (lease-adjusted debt, including off-
     balance-sheet debt/EBITDAR) above 5.5x through the cycle;

  -- A decline in the EBITDA margin to below 6% through the cycle.

Fitch maintains the following ratings on MTOR:

  -- IDR 'B';

  -- Secured revolving credit facility 'BB/RR1':

  -- Senior unsecured notes 'B/RR4'.

The Rating Outlook for MTOR is Positive.



MERITOR INC: S&P Affirms 'B' Rating on $225MM 6.25% Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue-level
rating and '5' recovery rating on Troy, Mich.-based commercial
vehicle supplier Meritor Inc.'s $225 million 6.25% senior unsecured
notes due 2024 following the company's proposed $225 million
add-on.  The '5' recovery rating indicates S&P's expectation for
modest (10%-30%; lower half of the range) recovery in the event of
a payment default.

The company plans to use the proceeds from this add-on to
repurchase $78 million of its outstanding 7.875% convertible notes
and to fund the purchase of an annuity to satisfy the company's
obligations under a German pension plan.

"Our 'B+' corporate credit rating on Meritor remains unchanged as
the proposed transaction will be nearly leverage neutral.  Our
ratings on Meritor reflect our expectation that the company will be
able to sustain its operating performance at current levels over
the next year in light of positive industry trends.  We could raise
our rating on the company over the next 12 months if Meritor's
operating performance continues to strengthen, with sustained
EBITDA margins above 9%, such that our assessment of the company's
business improves.  For an upgrade, we would also expect the
company to maintain an adjusted debt-to-EBITDA metric in the 4x-5x
range and a free operating cash flow (FOCF)-to-debt ratio in the
5%-10% range.  We could lower our rating on Meritor during the next
12 months if overall commercial truck and industrial demand
falters, negatively affecting Meritor's operating performance.  For
example, we could downgrade the company if its debt leverage rises
above 5x or its FOCF-to-debt ratio falls below 5%," S&P said.

RATINGS LIST

Meritor Inc.
Corporate Credit Rating                B+/Stable/--

Ratings Affirmed

Meritor Inc.
$450 Mil. Sr Unsecd Nts Due 2024       B
  Recovery Rating                       5L



MINH VU HOANG: Dist. Court Won't Revive Claims v. Chapter 7 Trust
-----------------------------------------------------------------
District Judge Deborah K. Chasanow dismissed the debtor's appeal
from the bankruptcy court's order in the case captioned MINH VU
HOANG Appellant v. GARY A. ROSEN et al. Appellees, CIVIL ACTION NO.
DKC 14-3128 (D. Md.)

Minh Vu Hoang appealed from an order entered by Bankruptcy Judge
Thomas J. Catliota on August 18, 2014, granting summary judgment to
Gary A. Rosen, the chapter 7 trustee, and the estate's realtor,
Jocelyn McClure, and dismissing Appellant's counterclaims as either
moot or collaterally estopped.  Hoang also sought to proceed in
forma pauperis on her bankruptcy appeal. Finally, she filed a
motion for case reassignment.

Judge Chasanow granted Hoang's application to proceed on appeal in
forma pauperis, but held that the appeal should be dismissed as
frivolous.  She stated that an appeal from an order requiring
Appellant to obtain leave of court before suing individuals in
connection with their responsibilities to administer the bankruptcy
estate finds no basis in fact or law and is frivolous.

Judge Chasanow denied Hoang's motion for case reassignment.  She
held that nothing in the bankruptcy rules requires a bankruptcy
appeal to be reassigned to a judge in a different division from
where the bankruptcy case is pending.

A copy of the May 14, 2015 memorandum opinion is available at
http://is.gd/Iutc4afrom Leagle.com.

Minh Vu Hoang, Appellant, Pro Se.

Gary A. Rosen, Appellee, represented by Roger Schlossberg,
Schlossberg and Associates.

Minh Vu Hoang, Debtor, Pro Se.

Thanh Hoang, Debtor, represented by Thanh Hoang.

Gary A. Rosen, Trustee, represented by Roger Schlossberg,
Schlossberg and Associates.

                About Minh Vu Hoang and Thanh Hoang

Minh Vu Hoang filed a Chapter 11 petition (Bankr. D. Md. Case No.
05-21078) on May 10, 2005.  Her husband, Thanh Hoang, separately
filed a Chapter 11 petition on July 12, 2005.  They served as
debtor-in-possession until Gary A. Rosen was appointed chapter 11
trustee on Aug. 31, 2005.  Both cases were subsequently converted
to Chapter 7 on Oct. 28, 2005, and the bankruptcy court ordered
that the estates be jointly administered.  Mr. Rosen was appointed
the chapter 7 trustee and continues to serve in that capacity.

Pre-bankruptcy, the Hoangs engaged in a massive asset-concealment
scheme.  Since 1998, the Hoangs purchased distressed real estate
at foreclosure and sold those properties at a profit.  The Debtors
concealed those assets, through sham entities and paperless
transactions, in an effort to impede judgment creditors from
executing on any judgments.


MONTREAL MAINE: WFS Indemnifies Dakota Plains Under Settlement
--------------------------------------------------------------
Dakota Plains Holdings, Inc. on June 8 noted the announced
settlement agreement by World Fuel Services Corporation, with the
Trustee for the U.S. bankruptcy estate of Montreal, Maine &
Atlantic Railway Ltd., Montreal, Maine and Atlantic Canada Co.
(“MMAC”), and the monitor in MMAC's Canadian bankruptcy to
resolve claims arising out of the July 2013 train derailment in
Lac-Megantic, Quebec.  Dakota Plains, through prior joint ventures
with WFS, was a party to the claims, but was indemnified by WFS as
part of the transactions to dissolve the joint ventures last
December.

Following approval of the settlement agreement by the relevant
courts and creditors, Dakota Plains will benefit from a global
release and from injunctions barring any future legal claims
related to the Lac Megantic incident while incurring no
out-of-pocket expenses related to the settlement.

               About Dakota Plains Holdings, Inc.

Dakota Plains Holdings, Inc. -- http://www.dakotaplains.com-- is
an integrated midstream energy company operating the Pioneer
Terminal transloading facility.  The Pioneer Terminal is centrally
located in Mountrail County, North Dakota, for Bakken and Three
Forks related Energy & Production activity.

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013, killing
47 people and destroying part of Lac-Megantic, Quebec, sought
bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine
(Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its
business.  Its Canadian counterpart, Montreal, Maine & Atlantic
Canada Co., meanwhile, filed for protection from creditors in
Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as His
Chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and
D. Sam Anderson, Esq.  Development Specialists, Inc., serves as the
Chapter 11 trustee's financial advisor.  Gordian Group, LLC, serves
as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel To
MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has been
appointed CCAA monitor.  The CCAA Monitor is represented by Sylvain
Vauclair at Woods LLP.  MM&A Canada is represented by Patrice
Benoit, Esq., at Gowling LaFleur Henderson LLP.

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

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster,
Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at
Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation for
property that was damaged when much of the town burned.  Former
U.S. Senator George Mitchell, a Democrat who represented Maine in
the U.S. Senate from 1980 to 1995 and who is now chairman emeritus
of law firm DLA Piper LLP, would administer the plan and lead the
effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.

As reported by the TCR in January 2015, the Debtor and other
defendants have agreed to pay $200 million to compensate victims,
including 48 people who died.  The settlement was announced on Jan.
9, 2015.  Amanda Bronstad, writing for The National Law Journal,
reported that the settlement amount could grow to as much as $500
million if additional defendants come on board.


MONTREAL MAINE: WFS to Contribute to Lac-Megantic Compensation Fund
-------------------------------------------------------------------
Robert J. Keach of Bernstein Shur as chapter 11 Trustee to
Montreal, Maine & Atlantic Railway Ltd ("MMA"), Montreal, Maine &
Atlantic Canada Co. ("MMAC") and Richter Advisory Group Inc. as
Monitor in the ongoing proceedings of MMAC pursuant to the
Companies Creditors Arrangement Act, on June 8 announced the
conclusion of an agreement whereby, subject to Court approval in
Canada and in the USA, World Fuel Services Corporation and related
companies ("WFS") will contribute US$110,000,000 to the
compensation fund that has been established for the victims of the
Lac-Megantic derailment of July 6, 2013.

This contribution by WFS will increase the compensation fund from
approximately CDN$295,000,000 (US$235,200,000) to CDN$431,500,000
(US$345,200,000).

MMAC will file an amended plan in the CCAA proceedings to include
the WFS contribution, and the Trustee will make similar amendments
in the chapter 11 case of MMA.  This contribution of US$110,000,000
will be distributed amongst the creditors in accordance with the
scheme of distribution established under the existing plans filed
by MMAC and the Trustee on March 31, 2015. This agreement leaves
Canadian Pacific Railway as the only non-settling defendant.  "This
settlement is the product of months of difficult and complex
negotiations among numerous stakeholders, including the wrongful
death claimants' U.S.-based counsel, class counsel in Quebec and
the government of the province of Quebec," said Keach, Gowlings
(MMAC's counsel) and Richter.  "We applaud WFS for its good
corporate citizenship in reaching this settlement to the benefit of
all of the victims of the Lac-Megantic derailment."  Mr. Keach
added: "We only wish CP were showing similar citizenship."

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013, killing
47 people and destroying part of Lac-Megantic, Quebec, sought
bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine
(Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its
business.  Its Canadian counterpart, Montreal, Maine & Atlantic
Canada Co., meanwhile, filed for protection from creditors in
Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as His
Chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and
D. Sam Anderson, Esq.  Development Specialists, Inc., serves as the
Chapter 11 trustee's financial advisor.  Gordian Group, LLC, serves
as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel To
MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has been
appointed CCAA monitor.  The CCAA Monitor is represented by Sylvain
Vauclair at Woods LLP.  MM&A Canada is represented by Patrice
Benoit, Esq., at Gowling LaFleur Henderson LLP.

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

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster,
Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at
Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation for
property that was damaged when much of the town burned.  Former
U.S. Senator George Mitchell, a Democrat who represented Maine in
the U.S. Senate from 1980 to 1995 and who is now chairman emeritus
of law firm DLA Piper LLP, would administer the plan and lead the
effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.

As reported by the TCR in January 2015, the Debtor and other
defendants have agreed to pay $200 million to compensate victims,
including 48 people who died.  The settlement was announced on Jan.
9, 2015.  Amanda Bronstad, writing for The National Law Journal,
reported that the settlement amount could grow to as much as $500
million if additional defendants come on board.


MONTREAL MAINE: World Fuel Enters Into Settlement with Trustee
--------------------------------------------------------------
World Fuel Services Corporation on June 8 disclosed that it has
entered into a settlement agreement with the Trustee for the U.S.
bankruptcy estate of Montreal, Maine & Atlantic Railway Ltd.,
Montreal, Maine and Atlantic Canada Co. ("MMAC"), and the monitor
in MMAC's Canadian bankruptcy to resolve claims arising out of the
July 2013 train derailment in Lac-Megantic, Quebec.

Under the terms of the settlement agreement, which is subject to
approval by the creditors and courts involved in the U.S. and
Canadian bankruptcies, the company will contribute US$110 million
to a compensation fund established to compensate parties who
suffered losses as a result of the derailment.  The company expects
that the full settlement amount will be covered by insurance.  As
part of the settlement, the company will also assign to the Trustee
and MMAC certain claims it has against third parties arising out of
the derailment.

In consideration of the settlement amount and the assignment of
claims, the company and its affiliates, as well as the company's
former joint ventures, DPTS Marketing, LLC and Dakota Petroleum
Transport Solutions, LLC and each of their affiliates (the "WFS
Parties"), will receive the benefit of the global releases and
injunctions barring claims against the WFS Parties set forth in the
respective bankruptcy plans filed by the Trustee in the U.S. and by
MMAC in Canada.  The Province of Quebec and other key creditors in
the bankruptcies have consented to the settlement.

"We believe that participating in the settlement and contributing
to the compensation fund is in the best interests of our
shareholders and will also aid in providing closure to those
affected by this tragic accident," said Michael J. Kasbar, chairman
and chief executive officer.  "The entire community of Lac-Megantic
remains in our thoughts and prayers as they continue to recover
from this tragedy."

According to The Wall Street Journal, the $110 million settlement
contribution from World Fuels Services raises the compensation fund
established for the victims of the derailment to $345 million
(C$431,500,000).

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013, killing
47 people and destroying part of Lac-Megantic, Quebec, sought
bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine
(Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its
business.  Its Canadian counterpart, Montreal, Maine & Atlantic
Canada Co., meanwhile, filed for protection from creditors in
Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as His
Chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and
D. Sam Anderson, Esq.  Development Specialists, Inc., serves as the
Chapter 11 trustee's financial  advisor.  Gordian Group, LLC,
serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel To
MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has been
appointed CCAA monitor.  The CCAA Monitor is represented by Sylvain
Vauclair at Woods LLP.  MM&A Canada is represented by Patrice
Benoit, Esq., at Gowling LaFleur Henderson LLP.

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

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster,
Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at
Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation for
property that was damaged when much of the town burned.  Former
U.S. Senator George Mitchell, a Democrat who represented Maine in
the U.S. Senate from 1980 to 1995 and who is now chairman emeritus
of law firm DLA Piper LLP, would administer the plan and lead the
effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.

As reported by the TCR in January 2015, the Debtor and other
defendants have agreed to pay $200 million to compensate victims,
including 48 people who died.  The settlement was announced on Jan.
9, 2015.  Amanda Bronstad, writing for The National Law Journal,
reported that the settlement amount could grow to as much as $500
million if additional defendants come on board.


NANOSPHERE INC: Needs Add'l Financing to Continue as Going Concern
------------------------------------------------------------------
Nanosphere, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $7.53 million on $4.62 million of revenues
for the three months ended March 31, 2015, compared with a net loss
of $9.97 million on $3.28 million of revenue for the same period
last year.

The Company's balance sheet at March 31, 2015, showed $35.8 million
in total assets, $16.2 million in total liabilities, and
stockholders' equity of $19.6 million.

The Company does not anticipate achieving positive operating cash
flow in at least the next twelve months.  After giving effect to
our recent reduction in force in January 2015, the elimination of
certain open positions as of December 31, 2014, convertible
preferred and common stock warrant offering, new loan facility and
the concurrent termination of loan facility with Silicon Valley
Bank and Oxford Finance, LLC, its current and anticipated cash
resources will likely be insufficient to support currently
forecasted operations beyond the next six months.  The Company will
need additional debt or equity financing in the future to execute
its business plan and to be able to continue as a going concern.

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

                        http://is.gd/Jp7UXW

Nanosphere, Inc., develops, manufactures and markets an advanced
molecular diagnostics platform, the Verigene System, that enables
simple, low cost and highly sensitive genomic and protein testing
on a single platform.  The Verigene System includes a bench-top
molecular diagnostics workstation that is a universal platform for
genomic and protein testing and provides for multiple tests to be
performed on a single platform, including both genomic and protein
assays, from a single sample.  Its proprietary nanoparticle
technology provides the ability to run multiple tests
simultaneously on the same sample.  Nanosphere was founded by Chad
A. Mirkin and Robert Letsinger on December 30, 1999 and is
headquartered in Northbrook, IL.



NINE WEST: Moody's Alters Outlook to Negative & Affirms B3 CFR
--------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Nine West
Holdings, Inc. to negative from stable. All other ratings including
the B3 Corporate Family Rating were affirmed.

The revision in the rating outlook to negative reflects Nine West's
ongoing deterioration in operating performance evidenced by an
adjusted LTM EBITDA (as defined by the company) which declined from
$203 million in fiscal year 2013 to $150 million as of the end of
the first quarter of 2015. "The outlook revision to negative
follows Nine West's announcement of weaker than expected first
quarter earnings. While we expected women's jeanswear to be
challenged, the negative pressure was broader than anticipated as
some footwear products did not resonate with consumers" said
Moody's Vice President Scott Tuhy. Moody's notes that the company
is undergoing a restructuring following the LBO acquisition of the
company by Sycamore Partners which includes the exit of certain
brands, and stores closures; all of which has hurt the company's
top line. Sycamore has made a number of management changes and it
will take some time for the new team to prove it can reverse the
negative operating trend.

The affirmation of the company's B3 Corporate Family Rating
reflects our views that the company continues to maintain good
liquidity, which would allow it to undergo its operational
restructuring and reorganization efforts. The affirmation also
reflects the company's lack of near dated maturities until April
2019 when its asset-based revolver and senior notes mature, and the
lack of any meaningful catalyst for a default to take place.

Outlook Actions:

Issuer: Nine West Holdings, Inc.

  -- Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Jones Group Inc. (The)

  -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD5)

Issuer: Nine West Holdings, Inc.

  -- Probability of Default Rating, Affirmed B3-PD

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

  -- Corporate Family Rating, Affirmed B3

  -- Senior Secured Bank Credit Facility, Affirmed Ba3(LGD2)

  -- Senior Unsecured Bank Credit Facility, Affirmed B3(LGD4)

  -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD5)

Nine West's B3 Corporate Family Rating reflects its high leverage
with debt/EBITDA in the mid 9 times - a multiple higher than the
price originally paid by Sycamore Partners for Nine West - and
interest coverage just above 1 times. The company's metrics reflect
the debt financed LBO of the company by affiliates of Sycamore
Partners in April, 2014 and its weak operating performance over the
course of 2014. We expect the company's leverage to remain high
however cash flow is expected to remain slightly positive (with
seasonal fluctuations) for the next 12-18 months. The ratings also
reflect Nine West's good liquidity profile as we expect the company
to maintain positive free cash flow, albeit with some seasonality,
access to a $225 million asset based revolver which we expect will
be modestly used and will primarily support seasonal working
capital needs, as well as a benign debt maturity profile with no
meaningful debt maturities until 2019. Deleveraging will occur
primarily through improved operating performance, mainly as the
company corrects some product challenges in certain key footwear
and jeanswear brands over the next year. Overtime, if the company
cannot improve operating performance there is a risk that
deleveraging could occur through a transaction Moody's could
classify as a distressed exchange. The ratings reflect that while
Nine West has a meaningful concentration in the mass/mid tier and
department store channels. It has a broad range of products and
brands within these channels and benefits from its meaningful
scale. The ratings also consider the company's high exposure in
women's denim which has been a challenging product category for the
apparel sector.

The negative rating outlook reflects the challenges Nine West will
have improving trends in operating performance given pressures in
the women's jeanswear category and ongoing challenges in the mid
tier Department Store sector. Nine West will need to improve
performance at levels prior to the LBO for the capital structure to
be at a stable level. The company's good liquidity profile provides
the company time to address issues while leverage remains high.

Ratings could be upgraded if the company is successful in improving
operating margins over time, evidencing that cost savings are being
realized and that it has adapted to changing fashion trends, while
also demonstrating stable to modestly positive revenue growth,
indicating market share is being maintained. Quantitatively ratings
could be upgraded if the company sustained debt/EBITDA below 5.75
times and interest coverage was sustained above 1.75 times while
maintaining a good liquidity profile. The rating outlook could be
stabilized if revenues were at least flat (indicating the company's
brands as a whole are holding share) and operating profitability
returned to levels closer to the pre-LBO levels.

Ratings could be downgraded if Nine West does not make meaningful
progress toward improving profitability over the next 12 months
which would indicate that the company's initiatives to improve
product performance does not benefit margins. The good liquidity
profile of the company is a key credit support and erosion in
liquidity could also lead to downward rating pressure.

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


NORTH AMERICAN HEALTH CARE: Suit Remanded to L.A. Superior Court
----------------------------------------------------------------
District Judge John A. Kronstadt issued an order remanding to Los
Angeles Superior Court, the case captioned Jerry Kayle, et al. v.
Lake Balboa Health Care, Inc., et al., CASE NO. LA CV15-01629 JAK
(ASX) (C.D. Cal.).

Plaintiffs Celia Kayle and Stewart Kayle are the surviving spouse
and son, respectively, of Jerry Kayle, a resident of Lake Balboa
Care Center, who died on January 21, 2011.

On January 22, 2013, plaintiffs sued the defendants before the Los
Angeles Superior Court asserting claims that arose under California
law, including that defendants engaged in elder abuse and neglect,
violated the Patient's Bill of Rights, Cal. Health & Safety Code
Section 1430, and wrongfully caused Jerry Kayle's death.  

On March 5, 2015, the defendants removed the action pursuant to 28
U.S.C. Sections 157(a), (b)(1)-(2), 1334 and 1452.

In a May 14, 2015 order available at http://is.gd/QdPenffrom
Leagle.com, Judge Kronstadt held that his court had no jurisdiction
and ordered the action be remanded to Los Angeles Superior Court at
its Stanley Mosk Courthouse. Judge Kronstadt explained that the
plaintiffs' claims are common tort claims that arise under state
law.  They are not ones as to which there is a special federal
interest.  Before removal, the action had been pending in Superior
Court since 2013. Therefore, considerations of comity and
efficiency weigh in favor of its proceeding there.

Jerry Kayle, Plaintiff, Pro Se.

Celia Kayle, Plaintiff, Pro Se.

Stewart Kayle, Plaintiff, Pro Se.

Lake Balboa Health Care, Inc., Defendant, represented by Alexander
F Giovanniello, Giovanniello Law Group & Truc-Phuong Khac Nguyen,
Giovanniello and Michaels LLP.

North American Health Care, Inc., Defendant, represented by
Alexander F Giovanniello, Giovanniello Law Group & Truc-Phuong Khac
Nguyen, Giovanniello and Michaels LLP.

North American Health Care, Inc., is a nursing home headquartered
in Dana Point, California.  It operates more than 30 homes in
California and other Western states.  North American Health Care,
Inc., filed a voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 15-10610) on Feb. 6, 2015.  The
Hon. Mark S Wallace presides over the Chapter 11 case.  David L.
Neale, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, serves as
counsel to the Debtor.  In its petition, the Debtor estimated $1
million to $10 million in both assets and liabilities.  The
petition was signed by John L. Sorensen, president and chief
executive officer.  A list of the Debtor's 15 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/cacb15-10610.pdf


NORTH EDGE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The North Edge, Inc.
        775 Baywood Drive, #100
        Petaluma, CA 94954

Case No.: 15-10587

Chapter 11 Petition Date: June 8, 2015

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel: Gina R. Klump, Esq.
                  LAW OFFICE OF GINA R. KLUMP
                  17 Keller St.
                  Petaluma, CA 94952
                  Tel: (707) 778-0111
                  Email: klumplaw@gmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by JoAnn Claeyssens, vice president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb15-10587.pdf


NT BUTTERFIELD: Fitch Affirms 'BB+' Subordinated Debt Rating
------------------------------------------------------------
Fitch Ratings has affirmed Bank of N.T. Butterfield & Son Limited's
(BNTB) Long-term Issuer Default Rating (IDR) at 'A-' and Viability
Rating (VR) at 'bbb-'. The Rating Outlook is Negative. The Outlook
reflects Fitch's evolving views of sovereign support. As mentioned
in the RAC dated June 09, 2014, Fitch envisions the resolution of
the Rating Outlook could extend beyond the typical 18- to 24-month
outlook horizon given the evolving nature of sovereign support
dynamics, particularly in the Bermuda jurisdiction.

KEY RATING DRIVERS

IDRS, SUPPORT RATING AND SUPPORT RATING FLOOR

The affirmations of BNTB's IDR, Support Rating (SR) and Support
Floor Rating (SRF) reflect its systemic importance to the local
economy, as well as demonstrated support from the Bermudian
government in the past, namely the 2009 guarantee on the principal
and interest payments of BNTB's preferred stock. The preferred
stock rating would be unaffected by any changes to BNTB's SR or SRF
as it is based off of sovereign support.

The Negative Outlook reflects Fitch's evolving view of support from
Bermuda. Fitch considers Bermuda to be a Path 2 country, defined as
one in which there is a weakening of sovereign support of the
banking sector.

The Bermuda Monetary Authority's (BMA) proposal regarding a
statutory framework for a special resolution regime for banks
licensed in Bermuda embeds many of the provisions of the UK Banking
Act 2009, according to the BMA. It proposes to provide the
authorities with the necessary stabilization powers to transfer
part or all of a failing bank's business to a private sector
purchaser, assume control of part or all of a failing bank's
business through a bridge bank, and acquire temporary public
ownership of a bank where required. The proposed framework suggests
a weakening of support for the financial sector over time, in
Fitch's view].

VR

Fitch's affirmation of BNTB's VRs incorporates the view that the
tangible common equity position measured by the TCE/TA ratio would
remain above 5%. Further, Fitch believes the company will continue
to build its capital position getting back to its normalized ranges
by 2016. Should these factors change, ratings could be pressured.

Additionally, a downgrade of the VR could occur in the event of
significant deterioration of financial performance, a rise in NCOs
due to asset quality pressures, and an increase to the risk level
of the balance sheet mix.

BNTB's VR could see positive momentum should the company's
demonstrate sustainable core profitability improvement while
materially reducing its non-performing loans. Although capital
measures are high and will come down, Fitch would expect BNTB to
continue to operate with above average capital position.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt issued by BNTB is notched down from the VR in
accordance with Fitch's assessment of each instrument's respective
non-performance and relative loss severity risk profiles.

PREFERRED STOCK

Preferred stock issued by BNTB is equalized with Bermuda's foreign
currency Long-term IDR, reflecting the guarantee from the Bermuda
Government. The Ministry of Finance agreed to guarantee the
principal and dividends on BNTB's preferred stock when it was
issued in 2009.

RATING SENSITIVITIES

IDRS

BTNB's IDR is sensitive to changes in the SRF as the IDR is at its
SRF. Fitch adopts a 'higher of' approach in assigning Long-term
IDRs to financial institutions, taking the higher of the SRF and
the standalone financial strength (as reflected in the Viability
Rating (VR) of 'bbb-' for BTNB). In this case, BTNB's IDR relies on
the SRF of 'A-'. If the SR is downgraded and therefore the SRF is
revised, BTNB's IDR would be vulnerable to a downgrade to as low as
its VR of 'bbb-'.

SUPPORT RATING AND SUPPORT RATING FLOOR

BNTB's SR of '1' reflects Fitch's opinion that BNTB is a
systemically important institution for Bermuda, as it represents
approximately 40% of total banking assets in the country. Fitch
will also assess the government's ability to support BNTB and
potentially revise the SRF if the sovereign's rating were
downgraded by more than one notch.SR could be sensitive to changes
in Fitch's view regarding the ability of the sovereign to provide
given the weakening fiscal position of the sovereign.

As a Path 2 country, SRF revisions for systemically important banks
are likely initially to be up to one rating category (e.g. a SRF in
the 'A' range could fall into the 'BBB' range), while SRF revisions
for mid-sized or small banks could be greater, potentially as far
as 'No Floor'. Fitch considers BNTB to a systemically important
institution to Bermuda, as it represents approximately 40% of
banking assets.

VR

Fitch's affirmation of BNTB's VRs incorporates the view that the
tangible common equity position measured by the TCE/TA ratio would
remain above 5%. Further, Fitch believes the company will continue
to build its capital position getting back to its normalized ranges
by 2016. Should these factors change, ratings could be pressured.

Additionally, a downgrade of the VR could occur in the event of
significant deterioration of financial performance, a rise in NCOs
due to asset quality pressures, and an increase to the risk level
of the balance sheet mix.

BNTB's VR could see positive momentum should the company's
demonstrate sustainable core profitability improvement while
materially reducing its non-performing loans. Although capital
measures are high and will come down, Fitch would expect BNTB to
continue to operate with above average capital position.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated rating is typically sensitive to any change in the
bank's VR as well as broadly sensitive to the same considerations
that might affect its VR].

PREFERRED STOCK

BNTB's preferred stock rating is highly sensitive to any changes in
the ability of the Bermuda government to fulfill its obligation. A
downgrade in the sovereign rating of Bermuda would trigger a
commensurate downgrade of the preferred stock

Fitch affirms the following ratings:

Bank of N.T. Butterfield & Son

  -- Long-term IDR at 'A-'; Outlook Negative;

  -- Short-term IDR at 'F1';

  -- Viability Rating at 'bbb-' ;

  -- Preferred stock at 'A+';

  -- Subordinated debt at 'BB+'

  -- Support rating at '1';

  -- Support Floor at 'A-'.





OXANE MATERIALS: Seeks to Employ Taube Summers as Bankr. Counsel
----------------------------------------------------------------
Oxane Materials, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, to
employ Taube Summers Harrison Taylor Meinzer Brown, LLP, as
bankruptcy counsel.

It is intended that the Firm will render the following services to
the Debtor:

   (a) advise the Debtor as to its rights and responsibilities;

   (b) take all necessary action to protect and preserve the
       estate of the Debtor including, if necessary, the
       prosecution of actions or adversary or other proceedings on
       the Debtor's behalf;

   (c) develop, negotiate and promulgate sales procedures for the
       assets of the Debtor;

   (d) prepare on behalf of the Debtor all necessary applications,
       motions, and other pleadings and papers in connection with
       the administration of the estate; and

   (e) perform all other legal services required by the Debtor in
       connection with the Chapter 11 case.

The hourly rates of attorneys range from $225 to $550 per hour,
while the hourly rates of paralegals range from $80 to $165.  The
Firm is customarily reimbursed for all expenses incurred by it in
connection with representation of a client in a given matter that
would not have been incurred except for representation of a
particular client.

Morris D. Weiss, Esq., a partner in the law firm of Taube Summers
Harrison Taylor Meinzer Brown, LLP, in Austin, Texas, assures the
Court that his 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.

Mr. Weiss discloses that the firm received retainers in the amounts
of (a) $15,000 on Aug. 20, 2014, and (b) $20,000 on April 22, 2015.
The firm also received a retainer of $75,000 on May 26, 2015,
which includes the filing fee.  The balance of the retainer as of
the Petition Date was $30,458.

The firm may be reached at:

         Eric J. Taube, Esq.
         Morris D. Weiss, Esq.
         Christopher G. Bradley, Esq.
         TAUBE SUMMERS HARRISON
            TAYLOR MEINZER BROWN, LLP
         100 Congress, Suite 1800
         Austin, TX 78701
         Tel: (512) 472-5997
         Fax: (512) 472-5248
         Email: etaube@taubesummers.com
                mweiss@taubesummers.com
                cbradley@taubesummers.com

                      About Oxane Materials

Oxane Materials, Inc., a developer of nanotechnologies based in
Houston, Texas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex., Case No. 15-32940), on May 31,
2015.  The case is assigned to Judge Jeff Bohm.

The Debtor's counsel is Morris Dean Weiss, Esq., at Taube Summers
Harrison Taylor Meinzer Brown LLP, in Austin, Texas.


OXANE MATERIALS: Seeks to Hire Gregory S. Milligan as CRO
---------------------------------------------------------
Oxane Materials, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, to
employ Gregory S. Milligan of Harney Management Partners, LLC, as
chief restructuring officer.

Milligan will provide (i) financial advisory services in connection
with the Company's bankruptcy filing pursuant to Chapter 11 of the
Bankruptcy Code and (ii) serve as CRO in a manner consistent with
the engagement letter agreement.

The Debtor proposes to pay Mr. Milligan on an hourly basis at $300
per hour.  Other member of Harney bills in a range of $175 to $300
per hour.  Mr. Milligan intends to apply to the court for allowance
of compensation and reimbursement of expenses.

Mr. Milligan received a prepetition retainer on May 28, 2015, in
the amount of $25,000.  Prior to Petition Date, Mr. Milligan drew
$4,500 of that amount on account of prepetition fees and expenses.
As of the Petition Date, the balance of the Retainer was $20,500.

Mr. Milligan assures the Court that he 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.

Mr. Milligan, however, discloses that in September of 2014, he was
appointed as an officer and independent board member of Austin
Bergstrom Landhost Enterprises, Inc., which is the entity that
holds the ground lease for the Austin Airport Hilton.  In
approximately August of 2014, and prior to the time Milligan became
an officer or director of ABLE, ABLE engaged Pierpont
Communications to provide narrow scope and limited duration public
relations advisory services.  To the best of Mr. Milligan’s
knowledge, Pierpont’s engagement with ABLE has been dormant since
September of 2014, and based upon the Debtor’s records, Pierpont
holds a very small claim against the estate.

Further, Mr. Milligan and Harney are currently represented by Eric
Taube of Taube Summers Harrison Taylor Meinzer Brown LLP., proposed
counsel for the Debtor, in a lawsuit styled Allied Center for
Special Surgery DFW, LLC, et al v. Osprey Global Solutions, LLC, et
al, No. 2015-13753, 125th District Court, Harris County, Texas;
that suit has no relationship to this Debtor or this case.

Harney Management Partners, LLC, was also retained as a financial
consultant to the Debtor in In re Flight Director, Inc., Case No.
14-11416, United States Bankruptcy Court, Western District of
Texas, Austin Division, in which Taube Summers is serving as
Debtor’s counsel.  Harney has not billed any time on that matter
since before January 1, 2015, and is not expected to perform other
services for the Debtor at this time.

Mr. Milligan may be reached at:

         Gregory S. Milligan
         Executive Vice President
         HARNEY MANAGEMENT PARTNERS, LLC
         Frost Bank Tower
         401 Congress Ave, Suite 1540
         Austin, TX 78701
         Tel: (512) 892-0803
         Email: gmilligan@harneypartners.com

                      About Oxane Materials

Oxane Materials, Inc., a developer of nanotechnologies based in
Houston, Texas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex., Case No. 15-32940), on May 31,
2015.  The case is assigned to Judge Jeff Bohm.

The Debtor's counsel is Morris Dean Weiss, Esq., at Taube Summers
Harrison Taylor Meinzer Brown LLP, in Austin, Texas.


PITT PENN: Seeks Approval of Crum & Forster, Weller Deals
---------------------------------------------------------
Norman L. Pernick, Chapter 11 Trustee for Pitt Penn Holding Co.,
Inc., asks the U.S. Bankruptcy Court for the District of Delaware
to approve settlements with Crum & Forster Specialty Insurance
Company and Brian Weller.

Patrick J. Reilley, Esq., at Cole Schotz P.C., in Wilmington,
Delaware, tells the Court that due to the various uncertainties in
pursuing litigation against Crum & Forster, including the alleged
defenses by Crum & Forster, and the possibility that even if Pitt
Penn prevailed on its liability claim that its recovery might be
less than $1 million, and the cost of pursuing that litigation, the
Chapter 11 Trustee has concluded that the Settlement is an
appropriate resolution.  Mr. Reilley submits that the Settlement is
in the best interests of the Debtors, their creditors, and all
other parties in interest.

Mr. Reilley says that under the Weller Agreement, Weller is to
receive 10% of the proceeds of any settlement achieved in the
Adversary Proceeding.  Mr. Reilley further says that in order to
satisfy this obligation, the Court must authorize the Chapter 11
Trustee to make the payment of $85,000 to Brian Weller in full
satisfaction of the Weller Agreement and Weller Claims, which seek
allowance of an administrative expense claim in the amount of
$206,168.

Mr. Reilley tells the Court that the Chapter 11 Trustee and Mr.
Weller agree that the Weller Claims will be disallowed and
expunged.  Mr. Weller agrees that he will not file any additional
proofs of claim in the Debtors' bankruptcy case. Further, the
Chapter 11 Trustee on behalf of the Debtors and Mr. Weller agree to
release and discharge each other from any and all claims,
liabilities, demands or causes of action that they may have against
each other.

The Chapter 11 Trustee is represented by:

          Patrick J. Reilley, Esq.
          COLE SCHOTZ P.C.
          500 Delaware Avenue, Suite 1410
          Wilmington, DE 19801
          Telephone: (302)652-3131
          Email: preilley@coleschotz.com

            -- and --

          Warren A. Usatine, Esq.
          COLE SCHOTZ P.C.
          25 Main Street
          Hackensack, NJ 07601
          Telephone: (201)525-6233
          Email: wusatine@coleschotz.com

                        About Pitt Penn

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed
voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of
America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC
Packaging, Inc., filed a voluntary petition for Chapter 11 relief
(Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide
Industries, LLC, and Today's Way Manufacturing LLC, each filed a
voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11587 and 09-11586) on May 6, 2009.



PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of

IEAM. The cases are jointly administered under Case No.
09-11475.



Christopher D. Loizides, Esq., at Loizides, P.A., in
Wilmington,
Del., represents the Debtors as counsel. In its
petition,
 Industrial Enterprises disclosed total assets of
$50,476,697 and
total debts of $17,853,997.



Industrial Enterprises originally operated as a holding company

with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way. PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.



EMC's original business consisted of converting
hydrofluorocarbon
gases R134a and R152a into branded private
label refrigerant and 
propellant products. Unifide was a leading
marketer and seller of
automotive chemicals and additives.
Today's Way manufactured and
 packaged the products which were
sold by Unifide.



Norman L. Pernick was appointed as the chapter 11 trustee for
the
Debtors. The trustee tapped Cole, Schotz, Meisel, Forman &

Leonard, P.A., as counsel, and CohnReznick LLP as his exclusive

financial advisor.



PORT AGGREGATES: Seeks Confirmation of Reorganization Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana was
slated to convene a hearing a hearing on June 9, 2015 to consider
the confirmation of Port Aggregates, Inc.'s Plan of Reorganization
dated May 4, 2015, as immaterially modified on May 6, 2015.

According to the approved Disclosure Statement, the Plan provides
for the payment of unclassified Allowed Administrative Expense
Claims and Allowed Priority Claims, and eight separate
classifications of Claims and Equity Interests.

Funds needed to make the required cash payments on the Effective
Date as required under the Plan will come from the financing
provided under and by the Regions Term Sheet provided by
Regions Bank and from the cash on hand of Reorganized Port
Aggregates.  Cash payments to be made after the Effective Date
shall be made from cash on hand of Port Aggregates.

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

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

The Debtor is represented by:

         Louis M. Phillips, Esq.
         Peter A. Kopfinger, Esq.
         GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
         One American Place
         301 Main Street, Suite 1600
         Baton Rouge, LA 70825
         Tel: (225) 381-9643
         E-mails: lphillips@gordonarata.com
                  pkopfinger@gordonarata.com

         Patrick "Rick" M. Shelby, Esq.
         Place St. Charles
         201 St. Charles Avenue, 40th Floor
         New Orleans, LA 70170-4000
         Tel: (504) 582-1111
         E-mail: pshelby@gordonarata.com

         Gerald H. Schiff, Esq.
         Armistead M. Long, Esq.
         400 East Kaliste Saloom Road, Suite 4200
         Lafayette, LA 70508
         Tel: (337) 237-0132
         E-mails: gschiff@gordonarata.com
                  along@gordonarata.com

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.  The Debtor disclosed
$34,145,728 in assets and $15,720,035 in liabilities as of the
Chapter 11 filing.  

The case is assigned to Judge Robert Summerhays.  The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.

The Debtor recently submitted amended schedules.  Copies are
available for free at:

   http://bankrupt.com/misc/PortAggregates_148_amendedSAL_D.pdf
   http://bankrupt.com/misc/PortAggregates_147_amendedSAL_A.pdf

Douglas S. Draper was appointed as examiner for the Debtor's case.



POWIN CORP: Discloses $1.44-Mil. Net Loss in First Quarter
----------------------------------------------------------
Powin Corporation filed its quarterly report on Form 10-Q,
disclosing a net of $1.44 million on $2.71 million of revenues for
the three months ended March 31, 2015, compared with a net loss of
$1.47 million on $2.53 million of revenue for the same period last
year.

The Company's balance sheet at Mar. 31, 2015, showed $8.66 million
in total assets, $16.7 million in total liabilities, and a
stockholders' deficit of $7.38 million.

The Company sustained operating losses during the three months
ended March 31, 2015 and 2014 and for the years ended Dec. 31, 2014
and 2013.  The Company's continuation as a going concern is
dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtain additional
financing, as may be required.

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

                        http://is.gd/4uGL1b

Tualatin, Oregon-based Powin Corporation has very strong
relationships with eight plants located in The People's Republic
of China and one in Taiwan and, coordinate all the manufacturing
of over 4,000 products plus the coordination of all product
shipments and delivery to its distribution channels.  However, the
Company does not own the manufacturing facilities in China or
Taiwan; it only facilitates the manufacturing and distribution of
the products for the Company's customers.  Products include gun
safes, outdoor cooking and cookware products, fitness and
recreational equipment, truck parts, furniture products and
cabinets, plastic products, rubber products, electrical parts and
components and appliances.  The Company also manufactures metal
products in Tualatin, Oregon through its wholly owned subsidiary,
Quality Bending and Fabrication Inc.


PRM FAMILY: Court Confirms Plan of Liquidation
----------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona confirmed the Joint Plan of Liquidation dated
Dec. 30, 2014, as amended, proposed by PRM Family Holding Company,
L.L.C., and the Official Committee of Unsecured Creditors.

The Court ordered that, among other things:

   -- all objections to the Plan are overruled;

   -- Dale Schian is appointed the Creditor Trustee and the
Creditor Trust Agreement is approved;

   -- the Creditor Trustee will be responsible for timely payment
of fees incurred pursuant to 28 U.S.C. Section 1930(a)(6).

As reported in the Troubled Company Reporter on April 15, 2015,
Michael Provenzano, III, authorized representative of PRM Family
Holding Company L.L.C., et al., said that the Plan is fair and
equitable and does not unfairly discriminate with respect to any
class of claims or interests that is impaired under the Plan, and
that has not accepted the Plan.

The Plan provides for the liquidation of substantially all of the
Debtors' assets.  Most assets were already sold to CNG Ranch,
L.L.C. pursuant to an Asset Purchase Agreement for the aggregate
price of $53.6 million, consisting of a $39.6 million credit bid
and a cash contribution of $14 million to the Debtors.  The Plan is
funded by cash on hand, a $1.6 million contribution by or on behalf
of certain released parties, the forgiveness of postpetition loans
to the Estates, and forgiveness of administrative priority claims
against the Debtors purchased postpetition.

The Texas Comptroller of Public Accounts, through the Texas
Attorney General's office, withdrew its objection to confirmation.

NAPI Fresh Pack, LLC and Navajo Pride, LLC, also filed a notice of
withdrawal of its objection to confirmation of the Plan.  But they
later rescinded the withdrawal notice.  They explained that the
timely filed objection was intended to be withdrawn because counsel
had not received a documentation required for the filing of a PACA
proof of claim.  All of the required documentation has now been
received, and a PACA claim has been filed.  Thus, the objection
stands as originally filed, and is not withdrawn.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.



QGOG CONSTELLATION: Fitch Affirms 'BB-' Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the foreign and local currency Issuer
Default Ratings (IDRs) of QGOG Constellation S.A. (QGOG, or HoldCo)
at 'BB-' as well as the 'BB-' long term rating on the company's
USD700 million of senior unsecured notes due 2019. Fitch has
removed the rating from Rating Watch Negative and assigned a
Negative Outlook.

The rating action reflects the lower than expected short-term
impact from the contracting ban with Petrobras as well as the
uncertainty surrounding the timing when the ban will be lifted. The
rating action also reflects the better than expected liquidity
position as the company reported USD400 million of cash on hand as
of March 31, 2015, of which approximately USD255 million was either
at the HoldCo or available for distribution. This, coupled with the
company's strong cash flow generation with EBITDA of USD624 million
during the last 12 months (LTM) ended March 31, 2015, compares
favourably with USD346 million of consolidated short-term debt as
of the same period.

The Negative Outlook reflects the negative impact a prolonged ban
could have for the company as it could prevent QGOG from renewing
its contracts with Petrobras. This risk is heightened by the
medium-term need to renew some of the company's contracts as they
expire. Besides QGOG onshore drilling rig assets, which have
relatively short-term contracts, three of the company's operating
offshore drilling rigs (OpCos) have contracts that expire over the
next two years. QGOG credit quality would be under pressure if it
faces difficulties finding new contracts for its drilling rig
assets as they expire, namely for Olinda Star, which has a contract
that expires at the end of 2015 and is a meaningful contributor of
cash flow to the HoldCo.

KEY RATING DRIVERS

Deleveraging to Continue
Consolidated gross leverage, as measured by total debt to EBITDA,
for the LTM ended March 31, 2015 reached approximately 4.0x, down
from 5.0x as of year-end 2013 as a result of operating
company-level debt repayment. Fitch expects QGOG to continue
reducing its leverage over the next few years and to lower its
consolidated leverage ratio to below 4.0x in the near term. Total
debt as of March 31, 2015 reached USD2.4 billion, down from USD3
billion as of year-end 2013, while LTM EBITDA was USD624 million.
As of March 31, 2015, debt at the HoldCo level amounted to
approximately USD930 million and that at the OpCos was
approximately USD1.5 billion.

Structural Subordination

The potential retention of cash flows after debt service at the
OpCos' level makes cash flow to the HoldCo less stable and less
predictable than the cash flow from operations of the subsidiaries.
Some of the project finance debt at the OpCos has cash sweep
provisions and minimum debt service coverage ratios (DSCR) (e.g.
1.2 or above) restricting cash flow distributions to the HoldCo.
Cash distributions to QGOG are sensitive to the operating
performance of the OpCos' (i.e. the rigs) uptime performance. For
example, in the case of the Alaskan-Atlantic operating assets, a
decline in the uptime rate to 95% or below from the combined
15-year historical average of 96.3% will likely prevent these
assets from distributing cash to the HoldCo. Under Fitch's base
case assumption of an average uptime rate of 94%, net cash flow
distributions to QGOG from its OpCos is expected to average USD300
million over the next three years.

Adequate Liquidity

Constellation's liquidity is supported by a 12-month debt service
reserve account and the company's cash on hand, which mitigates
possible disruptions of cash flow to the HoldCo from the OpCos due
to debt restrictions at the OpCos. As of March 31, 2015,
consolidated cash and cash equivalent, short-term investments and
restricted cash amounted to USD400 million, of which approximately
USD212 million was at the HoldCo level and the balance was at the
OpCos. As of March 31, 2015, consolidated cash and cash equivalents
at the HoldCo level plus that free of liens amounted to
approximately USD255 million.

RATING SENSITIVITIES

Considerations that could lead to a negative rating action (rating
or Outlook) for QGOG include a prolonged ban on entering into
contracts or participating in bidding processes with Petrobras as
well as an overly aggressive growth strategy in the medium term. A
positive rating action is not expected in the short- to
medium-term. A resolution of the contracting ban with Petrobras
could result in revising the Negative Outlook.


LIQUIDITY AND DEBT STRUCTURE

In addition to the aforementioned liquidity position, QGOG benefits
from a somewhat stable and predictable cash flow generation at its
OpCo level resulting from the long contracting nature of its
business and the stable operating performance of the company.
Between 2012 and the LTM ended March 2014, QGOG consolidated EBITDA
has grown from approximately USD438 million to USD624 million as a
result of new operating units coming online during the same time
period. Going forward, EBITDA is expected to remain relatively
stable with a modest increase in 2015 and 2016 as its latest
offshore drilling ship unit, Brava Star, commences operations.

HoldCo's debt of approximately USD930 million as of March 31, 2015
was composed of USD700 million of senior unsecured notes due 2019
and approximately USD230 million of working capital loans with
Bradesco due 2017. The balance of QGOG's consolidated total debt of
approximately USD2.4 billion was composed of amortizing project
finance debt at the OpCos' level.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following:

  -- Foreign Currency IDR at 'BB-', Negative Outlook;

  -- Local Currency IDR at 'BB-', Negative Outlook;

  -- LT rating on USD700 million Sr. Unsecured Notes due 2019 at
     'BB-'.



RIVER CITY: Wants Bar Date for Administrative Expense Claims
------------------------------------------------------------
River City Renaissance, LC, and River City Renaissance III, LC, ask
the U.S. Bankruptcy Court for the Eastern District of Virginia to
establish the date that is 35 days after entry of the order as the
deadline for filing motions or applications seeking allowance of
claims on an administrative-priority basis.  

The Court will convene a hearing on June 11, 2015, at 2:00 p.m., to
consider approval of the motion.  Objections, if any, are due June
8.

                  About River City Renaissance

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

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

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

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


ROCK CREEK: Lacks Cash to Support Operations Beyond June 2015
-------------------------------------------------------------
Rock Creek Pharmaceuticals Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $338,000 on $nil of revenues for the
three months ended March 31, 2015, compared with a net loss of
$9.83 million on $nil of revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $5.44 million
in total assets, $14.8 million in total liabilities, and a
stockholders' deficit of $9.36 million.

The Company does not have enough cash or other capital resources to
sustain its operations beyond June 2015 based on its current
operating plan, and, therefore, there is substantial doubt about
the Company's ability to continue to be a going concern, according
to the regulatory filing.

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

                        http://is.gd/vKZoYO  

Rock Creek in recent years has engaged primarily in the sale of
nutraceutical dietary supplements and related cosmetic products,
and in pursuing ongoing research and development by its
subsidiary, RCP Development, of related dietary supplements and
pharmaceutical products.

Cherry Bekaert LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered recurring losses from operations and has a net working
capital deficiency with negative stockholders' equity at Dec. 31,
2014.

The Company reported a net loss of $38.5 million on $nil of net
sales for the year ended Dec. 31, 2014, compared with a net loss of
$32.8 million on $nil of net sales in the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $8.92 million
in total assets, $19.8 million in total liabilities, and a
stockholders' deficit of $10.8 million.


ROTATE BLACK: Negative Working Capital Raises Going Concern Doubt
-----------------------------------------------------------------
Rotate Black, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $956,000 on $nil of revenues for the three
months ended March 31, 2015, compared with a net loss of $1.86
million on $nil of revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $7.56 million
in total assets, $20.5 million in total liabilities, and a
stockholders' deficit of $12.9 million.

The Company has incurred losses since inception, resulting in an
accumulated deficit of $39.5 million and negative working capital
of $19.6 million as of Dec. 31, 2014 and further losses are
anticipated.  These factors raise doubt about the Company's ability
to continue as a going concern.  Its ability to continue as a going
concern is dependent upon the ability of the Company to generate
profitable operations in the future and/or to obtain the necessary
financing to meet its obligations arising from normal business
operations when they come due.

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

                        http://is.gd/rGqcHv

Rotate Black, Inc., develops, operates and manages gaming and
related properties.  The Petoskey, Michigan-based Company is
currently focused on the management of a casino resort in Gulfport,
Mississippi.



SALIENT PARTNERS: S&P Lowers ICR to 'B+', Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Salient Partners L.P. to 'B+' from 'BB-'.  The
outlook is stable.  At the same time, S&P revised its recovery
rating on the first-lien credit facility to '2' (indicating S&P's
expectation for 70%-90% recovery--upper half of the range) from '3'
(indicating S&P's expectation for 50%-70% recovery--lower half of
the range).  As a result, the 'BB-' issue-level rating on the
company's proposed $100 million six-year, first-lien senior secured
term loan and $15 million five-year, first-lien senior secured
revolving credit facility remains unchanged.

"The downgrade reflects Salient's more aggressive financial posture
than we initially anticipated," said Standard & Poor's credit
analyst Sebnem Caglayan.  Salient signed a definitive agreement on
Feb. 11 to acquire Forward Management LLC.  To finance the Forward
transaction, which is expected to close in June 2015, and refinance
existing debt, Salient is issuing a $115 million first-lien senior
secured credit facility.  The assets under management (AUM) of the
two companies combined totaled $16.0 billion on a pro forma basis
as of Dec. 31, 2014.

"Although leverage is unchanged at 4.0x debt to EBITDA with the
revised capital structure, the company's interest coverage is
meaningfully impaired, and we now expect it will be 1.6x, lower
than the 3.5x-4.0x we initially expected," said Ms. Caglayan.  That
said, due to the significant decline in the first-lien senior
secured facility (from $175 million to $115 million), the recovery
prospects have improved to 70%-90%.  Therefore, S&P revised the
recovery rating to '2'.  As a result, S&P rates the senior secured
debt one notch higher than the 'B+' issuer credit rating.

When S&P first assigned the rating on May 1, 2015, Salient was
going to issue a $175 million first-lien senior secured credit
facility to pay $60 million for the Forward acquisition and
refinance $100 million of existing debt.  (The senior secured debt
issuance was to consist of a $160 million six-year, first-lien
senior secured term loan and a $15 million five-year, first-lien
senior secured revolving credit facility.)  The revolver was
intended to remain undrawn. The company is now only refinancing $40
million of existing debt and extending the maturity of its $60
million existing debt, which has significantly higher interest
cost.

The stable outlook on Salient takes into account S&P's view that
the company will generate, on a pro forma basis, an EBITDA margin
of 25%-30%, debt leverage of approximately 4.0x, and interest
coverage of approximately 1.5x.  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 to less
than 4.0x and maintains an interest coverage ratio of 3x-6x on a
sustained basis while growing its scale and improving its
competitive position.  It most likely would achieve sustained
deleveraging through the free cash flow sweep.

S&P could lower the rating if the business profile begins to
deteriorate such that investment performance worsens and the
company experiences sustained outflows and leverage exceeds 5.0x
and interest coverage remains below 2x.



SAPPHIRE ROAD: Seeks to Employ Kevin Wiley as Bankr. Counsel
------------------------------------------------------------
Sapphire Road Development, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to employ Kevin S. Wiley, Sr., Esq., and Kevin S. Wiley,
Jr., Esq., of the Wiley Law Group, PLLC, as bankruptcy counsel.

The professional services Kevin S. Wiley, Sr. and Kevin S. Wiley,
Jr., will render include, but may not be limited to, the
following:

   (a) Counseling and preparation with Debtor of negotiations for
       investment or loans by a third party to either invest in or
       make senior secured loans to the reorganized Debtor and
       assist in the implementation and funding of a proposed plan
       of reorganization;

   (b) Advising Debtor's management with respect to the Debtor's
       powers and duties in the Chapter 11 case with regard to
       strategy for exit from bankruptcy, disclosure statements
       and plans, and other issues that typically arise or may
       arise in Chapter 11 cases;

   (c) Appearing in the Court to protect the interests of the
       Debtor;

   (d) Attending meetings as requested by the Debtor;

   (e) Performing all other legal services for the Debtor that may
       be necessary and proper in this case, including, but not
       limited to, provision of advice in areas such as corporate,
       bankruptcy, tort, employment, governmental, and secured
       transactions; and

   (f) Performing other functions as requested by the Debtor or
       the Court consistent with professional standards.

The Wiley Firm's hourly rates are as follows: (375 per hour for
attorneys; and (b) $75 per hour for legal assistants and
paralegals.  In addition, the Wiley Firm intends to sekk
compensation for all time and expenses associated with its
employment.

The Wiley Law Group received a prepetition retainer of $10,000, and
utilized $9,000 of the retainer for the preparation of the
petition, schedules and statements of affairs, review and analysis
of the Debtor's reorganization prospects, preparation of the
initial debtor interview materials, preparation of term sheets,
confidentiality agreements, and the financial package for seeking
senior lien financing to complete development, and the $1,777
filing fee for the case all as duly disclosed in the Debtor’s
schedules and statements of affairs.

Kevin S. Wiley, Sr., Esq., a member of The Wiley Law Group, assures
the Court that his 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 law firm may be reached at:

         Kevin S. Wiley, Sr., Esq.
         THE WILEY LAW GROUP, PLLC
         325 N. St. Paul Street, Suite 2750
         Dallas, TX 75201
         Tel: (469) 484-5016
         Fax: (469) 484-5004
         E-mail: kevin.wileysr@tx.rr.com

Sapphire Road Development, LLC, owner of a block of land at South
Lancaster Road in Dallas, intended to be a housing, office and
retail project called Patriots Crossing, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-32376) in Dallas on
June 1, 2015.  The Debtor tapped The Wiley Law Group, PLLC, as
counsel.


SEALED AIR: S&P Affirms 'BB' Corporate Rating
---------------------------------------------
Standard & Poor's Ratings Services affirmed all its existing
ratings on Sealed Air Corp., including the 'BB' corporate rating.
The outlook remains stable.

S&P also assigned its 'BB' issue-level rating and '4' recovery
rating to Sealed Air Corp.'s proposed U.S. dollar-denominated and
euro-denominated ($850 million aggregate) senior unsecured notes
with varying maturities of 2023 and 2025.  The '4' recovery rating
indicates S&P's expectation of average (in the low end of 30% to
50% range) recovery in the event of a payment default.

S&P is also revising its issue-level and recovery ratings on the
company's senior secured debt to 'BBB-' and '1' from 'BB+' and '2',
respectively

"The rating outlook is stable," said Standard & Poor's credit
analyst Liley Mehta.  During the next few years, we expect Sealed
Air to reduce costs and improve operating performance, resulting in
increased profitability and cash flow generation to be used for a
mix of bolt-on acquisitions and share repurchases," added Ms.
Mehta.

The company plans to use the proceeds to repurchase all of its
outstanding $750 million 8.375% senior unsecured notes due 2021.

S&P based its 'BB' corporate credit rating on Sealed Air Corp. on
S&P's assessment of the company's "strong" business risk and
"aggressive" financial risk profiles, as defined in S&P's criteria.
S&P applies a downward adjustment of one notch for comparable
rating analysis.

S&P could lower the ratings if earnings deteriorated materially
from current levels--most likely resulting from lower demand in the
Diversey Care business in Europe--causing adjusted leverage to
increase to above 5x on a sustained basis and FFO to total debt to
fall below 12% without prospects for recovery.  This could occur if
revenues declined by more than 5% and operating margins declined by
more than 200 basis points from current levels.

S&P could raise the ratings if Sealed Air improved its sales growth
and profitability and boosted its credit measures and financial
flexibility.  S&P could also raise the ratings if credit measures
strengthened more than it expects, with Sealed Air achieving and
maintaining FFO to total adjusted debt of above 20% on a sustained
basis.  This could occur if organic revenue growth exceeded 5% and
operating margins improved by more than 300 basis points from
current levels.



SIGA TECHNOLOGIES: Has Until Aug. 14 to File Chapter 11 Plan
------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended Siga Technologies, Inc.'s exclusive
periods to file a chapter 11 plan until Aug. 14, 2015, and solicit
acceptances for that plan until Oct. 13, 2015.

In its motion, the Debtor asked the Court to extend its exclusive
period to file a Chapter 11 plan until Sept. 13, 2015, and the
period to solicit acceptances of that plan until Nov. 30, 2015.

The Debtor told the Court that the extension of its exclusive
periods in its Chapter 11 case as requested is appropriate, in the
best interest of its economic stakeholders, including its more than
5,500 public shareholders, and consistent with the intent and
purpose of Chapter 11 of the Bankruptcy Code.  The Debtor noted the
pendency of its appeal before the Delaware Supreme Court, which
would be fully briefed by May 11, 2015, in the action commenced by
PharmAthene in the Delaware Court of Chancery, styled PharmAthene,
Inc. v. SIGA Technologies, Inc., Civ. Action No. 2627-VCP, in and
of itself constitutes more than ample cause for the requested
extensions.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor disclosed total assets of $131,669,746 and $7,954,645 in
liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.



SOUTHERN CALIFORNIA LOGISTICS: Moody's Reviews B3 Rating
--------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the B3 rating on Southern California Logistics Airport Authority's
(SCLAA) Subordinate Tax Allocation Revenue Bonds (Southern
California Logistics Airport Project), Series 2007 and 2008A. The
bonds are secured solely by allocated incremental revenues from all
twelve sub-areas of Victor Valley Economic Development Authority's
(VVEDA) Project Area, net of housing set-asides, debt service on
senior lien bonds, and other senior pass-throughs. The rating
affects approximately $51 million in subordinate bonds.

The placement of the B3 on review for possible downgrade reflects
uncertainty over whether prior debt service defaults on the 2007
and 2008A subordinate tax allocation bonds will be permitted to be
cured with subsequent, excess tax increment revenues.

This uncertainty arises from the issuer's June 1st disclosure
statement and June 4 teleconference indicating that the state's
Department of Finance (DOF) is disallowing the use of excess tax
increment revenues for the payment of previously defaulted debt
service. This disallowance is occurring on SCLAA's upcoming
Recognized Obligation Payment Schedule (ROPs 15-16A) and is a
deviation by DOF from past practices.

The 2007 and 2008A subordinate bonds will likely continue to
default in the next few years. This action by DOF raises questions
whether tax increment revenues in the future, when sufficient to
pay debt service on these bonds, can be used to cure these
defaults. As a result, we are reevaluating our projected bondholder
recovery rate.

The B3 rating reflects an expected recovery of 95%-97%. Moody's
review will focus on whether likely recovery rates in light of this
recent DOF action are still consistent with the B3 rating. We will
also consider whether this disallowance constitutes a violation of
bondholders' legal security and thereby gives rise to a potential
legal action.

Moody's also maintains a Ba1 rating on SCLAA's housing bonds
(Series 2007). The Ba1 housing-set aside bonds are not impacted by
this rating action as they are not in default and have satisfactory
debt service coverage for the rating (1.39x coverage for FY2015,
per the Continuing Disclosure Report dated February 2015).

The State of California dissolved all redevelopment agencies in
2012. The successor agencies to these redevelopment agencies are
subject to a semiannual, state approval process to use their tax
increment revenues for preexisting obligations.

The principal methodology used in this rating was California Tax
Allocation Bonds published in December 2013.


SPECTRUM BRAND: Fitch Gives 'BB+/RR1' Rating to 2022 Term Loan
--------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+/RR1' rating to Spectrum
Brand Inc.'s new upcoming $1.45 billion term loan, Euro300 million
term loan, and CAD75 million term loan. The term loans mature in
2022. Additionally, Fitch expects to assign a 'BB+/RR1' rating to a
new 5-year $500 million senior secured cash flow revolver. The cash
flow based revolver is a new facility in Spectrum's capital
structure. It replaces the $400 million asset based lending (ABL)
facility, providing additional liquidity and financial flexibility.
The ABL and the existing term loans will be withdrawn when the
refinancing closes.

With these new facilities, Spectrum will replace and refinance all
of its existing term loans and the modest $42 million outstanding
balance on the ABL facility at the end of March 2015. The borrower
on the new facilities will be Spectrum Brands, Inc. A portion of
the proceeds will also be used to retire the $300 million 6.75%
senior unsecured notes due 2020. Fitch expects debt levels to
remain about the same after the refinancings.

KEY RATING DRIVERS

Diversification and Marketing Strategy Leads to Solid Results

The firm's value-based market strategy and highly diversified
product portfolio has resonated well with retail customers and
consumers. Organic growth rates have averaged 2% over the past five
years, near the low- to mid-point of the household and personal
care sector. Modest sales growth, accretive acquisitions, and cost
controls have led to improving margins and ample free cash flow
(FCF). Much of the company's FCF has historically been directed
toward debt reduction. Fitch expects that to continue into 2015 and
2016.

Short-Term Increases in Leverage Expected

Spectrum is acquisitive which results in periodic but temporary
increases in leverage. Over the past five years leverage has been
as low as 3.4x and as high as 6.6x but has generally hovered in the
4.5x territory. Generally, Fitch expects the company to operate
with leverage just under 4.5x. The company's track record on
acquisitions has been positive. On the whole, acquisitions have
been accretive and well-integrated.

Corporate Governance

Spectrum is a controlled company. HRG Group Inc (HRG, Fitch IDR
rated 'B'/Outlook Positive) owns approximately 59% of Spectrum. HRG
has pledged a portion of its Spectrum shares as collateral for its
own debt and is also dependent on its portfolio companies for cash
flow. However, restrictive and financial covenants in Spectrum's
debt facilities, as well as HRG's focus on maintaining moderate
debt levels at its portfolio companies, should preserve good credit
protection measures.

Cyclicality/Commodity Exposure Increases Modestly

The ArmorAll Brand, which is automotive appearance-related,
represented approximately 55% of AAG's $298 million in reported
2014 revenues. There is some modest cyclicality as these purchases
have tended to be more discretionary and correlate to new car
purchases. Both ArmorAll and STP use jet fuel as an ingredient,
which is currently benefiting from lower oil prices, but prices can
be volatile. Nonetheless, given that AAG will contribute less than
10% of Spectrum revenues, any spikes should be manageable within
the larger enterprise and likely to be hedged. Fitch estimates that
cyclical product lines such as hardware, small appliances and AAG
increase the cyclical portion of the company's portfolio by about
5% to approximately 50%.

KEY ASSUMPTIONS

  -- Free cash flow (FCF) of $300 million to $400 million in
     fiscals 2015 and 2016 will be directed towards debt reduction

     to return leverage under 4.5x within 18 to 24 months.

  -- No material changes in integration or management's attention  
  
     to the remaining businesses such that there are market share
     losses in existing major categories.

  -- Terms and conditions of newly issued debt is pari passu with
     existing outstanding notes.

RATING SENSITIVITIES

Negative: Any change in financial strategy such that leverage is
consistently and materially sustained at higher than 5x levels
could have negative rating implications. This is likely to be
driven by material transformative acquisitions, which may make
strategic sense, but could limit financial flexibility. Fitch would
be concerned if there were material market share or secular
declines in categories generating a meaningful portion of FCF, such
as a combination of Home and Garden and HHI.

Positive: Spectrum's business momentum and credit protection
measures were generally improving before the recent spate of
acquisitions. However, the potential for an upgrade is likely low
in the near term until the company closes, integrates and
sustainably operates with leverage under 4x. The company has good
cash flow generation and could comfortably operate with lower
leverage if the pace and size of discretionary acquisitions
falters. However, recent history has shown this likelihood to be
low given the company's acquisitive posture.

LIQUIDITY AND DEBT STRUCTURE

Spectrum's FCF improved to the $300 million range in 2014, in line
with Fitch's expectations, after being below $200 million in each
of the previous five years. HHI, a large acquisition, added roughly
$1 billion in revenues and led to EBITDA margins that were higher
than Spectrum's. Efficient working capital management is also a
factor in the company's overall improvement although it is not
likely to be as strong a contributor to cash flows going forward.
Fitch expects FCF to be near the high end of the $300 million to
$400 million range in FY2016, nicely bolstered by the AAG
acquisition. It is likely to be near the low end in 2015 with the
attendant expenses related to making a sizeable acquisition as well
as integration costs.

Spectrum has been recording residual U.S. and foreign taxes on
undistributed foreign earnings since 2012 in order to accelerate
paydown of U.S. debt, as well as fund distributions to
shareholders, etc. As a result, Fitch views much of Spectrum's cash
balance as unrestricted and available to reduce debt.

Spectrum's leverage increased to the mid-6x range in December 2012
after purchasing Stanley Black & Decker, Inc.'s Hardware & Home
Improvement Group (HHI) for $1.4 billion. Fitch's expectation for
leverage to return below 4.5x at the fiscal year ended Sept. 30,
2014 was comfortably met. The 4.1x result was due to better than
expected EBITDA growth and more than $200 million of FCF being
directed towards debt reduction. Leverage increased moderately at
the end of the first quarter of 2015 to 4.7x to accommodate roughly
$430 million in debt issued during December 2014. Proceeds were
mainly used to finance the acquisition of Tell Manufacturing, Inc.
(Tell) and Procter & Gamble's European pet food business (Pet).

FULL LIST OF RATING ACTIONS

Fitch will assign the following ratings to the new facilities:

Spectrum Brands, Inc.
  
  -- $500 million senior secured revolver 'BB+/RR1';

  -- $1,450 million senior secured term loan 'BB+/RR1';

  -- Euro 300 million senior secured term loan 'BB+/RR1';

  -- CAD 75 million senior secured term loan 'BB+/RR1'.

Fitch currently rates Spectrum as follows:

  -- Long term IDR 'BB-';

  -- $520 million 6.375% senior unsecured notes due Nov. 15, 2020
     'BB-/RR4';

  -- $570 million 6.625% senior unsecured notes due Nov. 15, 2022
     'BB-/RR4';

  -- $300 million 6.75% senior unsecured notes due March 15, 2020
     'BB-/RR4;

  -- $250 million 6.125% senior unsecured notes due Dec 15, 2024   

     'BB-/RR4'

  -- $1 billion, 5.75% senior unsecured notes due July 15, 2025
     'BB-/RR4'.

The Rating Outlook is Stable.



STEVE SIMPSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Steve Simpson & Associates, Inc.
        8652 U.S. Hwy. 96 N
        P.O. Box 570
        Brookeland, TX 75931

Case No.: 15-10291

Chapter 11 Petition Date: June 8, 2015

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

Debtor's Counsel: Frank J. Maida, Esq.
                  MAIDA LAW FIRM, P.C.
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409)898-8400
                  Email: maidalawfirm@gt.rr.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephen Earl Simpson, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb15-10291.pdf


SUPERCONDUCTOR TECHNOLOGIES: Reports $1.42-Mil. Net Loss in Q1
--------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $1.42 million on $55,000 of revenues
for the three months ended March 28, 2015, compared with a net loss
of $2.94 million on $389,000 of revenue for the same period last
year.

The Company's balance sheet at Mar. 31, 2015, showed $13.9 million
in total assets, $3.80 million in total liabilities, and a
stockholders' equity of $10.1 million.

For the quarter ended March 28, 2015, the Company incurred a net
loss of $1.42 million and had negative cash flows from operations
of $2.20 million.  In the full 2014 year, the Company incurred a
net loss of $8.30 million and had negative cash flows from
operations of $10.0 million.  Its independent registered public
accounting firm has included in its audit reports for 2014 and 2013
an explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/p7AqDD

Austin, Tex.-based Superconductor Technologies Inc. (Nasdaq: SCON)
operates in a single business segment, the research, development,
manufacture and marketing of high performance products used in
cellular base stations to maximize the performance of wireless
telecommunications networks by improving the quality of uplink
signals from mobile wireless devices.

Marcum LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
incurred significant net losses since its inception, has an
accumulated deficit of $282 million and working capital deficit as
of Dec. 31, 2014, and expects to incur substantial additional
losses and costs to sustain operations.

The Company reported a net loss of $8.25 million on $632,000 of
total net revenues for the year ended Dec. 31, 2014, compared to a
net loss of $12.2 million on $1.71 million of total net revenues in
the prior year.



TRIGEANT LTD: Gravity Midstream Acquires Crude Oil Terminal
-----------------------------------------------------------
Gravity Midstream, LLC on June 8 disclosed that its wholly owned
subsidiary, Gravity Midstream Corpus Christi, LLC, has closed on
the acquisition of a 44-acre crude oil logistics terminal located
on the Corpus Christi Ship Channel in the heart of the area's
refining center.  The fully permitted facility will serve traders,
producers and refiners of crude oil and condensate produced in the
Eagle Ford Shale and the Permian Basin.  Gravity expects to bring
the terminal into service in September 2015 under the name Gravity
Oil Terminal at Corpus Christi ("GOTAC" or the "GOTAC Terminal").

"We are excited to take ownership and begin the process of
commissioning and expanding this unique facility"

"We are excited to take ownership and begin the process of
commissioning and expanding this unique facility," said Gravity
Midstream President Arthur J. ("AJ") Brass.  "The GOTAC Terminal is
a logistically advantaged facility that provides a significant
outlet for oil produced in the Eagle Ford and Permian areas and
will soon offer storage, processing and throughput service via all
four major modes of connectivity: pipeline, deep water, truck and
rail."

GOTAC Terminal Specifics

Existing infrastructure at GOTAC includes 800,000 barrels of
tankage with access to an additional planned 2 million barrels of
storage capacity, deep water dock access, a crude processing unit
("CPU") with current capacity to process up to 25,000 barrels per
day ("bpd") of heavy crude, and rail and truck loading and
unloading facilities.  Gravity expects to convert the CPU into a
35,000 bpd condensate stabilizer or condensate splitter.  If
customer demand is sufficient, Gravity will build a second
stabilizer or splitter, enabling the company to process up to
100,000 bpd at GOTAC.

The GOTAC Terminal offers current pipeline connectivity to
neighboring CITGO and Valero refineries.  Gravity plans to connect
the terminal to major supply pipelines originating in the Eagle
Ford Shale and Permian Basin by mid-2016.  GOTAC will have access
to an adjacent deep water dock that will serve Aframax crude
tankers, favored because of their ability to serve most ports in
the world.

Gravity Midstream Corpus Christi, LLC acquired the facility from
Trigeant, Ltd. for $100 million.  The transaction was part of a
Chapter 11 plan approved by a Florida bankruptcy court in
May 2015.  Steve Canner and Ben Mintz, partners at Kaye Scholer
LLP's New York office, served as lead legal counsel to Gravity.

Financing

Gravity Midstream was formed in 2013 with an initial private equity
commitment of $150 million from EnCap Flatrock Midstream. "We are
very pleased to support this acquisition, and we are currently
preparing to make a substantial increase to the size of our initial
$150 million commitment to the Gravity team," said Bill Waldrip,
one of EnCap Flatrock's three managing partners and a member of the
Gravity Midstream board of directors.  EnCap Flatrock Managing
Director Morriss Hurt and Senior Adviser Greg King also serve on
the Gravity board of directors along with Gravity President AJ
Brass and Chief Financial Officer Jason Goldstein.  Mr. King is new
to the Gravity board.  He joined EnCap Flatrock earlier this year
and is the former president of Valero Energy Corporation (NYSE:
VLO).  "Greg brings tremendous value to Gravity's board," Bill
Waldrip said.  "His contact base and knowledge of liquids handling
and logistics are unmatched. We are all looking forward to working
with AJ and his team to develop the GOTAC Terminal into something
very special that will create long-term value for Gravity's
customers and our investors."

                  About Gravity Midstream, LLC

Based in Houston, Gravity -- http://www.gravitymidstream.com-- was
formed in June 2013 to acquire, develop and operate midstream
energy assets with a specific focus on providing logistics
solutions for crude oil and petroleum products.  Gravity is
supported by private equity commitments from EnCap Flatrock
Midstream.  The members of Gravity's management team have more than
75 years of collective experience in the energy industry, having
owned and operated terminals across North America and Europe.

                 About EnCap Flatrock Midstream

EnCap Flatrock Midstream -- http://www.efmidstream.com-- provides
value-added private equity capital to proven management teams
focused on midstream infrastructure opportunities across North
America.  The firm was formed in 2008 by a partnership between
EnCap Investments L.P. and Flatrock Energy Advisors.  Based in San
Antonio, Texas, and Edmond, Oklahoma, EnCap Flatrock is led by
Managing Partners William D. Waldrip, Dennis F. Jaggi and William
R. Lemmons Jr.  The firm manages investment commitments of nearly
$6 billion from a broad group of institutional investors.  EnCap
Flatrock is currently making commitments to new management teams
from EFM Fund III, a $3 billion fund.

                     About Trigeant Holdings

Trigeant, owner of a Corpus Christi, Texas oil refinery, provides
fuel and asphalt products to the housing and transportation
industries.  The company is owned by Palm Beach, Florida
billionaire Harry Sargeant III and members of his family.

On Nov. 26, 2014, Trigeant filed its first bankruptcy In re
Trigeant Ltd., 13-38580.  The case was dismissed on April 1, 2014.

Trigeant Holdings, Ltd., and Trigeant, LLC, filed Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014, amid a dispute among
members of the Sargeant family.  Mr. Sargeant's two brothers,
Daniel and James, and his father, Harry Sargeant II, sent Trigeant
to bankruptcy to fend off Mr. Sargeant III's bid to seize control
of the company's primary asset.  The family says Mr. Sargeant III,
who has a $22 million lien against the plant through a company he
controls called BTB Refining LLC, is attempting to prevent the
refinery from operating in an effort to lower its value and obtain
ownership of it.

Trigeant Holdings estimated both assets and liabilities of $50
million to $100 million.

Berger Singerman LLP serves as the Debtors' counsel.

The Bankruptcy Court set the general claims bar date as Oct. 17,
2014, and March 31, 2015, as the deadline by which governmental
entities must file proofs of claims.

The Debtors filed on Sept. 16, 2014, their Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.  The Plan
is premised on the sale of substantially all of the Debtors' assets
to Gravity Midstream Corpus Christi, LLC.  The Plan provides that
holders of Allowed Claims will be paid in full, in cash.

The U.S. Trustee for Region 21 has not appointed a committee of
unsecured creditors.


TURNER GRAIN: Case Converted to Chapter 7 Liquidation
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas
converted the Chapter 11 case of Turner Grain Merchandising, Inc.,
to one under Chapter 7 of the Bankruptcy Code.

The Court also ordered that, among other things:

   -- the responses of the Debtor and the Unsecured Creditors
Committee and the motion to convert the case to Chapter 7 filed by
creditor K.B.X., Inc. are moot and are deemed withdrawn; and

   -- the Debtor will pay to the U.S. Trustee the appropriate sum
required pursuant to 28 U.S.C. Section 1930(a)(6).

The U.S. Trustee, and later K.B.X., filed motions to convert the
case to Chapter 7 liquidation.

As reported in the TCR on April 20, 2015, the U.S. Trustee asked
the Court to convert the case for "cause", citing the Debtor's
failure to file operating reports, to provide information to the
U.S. Trustee, to pay required fees, and the absence of a reasonable
likelihood of reorganization.

The Official Committee of Unsecured Creditors, objected to the U.S.
Trustee's conversion motion, stating that based on court-appointed
receiver Kevin P. Keech's response to the U.S. Trustee motion, the
Committee believes that the matters may be quickly and easily
resolved and does not support a finding of cause for the conversion
or dismissal of the case.  The Committee recognizes that there is
chance of rehabilitation of the Debtor.

In its objection to the conversion motion, the Debtor points out
that it has made no disbursements and, therefore, there is no need
for a monthly operating report.

                   Support to Motion to Convert

Various parties expressed support to the U.S. Trustee's motion:

  -- Travis Mears and Scott Mears, doing business as Mears Brothers
Farms;

  -- Creditor Tim Burzynski, Jill Burzynski doing business as
Burzynski Farms; and

   -- K.B.X., Inc.

According to KBX, Turner Grain ceased business operations and
closed its doors on Aug. 15, 2014.  Shortly before ceasing
operations, Turner Grain bounced a check to KBX in the amount of
$532,923.  Between Aug. 15, 2014, and the Chapter 11 bankruptcy
filing date of Oct. 23, 2014, Turner Grain conducted no business
activities and had no employees.  In addition, Turner Grain has
conducted no business operations since its receiver filed the
Bankruptcy petition on Oct. 23, 2014, nor has Turner Grain had any
employees since the Bankruptcy filing date.

KBX asserted that fundamentally, the case is one of liquidation and
must have been filed under Chapter 7 to begin with.  Turner Grain
must be liquidated by one of the experienced trustees appointed by
the Office of the U.S. Trustee from the Trustee panel, not by a
receiver appointed by the Federal District Court.

KBX is represented by Hilburn, Calhoon, Harper, Pruniski & Calhoun,
Ltd.

                       About Turner Grain

Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.  Kevin P. Keech, the court-appointed receiver of
the Debtor, sought and obtained permission to employ Keech Law
Firm, P.A., as attorneys.  The Debtor listed $13.8 million in total
assets, and $24.8 million in total liabilities.

The U.S. Trustee for Region 13 appointed three creditors of Turner
Grain Merchandising to serve on the official committee of unsecured
creditors.



TWIN RINKS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Twin Rinks At Eisenhower, LLC
        200 Merrick Avenue
        East Meadow, NY 11554

Case No.: 15-72466

Type of Business: Operator of an ice skating rink/
                  Entertainment

Chapter 11 Petition Date: June 8, 2015

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

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Harold D Jones, Esq.
                  JONES & SCHWARTZ, PC
                  One Old Country Road, Suite 384
                  Suite 384
                  Carle Place, NY 11514
                  Tel: 516-873-8700
                  Fax: 516-873-8711
                  Email: hjones@jonesschwartz.com

Debtor's          GREENSPAN ASSOCIATES, CPAS, PC
Accountants:

Total Assets: $52.4 million as of May 25, 2015

Total Debts: $55.2 million as of May 25, 2015

The petition was signed by Joel Friedman, president of Clearview
Capital Management, LLC, authorized member.

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


WALTER ENERGY: S&P Raises CCR to 'CCC-'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Walter Energy Inc. to 'CCC-' from 'D'.  The
outlook is negative.

S&P also raised its rating on the company's first-lien debt to
'CCC' from 'D'.  At the same time, S&P raised its rating on the
company's second-lien debt and senior unsecured debt to 'C' from
'D'.  The recovery rating on the company's senior secured debt is
'2', which indicates S&P's expectation for recovery at the lower
half of the substantial (70% to 90%) recovery range.  The recovery
rating on the second-lien debt and the senior unsecured obligations
is '6', which indicates S&P's expectation for negligible (0% to
10%) recovery.

S&P raised the ratings on Birmingham, Ala.-based coal miner Walter
Energy after the company announced it would pay approximately $62
million in aggregate interest payments on its 9.5% senior secured
notes due 2019 and its 8.5% senior notes due 2021.  The company had
previously exercised the 30-day grace period under the indentures
governing the notes.  In S&P's opinion, the company has an
unsustainable debt level, and S&P anticipates a default-triggering
event to occur unless its debt is restructured in the next six
months.  Cash and investments totaled approximately
$435 million on March 31, 2015.

The negative outlook reflects S&P's expectation that weak met coal
market conditions will persist and a default-triggering event is
highly likely in the next six months.  S&P also expects very weak
credit measures in 2015, with debt leverage above 20x and EBITDA
interest coverage of less than 1x in 2015.

S&P believes the company's capital structure is unsustainable
absent improvement in met coal prices and debt restructuring.  S&P
could lower its rating if the company pursues a restructuring
default, distressed exchange, or redemption within six months.

S&P considers an upgrade within the next year to be improbable
based on the current weak met coal market conditions.  An upgrade
would be likely if the company returns to a positive free operating
cash flow (cash from operations less capital spending) while
maintaining adequate liquidity.  S&P views this as a longer-term
prospect barring a transformative change in market conditions or
the capital structure.



WOONSOCKET, RI: Moody's Lifts GO Rating to B2, Outlook Positive
---------------------------------------------------------------
Moody's Investors Service upgraded the City of Woonsocket's (RI)
general obligation underlying rating to B2 from B3, affecting
$155.2 million of outstanding debt, including GO-secured debt
issued through the Rhode Island Health and Education Building
Corporation (RIHEBC). Moody's has revised the outlook on all of the
city's debt to positive.

The upgrade to B2 from B3 reflects the recent improvement in the
city's financial position, a result of oversight through the
state's Fiscal Stability Act. Under the state-appointed budget
commission, the city generated operating surpluses in fiscal 2013
and 2014, and currently projects an additional surplus in fiscal
2015. If projections are accurate, the city will eliminate the
deficit in School Fund by the end of the fiscal year (June 30). For
the first time since fiscal 2012, the city also projects that it
will not need state aid advances to make fiscal 2016 debt service
payments. The liquidity position remains narrow, however, and the
city will continue to borrow from an enterprise fund to cover a
cash flow shortage in July. The rating also takes into account the
challenges the city faces from slow economic growth, weak income
levels, a very high debt burden and substantial unfunded pension
and OPEB liabilities.

The positive outlook reflects Moody's expectation that the city
will maintain structurally balanced, although narrow, operations,
in line with the adopted five-year budget forecast. It also
reflects our expectation of full funding its annual required
pension contributions. Liquidity will also likely continue to
improve, reducing the city's reliance on cash flow borrowing to
make debt service payments.

What could make the rating go up:

  - Continued improvement in liquidity and reduced dependence on
    borrowing from enterprise fund

  - Trend of structurally balanced operations in line with the
    adopted five-year budget forecast

  - Continued full payments of annual pension contributions

What could make the rating go down:

  - Operating deficits in the General or School Funds

  - Renewed reliance on state aid advances, or other forms of
    cash flow borrowing, to make debt service payments

  - Significant growth in debt, pension or OPEB liabilities

Woonsocket has a population of 41,000 and is located on the Rhode
Island/Massachusetts border, approximately 15 miles north of
Providence.

The outstanding bonds are general obligations of the city, secured
by an unlimited property tax pledge.

The principal methodology used in the general obligation rating was
US Local Government General Obligation Debt published in January
2014. The principal methodology used in the pool rating was Public
Sector Pool Financings published in July 2012.


XINERGY LTD: Proposes to Implement Key Employee Retention Plan
--------------------------------------------------------------
BankruptcyData reported that Xinergy Ltd. seeks authority from the
U.S. Bankruptcy Court to implement a retention plan for six of its
non-insider employees who are considered vital to the Debtors'
restructuring efforts and to the continued operation of the
Debtors' businesses.

According to BData, the Debtors have learned that several of the
KERP Participants have received job offers from competitors of the
Debtors since the Petition Date.  Moreover, the KERP Participants
now are being asked to perform at levels beyond normal expectations
to facilitate the Debtors' efforts to protect the value of their
business and pursue a chapter 11 plan, BData said, citing court
papers.

Under the KERP, the Debtors propose to pay the KERP Participants in
the aggregate $180,000 upon the effective date of a chapter 11
plan, BData related, further citing court papers.

                        About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015.  The cases have been assigned to Judge
Paul M. Black.  The cases are being jointly administered for
procedural purposes.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.


XTREME GREEN: Has $413K Net Loss in First Quarter of 2015
---------------------------------------------------------
Xtreme Green Electric Vehicles, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $413,000 on $193,000 of
revenues for the three months ended March 31, 2015, compared with a
net income of $84,800 on $343,000 of revenue for the same period in
2014.

The Company's balance sheet at March 31, 2015, showed $1.52 million
in total assets, $1.13 million in total liabilities, and
stockholders' equity of $384,000.

The Company has a net loss of $413,000 for the three month period
ended March 31, 2015 and accumulated deficit of $13.3 million as of
March 31, 2015, and it is expected that it will continue to have
negative cash flows as the business plan is implemented.  These
conditions give rise to doubt about the Company's ability to
continue as a going concern, according to the regulatory filing.

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

                        http://is.gd/pBMLhX

Xtreme Green Electric Vehicles, Inc., filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
(Bankr. D. Nev. Case No. 13-17266) on Aug. 22, 2013.  It is
expected that the Company will continue to operate its businesses
as "debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code.

The petition was signed by Neil Roth as president.  The Debtor
disclosed assets of $253,585 and liabilities of $5,210,832.
Lenard E. Schwartzer, Esq., at SCHWARTZER & MCPHERSON LAW FIRM
-- bkfilings@s-mlaw.com -- serves as the Debtor's counsel.  Judge
Mike K. Nakagawa presides over the case.

Las Vegas, Nev.-based Xtreme Green Electric Vehicles has
developed a line of electric powered products such as personal
mobility vehicles, light trucks (UTVs) and (ATVs), motor cycles
and scooters.  The Company's product line is based on its
proprietary "green" energy management system and electric
propulsion system.  These products have the power and ability of
gas powered engines, but without the particulate pollution or
noise pollution.


ZION OIL: Has $2.41-Mil. Net Loss in 1st Quarter
------------------------------------------------
Zion Oil & Gas Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $2.41 million for the three months ended March 31, 2015,
compared with a net loss of $2.26 million for the same period in
2014.

The Company's balance sheet at March 31, 2015, showed $10.8 million
in total assets, $2.05 million in total liabilities and
stockholders' equity of $8.72 million.

The Company's ability to continue as a going concern is dependent
upon obtaining the necessary financing to undertake further
exploration and development activities and generate profitable
operations from its oil and natural gas interests in the future.
The Company's current operations are dependent upon the adequacy of
its current assets to meet its current expenditure requirements and
the accuracy of management's estimates of those requirements.
Should those estimates be materially incorrect, the Company's
ability to continue as a going concern may be impaired.  During the
three months ended March 31, 2015, the Company had an accumulated
deficit of approximately $137.2 million.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/7lpzVL
                          
Zion Oil & Gas, Inc. operates as a development stage oil and gas
exploration company in Israel.  It holds three petroleum
exploration licenses, including the Asher-Menashe license covering
an area of approximately 78,834 acres, the Megiddo-Jezreel license
covering an area of approximately 98,842 acres, and the Jordan
Valley license covering an area of approximately 55,845 acres
located on onshore northern Israel.  The company was founded in
2000 and is based in Dallas, Texas.

MaloneBailey LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
suffered recurring losses from operations and has an accumulated
deficit.

The Company reported a net loss of $6.76 million for the year ended

Dec. 31, 2014, compared to a net loss of $9.08 million in 2013.


[*] INSOL Announces Graduating Class of Global Insolvency Course
----------------------------------------------------------------
INSOL International announced the sixth graduating class of the
Global Insolvency Practice Course.

The successful participants are now formally recognized as a
Fellow, INSOL International.

Scott Abel Buddle Findlay New Zealand

Scott Aspinall Barrister Wentworth Chambers Australia

Scott Butler McCullough Robertson Lawyers Australia

Matthew Byrnes Grant Thornton Australia

Zaheer Cassim Cassim Incorporated South Africa

Tara Cooper Burnside Higgs & Johnson Bahamas

Ruta Darius Uganda Registration Services Bureau Uganda

Solange de Billy-Tremblay de Billy-Tremblay & Associes INC Canada

Timothy Graulich Davis, Polk & Wardwell LLP USA

Andrea Harris KRyS Global Guernsey

Anthony Idigbe Punuka Attorneys & Solicitors Nigeria

Sigrid Jansen Allen & Overy LLP The Netherlands

Benjamin Jones Berwin Leighton Paisner LLP UK

Ian Mann Harneys Hong Kong

John Mairo Porzio, Bromberg & Newman P.C. USA

Charlotte Moller Reed Smith LLP UK

Andrew Morrison FTI Consulting Cayman Islands

Julie Nettleton Grand Thornton UK

Reinout Philips RESOR N.V. The Netherlands

Robert Schiebe Schiebe und Collegen Germany

Vincent Vroom Loyens & Loeff UK

The Global Insolvency Practice Course is the pre-eminent advanced
educational qualification focusing on international insolvency.

With the fast growing number of cross-border insolvency cases and
the adoption in many jurisdictions of international insolvency
rules and provisions, the turnaround and insolvency profession
faces increasing challenges in the current economic environment.
The current outlook demonstrates that the practitioners of tomorrow
need to have extensive knowledge of the transnational and
international aspects of legal and financial problems of
businesses in distress.

The format of the fellowship program is intensive, carried out over
three modules.  The first module took place in London 10 – 12
November 2014.  The second module was held in San Francisco from 19
– 21 March 2015 prior to INSOL San Francisco. The last module
involved the students utilizing web enabled technology which
included a virtual court and undertaking real time negotiations for
a restructuring plan involving multiple jurisdictions.  The
platform for this module was made available through the generous
support of the University of British Columbia, Vancouver, Canada.
A number of senior judges from around the world took part in Module
C in order for the participants to gain experience of court to
court situations.  The judges included The Hon. Robert Drain, US
Bankruptcy Judge, Southern District of New York; Sir David
Richards, Justice of the High Court, Chancery Division, Royal
Courts of Justice, London; The Honourable Judge Eberhard Nietzer,
Heilbronn Bankruptcy Court, Germany: The Honourable Geoffrey
Morawetz, Justice of the Ontario Superior Court of Justice,
(Commercial List), Toronto, Canada: Mr Justice Paul Heath, High
Court of New Zealand: Mr Justice Daniel Carnio Costa, Court of São
Paulo, Brazil.

Admission to the course is limited.  This ensures academic
excellence and the opportunity for good personal contact between
students and faculty.  Potential candidates must already hold a
degree or equivalent to be considered for this program and must
have a minimum of 5 years experience in the field.  Participants
represent the different jurisdictions of the World.

                       INSOL'S Mission

INSOL with its Member Associations will take the leadership role in
international turnaround, insolvency and related credit issues;
facilitate the exchange of information and ideas; encourage greater
international co-operation and communication amongst the insolvency
profession, credit community and related INSOL International is a
worldwide federation of national associations of accountants and
lawyers who specialize in turnaround and insolvency.  There are
currently 40 Member Associations with over 10,000 professionals
participating as members.


[*] Yellen Appoints Four Industry Veterans to Executive Team
------------------------------------------------------------
Yellen Partners, LLC, an asset liquidation company, on June 8
announced the appointment of four industry veterans to its
executive team to develop the company's acquisition and disposition
services in retail and wholesale inventories, as well as the growth
of its auction and appraisal services.

The appointments are as follows:

Mark Naughton, Executive Vice President and General Counsel.
Mark Naughton is responsible for structuring transactions, as well
as negotiating and drafting agreements.  He will also provide
counsel on strategic and legal questions related to various
business units and transactions in addition to supervising outside
counsel.  Mr. Naughton brings more than 25 years of experience
representing debtors, trustees, secured creditors, creditors'
committees, and unsecured creditors in bankruptcies, workouts and
related litigation.  Prior to joining Yellen Partners, he served as
general counsel at the Great American Group working on major retail
liquidations.

Michael Miller, Senior Vice President of Finance and Investment.
Michael Miller manages client financial operations, investment
modeling and pricing as well as strategic financial planning for
Yellen Partners.  He also oversees due diligence and management of
financial consultants for all investment projects.  Mr. Miller has
more than 17 years of experience in the financial management of
liquidation transactions with previous roles at the Great American
Group as vice president of finance and as a financial field
operative at The Ozer Group.

Norm Weizer, Executive Vice President and Director of Operations
– Retail. Norm Weizer directs the asset management, valuation and
disposition of all retail projects.  With more than 40 years of
retail experience, he previously served as vice president of
operations and merchandise for Hilco Global in North America and
Europe.  In this role, Mr. Weizer was responsible for corporate
operations, due diligence examinations and bank appraisals.

David Ordon, Executive Vice President and Director of Operations
– Industrial. David Ordon leads the asset management, valuation
and disposition of all industrial projects.  He has more than 40
years of experience as an auctioneer liquidator and appraiser with
an emphasis on machinery and equipment.  Previously, Mr. Ordon
built a successful auction and liquidation business for a wide
range of assets in Canada and the United States.

"This is an exciting time for Yellen Partners as we continue to
execute against our strategy to deliver innovative offerings and
best-in-class client experiences," said Brian Yellen, president of
Yellen Partners.  Harvey M. Yellen, Chairman and CEO, added, "We're
confident in the leadership these executives will provide as they
accelerate our strategic path forward, drive growth and continue to
deliver superb service offerings for our client base."

                   About Yellen Partners, LLC

Yellen Partners, LLC is a specialized, hands-on provider of asset
monetization solutions focused on the acquisition and disposition
of retail and wholesale inventories, as well as healthcare and
industrial machinery and equipment, for businesses seeking to sell
assets.  Core activities include sourcing, acquiring and monetizing
distressed and other surplus assets through retail store closings,
orderly liquidations of wholesale inventories and specialty assets,
private treaty sales and on-site and on-line auctions.


                            *********

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 ***