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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 17, 2015, Vol. 19, No. 168

                            Headlines

256-260 LIMITED: Extraco Objection to Plan Sustained
AGT FOOD: S&P Raises CCR & Sr. Sec. Debt Ratings to 'B+'
ALLIANCE BIOENERGY: Reports $395K Net Loss in First Quarter
ALLIED SYSTEMS: Disclosure Statement Hearing Set for June 18
AMERICAN AIRLINES: S&P Raises CCR to 'BB-', Outlook Stable

AMERICAN INT'L GROUP: Greenberg's Firm Vows to Appeal Ruling
ANCHOR GLASS: Moody's Rates New $465MM 1st Lien Loan
ARCHDIOCESE OF ST. PAUL: Resignations, Criminal Charges Cloud Ch.11
AUTHENTIC BRANDS: Moody's Affirms 'B2' CFR Over $145MM Debt Add-on
AVON PRODUCTS: S&P Lowers CCR to 'B+', Outlook Stable

AXALTA COATING: S&P Raises CCR to 'BB-', Outlook Stable
BOULDER BRANDS: Moody's Lowers CFR to B2, Outlook Stable
BUILDING MATERIALS: Merger No Impact on Moody's 'B2' CFR
CAESARS ENTERTAINMENT: Hit With Another Suit Over Asset Shuffling
CALIFORNIA COMMUNITY: Can Access Cash Collateral Until June 30

CLASSEN CROWN: Voluntary Chapter 11 Case Summary
CONTRAVIR PHARMACEUTICALS: Has $4.4M Net Loss in Fiscal Q3
COVERIS HOLDINGS: Moody's Affirms Caa2 Rating on 7.87% Unsec. Notes
DASEKE INC: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable
DAVE & BUSTER'S: S&P Affirms 'B+' CCR then Withdraws Rating

DEALERTRACK TECHNOLOGIES: S&P Puts 'B+' CCR on CreditWatch Pos.
DELTEK INC: Moody's Rates 1st Lien Debt B1 & 2nd Lien Debt Caa1
ECLIPSE RESOURCES: Moody's Assigns 'B3' CFR, Outlook Stable
ECLIPSE RESOURCES: S&P Assigns 'B-' CCR, Outlook Stable
ENDEAVOUR INT'L: Needs Until Oct. 6 to File Plan

ENTRAVISION COMMUNICATIONS: S&P Raises Corp Credit Rating to 'BB-'
EVPP LLC: Ohio Court Rules on Appeal in Eagle's View Rift
FAMILY DOLLAR: Moody's Assigns 'Ba2' Corporate Family Rating
GRIDWAY ENERGY: Seeks Oct. 31 Extension of Plan Filing Date
HEALTH DIAGNOSTIC: Court Issues Joint Administration Order

HEALTH DIAGNOSTIC: Employs ALCS as Claims and Noticing Agent
HEALTH DIAGNOSTIC: Has Until July 21 to File Schedules
HEALTH DIAGNOSTIC: June 30 Final Cash Collateral Hearing
HEALTHSOUTH CORP: Moody's Affirms Ba3 CFR, Alters Outlook to Neg.
HOLDER GROUP: Judge Beesley Terminates Automatic Stay

HOME CASUAL: Factories Granted Standing to Prosecute
HUDSON'S BAY: S&P Puts 'B+' CCR on CreditWatch Negative
HUGHES SATELLITE: S&P Raises Rating on Sr. Unsecured Notes to BB-
ION GEOPHYSICAL: S&P Lowers CCR to 'CCC', Outlook Developing
JELD-WEN INC: S&P Revises Outlook to Stable & Affirms 'B' CCR

JTS LLC: Case Summary & 20 Largest Unsecured Creditors
KIOR INC: Obtains Court Confirmation of Ch. 11 Plan
LHP HOSPITAL: S&P Affirms 'B-' CCR & Revises Outlook to Positive
MAINEGENERAL MEDICAL: Moody's Lowers Serie 2011 Bond Rating to Ba2
MARCO CANTU: 5th Circuit Affirms District Court Ruling

MINERALS TECHNOLOGIES: Moody's Hikes CFR to Ba2, Outlook Stable
MOLYCORP INC: To Use Grace Period to Evaluate Ways to Restructure
MRV TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
MY ALARM: Moody's Assigns 'B3' CFR & 'B3' Rating on 2nd Lien Notes
NORTH LAS VEGAS: Moody's Lifts GOLT Rating to Ba2, Outlook Stable

NXT-ID INC: Needs to Raise Funds to Continue Operations
OCWEN FINANCIAL: Moody's Says Sale of $90BB MSRs is Credit Positive
ONE SOURCE: Culhane Meadows Approved as Counsel for the Committee
OPTIM ENERGY: Seeks Oct. 12 Extension of Solicitation Period
PARAGON OFFSHORE: S&P Lowers CCR to 'B'; Outlook Negative

PLATINUM TITAN: Case Summary & 5 Largest Unsecured Creditors
PROJECT PORSCHE: S&P Lowers CCR to 'SD' on Distressed Exchange
QUIKSILVER INC: Moody's Lowers CFR to Caa2, Outlook Stable
RADIAN GROUP: S&P Rates $350MM Unsecured Notes 'B'
RADIOSHACK CORP: Proposes July 22 Plan & Disclosures Hearing

REED AND BARTON: Amends Schedules of Assets and Liabilities
RJS POWER: S&P Affirms 'BB-' CCR Then Withdraws Rating
SAFETY QUICK: Reports $1.54-Mil. Net Loss in First Quarter
SALIENT PARTNERS: Moody's Assigns 'B2' CFR, Outlook Negative
SPECTRASCIENCE INC: Reports $1.71-Mil. Net Loss in Q1 of 2015

STANDARD REGISTER: Gibson Dunn Aproved as Bankruptcy Co-Counsel
STANDARD REGISTER: July 8 Established as General Claims Bar Date
STANDARD REGISTER: Kevin Carmody OK'd as Restructuring Officer
STANDARD REGISTER: Young Conaway Approved as Banruptcy Co-Counsel
T-L BRYWOOD: Ok'd to Use RCG-KC Cash Collateral Until July 31

TESLA MOTORS: S&P Affirms 'B-' CCR, Outlook Remains Stable
TI FLUID: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable
TI GROUP: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
TOMI ENVIRONMENTAL: Reports $4.27-Mil. Net Loss in First Quarter
TRIBUNE MEDIA: Moody's Rates Proposed $1-Bil. Senior Notes 'B2'

TRIBUNE MEDIA: S&P Assigns 'BB-' Rating on New $1BB Unsecured Notes
TWINLAB CONSOLIDATED: Debt Payments Raise Going Concern Doubt
UNITED CONTINENTAL: S&P Raises CCR to 'BB-', Outlook Positive
VICTORY HEALTHCARE: 4 of 6 Hospitals Placed Under Ch.11 Protection
VICTORY HEALTHCARE: Proposes to Use Cash Collateral

VICTORY HEALTHCARE: Seeks July 26 Extension to File Schedules
VICTORY MEDICAL: Section 341 Meeting Set for July 24
WARREN RESOURCES: Moody's Lowers CFR to Caa2, Outlook Negative
WCI COMMUNITIES: S&P Raises CCR to 'B', Outlook Stable
WITTENBERG UNIVERSITY: Moody's Affirms B1 Rating on $32.6MM Debt

ZAZA ENERGY: Lacks Cash to Repurchase Redeemable Senior Notes
[*] Default Rate Driven by Metals/Mining Sectors, Fitch Says
[*] U.S. Bank TruPS CDOs Combined Default Rate Declines, Fitch Says

                            *********

256-260 LIMITED: Extraco Objection to Plan Sustained
----------------------------------------------------
Bankruptcy Judge Michael J. Kaplan sustained without prejudice
Extraco's Objection to the Debtor's Plan in the case captioned In
re 256-260 Limited Partnership, Debtor, NO. 14-11582 K (Bankr.
W.D.N.Y.).

In October 2011, Extraco acquired rights to a mortgage loan that
originated in 1995. The mortgage was in foreclosure at that time as
no mortgage payments had been made since 2006. Prior thereto, on
December 30, 2010, the property subject of the said mortgage loan
was conveyed to 256-260 Limited Partnership. The debt fully matured
in 2010.

Extraco objected to the Debtor's proposed Chapter 11 Plan and
sought lift of stay to continue foreclosure, arguing (1) that it
cannot be "forced" to become a "lender" on this fully-matured
obligation because (A) it and the Debtor are not in "privity of
contract," and (B) the Debtor acquired title in violation of the
mortgage; or, alternatively, (2) the plan is not "fair and
equitable" toward Extraco. For its part, the Debtor argued that
Extraco "bought-in" on a defaulted mortgage debt after title to the
real estate had been transferred, of record, to the Debtor.

Judge Kaplan held that because the Debtor owned the subject
property, of record, ten months before Extraco bought the loan that
was already in foreclosure, Extraco may not now cry "foul" for lack
of privity. However, Judge Kaplan found that the Plan was currently
not "fair and equitable" as to Extraco and it does not propose to
pay Extraco in a manner that would pass the "absolute priority
rule," codified in 11 U.S.C. Section 1129(b)(2)(B)(ii).

As such, in an order dated May 20, 2015 and available at
http://is.gd/ogF3E6from Leagle.com, Judge Kaplan sustained
Extraco's Objection to the Debtor's Plan without prejudice to the
Debtor filing an Amended Plan within 21 days.


AGT FOOD: S&P Raises CCR & Sr. Sec. Debt Ratings to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit and senior secured debt ratings on
Saskatchewan-based pulse and food ingredients supplier, AGT Food
and Ingredients Inc., to 'B+' from 'B'.  At the same time, Standard
& Poor's revised its recovery rating on the company's C$125 million
senior secured second-lien notes to '3' from '4'.  The '3' recovery
rating indicates S&P's expectation of recovery in the high end of
the average (50%-70%) range in a default scenario.

S&P also removed the "under criteria observation" (UCO) identifier
from the issuer and issue credit ratings, which has been in place
since Jan. 29, 2015, following the publication of S&P's
"Commodities Trading Industry Methodology."  In removing the
company from UCO, S&P is not applying its January 2015 Commodities
Trading criteria, because S&P believes that AGT's processing
orientation limits its exposure to the preponderance of trading
risks addressed in the criteria.

"We base the upgrade on the company's improved earnings and lower
debt leverage, after incorporating the effects of recent
investments in new production capacity," said Standard & Poor's
credit analyst Donald Marleau.  S&P believes that good conditions
for its core export business and increasing food ingredients
production should contribute to stronger gross profits, while the
December 2014 C$80 million equity issue offset the company's cash
burn as AGT grows by acquisition and with greenfield investment.

The ratings on AGT reflect what S&P views as the company's "weak"
business risk profile, characterized by its narrow diversity in the
sourcing, processing, and distribution of pulses; the high degree
of fragmentation in the global market for pulses; and its weak and
volatile earnings owing to inherent weather-related risks and
unpredictable supplies for its key commodities.  S&P believes these
weaknesses are mitigated somewhat by the company's increasing
business diversity and its leading position in global pulse
processing.

S&P views AGT's financial risk profile as "aggressive," as
demonstrated by debt leverage of about 4x at March 31, 2015.  The
company's improving leverage is counterbalanced by negative free
and discretionary cash flow caused by significant investments in
fixed assets and working capital, acquisitions, and steady
dividends.  The company's C$80 million equity issue in late 2014,
however, has been a significant credit benefit, reducing debt as
margins and earnings improve.

The stable outlook reflects S&P's expectation that steady demand in
AGT's key markets and the company's expanded footprint should
support steadier profitability and adjusted debt to EBITDA of about
4x in 2015 and 2016.  S&P expects neutral free and discretionary
cash flow in the next two years with moderating investment in new
food ingredients capacity.

S&P could lower the rating if AGT's debt-to-EBITDA increased above
5x on sustained basis, which S&P believes could occur if gross
margins decline 100 basis points amid weak demand in the company's
core markets or if the company funds significant investments or
shareholder returns with debt.

S&P could raise the rating if AGT's leverage declined to and stayed
below 4x, supported by improved free cash flow to debt of about
10%.  S&P believes that sustainably stronger free cash/debt would
confirm improved cash generation from the company's significant
investments in recent years and contribute to positive free and
discretionary cash flow.



ALLIANCE BIOENERGY: Reports $395K Net Loss in First Quarter
-----------------------------------------------------------
Alliance Bioenergy Plus, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $395,000 on $nil of revenues for the
three months ended Mar. 31, 2015, compared with a net loss of $1.29
million on $nil of revenues for the same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $8.42 million
in total assets, $3.75 million in total liabilities, and a
stockholders' equity of $4.66 million.

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

                         http://is.gd/WjQrVR

West Palm Beach, Fla.-based Alliance Bioenergy Plus, Inc., is a
technology company focused on emerging technologies in the
renewable energy, biofuels and new technologies sectors.

Paritz & Company P.A. expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company has not generated any revenue, has incurred losses since
inception, has a working capital deficiency of $2.34 million and
may be unable to raise further equity.  At Dec. 31, 2014, the
Company had incurred accumulated losses of $12.2 million since
inception.

The Company's balance sheet at Dec. 31, 2014, showed $8.33 million
in total assets, $4.28 million in total liabilities, and
Stockholders' equity of $4.06 million.


ALLIED SYSTEMS: Disclosure Statement Hearing Set for June 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
scheduled a hearing to consider approval of the disclosure
statement explaining the Chapter 11 plan of ASHINC Corporation,
f/k/a Allied Systems Holdings Inc., for June 18, 2015.

The Debtors, on June 15, 2015, filed a revised version of the Plan
and Disclosure Statement to address certain of the issues raised in
the objections to the Disclosure Statement.  Full-text copies of
the Plan and Disclosure Statement are available at
http://bankrupt.com/misc/ASHplan0615.pdf

Under the revised Plan, holders of General Unsecured Claims will
recover an estimated 0.24% of their allowed claim amount, while
holders of First Lien Lender Claims will recover 0.59% of their
allowed claim amount.

Among the main opponents to the Plan and Disclosure Statement is
Ron Burckle's Yucaipa American Alliance Fund I, L.P., and Yucaipa
American Alliance (Parallel) Fund I, L.P., which complained that
the disclosure statement is "another in a seemingly endless list of
attempts" by lenders to disenfranchise Mr. Burkle's Yucaipa Cos.
Aside from objecting to the Disclosure Statement, Yucaipa also
asked the Court to suspend the Chapter 11 cases or, alternatively,
stay all plan confirmation-related proceedings, until the
resolution of various pending litigations that will determine the
rights of Yucaipa, Black Diamond, Spectum and general unsecured
creditors to receive distributions from the Debtor's estates.

The Debtors, in response to Yucaipa's objection, argued that under
the recently-filed Plan, Yucaipa has no voting or election rights
and its plan voting rights were assigned to the First Lien Agents.
As a result of  the contractual limitation and assignment, the
Debtors said there is no need to seek to designate Yucaipa's vote
under Section 1126(e) of the Bankruptcy Code.

National Union Fire Insurance Company of Pittsburgh, PA, AIG
Insurance Company of Canada and other insurers affiliated with AIG
Property Casualty, Inc., also objected to the adequacy of the
Disclosure Statement.

Yucaipa is represented by Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware; Robert A. Klyman,
Esq., and Sabina Jacobs, Esq., at Gibson, Dunn & Crutcher LLP, in
Los Angeles, California; and Matthew K. Kelsey, Esq., and Mary Kate
Hogan, Esq., at Gibson, Dunn & Crutcher LLP, in New York.

                   About Allied Systems Holdings

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders.  The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.

Allied Systems Holdings, Inc., changed its name to ASHINC
Corporation.

                          *     *     *

ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware a joint Chapter 11 plan of reorganization,
co-proposed by the Committee and the first lien agents.

The Plan provides that certain of the Debtors' assets, the
Litigation Trust Assets, will vest in the Allied Litigation Trust,
and the remainder of the Debtors' assets, including the proceeds
from the sale of substantially all of the Debtors' assets, will
either revest in the Reorganized Debtors or be distributed to the
Debtors' creditors.

The Debtors ask the Court to set July 23, 2015, at 10:00 a.m.
(prevailing Eastern Time) as the date and time for the Bankruptcy
Court to consider confirmation of the Plan.

A full-text copy of the Disclosure Statement dated May 4, 2015, is
available at http://bankrupt.com/misc/ASHds0504.pdf


AMERICAN AIRLINES: S&P Raises CCR to 'BB-', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit ratings on Fort Worth, Texas-based American
Airlines Group Inc. (AAG) and its subsidiaries American Airlines
Inc. and US Airways Inc. to 'BB-' from 'B+'.  The outlook is
stable.

At the same time, S&P raised its ratings on their secured and
unsecured debt and most of their EETCs by one notch each.

S&P also affirmed its ratings on other EETCs where the rating of
the liquidity provider constrained the rating under S&P's criteria,
or if S&P believed that the collateral protection had deteriorated,
offsetting the effect of our upgrade of American Airlines Inc. or
US Airways Inc.

"AAG reported record earnings of $932 million in first-quarter
2015, and we believe that the company's full-year results will also
set a new record by a wide margin," said Standard & Poor's credit
analyst Philip Baggaley.  The company is benefiting more from this
year's lower fuel prices than any other large U.S. airline because
it does not hedge any of its fuel needs.  These savings have been
partly offset by higher nonfuel costs, as AAG estimated that the
new pilot contract that took effect in January would raise its 2015
expenses by $650 million.  The outlook for the company's revenue
generation has weakened somewhat recently as the foreign-currency
translation of its revenues and increased competition in some
markets have offset gains elsewhere.  This is similar to the
near-term challenges that other U.S. airlines are facing, but
measures of revenue generation, such as passenger revenue per
available seat mile, remain healthy in absolute terms. AAG is also
capturing cost and revenue synergies from the merger of its two
airline operating subsidiaries, which should increase further once
the company fully integrates them.  That integration, which AAG
expects to complete in late 2015, also carries some inherent risks
since it will involve combining the information technology systems
and aircraft crews of two previously separate airlines.

The stable outlook reflects S&P's expectation that AAG will report
strong earnings and improved credit measures in 2015 before they
level off in 2016.

S&P could raise its ratings on the company if
stronger-than-expected earnings and cash flow or reduced levels of
capital spending and share repurchases cause its funds flow-to-debt
ratio to rise to more than 30% on a sustained basis.

Although unlikely, S&P could lower its ratings if a spike in fuel
prices or serious merger integration problems cause AAG's funds
from operations-to-debt ratio to fall below 15% and S&P expects
that it will remain at that level.



AMERICAN INT'L GROUP: Greenberg's Firm Vows to Appeal Ruling
------------------------------------------------------------
The New York Times' DealBook reported that Starr International, the
firm through which Maurice R. Greenberg continues to hold a stake
in the American International Group, said that despite persuading a
judge that the government overstepped its bounds in its 2008
bailout of A.I.G., it planned to appeal his decision not to award
any monetary damages.

As previously reported by The Troubled Company Reporter, Mr.
Greenberg, who was former chief executive of AIG, won in his legal
crusade against U.S. authorities over their takeover of the
insurance giant in 2008, but didn't win any of the $40 billion in
damages he has sought after Judge Thomas C. Wheeler of the United
States Court of Federal Claims ruled on June 15 that the government
violated the law when it took a controlling stake in AIG in 2008.


According to the DealBook, Judge Wheeler found on June 15 that the
Federal Reserve acted illegally when it demanded a 79.9 percent
equity stake in AIG as a condition of the bailout, but he also
found that AIG shareholders had not been damaged and had in fact
been saved from bankruptcy.

The case is Starr International Co. v. U.S., 11-cv-00779, U.S.
Court of Federal Claims (Washington).

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


ANCHOR GLASS: Moody's Rates New $465MM 1st Lien Loan
----------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed $465
million first lien Senior Secured Term Loan due June 2022 of Anchor
Glass Container Corporation. The company's B2 Corporate Family and
B3-PD Probability of Default rating were affirmed. The ratings
outlook is stable.

The proceeds of the new $465 million first lien Senior Secured Term
Loan due June 2022, along with $5 million of cash from the balance
sheet, will be used to refinance the $335 million ($315mm
outstanding) first lien Senior Secured Term Loan due May 2021, pay
a $145 million shareholder dividend, and pay $10 million in related
fees and expenses. The sponsor originally invested $138.5 million
in the company in May 2014. Terms and conditions are expected to be
identical to the existing first lien Senior Secured Term Loan due
May 2021.

Anchor Glass Container Corporation:

  -- Affirmed Corporate family rating, B2

  -- Affirmed Probability of default rating, B3-PD

  -- Affirmed $335 million 1st Lien Senior Secured Term Loan due
     May 2021, B3/LGD3 (to be withdrawn at close of transaction)

  -- Assigned $465 million 1st Lien Senior Secured Term Loan due
     June 2022, B3/LGD3

The ratings outlook is stable.

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

The B2 Corporate Family Rating reflects the high concentration of
sales, mature nature of the industry in the US and negative volume
trends. Approximately 40% of the company's sales come from two
customers, 88% from the top ten customers and approximately 47%
from beer (24% from mass-market beer and 23% from craft beer). The
majority of the company's revenue is generated in the mature US
market with no exposure to faster growing and more profitable
emerging markets. Volumes have decreased in mass beer for the last
two years and are projected to continue to be sluggish. The rating
is also constrained by the company's relatively small size compared
to its rated competitors and margins and free cash flow to debt
that are below its primary rated competitor.

Strengths in the company's profile include a high percentage of
business under long-term contracts with full cost-pass through
provisions, long standing relationships with its top customers and
several blue-chip customers. Anchor has 98% of business under
long-term contract with cost pass-through provisions. The company
has an average relationship of 20 years with its top customers.
Anchor expects the transfer of profitable business from its former
owner and has won some new business in the past 12 months. The US
glass packaging industry is consolidated in the US with only three
major players and it is costly to ship glass packaging more than
200-300 miles.

The rating outlook is stable. The reflects an anticipation of
additional volumes from recent new business wins, benefits from
cost cutting initiatives and the dedication of free cash flow to
debt reduction.

The ratings could be downgraded if there is deterioration in the
credit metrics, a decline in the operating and competitive
environment, and/or the pursuit of aggressive financial policies.
The ratings could also be downgraded if there is a deterioration in
liquidity. Specifically, the ratings could be downgraded if
normalized free cash flow to debt declines below 3%, debt to EBITDA
rises above 5.5 times, and/or the EBIT margin declines below 10%.

The ratings could be upgraded if there is evidence of a sustainable
improvement in credit metrics, relative to peers, within the
context of a stable operating and competitive environment. Anchor's
small size relative to peers may also constrain any upgrade.
Specifically, the ratings could be upgraded if free cash flow to
debt increases to greater than 6%, the EBIT margin increases to
above 13% and debt to EBITDA remained below 4.5 times.

Headquartered in Tampa, Florida, Anchor Glass Container Corporation
is a North American manufacturer of premium glass packaging
products, serving the beer, liquor, food, beverage, ready-to-drink
("RTD") and consumer end-markets. The company operates six
manufacturing facilities located in Florida, Georgia, Indiana,
Minnesota, New York and Oklahoma, in addition to an engineering and
spare parts facility in Illinois and a mold manufacturing facility
in Ohio. For the 12 months ended December 31, 2014, Anchor
generated approximately $576 million in revenue. Anchor is a
portfolio company of KPS Capital Partners.

The principal methodology used in this rating was Global Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
June 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


ARCHDIOCESE OF ST. PAUL: Resignations, Criminal Charges Cloud Ch.11
-------------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
the Roman Catholic Archdiocese of Saint Paul and Minneapolis, whose
top two officials resigned on June 15 in wake of criminal charges
over the alleged failure to protect children from abusive priests,
is facing an unprecedented convergence of litigation that lawyers
say will continue to pose serious challenges for the archdiocese's
leadership.

According to the report, in a statement dated June 15, Archbishop
John C. Nienstedt, who stepped aside along with Auxiliary Bishop
Lee Anthony Piche, said he resigned to give the archdiocese a new
beginning.  The resignations and recent criminal charges come as
church leaders across the country continue to grapple with
widespread allegations of child sexual abuse at the hands of clergy
and related lawsuits, the report related.  The abuse scandal has
cost dioceses and other Catholic institutions in the U.S. nearly
$2.9 billion since 2004 in compensation paid out to alleged
victims, the Journal said, citing a recent report issued by the
U.S. Conference of Catholic Bishops.

                    About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and
parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on
Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases
in the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.

U.S. Trustee for Region 12 appointed five creditors to serve on
the
official committee of unsecured creditors.

The U.S. Trustee appointed five creditors to serve on the
Committee
of Parish Creditors.  Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.

                           *    *    *

The Debtor's exclusive period for filing a Chapter 11 plan and
disclosure statement ends on Nov. 30, 2015.


AUTHENTIC BRANDS: Moody's Affirms 'B2' CFR Over $145MM Debt Add-on
------------------------------------------------------------------
Moody's Investors Service affirmed ABG Intermediate Holdings 2
LLC's ("Authentic Brands") B2 Corporate Family Rating and B2-PD
Probability of Default Rating, as well as the B1 rating on the
company's first lien credit facilities and the Caa1 rating on its
second lien term loan, after the company announced a proposed $145
million add-on to its credit facilities. Moody's also assigned a B1
rating to Authentic Brands proposed $35 million Delayed Draw First
Lien Term Loan and a Caa1 rating to the company's proposed $15
million Delayed Draw Second Lien Term Loan. The outlook remains
stable.

The add-ons will increase the first lien term loan by $85 million
and the second lien term loan by $60 million. Proceeds will be used
to repay equity contributed by the company's financial sponsor
Leonard Green & Partners, L.P. ("LGP") and management that was used
to fund the acquisition of Jones New York ("Jones") in April 2015,
fund the recently announced acquisition of Fredericks of Hollywood
("FOH"), pay a dividend of almost $50 million to shareholders, and
pay related fees and expenses. The company's proposed delayed draw
facilities, along with additional contributed equity and cash on
hand, will be available six months after closing to finance future
acquisitions currently under consideration by the company.

Moody's estimates lease adjusted leverage pro-forma for the
proposed add-on (including full year EBITDA from Jones and FOH)
slightly above 6 times for the LTM period ending March 31, 2015,
which is high for the B2 rating. However, given the relatively
stable and predictable nature of the business, and the potential
for additional royalty revenue (overages), Moody's expects leverage
will decline below 6 over the next 12-24 months. In addition,
funding of the Delayed Draw facilities will be subject to first
lien net leverage of 4.25x and total net leverage of 6.0x pro-forma
for future acquisitions, which provides some protection from
meaningful near term levering of the business. As a result, Moody's
believes the company's risk profile remains consistent with its B2
CFR.

Moody's took the following rating actions on ABG Intermediate
Holdings 2 LLC:

Ratings Affirmed:

  -- Corporate Family Rating, at B2

  -- Probability of Default Rating, at B2-PD

  -- $405 million Sr. Secured First Lien Term Loan due 2021
     (includes $85 million add-on), at B1, LGD-3

  -- $30 million Sr. Secured First Lien Revolver due 2019, at B1,
     LGD-3

  -- $165 million Sr. Secured Second Lien Term Loan due 2022
     (includes $60 million add-on), at Caa1, LGD-5

Ratings Assigned:

  -- $35 million Delayed Draw First Lien Term Loan, Assigned B1,
     LGD-3

  -- $15 million Delayed Draw Second Lien Term Loan, Assigned
     Caa1, LGD-5

Outlook Actions:

  -- Outlook, Remains Stable

Authentic Brands' B2 CFR reflects the company's high lease adjusted
leverage which Moody's estimates above 6.0 times for the LTM period
ending March 31, 2015, pro-forma the proposed acquisitions of Jones
and FOH. The rating also reflects Authentic Brands' ongoing
integration risks associated with its acquisition-based growth
strategy, meaningful brand and customer concentrations, and the
company's financial sponsor ownership which increases the
likelihood that financial policies could result in sustained
elevated leverage. The B2 CFR is supported by Authentic Brands'
relatively stable and predictable revenue and cash flow streams
from royalty payments received by the company, which include
significant guaranteed minimum amounts. Its licensor business model
is largely asset light, with low fixed overhead costs which drive
strong operating margins and interest coverage metrics that are
particularly strong for the rating category, with Moody's adjusted
pro-forma EBITA/interest in the mid 2 times range for the LTM
period ending March 31, 2015.

Authentic Brands' good liquidity profile is supported by the
stability and predictability of its royalty streams. Minimal
working capital and capital expenditures allow the company to
convert a substantial amount of EBITDA to free cash flow, and the
upside from overage receipts is proportionately accretive to cash
flow as it merely leverages the existing cost base. Moody's
anticipates positive free cash flow over the next 12-18 months of
at least $20-$30 million (excluding the proposed dividend) which
would likely be used to support acquisitions, repay debt, or
otherwise return cash to shareholders. Authentic Brands has access
to a $30 million revolving credit facility due in 2019 which
Moody's anticipate will remain largely undrawn. Moody's do not
expect the company will rely heavily on the revolver, but could
temporarily draw on the facility to finance potential acquisitions,
as it has in the past. The amended revolver is expected to contain
a first lien net leverage test of 6.5x, which will be tested if the
facility is drawn. Moody's expect the company will remain in
compliance with this covenant over the next 12-18 months, if
tested.

The B1 rating assigned to Authentic Brands' first lien credit
facilities (term loan and revolver) is one notch higher than the
CFR and reflects their senior position in the capital structure
relative to the second lien facilities (rated Caa1) and other
junior claims including trade payables and leases. The first lien
facility has a first priority lien on substantially all assets of
the company, while the second lien has a second priority lien on
the same assets. The proportion of first lien to second lien debt
within Authentic Brands capital structure is a key factor
underpinning the notching of the first lien facilities. As the
second lien becomes a greater proportion of the capital structure,
through amortization and other repayment of the first lien, there
could be upward pressure on the B1 first lien rating.

The stable outlook incorporates an expectation for modest
deleveraging over the next 12-24 months as the company benefits
from contractual revenue and overages attributable its newly
acquired brands.

In view of the company's small scale, meaningful brand and customer
concentrations, and an expectation that cash flow will likely
support acquisition activity or otherwise be returned to ownership,
a ratings upgrade is unlikely. A ratings upgrade would require an
expectation for debt/EBITDA sustained below 5 times.

Ratings could be downgraded if the company were to experience
non-renewal, or renewals at materially lower revenue streams for
its licenses, or if the company were to become more aggressive in
its financial policies. Quantitatively, ratings could be downgraded
if leverage were to exceed 6.5 times or if interest coverage were
to deteriorate below 2.25 times.

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.

Headquartered in New York, NY, Authentic Brands is a brand
management company with a portfolio of 16 brands that includes
Jones New York, Juicy Couture, and Hickey-Freeman, as well as
control over the use of the name, image and likeness of Marilyn
Monroe, Elvis Presley, and Muhammad Ali. Revenue for the LTM period
ending March 31, 2015 was around $140 million. The company is
majority owned by affiliates of Leonard Green & Partners, L.P.


AVON PRODUCTS: S&P Lowers CCR to 'B+', Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Avon Products Inc. to 'B+' from 'BB'.
The outlook is stable.

At the same time, S&P lowered its issue-level ratings on all of
Avon's senior unsecured debt to 'B+' from 'BB', including its
multiple senior unsecured issuances.  The recovery rating remains
'3', indicating S&P's expectation for meaningful (50% to 70%, at
the higher end of the range) recovery for lenders in the event of a
payment default or bankruptcy.  Total debt outstanding as of March
31, 2015, was about $2.6 billion.

"Our two-notch downgrade on Avon is a result of our downward
assessment of the company's business risk profile and revised
forecast for reduced financial performance, resulting in weaker
projected credit metrics," said Standard & Poor's credit analyst
Jacqueline Hui.  This is due to the company's persistent
operational issues and increasing external headwinds (such as
foreign currency exchange risk and soft macroeconomic conditions in
key markets) that have contributed to greater-than-expected
weakness in operating results.  As the company continues to right
size its cost base, its sales also continue to decline at
greater-than-anticipated rates.  This is partially due to a severe
negative impact from foreign currency exchange but also to the loss
of active representatives over recent years and a highly
competitive global beauty landscape.

The stable outlook reflects S&P's view that the company's liquidity
will remain adequate and that it will be able to meet our base-case
projections, including FFO cash interest coverage in the mid-2x
area over the next year.  This is despite S&P's forecast for weaker
operating results and credit metrics.

S&P could lower the ratings if operating performance and cash flows
fall below S&P's downwardly revised forecast, perhaps as a result
from the inability to stem active representative declines or offset
negative foreign currency headwinds.  This could lead to a further
deterioration of credit metrics, including FFO cash interest
coverage below 2x, which would point to a lower rating. S&P
estimates for this to occur, EBITDA would need to decline about 10%
from its base case.

Although unlikely over the next year, S&P could consider raising
the rating if Avon can demonstrate stabilization in market share
(particularly in Brazil) and margins, leading to improved cash flow
generation and credit metrics, such that FFO cash interest coverage
is over 4x on a sustained basis.  For this to occur, EBITDA would
need to increase about 35% from S&P's base case.



AXALTA COATING: S&P Raises CCR to 'BB-', Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Philadelphia-based Axalta Coating Systems Dutch Holding B
B.V. to 'BB-' from 'B+'.  The outlook is stable.

S&P also raised its issue-level rating on the company's senior
secured debt to 'BB-' from 'B+'.  The recovery rating remains '3',
indicating S&P's expectation of meaningful (50% to 70%; upper half
of the range) recovery in the event of a payment default.

At the same time, S&P raised its issue-level rating on the
company's senior unsecured debt to 'B' from 'B-'.  The recovery
rating remains '6', indicating negligible (0%-10%) recovery in the
event of a payment default.

While S&P's assessment of the company's business risk profile
remains "satisfactory," it revised its assessment of the company's
financial risk profile to "aggressive" from "highly leveraged."

"Axalta's strong operating performance in 2014 has resulted in
lower-than-anticipated debt leverage," said Standard & Poor's
credit analyst Allison Czerepak.  "For the period ended Dec. 31,
2014, debt to EBITDA was about 4.8x, lower than our previous
expectations for the issuer at the 'B+' rating," added
Ms. Czerepak.

S&P's assessment of the company's "satisfactory" business risk
profile and the "aggressive" financial risk profile, as defined in
S&P's criteria, result in an anchor score of 'bb'.  S&P then
applies a negative comparable ratings analysis modifier, to notch
down the anchor score by one notch to arrive at the 'BB-' corporate
credit rating.  S&P considers the company's operating record as a
stand-alone company limited and believe there are risks related to
the company's ability to fully execute its operating plans.  The
negative comparable ratings modifier also addresses uncertainty as
to whether the company can sustain or improve its competitive
position and EBITDA.

The outlook is stable.  Under expected market conditions and S&P's
operating assumptions, Axalta Coating Systems Dutch Holding B B.V.
is set generate stable EBITDA.  S&P also expects that The Carlyle
Group will continue to divest its interest in the company.  This
outlook is predicated on S&P's assumptions that the company will
have low-single-digit revenue growth and that EBITDA margins will
be about 20%.  S&P also assumes that that company will not issue
dividends and will not pursue any large acquisitions.

S&P could lower the ratings if economic or auto industry conditions
deteriorate meaningfully, resulting in leverage above 5x or higher
or for FFO to debt to fall to less than 12% without any prospects
for the next year.  Although not currently anticipated, meaningful
debt funding for a dividend distribution or a sizable acquisition,
or less-than-adequate liquidity could also trigger a downgrade.

S&P could raise ratings if the company is able to improve its
business risk profile.  This could happen through an improvement of
end-market diversity or if the company is able to successfully
execute its growth-initiative projects, such as the Axalta Way.
Additionally, S&P could raise ratings once the company successfully
generates a track record of achieving target metrics and paying
down debt.



BOULDER BRANDS: Moody's Lowers CFR to B2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded Boulder Brands, Inc.'s
Corporate Family Rating to B2 from B1 and its Probability of
Default Rating to B2-PD from B1-PD. "The downgrade reflects Moody's
expectation of higher financial leverage due to weakness  in the
company's Balance Segment and the abrupt departure of the company's
CEO" said Dominick D'Ascoli, a Vice President at Moody's.
Concurrently, Moody's also downgraded the senior secured bank
credit facility rating to B2 from B1. The outlook is stable.

Boulder Brands announced on June 10, 2015 that it expects second
quarter 2015 sales in its Balance Segment to be 16% to 18% lower
than the second quarter of 2014 and that it has appointed an
interim CEO after its prior CEO resigned effective June 10, 2015.
The Balance Segment's Smart Balance products have been exhibiting a
declining sales trend, partially offset by growth in its Earth
Balance products, but the current weakness is much greater than
Moody's had anticipated. With the reduced level of sales and cash
flow, Moody's now expects debt to EBITDA to be around 5.5 times for
the twelve months ending June 30, 2015, and above 5.0 times over
the next twelve months.

The following ratings were downgraded:

  -- Corporate Family Rating to B2 from B1

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

  -- Sr Sec Bank Credit Facility Rating to B2 (LGD 4) from B1
     (LGD 3)

The following rating was affirmed:

  -- Speculative Grade Liquidity Rating at SGL-2

The outlook on all ratings is stable.

The B2 Corporate Family Rating reflects Boulder Brand's limited
scale, high leverage, and the niche nature of its product offering.
The company targets specific health trends and can be materially
impacted by a change in consumer preferences. Moody's expects
earnings pressures to remain as the company tries to offset
declines in the Smart Balance brand with growth in brands like
Earth Balance, Udi's and EVOL. The Company's strong market position
within each of its niche product lines and the favorable growth
prospects of the health and wellness food product category are
partial offsets to the negative trends in Smart Balance, which
accounted for 27% of revenue in 2014.

The outlook is stable based upon Moody's expectation that the
company will continue to post solid organic revenue growth in its
other main product categories and due to the favorable growth
prospects for functional foods and health and wellness products
generally and that it will focus on stabilizing the business and
reducing leverage.

Ratings could be downgraded if other significant product lines
experience weakness, liquidity deteriorates, EBIT margins decline
meaningfully, or if debt to EBITDA exceeds 6.0 times.

Ratings could be upgraded if debt to EBITDA is sustained below 5.0
times with favorable trends in the company's operating performance
and sound liquidity.

Boulder Brands, Inc. (Boulder) is a consumer foods company that
markets and manufactures a wide array of healthy food products for
sale in the U.S. (90% of fiscal 2014 revenue), Canada and the
United Kingdom. The business consists of two segments. The Natural
segment (61% of fiscal 2014 revenue) produces gluten-free food
products and healthy frozen foods under brand names such as Udi's,
Glutino and EVOL. The Balance segment (39% of fiscal 2014 revenue)
produces healthy spreads as well as diabetic-friendly food products
under brands such as Smart Balance, Earth Balance and Level Life.
The company generated revenue of $523 million for the twelve months
ended March 31, 2015.

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


BUILDING MATERIALS: Merger No Impact on Moody's 'B2' CFR
--------------------------------------------------------
Moody's Investors Service said that Building Materials Holding
Corporation's B2 Corporate Family Rating and its B2-PD Probability
of Default Rating are not impacted at this time following the
company's announcement that it is merging with Stock Building
Supply Holdings, Inc. in an all-stock transaction. Overall, Moody's
views the merger as a credit positive. In a related action, Moody's
lowered BMC's senior secured notes rating to Caa1 from B3, since
the prospectively large increase in the asset-based revolving
credit facility (unrated) to $450 million from $215 million reduces
the amount of collateral to which holders of the secured notes have
access. The lower notes rating captures this increased risk to
recovery in a distressed scenario. BMC and Stock Building Supply
have commitments to increase the revolver to $450 million to help
facilitate the merger between the companies. The rating outlook is
stable.

BMC recently announced that it is merging with Stock Building
Supply Holdings, Inc. in an all-stock transaction, creating a
combined entity with an implied pro forma enterprise value of $1.5
billion based on Stock Building Supply's closing price on June 2nd.
The companies have indicated that BMC shareholders will receive
0.5231 newly issued Stock Building Supply shares for each BMC
share. Upon the closing of the transaction, BMC shareholders will
own approximately 60% of the merged entity, with Stock Building
Supply shareholders owning approximately 40%. The transaction is
structured to be tax-free to the shareholders of both companies,
and is expected to close in the fourth quarter of 2015, subject to
shareholders approvals and regulatory clearances.

The following ratings/assessments were affected by this action:

  -- Sr. Sec. Notes due 2018 lowered to Caa1 (LGD5) from
     B3 (LGD5).

BMC's B2 Corporate Family Rating reflects its debt leverage credit
metrics despite the potential for merging with Stock Building
Supply Holdings, Inc. in an all-stock transaction, since the deal
structure could improve BMC's debt leverage metric by upwards of a
half of a turn, which is a credit positive. Moody's estimate that
Stock Building Supply has about $210 million in adjusted debt at
1Q15, of which $120 million is for operating lease commitments.
BMC's adjusted debt-to-EBITDA was 4.1x as of March 31, 2015.
Further, the combined entity will have sales of approximately $2.7
billion, creating a national distributor across 17 states with more
product offerings utilized in domestic construction. New housing
construction, the main revenue driver of the combined entities, is
experiencing solid growth trends, which Moody's expects to continue
over the next 12 to 18 months.

However, risks remain. Cost synergies will take time to realize,
especially as the combined entity negotiates new contracts with its
suppliers, and merge staff and headquarters. Upfront cash needs
will be required to facilitate these initiatives, and to unite
information technology platforms into one seamless system. Moody's
still needs to understand the integration plans and expected cost
synergies, and the combined entity's ability to expand operating
margins. Further, revenue is still sourced from a highly cyclical
end market, which can weaken cash flow and debt service
capabilities in economic downturns. BMC recently increased its
revolving credit facility by $90 million to $215 million, a likely
harbinger of debt-financed acquisitions, adding leverage and
creating more integration risks.

Building Materials Holding Corp. ("BMC"), headquartered in Atlanta,
GA, is a supplier of lumber and building materials, trusses and
millwork, and construction services for the domestic residential
new construction sector primarily western United States and Texas.
Davidson Kempner Capital Management LLC and Robotti & Company,
through their respective funds, are the largest owners combined of
BMC. Annualized revenues on a pro forma basis inclusive of Stock
Building Supply Holdings, Inc. total approximately $2.7 billion.

The principal methodology used in this rating was Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


CAESARS ENTERTAINMENT: Hit With Another Suit Over Asset Shuffling
-----------------------------------------------------------------
Matt Jarzemsky and Joseph Checkler, writing for the Daily
Bankruptcy Review, reported that Caesars Entertainment Corp. was
hit with another lawsuit over its shuffling of assets before the
casino company put its main subsidiary into bankruptcy, this time
by a trustee for senior bondholders owed more than $6 billion.

According to the report, the suit, filed in federal court in New
York, is the latest in a long string of complaints against Caesars
over asset transfers it made before the bankruptcy filing, but the
first by the trustee for the senior bondholders -- some of whom
supported the restructuring.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CALIFORNIA COMMUNITY: Can Access Cash Collateral Until June 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized California Community Collaborative, Inc., to continue
using cash collateral collected from the real property until June
30, 2015, and to make adequate protection payments.

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

The Court will convene a hearing on June 24, 2015, at 10:00 a.m.,
to consider the Debtor's continued access to cash collateral.

The Debtor would use the cash collateral to pay administrative
expenses and operating expenses in the ordinary course of business.


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

                      About California Community

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

The hearing to consider approval of the amended disclosure
statement explaining the Debtor's reorganization plan originally
scheduled for June 10, 2015, has been rescheduled to June 24 at
10:00 a.m.

The plan promises to pay creditors in installments and allows the
owner to retain control of the company. The Debtor will sell or
refinance the real property, and net proceeds after payment of the
claims secured by the property will be used to pay in full all
allowed claims secured by the property and to fund distributions
under the Plan.


CLASSEN CROWN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Classen Crown Investments Inc
        4801 N. Classen, Ste 110
        Oklahoma City, OK 73118

Case No.: 15-12239

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 15, 2015

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

Debtor's Counsel: Charles C. Ward, Esq.
                  THE LAW OFFICE OF CHARLES C. WARD, PLLC
                  2525 NW Expressway, Suite 111
                  Oklahoma City, OK 73112
                  Tel: (405) 418-8447
                  Email: cward@charlescwardlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dashawn Hill, president.

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


CONTRAVIR PHARMACEUTICALS: Has $4.4M Net Loss in Fiscal Q3
----------------------------------------------------------
ContraVir Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $4.4 million on $nil of revenues for
the three months ended March 31, 2015, compared with a net loss of
$9.31 million on $nil of revenues for the same period in 2014.  The
Company's balance sheet at Mar. 31, 2015, showed $9.5 million in
total assets, $1.62 million in total liabilities, and a
stockholders' equity of $7.88 million.  A copy of the Form 10-Q is
available at http://is.gd/VYasD0

ContraVir is a biopharmaceutical company focused primarily on the
development of drugs to treat herpes zoster, or shingles, which is
an infection caused by the reactivation of varicella zoster virus
or VZV.

                           *     *     *

The Company's independent registered public accounting firm has
issued a report on our audited June 30, 2014 financial statements
that included an explanatory paragraph referring to its recurring
losses from operations and stockholder's deficit; and expressing
substantial doubt about the Company's ability to continue as a
going concern without additional capital becoming available.



COVERIS HOLDINGS: Moody's Affirms Caa2 Rating on 7.87% Unsec. Notes
-------------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 rating on the senior
unsecured notes due November 2019 of Coveris Holdings S.A.
(including the $155 million add-on). Moody's also affirmed the
company's B3 Corporate Family Rating, B3-PD Probability of Default
Rating and other instrument ratings. Other instrument ratings are
detailed below. The rating outlook remains stable.

The action follows the company's announcement that it would add-on
$155 million to its existing 7 7/8% senior unsecured notes due
November 2019. The proceeds from the additional notes will used to
finance two acquisitions and pay related fees and expenses. The
add-on senior notes are expected to have substantially the same
terms as the existing notes including the maturity date.

The following ratings are affirmed:

Coveris Holdings S.A.

  -- B3 Corporate Family Rating

  -- B3-PD probability of default

  -- All Senior Secured Term Loans due November 2019 B1, LGD2
     from LGD3

  -- $565 million (including $155 million add-on) 7.875% Senior
     Unsecured Notes due November 2019 Caa2, LGD5

  -- SGL-3 Speculative Grade Liquidity Rating

Coveris Holding Corp.

  -- $235 million 10% Senior Unsecured Notes due May 2018 Caa2,
     LGD5

The rating outlook is stable.

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

The B3 Corporate Family Rating reflects Coveris' reliance on
synergies to generate positive free cash flow, concentration of
sales and challenging competitive environment. The rating also
reflects the company's financial aggressiveness, primarily
commoditized product line and significant percentage of business
that is not under contract with cost pass-through provisions. The
company has a concentration of sales with customers and in cyclical
end markets. Additionally, Coveris operates in a competitive and
fragmented industry with strong price competition. Approximately
42% of business is not under contract with cost pass-through
provisions and is therefore subject to market pricing. The business
under contract has lengthy lags in contractual cost pass-through
provisions with many customers and lacks pass-throughs for costs
other than raw materials. Approximately, two-thirds of EBITDA is
from outside the US, but approximately two-thirds of interest
expense is in US dollars.

The rating is supported by the anticipated impact of realized and
projected synergies on operating results and adequate liquidity.
The rating is also supported by the concentration of sales to food
end markets, the significant percentage of business under long-term
contracts with raw material cost pass-through provisions and some
production of custom products. The company generates approximately
48% of proforma revenue from food end markets and has 58% of
business under long-term contracts with raw material cost
pass-through provisions. Coveris has long-standing relationships
with customers and has some geographic diversity. The company has
realized a significant amount of synergies and is expected to
continue to undertake various initiatives. Additionally, the
sponsor retains over $400 million in equity in the combined entity.
Coveris also has adequate liquidity for the rating horizon.

Coveris's SGL-3 liquidity rating reflects an expectation of weak
free cash flow offset by expected adequate availability on various
credit facilities over the next 12 months. Credit facilities
include a $110 million ABL at Coveris US and an aggregate of $175.0
million in total (equivalent) in European ABL facilities. All of
the facilities expire November 2018. Peak working capital occurs in
the first half of the calendar year. Term loan amortization is 1%
and the term loan does not have any financial covenants. The next
debt maturity is the $235 million 10.0% senior unsecured bonds due
June 2018. Most assets are fully encumbered by the secured debt
leaving little in the way of alternate liquidity.

The stable outlook reflects an expectation that the company will
successfully execute on its integration and operating plan and
generate positive free cash flow while maintaining adequate
liquidity. Coveris has little room for negative variance in its
operating results and will need to achieve projected operating
results to maintain the current rating and outlook.

The rating could be downgraded if there is deterioration in credit
metrics or the operating and competitive environment or if the
company fails to generate positive free cash flow. The rating could
also be downgraded if there is another significant acquisition or
dividend or Coveris fails to maintain adequate liquidity.
Specifically, the rating could be downgraded if free cash flow
remains negative, debt to EBITDA rises above 6.75 times and/or EBIT
interest coverage declines to below 1.0 time.

The rating could be upgraded if Coveris sustainably improved credit
metrics, maintained good liquidity and followed a less aggressive
financial policy. Any upgrade would be contingent upon stability in
the operating and competitive environment and the successful
integration of the merged entities. Specifically, Coveris could be
upgraded if debt to EBITDA declined to below 6.0 times, free cash
flow to debt improved to 4.5% or better and EBIT to interest
expense remained above 1.4 times.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Coveris Holdings SA headquartered in Spartanburg, SC manufactures
flexible and rigid plastic and paper packaging products. The
company's products include primary packaging (such as bags,
pouches, cups, lids and trays), films, laminates, sleeves and
labels. The company has two segments, flexible plastic and rigid
plastic, which are 73 % and 27% respectively of proforma revenue.
Proforma revenue was approximately $2.7 billion for the twelve
months ended March 31, 2015. Coveris is a portfolio company of Sun
Capital Partners.


DASEKE INC: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' corporate credit rating on Texas-based trucking and logistics
company Daseke Inc.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '4'
recovery rating on the company's $250 million senior term loan B
due 2022.  The '4' recovery rating indicates S&P's expectation for
average (30%-50%; lower end of the range) recovery in the event of
a payment default.

"Our ratings on Daseke reflect the company's participation in the
highly fragmented, cyclical, and capital-intensive trucking
industry. Daseke provides open-deck, specialty trucking services in
the U.S., Canada, and Mexico," said Standard & Poor's credit
analyst Michael Durand.  "Over the next couple years, we believe
that Daseke's trucking volumes will grow gradually, supported by
moderate U.S. economic growth.  Our ratings also reflect our
assessment of the company's steady earnings growth and our belief
that management's current financial policies for disciplined,
accretive acquisitions will result in credit measures that are
commensurate with our rating," said Mr. Durand.

The stable outlook reflects S&P's view that company will maintain
its leverage below 4x and its FFO-to-debt ratio above 20%,
consistent with S&P's expectations for the rating.

Although unlikely over the next 12 months, S&P could lower its
rating on the company if it were to make a large, debt-financed
acquisition, or if a poor operating performance caused its
FFO-to-debt ratio to approach 12% for a sustained period.

S&P could raise the rating if the company develops a stable track
record running its existing assets, along with its proposed
acquisitions, while maintaining or improving its operating
performance.  If the company is successfully able to operate while
maintaining a FFO-to-debt ratio of more than 25% and a
debt-to-EBITDA metric below 4x, S&P could raise the rating over the
next 12 months.



DAVE & BUSTER'S: S&P Affirms 'B+' CCR then Withdraws Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating on Dave & Buster's Entertainment
Inc., a Dallas-based restaurant and out-of-home entertainment
company.  The company continues to record good performance growth,
with nearly 10% same-store comparison and EBITDA margin expansion
for the first quarter ended May 3, 2015.

Subsequently, S&P withdrew all ratings on the company at the
issuer's request following the company's repayment of its term loan
B.  The outlook at the time of the withdrawal was stable.



DEALERTRACK TECHNOLOGIES: S&P Puts 'B+' CCR on CreditWatch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate credit
rating on Lake Success, N.Y.-based Dealertrack Technologies Inc. on
CreditWatch with positive implications.  S&P also placed its 'BB-'
issue-level ratings on the company's $575 million term loan due
2021 and $225 million revolving credit facility due 2019 on
CreditWatch with positive implications.

The CreditWatch placement follows Dealertrack's announcement that
it will be acquired by Cox Automotive Inc., a subsidiary of Cox
Enterprises Inc. (BBB/Negative/A-2).  Following the close of the
transaction, S&P will likely withdraw the corporate credit rating
on Dealertrack.

"We believe the acquisition of Dealertrack will expand Cox's
portfolio of automotive software solutions and will offer certain
cross-selling opportunities to capture market share," said Standard
& Poor's credit analyst Kenneth Fleming.



DELTEK INC: Moody's Rates 1st Lien Debt B1 & 2nd Lien Debt Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Deltek, Inc.'s
proposed new upsized first lien loan facilities and a Caa1 rating
to the company's proposed second lien facility. Moody's also
affirmed Deltek's B2 corporate family rating and B2-PD probability
of default rating. The proceeds from the issuance are being used to
refinance existing indebtedness as well as to fund a dividend to
shareholders. At closing, the company will have distributed
approximately $480 million to shareholders and effectively returned
the private equity owner's original equity investment. The outlook
is changed to negative from stable, reflecting Moody's view that
the company will have less flexibility to weather a downturn or
other deterioration of business performance or to make strategic
acquisitions.

The B2 rating is driven by Deltek's very high leverage levels and
aggressive financial policies of the private equity owners (as
highlighted by multiple dividend recapitalizations). Though
leverage is very high (estimated at over 7.5x, including Moody's
standard adjustment), free cash flow to debt is expected to trend
above 5% over the next 12 to 18 months. The entrenched position of
Deltek's software products in the government contractor market, and
its leading position as a software provider to numerous
professional services industries, including architecture and
engineering firms, accounting firms, ad agencies and consulting
firms are key factors that offset the high debt levels in
determining the rating. Portions of the non-government business are
cyclical however, and can experience fairly wide swings in revenue.
Absent additional debt financed acquisitions or dividends, leverage
is expected to trend below 7x over the next 12-18 months. Deltek is
acquisitive however, which could result in leverage remaining at
elevated levels.

The negative outlook reflects the increase in debt and the
resulting reduction in flexibility to weather a downturn or other
deterioration of business performance or to make strategic business
acquisitions. The ratings could face downward pressure if leverage
was expected to remain above 7x for an extended period of time, or
if free cash flow to debt were not expected to trend above 5%. The
outlook could be changed to stable if the company can continue to
demonstrate organic revenue and cash flow growth. Given the
aggressive financial policies of Deltek's private equity owners,
and the acquisition appetite of the company, an upgrade is unlikely
in the near term.

Liquidity is good based on a projected $30 million of cash on the
balance sheet at closing of the transaction, access to a $30
million revolver (projected to be undrawn at closing) and
expectations of continued healthy free cash flow.

Assignments:

Issuer: Deltek, Inc.

  -- Senior Secured 1st lien Bank Term and Revolving Credit
     Facilities, Assigned B1, LGD3,

  -- Senior Secured 2nd lien Bank Credit Facility, Assigned Caa1,
     LGD5

Outlook Actions:

Issuer: Deltek, Inc.

  -- Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Deltek, Inc.

  -- Probability of Default Rating, Affirmed B2-PD

  -- Corporate Family Rating, Affirmed B2

The principal methodology used in these ratings was Global Software
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Herndon, Virginia, Deltek is a producer of project
focused enterprise software for government contracting and
professional service end-markets. Deltek is owned by private equity
firm, Thoma Bravo and had approximately $442 million of revenue for
the last twelve months ended March 31, 2015.


ECLIPSE RESOURCES: Moody's Assigns 'B3' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Eclipse
Resources Corporation, including a B3 Corporate Family Rating and a
Caa1 rating to its proposed offering of $650 million of senior
unsecured notes due 2023. Moody's also assigned a SGL-3 Speculative
Grade Liquidity Rating to indicate Eclipse's adequate liquidity
through 2016. The proceeds from the proposed notes offering will be
used to repay the company's existing pay-in-kind senior unsecured
notes and to prefund capital expenditures. The rating outlook is
stable.

"Despite Eclipse's prime acreage position in the southern Utica
Shale and western Marcellus, improving operating performance and
adequate liquidity, the company will face considerable funding and
execution risk to achieve its longer term growth targets,"
commented Sajjad Alam, Moody's AVP-Analyst. "Moody's believes that
the company will outspend cash flow by over $400 million in 2015
and by another $300 million in 2016 in its quest to grow reserves
and production. To finance this funding gap, the company will use
proceeds from this note offering, but will also have to rely on
increases to its borrowing base or other forms of external capital,
especially if commodity prices weaken."

Rating Assignments:

  -- Corporate Family Rating, assign B3

  -- Probability of Default Rating, assign B3-PD

  -- $650 Million Senior Unsecured Notes due in 2023, assign
     Caa1 (LGD4)

  -- Speculative Grade Liquidity Rating, assign SGL-3

The B3 CFR reflects Eclipse's small scale, concentrated production
in the Utica and Marcellus Shale plays, and significant exposure to
natural gas (~68%). Additionally, the company's current growth
plans will require it to significantly outspend cash flow.
Eclipse's rating is additionally constrained by its weak cash
margins and leveraged full-cycle ratio caused by its exposure to
low natural gas prices. The company's rating is supported by its
attractive acreage position in the Utica and Marcellus Shales,
which will support future reserve and production growth. In
addition, the company has shown good execution on the operational
front and proven its willingness to use equity to finance its
development program as evidenced by the private placement equity
raise of $434 million in January 2015.

The Caa1 rating on the $650 million senior unsecured notes reflects
their subordinate position in Eclipse's capital structure. The
senior notes benefit from upstream guarantees from all material
subsidiaries, but are unsecured and contractually subordinated to
the credit facility's senior secured priority claim over the
company's assets. The face amount of the revolving credit facility
is $500 million, but availability is governed by a borrowing base
that is set at $125 million. The borrowing base and credit facility
likely will grow over time as reserve value increases.

Eclipse's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity through mid-2016. Pro-forma for the June 2015
bond issuance, Eclipse will have about $415 million of cash and $97
million of borrowing capacity under its $125 million committed
revolving credit facility at the close of the transaction. Although
the transaction provides the company with adequate capital to fund
its outspend of cash flow through mid-2016, we expect that the
company will outspend cash flow by over $300 million in 2016 based
on our commodity price assumptions. To finance this funding gap,
the company will have to rely on external financing. The revolving
credit facility expires in January 2018 and the borrowing base
redeterminations are conducted on a semiannual basis (April &
October). The credit facility contains financial covenants, which
require Eclipse to maintain a minimum current ratio of 1x and a
minimum interest coverage ratio of 2.5x. The company should remain
in compliance with these covenants, which were amended recently. We
believe some of Eclipse's acreage could be sold or placed into a
joint venture to raise additional liquidity, if necessary.

The stable outlook assumes Eclipse will successfully manage its
liquidity position while funding its development program. An
upgrade could be considered if the level of negative free cash flow
decreases substantially and the RCF to debt ratio can be maintained
above 20%. A downgrade is possible if total liquidity (cash plus
revolver availability) falls to less than $150 million.

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

Eclipse is a publicly traded exploration and production company
with operations in southeast Ohio. The company is headquartered in
State College, PA.


ECLIPSE RESOURCES: S&P Assigns 'B-' CCR, Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Pennsylvania-based Eclipse Resources Corp.  The
outlook is stable.

S&P assigned its 'CCC+' issue-level rating to the company's $650
million senior unsecured notes.  The recovery rating on this debt
is '5', reflecting S&P's expectation for modest recovery (10% to
30%, lower end of the range) in the event of a payment default.

"The ratings on Eclipse Resources Corp. reflect our assessment of
the company's 'vulnerable' business risk profile, its 'highly
leveraged' financial risk profile, and its 'adequate' liquidity, as
defined in our criteria," said Standard & Poor's credit analyst
Christine Besset.

These risk assessments incorporate the company's participation in
the capital-intensive and very cyclical E&P industry, its small
scale of oil and gas reserves and production and its limited
operating track record.  The ratings also reflect S&P's view of the
company's expected high debt leverage pro forma for the proposed
debt issuance at the end of the second quarter of 2015, and S&P's
expectation that the company will outspend cash flows for the next
couple of years.

The stable outlook reflects S&P's expectation that Eclipse will
maintain a sustainable capital structure and "adequate" liquidity
for the next 12 months, despite outspending cash flows.

S&P could lower the rating if it expected liquidity to deteriorate
or S&P believed that the capital structure would become
unsustainable, which would most likely result from
weaker-than-forecasted commodity prices or differentials or
higher-than-expected capital spending.

S&P could raise the ratings if the company grows reserves and
production to a level in line with 'B' rated peers, while
maintaining "adequate" liquidity and FFO to debt above 12%.



ENDEAVOUR INT'L: Needs Until Oct. 6 to File Plan
------------------------------------------------
Endeavour Operating Corporation, et al., filed a second motion
asking the U.S. Bankruptcy Court for the District of Delaware to
further extend until Oct. 6, 2015, their exclusive plan filing
period and until Dec. 4, 2015, their exclusive plan solicitation
period.

The Debtors tell the Court that since the First Exclusivity Order
was granted, they have diligently moved forward with the sale
process while continuing to explore alternatives for emerging from
Chapter 11, including the possibility of an alternative plan,
proposed with the support of certain key creditors.  The Debtors
seek a second extension of the exclusive periods to pursue the sale
transaction and to continue negotiations with the Ad Hoc Group of
First Priority Noteholders and the Ad Hoc Group of EEUK Term Loan
Lenders regarding the possibility of formulating a consensual plan
or other emergence alternatives, the Debtors' counsel, Rachel L.
Biblo, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, tells the Court.

The Debtors are less than a month in to the marketing process for
the sale transaction and expect to hold an auction on Aug. 11, and
a final sale hearing on Aug. 26, Ms. Biblo says.  Extension of the
exclusive perios will allow the Debtors to maintain control over
their Chapter 11 cases and pursue the sale transaction without the
distraction and expense of addressing competing plan proposals, Ms.
Biblo asserts.

The Debtors are also represented by Mark D. Collins, Esq., and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware; and Gary T. Holtzer, Esq., and Stephen A.
Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York.

                   About Endeavour International

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

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

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

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

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

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

                        *     *     *

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

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

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

On April 29, 2015, the Debtor announced that, as a result of recent
declines in oil and gas prices, the Company withdrew the proposed
Plan.


ENTRAVISION COMMUNICATIONS: S&P Raises Corp Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Santa Monica, Calif.-based
Spanish-language media company Entravision Communications Corp. to
'BB-' from 'B+'.  The rating outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $30 million senior secured revolving bank loan due 2018
and $375 million senior secured term loan B due 2020 to 'BB' from
'BB-'.  The recovery ratings on these loans remain at '2',
indicating S&P's expectation for substantial recovery (70%-90%;
lower half of the range) of principal in the event of a payment
default.

"The upgrade reflects Entravision's reduction of its
trailing-eight-quarter average debt to EBITDA to 4.1x as of March
31, 2015, from 4.4x a year earlier,through a combination of debt
repayment and EBITDA growth," said Standard & Poor's credit analyst
Jawad Hussain.  "We expect the company to maintain its balanced
financial policy and limit shareholder returns to about one-third
of free cash flow."  This would allow it to maintain leverage near
4x over the next one to two years--in line with S&P's "aggressive"
financial risk assessment.

The stable rating outlook reflects S&P's expectation that
Entravision's television and radio stations will continue
generating modest organic revenue and EBITDA growth, its
trailing-eight-quarter average debt to EBITDA will remain near 4x
over the next one to two years, and it will maintain "adequate"
liquidity.

S&P could lower the rating on Entravision if the company's
operating performance deteriorates, driving trailing-eight-quarter
average debt to EBITDA to above 4.5x on a sustained basis.  S&P
could also lower the rating if the company adopts a more aggressive
financial policy as a result of increased shareholder returns or
debt-financed acquisitions.

Although unlikely, S&P could raise the rating if the company
increases its size and scale through geographic and network
affiliation diversification while reducing its
trailing-eight-quarter average debt to EBITDA to below 3.5x on a
sustained basis.



EVPP LLC: Ohio Court Rules on Appeal in Eagle's View Rift
---------------------------------------------------------
The Court of Appeals of Ohio, 12th District, Butler County, ruled
on the appeal filed by the defendant-appellants in the case
captioned EAGLE'S VIEW PROFESSIONAL PARK CONDOMINIUM UNIT OWNERS
ASSOCIATION, INC., Plaintiff-Appellee, v. EVPP, LLC, et al.,
Defendants-Appellants, NO. CA2014-06-134 (Ohio Ct. App., 12 Dist.,
Butler County).

Defendant-appellants, EVP, LLC (EVPP) and Robert R. Rockenfield,
appealed multiple decisions from the Butler Bounty Court of Common
Pleas in favor of plaintiff-appellee, Eagle's View Professional
Park Condominium Unit Owner's Association, Inc. ("Association") and
intervenors-appellees, Michael Yoakum, Mark Schroder, Thomas
Sullivan, Michael White, Chris Eubank, Chris Boerger, and Doug
Rolfes (collectively, the "Purchasers").

First, appellants asserted the trial court erred in its July 26,
2013 order compelling them to comply with the Right to Sell
Agreement and close on the sales of properties which were ordered
foreclosed by virtue of an "Agreed Final Appealable Judgment/Order"
entered into by the Association and EVPP. The properties were sold
at an auction on December 8, 2012 and purchased by the Purchasers,
but EVPP refused to close on the sales.

The appellate court dismissed the appeal as it relates to the trial
court's July 26, 2013 order. It held that the order is not a final
appealable order, and accordingly, the appellate court is still
without jurisdiction to consider appellants' arguments related to
that order.

Additionally, appellants claimed the trial court erred in finding
Rockenfield in contempt for failing to abide by the July 26, 2013
order, ordering him to sign the deeds transferring the condominium
units, and ordering him to pay the related attorney fees of the
Association and Purchasers.

The appellate court affirmed the challenged decisions of the trial
court.  The appellate court found the appellant's arguments with
regards to the trial court's contempt finding are barred by res
judicata.  The order was the subject of the appellant's previous
appeal which was already dismissed with prejudice for failure to
prosecute.  This resulted in a final judgment on the merits as to
the contempt finding and appellants are barred from relitigating
the matter.

As to appellants' claim that the trial court erred in ordering
Rockenfield to pay attorney fees, the appellate court found that
appellants failed to elaborate or support with citations to
authority or the record how the trial court erred in awarding
attorney fees in this case.

A copy of the May 18, 2015 opinion is available at
http://is.gd/PXGwXvfrom Leagle.com.

Cuni, Ferguson & LeVay Co., L.P.A., Lisa M. Conn, 10655 Springfield
Pike, Cincinnati, Ohio 45215, for plaintiff-appellee.

Rex A. Wolfgang, 246 High Street, Hamilton, Ohio 45011, for
defendants-appellants, EVPP, LLC and Robert R. Rockenfield.

Graydon Head & Ritchey, LLP, J. Michael Debbeler --
mdebbeler@graydon.com -- Jeffrey J. Hanneken --
jhanneken@graydon.com -- 1900 Fifth Third Center, 511 Walnut
Street, Cincinnati, Ohio 45202, for Purchasers.

                         About EVPP, LLC

EVPP, LLC, fdba Eagle View Professional Park, in Mason, Ohio,
filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio Case No.
13-10005) on Jan. 2, 2013, in Cincinnati.  Bankruptcy Judge Burton
Perlman presided over the case.  Norman L. Slutsky, Esq. --
nslutsky@fuse.net -- at Slutsky & Slutsky Co. L P A, served as the
Debtor's counsel.  EVPP scheduled assets of $3,016,000 and
liabilities of $2,042,625.  A list of the Company's five unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ohsb13-10005.pdf The petition was
signed by Robert Rockenfield, sole member.

The Bankruptcy Court dismissed the bankruptcy petition finding it
was filed in bad faith.


FAMILY DOLLAR: Moody's Assigns 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew Family Dollar Stores Inc.'s Baa3
senior unsecured rating, assigned the company a Corporate Family
Rating at Ba2, and a probability of default rating at Ba2-PD.
Family Dollar's corporate family rating and probability of default
rating will be withdrawn subsequent to the closing of its merger
with Dollar Tree, Inc. (Ba2 Stable). After the closing of the
merger Family Dollar will be a wholly owned subsidiary of Dollar
Tree.

Additionally, Moody's downgraded the ratings of Family Dollar's
$300 million unsecured notes maturing 2021 to Ba1. The Family
Dollar legacy unsecured notes will be part of Dollar Tree Inc.'s
("Dollar Tree") capital structure and will be secured with Family
Dollar and Dollar Tree assets as per the current indenture after
the pending merger with Dollar Tree is closed. The outlook is
stable.

The downgrade follows the recent announcement by Dollar Tree that
it has entered into a definitive agreement pursuant to which Dollar
Tree will sell Sycamore Partners a divestiture package of 330
Family Dollar stores contingent on completion of Dollar Tree's
acquisition of Family Dollar. Although the acquisition and the
divestiture remain subject to final review by the FTC, Moody's
expects the acquisition to be approved as the planned divestiture
removes the last major hurdle to final regulatory approval. Closing
of the transaction is expected in July 2015.

Family Dollar's ratings were placed on review on July 28, 2014 and
this concludes our ratings review for the company.

The Ba2 Corporate Family Rating anticipates the closing of the
Family Dollar transaction and reflects the combined company's
credit profile with sizable scale and complementary business models
across fixed and multi-price points. Moody's views the dollar store
sector favorably and expects that it will continue to grow given
its low price points and convenient locations which will continue
to resonate with financially constrained consumers. Dollar Tree
stores are mostly suburban whereas Family Dollar stores are urban
and rural giving the combined company a complementary geographic
footprint with a broad assortment of merchandise. Ratings are also
supported by the combined company's very good liquidity. The
ratings also reflect the significant execution and integration
risks associated with the acquisition and the considerable
challenges associated with improving the weak operating performance
of Family Dollar. Dollar Tree management has vast experience in the
discount retailing space and has demonstrated its ability to
increase profitability and traffic while growing the overall store
base and therefore Moody's expects that operating performance of
the Family Dollar store base will improve as new management
implements strategies to streamline sourcing and procurement,
invest in price and optimize product offerings to improve traffic.
Operating efficiencies and strategic initiatives to minimize costs
are also expected to reduce expenses and improve cash flow
generation of the combined company. Therefore despite the proforma
credit metrics being weak at closing Moody's expects them to
improve significantly in the near to medium term - debt/EBITDA and
EBITA/interest including lease adjustments is expected to be below
5.0 times and about 3.0 times respectively within 18-24 months of
closing of the transaction.

The following ratings are withdrawn:

  -- Senior Unsecured rating at Baa3 (review for downgrade)

The following ratings are assigned and will be withdrawn at
closing:

  -- Corporate Family Rating at Ba2

  -- Probability of Default Rating at Ba2-PD

  -- The following ratings are downgraded

  -- $300 million notes due 2021 at Ba1 (LGD 3) from Baa3 (review
     for downgrade)

The stable outlook incorporates Moody's expectation that the
integration of the acquired Family Dollar operations and store base
will be smooth and without any major issues that result in a
negative impact on the operating performance of the combined
entity. The stable outlook also incorporates Moody's expectation
that the company's credit metrics will demonstrate consistent and
sustained improvement through increased EBITDA generation and debt
prepayments.

A ratings upgrade will require sustained positive same store sales
growth, debt/EBITDA approaching 4.0 times, EBITA/interest sustained
above 3.25 times, and very good liquidity.

Ratings could be downgraded if debt/EBITDA is sustained above 4.75
times and EBITA/interest is sustained below 2.5 times. Ratings
could also be downgraded if liquidity deteriorates or if the
integration of the acquired Family Dollar stores does not result in
expected synergies and improvement in overall profitability of the
combined company.

Combined with Dollar Tree Inc. the company will have about thirteen
thousand stores all across the U.S. and 205 stores in Canada under
the Family Dollar, Dollar Tree, Dollar Tree Canada and Deals
banners. Proforma revenues of the combined companies will be about
$19 billion.

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


GRIDWAY ENERGY: Seeks Oct. 31 Extension of Plan Filing Date
-----------------------------------------------------------
Gridway Energy Holdings, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to further extend their exclusive periods
to file a Chapter 11 plan and to solicit acceptances of the plans
through and including Oct. 13, 2015, and Dec. 10, 2015.

According to Joseph M. Barry, Esq., at Young Conaway Stargaat &
Taylor, LLP, in Wilmington, Delaware, pursuant to Section 1121(d)
of the Bankruptcy Code, this is the Debtors' fifth and final
request for an extension of the exclusive periods.

The Debtors believe that, in light of the progress that they have
made in the Chapter 11 cases, which includes but is not limited to
performing the requisite tasks under a transition services
agreement until the occurrence of the Asset Transfer Closing Date,
it is reasonable to request additional time to proceed with an
orderly wind-down of the Debtors' businesses and the Chapter 11
cases.

The Debtors are also represented by Joseph M. Barry, Esq., and
Travis G. Buchanan, Esq., at at Young Conaway Stargaat & Taylor,
LLP, in Wilmington, Delaware.

                       About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural gas
in markets that have been restructured to permit retail competition
-- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead
Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni Management
Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq., and
Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B.
Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group
LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


HEALTH DIAGNOSTIC: Court Issues Joint Administration Order
----------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, issued an order
directing joint administration of the Chapter 11 cases of Health
Diagnostic Laboratory, Inc., Central Medical Laboratory, LLC, and
Integrated Health Leaders, LLC, under Case No. 15-32919.

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million.  The petitions were signed by Martin
McGahan, chief restructuring officer.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  Alvarez & Marsal is the
Debtors' financial advisor.  Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.

Banking & Trust Company and BB&T Equipment Finance Corporation, two
of the Debtors' prepetition lenders, are represented b Richard E.
Hagerty, Esq., and Thomas E. duB. Fauls, Esq., at Troutman Sanders,
LLP.


HEALTH DIAGNOSTIC: Employs ALCS as Claims and Noticing Agent
------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, authorized Health
Diagnostic Laboratory, Inc., et al., to employ American Legal
Claims Services, LLC, as their claims, noticing and balloting
agent.

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million.  The petitions were signed by Martin
McGahan, chief restructuring officer.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  Alvarez & Marsal is the
Debtors' financial advisor.  Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.

Banking & Trust Company and BB&T Equipment Finance Corporation, two
of the Debtors' prepetition lenders, are represented b Richard E.
Hagerty, Esq., and Thomas E. duB. Fauls, Esq., at Troutman Sanders,
LLP.


HEALTH DIAGNOSTIC: Has Until July 21 to File Schedules
------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, extended through
and including July 21, 2015, the time by which Health Diagnostic
Laboratory, Inc., et al., must file their schedules of assets and
liabilities and statements of financial affairs.

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million.  The petitions were signed by Martin
McGahan, chief restructuring officer.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  Alvarez & Marsal is the
Debtors' financial advisor.  Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.

Banking & Trust Company and BB&T Equipment Finance Corporation, two
of the Debtors' prepetition lenders, are represented b Richard E.
Hagerty, Esq., and Thomas E. duB. Fauls, Esq., at Troutman Sanders,
LLP.


HEALTH DIAGNOSTIC: June 30 Final Cash Collateral Hearing
--------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, gave Health
Diagnostic Laboratory, Inc., et al., interim authority to use cash
collateral securing their prepetition indebtedness from Branch
Banking & Trust Company and BB&T Equipment Finance Corporation.

As previously reported by The Troubled Company Reporter, HDL Inc.
is the borrower under three loan facilities with BB&T.  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, $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.

The final hearing on the motion is scheduled on June 30, 2015, at
11:00 A.M. (prevailing Eastern Time).  Objections must be submitted
on or before June 24.

A full-text copy of the Interim Cash Collateral Order with Budget
is available at http://bankrupt.com/misc/HEALTHcashcol0610.pdf

Counsel for BB&T and BB&T Equipment Finance:

         Richard E. Hagerty, Esq.
         TROUTMAN SANDERS, LLP
         1850 Towers Crescent Plaza, Suite 500
         Tysons Corner, VA 22182
         Email: richard.hagerty@troutmansanders.com

            -- and --

          Thomas E. duB. Fauls, Esq.
          TROUTMAN SANDERS, LLP
          1001 Haxall Point
          Richmond, VA 23219
          Email: ted.fauls@troutmansanders.com

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million.  The petitions were signed by Martin
McGahan, chief restructuring officer.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  Alvarez & Marsal is the
Debtors' financial advisor.  Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.


HEALTHSOUTH CORP: Moody's Affirms Ba3 CFR, Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of HealthSouth
Corporation, including the Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating. The rating outlook was changed to
negative from stable. The rating action follows the announcement
that HealthSouth has entered into a definitive agreement to acquire
the operations of Reliant Hospital Partners, LLC and affiliated
entities for $730 million. Reliant operates 11 inpatient
rehabilitation hospitals and three inpatient satellite locations.

"HealthSouth's acquisition of Reliant will increase leverage and
delay the improvement in credit metrics that Moody's expected
following its debt financed acquisition of Encompass Home Health
and Hospice that closed December 31, 2014," said Dean Diaz, a
Senior Vice President at Moody's. "While we expect that HealthSouth
can easily integrate Reliant's inpatient rehabilitation operations,
the acquisition evidences a more aggressive appetite for growth
through debt funded acquisitions," continued Diaz.

The following ratings were affirmed.

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3-PD

  -- Senior secured credit facilities at Baa3 (LGD 1)

  -- Senior unsecured notes at Ba3 (LGD 4)

  -- Senior unsecured shelf at (P)Ba3

  -- Speculative Grade Liquidity Rating at SGL-1

While Moody's affirmed HealthSouth's ratings, the financing
alternatives available to fund the acquisition could impact the
ratings on the company's debt instruments. More specifically, it
will not take a significant increase in the proportion of senior
secured debt in the capital structure to result in a downgrade of
the Ba3 (LGD 4) instrument rating on HealthSouth's senior unsecured
notes.

HealthSouth's Ba3 Corporate Family Rating reflects the company's
moderately high leverage and strong interest coverage. Moody's
expects that healthy cash flow will allow the company to reduce
leverage following the Encompass and Reliant acquisitions and
continue to invest in growing its inpatient rehabilitation
business. Moody's also acknowledges that HealthSouth's considerable
scale in the inpatient rehabilitation sector and geographic
diversification should allow the company to adjust to or mitigate
payment reductions more easily than many other inpatient
rehabilitation providers. Further, while the acquisition of
Encompass did not reduce HealthSouth's reliance on the Medicare
program for a significant portion of revenue, it diversified the
company's offerings across the post-acute continuum of care by
adding home health and hospice services.

The negative outlook incorporates Moody's belief that the two
recent large debt-financed acquisitions reflect management's
willingness to operate with higher leverage as well as a more
aggressive appetite to use acquisitions to fuel growth. Further, in
Moody's view, the increase in debt and weaker credit metrics
resulting from these leveraging transactions reduces HealthSouth's
cushion to absorb negative events at the current rating level.

If Moody's expects debt to EBITDA to be sustained above 4.0 times,
either through unforeseen adverse developments in Medicare
reimbursement, a significant debt financed acquisition, an
increased appetite for debt financed shareholder initiatives, or
deterioration in operating performance, the ratings could be
downgraded.

Given the recent increase in leverage, Moody's does not anticipate
an upgrade in the near term. However, the ratings could be upgraded
if HealthSouth can sustain debt to EBITDA below 3.0 times and EBITA
to interest above 3.5 times. Also, the company would need to remain
disciplined in regards to acquisitions and shareholder returns and
their impact on credit metrics. Finally, Moody's would need to gain
comfort around the company's high exposure to Medicare and the
potential for negative reimbursement changes prior to a ratings
upgrade.

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

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(HealthSouth) is the largest operator of inpatient rehabilitation
facilities (IRFs), as well as a provider of home health and hospice
services. The company recognized over $2.5 billion in revenue for
the twelve months ended March 31, 2015.


HOLDER GROUP: Judge Beesley Terminates Automatic Stay
-----------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada terminated the automatic stay as to The Holder
Group Sundance LLC and its bankruptcy estate, and secured creditor,
Plumas Bank, may enforce all of its remedies under applicable
non-bankruptcy law, including, without, limitation to foreclosure
upon and obtain possession of all collateral property in accordance
with applicable nonbankruptcy law, but may not pursue a deficiency
claim against the Debtor or property of the estate except by filing
a proof of claim.

Judge Beesley also granted Nevada State Bank relief from and
terminating the automatic stay.

According to court documents, the Debtor's monthly payment to
Plumas Bank in the amount of $38,950 was due on May 10, 2015, with
a 15-day grace period expired on May 25, 2015.  The Debtor's check
received by Plumas Bank on May 22 was not honored due to
insufficient funds.

               About The Holder Group Sundance

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

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


HOME CASUAL: Factories Granted Standing to Prosecute
----------------------------------------------------
Bankruptcy Judge Robert D. Martin granted a motion for certain
factories to prosecute claims of the estate in the case captioned
In the Matter of: Home Casual LLC, (Chapter 7) Debtor, CASE NO.
13-11475 (Bankr. W.D. Wis.).

Creditors Zhejiang Hemei Leisure Products Co., Ltd., Hangzhou Volly
Garden Furniture Co., Ltd. and Hangzhou King-Rex Furniture Industry
Co., Ltd. -- the "factories" -- filed an adversary proceeding
against Erin Corning and Kendra Farley, the children of Don
Corning, who is the president and 50% owner of debtor Home Casual
LLC. The factories then filed a motion for an order granting
standing to prosecute, on behalf of the debtor's bankruptcy estate,
preference and fraudulent transfer claims against Kendra and Erin
for salaries received from the debtor during September 2011 to
March 29, 2013 totaling about $470,000.

Judge Martin found that the claims of the factories were colorable
and that the trustee's decision to decline the pursuit of these
colorable claims was not technically "justified" in the manner
which would preclude granting derivative standing to the factories.
He concluded that granting standing merely extends the estate's
potential for recovery which is beneficial to all the creditors.

A copy of the May 19, 2015 memorandum decision is available at
http://is.gd/R6JiU0from Leagle.com.

                       About Home Casual LLC

Home Casual LLC filed a chapter 11 bankruptcy (Bankr. W.D. Wis.
Case No. 13-11475) on March 29, 2013.  Bankruptcy Judge Robert D.
Martin presided over the case.  J. David Krekeler, Esq., at
Krekeler Strother, S.C., served as counsel to the Debtor.  In its
petition, the Debtor estimated $1 million to $10 million in assets,
and $10 million to $50 million in liabilities.  A list of its 16
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/wiwb13-11475.pdf The petition
was signed by Donald D. Corning.

The Debtor's case was immediately converted to chapter 7.


HUDSON'S BAY: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
long-term corporate credit rating and all issue-level ratings on
Hudson's Bay Co. (HBC) on CreditWatch with negative implications
after the company announced an agreement to acquire Germany's
Kaufhof and Belgium's Inno department store chains from Metro AG
for C$3.4 billion.  The company plans to finance the acquisition
with a US$3.25 billion term loan B, although proceeds from an
anticipated real estate monetization will likely fund a significant
portion of the acquisition.

"The CreditWatch placement reflects our opinion that this
transaction will weaken HBC's financial risk profile by increasing
fully adjusted debt leverage, although the company's asset coverage
remains solid as demonstrated by the proposed real estate
monetization and the joint ventures' potential equity issuance,"
said Standard & Poor's credit analyst Donald Marleau.  Modest
improvements in S&P's assessment of the company's competitive
advantage and diversity are constrained by the persistently
difficult profitability that characterizes the mature department
store industry in North America and Europe.

Giving effect for the proposed acquisition of Kaufhof and the
subsequent monetization of the real estate joint ventures with
Simon Property Group and RioCan Real Estate Investment Trust, S&P
estimates that HBC's fully adjusted debt leverage would increase at
least two turns of EBITDA.  That said, this higher leverage is
driven by a large capitalized operating-lease obligation
adjustment, which is heavily influenced by market rents HBC will
pay to the real estate joint ventures.  As such, S&P estimates that
EBITDA interest coverage would remain above 2x, which should allow
the retailer to preserve steady credit measures over the next two
years along with neutral free operating cash flow. Considering the
limited opportunity for synergies from the Kaufhof acquisition and
S&P's expectations for modest free operating cash flow, real estate
monetization would be important to reducing debt and protecting
credit quality.

S&P will resolve the CreditWatch when it becomes clear that HBC
will close the acquisition and subsequent real estate transactions.
If the company completes the real estate joint ventures and equity
issuance as proposed, S&P would likely affirm the corporate credit
rating, notwithstanding high fully adjusted leverage that would
rely on EBITDA interest flow coverage above 2x amid difficult
market conditions to preserve stable credit measures.  S&P could
lower the rating one notch if HBC fails to complete the real estate
monetization and associated equity in a timely manner, which S&P
believes could leave the company with a large funded debt load and
prospective EBITDA interest coverage below 2x.



HUGHES SATELLITE: S&P Raises Rating on Sr. Unsecured Notes to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
U.S. satellite services provider Hughes Satellite Systems Corp.'s
senior unsecured notes to 'BB-' from 'B+' and revised the recovery
rating to '4' from '5'.  The '4' recovery rating indicates S&P's
expectation for average (30%-50%; upper half of the range) recovery
for noteholders in the event of a payment default.

S&P revised the recovery rating based on the company's partial
redemption of its $1.1 billion 6.5% senior secured notes due 2019.
The company funded the $110 million redemption with cash on hand,
subsequently lowering the amount of secured debt outstanding and
improving the recovery prospects for the unsecured debt.

The issue-level rating on the company's senior secured notes
remains 'BB+' with a recovery rating of '1'.  The '1' recovery
rating indicates S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.

The 'BB-' corporate credit rating on Hughes is unchanged and the
outlook remains stable.  S&P's outlook reflects its expectation for
mid- to high-single-digit revenue growth over the next few years,
driven by the company's satellite-broadband segment. However, S&P
do not expect the company to materially improve its credit metrics
in the near term due to its elevated level of capital spending.

RATINGS LIST

Hughes Satellite Systems Corp.
Corporate Credit Rating        BB-/Stable/--

Upgraded; Recovery Rating Revised
                                To             From
Hughes Satellite Systems Corp.
Senior Unsecured Notes         BB-            B+
  Recovery Rating               4H             5H



ION GEOPHYSICAL: S&P Lowers CCR to 'CCC', Outlook Developing
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on ION Geophysical Corp. to 'CCC' from 'B-'.  The outlook is
developing.  At the same time, S&P lowered the issue-level rating
on the company's outstanding second-lien notes to 'CCC' from 'B-'.
The recovery rating on these notes remains '4', reflecting S&P's
expectation of average (higher half of the 30% to 50% range)
recovery to creditors in the event of a payment default.

"The downgrade reflects our expectation that market conditions in
the oilfield services sector will remain challenging as a result of
the drop in oil and natural gas prices and lower capital spending
by E&P companies," said Standard & Poor's credit analyst David
Lagasse.

The highly volatile seismic sector is facing weaker market
conditions than originally anticipated as E&P companies cut back on
their capital spending, as spending on seismic data and processing
is relatively discretionary.  The company reported significantly
weaker-than-anticipated first quarter revenues and earnings.

In addition, ION's liquidity has deteriorated.  S&P revised the
company's liquidity to "less than adequate" from "adequate" as a
result of the company's expected negative free cash flow, lower
available amount under its credit facility (approximately $43
million and subject to monthly revisions), and a potential
litigation settlement.

The developing outlook reflects the possibility that S&P could
lower or raise the rating based on the improvement or deterioration
of the company's liquidity profile.  Liquidity will depend on the
company's cash generation from operations, access to its credit
facility, and the outcome of its pending lawsuit.

S&P could lower the rating if it expected liquidity to deteriorate
further, which would most likely occur if the borrowing base amount
available under the company's credit facility is reduced.

S&P could revise the outlook to stable if liquidity improved, which
would most likely be due to improved operating performance and a
successful outcome of the pending lawsuit.



JELD-WEN INC: S&P Revises Outlook to Stable & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Charlotte, N.C.-based JELD-WEN Inc. to stable from positive.  At
the same time, S&P affirmed its 'B' corporate credit rating on the
company.

In addition, S&P assigned its 'B' issue-level rating to the $480
incremental term loan tranche and affirmed its 'B' issue-level
rating (the same as the corporate credit rating) on the company's
existing $775 million secured term loan.  The total loan will be
upsized to approximately $1.253 billion, with a $773 million
tranche maturing in 2021 and a $480 million tranche maturing in
2022) with a recovery rating of '3'.  The '3' recovery rating
reflects S&P's expectation of meaningful (50% to 70%; at the lower
end of the range) recovery to lenders in the event of a default.

"The outlook revision reflects our assessment of the increase in
debt-to-EBITDA leverage to slightly more than 5x (based on the
projected trailing-12-months EBITDA on June 27, 2015, including our
adjustments for operating leases and postretirement obligations)
due to the proposed incremental debt of $480 million, to be used
primarily to fund a distribution to shareholders," said Standard &
Poor's credit analyst Thomas Nadramia.  "We expect that JELD-WEN
will continue to increase its EBITDA over the next several quarters
because of the full realization of cost-cutting measures undertaken
in 2014 and slow growth in U.S. housing starts and repair and
remodeling spending in the U.S., which drive JELD-WEN's sales of
doors and windows.  Industrywide pricing for doors and windows has
also increased over the past year, driving further EBITDA
improvement," he added.

As a result, S&P thinks JELD-WEN has the potential to reduce
leverage to about 4.5x by the end of 2015 and to 4x or lower by the
end of 2016.  However, given the company's majority ownership by
private equity firm Onex Partners (and certain of its affiliates)
and the proposed debt-financed distribution, S&P's ratings and
outlook reflect its view of the company's "highly leveraged"
financial risk profile, which assumes the risk of further
leveraging events as per S&P's criteria for firms owned by
financial sponsors.

The stable outlook reflects S&P's view that although JELD-WEN is
likely to continue to improve its EBITDA enough over the next two
years to reduce adjusted debt leverage to about 4.5x by the end of
this year (from the 5.3x level pro forma for the proposed
transaction) and to about 4x or lower by the end of 2016, S&P
expects the company will maintain the current highly leveraged
financial risk profile based on its majority ownership by a
financial sponsor, which assumes the risk of a further leveraging
event such as additional debt-financed distributions.

Given S&P's outlook for strengthening residential construction
markets and expectations for improved EBITDA performance by
JELD-WEN, it views a downgrade as unlikely within the next year.

S&P could raise its rating if JELD-WEN achieves its target EBITDA
levels and reduces adjusted debt leverage to levels consistent with
an "aggressive" financial risk profile; that is, debt leverage of
4x to 5x.  However, an upgrade would require the company's majority
owners to commit to maintaining a more conservative financial
policy such that debt leverage would not exceed 5x.  S&P could also
raise our rating if leverage were reduced and/or the financial
sponsor's ownership decreased to below 40%, via an initial public
offering or sale.



JTS LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JTS, LLC
        3300 Denali Street
        Anchorage, AK 99503

Case No.: 15-00167

Type of Business: Retail tire sales and automobile maintenance and

                  repair

Chapter 11 Petition Date: June 15, 2015

Court: United States Bankruptcy Court
       District of Alaska (Anchorage)

Debtor's Counsel: David H. Bundy, Esq.
                  DAVID H. BUNDY, PC
                  310 K Street, Suite 200
                  Anchorage, AK 99501
                  Tel: (907)248-8431
                  Fax: (907)248-8434
                  Email: dhb@alaska.net

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Kelly P. Gaede, managing member.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
H Watt & Scott Inc.                 Construction       $400,000
c/o David Freeman, Esq.                Claim
701 West 8th Avenue
Suite 700
Anchorage, AK 99501

Cooper Tire & Rubber Company          Inventory        $200,970

Tireco, Inc.                          Inventory        $147,888

Solo, LLC                             Lease and        $145,000
                                     Legal Fees

Maxxis International USA              Inventory        $140,364

Emerald Alaska Inc.                   Recycling        $114,565

NAPA-Alaskan Auto, Inc.              Trade Debt        $102,500

Ultra Wheel Company                   Inventory         $61,146

Walsh Sheppard                       Trade Debt         $47,171

IPFS Corporation                     Insurance          $25,000
                                     Financing

Factory Motor Parts Company           Inventory         $22,163

Carquest                              Inventory         $20,000

Inlet Petroleum Company               Trade Debt        $18,061

Seven C/Chambers                     Legal Fees         $17,910

Mohawk Rubber Sales                   Trade Debt        $13,030

Enstar                             Utility Service      $12,245

Lynden Transport                      Trade Debt        $10,689

Municipal Light & Power                Utility           $8,171

GCI                                    Utility           $8,000

Matanuska Electric Assoc               Utility           $6,062


KIOR INC: Obtains Court Confirmation of Ch. 11 Plan
---------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on June 9, 2015, entered an order confirming
KiOR, Inc.'s Second Amended Chapter 11 Plan of Reorganization,
after determining that the plan satisfies the confirmation
requirements under Section 1129 of the Bankruptcy Code.

Consistent with the Court's ruling on the record at the
Confirmation Hearing, the Debtor filed (1) an amended version of
the Liquidating Trust Agreement; and (2) an amended version of the
Series A Preferred Stock Purchase Agreement, which documents are
Plan Supplements.

The Plan Confirmation Order overruled objections to the Plan,
including the objection raised by the Mississippi Development
Authority and Robert C. Dalton.  The MDA complained that despite
the substantial concessions in the Plan Modification, the Plan
remained unconfirmable for at least two reasons: (1) the Debtor
does not have a legitimately impaired non-insider accepting class;
and (2) the Plan is not feasible as the Debtor has showed that it
has no financing beyond 12 months, no projections of revenues, and
no credible business strategy.  Mr. Dalton, who purported to be a
holder of an administrative claim, complained, among other things,
that the Plan does not provide for an adequate means to exit
Chapter 11 bankruptcy because the technical merits of the Plan does
not address the technical engineering of the bio-oil to make
commercial viable products.

Kurt F. Gwynne, Esq. -- kgwynne@reedsmith.com -- a partner of Reed
Smith LLP, in Wilmington, Delaware, filed a declaration stating
that pursuant to the Plan, if approved, he will be appointed as
trustee for the Liquidating Trust established on the Effective
Date.  The Liquidating Trustee will have the sole discretion on
behalf of the Liquidating Trust to evaluate and determine strategy
with respect to the Vested Causes of Action, and to litigate,
settle, transfer, release or abandon and/or compromise in any
manner any and all Vested Causes of Action on behalf of the
Liquidating Trust.  The Plan, as amended, provides that the
Liquidating Trust Assets include cash in the amount of $400,000.
Mr. Gwynne said $400,000 will be sufficient to adequately
investigate and administer any Vested Causes of Action.

                          About KiOR Inc.

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

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

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

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

Pasadena Investments, LLC, as administrative agent for a Consortium
of lenders, committed to provide up to $15 million in postpetition
financing.  The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.

The MDA is represented by Dennis A. Meloro, Esq., at Greenberg
Traurig LLP, in Wilmington, Delaware; David B. Kurzweil, Esq., and
R. Kyle Woods, Esq., at Greenberg Traurig LLP, in Atlanta, Georgia;
Shari L. Heyen, Esq., at Greenberg Traurig LLP, in Houston, Texas;
and Douglas C. Noble, Esq., and William M. Quin II, Esq., at
McCraney Montagnet Quin & Noble, PLLC, in Ridgeland, Mississippi.

Leidos Engineering is represented by Mark Minuti, Esq., at Saul
Ewing LLP, in Wilmington, Delaware; Monique Bair DiSabatino, Esq.,
at at Saul Ewing LLP, in Philadelphia, Pennsylvania; and Christine
E. Baur, Esq., and Kathryn T. Anderson, Esq., at Law Office of
Christine E. Baur, in San Diego, California.

The Securities Class Action Lead Plaintiffs are represented by
Laurence M. Rosen, Esq., and Phillip Kim, Esq., at The Rosen Law
Firm, P.A., in New York; and Adam M. Apton, Esq., and Nicholas I.
Porritt, Esq., at Levi & Korsinsky LLP, in Washington, D.C.

The Debtors' attorneys can be reached at:

         John H. Knight, Esq.
         Michael J. Merchant, Esq.
         Amanda R. Steele, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         920 N. King Street
         Wilmington, DE 19801
         Telephone: 302-651-7700
         Facsimile: 302-651-7701

               - and -

         Mark W. Wege, Esq.
         Edward L. Ripley, Esq.
         Eric M. English, Esq.
         KING & SPALDING, LLP
         1100 Louisiana, Suite 4000
         Houston, TX 77002
         Telephone: 713-751-3200
         Facsimile: 713-751-3290


LHP HOSPITAL: S&P Affirms 'B-' CCR & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Plano, Texas–based acute-care hospital operator
LHP Hospital Group Inc. (LHP) and revised its rating outlook to
positive from stable.

At the same time, S&P affirmed its 'B-' issue-level rating on LHP's
senior secured debt.  The recovery rating on this debt remains '4',
indicating S&P's expectations for average (30% to 50%, at the high
end of the range) recovery in the event of payment default.

"The outlook revision follows better-than expected operating
results in the first quarter of 2015," said Standard & Poor's
credit analyst Shannan Murphy.  These stronger-than-anticipated
operating trends, combined with LHP's inclusion in a hospital
subsidy program in Texas that S&P expects to result in an
approximately $10 million favorable impact to 2015 EBITDA, gives
S&P greater confidence that cash flow will be about breakeven in
2015, and 2016 free operating cash flow is likely to be positive.

At March 31, leverage was about 5.1x. Based on our EBITDA growth
expectations, S&P believes leverage could decline below 5x this
year.  However, S&P believes LHP will seek to grow its portfolio
through targeted acquisitions, which S&P believes will likely
result in leverage averaging around current levels over time.  For
this reason, S&P continues to assess LHP's financial risk profile
as "highly leveraged".  Despite S&P's expectations for higher
EBITDA in 2015, it believes 2015 cash flow will be only about
breakeven, in part due to capital spending on planned expansion
projects.  However, S&P thinks that cash flow could be positive in
2016, notwithstanding our expectation that capital spending will
remain elevated for another year due to further expansionary and
information technology-related projects.

S&P's positive rating outlook on LHP reflects S&P's view that
improving EBITDA in 2015 is likely to result in break-even free
cash flow this year, and about $10 million in positive free cash
flow in 2016.  In S&P's view, these measures would result in a
credit profile that S&P would view as more similar to 'B', as
opposed to 'B-', rated peers.  However, given the acquisitive
nature of the company's business model and LHP's limited track
record in generating positive free cash flow, S&P sees some risk to
the company achieving our base-case forecast.

S&P could revise the outlook back to stable if LHP is unable to
achieve its forecasts, resulting in higher-than-expected cash flow
deficits in 2015 and projected cash flow deficits in 2016.  In
S&P's view, a meaningful increase in interest expense from
incremental debt issuance, if not offset by EBITDA from
acquisitions, could also result in further cash flow deficits that
might cause S&P to revise its outlook.

S&P could raise the rating if it gains greater confidence that LHP
is on track to generate positive discretionary cash flow in 2016.
Under this scenario, S&P would be likely to view credit quality as
more consistent with 'B' versus 'B-' rated peers.  This would
likely require S&P to see a few more quarters of improving
performance trends.  At the same time, S&P would also need to be
confident that the company's acquisition strategy was unlikely to
result in meaningfully weaker credit metrics.



MAINEGENERAL MEDICAL: Moody's Lowers Serie 2011 Bond Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service downgrades MaineGeneral Medical Center's
bond rating to Ba2 from Ba1. This action affects approximately $280
million of the Series 2011 revenue bonds issued by the Maine Health
& Higher Educational Facilities Authority. The outlook remains
negative.

The downgrade to Ba2 reflects the material unexpected decline in
cash, minimal headroom under financial covenants, very high
leverage, and continued weak financial performance through 9 months
of FY 2015 which, while improved, is moderate relative to high debt
service. Mitigating factors include early indications of operating
improvement, limited capital needs with the opening of a
replacement hospital, and a leading market position.

The negative outlook reflects uncertainty related to the
collectability of receivables and ability to restore cash to
expected higher levels, narrow headroom under financial covenants
which could be further impacted by a possible receivables write
off, and absence of longer track record of improved operating
margins.

What could make the rating go Up:

- Material and sustained improvement in operating margins

- Sizable increase in absolute cash and investments

- Deleveraging of the balance sheet

What could make the rating go Down:

- Further decline in liquidity or inability to collect
   receivables

- Any violation of bond or term loan covenants

- Failure to improve operating margins as reported through 9
   months

- New incremental leverage

MaineGeneral Health is comprised of two campuses; MaineGeneral
Medical Center's Alfond Center for Health which provides inpatient
and outpatient services and the Thayer Center for Health in
Waterville, which provides outpatient care and a 24/7 Emergency
Department. MaineGeneral also operates home care and community
mental health services, long-term care facilities, physician
practices, and senior housing through its subsidiaries.

Bonds are secured by a pledge of gross receipts of the Obligated
Group, a mortgage lien on the main campus, and a debt service
reserve fund. As additional security, there is a surety bond for
$15 million secured by the Harold Alfond Foundation. The Obligated
Group includes MaineGeneral Health, MaineGeneral Medical Center,
MaineGeneral Health Associates, HealthReach Network, MaineGeneral
Rehabilitation and Nursing Care, and MaineGeneral Retirement
Community. The Obligated Group makes up approximately 100% of the
total system's revenues and 100% of the system's total assets.

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


MARCO CANTU: 5th Circuit Affirms District Court Ruling
------------------------------------------------------
The United States Court of Appeals Fifth Circuit affirmed the
ruling of the district court in the case captioned In the Matter
of: MARCO A. CANTU; ROXANNE CANTU, Debtors. MARCO A. CANTU; ROXANNE
CANTU, Appellants, v. GEORGE W. STONE, Appellee, NO.
14-40762 (5th Cir.).

Debtors Marco and Roxanne Cantu filed a lawsuit in state court
against George Stone for misconduct that occurred during the
pendency of the Cantus' chapter 11 case. They had previously hired
Stone to perform accounting services in connection with their
bankruptcy.

Stone filed a motion for summary judgment arguing that the Cantus
lacked standing because the causes of action belonged to the
estate. The bankruptcy court agreed with Stone and dismissed the
Cantus' suit. The district court affirmed. On appeal, the Cantus
challenged the dismissal of the adversary proceeding they brought
against Stone.

The 5th Circuit appellate court affirmed the district court. It
held that because the causes of action against Stone accrued prior
to the conversion of the chapter 11 reorganization to a chapter 7
liquidation, these therefore belong to the estate rather than the
Cantus.

A copy of the May 20, 2015 ruling is available at
http://is.gd/S8b659from Leagle.com.

                   About Marco and Roxanne Cantu

Marco and Roxanne Cantu and their wholly owned corporation,
Mar-Rox, Inc. filed for chapter 11 bankruptcy in May 2008. The
bankruptcy was converted to a chapter 7 liquidation in June 2009.
In February 2011, the bankruptcy court denied the Cantus discharge,
citing the "omissions, misstatements, and controversies" that
plagued the Cantu and Mar-Rox bankruptcies.


MINERALS TECHNOLOGIES: Moody's Hikes CFR to Ba2, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded all long-term ratings for
Minerals Technologies Inc., including the Corporate Family Rating
to Ba2 from Ba3. Moody's affirmed the company's SGL-2 Speculative
Grade Liquidity Rating. The rating outlook is stable.

"Minerals Technologies has made significant progress in the past
year and the company's credit metrics should continue to strengthen
as it uses free cash flow to reduce debt," said Ben Nelson, Moody's
Assistant Vice President and lead analyst for Minerals
Technologies, Inc.

Issuer: Minerals Technologies Inc.

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3;

  -- Probability of Default Rating, Upgraded to Ba2-PD from
     Ba3-PD;

  -- Senior Secured Credit Facilities, Upgraded to Ba2 (LGD3)
     from Ba3 (LGD3);

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2;

  -- Outlook, Stable.

The Ba2 CFR reflects the improvement in credit metrics since the
debt-funded acquisition of AMCOL International in mid-2014 due to
the improvement in earnings along with the repayment of almost $150
million of debt. The company has made significant progress in
integrating and expects to realize more synergies over a shorter
period. The repayment of debt signals management's clear intention
to reduce leverage. Credit metrics are expected to continue to
strengthen in the intermediate term as the company realizes
transaction-related synergies and repays debt using
internally-generated free cash flow. Moderate size and scale, good
customer and geographic diversification, and good liquidity support
the rating. Constraining factors include working through the issues
associated with combining two businesses with no direct overlap,
reliance on a few products for a majority of cash flow, and
exposure to cyclical end markets.

The upgrade reflects Moody's expectation for continued improvement
in credit metrics and continued reduction in balance sheet debt.
Moody's expects sufficient debt repayment in the near-term to help
the company sustain appropriate credit metrics for the Ba2 rating
in the event of an economic downturn of moderate intensity. Moody's
estimates adjusted financial leverage in the near 4 times excluding
synergies (Debt/EBITDA) and mid-3 times including management's
estimated run-rate synergies ($60 million) for the twelve months
ended March 31, 2015. Continued progress towards realizing these
synergies places the company on a trajectory to generate at least
$400 million of EBITDA in 2015 and reduce debt below $1.1 billion
by the end of 2016, which, including the standard adjustments for
underfunded pensions and operating leases, translates to adjusted
financial leverage in the low 3 times and retained cash flow
exceeding 20% (RCF/Debt). Completion of the company's proposed
re-pricing transaction will further enhance cash flow generation.
While the business is exposed to cyclical end markets and therefore
operating performance is negatively impacted by broad-based
economic downturns, Moody's believes that the company would be able
to maintain leverage below 4 times in a scenario similar to the
last recession, when revenues fell by more than 20% and operating
profits fell even more significantly.

The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity to support operations for at least the next four
quarters. The company reported available liquidity of nearly $400
million including balance sheet cash of $194 million and an undrawn
$200 million revolving credit facility at March 31, 2015. Moody's
expects the company will generate at least $150 million of free
cash flow in 2015 with further improvement in 2016. The credit
facility contains only a springing net leverage ratio test that
should not be an issue for at least the next several quarters.

The stable outlook assumes that the company will generate at least
$400 million of EBITDA and reduce debt to $1.1 billion or lower by
the end of 2016, while maintaining good liquidity to support
operations. Moody's could upgrade the rating with near-term
expectations for debt reduction comfortably below $800 million,
financial leverage sustained below 3 times on a through-the-cycle
basis, and retained cash flow sustained above 25%. Moody's could
downgrade the rating if the company does not reduce debt further
and financial leverage rises above 4 times, or retained cash flow
below 15%, on a sustained basis.

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

Minerals Technologies, Inc. is a publicly-traded minerals company.
MTI produces mineral products such as precipitated calcium
carbonate, lime, limestone, and talc used primarily in the paper
industry; refractory products used primarily for relining basic
oxygen furnaces in integrated steel mills; and through the recent
acquisition of AMCOL International Corporation, bentonite used in
foundry, pet litter, consumer, construction, drilling fluids, and
water treatment markets. MTI acquired AMCOL in a leveraged
transaction in mid-2014. On a combined basis, the companies
generated revenue of about $2 billion in 2014.


MOLYCORP INC: To Use Grace Period to Evaluate Ways to Restructure
-----------------------------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
Molycorp Inc. said it plans to take advantage of a 30-day grace
period for a $3.36 million semiannual interest payment due on June
22, during which the struggling rare-earths elements miner and
processor plans to evaluate various options for restructuring its
debt load.

According to the Journal, Molycorp said the decision won't trigger
any cross-default provisions in other outstanding debt before the
grace period ends and shouldn't affect its current operations.

As previously reported by The Troubled Company Reporter, citing the
Journal, Molycorp said it plans to file for Chapter 11 bankruptcy
protection as soon as this month to cut its $1.7 billion debt
load.

The Greenwood Village, Colo.-based company is completing a plan
that would involve senior bondholders exchanging some or all of
their debt for ownership of the company, the Journal said, citing
some of the people.  It is exploring options such as an equity
sale
to junior creditors and shareholders to ensure the company would
emerge in sound financial health, they added, the Journal related.

                          About Molycorp

Molycorp Inc. -- http://www.molycorp.com/-- produces specialized  

products from 13 different rare earths (lights, mids and heavies),
the transition metal yttrium, and five rare metals (gallium,
indium, rhenium, tantalum and niobium).  It has 26 locations
across 11 countries.  Through its joint venture with Daido Steel
and the Mitsubishi Corporation, Molycorp manufactures
next-generation, sintered neodymium-iron-boron ("NdFeB") permanent
rare earth magnets.

Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, stating that the Company continues to
incur operating losses, has yet to achieve break-even cash flows
from operations, has significant debt servicing costs and is
currently not in compliance with the continued listing
requirements of the New York Stock Exchange.  These conditions,
among other things, raise substantial doubt about the Company's
ability to continue as a going concern.

The Troubled Company Reporter, on June 4, 2015, reported that
Molycorp, Inc., has elected to take advantage of the 30-day grace
period with respect to the $32.5 million semi-annual interest
payment due June 1, 2015, on its 10% Senior Secured Notes due
2020, as provided for in the indenture governing the notes.

                           *     *     *

In June 2014, Moody's Investors Service downgraded the corporate
family rating of Molycorp to 'Caa2' from 'Caa1'.  The downgrade
reflects continued weakness in rare earths pricing environment,
ongoing negative free cash flows, weak liquidity and high
leverage.

As reported by the TCR on Dec. 12, 2014, Molycorp has a 'CCC+'
corporate credit rating, with negative outlook, from Standard &
Poor's.  "The negative outlook reflects our view that Molycorp's
business and financial condition will become increasingly
precarious unless the Mountain Pass facility can be brought to
full production capacity," said S&P's credit analyst Cheryl Richer.


MRV TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MRV Technologies, Inc.
          fka MRV Engineers and Constructors, Inc.
        605 River Bend Dr., Suite 105
        Georgetown, TX 78628-0004

Case No.: 15-10779

Nature of Business: Engineering

Chapter 11 Petition Date: June 15, 2015

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Joseph D. Martinec, Esq.
                  MARTINEC, WINN & VICKERS, P.C.
                  919 Congress Avenue, Suite 200
                  Austin, TX 78701-2117
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  Email: martinec@mwvmlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jack R. Medcalf, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb15-10779.pdf


MY ALARM: Moody's Assigns 'B3' CFR & 'B3' Rating on 2nd Lien Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
My Alarm Center, LLC and a B3 facility rating to its new, $265
million second-lien notes. Proceeds from the credit facility will
be used to refinance existing debt, pay fees, and fund general
corporate purposes. The rating outlook is stable.

The B3 Corporate Family Rating reflects MAC's weaker leverage
metrics relative to its alarm-monitoring peers, very small scale,
and an aggressive, evolving growth strategy that, if realized, will
require supplemental liquidity. Moody's expects continued steady
revenue growth supported by strong industry fundamentals, and,
because of incremental borrowings needed to support subscriber
growth, persistently high leverage, as measured by debt/RMR of
around 40 times. Management's developing strategy to emphasize
growth through direct-to-consumer sales efforts, using an expanded
sales force, poses risks, but, if effected successfully, should add
to profitability and reduce subscriber acquisition multiples.

Subscriber contracts provide steady and predictable revenue
streams, subject to expectations for attrition rates, which Moody's
expects to remain fairly stable. At 10.7%, MAC's attrition rate is
among the best of the handful of significantly-sized residential
alarm monitoring companies in the U.S.. Like its competitors, MAC
must spend a significant amount annually to replace customers lost
to attrition. Moody's expects My Alarm Center to use cash
generation and revolver capacity to generate incremental subscriber
accounts and grow RMR by close to 10% annually. Growth spending
will cause free cash flow to be materially negative, and Moody's
expects MAC's normal-course liquidity to be strained. Borrowing
capacity under a heavily drawn revolver will, at least, grow as RMR
grows. MAC's predominantly-dealer-sales/in-house-branch model
allows for some financial flexibility by providing a mostly
variable cost structure. We estimate that, in a steady-state
(attrition-replacement) scenario, 2015 free cash flow as a
percentage of debt would be in the low-single-digit percentages.

With a roughly $80 million revenue base, My Alarm Center has a
small share in the enlarging residential alarm monitoring market.
The residential industry is highly fragmented with low barriers to
entry and is seeing heightened competition from cable and
telecommunication providers entering the market in an attempt to
sell additional services to existing customers. Secular changes in
technology and consumer preferences pose a longer-term threat.

While not expected in the near term, a ratings upgrade could be
prompted if MAC demonstrates strong revenue growth, sustains debt /
RMR at less than 35 times, and free cash flow (before growth
spending) to debt in the high single digits, while maintaining a
good liquidity profile. The ratings could be downgraded if revenues
stagnate, if attrition rates or dealer multiples increase
materially, liquidity deteriorates, or free cash flow (before
growth spending) approaches breakeven.

With Moody's-expected 2015 revenues of $85 million, My Alarm Center
provides residential-alarm and home-automation solutions to roughly
185,000 primarily residential customers in disparate regions in the
U.S..The company is owned substantially by affiliates of private
equity sponsor Norwest Venture Partners, with management owning the
balance.

Issuer: My Alarm Center, LLC

  -- Probability of Default Rating, Assigned B3-PD

  -- Corporate Family Rating, Assigned B3

  -- Senior secured second-lien notes, Assigned B3, LGD4

  -- Outlook, Assigned Stable

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.


NORTH LAS VEGAS: Moody's Lifts GOLT Rating to Ba2, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded the City of North Las Vegas,
Nevada's general obligation limited tax rating to Ba2 from Ba3 and
maintained a stable outlook.

The upgrade to Ba2 for the city's GOLT ratings reflects relative
financial stability compared to recent years, including timely
adoption again of a city-wide balanced budget for FY2016 that
includes a modest surplus for operating funds. Financial
performance is supported by the state's economic recovery and a
rebounding tax base following the deep housing downturn. However,
the city is pressured by elevated fixed costs and remains reliant
on uncommonly large transfers from the water and sewer utility to
support critical services. Also, management will negotiate new
collective bargaining agreements with all labor groups over the
next two years and, although still unknown, contracted provisions
could pressure future operating costs.

The stable outlook reflects management's continued ability to limit
costs amid a rebound in operating taxes. Despite forecast deficits,
the budget is consistently balanced on a city-wide basis each year.
Moody's expect that positive tax base and economic trends will
continue in-line with the greater Las Vegas metro area. Also, the
water and sewer utility remains healthy including solid liquidity
despite subsidizing general city operations, and it fully funds
debt service for most of the GOLT bonds which were issued for
related infrastructure projects. Nevertheless, the city's financial
position will remain challenged over the next several years, and
outsized transfers from the water and sewer utility will be
required to support the general fund.

What could make the rating go UP:

- Structural fiscal balance with a trend of sustained
   improvement in reserves and liquidity

- Substitution of outsized subsidies from the water and sewer
   utility that support the general fund

- Adoption of multi-year collective bargaining agreements
   without significant cost pressures for the city

What could make the rating go DOWN:

- Deterioration of the city's already narrow financial position

- Declines in available liquidity from the water and sewer
   utility

- Adoption of multi-year collective bargaining agreements that
   add significant cost pressures for the city

- Economic downturn that significantly impacts tax revenues and
   property values

The city is located adjacent to Las Vegas and participates in the
greater metro area's economy, which is driven by cyclical and
relatively volatile tourism activity. The city's population was a
sizable 223,873 as of 2013 and nearly doubled since 2000 amid the
region's recent housing and economic boom.

The bonds are ultimately secured by the city's full faith and
credit pledge, subject to Nevada's statutory and constitutional
limitations on overlapping levy rates for ad valorem taxes.
Property taxes are subject to a statutory limit countywide for
overlapping rates that is $3.64 per $100 of AV as well as a
constitution limit of $5.00. Most of the city's GOLT debt is
additionally secured by a pledge of specified revenue streams
intended to fully support related debt service, and debt is
structured to be supported fully by that specified revenue.

The combined property tax rates in North Las Vegas were nearly
$3.3544 per $100 of assessed value as of 2014, which leaves a
sizable margin of nearly $0.30 under statutory caps for overlapping
tax rates. Overlapping rates include levies for operations and debt
service and combined rates remained about stable in recent years,
despite the recession, as local governments did not increase levies
and voters rejected additional levies. Importantly, levies for
non-debt purposes would be reduced first for overlapping rates to
comply with the statutory limit of $3.64 in a compression
situation.

Legal provisions favorably require the city to deposit monthly
set-asides into city-held bond funds for semiannual debt service
payments, a structural strength for bondholders.

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


NXT-ID INC: Needs to Raise Funds to Continue Operations
-------------------------------------------------------
Nxt-ID, Inc., filed its quarterly report on Form 10-Q, disclosing a
net loss of $2.05 million on $2,270 of revenues for the three
months ended Mar. 31, 2015, compared with a net loss of $138,000 on
$nil of revenues for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $2.04 million
in total assets, $851,000 in total liabilities, and a stockholders'
equity of $1.19 million.

The Company is an early stage entity and incurred an operating loss
of $2,047,452 and a net loss of $2,047,053 during the three months
ended March 31, 2015.  As of March 31, 2015 the Company had working
capital and stockholders' equity of $876,412 and $1,193,046,
respectively.  The Company will need to raise additional funds.
These conditions 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/V46bsJ

Shelton, Conn.-based Nxt-ID, Inc., is a biometrics and
authentication company focused on the growing m-commerce market
with an innovative MobileBio suite of biometric solutions that
secure mobile platforms.  The Company also serves the access
control and law enforcement facial recognition markets.



OCWEN FINANCIAL: Moody's Says Sale of $90BB MSRs is Credit Positive
-------------------------------------------------------------------
Ocwen Financial Corporation's announced sale of $90 billion in
mortgage servicing rights (MSRs) is credit positive for the company
because Ocwen is likely to use the proceeds to significantly
decrease its financial leverage.

In the report "Ocwen Financial Corporation: Proceeds from MSR Sale
Will Enable Firm to Significantly Decrease Leverage," Moody's shows
that proceeds from the MSR sales should provide Ocwen with
sufficient liquid resources to repay its outstanding corporate
debt, specifically its $1.2 billion in senior secured bank term
loans. It can pay the outstanding debt even in a stressed scenario,
such as if Ocwen were to be terminated as servicer on its remaining
MSR contracts without compensation.

Because of the expected sale, on June 3, 2015, Moody's upgraded
Ocwen's corporate family and senior secured bank term loan ratings
to B2 from B3, and senior unsecured debt rating to B3 from Caa1
with a stable outlook.

Ocwen, however, still will face challenges generating new business
and building a sustainable franchise.

"Even assuming the worst is behind it, the residual effects of
Ocwen's regulatory issues will pose an ongoing obstacle to its
ability to compete and generate new business," says Moody's Senior
Vice President Warren Kornfeld. "We expect the ongoing scrutiny
from regulators to result in elevated operational costs that will
depress Ocwen's core profitability and hinder its ability to
grow."

The approximately $90 billion in unpaid principal balance of
performing agency loans that Ocwen has either signed a letter of
intent to sell or already closed on comprises about 23% of the
loans the company serviced or subserviced as of December 31. The
company is required to apply 75% of the MSR sale proceeds to repay
its senior secured bank term loans.


ONE SOURCE: Culhane Meadows Approved as Counsel for the Committee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of One Source Industrial Holdings, LLC, and One
Source Industrial LLC to retain Culhane Meadows PLLC as its
counsel, nunc pro tunc to March 31, 2015.

As reported in the Troubled Company Reporter on May 14, 2015,
Culhane Meadows is expected to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under 11 U.S.C. section 1102;

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

   (c) participate in the formulation of a Plan;

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

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

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

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

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

   (h) perform other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Culhane Meadows will be paid at these hourly rates:

       Lynnette R. Warman, Partner      $400
       Richard Grant, Partner           $325
       Paralegals and Law Clerks        $175

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

Lynnette R. Warman, partner of Culhane Meadows, 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 One Source Industrial

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

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

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

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

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


OPTIM ENERGY: Seeks Oct. 12 Extension of Solicitation Period
------------------------------------------------------------
Optim Energy, LLC, et al., filed a fourth motion asking the U.S.
Bankruptcy Court for the District of Delaware to further extend to
Aug. 12, 2015, their exclusive period to file a plan and to Oct.
12, 2015, their exclusive period to solicit acceptances of the
plan.

According to Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware, the Debtors seek an extension of the
exclusive periods, in part, to finish soliciting and seek
confirmation of the Plan free of outside influence.  To allow an
alternate plan to be filed at this critical juncture would be time
consuming, expense and not in the best interests of actual
creditors of the estates when there is a confirmable Plan in place
that will offer creditors near full to full recoveries, Ms. Fay
tells the Court.

Given that Blackstone has made clear its intent to vigorously
challenge any plan for the six remaining Debtors, any plan for
these estates has been put on hold to dedicate resources and focus
on the estates with ongoing operations, Ms. Fay asserts.  Other
than the Pre-Petition Secured Parties' cash, the other six Debtors
hold only immaterial assets and it is likely that any plan for
these Debtors will involve liquidation in which creditors receive
little or no distribution based on the lack of unencumbered assets
to satisfy claims, she says.  Following confirmation of the Plan,
the Debtors will re-focus their efforts on concluding their
remaining Chapter 11 cases, Ms. Fay adds.

The Debtors are also represented by Robert J. Dehney, Esq., and
Eric D. Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware; Kurt Mayr, Esq., and Mark E. Dendinger, Esq.,
at Bracewell & Giuliani LLP, in Hartford, Connecticut; and Robert
G. Burns, Esq., and Jonathan Lozano, Esq., at Bracewell & Giuliani
LLP, in New York.

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is
coal-fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

The Debtors' attorneys can be reahed at:

         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         Robert J. Dehney, Esq.
         Eric D. Schwartz, Esq.
         Erin R. Fay, Esq.
         1201 North Market Street, 16th Floor
         P.O. Box 1347
         Wilmington, DE 19899
         Tel: (302) 658-9200
         Fax: (302) 658-3989
         E-mail: rdehney@mnat.com
                 eschwartz@mnat.com
                 efay@mnat.com

Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$184 million in assets and $718 million in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

The U.S. Trustee for Region 3 was unable to appoint an official
committee of unsecured creditors in the Debtors' cases.

Walnut Creek is represented by Michael W. Yurkewicz, Esq., at Klehr
Harrisison Harvey Branzburg LLP, in Wilmington, Delaware; Paul M.
Basta, P.C., Esq., Joshua A. Sussberg, P.C., Esq., and Matthew
Kapitanyan, Esq., at Kirkland & Ellis LLP, in New York; and James
A. Stempel, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.

Cascade Investment, L.L.C., and ECJV Holdings are represented by
Margaret Whiteman Greecher, Esq., Pauline K. Morgan, Esq., and
Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware; and Lindsee P. Granfield, Esq., and Jane
VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New
York.

                         *     *     *

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware on May 19, 2015, approved the disclosure
statement explaining Optim Energy, LLC, et al.'s joint Chapter 11
plan of reorganization and scheduled the confirmation hearing for
June 24, 2015, at 10:00 a.m. (prevailing Eastern time).

The Plan Confirmation Schedule is approved as follows:

   Plan Supplement                          June 10, 2015
   Voting Deadline                          June 17, 2015
   Plan Objection Deadline                  June 17, 2015
   Deadline to File Confirmation Brief      June 22, 2015
   Deadline to File Voting Report           June 22, 2015

Under the Third Amended Plan, holders of Allowed General Unsecured
Claims are now being offered Cash equal to 75% of their Allowed
Claims if the Class of Claims accepts the applicable Subplan, and
an additional 20% in Cash for any holders that do not opt out of
the release contained in Section 10.03 of the Third Amended Plan.
The potential for 25% impairment cannot be characterized as
artificial.  There are approximately 60 to 70 holders of General
Unsecured Claims against Altura Cogen (totaling approximately
$800,000 to $900,000) and two holders of General Unsecured Claims
against Cedar Bayou (totaling approximately $400,000 to $500,000).
Each Estate has non-insider creditor classes.

A full-text copy of the Third Amended Plan dated May 19, 2015, is
available at http://bankrupt.com/misc/OPTIMds0519.pdf


PARAGON OFFSHORE: S&P Lowers CCR to 'B'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Paragon Offshore plc to 'B' from 'BB-'.  The outlook is
negative.

At the same time, S&P lowered the issue-level ratings on the
company's secured debt to 'B+' from 'BB+' and revised the recovery
ratings to '2' from '1', indicating S&P's expectation of
substantial (70% to 90%; upper half of the range) recovery in the
event of a payment default.  S&P also lowered the issue-level
ratings on the company's senior unsecured debt to 'CCC+' from 'B'.
The recovery rating remains '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.


"The downgrade reflects our expectation of deteriorating credit
measures for Paragon as their contracts begin to roll off later
this year," said Standard & Poor's credit analyst Michael Tsai.

Utilization rates and day rates continue to be affected by lower
demand and higher specification newbuilds entering the market.  The
company also faces customer concentration risks with sizeable
exposure to Petroleos Mexicanos (Pemex) and Petroleos Brasileiro
S.A. (Petrobras).  Paragon recently had two contracts terminated by
Pemex and S&P expects the remaining contracts will likely not be
renewed.  Paragon will likely stack its Gulf of Mexico rigs in the
U.S. until market conditions improve.  Petrobras represented 23% of
2014 Paragon's operating revenues and $744 million of backlog as of
year-end 2014.  With the continued difficulties at Petrobras, there
are risks that cash flows could be interrupted should Petrobras
attempt to renegotiate or cancel the contracts.

S&P assess Paragon's business risk profile as "weak," as defined in
S&P's criteria, which reflects its participation in the highly
competitive, cyclical offshore drilling industry, its midsize fleet
of older, mostly standard spec jack-up rigs, moderate backlog, and
its geographic diversity.  S&P views Paragon's financial risk as
"highly leveraged," and assess the company's liquidity as
"adequate."

The negative outlook reflects S&P's expectation that the oversupply
in the offshore rig market and lower demand for offshore rigs will
heighten competition and re-contracting risk, resulting in downward
pressure on day-rates and utilization, particularly in the jack-up
segment, where Paragon has a significant concentration.

S&P would lower the ratings if the company's operating performance
deteriorated as a result of lower revenues and EBITDA stemming from
a softer-than-expected market for jack-ups, such that S&P expects
credit measure to be inconsistent with a B rating.

S&P could revise its outlook to stable if the competitive landscape
for the offshore drillers improved, or if Paragon were able to
mitigate some of the re-contracting risk while maintaining FFO to
total debt above 12% for a sustained period.



PLATINUM TITAN: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Platinum Titan Enterprises of Georgia, Inc.
        740 Abbeywood Dr
        Roswell, GA 30075

Case No.: 15-61048

Chapter 11 Petition Date: June 15, 2015

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Howard P. Slomka, Esq.
                  THE SLOMKA LAW FIRM, PC
                  2nd Floor, 1069 Spring Street, NW
                  Atlanta, GA 30309
                  Tel: 678-732-0001
                  Fax: 888-259-6137
                  Email: shawn@slomkalawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roland Y Montoya, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-61048.pdf


PROJECT PORSCHE: S&P Lowers CCR to 'SD' on Distressed Exchange
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Bloomington, Minn.-based Project Porsche Holdings
Corp. to 'SD' (selective default) from 'CC'.  At the same time, S&P
lowered its issue-level rating on the company's second-lien term
loan to 'D' from 'C'.  S&P's '6' recovery rating on this debt is
unchanged.

"The downgrades follow Project Porsche's completion of its debt
exchange transaction," said Standard & Poor's credit analyst Tuan
Duong.

The company exchanged its $140 million second-lien term for common
stock of the company.  In addition, the company received a $35
million capital infusion from its existing second-lien lenders.  As
a result of the recapitalization, second-lien lenders own
substantially all of the equity in the company.  S&P views the
exchange transaction as tantamount to a default, in accordance with
S&P's criteria, because second-lien lenders received less principal
and interest than the securities originally promised and we view
the offer as distressed rather than opportunistic.

S&P expects to raise the corporate credit rating to the 'B'
category from 'SD' pending further analysis.  S&P's analysis will
incorporate the company's revised capital structure and business
prospects.



QUIKSILVER INC: Moody's Lowers CFR to Caa2, Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded Quiksilver Inc.'s Corporate
Family Rating to Caa2 from B3 and Probability of Default Rating to
Caa2-PD from B3-PD. Moody's also downgraded the rating on the
company's $280 million secured notes to Caa1 from B2 and $225
million unsecured notes to Ca from Caa2, as well as the rating on
Boardriders, S.A. EUR 200 million senior unsecured notes to Caa2
from B3. The company's Speculative Grade Liquidity rating was
lowered to SGL-4 from SGL-2. The rating outlook is stable.

The downgrade reflects Quiksilver's weak operating performance and
deteriorating liquidity profile. Continued execution issues in its
North American operations along with significant currency pressure
have led to declining revenue and earnings that, when coupled with
a high debt load, drive very weak debt protection measures and an
unsustainable capital structure. Lease-adjusted debt/EBITDA
exceeded 11x and EBITA/Interest was near 0.0x for the latest twelve
month period ended April 30, 2015. While new management pulled the
previous EBITDA guidance for fiscal 2015, it noted that it expects
significant improvement to begin in the first half of 2016 due to
actions being taken to improve execution and on-time deliveries as
well as improved sell-through rates at wholesale customers.
However, given the approaching maturities of its euro lines of
credit in October 2016 and notes in December 2017, without
substantial improvement in earnings over the next two years,
refinancing its capital structure could be challenging. Thus, the
risk of default, including the potential for a distressed
exchange-type restructuring, is high.

The lowering of the company's liquidity rating to SGL-4 reflects
Moody's expectation for negative free cash flow and declining cash
balances over the next 12-18 months. EBITDA is insufficient to
cover interest and capital expenditures, and Moody's expects only
modest improvement over this timeframe. Continued working capital
reductions will likely partially offset these declines. The company
had $63 million of availability under its credit facilities for
borrowing and letters of credit, with about $94 million drawn and
$28 million of letters of credit outstanding as of April 30, 2015.
However, $33 million is drawn under short term lines of credit that
come due in October 2016.

Quiksilver, Inc.:

  -- Corporate Family Rating to Caa2 from B3

  -- Probability of Default Rating to Caa2-PD from B3-PD

  -- Speculative Grade Liquidity to SGL-4 from SGL-2

Quiksilver, Inc. and QS Wholesale, Inc.:

  -- $280 million senior secured notes due 2018 to Caa1 (LGD3)
     from B2 (LGD 3)

  -- $225 million senior unsecured notes due 2020 to Ca (LGD6)
     from Caa2 (LGD 6)

Boardriders S.A:

  -- EUR200 million notes due 2017 to Caa2 (LGD3) from B3 (LGD 3)

Outlook Actions:

Issuer: Boardriders SA:

  -- Outlook, Changed To Stable From Negative

Issuer: Quiksilver, Inc.:

  -- Outlook, Changed To Stable From Negative

Quiksilver's Caa2 Corporate Family Rating reflects the company's
very high debt and leverage burden and Moody's expectation that
leverage will remain high over the intermediate term given ongoing
foreign exchange challenges and execution issues primarily in its
North American business. Liquidity is weak, reflecting Moody's
expectation for modest EBITDA improvement over the next twelve
months, with continued negative free cash flow generation after
cash interest and $25 million of capital expenditures, partially
offset by improved working capital. Balance sheet cash is
relatively modest at $55 million, including restricted cash, and
will likely diminish. Committed availability under its various
credit lines was also modest at $63 million as of April 30, 2015,
although its short term lines come due in October 2016. Despite
current operating challenges Moody's believe the company's brands
are well recognized in their categories, evidenced by the still
high gross margins of the company.

The stable outlook reflects the expectation that while Quiksilver's
credit metrics will remain weak, current balance sheet cash and
revolver availability should be sufficient to support cash needs
over the next 12 months.

Ratings could be downgraded if Quiksilver's operating performance
and liquidity deteriorate, or if the company's probability of
default were to increase for any reason.

A higher rating would require Quiksilver to improve its liquidity
profile and operating performance such that free cash flow
approached break even, EBITA/Interest improves to 1.0x, and its
maturity profile is extended.

Quiksilver Inc., based in Huntington Beach CA is a designer and
distributor of branded apparel, footwear, accessories, and related
products under brands including Quiksilver, Roxy and DC. The
Company generated $1.57 billion of revenues in its most recent
fiscal year.

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.


RADIAN GROUP: S&P Rates $350MM Unsecured Notes 'B'
--------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
debt rating of 'B' to the up to $350 million senior unsecured notes
due June 2020 issued by Radian Group Inc.

S&P expects Radian to use the proceeds from the debt for partial
redemption of the convertibles due in 2017.  Notwithstanding a
temporary spike in leverage, overall, S&P expects Radian's leverage
ratio to be about 40% during the next 12 months and its coverage
ratio remain more than 4.8x.

S&P's 'B' long-term counterparty credit rating on Radian is
unchanged.  S&P continues to expect capitalization and earnings to
improve in 2015 and beyond.

RATINGS LIST

Radian Group Inc.
Counterparty Credit Rating               B/Positive/--

New Rating
Radian Group Inc.
Sr unsec notes due June 2020             B



RADIOSHACK CORP: Proposes July 22 Plan & Disclosures Hearing
------------------------------------------------------------
Radioshack Corporation, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a Chapter 11 Plan of Liquidation
and accompanying disclosure statement and asked the Court to
schedule a combined hearing for July 22, 2015.

Under the Plan, on the Effective Date, all Causes of Action will be
transferred from the Liquidating Debtors to the Liquidating Trust.
Any recovery of Cash by the Liquidating Trustee on account of the
Causes of Action will be distributed pursuant to the terms of the
Plan and the Liquidating Trust Agreement.

The Plan follows the sale of about 1,700 of the Debtors' stores and
the rights to their name to an affiliate of Standard General.
Standard General's bid for the chain's stores included a cash
contribution of $16.4 million.  Standard General was declared the
new owner of the Radioshack brands with a winning auction bid of
$26.2 million.

The Court will convene a hearing on June 25 at 9:30 a.m. (Eastern
Time) to consider approval of the proposed solicitation procedures.
Objections to the proposed solicition procedures are due on or
before June 18.

A full-text copy of the Plan dated June 12, 2015, is available
at http://bankrupt.com/misc/RADIOSHACKplan0612.pdf

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
Turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the Official Committee of Unsecured Creditors as co-counsel.
Houlihan Lokey Capital, Inc., serves as financial advisor and
investment banker.


REED AND BARTON: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Reed and Barton Corporation filed with the U.S. Bankruptcy Court
for the District of Massachusetts amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,484,800
  B. Personal Property           $13,840,726
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $138,381
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $20,945,776
                                 -----------      -----------
        TOTAL                    $18,325,526      $25,684,157

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

    http://bankrupt.com/misc/ReedandBarton_196_amendedSAL.pdf

                       About Reed and Barton

Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware.  Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts.  The privately held company's stock is
owned by 28 record shareholders who either are descendants of
Henry Reed or trusts for their benefit.  Aside from selling its
products in department stores and TV shopping networks, the company
has an on-site factory store in Taunton and a showroom in Atlanta,
Georgia.

Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015.  The case is assigned to Judge Henry J. Boroff.

The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.

The U.S. Trustee for Region 1 appointed three creditors to serve on
the official committee of unsecured creditors.


RJS POWER: S&P Affirms 'BB-' CCR Then Withdraws Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on independent power producer RJS Power
Holdings LLC, and subsequently withdrew the rating.  The rating on
its $1.25 billion unsecured notes is affirmed, however.  When the
issuer's recent merger with PPL Energy Supply LLC (now known as
Talen Energy Supply LLC) closed, RJS's debt and assets were
transferred to Talen, resulting in a recent upgrade for RJS.


SAFETY QUICK: Reports $1.54-Mil. Net Loss in First Quarter
----------------------------------------------------------
Safety Quick Lighting & Fans Corp. filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.54 million on $1.42 million
of revenues for the three months ended March 31, 2015, compared
with a net loss of $652,000 on $nil of revenues for the same period
in 2014.

The Company's balance sheet at March 31, 2015, showed $11.0 million
in total assets, $21.0 million in total liabilities, and a
stockholders' deficit of $10.0 million.

The Company had a net loss of $1.54 million and net cash used in
operations of $1.42 million for the three months ended March 31,
2015; and a working capital deficit and stockholders' deficit of
$6.19 million and $5.85 million, respectively, at March 31, 2015
and Dec. 31, 2014.  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/wPwqXb

Safety Quick Lighting & Fans Corp. developed Safety Quick Light, a
patented quick connect device used in the installation of lighting
fixtures and ceiling fans.  The Company's main technology consists
of a fixable socket and a revolvable plug for conducting electric
power and supporting an electrical appliance attached to a wall or
ceiling.



SALIENT PARTNERS: Moody's Assigns 'B2' CFR, Outlook Negative
------------------------------------------------------------
Moody's Investors Service assigned a definitive corporate family
rating of B2 to Salient Partners, LP. Concurrently, Moody's has
also assigned definitive B2 ratings to Salient's $15 million senior
secured revolving credit facility and $100 million senior secured
term loan. The outlook was changed to negative from stable.

Moody's definitive ratings for the Corporate Family Rating and the
instrument ratings are in line with the provisional ratings
assigned on May 1, 2015. Moody's rating rationale was set out in a
press release on that date.

Moody's notes that due to market conditions Salient reduced the
size of its senior secured term loan to $100 million from the
previously indicated $160 million, leaving $60 million of its high
interest subordinated debt outstanding. While the capital structure
change did not result in a change to the CFR or instruments'
ratings, Moody's have changed the rating outlook to negative from
stable to reflect a diminished view of Salient's financial
flexibility due to the reduction in the refinancing's proposed
interest cost savings, as well as concerns over the company's
market access due to its inability to refinance the subordinated
debt in full.

The ratings of the senior secured term loan and senior secured
revolving credit facility are at the same level as the CFR,
reflecting Moody's view that there is sufficient risk in the
business to offset any loss-absorbing support from the remaining
subordinated debt.

The ratings could move up if the franchise grows due to a marked
increase in net client flows, successfully executes on a lower cost
structure that materially increases profitability margins, or
significantly reduces leverage to below 4.0x Debt/EBITDA. The
ratings could move down if there are sustained gross client
redemptions combined with net client outflows, or if leverage moves
above 5.5x.

Salient is an asset management firm headquartered in Houston,
Texas, with over 250 professionals throughout Houston, San
Francisco and New York. Salient offers a selection of alternative
asset products spanning equity, fixed income, risk-balancing,
asset-allocation, energy and commodity, real estate, hedge fund and
private equity strategies in the form of mutual funds, separately
managed accounts and private funds. The company is majority-owned
by management; the remainder is owned by Summit Partners, a growth
equity PE firms, which purchased a minority interest in 2010.

On February 11, 2015, Salient signed a definitive agreement to
acquire Forward Management, LLC, the investment advisor to the
Forward Funds family of mutual funds, for $60 million. The combined
Salient and Forward entity will manage $16.6 billion of AUM,
consisting of Salient's $10.8 billion of AUM and Forward's $5.8
billion of liquid alternatives and real assets AUM. Salient
currently manages an additional $10.4 billion of assets under
advisory as an outsourced CIO on behalf of the San Diego County
Employees Retirement Association; this relationship is expected to
be exited during 2015.

Salient Partners, LP:

  -- Corporate Family Rating -- B2

  -- $15 million RCF - B2

  -- $100 million Term Loan -- B2

The principal methodology used in this rating was Asset Managers:
Traditional and Alternative published in February 2014.


SPECTRASCIENCE INC: Reports $1.71-Mil. Net Loss in Q1 of 2015
-------------------------------------------------------------
SpectraScience, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.71 million on $nil of revenues for the
three months ended March 31, 2015, compared with a net loss of
$3.25 million on $nil of revenues for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $1.97 million
in total assets, $7.81 million in total liabilities, and a
stockholders' deficit of $5.84 million.

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

                        http://is.gd/Srj0zW

SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body.  The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.

HJ Associates & Consultants 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 its
ability to continue as a going concern is dependent on the
Company's ability to attract investors and generate cash through
issuance of equity instruments and convertible debt.

The Company reported a net loss of $4.49 million on $nil in revenue
for the year ended Dec. 31, 2014, compared to a net loss of $2.75
million on $240,000 of revenues in the same period in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $2.21 million
in total assets, $6.59 million in total liabilities, and a
stockholders' deficit of $4.38 million.



STANDARD REGISTER: Gibson Dunn Aproved as Bankruptcy Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Standard Register Company, et al., to employ Gibson, Dunn &
Crutcher, LLP as general bankruptcy and restructuring co-counsel.

No formal objections were filed to the Debtors' application.  The
Debtors, however, received informal comments from their
postpetition lenders and the U.S. Trustee regarding the proposed
form of order.  Following discussions with their postpetition
lenders, the Debtors submitted a revised form of order which
consensually resolves the informal comments received from the
Debtors' postpetition lenders and the U.S. Trustee.

The revised proposed order that was approved by the Court provides,
"In not opposing Court approval of the Motion, none of the DIP
Credit Parties (as such term is defined in the interim order
entered on March 13, 2015 [Docket No. 59] (the “Interim DIP
Financing Order”), approving debtor-in-possession financing for
the Debtors) shall be deemed to have (i) waived any objection, or
consented, to any change or modification to the
Budget (as defined in the Interim DIP Financing Order) which the
Debtors may propose or seek in order to pay any compensation or
expenses to McKinsey RTS or which otherwise might result
from the Debtors paying such compensation or expenses or (ii)
agreed to any payment of such compensation or expenses as a
surcharge against, or other carve out from, their respective
primary collateral."

                     About Standard Register

Standard Register -- http://www.standardregister.com/-- provides  

market-specific insights and a compelling portfolio of workflow,
content and analytics solutions to address the changing business
landscape in healthcare, financial services, manufacturing and
retail markets.  The Company has operations in all U.S. states and
Puerto Rico, and currently employs 3,500 full-time employees and 16
part-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.



STANDARD REGISTER: July 8 Established as General Claims Bar Date
----------------------------------------------------------------
The Bankruptcy Court for the District of Delaware established these
deadlines in relation to the Chapter 11 cases of The Standard
Register Company, et al.:

     General Bar Date:        July 8, 2015, at 5:00 p.m.
     Governmental Bar Date:   Sept. 8, 2015, at 5:00 p.m.

Proofs of claim must be filed with the Debtors' claims and noticing
agent:

     The Standard Register Company Claims Processing Center
     c/o Prime Clerk LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022

                     About Standard Register

Standard Register -- http://www.standardregister.com/-- provides  

market-specific insights and a compelling portfolio of workflow,
content and analytics solutions to address the changing business
landscape in healthcare, financial services, manufacturing and
retail markets.  The Company has operations in all U.S. states and
Puerto Rico, and currently employs 3,500 full-time employees and 16
part-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.


STANDARD REGISTER: Kevin Carmody OK'd as Restructuring Officer
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Standard Register Company, et al., to employ McKinsey Recovery
& Transformation Services U.S., LC to (i) provide interim
management services; and (ii) designate Kevin Carmody as chief
restructuring officer nunc pro tunc to the Petition Date.

No formal objections were filed to the Debtors' application.  The
Debtors, however, received informal comments from their
postpetition lenders and the U.S. Trustee regarding the proposed
form of order.  Following discussions with their postpetition
lenders, the Debtors submitted a revised form of order which
consensually resolves the informal comments received from the
Debtors' postpetition lenders and the U.S. Trustee.

The revised proposed order that was approved by the Court provides,
"Any success fees, transaction fees, or other back-end fees,
whether negotiated prior to entry of this Order or through a
subsequent amendment to the CRO Engagement Letter, shall be
approved by the Court at the conclusion of the cases on a
reasonableness standard and are not being pre-approved by the entry
of this Order.  No success fee, transaction fee, or back-end fee
shall be sought upon conversion of the cases, dismissal of the
cases for cause, or appointment of a trustee"

The order also provides, "In not opposing Court approval of the
Motion, none of the DIP Credit Parties (as such term is defined in
the interim order entered on March 13, 2015 [Docket No. 59] (the
“Interim DIP Financing Order”), approving debtor-in-possession
financing for the Debtors) shall be deemed to have (i) waived any
objection, or consented, to any change or modification to the
Budget (as defined in the Interim DIP Financing Order) which the
Debtors may propose or seek in order to pay any compensation or
expenses to McKinsey RTS or which otherwise might result
from the Debtors paying such compensation or expenses or (ii)
agreed to any payment of such compensation or expenses as a
surcharge against, or other carve out from, their respective
primary collateral."

                     About Standard Register

Standard Register -- http://www.standardregister.com/-- provides  

market-specific insights and a compelling portfolio of workflow,
content and analytics solutions to address the changing business
landscape in healthcare, financial services, manufacturing and
retail markets.  The Company has operations in all U.S. states and
Puerto Rico, and currently employs 3,500 full-time employees and 16
part-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.



STANDARD REGISTER: Young Conaway Approved as Banruptcy Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Standard Register Company, et al., to employ Young Conaway
Stargatt & Taylor, LLP as co-counsel nunc pro tunc to the Petition
Date.

No formal objections were filed to the Debtors' application to hire
Young Conaway.  The Debtors, however, received informal comments
from their postpetition lenders regarding the proposed form of
order.  Following discussions with their postpetition lenders, the
Debtors submitted a revised form of order which consensually
resolves the informal comments received from the Debtors'
postpetition lenders.

The revised proposed order that was approved by the Court provides,
"In not opposing Court approval of the Application, none of the DIP
Credit Parties (as such term is defined in the interim order
entered on March 13, 2015 [Docket No. 59] (the “Interim DIP
Financing Order”), approving debtor-in-possession financing for
the Debtors) shall be deemed to have (i) waived any objection, or
consented, to any change or modification to the Budget (as defined
in the Interim DIP Financing Order) which the Debtors may propose
or seek in order to pay any compensation or expenses to Young
Conaway or which otherwise might result from the Debtors paying
such compensation or expenses or (ii) agreed to any payment of
such compensation or expenses as a surcharge against, or other
carve out from, their respective primary collateral."

                     About Standard Register

Standard Register -- http://www.standardregister.com/-- provides  


market-specific insights and a compelling portfolio of workflow,
content and analytics solutions to address the changing business
landscape in healthcare, financial services, manufacturing and
retail markets.  The Company has operations in all U.S. states and
Puerto Rico, and currently employs 3,500 full-time employees and 16
part-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.



T-L BRYWOOD: Ok'd to Use RCG-KC Cash Collateral Until July 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized T-L Brywood LLC's continued use of cash collateral of
lender RCG-KC Brywood LLC, successor to the Private Bank and Trust
Company, until July 31, 2015.

The lender made oral objections to the Debtor's motion for
continued use of cash collateral.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will maintain and pay premiums for insurance
to cover all of its assets from fire theft and water damage.

The Debtor will also reserve sufficient funds for the payment of
current real estate taxes relating to the property.

A further telephonic hearing on the continued use of cash
collateral is scheduled for July 22, at 10:00 a.m.

                        About T-L Brywood

T-L Brywood LLC owns and operates a commercial shopping center
known as the "Brywood Centre" -- http://www.brywoodcentre.com/--
in Kansas  City, Missouri.

The Company filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  The case was transferred to
the U.S. Bankruptcy Court for the Northern District of Indiana
(Case. 13-21804) on May 14, 2013.

The Debtor disclosed total assets of $16.7 million and total
liabilities of $14.0 million in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar.

PrivateBank is represented by William J. Connelly, Esq., at Hinshaw
& Culbertson LLP.

On April 3, 2015, creditor RCG-KC Brywood, LLC, filed a Plan of
Reorganization.  

No committee of creditors was appointed by the U.S. Trustee.



TESLA MOTORS: S&P Affirms 'B-' CCR, Outlook Remains Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
unsolicited 'B-' corporate credit rating on Tesla Motors Inc.  The
outlook remains stable.

At the same time, S&P affirmed its unsolicited 'B-' issue-level
ratings on the company's $920 million 0.25% unsecured convertible
notes due 2019, $1.38 billion 1.25% unsecured convertible notes due
2021, and $660 million unsecured convertible notes due 2018. The
unsolicited '4' recovery ratings are unchanged, indicating S&P's
expectation for average recovery (30%-50%; lower end of the range)
for the noteholders in the event of a payment default.

"Tesla's free operating cash flow (FOCF) will likely remain
meaningfully negative in 2015, in our view," said Standard & Poor's
credit analyst Nishit Madlani.  "However, with the company's recent
announcement of a new $500 million asset-based credit line, we
believe that Tesla's liquidity cushion over the next 12 months
should offer better protection against any potential execution
missteps or inefficiencies (related to production and supply-chain
management) associated with the upcoming launch of its Model X
crossover vehicle," said Mr. Madlani.  In S&P's opinion, the
company could still tap additional sources of liquidity over the
next 12 months to fund its ongoing growth investments.

The stable outlook reflects S&P's view that Tesla will continue to
improve its gross margins and that the company's global vehicle
deliveries will increase significantly, year-over-year, in 2015.

S&P could lower its rating on the company if it appears unlikely
that it will be able to improve its liquidity position to fund its
capital intensive operations over the next 12 months.  A downgrade
may also occur if significant execution issues or cost overruns
related to the company's launch of its Model X later this year
materialize, combined with the ongoing expansion of development on
the Model S.  A downgrade could also occur if the projected
long-term demand for Tesla's vehicles falls meaningfully below
S&P's estimates, leading to overcapacity, or if the company's FOCF
will likely remain significantly negative for the foreseeable
future, causing its liquidity to weaken.

Though unlikely over the next 12 months, S&P could raise the rating
if it sees higher demand for Tesla's products, the company's
operational cost reductions leads to a credible pathway for
positive FOCF (a FOCF-to-debt ratio approaching 5%), its leverage
falls well below 6.5x, and its liquidity position improves.  S&P
would also need to believe that the company's improved market
position is sustainable.

Ratings List

Ratings Affirmed

Tesla Motors Inc.
Corporate Credit Rating |U             B-/Stable/--       

Tesla Motors Inc.
Senior Unsecured |U                    B-                 
   Recovery Rating |U                   4L                 

   |U   Unsolicited ratings.



TI FLUID: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' corporate credit rating on TI Fluid Systems Ltd.  The outlook
is stable.

At the same time, S&P assigned its 'BB' issue-level rating and '2'
recovery rating to TI's senior secured term debt.  The '2' recovery
rating indicates S&P's expectation for substantial recovery
(70%-90%) in the event of a default.

Additionally, S&P assigned its 'B' issue-level rating and '6'
recovery rating to TI's senior unsecured debt.  The '6' recovery
rating indicates S&P's expectation for negligible recovery (0-10%)
in the event of a default.

TI Fluid Systems Ltd. has entered into a definitive agreement to be
acquired by affiliates of Bain Capital LLC for approximately $2.5
billion.  The acquisition will be financed with a $1.23 billion
seven-year senior secured term loan B, $550 million of eight-year
senior unsecured notes, and about $600 million of equity.  The
company also intends to expand its available liquidity with a $100
million ABL revolver and a $125 million cash flow revolver, which
are expected to be undrawn at closing.

"Our rating on TI reflects its leading market position in fluid
carrying systems, its good customer and geographic diversity, and
its solid operational efficiency," said Standard & Poor's credit
analyst Lawrence Orlowski.

The stable outlook reflects S&P's belief that TI will maintain a
FOCF-to-debt ratio of at least 5% and that its debt-to-EBITDA
metric will remain below 5x in 2015 and 2016.

S&P could lower its rating on the company if its FOCF-to-debt ratio
falls below 5% or if its debt-to-EBITDA metric, including S&P's
adjustments, exceeds 5x on a sustained basis.  For example, S&P
estimates that the company's FOCF-to-debt ratio could fall below
its expectations for the current rating if TI's sales growth were
flat or negative and its gross margins (excluding depreciation and
amortization) fell below 18% in 2015 and 2016. This could be
because of greater-than-expected weakness in the global economy
resulting in lower vehicle production, or adverse changes in the
markets share of TI's main customers.

To raise the rating, S&P would have to believe that the company
would continue to strengthen its market position and improve its
profitability through operational efficiencies, organic growth, and
innovative products.  As a result, S&P would expect to see TI's
debt-to-EBITDA metric stay below 4.0x and its FOCF-to-debt ratio
exceed 10% on a sustained basis.  For this to occur, S&P would
expect the company's sales to increase by more than 10% and its
gross margins to exceed 21%, which S&P do not see as likely in the
near future.



TI GROUP: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned ratings to TI Group Automotive
Systems, L.L.C. (new) - Corporate Family and Probability of Default
Ratings at B2 and B2-PD, respectively. In a related action, Moody's
assigned a Ba3 rating to the new senior secured cash flow revolving
credit facility and term loan B; and assigned a Caa1 to the new
senior unsecured notes. The proceeds from the new term loan along
with approximately $140 million of cash on hand and $595 million of
equity will be used to finance the acquisition of TI Fluid Systems
Limited (the ultimate parent of TI Group) by affiliates of Bain
Capital LLC from a number of investment funds. TI Group is the U.S.
based operating subsidiary of TI Fluid Systems Limited ("TI
Automotive"), a global manufacturer of automotive fluid handling
systems. The rating outlook is stable.

TI Group Automotive Systems, L.L.C. (new)

  -- Corporate Family Rating, B2;

  -- Probability of Default, B2-PD;

  -- $125 million senior secured cash flow revolving credit
     facility due 2020, Ba3, (LGD3);

  -- $1.2 billion (US dollar equivalent) senior secured term loan
     B due 2022, Ba3, (LGD3);

  -- $550 million (US dollar equivalent) senior unsecured notes
     due 2023, Caa1, (LGD5);

Moody's does not rate the $100 million asset based revolving credit
facility.

The B2 Corporate Family Rating incorporates the company's high debt
leverage following its acquisition by affiliates of Bain Capital
LLC. TI Automotive will be under new ownership, yet the transaction
represents the continuance of elevating debt levels over the past
several years as the global automotive industry completes its sixth
year of recovery. This action potentially reduces the company's
operating flexibility in the event debt levels are not reduced
before the next industry down-cycle. Moody's estimates pro forma
debt/EBITDA, as of March 31, 2015 to approximate 5.2x (including
Moody's standard adjustments).

The ratings benefit from the company's gradually improving
operating performance over the recent years. The company continues
to maintain strong EBITA margins estimated at about 9.2% (including
adjustments for US GAAP) for the LTM period ending March 31, 2015.
TI Automotive's competitive position as a supplier of fluid
storage, carrying and delivery systems is expected to continue to
be strong over the intermediate-term. The company maintains
diversification across customers, platforms, and geographies.
Management indicates that no customer represented more than 13% of
revenues in 2014 with the top 20 nameplates accounting for 28% of
2014 revenues. Yet, the top 5 customers represented about 55% of
revenues. TI Automotive's geographic exposure is balanced across
several regions including Europe (41%), North America (26%), China
(17%), and the rest of world (16%). Moody's forecasts European
automotive demand to improve 1.4% in 2016; US light vehicle demand
to grow 2.8% in 2015 and a further 2.4% in 2016; and demand in
China to grow at about 6% for 2016.

The stable outlook reflects Moody's expectation that, despite TI
Automotive's leveraging due to its acquisition by affiliates of
Bain, the company's credit metrics remain supportive of the
assigned rating over the near-term.

TI Automotive is expected to maintain an adequate liquidity profile
over the near-term supported by cash on hand and availability under
its revolving credit facilities. Pro forma for the transaction, as
of June 30, 2015, the company is expected to have approximately
EUR88 million of cash on hand. As part of the transaction, a new
$100 million asset based revolving credit facility will be in
place, maturing in 2020, along with a new $125 cash flow revolving
credit facility, also maturing in 2020. Both of these facilities
are expected to be unfunded at closing. Through fiscal year end
2015 the above liquidity along with seasonal year-end cash inflows
are expected to support cash outflows related to the transaction.
Further, we expect TI Automotive to generate positive free cash
flow in fiscal 2016. The primary financial covenant under the asset
based revolver is expected to be a springing fixed charge covenant
of 1.0 to 1 when certain availability levels are triggered. The
cash flow revolver is expected to have a springing net leverage
ratio covenant when certain availability levels are triggered. The
term loan is not expected to have financial maintenance covenants.

Developments that could lead to a higher outlook or ratings include
the maintenance of existing profitability levels that support
continued free cash flow generation and debt reduction which drive
Debt/EBITDA toward 3.5x and EBITA/Interest over 3.0x. Also
supporting a positive rating action would be an adequate liquidity
profile and financial policies which balance shareholder return
with capital reinvestment.

Developments that could lead to a lower outlook or ratings include
deterioration in automotive conditions which are not offset by cost
saving actions resulting in EBITA/Interest under 2.0x, Debt/EBITDA
approaching 6.0x, or a deteriorating liquidity profile. The ratings
or outlook also could be lowered if shareholder distributions are
made resulting in leverage approaching these thresholds.

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

TI Fluid Systems Limited is a leading global manufacturer of fluid
storage, carrying and delivery systems, primarily serving
automotive OEMs of light duty vehicles with fuel tank and delivery
systems representing about 40% of revenue and other fluid carrying
systems 60%. Revenues in 2014 were approximately EUR2.7 billion.


TOMI ENVIRONMENTAL: Reports $4.27-Mil. Net Loss in First Quarter
----------------------------------------------------------------
Tomi Environmental Solutions, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $4.27 million on $676,000 of
revenues for the three months ended March 31, 2015, compared with a
net loss of $97,200 on $273,000 of revenue for the same period in
2014.

The Company's balance sheet at March 31, 2015, showed $4.73 million
in total assets, $7.30 million in total liabilities, and a
stockholders' deficit of $2.57 million.

The Company incurred net losses of approximately $4.27 million and
$97,000 for the three months ended March 31, 2015 and 2014,
respectively.  In addition, the Company had a working capital
deficiency of approximately $5,409,000 and stockholders' deficit of
$2.57 million at March 31, 2015.  Cash and cash equivalents was
approximately $174,000 as of March 31, 2015.  In addition, the
Company has not been able to generate positive cash from operations
for the three months ended March 31, 2015 and 2014.  These factors
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/ZA58a0

Tomi Environmental Solutions, Inc., is engaged in the development
of applications for and distribution of SteraMist(TM) equipment
that provides decontamination without residues or noxious fumes.
SteraMist and its related platform are being used in medical
facilities, tissue laboratories, office buildings, schools, and
more.


TRIBUNE MEDIA: Moody's Rates Proposed $1-Bil. Senior Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned B2 to Tribune Media Company's
proposed $1.0 billion senior notes to be issued in more than one
series and upgraded the senior secured credit facility ratings to
Ba2 from Ba3. Proceeds from the new notes will be used to prepay
term loan balances. Moody's also affirmed the company's SGL-1
Speculative Grade Liquidity Rating, Ba3 Corporate Family Rating,
and Ba3-PD Probability of Default Rating. The rating outlook is
stable.

Assigned:

Issuer: Tribune Media Company

  -- NEW $1.0 billion Senior Notes: Assigned B2, LGD5

Upgraded:

  -- $300 million 1st Lien Senior Secured Revolver (undrawn):
     Upgraded to Ba2, LGD3 from Ba3, LGD4

  -- 1st Lien Senior Secured Term Loan ($3.5 billion
     outstanding): Upgraded to Ba2, LGD3 from Ba3, LGD4

Affirmed:

  -- Corporate Family Rating: Affirmed Ba3

  -- Probability of Default Rating: Affirmed Ba3-PD

  -- Speculative Grade Liquidity Rating: Affirmed SGL-1

Outlook Actions:

  -- Outlook is stable

The assigned rating is subject to review of final documentation and
no material change in the size, terms and conditions of the
transaction as advised to Moody's. To the extent the notes are
upsized, we expect term loan balances to be reduced in the same
amount.

Tribune Media is looking to take advantage of attractive market
conditions with its proposal to refinance a portion of senior
secured term loans due 2020 with new unsecured notes. The company
is weakly positioned in its Ba3 Corporate Family Rating (CFR) given
its high debt-to-EBITDA of roughly 6x estimated for FYE 2015 (two
year average, including Moody's standard adjustments, or under 5.4x
net of cash) with mid single digit percentage free cash
flow-to-debt. We expect leverage to improve to less than 5.0x by
the end of 2016 (two year average, or roughly 4.5x net of cash)
given heightened political advertising and continued growth in
digital and data revenue as well as carriage fees. We note that
higher leverage compared prior periods reflects a $270 million
increase in unfunded pension liabilities reported at FYE 2014 which
Moody's treats as debt. As initial operating risks related to
improving audience ratings, assimilating acquisitions, and
establishing new revenue streams subside, event risk has increased.
Ratings have been constrained by the company's recent aggressive
financial policy applying excess cash to fund distributions
(initiation of quarterly dividends in 2Q2015, a special dividend of
$649 million in April 2015, and $233 million funded under the $400
million share repurchase program) which otherwise could have been
used to reduce debt balances. Although expected investments in
programming mute EBITDA growth from television operations, they are
consistent with management's strategy to improve audience ratings,
enhance cash flow growth, and diversify revenue streams. The Ba3
CFR is supported by Tribune Media's position as one of the largest
television broadcasting groups with 42 television stations (39
owned stations and 3 stations for which the company will provide
certain services to support operations) in large and mid-sized
markets providing 44% coverage of US households, higher revenue
growth from its WGN America network, original content produced
through Tribune Studios, as well as growth in its digital and data
segment. Efforts to improve audience ratings of WPIX-TV appear to
be taking hold which will translate into revenue growth.

Despite elevated programming investments, Moody's expects Tribune
Media will generate more than $200 million of free cash flow over
the next 12 months, including cash distributions from investments
in faster growing cable network and online media assets; however,
competitive pressures and media fragmentation create a challenging
advertising environment and lead to low single digit percentage
growth for core broadcasting revenue. Financial metrics, including
leverage, will need to improve given media fragmentation and risks
related to executing management's strategy to invest in exclusive
television programming, including original productions. Liquidity
is expected to be very good with well over $500 million of balance
sheet cash, 90% of availability under its $300 million revolver
facility, and no significant maturities until 2018. Terms of
Tribune Media's debt agreements permit funding of dividends from
the sale of real estate holdings or equity investments subject to
certain conditions; however, if completed in the near term, the
sale of a significant portion of the company's real estate
portfolio or loss of cash dividends from the sale of equity
investments with no debt reduction would result in ratings
pressure.

The stable outlook reflects Moody's expectation that 2-year average
EBITDA will increase above current levels reflecting heightened
political advertising revenue in 2016 and continued growth in
digital and data revenue, carriage fees and net cash flow benefits
from retransmission fees. The stable outlook reflects our
expectation that 2-year average debt-to-EBITDA leverage will
decrease below 5.0x (including Moody's standard adjustments) by the
end of 2016 with Tribune Media maintaining at least good liquidity
over the next 12-18 months providing flexibility to execute
management's operating strategies, invest in programming, and
manage unforeseen cash needs. The outlook also incorporates our
expectation that the U.S. economy will grow modestly and the
company will continue to apply a portion of free cash flow and
balance sheet cash to invest in programming or in acquiring
businesses that complement Tribune Media's existing broadcast and
digital properties. The outlook does not incorporate significant
debt financed acquisitions or large shareholder distributions that
would be contrary to Moody's expectations for consistent leverage
reduction. Ratings could be downgraded or the outlook changed to
negative if operating weakness in one or more key markets, debt
funded acquisitions, unexpected cash distributions, or other
leveraging events lead Moody's to believe to 2-year average
debt-to-EBITDA will not be maintained below 5.0x (including Moody's
standard adjustments) after 2016 or if 2-year average free cash
flow-to-debt is not sustained in the mid single digit percentage
range. Failure to maintain at least good liquidity to absorb a
cyclical downturn in advertising demand or to meet tax payments
related to leveraged partnerships could also result in a downgrade.
Ratings could be upgraded if broadcasting stations demonstrate
consistent growth in core advertising revenue, supplemented by
higher growth from digital and data operations, and Moody's is
assured that financial policies will permit continued investments
in programming while sustaining 2-year average debt-to-EBITDA
ratios comfortably below 4.0x (including Moody's standard
adjustments) and minimum 2-year average free cash flow-to-debt
ratios in the high single digit percentage range.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Tribune Media, headquartered in Chicago, IL, benefits from
television assets including 42 broadcast stations in 33 markets
(each of the top five and seven of the top ten markets) reaching
44% of U.S. households and the WGN America network with 73 million
subscribers. Tribune Media holds minority equity interests in
several media enterprises including TV Food Network which
contribute cash distributions. The company emerged from Chapter 11
bankruptcy protection at the end of 2012 and certain creditors
prior to Chapter 11 filing are now shareholders with funds of
Oaktree Capital Management (roughly 15%) , Angelo, Gordon & Co. LP
(7%); and JPMorgan Chase (7%) being three of the four largest
shareholders and with designess on the board of directors. Reported
revenue totaled $2.0 billion for LTM
March 29, 2015.


TRIBUNE MEDIA: S&P Assigns 'BB-' Rating on New $1BB Unsecured Notes
-------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Tribune Media Co.'s proposed $1
billion senior unsecured notes, which is expected to be issued in
one or more series.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; upper half of the
range) of principal in the event of a payment default.

The company will use the entire proceeds to prepay a portion of the
roughly $3.5 billion in outstanding principal under its existing
senior secured term loan due 2020.  The 'BB+' issue-level and '1'
recovery ratings on the senior secured term loan remain unchanged.
The '1' recovery rating indicates S&P's expectation for very high
recovery (90%-100%) of principal in the event of a payment
default.

S&P assesses Tribune's financial risk profile as "aggressive."  The
debt offering will have no material impact on Tribune's adjusted
leverage, and S&P estimates that adjusted debt to
average-eight-quarter EBITDA (an adjustment S&P uses to smooth the
differences between election and nonelection years) will be in the
mid-4x area for 2015.  S&P expects that leverage will remain
between 4x and 5x, in line with the range that it typically
associates with an "aggressive" financial risk profile, for the
next two years.

S&P views Tribune's business risk as "satisfactory," based on its
large scale, valuable equity investments, and growing
retransmission revenue.  These positives are somewhat offset by the
company's concentration in The CW Network-affiliated stations,
which S&P views as less desirable than major network-affiliated
stations.

The rating outlook on Tribune Media is stable and is based on S&P's
expectation that the company will maintain pro forma leverage below
5x and "adequate liquidity" over the next two to three years.

RATINGS LIST

Tribune Media Co.
Corporate Credit Rating       BB-/Stable/--

Ratings Unaffected

Tribune Media Co.
Senior secured term loan               BB+
  Recovery Rating                       1

New Ratings

Tribune Media Co.
Senior unsecured notes                 BB-
  Recovery Rating                       3H



TWINLAB CONSOLIDATED: Debt Payments Raise Going Concern Doubt
-------------------------------------------------------------
Twinlab Consolidated Holdings, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $5.61 million on $22.1 million
of revenues for the three months ended Mar. 31, 2015, compared with
a net loss of $2.90 million on $18.7 million of revenues for the
same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $54.0 million
in total assets, $64.8 million in total liabilities, and a
stockholders' deficit of $10.8 million.

Because of the history of operating losses and significant interest
expense on its debt, the Company has a working capital deficiency
of $26,480 at March 31, 2015.  The Company also has significant
debt payments due within the next 12 months and significant debt
classified as a current liability due to non-compliance with debt
covenants.  These continuing conditions 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/Bw7FGF

New York-based Twinlab Consolidated Holdings, Inc., manufactures,
markets and distributes branded nutritional supplements and other
natural products.  The Company's products are sold under the
Twinlab(R), Metabolife(R), Trigosamine(R) and Alvita(R) brands.



UNITED CONTINENTAL: S&P Raises CCR to 'BB-', Outlook Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit ratings on United Continental Holdings Inc. and
its subsidiary United Airlines Inc. to 'BB-' from 'B+'.  The
outlook is positive.

At the same time, S&P raised its ratings on the companies' secured
and unsecured debt and most of United Airlines' EETCs by one notch
each.

S&P also raised its ratings on certain EETCs by two notches if S&P
believed that their collateral protection had improved materially.

Finally, S&P affirmed its ratings on other EETCs in cases where S&P
believed that collateral protection had deteriorated or where the
rating of the related liquidity provider prevented an upgrade under
our counterparty criteria.

"United Continental reported solid earnings in first-quarter 2015,
continuing a trend of progressive improvement over the past year,"
said Standard & Poor's credit analyst Philip Baggaley.  The
company's first-quarter net income of $508 million set a record and
was a substantial improvement from the $609 million loss United
Continental experienced in first-quarter 2014, which was hurt
disproportionately by the effects of the severe winter weather.
This improvement was caused mainly by a $1.1 billion decline in the
airline's fuel costs, a trend that is benefiting the whole U.S.
industry.  More impressive was the 1.5% decline in the company's
operating cost per available seat mile excluding fuel and certain
other items, a better trend than at most other U.S. airlines.
Although S&P do not expect United Continental's operating cost per
available seat mile to decline for full-year 2015, S&P do foresees
very low nonfuel cost pressures.  Passenger revenue per available
seat mile was up slightly in the first quarter, but S&P expects a
modest decline for full-year 2015. United and other U.S. airlines
face a softer revenue outlook because of the effect of
foreign-currency translations on nondollar revenues and increased
pricing competition in select markets.  The improvement in United
Continental's operating results also translated into better credit
measures, as the company's funds flow-to-debt ratio stood at 21.5%
and its debt-to-EBITDA metric was 3.6x for the 12 months ended
March 31, 2015.

The positive outlook reflects the possibility that United
Continental could exceed S&P's base-case expectations for an
FFO-to-debt ratio in the mid-20% area in 2015 and in the high-20%
area in 2016.  The pace of improvement will be influenced by how
much free cash flow the company chooses to allocate between share
buybacks, debt reduction, and pension funding.

S&P could raise the rating on the company if stronger-than-expected
earnings or debt reduction causes its FFO-to-debt ratio to rise
above 30% and S&P believes that it will remain there.

S&P could revise the outlook to stable if weaker-than-expected
earnings or more aggressive shareholder rewards lead S&P to
conclude that the company's funds flow-to-debt ratio will likely
remain in the low-20% area or below over the next year.



VICTORY HEALTHCARE: 4 of 6 Hospitals Placed Under Ch.11 Protection
------------------------------------------------------------------
Privately-held Victory Parent Company, LLC, and four hospitals that
are part of the Victory Healthcare system have sought bankruptcy
protection with plans to sell certain assets of the hospitals.

The Victory Healthcare system currently consists of six
community-focused surgical hospitals that offer leading-edge
technology with superior personalized care provided by physicians,
nurses and allied health professionals in an environment focused on
compassion and wellness.  These facilities are Victory Medical
Center Mid-Cities, Victory Medical Center Plano, Victory Medical
Center Craig Ranch, and Victory Medical Center Landmark (each a
Debtor), along with Victory Medical Center Beaumont and Victory
Surgical Hospital East Houston (non-Debtors).  A seventh location,
Victory Medical Center Houston, was sold in April 2014.

Prior to the bankruptcy filing, in order to address the issues
facing the business, the Debtors undertook a series of activities
designed to restructure its operations.   Despite these
restructuring efforts, revenues continued to decline in 2015,
resulting in decreased cash flow and a significant amount of
litigation against the Debtors.

The Debtors determined the best strategy to maximize value is
through sales of assets.  A sale of affiliate Victory Medical
Center Houston was completed in April 2015 to Nobilis, a third
party entity that operates and manages surgical hospitals in Texas.
A sale to Nobilis of certain assets of Victory Medical Center-
Plano was scheduled to close in May 2015, but was blocked by the
entry of TRO in one of the pending lawsuits, thereby prompting the
emergency filing of the bankruptcy cases.

In Chapter 11, the Debtors have an opportunity to effectuate their
plan for a quick sale to Nobilis of certain assets of Plano,
subject to higher and better offers, including the sale of physical
assets, assumption and assignment of certain executory contracts
and unexpired leases, and transfer certain licenses to Nobilis,
subject to higher and better offers.

The Debtors intend to pursue the sale of Plano's assets to Nobilis
on an expedited basis in these bankruptcy cases and have filed a
motion to sell these assets.  The Debtors will retain the right to
collect outstanding receivables of Plano, many of which have been
withheld from payment by various insurance companies.  These
receivables will be used to help fund a plan.  The Debtors intend
to locate purchasers for the remaining facilities and hope to
effectuate similar sales for these entities.

Absent a sale or other disposition of the Debtors' assets, the
Debtors would more than likely be required to close the operating
facilities and then liquidate their assets.  This would result in
the unemployment of its employees, would make accounts receivable
difficult to collect, and would result in no return to unsecured
creditors as the secured lenders and equipment lessors would
foreclose interests in their respective collateral.

                         Debtor Hospitals

Debtor Victory Medical Center Mid-Cities, LP ("Mid-Cities") is a
Texas limited partnership formed in 2012 that operates a medical
and surgical center located at 1612 Hurst Town Center Drive, Hurst,
Texas ("Mid-Cities Facility").  The Mid-Cities Facility is
comprised of 58,000 square feet of leased space and is situated on
approximately 6.7 acres of land.  As of April 30, 2015, Mid-Cities
has total assets of approximately $12 million and total liabilities
of $20.6 million.  Debtor Victory Medical Center Mid-Cities GP, LLC
("Mid-Cities GP") is the sole general partner of Mid-Cities.

Debtor Victory Medical Center Plano, LP ("Plano") is a Texas
limited partnership formed in 2011 that operates a medical and
surgical center located at 2301 Marsh Lane, Plano, Texas ("Plano
Facility").  The Plano Facility occupies a significant portion of a
92,400 building as its leased space and shares common areas with
another tenant.  As of April 30, 2015, Plano had total assets of
approximately $17.2 million and total liabilities of $23 million.
Victory Medical Center Plano GP, LLC ("Plano GP") is the sole
general partner of Plano.

Victory Medical Center Craig Ranch, LP ("Craig Ranch") is a Texas
limited partnership formed in 2013 that operates a medical and
surgical center located at 6405 Alma Road, McKinney, Texas ("Craig
Ranch Facility").  The Craig Ranch Facility is comprised of 57,680
square feet of leased space and is situated on approximately 3.886
acres of land.  As of April 30, 2015, Craig Ranch had total assets
of approximately $8.7 million and total liabilities of $26 million.
Victory Medical Center Craig Ranch GP, LLC ("Craig Ranch GP") is
the sole general partner of Craig Ranch.

Victory Medical Center Landmark, LP ("Landmark") is a Texas limited
partnership formed in 2013 that operates a medical and surgical
center located at 5330 N. Loop 1604 West, San Antonio, Texas
("Landmark Facility").  The Landmark Facility is comprised of
84,015 square feet of leased space and is situated on approximately
6.250 acres of land.  As of April 30, 2015, Landmark had total
assets of $16.8 million and total liabilities of $33.2 million.
Victory Medical Center Landmark GP, LLC ("Landmark GP") is a Texas
limited liability company formed in 2013 for the purpose of acting
as the sole general partner of Landmark.

Victory Parent, a privately owned Texas limited liability company
formed in 2011, is the parent corporate affiliate of the Debtors
and other entities.  Based in Woodlands, Texas, Victory Parent
currently has 15 members and is managed by Robert Helms, its CEO
and sole manager.

Victory Parent manages the various Victory Healthcare entities,
including the Debtors, and provides administrative support for all
operating entities through management agreements in exchange for a
fee.  Revenue from the management agreements is Victory Parent's
sole source of revenue.  As of April 30, 2015, Victory Parent had
total current assets of approximately $4.3 million and current
liabilities of $7.2 million.

                        First Day Motions

The Debtors on the Petition Date filed motions to:

  -- jointly administer their Chapter 11 cases;
  -- extend the time to file schedules or new case deficiencies;
  -- pay prepetition employee compensation;
  -- use cash collateral;
  -- maintain their existing bank accounts; and
  -- set procedures for compensation of professionals.

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

    http://bankrupt.com/misc/VIctory_H_1st_Day_Affidavit.pdf

                     About Victory Healthcare

Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.  The Debtors are seeking joint
administration for procedural purposes, meaning that all pleadings
will be maintained on the case docket for Victory Medical Center
Mid-Cities, LP; Case No. 15-42373-RFN.

Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas.  Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio.  The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.

The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.


VICTORY HEALTHCARE: Proposes to Use Cash Collateral
---------------------------------------------------
Victory Medical Center Mid-Cities, LP, et al., are asking the U.S.
Bankruptcy Court for the Northern District of Texas to enter
interim and final orders authorizing the use cash collateral of
secured creditors IberiaBank, LegacyTexas Bank and Texas Capital
Bank, which are collectively owed more than $36 million.

Melissa A. Haselden, Esq., at Hoover Slovacek LLP, avers that
without access to cash collateral, the Debtors and their patients
would suffer immediate and irreparable harm because the Debtors
would be required to cease operations immediately, and the Debtors'
ability to dispose of assets as ongoing concerns in Chapter 11
would be eliminated.

The Debtors anticipate obtaining consent of parties with security
interests and other rights in and to the Debtor's cash collateral.

                         Financing History

(I) Debtor Mid-Cities - Lender IberiaBank

On or about Nov. 14, 2012, debtor Victory Medical Center
Mid-Cities, LP, entered into a loan agreements and various related
documents with IberiaBank including: (i) a term note which
provided, among other things, that IberiaBank extend Mid-Cities a
loan in the principal sum of $5 million to fund the purchase of
Debtor's assets; (ii) an equipment loan note in the principal sum
of $1 million to purchase new equipment and (iii) a revolving line
of credit note in the principal amount up to $3 million for working
capital (collectively the "IberiaBank Loans").  The IberiaBank
Loans were subsequently modified on or about April 13, 2014, to
change various financial covenants and the maturity date on the
loans to April 15, 2015.

The IberiaBank Loans are secured by a lien on substantially all the
assets of Mid-Cities (the "Iberia Security Agreement"). Victory
Parent is a guarantor of the IberiaBank Loans. As of the Petition
Date, the outstanding principal balance and interest on the
IberiaBank Loans was approximately $3,495,838 on the IberiaBank
Term Note; $698,544 on the Iberia Equipment Note; $2,652,733 on the
Iberia RLOC Note; plus costs, expenses and attorneys' fees on all
loans.

(II) Debtor Plano - Lender LegacyTexas Bank

On or about April 15, 2014, debtor Victory Medical Center Plano,
LP, entered into a credit facility and related loan documents with
ViewPoint Bank, N.A. ("ViewPoint RLOC Note") in the principal
amount up to $12.5 million as working capital (the "ViewPoint
Loan").  LegacyTexas Bank is the successor in interest to ViewPoint
Bank, N.A. with respect to the ViewPoint Loan.

The ViewPoint Loan is secured by a lien on substantially all the
assets of the Plano.  Victory Parent is a guarantor of the
ViewPoint Loan. As of the Petition Date, the outstanding principal
balance and interest on the ViewPoint Loan was approximately
$6,145,125.55, plus costs, expenses and attorneys' fees.

(III) Debtor Craig Ranch – Lender Texas Capital Bank

On or about May 31, 2013, debtor Victory Medical Center Craig
Ranch, LP, entered into various loan agreements and related
documents with Texas Capital Bank, N.A. including: a term note
which provided, among other things, that Texas Capital would (i)
finance the purchase of new and existing equipment for Craig Ranch
in the principal sum up of $4,140,000 and (ii) a revolving line of
credit note in the principal amount up to $2 million as working
capital (collectively the "Texas Capital Loans").  The Texas
Capital Loans are secured by a lien on substantially all the assets
of the Craig Ranch.  Victory Parent is a guarantor of the Texas
Capital Loans.  As of the Petition Date, the outstanding principal
balance and interest on the Texas Capital Loans was approximately
$1.8 million with respect to the Texas Capital RLOC Note and
$2,198,146 with respect to the Texas Capital Term Note; plus costs,
expenses and attorneys' fees on all loans.

(iv) Debtor Victory Parent – Lender IberiaBank

On or about June 27, 2013, debtor Victory Parent Company, LLC,
entered into various loan agreements and related documents with
IberiaBank to obtain financing for the San Antonio operations of
subsidiaries Landmark and non-Debtor Southcross, including (i) a
revolving line of credit agreement whereby IberiaBank would extend
a line of credit in the original principal amount of $1 million to
be used for working capital; (ii) a term loan in the original
principal amount of $5,000,000 ("VP IberiaBank Term Note A"); and
(iii) another term loan in the original principal amount of
$2,622,000 ("VP IberiaBank Term Note B") (collectively the "VP
IberiaBank Loans").  The VP IberiaBank Loans are secured by a lien
on Victory Parent's interest in Landmark, Landmark GP's interest in
Landmark, as well as a lien substantially all the assets of
Landmark and non-Debtor Southcross.  As of the Petition Date, the
outstanding principal balance and interest was approximately
$883,431 with respect to the VP IberiaBank RLOC Note; $3,154,516
with respect to VP IberiaBank Term Note A and $2,277,085 on VP
IberiaBank Term Note B; plus costs, expenses and attorneys' fees.

                      Consent from Lenders

Secured Lenders are owed collectively owed more than $36 million
with respect to the Secured Loans. While the terms of an agreed
order have not been finalized, the Secured Lenders have each agreed
to the Debtors' use of cash Collateral and the Debtors expect that
an agreed order will include, among others, the following:

  A. Debtors may each use cash Collateral pursuant to approved
budgets, with a 10% variance per line item and the ability to apply
any unused budgeted funds at its discretion.

  B. Secured Lenders' prepetition liens will be adequately
protected by replacement liens to the same extent and priority as
their respective prepetition liens.

                     About Victory Healthcare

Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.  The Debtors are seeking joint
administration for procedural purposes, meaning that all pleadings
will be maintained on the case docket for Victory Medical Center
Mid-Cities, LP; Case No. 15-42373-RFN.

Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas.  Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio.  The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.

The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.


VICTORY HEALTHCARE: Seeks July 26 Extension to File Schedules
-------------------------------------------------------------
Victory Medical Center Mid-Cities, LP, et al., are asking the U.S.
Bankruptcy Court for the Northern District of Texas for an
extension of the time to file their schedules and statements until
July 26, 2015.

Melissa A. Haselden, Esq., at Hoover Slovacek LLP, avers that cause
for emergency consideration exists because the existing deadline to
file schedules and statements is June 26, 2015, and, due to the
emergency nature of the Chapter 11 filings, the Debtors have not
yet had sufficient time to collect and assemble all of the
requisite financial data and other relevant information required to
complete all of the Schedules and Statement of Financial Affairs.

Mr. Haselden notes that the Meeting of creditors has not yet been
scheduled and is likely not to be scheduled prior to the requested
deadline, so the extension should not unfairly prejudice
creditors.

                     About Victory Healthcare

Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.  The Debtors are seeking joint
administration for procedural purposes, meaning that all pleadings
will be maintained on the case docket for Victory Medical Center
Mid-Cities, LP; Case No. 15-42373-RFN.

Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas.  Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio.  The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.

The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.


VICTORY MEDICAL: Section 341 Meeting Set for July 24
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Victory Medical
Center Mid-Cities, LP will be held on July 24, 2015, at
1:00 p.m. at FTW 341 Rm 7A24.  Creditors have until Oct. 22, 2015,
to file their proofs of claim.

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

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

Victory Medical Center Mid-Cities, LP and eight affiliates filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
15-42373) on June 12, 2015.  The Debtors estimated assets and
liabilities of $10 million to $10 million.

Hoover Slovacek, LLP serves as the Debtors' counsel.  Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC acts as the Debtors'
special counsel.  Epiq Bankruptcy Solutions, LLC is the Debtors'
claims, noticing and balloting agent.  Russell F. Nelms presides
over the cases.


WARREN RESOURCES: Moody's Lowers CFR to Caa2, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Warren Resources Inc.'s
Corporate Family Rating to Caa2 from B3 and Probability of Default
Rating to Caa2-PD/LD from B3-PD. Moody's also downgraded the
unsecured notes to Caa3 from Caa1 and changed the Speculative Grade
Liquidity Rating to SGL-4 from SGL-3. The rating outlook was
changed to negative from stable.

Moody's considers Warren's exchange of $69.6 million unsecured
notes for $47.2 million of first lien term loans as a distressed
exchange, which is an event of default under Moody's definition of
default. As noted above, Moody's appended the Caa2-PD PDR with a
"/LD" designation indicating limited default. The "/LD" designation
will be removed three business days here after.

On May 26, 2015, Warren announced the closing of a $250 million
first lien term loan financing consisting of $202.5 million new
money and $47.2 million of additional first lien term loan in
exchange for $69.6 million of unsecured notes. The new money
included $172.5 million borrowed at closing for working capital and
to repay and terminate Warren's existing revolving credit facility
and a $30 million delayed draw first lien commitment.

"The first lien term loan transaction only eases Warren's liquidity
pressure temporarily and does not decrease leverage materially,"
said Sreedhar Kona, Moody's Senior Analyst. "The current weak
commodity price environment, Warren's incremental interest burden,
and the projected capital expenditures will continue to exert
significant pressure on Warren's liquidity necessitating additional
liquidity."

Downgrades:

Issuer: Warren Resources, Inc.

  -- Corporate Family Rating, Downgraded to Caa2 from B3

  -- Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from
     Caa1 (LGD5)

  -- Probability of Default Rating, Downgraded to Caa2-PD/LD from
     B3-PD

Changes:

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

Outlook Actions:

Issuer: Warren Resources, Inc.

  -- Outlook Changed to Negative from Stable

Warren's Caa2 CFR reflects the company's weak liquidity and
elevated leverage metrics, small scale and limited prospects for
reserves and production growth. Moody's expects Warren's EBITDA to
interest coverage to approach 1x and retained cash flow to debt to
drop below 3%. Furthermore, Warren's debt-to-average daily
production should range between $32,000 to $35,000 per barrel of
oil equivalent (boe) per day, and debt-to-proved developed (PD)
reserves to exceed $12 per boe over the next 12 months. Warren's
rating is also impacted by its highly stressed liquidity situation
that will require further capital infusions in addition to
operational cost savings and proceeds from asset sales.

Warren's SGL-4 liquidity rating indicates weak liquidity over the
next twelve months. Proforma for the first lien term loan
transaction, the $30 million available in the form of delayed draw
term loan is the only noteworthy source of liquidity for Warren. At
March 31, 2015, Warren had $3 million cash on the balance sheet.
With the significant increase in the interest burden due to the
first lien term loan's interest rate of 9.5%, Moody's expect Warren
to draw on the delayed draw term loan in early 2016. In the current
weak commodity price environment, without significant operational
expense reductions or asset sale proceeds, Moody's do not expect
Warren to generate sufficient cash flow from operations to cover
the debt service and capital expenditures. Moody's also believe
that there is a high likelihood of Warren exhausting its available
liquidity in 2016, hence requiring a liquidity infusion either in
the form of additional debt or equity. The first lien term loan
does not require Warren to comply with the financial covenants
until the first 18 months after the close of the transaction.

Warren's senior unsecured notes are rated Caa3, which is one notch
below the company's Caa2 CFR. This notching reflects the priority
claim given to the first lien term loan facility, under Moody's
Loss Given Default methodology.

The negative outlook reflects Warren's weak liquidity and the
challenges facing the company in growing its cash flow. The outlook
could return to stable if the liquidity improves significantly and
leverage improves through greater cash flow or equity issuances.

Warren's ratings could be downgraded if the company does not
generate sufficient cash flow to cover the interest on its debt or
have committed financing in place to meet its liquidity needs
through 2016.

An upgrade is possible if Warren's retained cash flow to debt
approaches 10%, combined with adequate liquidity.

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

Warren Resources, Inc. is an independent energy company engaged in
the acquisition, exploration, development and production of
domestic oil and natural gas reserves. The company's activities are
primarily focused on oil production in the Wilmington field in the
Los Angeles Basin in California, and natural gas production in
Marcellus Basin in Pennsylvania and the Washakie Basin in Wyoming.
The company is headquartered in New York, NY.


WCI COMMUNITIES: S&P Raises CCR to 'B', Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on WCI Communities Inc. to 'B' from 'B-'.  The outlook is
stable.  At the same time, S&P raised its issue-level rating on the
company's existing senior unsecured notes to 'B+' from 'B'. The '2'
recovery rating on the notes is unchanged, indicating S&P's
expectation of substantial (lower end of the 70% to 90% range)
recovery in the event of default.

The 'B' corporate credit rating reflects S&P's view that WCI has a
"vulnerable" business risk profile and an "aggressive" financial
risk profile, as defined in S&P's criteria.

"The upgrade reflects an improvement in operating performance and
key credit measures, including leverage falling below 5x EBITDA,"
said Standard & Poor's credit analyst Thomas O'Toole.  "We expect
these improvements to be sustained as the housing market continues
to recover," he added.

Furthermore, S&P views the risk of leveraging events such as
debt-financed dividends to have diminished because S&P no longer
views the company to be controlled by financial sponsors after its
two largest shareholders divested of a significant number of shares
earlier in the year (combined ownership is now below 40%).

The stable outlook reflects S&P's view that WCI will maintain
leverage in the 4x to 5x range over the next year even as it
continues to use working capital to aggressively expand its overall
homebuilder platform.

S&P could lower its rating on WCI if credit measures weaken such
that S&P would revise its financial risk profile assessment to
highly leveraged.  This could be caused by the company taking on
additional debt to fund working capital or an economic disruption
in the Florida housing market.

S&P views an upgrade as unlikely in the next 12 months due to WCI's
small size and narrow geographic focus, which influences S&P's view
of business risk, and S&P's expectation that leverage will remain
above 4x EBITDA in this timeframe.  However, S&P could raise its
rating in the longer term if the company continues on its
aggressive growth trajectory such that its platform is closer in
size to higher-rated peers, while reducing and maintaining leverage
in the 3x to 4x EBITDA range.



WITTENBERG UNIVERSITY: Moody's Affirms B1 Rating on $32.6MM Debt
----------------------------------------------------------------
Moody's Investors Service affirmed Wittenberg University's B1
rating on $32.6 million of rated debt issued through the Ohio
Higher Educational Facility Commission. The outlook is negative.

Affirmation of Wittenberg's B1 rating favorably incorporates
improved cash flow sufficient to cover annual debt service in FY
2015, earlier than the university's original projections. This
follows aggressive board and leadership efforts to stabilize
operations and liquidity, with a commitment to take actions to
balance the operating budget by FY 2017. Gift revenues remain
strong for the rating category, providing important budgetary
support.

The B1 rating also incorporates multiple ongoing challenges. A
highly competitive environment results in potential enrollment
volatility. Revenue trends are weak, with very high tuition
discounting required to draw students. The university's relatively
small scale, with under $52 million of operating revenues, provides
less flexibility to continue to adjust expenses over a multi-year
period. Limited capital investment in recent years has led average
age of plant to grow to 23 years, amongst the highest for rated
private institutions. Further, unrestricted liquidity will decline
by an estimate 40% drop in FY 2015 as the university reclassifies
unrestricted net assets to temporarily restricted reflecting higher
than policy spending of certain restricted funds in previous
years.

Wittenberg University's negative outlook reflects improving but
still weak performance in the near-term as the university looks to
produce stronger cash flow through expense adjustments. Inability
to sustain enrollment or adjust the budget for a constrained
revenue growth environment could result in additional rating
pressure, particularly given the university's more limited
liquidity profile.

In the event of a downgrade, there may be a rating differentiation
between the Series 1999 and 2005 bonds which have a debt service
reserve fund and the Series 2001 bonds, which do not.

What could make the rating go Up:

- Multi-year trend of sustainably strengthened operating cash flow
and debt service coverage

- Growth in unrestricted liquidity

- Improvement in competitive position

What could make the rating go Down:

- Return to deficit operations and weak cash flow,

- Additional borrowing without improved cash flow

- Further declines in liquidity

Wittenberg University was founded in 1845 in Springfield, Ohio by
the English Synod of the Lutheran Church as a private,
church-related liberal arts university. The university is
affiliated with the Evangelical Lutheran Church off America. It is
a residential university, with 93% of students living on campus.
Wittenberg offers primarily undergraduate liberal arts programs
coupled with niche programs in education, fine arts, and
management.

The bonds are a general obligation of the university. There are
cash-funded debt service reserve funds for the Series 1999 and 2005
bonds of approximately $1.447 million and $821,129, respectively,
as of June 2014, with no fund for the Series 2001 bonds. There is
an additional bonds covenant with the bond insurer Ambac for the
Series 1999 bonds.

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


ZAZA ENERGY: Lacks Cash to Repurchase Redeemable Senior Notes
-------------------------------------------------------------
ZaZa Energy Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $6.65 million on $1.28 million of revenues
for the three months ended March 31, 2015, compared with a net loss
of $1.36 million on $3.03 million of revenues for the same period
last year.

The Company's balance sheet at March 31, 2015, showed $52.9 million
in total assets, $118 million in total liabilities, and a
stockholders' deficit of $65.5 million.

Pursuant to an agreement with the holders of our 10% Senior Secured
Notes due 2017, the Company will be required to repurchase on May
29, 2015 all of the Senior Secured Notes at a price equal to the
$13.9 million in principal amount, plus any accrued and unpaid
interest and a 3% amendment fee.  The Company does not currently
have sufficient cash or cash equivalents to complete its repurchase
obligations to the holders of the Senior Secured Notes.  If any of
these defaults and the acceleration of any debt were to occur, it
is unlikely that the Company would be able to continue as a going
concern and it may be forced to declare, or be forced into,
bankruptcy.

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

                        http://is.gd/kAwNqU

Headquartered in Houston, Texas, ZaZa Energy Corporation --
http://www.ZaZaEnergy.com/-- is a publicly traded exploration  
and production company with primary assets in the Eagle Ford and
Eagle Ford East resource plays in Texas.



[*] Default Rate Driven by Metals/Mining Sectors, Fitch Says
------------------------------------------------------------
Nine defaults in May, all in the energy and metals/mining sectors,
fueled the trailing 12-month (TTM) U.S. high yield default rate to
2.3%, according to Fitch Ratings.  This is the highest number of
defaults in a single month since October 2009, and pushes the
default rate above the 2.1% seen in April 2015.

Twenty-eight issuers have defaulted since the beginning of the year
on $22.8 billion of outstanding debt.  Fitch has observed a spike
in distressed debt exchanges (DDEs), with nine DDEs since the
beginning of the year now totaling $2.6 billion versus three and
$0.7 billion for the same time period last year.  Seven energy and
metals/mining DDEs were executed in the past two months. Energy and
metals/mining now account for 60% of the year to date defaulted
high yield issuers although they represent only 23% of the universe
on a dollar basis.

'Several recent DDEs have comprised only a small portion of the
issuers' outstanding bonds,' said Eric Rosenthal, Senior Director
of U.S. Leveraged Finance.  'The key will be whether they reduce
leverage enough to stave off further restructurings.'

Recent DDEs for SandRidge Energy, Halcon Resources and Alpha
Natural Resources represented 1%, 8% and 20% of their outstanding
bonds, respectively.

If those seven energy and metals/mining issuers filed chapter 11
instead of executing DDEs for only a small portion of their capital
structure, then the TTM default rate would have been 3% and default
volume would have been $32 billion.

In addition, 35% of all DDEs executed between 2008 - 2014 resulted
in a subsequent default.

Energy sector companies continue to account for a larger share of
'CCC' or lower rated bonds, comprising $62 billion of the $259
billion 'CCC' or lower universe.  This is more than double the
amount from one year ago and nearly equal to the next three largest
sectors combined.

New high yield bond issuance remains strong, registering $149
billion through end-May 2015.  Up 20% from the same period last
year, current volumes are tracking ahead of the record $307 billion
issued in 2012.



[*] U.S. Bank TruPS CDOs Combined Default Rate Declines, Fitch Says
-------------------------------------------------------------------
The number of combined defaults and deferrals for U.S. bank TruPS
CDOs decreased marginally to 19.7% at the end of May from 19.8% at
the end of April, according to the latest index results published
on June 12, 2015 by Fitch Ratings.

In May, two banks representing $15 million of notional in two CDOs
cured.  There were no new deferrals or defaults in May.  One issuer
that has been deferring since March 2010, with a notional of $4
million in one CDO, was sold from the portfolio with an estimated
recovery of 13.8%.

Across 78 Fitch-rated TruPS CDOs, 231 defaulted bank issuers remain
in the portfolio, representing approximately $5.8 billion of
collateral.  Currently 146 issuers are deferring interest payments
on $1.7 billion of collateral compared with 223 issuers that were
deferring on $2.6 billion of collateral in May 2014.  The reduction
in the deferrals is primarily due to cures, and (to a smaller
extent) to defaults, sales, and removal of the deferring collateral
related to CDOs that are no longer rated by Fitch.



                            *********

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.

                            *********

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