TCR_Public/140626.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, June 26, 2014, Vol. 18, No. 176

                            Headlines

4L TECHNOLOGIES: S&P Retains 'B+' CCR Over New $110MM Debt Add-On
ADVANCED MICRO: Reports Initial Results of Tender Offer
AFFORDABLEBRACES.COM: Case Summary & 7 Top Unsecured Creditors
ALERIS INTERNATIONAL: S&P Affirms 'B' CCR & Removes From Watch
AM GENERAL: S&P Puts 'CCC' Corp. Credit Rating on CreditWatch Pos.

AMERICAN APPAREL: Stockholders Elected 3 Directors to Board
AMERICAN APPAREL: CEO Wins Supporters, to Challenge Dismissal
AMERICAN ENERGY: S&P Assigns 'B-' CCR; Outlook Stable
AMERICAN EQUITY: Fitch Affirms 'BB+' IDR; Outlook Stable
API TECHNOLOGIES: Promotes Claudio Mannarino to CFO

ARMORWORKS ENTERPRISES: PE Firm Gets Majority Stake in New Plan
ASCEND LEARNING: Moody's Keeps B3 CFR Over New $400MM Add-on Debt
BELDEN INC: S&P Assigns 'B+' Rating on $200MM 10-Yr. Sub. Notes
BROADWATER RACQUET: Case Summary & 4 Largest Unsecured Creditors
BRUNSWICK CORPORATION: Moody's Hikes Corp. Family Rating to Ba1

CARL'S FURNITURE: Closes All 3 Locations
CENTRAL FALLS, RI: Moody's Hikes General Obligation Rating to Ba3
COMMONWEALTH ADVISORS: JPMorgan's Claims Pared In CDO Row
CONN'S INC: Moody's Assigns 'Ba3' Corporate Family Rating
CONNECTEDU INC: Remaining Assets Sell for $801,000

CRISS PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
CROWN HOLDINGS: S&P Retains 'BB' Corporate Rating
CUE & LOPEZ: Oriental Bank Wants to Continue State Court Action
DESERT HOT SPRINGS, CA: Debates Police Versus Bankruptcy Path
DETROIT, MI: Creditors Blast Bid To Take Judge On Tour Of City

EASTMAN KODAK: Trustee Sues Altek Corp. to Recover $49.2 Million
ELIZABETH ARDEN: Restructuring A Blemish On Sale Prospects
FAIRMONT GENERAL: Court Approves $15MM Sale to Alecto
FIRST MARINER: Now Known as "Capital Trust Holdings, Inc."
FLEET CARD FUELS: Case Summary & 16 Largest Unsecured Creditors

GENERAL MOTORS: Identifies Air Bag Glitch in Some Cruze Cars
GFI GROUP: Fitch Lowers IDR to 'BB-' & Maintains Neg. Outlook
GLASSHOUSE TECHNOLOGIES: Files for Bankruptcy
HAMPTON COUNTY: Moody's Cuts Gen. Obligation Debt Rating to Ba3
HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Rating

IMMUCOR INC: S&P Cuts CCR to B on Weaker-Than-Expected Performance
INTELLIGRATED INC: S&P Keeps 'B' Rating Over 1st Lien Debt Add-On
INTERFAITH MEDICAL: Confirms Reorganization Plan
ISTAR FINANCIAL: Fitch Affirms 'B' Issuer Default Rating
JAMES AND ASSOC: Clients Must Contact LSUC by Aug. 15

JHCI ACQUISITION: Moody's Affirms 'B3' Corporate Family Rating
LYNN LEE OF PINELLAS: Case Summary & 8 Top Unsecured Creditors
MACKEYSER HOLDINGS: Bankruptcy Shutters Aspen Eye Clinic
MARTIN MARIETTA: Moody's Confirms Ba1 Corporate Family Rating
MARVIN H RICHER: Ill. Judge Affirms Ruling on Morehead Claim

MEE APPAREL: Closes 12-Mil. Sale of Assets to Suchman
MEE APPAREL: Amends Schedules of Assets and Liabilities
MEMORIAL RESOURCE: Moody's Rates $300MM Sr. Secured Notes 'Caa1'
MEMORIAL RESOURCE: S&P Assigns 'B' CCR & Rates $300MM Notes 'B-'
METEX MFG: Confirms Another Chapter 11 Reorganization Plan

METRO-GOLDWYN-MAYER: New $300MM Debt No Impact on Moody's Ba2 CFR
MF GLOBAL: Trustee Says Most Customer Claims Are Complete
MFH ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
MT. GOX: Obtains Ch. 15 Protection Though Venue in Doubt
NAVISTAR INTERNATIONAL: Extends Expiration of Rights Agreement

NGL ENERGY: Fitch Assigns 'BB-' Rating on Sr. Unsecured Notes
NGL ENERGY: S&P Assigns 'BB-' Rating on $350MM Sr. Unsec. Notes
NIELSEN FINANCE: Moody's Rates $800MM Sr. Unsecured Notes 'B1'
NORTHERN DENTAL: Bobcaygeon Dental Biz to Be Sold July 24
OHCMC-OSWEGO: Vacant Illinois Land Heading for September Auction

OPTIM ENERGY: Floats $60M Stalking Horse Bid For Coal Plant
PARADISE HOSPITALITY: Judge Smith Dismisses Chapter 11 Case
PUERTO RICO: Governor Aims to Revamp Debt of Public Corporations
ROSE ROCK: S&P Assigns 'B+' CCR & Rates $350MM Sr. Notes 'B'
RITE AID: Eight Directors Elected at Annual Meeting

RR DONNELLEY: Moody's Affirms 'Ba2' Corporate Family Rating
SANDISK CORP: S&P Raises CCR to 'BB+'; Outlook Stable
SEQUENOM INC: Camber Capital Holds 5.4% Equity Stake
SOURCE INTERLINK: Proposes KCC as Claims Agent, Admin. Advisor
SOURCE INTERLINK: To Pay $280,000 for Critical Vendor Claims

SOURCE INTERLINK: Wants Schedules Deadline Moved to Aug. 22
SOURCE INTERLINK: Proposes to Use Cash Collateral
SOURCE INTERLINK: Time Inc. Severed Ties Pre-Bankruptcy
TEMPLAR ENERGY: S&P Retains 'B-' Loan Rating After $200MM Add-On
TEXAS INDUSTRIES: Moody's Says Ba1 CFR Still for Possible Upgrade

THOMPSON CREEK: Announces Pricing Terms of Exchange Offer
UNIVERSAL HEALTH: Fitch Hikes IDR to BB+, Alters Outlook to Stable
VERISK ANALYTICS: Moody's Withdraws B1 Corporate Family Rating
WCI COMMUNITIES: Moody's Assigns B3 Rating on $50MM Add-on Notes
ZOGENIX INC: Presented at JMP Securities Healthcare Conference

* Debtor Can 'Strip Off' Mortgages In Ch. 20, 11th Circ. Says

* SunTrust Settles with Justice Dept. over Mortgages

* Investors Punish Pair of For-Profit Educators
* Many Displaced by Superstorm Sandy Still Wait for Housing Help

* Matt Burnstein Elected Chairman at Waller
* KCC's Albert Kass Bags M&A's 5th Annual 40 Under 40 Award

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


4L TECHNOLOGIES: S&P Retains 'B+' CCR Over New $110MM Debt Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating on Hoffman Estates, Ill.-based printer cartridge and
mobile phone remanufacturer 4L Technologies Inc. and its 'B+'
issue-level and '3' recovery ratings on 4L's first-lien credit
facilities are unchanged on the proposed issuance of a $110
million add-on to the company's first-lien term loan to fund its
acquisition of a smaller printer cartridge remanufacturer.

The target is a leading provider of remanufactured laser
cartridges with strength in color products.  The acquisition will
strengthen 4L's position among mid-market imaging clients and
provide opportunities for meaningful cost savings.  Standard &
Poor's adjusted leverage will increase slightly to 4.8x as of
March 31, 2014, pro forma for the acquisition but excluding
expected synergies.  S&P expects leverage to fall to the mid-4x
area by the end of 2014 resulting from growth in 4L's wireless
business with further improvement expected in 2015 as the company
realizes cost savings related to the acquisition.

The ratings reflect 4L's "aggressive" financial risk profile and
"weak" business risk profile, reflecting pricing and competitive
pressures combined with a concentrated customer base.  The stable
outlook reflects a strong position in the printer cartridge
remanufacturing industry, good growth prospects in its wireless
segment, and good customer relationships.

RATINGS LIST

4L Technologies Inc.

Corporate Credit Rating                   B+/Stable/--
  Senior Secured
  US$760 mil term bank ln due 2020         B+
   Recovery Rating                         3
  US$65 mil revolver bank ln due 2019      B+
   Recovery Rating                         3


ADVANCED MICRO: Reports Initial Results of Tender Offer
-------------------------------------------------------
Advanced Micro Devices, Inc., said it has settled all 8.125%
Senior Notes due 2017 that were tendered, but not validly
withdrawn, at or prior to 12:00 midnight, New York City time, on
June 19, 2014 (the "Consent Deadline"), pursuant to its previously
announced tender offer and consent solicitation with respect to
any and all of its outstanding 8.125% Notes.  The Tender Offer
will expire at 12:00 midnight, New York City time, on July 3,
2014, unless extended or earlier terminated by AMD.

Under the terms of the Tender Offer, holders of 8.125% Notes who
(i) validly tendered their 8.125% Notes at or prior to the Consent
Deadline and (ii) consented to certain proposed amendments in the
Consent Solicitation to reduce the minimum notice period required
in connection with redemption of 8.125% Notes from 30 days to 3
business days were entitled to receive a total payment of
$1,045.88 for each $1,000 principal amount of 8.125% Notes
purchased pursuant to the Tender Offer.

As of the Consent Deadline, holders of $145,130,000 aggregate
principal amount of 8.125% Notes, representing 52.04% of the
outstanding 8.125% Notes, had validly tendered their 8.125% Notes
and had submitted related consents.  As a result, the number of
consents required to approve the Proposed Amendments were
received.  After giving effect to the purchase of the Tendered
Notes, $133,760,000 aggregate principal amount of 8.125% Notes
remain outstanding as of June 20, 2014.  On June 20, 2014, AMD
provided a redemption notice to holders of all remaining
outstanding 8.125% Notes. These remaining 8.125% Notes will be
redeemed on June 25, 2014.

"We continue to successfully execute our strategic plan for long-
term growth and profitability by driving our differentiated
compute and graphics technologies into a more diverse set of
markets," said AMD senior vice president and chief financial
officer Devinder Kumar.  "This latest financial transaction is
part of the ongoing work to further improve our debt profile and
financial foundation as we continue to transform the company."

AMD expects that the impact of its recent offering of its 7.00%
Senior Notes due 2024 and subsequent use of proceeds will be
largely neutral in terms of aggregate outstanding debt.  AMD also
expects to incur a charge of approximately $50 million in the
second quarter of 2014 in connection with its purchase and
redemption of 8.125% Notes.  AMD expects interest expense in the
second quarter of  2014 to be approximately $46 million, higher
than previously anticipated due to increased debt balances for
part of the second quarter of 2014.  Beginning in the third
quarter of 2014, AMD expects quarterly interest expense to decline
to approximately $42 million, driven by 2014 debt reprofiling
activities.

AMD has retained J.P. Morgan Securities LLC to act as the Dealer
Manager for the Tender Offer.  Questions regarding the tender
offer may be directed to J.P. Morgan Securities LLC at (800) 245-
8812 (toll-free) or (212) 270-1200 (collect).

Moreover, on June 20, 2014, AMD entered into a supplemental
indenture to that certain indenture, dated as of Nov. 30, 2009, by
and between AMD and Wells Fargo, National Association, as trustee.
The First Supplemental Indenture, among other things, amends the
Indenture to reduce the notice period for redemptions from 30 days
to 3 business days.

A full-text copy of the First Supplemental Indenture to the
Indenture governing the 8.125% Notes, between Advanced Micro
Devices, Inc. and Wells Fargo, National Association, as Trustee,
dated June 20, 2014, is available for free at http://is.gd/odLt11

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.  The Company's balance sheet at
Dec. 28, 2013, showed $4.33 billion in total assets, $3.79 billion
in total liabilities and $544 million in total stockholders'
equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on June 5, 2014, Fitch Ratings has upgraded
the long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'.  The upgrade
primarily reflects AMD's improved financial flexibility from
recent refinancing activity, which extends meaningful debt
maturities until 2019.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AFFORDABLEBRACES.COM: Case Summary & 7 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Affordablebraces.com
           fdba Merritt Island Dental Group
        455 Magnolia Avenue, Suite B
        Merritt Island, FL 32952

Case No.: 14-07288

Chapter 11 Petition Date: June 24, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Samuel R Pennington, Esq.
                  PENNINGTON LAW FIRM, P.A.
                  121 S. Orange Avenue, Suite 1500
                  The Plaza, North Tower
                  Orlando, FL 32801
                  Tel: (407) 647-8833
                  Fax: (407) 671-5679
                  Email: info@penningtonlawfirmpa.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul Ouellette, owner.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-07288.pdf


ALERIS INTERNATIONAL: S&P Affirms 'B' CCR & Removes From Watch
--------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B'
corporate credit rating on Beachwood, Ohio-based Aleris
International Inc. and removed the rating from CreditWatch, where
it had been placed with negative implications on Feb. 11, 2014.

At the same time, S&P revised the recovery ratings on the
company's $500 million 7.625% senior notes due 2018 and $500
million 7.875% senior notes due 2020 to '4' from '5', indicating
S&P's expectation of average (30% to 50%) recovery in the event of
a payment default.  As a result, S&P raised its issue-level rating
on both notes to 'B' from 'B-', in line with the corporate credit
rating. The outlook is stable.

"The stable outlook reflects our expectation that liquidity will
remain adequate over the next 12 months, even if market conditions
do not improve," said Standard & Poor's credit analyst Chiza
Vitta.

S&P could lower its ratings on Aleris if liquidity deteriorates to
a level it views as "less than adequate."  This could happen if
the operating environment remains difficult for a prolonged period
of time and margins deteriorate, particularly if the contemplated
asset sales do not materialize.  S&P could also lower its rating
if it revised the business risk profile to "vulnerable" from
"weak."  Such a revision would be a reflection of S&P's view of
Aleris' profitability and prospects for weathering volatile market
conditions.

S&P could raise its ratings on Aleris if the company's credit
measures improve such that leverage is below 5x and it believed
management and the company's financial sponsor were committed to
maintaining leverage at or below this level.  This would most
likely be the result of EBITDA expansion resulting from increasing
end market demand and growing international business, including
the Zenjiang rolling mill in China.


AM GENERAL: S&P Puts 'CCC' Corp. Credit Rating on CreditWatch Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'CCC' corporate credit rating, on U.S.-based Humvee
manufacturer AM General LLC on CreditWatch with positive
implications.

The CreditWatch placement follows AM General's recent legal
settlement with BAE Systems PLC.  In April 2013, AM General won a
judgment for about $277 million, which BAE appealed. AM General's
financial statements are private and details of the settlement
have not been publicly disclosed.

"We plan to resolve the CreditWatch placement in the coming weeks
following a more in depth analysis surrounding the company's
liquidity profile and prospects for future cash generation," said
Standard & Poor's credit analyst Chris Mooney.  S&P will likely
raise the rating if it assess the company's liquidity profile as
"less than adequate" or "adequate" as opposed to the current
"weak" assessment.


AMERICAN APPAREL: Stockholders Elected 3 Directors to Board
-----------------------------------------------------------
American Apparel, Inc., held its 2014 annual meeting of
stockholders on June 18, 2014, at which the stockholders elected
David Danziger, Robert Greene and Allan Mayer to the Board of
Directors, each to serve for a term of three years and until his
successor is duly elected and qualified.  The appointment of
Marcum LLP as the Company's independent auditors for the fiscal
year ending Dec. 31, 2014, was ratified.  The stockholders also
approved, on an advisory basis, the compensation of the Company's
named executive officers.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

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

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

American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $333.75 million in total
assets, $411.15 million in total liabilities and a $77.40 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

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


AMERICAN APPAREL: CEO Wins Supporters, to Challenge Dismissal
-------------------------------------------------------------
Dov Charney asserted in a documents filed with the U.S. Securities
and Exchange Commission that his termination as American Apparel's
president and chief executive officer is without merit and that he
intends to contest it vigorously.

On June 18, 2014, the Board of the Company notified Mr. Charney of
the Board's intent to terminate his employment as the Company's
president and chief executive officer, for cause, over an alleged
misconduct.  The termination will be effective following a 30-day
cure period required under the terms of his employment agreement.
The Board suspended Mr. Charney pending the expiration of that
cure period.  Mr. Charney was also removed as Chairman of Board.

Following the announcement on June 18, 2014, made by the Company
of its intent to terminate Mr. Charney's employment, Mr. Charney
said he was approached by certain persons, including stockholders
of the Company, who expressed support for his continued leadership
of the Company.  On June 19, 2014, Mr. Charney began to discuss
with the Supporters potential changes to the composition of the
Board and management of the Company.

Mr. Charney disclosed that as of June 18, 2014, he beneficially
owned 47,209,406 shares of common stock of American Apparel, Inc.,
representing 27.2 percent of the shares outstanding.

The Board of Directors of the Company notified Mr. Charney of the
Board's intent to terminate his employment as the Company's
president and chief eecutive officer, for cause under his
employment agreement, to be effective following a 30-day cure
period.  The Board also removed the reporting person as Chairman
of the Board.

A full-text copy of the regulatory filing is available at:

                         http://is.gd/sqM18j

                        About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

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

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

American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $333.75 million in total
assets, $411.15 million in total liabilities and a $77.40 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

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


AMERICAN ENERGY: S&P Assigns 'B-' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Oklahoma City-based American Energy-
Marcellus LLC.  The rating outlook is stable.  S&P also assigned
its 'B-' issue-level rating, with a '3' recovery rating, to the
company's proposed $750 million first-lien term loan maturing in
2020.  The '3' recovery rating indicates S&P's expectation of
meaningful (50% to 70%) recovery in the event of a payment
default.  In addition, S&P assigned its 'CCC' issue-level rating,
with a '6' recovery rating, to the company's proposed $450 million
second-lien term loan maturing 2021.  The '6' recovery rating
indicates S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default.

"Our stable rating outlook reflects our expectation that AEM's
operating cash flow, capital spending reserve, and additional
equity commitments running to financial sponsors will be
sufficient to fund planned capital spending over the next year and
that the company will be successful in significantly expanding its
production and reserves from initial levels," said Standard &
Poor's credit analyst Scott Sprinzen.

S&P could lower the rating if AEM met with significant operating
setbacks and/or if it accelerated investment to an extent that was
greater than initially planned without prefunding its incremental
cash requirements, putting in doubt its ability to meet ongoing
debt service requirements.  S&P could also lower the rating if
debt to EBITDA rose above 6x.

S&P currently views an upgrade within the one-year timeframe
addressed by the outlook as unlikely.  However, over a longer
timeframe, S&P could raise the rating based on a reassessment of
AEM's business risk profile, as the company establishes a track
record of fulfilling its growth and cost performance goals, while
maintaining appropriate leverage and adequate liquidity.


AMERICAN EQUITY: Fitch Affirms 'BB+' IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
American Equity Investment Life Holding Company (AEL) at 'BB+' and
the Insurer Financial Strength (IFS) ratings of its insurance
operating subsidiaries: American Equity Investment Life Insurance
Company (AEILIC) and American Equity Investment Life Insurance
Company of New York, at 'BBB+'.  The Rating Outlook is Stable.  A
full list of ratings follows at the end of this release.

KEY RATING DRIVERS

The affirmation reflects high credit quality within AEL's bond
portfolio, continued good operating results, adequate risk-
adjusted capitalization and strong competitive position in the
fixed indexed annuity market.  The rating also reflects AEL's high
financial leverage, above-average exposure to interest rate risk
and lack of diversification in earnings and distribution.

Fitch considers AEL's bond portfolio to be of above-average credit
quality.  At March 31, 2014, the company's investment portfolio
was constructed primarily of investment-grade fixed income
securities.  A high level of liquidity in the company's bond
portfolio is supported by an above-average allocation to publicly
traded bonds.  At year-end 2013, the company's surplus exposure to
risky assets -- which Fitch considers to be such investments as
below investment-grade bonds, troubled real estate, unaffiliated
common equity and other similar assets -- was 67%, up modestly
from 65% year-end 2012, but moderately below the industry average.

Fitch views the NAIC risk-based capital (RBC) ratio as of AEL's
primary insurance subsidiary, AEILIC, to be relatively stable over
the past five years and adequate for the rating category.  At
Dec. 31, 2013, the company reported an RBC ratio of 344%, up from
its 332% at yearend 2012.  Fitch anticipates that AEILIC's 2014
RBC ratio will be maintained above 300% as internally generated
capital will be partially offset by continued strong sales growth.

AEL's financial leverage was approximately 37% at March 31, 2014,
down from a recent high of 43% at yearend 2010.  Fitch considers
this level of financial leverage to be high, and is the primary
reason for the extra notch between the parent company and
subsidiary ratings.  AEL issued $400 million of eight-year senior
notes in July 2013, with the majority of proceeds expected to be
used to fund the redemption of a portion of existing convertible
debt on the company's balance sheet.  The company continued the
reduction of outstanding principal on the convertible notes in
April 2014.

AEL's above-average interest rate risk reflects the company's
focus on spread-based annuity products, particularly fixed indexed
annuities.  The near-term concern is the ongoing low interest rate
environment, which is challenging the company and its peers in
terms of maintaining interest rate spreads.

From a longer-term perspective, as AEL's book of business matures,
the occurrence of a rapid increase in interest rates could have an
adverse effect on its financial position, as it could result in a
sharp increase in surrenders while the value of its largely fixed-
rate investments decline in market value.  Positively, Fitch notes
that AEL's book of business continues to exhibit strong protection
in terms of significant surrender charges which help offset the
cost to the company of early policy terminations.

AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $40.5 billion and equity of $1.7 billion at
March 31, 2014.  AEILIC, the main operating subsidiary of AEL, is
also headquartered in West Des Moines and had statutory total
adjusted capital of $2.1 billion at March 31, 2014.

RATING SENSITIVITIES

The ability of AEL to achieve a higher IFS rating is somewhat
constrained by the company's limited diversity of earnings and
cash flow given its heavy focus on fixed indexed annuities.  This
constraint could be overcome by the following:

   -- Enhanced capitalization with RBC above 350% on a sustained
      basis;
   -- Financial leverage below 25%;
   -- Continued good operating results and investment quality.

The key rating triggers that could result in a downgrade include:

   -- A reduction in capitalization with RBC below 300%;
   -- Sustained deterioration in operating results such that
      interest coverage is below 3x;
   -- Significant increase in lapse/surrender rates;
   -- Unexpected spike in credit related impairments;
   -- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the IFS of AEILIC include:

   -- A sustainable decline in financial leverage below 30%;
   -- Sustained GAAP EBIT-based interest coverage above 8x.

Fitch has affirmed the following ratings with a Stable Outlook:
American Equity Investment Life Holding Company

   -- IDR at 'BB+';
   -- 3.500% senior convertible debentures due 2015 at 'BB';
   -- 6.625% senior unsecured notes due 2021 at 'BB';
   -- 5.250% senior convertible debentures due 2029 at 'BB';
   -- Trust preferred securities at 'B+'.

American Equity Investment Life Insurance Company
   -- IFS at 'BBB+'.

American Equity Investment Life Insurance Company of New York
   -- IFS at 'BBB+'.


API TECHNOLOGIES: Promotes Claudio Mannarino to CFO
---------------------------------------------------
API Technologies Corp. promoted Claudio Mannarino, senior vice
president to senior vice president and chief financial officer
replacing Phil Rehkemper who resigned his position as CFO to
accept another position.  Mr. Rehkemper has served as CFO since
April 2012.  Mr. Rehkemper has agreed to remain with the Company
until July 3, 2014, to assist in the CFO transition.

Mr. Mannarino has been with API since 2000 and has over 20 years
of finance and professional accounting experience.  Prior to his
current role as senior vice president, Mr. Mannarino served
various senior-level management roles throughout the Company's
finance organization.  Before joining API Technologies, Mr.
Mannarino served as controller for two divisions of
Transcontinental, Inc.  Mr. Mannarino holds a Bachelor of Commerce
Degree from the University of Ottawa and is a Certified Management
Accountant.

API Technologies President and Chief Executive Officer, Bel Lazar,
commented: "Claudio has been an integral part of API Technologies'
management team for 14 years and I look forward to working with
him in his expanded role."

The Company said Mr. Mannarino has no family relationships with
any director, executive officer, or person nominated or chosen by
the Company to become a director or executive officer of the
Company.

There are no current changes to Mr. Mannarino's existing
compensation arrangements as a result of his appointment as CFO.
The Company intends to review Mr. Mannarino's compensation in the
future.

                        About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2013, the Company incurred a net
loss of $7.22 million on $244.30 million of net revenue as
compared with a net loss of $148.70 million on $242.38 million of
net revenue for the 12 months ended Nov. 30, 2012.  As of Nov. 30,
2013, the Company had $304.57 million in total assets, $147.14
million in total liabilities, $26.32 million in redeemable
preferred stock and $131.10 million in shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ARMORWORKS ENTERPRISES: PE Firm Gets Majority Stake in New Plan
---------------------------------------------------------------
Law360 reported that ArmorWorks Enterprises LLC filed an update to
its plan to escape bankruptcy under the control of private equity
firm Diversis Capital LLC, which agreed last month to pay $3
million for a majority stake in the defense contractor.  According
to the report, under the fifth amended reorganization plan,
California-based Diversis would receive 66.9 percent of the
reorganized company's common stock -- a slight reduction from the
earlier agreed-upon 67.5 percent -- and all of its preferred
shares.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that scheduled a confirmation hearing to begin on July 24
to seek approval of the revised Chapter 11 reorganization plan.
Mr. Rochelle noted that a U.S. bankruptcy judge in Phoenix
preliminarily approved the explanatory disclosure statement on
June 18.  The confirmation hearing will continue on July 31 if
witnesses need to be heard and evidence taken, the Bloomberg
report said.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ASCEND LEARNING: Moody's Keeps B3 CFR Over New $400MM Add-on Debt
-----------------------------------------------------------------
Moody's Investors Service commented that Ascend Learning's
proposed $40 million add-on first lien term loan has no impact on
the company's ratings, including the B3 corporate family rating or
negative outlook. The proposed incremental term loan also has no
impact on the company's existing senior secured bank credit
facilities rated B2 or the $125 million second lien term loan
rated Caa2.

Headquartered in Burlington, Massachusetts, Ascend Learning, LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields. Revenue for
the last twelve month period ended 3/31/2014 was approximately
$279 million.


BELDEN INC: S&P Assigns 'B+' Rating on $200MM 10-Yr. Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '6' recovery rating to St. Louis-based cable,
connector, and component manufacturer Belden Inc.'s proposed $200
million 10-year senior subordinated notes.  The '6' recovery
rating indicates our expectation for negligible (0% to 10%)
recovery in the event of a payment default.

The company will use proceeds from the new debt for general
corporate purposes, which may include future acquisitions.  The
existing senior secured bank loan ratings and the subordinated
note ratings are unaffected by this transaction.

"Our 'BB' corporate credit rating and stable outlook on the
company are unchanged by the proposed transaction.  S&P's pro-
forma adjusted net-leverage is around the mid-3x area as of
March 31, 2014.  The ratings on Belden reflect the company's
"fair" business risk profile, characterized by its participation
in a highly competitive and cyclical industry, offset by a leading
market position in some of its product niches and continuing
diversification into value added specialty products.  The rating
also reflects the company's "significant" financial risk profile
with its expected S&P adjusted net leverage of around 3x in 2014
and funds from operations to debt of below 30% over the next two
years, along with its solid cash flow generation and "adequate"
liquidity.

RATINGS LIST

Belden Inc.
Corporate Credit Rating             BB/Stable/--

New Rating

Belden Inc.
$200 mil. 10-year notes
Senior Subordinated                 B+
  Recovery Rating                    6


BROADWATER RACQUET: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Broadwater Racquet Club
           dba Broadwater Athletic Club & Hot Springs
        4920 Highway 12 West
        Helena, MT 59601

Case No.: 14-60756

Chapter 11 Petition Date: June 24, 2014

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Jon R Binney, Esq.
                  BINNEY LAW FIRM, PC
                  P.O. Box 2253
                  Missoula, MT 59806
                  Tel: 406 541-8020
                  Email: jon@binneylaw.com

Total Assets: $710,139

Total Liabilities: $2.21 million

The petition was signed by James Williams, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/mtb14-60756.pdf


BRUNSWICK CORPORATION: Moody's Hikes Corp. Family Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded Brunswick Corporation's
ratings, including its Corporate Family Rating to Ba1 from Ba2.
The upgrade was due to the steady improvement in Brunswick's
operating performance and credit metrics. Additionally, Moody's
view is that Brunswick's operating performance has improved enough
such that the company could withstand a reasonable economic
downturn and still maintain a credit profile consistent with its
new ratings. The rating outlook is stable.

"In our view, Brunswick's operating performance will continue
improving as discretionary consumer spending modestly grows and
New products are introduced," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. Brunswick's operating
margins are the highest they have been since 2005 and Moody's
expects additional growth in the next year or two as the company
focuses on expanding its high margin parts and accessories and
Life Fitness businesses. "While Brunswick remains cyclical and
subject to fluctuations in discretionary consumer spending, its
most volatile segment -- boats -- now represents about 25% of its
revenue versus over 40% prior to the economic downturn," Cassidy
noted.

The senior unsecured and unguaranteed notes are rated one notch
lower than the Corporate Family Rating because of the lack of
subsidiary guarantees and their structural subordination to the
unsecured notes with subsidiary guarantees.

Ratings upgraded:

  Corporate Family Rating to Ba1 from Ba2;

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

  Senior unsecured and unguaranteed notes due 2023-2027 ($266
  million outstanding) to Ba2 (LGD 6) from B1 (LGD 6);

  $150 million senior unsecured notes with subsidiary guarantees
  due 2021 to Ba1(LGD 4) from Ba2 (LGD 4);

Rating affirmed:

  Speculative grade liquidity rating at SGL-1

Rating Rationale

Brunswick's Ba1 Corporate Family Rating reflects the highly
discretionary nature of pleasure boats and marine related
products, which makes Brunswick's revenues and earnings highly
sensitive to economic weakness. This was demonstrated during the
recent economic downturn when the company suffered a dramatic
revenue and earnings decline. But the ratings also reflect the
company's solid credit metrics -- highlighted by debt/EBITDA
approaching 2 times and EBITA/interest around 5 times. Because of
Brunswick's sensitivity to macroeconomic conditions, its credit
metrics need to be stronger than other similarly-rated consumer
durable companies. Moody's expects additional credit metric
improvement as the company's operating performance remains strong
and marine industry demand steadily improves. Other factors
supporting the rating are: relatively stable boating participation
trends, good operating performance of Brunswick's dealership
network, diversification away from its highly cyclical marine
products and the company's strong and growing parts & accessories
business. The company's stable and growing Fitness business and
seasoned management team also support the rating.

The stable outlook reflects Moody's view that Brunswick's revenue,
earnings and credit metrics will continue improving and that it
will maintain a very good liquidity profile in a reasonable
economic downturn. However improvements are unlikely to warrant an
upgrade in the near to intermediate term. A temporary spike in
leverage to around 3.5 times is consistent with a stable outlook,
provided it quickly approaches 2.5 times.

For Moody's to consider an upgrade, Brunswick must demonstrate its
ability to maintain a very strong credit profile, and a very good
liquidity position in the face of a reasonable economic downturn.
In addition, Brunswick will need to further diversify its sales
away from the more cyclical marine products (boats and engines,
excluding parts & accessories) for an upgrade to be considered.
Credit metrics which would support an upgrade are debt/EBITDA
sustained around 1.5 times, EBITA/interest maintained above 5
times and retained cash flow/net debt consistently about 35%.

Moody's would consider downgrading Brunswick's ratings if
liquidity or operating performance deteriorates, or if for any
reason, debt/EBITDA is sustained above 3 times, or EBITA/interest
approaches 3 times.

The principal methodology used in this rating was the Global
Consumer Durables published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Brunswick, headquartered in Lake Forest, Illinois, manufactures
marine engines, pleasure boats, fitness equipment and bowling
capital equipment, and operates retail bowling centers. Revenue
for the twelve months ended March 2014 approximated $3.9 billion.


CARL'S FURNITURE: Closes All 3 Locations
----------------------------------------
Furniture/Today reported that Carl's Furniture has closed for
good.  Carl's emerged from Chapter 11 in 2012 in a scaled-down
form, but business never recovered fully, President Jeff Baker
told Furniture/Today earlier this year when the liquidation was
announced.  Carl's -- with stores in Fort Lauderdale, Pompano
Beach and Coconut Creek, Fla. -- hired APJL Consulting for the
final going-out-of-business sale, which began in March.

Carl's Furniture, Inc., filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 11-24203) on May 24, 2011, represented by Robert C.
Furr, Esq., at Furr & Cohen, in Boca Raton, Florida, as counsel.
Carl's disclosed $6,145,947 in assets and $9,147,163 in
liabilities.  Four affiliates also sought Chapter 11 protection.
The Debtors obtained $1 million of debtor-in-possession financing
from the existing owners.

According to Furniture/Today, Carl's emerged from bankruptcy in
2012 with three Florida stores following confirmation of its
reorganization plan, under which unsecured creditors received 8.5
cents on the dollar.

Furniture/Today noted that the former Top 100 furniture chain
split from Carl's Patio in 2008 with both companies continuing as
separate entities.  Carl's Patio remains in business with nine
South Florida locations.


CENTRAL FALLS, RI: Moody's Hikes General Obligation Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the City of Central Falls'
(RI) general obligation rating to Ba3 from B1, affecting $8.7
million in outstanding general obligation bonds; the outlook has
changed to stable from positive. Moody's has also affirmed the Ba1
underlying rating with a stable outlook on the Rhode Island Health
and Educational Building Corporation's (RIHEBC) Series 2007B
bonds, affecting $4.9 million in rated RIHEBC pooled debt.

Summary Ratings Rationale

The upgrade to Ba3 reflects the city's recent trend of favorable
operating results following emergence from Chapter 9 bankruptcy in
October of 2012 and transition to local control in April 2013 with
an adopted six year bankruptcy plan which was accepted by a
federal court. The bankruptcy process has significantly reduced
the financial pressure related to growing employee salaries,
pensions and healthcare insurance costs. The rating also
incorporates Moody's expectation that the city has and will
continue to make general obligation debt service payments, given
the state law creating a priority lien for general obligation
bondholders and the absence of challenges to the payments by other
creditors. Despite the city's exit from bankruptcy, it continues
to face significant challenges stemming from high fixed costs and
years of deferred capital expenditures and projected weakness in
revenue growth, including the loss of an annual Impact Fee payment
and back taxes owed from the Wyatt Detention Center. The city also
has a limited tax base characterized by weak socioeconomic
indicators, including the highest poverty rate in the state, and
an elevated debt burden.

The stable outlook reflects Moody's expectation that the city's
maintenance of structural balance will continue, in line with its
bankruptcy plan and as reflected in its six-year financial
projections. Moody's also expect the city to continue to fund 100%
of its pension ARC, resulting in an increasing funded ratio and a
reduced unfunded pension liability for the city's single employer
plan.

The underlying Ba1 rating and stable outlook assigned to RIHEBC's
2007B bonds incorporates Central Falls' underlying general
obligation rating as well as the city's limited (6.6%) portion of
the pooled debt. A significant amount of debt service (34.22% of
the pool) is directly paid to RIHEBC by the State of Rhode Island
(GO rated Aa2/negative outlook) and, in addition, the state can
intercept additional aid for debt service, providing strong
additional security. Additional factors incorporated in the RIHEBC
rating are the strong mechanics, included in the RIHEBC pool
agreement and historic state support for school construction
projects. Proceeds from the 2007B bonds were originally loaned to
the four participating units of government to fund various school
capital improvement projects.

Strengths

-- Recent trend of stability in financial operations

-- The city's successful exit from bankruptcy without
    significant challenges by creditors

-- Transition to local control with adherence to a bankruptcy
    plan, which projects balanced budgets through 2017

-- Reduced expenditures related to personnel costs and benefits

-- Continued oversight of financial operations pursuant to the
    state Fiscal Stability Act

Challenges

-- Limited tax base and weak demographic profile

-- Large unfunded pension liability, despite significant
    reductions

-- Reduced levels of state aid and a statutory property tax levy
    limitation

-- Elevated debt burden with a significant amount of deferred
    capital projects

Outlook

The stable outlook reflects our expectation that the city's
maintenance of structural balance will continue, in line with its
bankruptcy plan and as reflected in its six-year financial
projections. Moody's also expect the city to continue to fund 100%
of its pension ARC, resulting in an increasing funded ratio and a
reduced unfunded pension liability for the city's single employer
plan.

What could make the rating go up:

-- Adherence to the six year financial plan and improvements in
    the financial reserves

-- Improved funding for the city's pension, OPEB and maintenance
    of capital

-- Significant decrease in debt burden

What could make the rating go down:

-- Deviation from the six-year financial plan that results in
    financial deterioration

-- Inability to improve funding of long-term liabilities
    including pension and health care

-- Significant increases in debt burden or pension liability


COMMONWEALTH ADVISORS: JPMorgan's Claims Pared In CDO Row
---------------------------------------------------------
Law360 reported that a Louisiana federal judge trimmed JPMorgan
Clearing Corp.'s counterclaims against Commonwealth Advisors Inc.
in a case accusing several firms of involved in stiffing investors
in now-bankrupt hedge funds, saying JPMorgan hadn't adequately
backed claims that Commonwealth breached good faith by making
claims against JPMorgan.

According to the report, U.S. District Court Judge James J. Brady
agreed to dismiss JPMorgan's counterclaim for breach of the
covenant of good faith and fair dealing, agreeing that it hadn't
shown that Commonwealth had acted maliciously when it lodged
claims against JPMorgan in the case over investor losses
associated with the Collybus collateralized debt obligation.
However, he said he would allow JPMorgan to amend the counterclaim
and refused to dismiss JPMorgan's counterclaim accusing
Commonwealth of breaching the companies' contract, the report
added.

The case is Broyles v. Cantor Fitzgerald & Co., et al., case
number 3:10-cv-00854, in the U.S. District Court for the Middle
District of Louisiana.


CONN'S INC: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a first-time Ba3 corporate
family rating to Conn's, Inc., a B2 rating to the company's
proposed $250 million senior unsecured notes, and an SGL-2
speculative grade liquidity rating. A stable outlook was assigned.
This is the first time Moody's has assigned fundamental ratings to
Conn's.

New ratings assigned:

Corporate family rating at Ba3

Probability of default rating at Ba3-PD

$250 million proposed senior unsecured notes at B2, LGD5-85

Speculative grade liquidity rating at SGL-2

Ratings Rationale

"The Ba3 rating recognizes the positive impact of Conn's value
proposition for consumers, which is clearly resonating as it has
led to an investment-grade quantitative credit profile led by
debt/EBITDA of 3.4 times and EBITA/interest of almost 7 times,"
stated Moody's Vice President Charlie O'Shea. "The change in
strategy implemented by the new management team, with more focus
on a credit-conducive product assortment, has been a key driver of
this positive performance trend. Moody's believe that Conn's
occupies a favorable niche in catering to a consumer that has
historically been underserved by traditional forms of consumer
credit, and that its offerings provide a compelling alternative to
the rent-to-own companies."

The Ba3 rating considers Conn's strong credit metrics, which are
largely investment grade, its dedicated customer base, the renewed
vigilance with respect to credit underwriting that is evidenced by
an overall higher quality portfolio, balanced by its relatively
small size and limited geographic breadth, with heavy reliance at
present on the vagaries of the Texas economy. The stable outlook
reflects the cushion in the rating resulting from the company's
strong credit metrics, and our expectation that the company has
the financial flexibility to manage through a macroeconomic
downturn. Ratings could be upgraded if credit metrics are
maintained at current levels for a meaningful time period,
financial policy remains conservative with respect to
acquisitions, store growth and shareholder returns, and that the
credit business continues to be tightly-managed, especially
surrounding new originations. Ratings could be downgraded if
operating performance or financial policy resulted in debt/EBITDA
rising above 4.5 times or EBITA/interest falling below 4.5 times,
or if liquidity were to weaken. The SGL-2 speculative grade
liquidity rating recognizes that the company is heavily reliant on
its unrated ABL facility to fund the significant working capital
needs resulting from the growth in credit receivables that support
the expansion of the retail business.

The B2 rating on the proposed senior unsecured notes reflects
their junior position in the capital structure, with compression
caused by the large size of the more senior unrated $880 million
ABL facility.

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.

Headquartered in The Woodlands, Texas, Conn's is a retailer of
predominantly furniture, home appliances, and consumer electronics
with a network of 82 stores in Texas (57) and bordering states and
annual revenues of around $1.3 billion. It provides proprietary
financing of its products on a secured installment loan basis
which accounts for around 75% of revenues.


CONNECTEDU INC: Remaining Assets Sell for $801,000
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConnectEdu Inc., a developer of Internet-based
systems connecting students with educators and prospective
employers, raised $801,000 by selling the assets that weren't
taken when lender North Atlantic SBIC IV LP bought the Academic
Management Systems business without an auction under a contract
valued at $4 million.

According to the report, a bankruptcy judge approved the sale of
the remaining assets to New Market Education Partners
LLC on June 16.  The report related that the same day the U.S.
Bankruptcy Court in Manhattan was approving the AMS sale, there
was a nine-hour auction for most of the remainder of the assets
and New Market beat out three other bidders.

ConnectEdu Inc., a maker of education-related technology, filed
for Chapter 11 bankruptcy protection in Manhattan, on April 28,
2014.  The case is In re ConnectEdu, Inc., Case No. 14-11238
(Bankr. S.D.N.Y.).  The Debtor's counsel is Wojciech F Jun, Esq.,
and Sharon L. Levine, Esq., at Lowenstein Sandler LLP.

The filing lists ConnectEdu's assets at between $1 million and
$10 million against liabilities of between $10 million and $50
million.


CRISS PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Criss Properties LLC
        999 Criss Circle
        Elk Grove Village, IL 60007

Case No.: 14-23481

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 24, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jacqueline P. Cox

Debtor's Counsel: Jonathan D. Golding, Esq.
                  Richard N. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  500 N. Dearborn St., 2nd Fl.
                  Chicago, IL 60654
                  Tel: 312-832-7892
                  Fax: 312-755-5720
                  Email: jgolding@goldinglaw.net
                         rgolding@goldinglaw.net

Total Assets: $254,051

Total Liabilities: $1.03 million

The petition was signed by George Lipp, member manager.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-23481.pdf


CROWN HOLDINGS: S&P Retains 'BB' Corporate Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating and '5' recovery rating to the proposed Euro
500 million senior unsecured notes due 2022 to be issued by Crown
European Holdings S.A., a wholly owned subsidiary of Crown
Holdings Inc. (Crown).  The '5' recovery rating indicates S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

All S&P's ratings on Crown and its subsidiaries, including the
'BB' corporate rating on Crown, remain unchanged.  The outlook
remains stable.

"The company plans to use proceeds of the notes offering to redeem
its existing Euro 500 million of senior unsecured notes due 2018,
and for related fees and expenses," said Standard & Poor's credit
analyst Liley Mehta.

S&P's 'BB' corporate credit rating on Crown Holdings Inc. is based
on its assessment of the company's "satisfactory" business risk
and "aggressive" financial risk profile.  All modifiers are
neutral for the rating.

RATINGS LIST

Crown Holdings Inc.
Corporate Credit Rating                        BB/Stable/--

New Ratings

Crown European Holdings S.A.
EUR500-Mil. Senior Unsecured Notes Due 2022    BB-
   Recovery Rating                              5


CUE & LOPEZ: Oriental Bank Wants to Continue State Court Action
---------------------------------------------------------------
Oriental Bank and Trust asks the Bankruptcy Court to enter
judgment granting the continuance of a state court action against
Cue & Lopez Construction, Inc., et al.'s guarantors.

On March 20, 2013, Oriental filed a complaint against the Debtors,
contractors and co-defendants, as guarantors, with the Court of
First Instance of Puerto Rico, San Juan Section.

The State Court Action has been stayed against Cue & Lopez as a
result of its Chapter 11 filing.

The co-defendants are:

   * Frank Cue Garcia;
   * Frank Cue Fernandez;
   * Mario R. Lopez Bernal;
   * Mario R. Lopez Reinante, his spouse Juana Bernal Quintana and
     their conjugal partnership;
   * Jose M. Lopez Bernal his spouse Miriam Sanchez Salgado and
     their conjugal partnership;
   * Jesus O. Lopez Bernal, his spouse Myrna Toro Torres and their
     conjugal partnership.

The complaint in the State Court Action is for the collection of
money, foreclosure of pledge and mortgage and movable lien, with
six causes of action based on loans to Cue & Lopez for the
principal amount of $3,975,000 for a line of credit, evidenced by
promissory notes guaranteed by first mortgages over the Debtor's
realty, consisting of residential penthouse apartment 515,
Hillsview Plaza Condominium, Los Frailes Ward, Guaynabo, Puerto
Rico; lot 23 of Grand Palm II Development, Sabana Ward, Vega Alta,
Puerto Rico; apartment number 633 in Las Vistas of Gurabo
Condominium, Navarro Ward, Gurabo, Puerto Rico; and a second
mortgage on lots at Cupey Ward consisting of 450 square meters,
1,492 square meters; guaranteed by the co-defendants.

The outstanding principal amount of $3,975,000 is also secured by
the retainages relative to the Casa Maggiore construction project
up to $311,587.

Oriental Bank and Trust is represented by:

         William Santiago Sastre, Esq.
         DE DIEGO LAW OFFICES, PSC
         P.O. Box 79552
         Carolina, PR 00984-9552

                         About Cue & Lopez

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

Cue & Lopez Contractors, Inc., filed a separate Chapter 11
petition (Case No. 13-08299) on the same date.

The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A. Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.

Cue & Lopez Construction scheduled $13,334,151 in total assets and
$17,520,089 in total liabilities.  The Chapter 11 petitions were
signed by Frank F. Cue Garcia, president.


DESERT HOT SPRINGS, CA: Debates Police Versus Bankruptcy Path
-------------------------------------------------------------
James Nash, writing for Bloomberg News, reported that Desert Hot
Springs, a city in California still burdened by debt payments from
its 2001 bankruptcy, is struggling to avoid defaulting on those
bonds or going insolvent for a second time in 13 years.

According to the report, a decade after Desert Hot Springs emerged
from court protection, it's again on the brink of fiscal collapse
as city officials discussed dissolving the 27-employee police
department and handing the service over to the surrounding county.

The report related that city council declared a fiscal emergency
in November, a step toward bankruptcy under California law, after
staff warned the municipality would run out of cash by March
because of "severe economic downturns, state takeaways and a
decline in development activity."


DETROIT, MI: Creditors Blast Bid To Take Judge On Tour Of City
--------------------------------------------------------------
Law360 reported that a group of creditors in Detroit's ongoing
bankruptcy case objected to the city's plan to take a federal
judge on a tour of the city, arguing that it could be both
dangerous and prejudicial to the Chapter 9 proceedings.

According to the report, Deutsche Bank AG, Wilmington Trust NA and
the National Public Finance Guarantee Corp. were among the
debtholders who took issue with the proposed trip, during which
the city would highlight its blight and crime problems for U.S.
Bankruptcy Judge Steven Rhodes in hopes of swaying him to approve
its insolvency exit plan.  Another group, Assured Guaranty
Municipal Corp., Berkshire Hathaway Assurance Corp. and Financial
Guaranty Insurance Co. said the tour could place its participants
in harm's way, and that the idea "defied common sense," the report
related.

                  About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.


EASTMAN KODAK: Trustee Sues Altek Corp. to Recover $49.2 Million
----------------------------------------------------------------
Dawn McCarty, writing for Bloomberg News, reported that the
trustee appointed in Eastman Kodak Co.'s bankruptcy sued to
recover payments of about $49.2 million that were made to Altek
Corp. in the 90 days before the photography pioneer's Chapter 11
filing.

According to the report, Alan Halperin, acting on behalf of a
trust created to liquidate some assets, is seeking to claw back
any transfers made "to and for the benefit of" Altek, a Taiwan-
based maker of digital cameras.  Halperin asked the court to
direct Altek to pay $49.2 million plus interest and costs, the
report related.

The case is Kodak GUC Trust v. Altek Corp., 14-02032, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


ELIZABETH ARDEN: Restructuring A Blemish On Sale Prospects
----------------------------------------------------------
Sarah Pringle, writing for The Deal, reported that Elizabeth Arden
Inc. said that it would exit underperforming businesses and
execute additional cost-cutting measures, adding to uncertainty
surrounding the struggling makeup and perfume maker's sale
prospects.

According to the report, Elizabeth Arden said in an 8-K filing
with the U.S. Securities and Exchange Commission that it would
exit low-return businesses and brands, unprofitable retail
locations and fragrance licenses, and discontinue certain
products.  It also unveiled plans to reduce the size and cost of
its overhead structure, and slash an unidentified number of jobs
and shut its Puerto Rico affiliate, the report related.

                        *     *     *

The Troubled Company Reporter, on May 16, 2014, reported that
Moody's Investors Service changed Elizabeth Arden, Inc.'s rating
outlook to Developing from Stable. This follows the company's
announcement that it is exploring potential strategic alternatives
to enhance shareholder value, and its report of a significant drop
in revenue and earnings in its fiscal third quarter.  The
Developing rating outlook reflects that RDEN's strategic
alternatives evaluation could lead to transactions that are either
positive or negative for creditors, as well the potential for
downward rating pressure if the company is unable to improve its
operating performance and reduce its high leverage.  Moody's
affirmed RDEN's existing ratings including its Ba3 Corporate
Family Rating (CFR) based on an expectation that the company's
cost reduction initiatives and gradual improvements in
international distribution will stabilize earnings over the next
year.


FAIRMONT GENERAL: Court Approves $15MM Sale to Alecto
-----------------------------------------------------
WAJR.com reported that the sale of Fairmont General hospital for
$15 million to Alecto Healthcare Services was approved June 23 in
U.S. Bankruptcy Court.  The scheduled hearing was to officially
award the sale to Alecto since no other legitimate contenders
submitted bids and resolve the nine objections against the sale.

The report noted that U.S. Attorney William Ihlenfeld filed an
objection on behalf of the U.S. Department of Health and Human
Services in U.S. Bankruptcy Court in Wheeling, arguing that the
sale would violate federal law by preventing full repayment of
money owed on Medicare contracts.  Instead, the sale proposes to
set limits of up to $1.5 million for repayment on three contracts.

The report said that objection was overruled.

According to the report, eight other objections were resolved
before 4 p.m., when the sale was approved.

The sale will be closed on in the coming months, according to the
report.

As reported by the Troubled Company Reporter on June 17, 2014,
Fairmont General Hospital, Inc. and Fairmont Physicians, Inc.,
said they were canceling the June 17 auction for their assets,
saying no qualified bids have been received.

As reported by the TCR, pursuant to the asset purchase agreement,
Alecto will (i) assume the assumed liabilities; (ii) pay or
deliver to seller $15,000,000; (iii) pay the amount required under
Section 2.9 of the APA; (iv) pay 50 percent of all transfer taxes
due in connection with the closing of the transactions; and (v) on
or before the one year anniversary of the closing, pay or deliver
to the seller cash by wire of immediately available funds in the
amount of $300,000 (the additional cash purchase price).  As
additional consideration for the sale, transfer, conveyance and
assignment of the purchased assets, the purchaser will either
spend or commit to spend at least $5,000,000 in capital
expenditures at the Hospital during the two year period after the
closing date.

The APA also provides that in the event of any competing bids for
the assets, resulting in the purchaser not being the successful
buyer, Alecto will receive a breakup fee of $500,000 to be paid at
the time of the closing of the sale with such third party buyer.

The board-hired Cain Brothers and Associates, LLC, has assisted
the Debtor in locating and negotiating with potential partners and
purchasers for FGH, beginning in late 2011.  From November 2011
through the end of 2012, Cain Brothers identified and brought to
FGH 13 potential partners or buyers.

            About Fairmont General Hospital Inc.

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  The fourth-largest
employer in Marion County, West Virginia, filed for bankruptcy as
it looks to partner with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig has hired
her own firm as medical operations advisor; and Greenberg Traurig,
LLP, as her counsel.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FIRST MARINER: Now Known as "Capital Trust Holdings, Inc."
----------------------------------------------------------
First Mariner Bancorp changed its name to "Capital Trust Holdings,
Inc." effective June 17, 2014,

On June 17, 2014, the Company completed the sale of its wholly
owned subsidiary, 1st Mariner Bank, which was accomplished by the
merger of RKJS Bank, a Maryland trust company, with and into the
Bank.

Upon the closing of the merger transaction the Company received
$18,725,949 in proceeds, which will be utilized to satisfy
administrative costs and expenses of the Company and to fund
distributions to the Company's creditors and other stakeholders in
accordance with a Chapter 11 plan of liquidation, which plan of
liquidation will be proposed by the Company and will be subject to
Bankruptcy Court approval.  The Company does not anticipate that
any proceeds will be available to stockholders.

                    About First Mariner Bancorp

First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10,
2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a
new bank formed by investors.  The case is In re First Mariner
Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice.

The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel
LLP.  The Debtor's local counsel is Lawrence Joseph Yumkas, Esq.,
at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland.  The
Debtor's regulatory and corporate counsel is Kilpatrick Townsend &
Stockton LLP.  The Debtor's investment banker and financial
adviser is Sandler O'Neill + Partners, L.P.

The Debtor has total assets of $5.45 million and total debts of
$60.52 million.


FLEET CARD FUELS: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fleet Card Fuels, a California Corporation
        Po Box 81685
        Bakersfield, CA 93380

Case No.: 14-13216

Chapter 11 Petition Date: June 24, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Richard W. Lee

Debtor's Counsel: Riley C. Walter, Esq.
                  WALTER & WILHELM LAW GROUP
                  205 E. River Park Circle, Ste. 410
                  Fresno, CA 93720
                  Tel: 559-435-9800
                  Fax: 559-435-9868
                  Email: rileywalter@W2LG.com

Total Assets: $1.34 million

Total Liabilities: $735,980

The petition was signed by Richard Davies, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb14-13216.pdf


GENERAL MOTORS: Identifies Air Bag Glitch in Some Cruze Cars
------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. temporarily halted U.S. and Canadian sales of
its best-selling car, the Chevrolet Cruze, over potential problems
with air bags made by Japanese supplier Takata Corp.

According to the report, GM initially ordered dealers to stop
selling all new or used 2013 and 2014 Chevrolet Cruze cars then
restricted the order to about 33,000 of the vehicles that it
believes are equipped with air bag inflators that were assembled
with the wrong part.  Dealers can sell vehicles that aren't on the
restricted list, the report said.  Takata is already working to
track down faulty air bags among millions of cars manufactured by
seven other auto makers between 2000 and 2007, under an agreement
with U.S. auto-safety regulators, the report added.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.

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

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

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

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

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


GFI GROUP: Fitch Lowers IDR to 'BB-' & Maintains Neg. Outlook
-------------------------------------------------------------
Fitch Ratings has downgraded GFI Group Inc.'s long-term Issuer
Default Rating (IDR) and senior unsecured debt rating to 'BB-'
from 'BB' and maintained the Rating Outlook at Negative.

Inter-dealer brokers (IDBs) continue to face a challenging
operating environment as global trading activity remains subdued
reflecting persistently low volatility, the more onerous
regulatory environment for their dealer clients, and the
uncertainty associated with structural regulatory reforms of the
over-the-counter (OTC) derivatives markets.

Fitch believes some of these trends will continue impacting
brokerage revenues in the near to intermediate term.

However, discipline on expenses, particularly compensation and
debt pay downs have helped stabilize profit margins, leverage and
interest coverage metrics for most IDBs.  A return to aggressive
compensation practices or large cash/debt funded acquisitions
could put pressure on the IDB sector or individual companies.

KEY RATING DRIVERS - IDRS AND SENIOR DEBT

GFI's downgrade reflects increased pressure on the company's
liquidity position, driven by increased working capital
requirements, continued earnings pressure and continuation of the
approximately $6 million quarterly dividend payment to
shareholders.  GFI's ratings are supported by its established
position in the credit IDB space and the attractive technology
platform and recurring revenue contribution from its Trayport and
Fenics subsidiaries, which are subscription-based businesses with
predictable revenues and high operating margins.

The Negative Outlook reflects Fitch's expectation that GFI's
operating performance will be challenged in the near term due to
persistently low industry trading volumes, which in Fitch's view
will impact GFI more than its peers due to its smaller scale and
less diversified business model.  Lower earnings, combined with
continued regulatory related costs, could further impact liquidity
levels.

GFI's cash flow from operations declined to $19 million in 2013,
from $48.7 million in 2012, as a result of higher working capital
from increased accounts receivables, regulatory capital needs and
start-up costs associated with setting up the company's swap
execution facility (SEF).  GFI's cash position, which it defines
as cash and cash equivalents and cash held at clearing
organizations excluding customer cash, declined to $221 million at
the end of the first quarter of 2014 (1Q'14), compared to $247
million at year-end 2012 (YE12).  Fitch believes that a majority
of this cash is restricted for regulatory and clearing capital
needs and the unrestricted cash position relative to debt has
declined year-over-year.

Although leverage, measured as debt to adjusted EBITDA, remained
flat at 2.6x between trailing 12 months (TTM) 1Q'14 and fiscal
year 2012 (FY12), interest coverage, measured as adjusted EBITDA
to interest expense, weakened to 3.2x at TTM 1Q'14, compared to
3.5x at FY12, due to step up in interest rates following a ratings
downgrade of the senior notes.  The interest rate is now at its
maximum of 10.375%, and Fitch expects the interest expense to
stabilize at current levels.

GFI's operating performance in 2013 and 1Q'14 continued to be
pressured, but not at the same magnitude as the sharp decline
experienced in 2012, as a decrease in financial brokerage revenues
were offset by increased software, analytics, and market data
(mainly Trayport and Fenics) revenues coupled with reduced
expenses from cost cutting efforts.  Fitch-calculated EBITDA,
which does not give credit to amortization of sign-on bonuses and
adds back non-recurring non-cash charges, increased slightly to
$96.4 million for TTM ended 1Q'14, from $95 million at YE12.

Although software, analytics, and market data revenues increased
8% year-over-year to $91 million in 2013, they only accounted for
12% of GFI's 2013 net revenues.  Fitch expects the company to grow
the revenue and earnings contribution from these relatively high-
margin businesses, which could improve and diversify GFI's
earnings profile.

RATING SENSITIVITIES - IDRS AND SENIOR DEBT

GFI's ratings could come under pressure if the company's liquidity
levels, as measured under various metrics including cash flow from
operations, balance sheet cash and Fitch-calculated EBITDA,
continue to weaken.  A further decline in interest coverage or an
increase in leverage ratio could also pressure ratings.

A revision of the Outlook to Stable could be driven by a sustained
improvement in GFI's earnings and liquidity profile, increased
contribution from its software, analytics, and market data
business segments, while maintaining or improving its leverage and
interest coverage ratios.

Fitch has taken the following rating actions:
GFI Group Inc.

   -- Long-term IDR downgraded to 'BB-' from 'BB';
   -- Senior unsecured debt downgraded to 'BB-' from 'BB'.
   -- Short-term IDR affirmed at 'B'.

The Rating Outlook is maintained at Negative.


GLASSHOUSE TECHNOLOGIES: Files for Bankruptcy
---------------------------------------------
Callum Borchers, writing for The Boston Globe, reported that
Southborough data center services provider GlassHouse
Technologies, poised to go public just a few years ago, filed for
bankruptcy two months after it sold its consulting division to
Phoenix-based Signature Technology Group.

According to the report, GlassHouse filed in Worcester under
Chapter 7 of the U.S. Bankruptcy Code, listing debts between $50
million and $100 million, owed to nearly 100 parties, and assets
of less than $1 million.


HAMPTON COUNTY: Moody's Cuts Gen. Obligation Debt Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from A3 the rating
on Hampton County School District No. 2's (SC) outstanding general
obligation debt. The Ba3 rating affects $5.4 million in
outstanding long-term debt secured by the district's general
obligation unlimited property tax pledge. A negative outlook has
been assigned.

Summary Rating Rationale

The downgrade of the district's underlying rating to Ba3 reflects
the district's deficit fund balance and liquidity position,
attributable to several consecutive years of operational imbalance
and failure to enact timely expenditure cuts to offset declining
revenues. The downgrade further factors in a reliance on the
recent utilization of deficit financing and an emergency loan from
Hampton County (A3) to cover delinquent cash-flow notes.
Additionally, the rating reflects sharply declining enrollment for
what is already a small school district that has a limited tax
base, below average socioeconomic characteristics, and above
average direct debt burden with slow payout.

The negative outlook reflects the absence of a long-term plan for
achieving and maintaining structural balance and rebuilding
reserves. The outlook also incorporates the possibility that
Hampton County could cease fiscal control and emergency funding if
the stipulations of the emergency loan agreement are not met,
which would likely result in additional operational imbalance and
further weakening of credit quality.

While the operations of the district have deteriorated and short-
term notes have an increased risk of non-payment, long-term bonds
carry an additional security by the South Carolina School District
Credit Enhancement Program (SCSDCEP). The program assures timely
long-term debt service payment through county and state government
coordination and is backed by sizable annual state appropriations
under the state's Education Finance Act (EFA). As the SCSDCEP is a
state-backed enhancement program, the program's Aa1 rating is
closely related to the state's rating and consequently carries the
stable outlook that is assigned to the state's Aaa general
obligation rating.

Strengths

-- Emergency loan from Hampton County secured repayment of the
    district's outstanding cash-flow notes in fiscal 2014

-- County has assumed control of the district's operations,
    though no long-term recovery plan has been created

-- Additional security provided by state enhancement program,
    assuring timely debt service payment

Challenges

-- Deficit fund balance and deficit cash reserve levels
    following years of operational imbalance

-- Heavy reliance on cash-flow borrowing and use of long-term
    deficit financing to cover cash-flow obligations

-- History of weak financial management practices and
    unwillingness to match revenue losses with expenditures cuts

-- Limited revenue-raising ability and limited flexibility to
    enact further expenditure cuts

-- County reserves right to pull out of emergency loan agreement
    if stipulations are not met by the district

-- Sharply declining enrollment, and limited tax base with below
    average wealth indices and high poverty levels

-- Above average debt burden and Moody's Adjusted Net Pension
    Liability (ANPL)

Outlook

The negative outlook reflects Moody's expectation that the
district will continue to struggle to achieve structurally
balanced operations given a stagnant economy, flat property tax
revenue and declining state aid. Moody's will continue to monitor
management's ability to offset these revenue pressures with
commensurate reductions to expenditures. Moody's will also
continue to monitor management's ability to live within the
constraints of the agreement with Hampton County. Failure to do so
would likely result in further negative pressure.

What Could Move The Rating Up (removal of the negative outlook):

-- Positive operations in fiscal 2014 and articulation of long-
    term plans for achieving and maintaining structural balance

-- Reduced reliance on cash-flow borrowing

-- Timely repayment of the district's emergency loan

What Could Move The Rating Down:

-- Failure to eliminate the deficit fund balance and liquidity
    positions in a timely manner and/or continued financial
    deterioration

-- Stipulations of emergency loan agreement are not met,
    resulting in elimination of fiscal support from the County

-- Failure to provide full disclosure of audited financial and
    other budgetary, economic and enrollment information

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


HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDR)
of Houghton Mifflin Harcourt Publishers Inc. (HMH) and its
subsidiaries.  Fitch has also affirmed the senior secured term
loan at 'BB+/RR1'.  The Rating Outlook is Stable.

KEY RATING DRIVERS

HMH continues to be a leader in the K-12 educational material and
services sector, capturing 38% of its Association of American
Publishers addressable market in 2013.  Fitch believes investments
made into digital products and services will position HMH to take
a meaningful share of the rebound in the K-12 educational market.
Fitch expects HMH will be able to, at a minimum, maintain its
market share.  Fitch's base case model assumes revenue growth in
2014 in the mid to high-single digits, driven by new adoptions,
including Texas, California and Florida.

HMH has significant financial flexibility to invest into digital
content and new business initiatives.  These investments into
international markets and adjacent K-12 educational material
markets may provide diversity away from highly cyclical state and
local budgets.

The ratings reflect Fitch's belief that the current capital
structure is not permanent, and that long term, HMH would carry
higher levels of leverage and debt on its balance sheet.  Fitch
does not expect any leveraging transactions in the near term.

Leverage and Liquidity

Fitch calculates post-plate unadjusted gross leverage of 1.5x and
post-plate adjusted gross leverage of 1.8x as of March 31, 2014.
Fitch expects unadjusted leverage to decline to around 1.25x and
adjusted leverage to decline to the 1.5x at year end.

As of March 31, 2014, liquidity was supported by $168 million in
cash and $101 million in short-term investments.  The company also
has $146 million in borrowing availability under the $250 million
asset-backed revolver, due 2017.  The term loans amortize $2.5
million per year until their 2018 maturity.

Fitch calculates free cash flow (FCF) of negative $29 million in
2013.  Fitch's base case projections expect FCF to turn positive
in 2014 and range from $25 million to $50 million.  2013's FCF was
impacted by costs associated with HMH's 2013 Initial Public
Offering, and an unfavorable accounts receivable swing due to
timing issues.  Fitch's FCF projections do not expect a material
working capital drain.  Fitch expects HMH to continue to deploy
cash (organically and through acquisitions) towards digital
investments and adjacent K-12 educational material markets.

This Recovery Rating analysis reflects a restructuring scenario
(going-concern) and an adjusted, distressed enterprise valuation
of $1.4 billion using a 6x multiple.  Given the strong recovery
prospects, the $250 million senior secured term loan and the $250
million asset-backed credit facility was notched up to 'BB+/RR1'.

RATING SENSITIVITIES

Negative Rating Actions: Revenue declines in the mid-to-high-
single digits and/or consistent negative FCF generation (which
would be contrary to Fitch's expectations) could result in rating
pressures;

Positive Rating Actions: Long-term, meaningful diversification
into international markets and into new business initiatives could
lead to positive rating actions.  Also, positive rating actions
may be considered if a clear financial policy that is commensurate
with a higher rating is communicated, which could include a
leverage target and/or strategy around shareholder policy in terms
of dividends and share buybacks.  In addition, HMH demonstrating
that it can consistently generate positive Fitch calculated FCF in
excess of Fitch's expectations may drive positive rating momentum.

Fitch has affirmed the following ratings:

HMH

   -- IDR at 'B+';
   -- Senior secured term loan at 'BB+/RR1';
   -- Senior secured asset backed revolver at 'BB+/RR1'.

Houghton Mifflin Harcourt Publishing Company

   -- IDR at 'B+'.

HMH Publishers LLC

   -- IDR at 'B+'.

The Rating Outlook is Stable.


IMMUCOR INC: S&P Cuts CCR to B on Weaker-Than-Expected Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Immucor Inc. to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's first-lien debt to 'B+' from 'BB-'.  The recovery rating
remains '2', reflecting S&P's expectation for substantial (70%-
90%) recovery in the event of a payment default.

S&P also lowered its issue-level rating on the company's second-
lien debt to 'CCC+' from 'B-'.  The '6' recovery rating remains
unchanged, reflecting S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

"Our rating action on Norcross, Ga.-based Immucor Inc. follows the
company's weaker-than-expected operating performance during the
first three quarters of fiscal year 2014 and reflects our
expectation of a further EBITDA margin contraction resulting in
weaker credit protection measures and lower free operating cash
flow," said credit analyst Maryna Kandrukhin.  "These weaker
credit metrics support our view that Immucor no longer favorably
compares with its 'B' rated peers."

The stable outlook reflects S&P's expectation that low- to mid-
single-digit revenue growth and projected EBITDA margin
contraction will result in very modest EBITDA expansion and
limited cash flow generation over the next 12 months, which will
sustain Immucor's adjusted debt leverage above 5x.

Downside scenario

S&P could lower its rating on Immucor if the company's operating
performance deteriorates to the point where its cash flow turns
negative.  For Immucor, such a scenario could follow the company's
inability to successfully implement its Transplant & Molecular
business growth strategy exacerbated by further weakness in blood
transfusion demand, and would encompass a single-digit revenue
decline coupled with several hundred bps in EBITDA margin
contraction.

Upside scenario

While unlikely, S&P could consider a higher rating if the company
were able to improve its profitability and increase its FOCF to
around $40 million to $45 million a year. Such improvement could
result from increased scale on Immucor's Transplant business, as
the segment grows internationally, and additional cost-cutting
initiatives.


INTELLIGRATED INC: S&P Keeps 'B' Rating Over 1st Lien Debt Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' issue-level
rating and '3' recovery rating on Ohio-based Intelligrated Inc.'s
first-lien term loan due 2018 remain unchanged following the
company's announcement that it will seek to add $65 million to its
existing $255 million first-lien term loan, bringing the total
issue amount to $320 million.  The '3' recovery rating reflects
S&P's expectation for meaningful recovery prospects (50%-70%) in
the event of a payment default.  S&P expects the company to use
the proceeds, along with cash, to fully repay its outstanding $90
million second-lien credit facility.  S&P will withdraw the issue
and recovery ratings on the second-lien facility upon completion
of the transaction.

The 'B' corporate credit rating and stable outlook on the company
remain unchanged.  The debt reduction will result in modestly
stronger credit measures and provide the company with some
flexibility against weaker demand or operational performance.
S&P's "weak" business risk profile assessment incorporates its
view of the company's narrow focus in North America's highly
fragmented material-handling market.

Intelligrated designs, manufactures, installs, and services
automated material-handling systems (conveyor belts, sortation
products, and warehouse control software) for a variety of end
markets, some of which include retail distribution, food and
beverage, parcel handling, direct to consumer, and e-commerce).

RATINGS LIST

Intelligrated Inc.
Corporate Credit Rating                        B/Stable/--

Ratings Unchanged
Intelligrated Inc.
$320 mil. first-lien term loan due 2018*       B
  Recovery Rating                               3

* Includes a $65 million add-on.


INTERFAITH MEDICAL: Confirms Reorganization Plan
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Interfaith Medical Center Inc., the 287-bed acute-
care hospital in Brooklyn, New York, that seemed on the way to
shutting down, has survived its venture through Chapter 11
reorganization.

According to the report, U.S. Bankruptcy Judge Carla E. Craig in
Brooklyn signed a confirmation order approving the hospital's
reorganization plan.  The plan transfers the facility and other
assets to the New York State Dormitory Authority, a secured lender
and the largest creditor, the report related.

               About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


ISTAR FINANCIAL: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
iStar Financial Inc. (NYSE: STAR) at 'B'. Fitch has also upgraded
the senior unsecured and convertible senior notes ratings to 'BB-
/RR2'.

On June 10, 2014, iStar announced that it agreed to sell $1.32
billion of senior unsecured notes, the proceeds of which, together
with cash on hand, are intended to repay in full all amounts
outstanding under, and terminate, its 2013 secured credit facility
due 2017.

KEY RATING DRIVERS

The 'B' IDR is driven by improvements in the company's leverage,
continued demonstrated access to the capital markets and new
sources of growth capital and material reductions in non-
performing loans (NPLs). Further improvements in the company's
land and operating property portfolios should increase the
company's earnings power and cash flows. Stronger performance
should be driven by the mild improvement in commercial real estate
fundamentals, value stabilization, and financing markets, which
increases the likelihood of iStar's borrowers to repay their debt.

RECOVERIES
While concepts of Fitch's Recovery Rating methodology are
considered for all companies, explicit Recovery Ratings are
assigned only to those companies with an IDR of 'B+' or below. At
the lower IDR levels, there is greater probability of default so
the impact of potential recovery prospects on issue-specific
ratings becomes more meaningful and is more explicitly reflected
in the ratings dispersion relative to the IDR.

The senior unsecured notes and senior convertible notes ratings of
'BB-/RR2' or a two-notch positive differential from iStar's 'B'
IDR, are based on Fitch's estimate of superior recovery in the
71%-90% range based on iStar's current capital structure. In
Fitch's view, the full repayment of the 2013 secured credit
facility enabled the company to add higher quality assets with
higher recoverable values than the pre-existing unencumbered pool,
to iStar's pro forma unencumbered pool. This improves Fitch's
estimates of recoveries for the company's unsecured obligations to
the benefit of unsecured bondholders, resulting in stronger
recoveries relative to the previous 'B/RR4' ratings.

The preferred stock rating of 'CCC/RR6' or a three-notch negative
differential from iStar's 'B' IDR, is based on Fitch's estimate of
poor recovery based on iStar's current capital structure. Fitch's
Recovery Rating criteria provide flexibility for a two- or three-
notch negative differential between the IDR and instrument rating.
A three-notch negative differential is based on the nature of
iStar's perpetual preferred stock - a deeply subordinated security
that has weak terms and remedies available both before and after a
general corporate default (e.g. no stated maturity, an inability
for holders to put the security back to the company, and iStar has
the ability to defer dividends indefinitely without triggering a
corporate default).

The 2012 senior secured tranche A-2 secured credit facility rating
of 'BB/RR1', or a three-notch positive differential from iStar's
'B' IDR, is based on Fitch's estimate of outstanding recovery in
the 91%-100% range. These obligations represent first-lien
security claims on collateral pools comprising primarily
performing loans, credit tenant lease assets and operating
properties.

CAPITAL ACCESS IMPROVES LIQUIDITY AND GROWTH OPPORTUNITIES
iStar has accessed the public capital markets five times since
the beginning of 2013, raising $2.3 billion. Uses of proceeds have
been to repay indebtedness, refinance upcoming unsecured debt
maturities and for general corporate purposes. Importantly, the
company raised $200 million of convertible perpetual preferred
stock in 2013, the first non-debt capital STAR raised via the
public markets since 2007. The ability to raise growth capital for
future investment is indicative of the market's improved
confidence in the company's management and ability to invest in
assets with good risk-adjusted returns.

IMPROVING LOAN PORTFOLIO METRICS
The company has reduced its gross NPL balance by 47% since
the beginning of 2013 through a combination of loan sales and
loans returning to performing status. The quality of STAR's loan
portfolio has improved, with gross NPLs representing approximately
31% of the company's gross loan portfolio balance as of March 31,
2014, down from 42% as of Dec. 31, 2012. The company's ability to
monetize its NPLs has generated additional cash flow to repay
debt. Further, NPLs net of asset-specific reserves comprise
approximately $200 million or only 4% of gross undepreciated
assets as of March 31, 2014, indicative of limited exposure going
forward.

LAND PORTFOLIO CURRENTLY AN EARNINGS DRAG, BUT GROWTH DRIVER
The land segment makes up approximately 19% of the carrying value
of the company's portfolio as of March 31, 2014, and generates
minimal revenue and a significant segment loss. The segment is
currently a cash flow drain as the company invests capital toward
improving the land for development and/or sale. Fitch expects that
this segment will begin generating cash flow over the next several
years, but the company will likely need to invest significant
capital during this time period to realize the embedded value in
its land holdings.

IMPROVING BOOK LEVERAGE; HIGH CASH FLOW LEVERAGE
The company's leverage on a net debt/undepreciated book equity
basis has improved to 2.2x as of March 31, 2014 from 2.8x as of
Dec. 31, 2012. The improvement in book leverage has been driven by
significant debt reduction via proceeds from loan sales and
monetizations of other real estate assets and investments. On a
net debt/latest 12 months (LTM) EBITDA basis leverage was
approximately 15x as of March 31, 2014, up from approximately 13x
as of Dec. 31, 2012. This high leverage is due to the weak
earnings power of the overall portfolio.

LOW COVERAGE
Fixed charge coverage was only 0.8x for the 12 months ended March
31, 2014, compared with 0.8x and 0.7x for the years ended Dec. 31,
2012 and 2011, respectively. The weak coverage is driven in part
by the land segment, which has generated substantial losses over
the last several years. Fitch expects this ratio to strengthen
moderately as the company reduces debt from proceeds of loan
resolutions and asset sales and begins to recognize additional
earnings from lease-up of assets within its operating property
segment, further sales of residential properties, and land
monetizations.

MODESTLY CONSTRAINED GROWTH
The company is moderately constrained by non-compliance with an
unsecured bond fixed charge incurrence covenant, which limits the
company's ability to incur any additional debt to grow its
investment portfolio. STAR's growth will occur via investment of
unrestricted cash on hand, asset sales proceeds and from external
capital raising, such as preferred stock and, potentially, common
equity. The company's recently announced joint venture with a
sovereign wealth fund to acquire and develop up to $1.25 billion
of net lease assets is indicative of the company's ability to
obtain growth capital outside of traditional capital markets
channels. In addition, the company closed on approximately $950
million of new investments between June 2013 and March 2014, which
should drive future revenue growth.

POSITIVE OUTLOOK
The Positive Outlook is based on Fitch's expectation that the
company will be able to access the capital markets to refinance
indebtedness and obtain growth capital to expand its portfolio.
Further, the company does not have meaningful debt maturities
until 2016 when 22% of debt matures, creating a stronger liquidity
profile and providing the company adequate runway to redeploy
asset sales proceeds and loan repayments towards future
investments. In addition, recovery in commercial real estate
fundamentals and valuations should enable the company to further
monetize assets within its operating property segment and its
unencumbered asset pool more broadly.

RATING SENSITIVITIES

The following may have a positive impact on iStar's ratings and/or
Outlook:

-- Demonstrated ability to generate earnings and monetize assets
    within the company's land segment;

-- Generating adequate earnings to be able to incur additional
    debt under the company's debt incurrence fixed charge
    covenant;

-- Further monetization of the company's unencumbered real estate
    investment portfolio via asset sales to repay unsecured debt;

-- Continued demonstrated access to the common equity or
    unsecured bond market.

The following may have a negative impact on the ratings and/or
Outlook:

-- Deterioration in the quality of iStar's loan portfolio,
    including an increase in non-performing loans and additional
    provisions for loan losses;

-- An inability for the company to generate earnings and monetize
    land segment assets;

-- Encumbrance of the company's higher-quality assets.

Fitch has taken the following rating actions for iStar Financial
Inc.:

-- IDR affirmed at 'B';
-- 2012 senior secured tranche A-2 due March 2017 affirmed at
    'BB/RR1';
-- Senior unsecured notes upgraded to 'BB-/RR2' from 'B/RR4';
-- Convertible senior notes upgraded to 'BB-/RR2' from 'B/RR4';
-- Preferred stock affirmed at 'CCC/RR6'.

Fitch has withdrawn the ratings on the 2013 secured credit
facility due 2017 as this obligation has been paid in full.

The Rating Outlook is Positive.


JAMES AND ASSOC: Clients Must Contact LSUC by Aug. 15
-----------------------------------------------------
Pursuant to the Order of the Ontario Superior Court of Justice
dated May 7, 2014, The Law Society of Upper Canada is the trustee
of funds from the trust account of lawyer Kenneth James o/a James
and Associates, 507-3100 Steeles Avenue West, Concord, Ontario L4K
3RI.  Any persons, including clients or estate beneficiaries, who
believe they may be entitled to funds held by Mr. James are asked
to contact the Law Society's Trustee Services Department by Aug.
15, 2014.

     Trustee Services Department
     The Law Society of Upper Canada
     Tel: 416-947-3366
     Fax: 416-644-4880
     E-mail: trustee_services@lsuc.on.ca


JHCI ACQUISITION: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed JHCI Acquisition, Inc.'s
("JHCI" or "Jacobson Companies") existing ratings including its B3
corporate family rating ("CFR") and B3-PD probability of default
ratings. Concurrently, Moody's affirmed the company's B1 rating on
its first lien revolver and term loan and Caa1 rating on its
second lien term loan. The outlook was changed to positive from
stable due to the expectation that the company's credit metrics
will likely improve over the intermediate term as a result of an
improvement in operating earnings combined with debt repayments.

Ratings Affirmed:

Corporate Family Rating, at B3

Probability of Default Rating, at B3-PD

$25 million first lien senior secured revolving credit facility
due 2018, at B1 (LGD-2, 27%) from (LGD-2, 28%)

$275 million first lien term loan due 2019, at B1 (LGD-2, 27%)
from (LGD-2, 28%)

$110 million second lien term loan due 2020, at Caa1 (LGD-5, 74%)

JHCI's outlook was changed to positive from stable.

The positive outlook considers that the company's refocused
business strategy, new business wins and cost reduction actions
have had a favorable impact on operating performance that is
expected to continue. In addition, proactive use of cash
generation towards debt reduction above that required per the
company's bank credit agreements also supports the change in
outlook.

The affirmation of JHCI's B3 CFR reflects the company's highly
levered capital structure, modest interest coverage and adequate
cash balances. The ratings are supported by the long-term nature
of JHCI's dedicated customer contracts, the focus on certain less
volatile consumer end-markets, a largely asset-light business and
a history of positive free cash flow generation. The company
derives benefits from its asset-light business model and resulting
ability to vary costs in line with changing demand. However,
similar to its peers, it is susceptible to pricing pressures in a
competitive and fragmented industry. Credit metrics are
anticipated to improve from a refocused business strategy started
in the fourth quarter of 2012 centered on JHCI's core vertical
operations in the U.S., the divestiture of its non-core
international operations in mid-2013 and implementation of several
cost savings initiatives. In Moody's view, the less cyclical
nature of some of the company's primary end-markets serves to
partially counterbalance the slow rate of expected U.S.
macroeconomic growth over the intermediate term.

The positive outlook is based on the expectation that operating
results will likely improve as a result of the company's refocused
business strategy and that excess cash generation will be used
towards further debt reduction over the near-term.

Ratings could be upgraded if the company continues to generate
free cash flow and use proceeds to pay down debt while maintaining
operating margins above 7.0%. A ratings upgrade would also be
considered if JHCI's credit metrics improve such that Moody's
adjusted debt/EBITDA improves to and is sustained below 5.5 times
and EBIT/interest improves to 2.0x and is sustained at those
levels.

Ratings could be downgraded if the company's liquidity position
deteriorates including cash balances declining from current
levels, Moody's adjusted debt/EBITDA exceeds 7.0x and/or interest
coverage remains well below 1.0 times.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
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.

JHCI is a wholly-owned subsidiary of JHCI Holdings, Inc., the
vehicle majority owned by Oak Hill Capital Partners, created to
effect the acquisition of Jacobson Holding Co. and the 2007 merger
of Arnold Logistics, LLC (together Jacobson). JHCI operates its
businesses using the Jacobson Companies name.

Jacobson Companies, headquartered in Des Moines, Iowa, is a
leading national third-party logistics company that provides value
added warehousing, packaging, contract manufacturing, staffing,
contract logistics, transportation and freight management
services.


LYNN LEE OF PINELLAS: Case Summary & 8 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Lynn Lee of Pinellas County, Inc.
           dba Sun-Dial Resort Motel Apartments
           dba Green Gables Resort Motel
        7201 Sunset Way
        Saint Pete Beach, FL 33706

Case No.: 14-07304

Chapter 11 Petition Date: June 24, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Email: Buddy@tampaesq.com
                         All@tampaesq.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leslie Hughes, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-07304.pdf


MACKEYSER HOLDINGS: Bankruptcy Shutters Aspen Eye Clinic
--------------------------------------------------------
Curtis Wackerle, writing for Aspen Daily News, reported that the
Aspen office of two eye doctors abruptly closed on June 20 as the
parent company which recently purchased the practice filed for
Chapter 11 bankruptcy.  Dr. Tim Bauer, the eye doctor who sold the
practice to American Optical Services in September but still sees
patients there, said he expects the business to fall back to him
as the case is handled by the U.S. Bankruptcy Court in Delaware,
where the case was filed.  American Optical Services is a
subsidiary of MacKeyser Holdings of Las Vegas.  The report added
that when the filing came down on Friday, the Aspen office closed.
Bauer said he hopes to reopen Aspen and Carbondale offices by the
end of the week or next.

                  About MacKeyser Holdings, LLC

MacKeyser Holdings, LLC and its operating affiliates -- American
Optical Services, LLC, and Exela Hearing Services, LLC -- manage
integrated eye care and hearing systems providers with over 80
optical retail, optometry and ophthalmology locations in 14
states.  Within certain of the Company's locations, dedicated
audiology and dispensing staff conduct diagnostics, fitting and
dispensing of hearing systems.

MacKeyser Holdings, LLC, American Optical Services, Inc. and their
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
Nos. 14-11528 to 14-11550) on June 20, 2014.  David R. Hurst,
Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, PA.  The Debtors' financial advisor is GlassRatner
Advisory & Capital Group.  The investment banker is Hammond Hanlon
Camp LLC.  The noticing and claims management agent is American
Legal Claim Services, LLC.

In its petition, MacKeyser Holdings estimated $50 million to $100
million in both assets and liabilities.

The petitions were signed by Thomas J. Allison, authorized
officer.


MARTIN MARIETTA: Moody's Confirms Ba1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Martin Marietta Materials
Inc.'s Corporate Family Rating at Ba1 with a stable outlook. The
action concludes the review for possible downgrade placed on the
ratings January 28, 2014, which was prompted by the announcement
of Martin Marietta and Texas Industries, Inc. ("TXI") entering
into a definitive merger agreement. Moody's also assigned Ba1
ratings to Martin Marietta's proposed senior unsecured notes.
Martin Marietta's Corporate Family Rating and senior unsecured
ratings are Ba1, Probability of Default Rating is Ba1-PD,
Speculative Grade Liquidity assessment is SGL-2 and commercial
paper rating is Not Prime. The ratings for TXI remain under review
for possible upgrade.

On June 23, 2014, Martin Marietta announced that it would raise a
total of $700 million in senior unsecured notes. The net proceeds
from the offering, along with cash on hand and drawings under its
trade receivables facility and/or its revolving credit facility,
will be used to redeem all $650 million in principal amount of the
outstanding TXI notes. Martin Marietta and TXI are expected to
consummate their merger on July 1, 2014, and TXI will become a
wholly-owned subsidiary of Martin Marietta. At that time, Moody's
will raise TXI's note ratings to Ba1 with a stable outlook,
consistent with the ratings of Martin Marietta. Moody's will
withdraw the TXI note ratings following the repayment of the TXI
notes.

The following ratings actions were taken:

Issuer: Martin Marietta Materials, Inc.:

Ba1 Corporate Family Rating, confirmed at Ba1;

Ba1-PD Probability of Default Rating, confirmed at Ba1-PD;

$300 million senior unsecured notes, assigned at Ba1 - LGD4;

$400 million senior unsecured notes, assigned at Ba1 - LGD4;

Ba1 -- LGD4 rating on senior unsecured notes, confirmed at Ba1
-- LGD4;

Speculative Grade Liquidity assessment is SGL-2;

Commercial paper rating is Not-Prime.

The rating outlook is stable.

Ratings Rationale

On January 27, 2014, Martin Marietta entered into a merger
agreement with Texas Industries, Inc. ("TXI") in a stock-for-stock
transaction valued at $2.7 billion. The transaction, which is
expected to close on July 1, 2014, will give Martin Marietta
roughly 69% ownership of the combined company, and Texas
Industries shareholders the remaining 31%. The merged company will
operate under the Martin Marietta name and management. As of
December 31, 2013, the combined company has pro forma annualized
revenues of approximately $2.9 billion.

Martin Marietta's Ba1 ratings benefit from the company's position
as one of North America's leading aggregates producers; expanded
geographic footprint, product diversity and distribution network;
typically stable operating performance in most, but not all,
economic scenarios; and diverse end-markets including public,
private residential and non-residential construction. Following
the TXI merger, Martin Marietta will become a leading cement
producer in Texas. The rating also incorporates the highly
competitive nature of the industry, added volatility from the
cement and ready-mixed concrete businesses, and the company's lack
of multinational diversity. Martin Marietta effectively derives
all of its income from operations in North America, with a
concentration of income from Texas, and is smaller in scale than
more highly rated multinational building materials companies.
Merging with TXI will expose Martin Marietta to a new business
line - the capital-intensive cement business - and adds to its
ready-mixed concrete business, the latter of which has less
pricing power and lower profitability than aggregates. These
factors historically have made cement and ready-mixed concrete
companies more volatile performers.

Moody's notes that the company's adjusted debt leverage increases
to 4.1x pro forma for the acquisition, from 3.0x for LTM March 31,
2014. However, Moody's expect this metric to decline, mostly
through EBITDA growth, over the near-term. The ratings incorporate
Moody's expectation that Martin Marietta will operate with
adjusted debt-to-EBITDA in the 2.5x-3.0x range.

The company's SGL-2 reflects good liquidity over the next 12 to 18
months. At March 31, 2014, the company's liquidity was supported
by $36 million of cash on hand, availability of $330 million under
its unsecured revolving credit facility, and Moody's expectation
that the company will remain operating cash flow positive over the
next twelve months. The company's liquidity is also supported by
absence of near-term debt maturities, with its revolving credit
facility coming due in March 2018. The company's assets are
largely unencumbered by liens, providing a significant amount of
alternative financial flexibility if needed. The company's credit
facility is governed by a debt to EBITDA ratio of 3.5x. Moody's
expect the company to be in compliance with this covenant over the
next 12 to 18 months.

The stable outlook presumes that the company will carefully
balance its financial policy including maintaining acceptable
liquidity and debt leverage and other credit metrics against its
growth strategies, which may include various "tuck-in"
acquisitions. Furthermore, it reflects Moody's expectations that
Martin Marietta's operating performance will improve as
construction activity continues to recover and that Martin
Marietta will be able to smoothly integrate TXI's operations.

Moody's indicated that upward rating consideration would follow
debt reduction and improved and sustained operating margins and
cash flow. Ratings upgrade could occur if adjusted debt-to-EBITDA
is sustained comfortably below 2.5x, adjusted EBIT-to-interest
expense is consistently above 4.0x, and liquidity is abundant.

Martin Marietta's ratings could be pressured downward in the event
that the company's liquidity deteriorated or if adjusted debt-to-
EBITDA exceeds 4.0x and adjusted EBIT-to-interest expense declines
below 2.5x. The rating could also be downgraded should the company
experience integration issues or if it pursues a materially
levering transaction.

The principal methodology used in this rating was the Global
Building Materials Industry published in July 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.

Martin Marietta Materials, Inc. ("Martin Marietta"), headquartered
in Raleigh, North Carolina, is one of the leading U.S. producers
of aggregates for infrastructure, commercial, agricultural and
residential construction. Aggregates account for nearly 88% of the
company's revenues. The company also manufactures magnesia-based
chemical products, and dolomitic lime in its Specialty Products
segment. In the LTM period ending March 31, 2014, Martin Marietta
generated approximately $2.2 billion in revenues.


MARVIN H RICHER: Ill. Judge Affirms Ruling on Morehead Claim
------------------------------------------------------------
District Judge Philip G. Reinhard of the U.S. District Court for
the Northern District of Illinois, Western Division, affirmed a
judgment of the bankruptcy court allowing the claim of Patrick
Morehead, as a general unsecured claim in the amount of
$937,079.44 against the Chapter 11 bankruptcy estate of Marvin H.
Richer and Gail L. Richer.  The Richers had commenced an adversary
proceeding against Mr. Morehead to determine the nature and extent
of and objection to Mr. Morehead's claim.  Counts III and IV of
the adversary complaint were dismissed with prejudice. The parties
subsequently filed cross motions for summary judgment on the
remaining Counts I and II. The bankruptcy court granted Mr.
Morehead's motion, denied the Richers' motion, and entered
judgment on January 15, 2014.  The Richers filed timely notice of
appeal on January 28, 2014.  The case before the District Court
is, Marvin H. Richer, et al., Plaintiffs, v. Patrick Morehead,
Defendant, CASE NO. 14 C 50043 (N.D. Ill.).  A copy of the
District Court's June 23, 2014 Statement-Opinion is available at
http://is.gd/4pIBqKfrom Leagle.com.

Crystal Lake, Illinois-based Marvin H. Richer and Gail L. Richer
filed for Chapter 11 bankruptcy protection on September 27, 2010
(Bankr. N.D. Ill. Case No. 10-74803).  Bradley T. Koch, Esq., at
Holmstrom & Kennedy P.C., assisted the Debtors in their
restructuring efforts.  The Debtors estimated their assets and
debts at $10 million to $50 million.


MEE APPAREL: Closes 12-Mil. Sale of Assets to Suchman
-----------------------------------------------------
MEE Apparel LLC and MEE Direct LLC informed the U.S. Bankruptcy
Court for the District of New Jersey that Suchman LLC closed the
purchase of substantially all of MEE's assets pursuant to the
asset purchase agreement dated May 30, 2014.

Judge Christine M. Gravelle approved the sale of the Debtors'
assets to Suchman for $12 million, plus the assumption of certain
liabilities.  At closing, the buyer agreed to deposit for the
benefit of general unsecured creditors the sum of $1 million to be
disbursed pursuant to a plan of liquidation, with such plan of
liquidation to provide that (a) insiders of the Debtors,
including, but not limited to, Seth Gerszberg, any individual
related to Seth Gerszberg by blood or marriage, any entity in
which Seth Gerszberg or Emily  Holton have at least a 50%
ownership interest; Suchman LLC, 3TAC LLC, and Ecko Asia Trading
Ltd., will waive all claims against the Debtors' estates and not
share in the distribution thereof; and (b) the distributions from
the GUC Distribution Account will be made by a plan administrator
whom will be jointly selected by the Debtors and the Official
Committee of Unsecured Creditors.

The TCR noted MEE Apparel cancelled its May 21 auction due to a
lack of competing bids.  Bill Rochelle, the bankruptcy columnist
for Bloomberg News, noted that MEE Apparel obtained approval of
the sale of its assets less than two months after its Chapter 11
filing.

A full-text copy of the sale notice and the asset purchase
agreement is available for free at http://is.gd/1KPeuL

                     About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have a deal to sell the assets to owner and lender
Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned
auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.


MEE APPAREL: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
MEE Apparel LLC filed amended schedules of assets and liabilities
in the U.S. Bankruptcy Court for the District of New Jersey,
disclosing total assets of 73,137,069, and total liabilities of
91,634,819.

MEE Apparel LLC and MEE Direct LLC previously disclosed total
assets of 2,791,535, and total liabilities of 65,197,550 on April
29, 2014.

A full-text copy of the MME Apparel's schedules is available for
free at http://is.gd/PKlyGY

A full-text copy of the MME Apparel and MEE Direct's schedules is
available for free at http://is.gd/EqKubE

                         About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have a deal to sell the assets to owner and lender
Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned
auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.


MEMORIAL RESOURCE: Moody's Rates $300MM Sr. Secured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Memorial
Resource Development Corp.'s (MRD) proposed $300 million senior
unsecured notes due 2022. Moody's also assigned a B2 Corporate
Family Rating (CFR), B2-PD Probability of Default Rating (PDR),
and SGL-2 Speculative Grade Liquidity Rating (SGL). The outlook is
stable.

On June 18, 2014, MRD completed its initial public offering (IPO)
pursuant to which it sold 21,500,000 shares of common stock to the
public at an offering price of $19.00 per share. MRD received net
proceeds of $382.1 million, of which approximately $360 million
will be used to redeem the outstanding senior unsecured PIK toggle
notes due 2018 issued by Memorial Resource Development LLC, with
Memorial Resource Finance Corp. serving as a co-issuer of the PIK
notes.

In conjunction with the closing of the IPO, MRD entered into a
$2.0 billion senior secured revolving credit facility with an
initial borrowing base of $725 million and aggregate elected
commitments of $725 million. The company borrowed approximately
$620 million from under the secured revolver primarily to pay off
in full and terminate WildHorse Resources' (B2 stable) revolving
credit facility and second lien term loan. Proceeds from the
proposed $300 million senior unsecured notes offering will be used
to repay a portion of the outstanding borrowings under MRD's
senior secured revolver.

Upon conclusion of this financing, Moody's will withdraw all
ratings on Memorial Resources Development LLC and WildHorse
Resources, LLC in accordance with Moody's Withdrawal Policy on
www.moodys.com.

"The B2 CFR on Memorial Resource Development Corp. is reflective
of its consolidated asset base, simplified capital structure and
enhanced financial flexibility," stated Michael Somogyi, Moody's
Vice President -- Senior Analyst.

Rating Assignments:

Memorial Resource Development Corp. (MRD)

  Corporate Family Rating (CFR), assign B2

  Probability of Default Rating (PD), assign B2-PD

  $300 million senior unsecured notes due 2022, assign Caa1
  (LGD-5, 85%)

  Speculative Grade Liquidity Rating (SGL), assign SGL-2

  Outlook, stable

Ratings Withdrawals:

Memorial Resource Development LLC

  Corporate Family Rating (CFR), B3 withdrawn

  Probability of Default Rating (PD), B2-PD withdrawn

  $350 million senior PIK toggle notes, B3 (LGD-4, 66%) withdrawn

  Speculative Grade Liquidity Rating (SGL), SGL-2 withdrawn

WildHorse Resources, LLC

  Corporate Family Rating (CFR), B2 withdrawn

  Probability of Default Rating (PD), B2-PD withdrawn

  $325 million Senior Secured Second Lien Term Loan facility, B3
  (LGD-5, 73%) withdrawn

  Speculative Grade Liquidity Rating (SGL), SGL-3 withdrawn


MEMORIAL RESOURCE: S&P Assigns 'B' CCR & Rates $300MM Notes 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston-based E&P company Memorial Resource
Development Corp.  The outlook is stable.  At the same time, S&P
assigned its 'B-' issue-level rating to the company's proposed
$300 million senior unsecured notes due 2022, with a recovery
rating of '5', indicating S&P's expectation of modest (10% to 30%)
recovery in the event of a payment default.  S&P also assigned its
'BB-' issue-level rating to the company's proposed $2 billion
senior secured revolving credit facility (with commitments of $725
million) with a recovery rating of '1', indicating S&P's
expectation of very high (90%-100%) recovery in the event of a
payment default.

"The stable outlook reflects our expectation that MRD will
maintain total adjusted debt to EBITDA below 5x and adequate
liquidity while increasing production," said Standard & Poor's
credit analyst Christine Besset.

S&P believes an upgrade is unlikely within the next year given the
company's projected reserve base profile.  Nevertheless, S&P would
consider an upgrade in the medium term if the company expanded
production meaningfully and increased the percentage of proved
developed reserves while keeping leverage lower than 4x.

S&P will consider a downgrade if leverage exceeds 5x, leading to a
reassessment of the company's financial policy, or if liquidity
deteriorates significantly.  This would most likely occur if the
company incurred debt to finance distributions to its
shareholders, higher-than-anticipated capital spending, or
acquisitions.


METEX MFG: Confirms Another Chapter 11 Reorganization Plan
----------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York on June 23 issued a findings of
fact, conclusions of law and order confirming Metex Mfg.
Corporation's Plan of Reorganization, after determining that the
Plan satisfies the confirmation requirements of the Bankruptcy
Code.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the overwhelming majority of asbestos-related personal
injury claimants -- the only class entitled to vote -- cast
ballots in favor of the new plan, dealing with asbestos claims
arising after the first bankruptcy.  The initial distribution on
asbestos-related personal injury claims will be 18 percent, Mr.
Rochelle said.

In relation to the confirmation of the Plan, Judge Morris also
approved settlements between Metex and several insurance
companies, including Travelers Casualty and Surety Company, f/k/a
The Aetna Casualty and Surety Company; Home Insurance Company;
Liberty Mutual; Hartford Accident and Indemnity Company; Fireman's
Fund Insurance Company; National Fire Insurance Company of
Hartford; American Home Assurance Company, Granite State Insurance
Company, and National Union Fire Insurance Company of Pittsburgh,
PA; Century Indemnity Company; and Allianz Global Risk US
Insurance Company.  Mr. Rochelle said the insurance companies'
contributions of $182.1 million to $189.8 million will help
finance the distributions.

                           About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.

In connection with the case, the U.S. Trustee appointed a
committee of five individual asbestos plaintiffs asserting claims
against Kentile.  The plaintiffs are represented by five law
firms: Belluck & Fox; Weitz & Luxenberg, P.C.; Early Lucarelli
Sweeney & Strauss; Cooney & Conway; and Gori Julian & Associates,
PC.  The Asbestos Claimants Committee engaged Caplin & Drysdale,
Chartered, as its bankruptcy counsel, Gilbert LLP as its special
insurance counsel, Legal Analysis Systems, Inc., as its
consultant, and Charter Oak Financial Consultants, LLC, as its
financial advisor.

On Jan. 16, 2013, the Bankruptcy Court appointed Lawrence
Fitzpatrick as the Future Claimants' Representative.  Mr.
Fitzpatrick engaged Young Conaway Stargatt & Taylor, LLP as his
counsel, and Analysis Research & Planning as his econometrician.


METRO-GOLDWYN-MAYER: New $300MM Debt No Impact on Moody's Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service said that Metro-Goldwyn-Mayer Inc.'s
("MGM") Ba2 Corporate Family rating ("CFR"), Ba2-PD Probability of
Default rating and the Ba3 rating on the new second lien senior
secured term loan are not affected by the proposed $100 million
increase in the size of its second lien term loan to a total of
$300 million. The incremental $100 million provides additional
liquidity in the form of balance sheet cash and will be used for
general corporate purposes. The rating outlook is stable.

Unchanged:

Issuer: Metro-Goldwyn-Mayer Inc.

  Corporate Family Rating: Ba2

  Probability of Default Rating: Ba2-PD

  Outlook is stable

  Upsized $300 million Second Lien Senior Secured Term Loan: Ba3,
  LGD5 -- 74% (from LGD5 -- 78%)

Ratings Rationale

The Ba2 CFR assigned on June 4, 2014, incorporates the increase in
MGM's funded debt from $200 million to $300 million and continues
to reflect the company's strong credit metrics, including low pro
forma debt-to-EBITDA and solid free cash flow to debt. The
upsizing impact on leverage ranges from 0.2x -- 0.4x
(incorporating Moody's standard adjustments) from 2014 to 2016
based on Moody's projections but even with the incremental debt
Moody's expect that on average debt-to-EBITDA will float around
1.0x. Further, MGM's strong expected free cash flows provide good
financial flexibility to manage the moderately higher leverage and
absorb incremental interest expense, estimated in the range of $6
million. Accordingly, Moody's believes that MGM's credit metrics
remain comfortably within parameters appropriate for the Ba2
rating, despite the uptick in debt levels. Moody's cautions,
however, that the upsizing of the term loan constrains MGM's
capacity for debt incurrence as maintenance of low leverage levels
in the 1.0x or lower range is key to the company's current credit
ratings, given the volatility in the motion picture industry and
potential for rapid deterioration in profit levels from poor box
office performances of feature films.

The last rating action was on June 4, 2014, when Moody's assigned
a Ba2 CFR and a Ba3 rating to the initial $200 million second lien
term loan.

Metro-Goldwyn-Mayer Inc.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Metro-Goldwyn-Mayer Inc.'s core industry and believes Metro-
Goldwyn-Mayer Inc's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Metro-Goldwyn-Mayer Inc., based in Beverly Hills, California,
produces and distributes motion pictures, television programming,
home videos, interactive media, music, and licensed merchandise.
It owns a library of films and television programs and holds
ownership interests in domestic and international television
channels. Revenue for LTM 3/31/2014 were approximately $1.4
billion.


MF GLOBAL: Trustee Says Most Customer Claims Are Complete
---------------------------------------------------------
Law360 reported that the trustee for the Securities and Protection
Act liquidation of MF Global Inc. said that final distribution on
allowed customer claims was nearly complete, and that he was
making "urgent efforts" to reconcile the remaining claims, most of
which haven't received final court approval.

According to the report, James W. Giddens said that more than 99
percent of distributions on 26,000 allowed customer net equity
claims were complete, with $6.37 billion going to more than 21,000
customers.  Just under 2,000 claims remain, and Mr. Giddens said
his staff was making several hundred calls a week in an attempt to
spur the last customers to provide the necessary information and
documentation in order to be paid, the report related.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MFH ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MFH Enterprises, LLC
        P.O. Box 2412
        Santa Rosa Beach, FL 32459

Case No.: 14-30689

Chapter 11 Petition Date: June 24, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: John E. Venn, Esq.
                  JOHN E. VENN, JR., P.A.
                  220 W. Garden St., Suite 603
                  Pensacola, FL 32502
                  Tel: 850-438-0005
                  Fax: 850-438-1881
                  Email: johnevennjrpa@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Milton H. Fulmer, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb14-30689.pdf


MT. GOX: Obtains Ch. 15 Protection Though Venue in Doubt
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Japanese trustee for the Mt. Gox bitcoin exchange
got a ruling from a judge in Dallas giving protection from
creditors in the U.S. under Chapter 15, although the venue of
where the U.S. side of the bankruptcy will be conducted remains to
be decided.

According to the report, on June 17, the bankruptcy judge in
Dallas recognized Japan as presiding over the company's primary
bankruptcy.  Although there were no objections to recognition of
the Japanese bankruptcy, plaintiffs representing bitcoin owners in
a class suit in Chicago suit have said the bankruptcy should be
moved to Chicago, the report related.

                          About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at Baker & Mcckenzie LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NAVISTAR INTERNATIONAL: Extends Expiration of Rights Agreement
--------------------------------------------------------------
Navistar International Corporation and Computershare Inc.,
successor-in-interest to Computershare Shareowner Services LLC, as
Rights Agent under the Rights Agreement, dated as of June 19,
2012, as amended from time to time, between the Company and the
Rights Agent, entered into Amendment No. 6 to the Rights
Agreement.  Amendment No. 6 amends and restates Section 7(a) of
the Rights Agreement in order to bring forward the expiration date
of the Rights Agreement from June 18, 2015, to July 1, 2014.

A full-text copy of Amendment No. 6 to the Rights Agreement, dated
as of June 17, 2014, between Navistar International Corporation
and Computershare Inc., successor-in-interest to Computershare
Shareowner Services LLC, as rights agent, is available at:

                        http://is.gd/RLYuvo

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.  The Company's balance sheet at
April 30, 2014, showed $7.72 billion in total assets, $11.79
billion in total liabilities and a $4.07 billion total
stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings.  The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy. Other rating concerns
are already incorporated in the 'CCC' rating.


NGL ENERGY: Fitch Assigns 'BB-' Rating on Sr. Unsecured Notes
-------------------------------------------------------------
Fitch Ratings assigns a 'BB-' rating to NGL Energy Partners LP's
proposed offering of senior unsecured notes due 2019. The notes
are to be co-issued by NGL Energy Finance Corp. (NGL Energy
Finance) which also has a rating of 'BB-' for the proposed new
unsecured notes.  Proceeds from the bond offering are to be used
to reduce borrowings on the secured revolving credit facility.
The Rating Outlook for both entities is Stable.

The bond offering follows the partnership's announcement on June 9
that NGL has agreed to acquire TransMontaigne Inc., 19.7% of the
outstanding LP units of TransMontaigne Partners LP, and certain
associated entities for $200 million in cash.  The note offering
also follows the June 18 equity offering for net proceeds of $338
million.

NGL plans to acquire TransMontaigne Inc., which holds the GP for
TransMontaigne Partners L.P., 19.7% of outstanding LP units of
TransMontaigne Partners L.P. and related entities.  The
transaction is expected to close in the third quarter of 2014
(3Q'14) subject to regulatory approval.  The assets are being
acquired from affiliates of Morgan Stanley.

NGL Energy's and NGL Energy Finance both have a 'BB' Issuer
Default Rating (IDR) which is supported by the partnership's
strategy to operate with strong distribution coverage and diverse
operations which are located throughout the U.S.  Since the
partnership has significant senior secured debt ahead of the
senior unsecured debt, the unsecured debt is notched down to
'BB-'.

Concerns include NGL's short operating history and growth through
numerous acquisitions since it was formed in 2010 and IPO'd in
2011.  Fitch believes that acquisitions will continue to be
significant for NGL as it seeks to expand its operations and
increase distributions paid to unitholders.  Other concerns
include NGL's modest size, and the weather-linked volatility
associated with the company's retail propane business which
accounted for 34% of fiscal year 2014 (FY2014) EBITDA.

Following significant acquisition activity in FY2014, leverage as
defined by Fitch as total debt to adjusted EBITDA was 6.4x as of
FY2014 (fiscal year ends March 31), up from 4.2x at the end of
FY2013.  With the pending acquisition, Fitch forecasts leverage to
be approximately 4.5x-5.0x at the end of FY2015 as recent past
acquisitions contribute to EBITDA growth which should drive the
leverage reduction.  Furthermore, Fitch expects EBITDA growth to
be more significant in the latter half of FY2015.

Leverage expectations are viewed as appropriate by Fitch for NGL's
'BB' rating.  Given NGL's aggressive acquisition strategy,
maintenance of its rating will in large part depend on its
willingness and ability to issue equity to help fund growth.

NGL is focused on significant growth via organic projects and
acquisitions.  Fitch expects acquisitions to be NGL's larger focus
as it enables the partnership to quickly ramp up in size and
scale.  The offset to this is that multiples paid for acquisitions
are higher than organic growth projects.

Prior to the announced acquisition, management indicated that
adjusted EBITDA should be in the range of $425 million-$430
million in FY2015, up from $255 million in FY2014.  In FY2015, NGL
expects to see growth capex of approximately $500 million, up from
$133 million in FY2014.  In the current fiscal year, approximately
50% of spending is to be directed toward crude logistics, 40%
water services and the remainder is for other NGL logistic
projects.

In FY2014, $1.3 billion of cash was spent on acquired assets.  The
most significant acquisition during the fiscal year was the
December 2013 acquisition of the Gavilon assets which included
crude oil terminals and a 50% stake in a crude oil pipeline which
went into service in February 2014.  NGL paid $832 million net in
cash for the assets.

Liquidity appears to be adequate following NGL's $338 million
equity issuance in June 2014.  Proceeds from the equity offering
were used to repay borrowings on the bank facility.  As of yearend
FY2014, cash on the balance sheet was approximately $10 million,
the working capital facility had approximately $275 million
undrawn and the expansion facility had $253 million undrawn.

In June 2014, NGL increased the size of its secured revolving
credit facility to $2.193 billion from $1.721 billion.
The bank agreement is comprised of two facilities: a $1,335
million working capital facility which is restricted by a
borrowing base and a $858 million expansion capital facility.
The facility extends until 2018.

Financial covenants in the bank agreement do not allow leverage
(as defined by the bank agreement) to exceed 4.25x.  With
permitted acquisitions, this temporarily increases to 4.5x.  As of
FY2014 the bank-defined leverage ratio was approximately 3.0x.
Interest coverage must exceed 2.75x and it was approximately 7.0x
at the end of FY2014.  The bank agreement allows working capital
borrowings and letters of credit to be excluded from the leverage
calculation.  NGL gets pro forma EBITDA credit for acquisitions,
which is typical for master limited partnership (MLP) bank
agreements.

The borrowing base is the sum of: all cash collateral, 85% of
accounts receivable, 80% of inventory (less 50% of prepaid
inventory), 90% of eligible futures accounts, and 80% of letters
of credit for commodities not yet received, less all first
purchaser liability, less 100% of secured bank obligations
attributable to overdrafts, less 120% of secured hedging
obligations, and less 100% of excise tax liabilities.  The
borrowing base calculation is done at the end of each month.

The company maintains a solid distribution coverage ratio (DCR)
which it targets to be approximately 1.5x.  With increased
distributions, the coverage ratio was 1.1x at the end of FY2014
which is below coverage of 1.5x at the end of FY2013 and
management's target.  Fitch forecasts EBITDA and DCF growth in
FY2015 and expects the DCR to be closer to 1.5x at the end of the
current fiscal year.

NGL has indicated that in FY2014, approximately 40%-45% of EBITDA
was generated from fee-based assets.  It targets 60% of EBITDA
from fee-based assets in the next 12-18 months.

NGL's assets are diverse and are comprised of retail propane (34%
of FY2014 segment EBITDA), water services (24%), liquids (31%),
crude logistics (8%) and other (3%).  Furthermore, its assets are
located throughout the U.S. Recent acquisitions include crude oil
midstream assets (Gavilon) and water services.  These are higher
margin segments which should improve NGL's overall EBITDA margins
going forward.


NGL ENERGY: S&P Assigns 'BB-' Rating on $350MM Sr. Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to NGL Energy Partners L.P.'s and
NGL Energy Finance Corp.'s proposed $350 million senior unsecured
notes due 2019.  The partnership intends to use net proceeds to
repay borrowings outstanding under its revolving credit facility.
As of March 31, 2014, the partnership had about $1.6 billion in
debt outstanding.  S&P expects the partnership will have an
adjusted debt to EBITDA ratio of between 3.5x and 3.75x for fiscal
2015.

Tulsa, Okla.-based NGL Energy Partners is a midstream energy
partnership that specializes in crude oil logistics, water
treatment and processing, natural gas liquids logistics, and
retail propane.  S&P's corporate credit rating on the company is
'BB-' and the outlook is stable.

RATINGS LIST

NGL Energy Partners L.P.
Corp credit rating                    BB-/Stable/--

New Ratings
NGL Energy Partners L.P.
NGL Energy Finance Corp.
$350 mil senior unsecured notes       BB-
Recovery rating                       4


NIELSEN FINANCE: Moody's Rates $800MM Sr. Unsecured Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned B1 to the proposed $800 million
tack-on to the existing 5% senior unsecured notes due 2022 issued
by Nielsen Finance LLC, an indirect subsidiary of Nielsen N.V.
("Nielsen"). Proceeds from the new notes will be used to refinance
the existing 7.75% senior unsecured notes due 2018. Reduced
pricing will provide estimated savings of $22 million in annual
interest expense. All other ratings including the Ba3 Corporate
Family Rating and Ba3-PD Probability of Default Rating as well as
the positive outlook are unchanged.

Assigned:

Issuer: Nielsen Finance LLC

   NEW $800 million Senior Unsecured Notes: Assigned B1, LGD5 --
   80%

To be withdrawn upon redemption or completion of the tender:

Issuer: Nielsen Finance LLC

   EXISTING 7.75% Senior Unsecured Notes due 2018 ($802 million
   outstanding): B1, LGD5 -- 80%

Ratings Rationale

Nielsen's Ba3 Corporate Family Rating reflects Moody's view that
the company will maintain its leading international positions in
the measurement and analysis of consumer purchasing behavior as
well as in providing media and marketing information given
protection from high entry barriers. Revenue is supported by long-
standing contractual relationships with consumer product
companies, media and advertisers, and benefits from the company's
status as a source of independent benchmark information. Moody's
expect the company will build on its track record to deliver low-
to-mid single digit percentage revenue and EBITDA growth. Ratings
incorporate the challenging operating environment in Nielsen's
`Buy' division due to cyclical spending shifts by clients as well
as exposure, particularly in the `Watch' division, to a more
competitive landscape in rapidly growing online markets. Risks
include the potential for new technologies to change consumer
buying habits and advertising/marketing delivery channels;
however, Moody's believe Nielsen is positioned to respond to new
media channels by broadening its product and service offerings.
Moody's expects Nielsen will utilize a portion of free cash flow
to reduce debt balances; however, ratings also reflect the
company's moderately high leverage and likely increases in
dividend payouts or share repurchases as earnings grow.
Furthermore, Nielsen's recent increase in quarterly dividends
(more than $370 million annual payout) and share repurchase
programs will consume cash that could otherwise be used to reduce
debt or fund acquisitions. Despite these distributions and the
acquisition of Arbitron in September 2013, mid-single digit
percentage revenue growth, modest margin expansion, and debt
repayments have lowered the company's pro forma debt-to-EBITDA to
approximately 4.4x at March 31, 2014 (including Moody's standard
adjustments and 12 months of Arbitron, or 4.2x excluding
acquisition restructuring costs) from 4.7x in the prior year.
Liquidity is strong with roughly $300 million of balance sheet
cash, low to mid single digit percentage free cash flow-to-debt
ratios, more than $540 million of unused capacity under the
revolver facility, and no significant debt maturities until 2017.

The positive rating outlook reflects Moody's expectation that
Nielsen will deliver operating results in line with its recent
guidance (4%-6% revenue growth and 29%-30% adjusted EBITDA margins
for 2014) and that shareholder distributions and acquisitions are
managed such that the company remains on a deleveraging trajectory
consistent with its 3.0x target for reported leverage. Moody's
assumes in the rating outlook that the U.S. and global economies
continue to expand modestly. An upgrade would require steady and
growing earnings performance paired with de-leveraging such that
debt-to-EBITDA is moving towards 4.0x and free cash flow
generation is meaningful on a sustained basis. Notwithstanding
management's recently revised guidance for reported leverage of
3.0x (previously 2.75x - 3.0x), Moody's would need to be
comfortable that Nielsen has the willingness and capacity to
manage to these credit metrics after incorporating potential
acquisitions or share repurchases. Nielsen would also need to
maintain at least good liquidity. Ratings could be downgraded if
debt-to-EBITDA were to exceed 5.0x (including Moody's standard
adjustments) or if free cash flow generation weakens through
deterioration in operating performance, acquisitions, or
shareholder distributions. The outlook could be changed to stable
if Nielsen adopts more aggressive financial policies including a
move away from its intention to continue to reduce leverage.
Deterioration in liquidity could also create downward rating
pressure.

The principal methodology used in this rating was the Global
Business & Consumer Services Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Nielsen N.V., headquartered in Diemen, the Netherlands and New
York, NY, is a global provider of consumer information and
measurement that operates in approximately 100 countries.
Nielsen's Buy segment (roughly 60% of FY 2013 reported revenue)
consists of two operating units: (i) Information, which includes
retail measurement and consumer panel measurement services; and
(ii) Insights, which provides consumer intelligence and analytical
services for clients. The Watch segment (40% of reported revenue)
provides viewership and listenership data and analytics across
television, radio, online and mobile devices for the media and
advertising industries. A consortium of private equity firms owns
just under 20% of economic interest and voting control in Nielsen
with remaining shares being widely-held. Reported revenue for the
12 months ended March 2014 was $5.9 billion.


NORTHERN DENTAL: Bobcaygeon Dental Biz to Be Sold July 24
---------------------------------------------------------
A. Farber & Partnrs Inc., the court-appointed receiver of Rene
Emil Boljkovac, 1735509 Ontario Limited, and Northern Dental
Centres Inc., is offering for sale the building and assets of
Bobcaygeon Family Dentistry.

Bobcaygeon Family Dentistry is located at 100 East Street South,
Bobcaygeon, Ontario.  The assets being offered for sale include
the dental practice and the building, with good paying tenants.

The deadline for submission of offers will be 5:00 p.m. EST on
July 24, 2014.

Please contact Peter Crawley at (406) 496-3507 or by email at
pcrawley@farberfinancial.com for more information.  Information is
also available online at http://www.farberfinancial.com/


OHCMC-OSWEGO: Vacant Illinois Land Heading for September Auction
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that more than 250 acres of undeveloped land in Oswego,
Illinois, owned by an affiliate of Oliver-Hoffman Corp. will be
sold at auction in September to fund OHCMC-Oswego LLC's Chapter 11
plan that comes up for approval at an Aug. 6 confirmation hearing.

According to the report, the bankruptcy court in Chicago has
tentatively approved disclosure materials explaining the
liquidating Chapter 11 plan.  Under proposed sale procedures, bids
on the properties are due Sept. 12 in advance of an auction on
Sept. 16.  There's already an offer for about $11.8 million, the
report said, citing the company.

                        About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


OPTIM ENERGY: Floats $60M Stalking Horse Bid For Coal Plant
-----------------------------------------------------------
Law360 reported that power plant operator Optim Energy LLC, owned
by Bill Gates' Cascade Investment LLC, asked a Delaware bankruptcy
judge to approve an August auction for its coal-fired plant after
lining up a $60 million stalking horse bid from Major Oak Power
LLC, an affiliate of Blackstone Group LP.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, competing bids would be due July 23, followed by an auction
on Aug. 4 and a hearing to approve sale on Aug. 5.

Optim said there was great interest in the Twin Oaks plant with
eight potential buyers invited to make second-round offers before
Blackstone's Major Oak Power LLC was tapped to be the so-called
stalking horse and make the first bid at auction, the Bloomberg
report related.

                    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 Cear
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.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


PARADISE HOSPITALITY: Judge Smith Dismisses Chapter 11 Case
-----------------------------------------------------------
The Hon. Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California dismissed the Chapter 11 bankruptcy case of
Paradise Hospitality Inc.

As reported in the Troubled Company Reporter on May 15, 2014, due
to unanticipated circumstances, the Debtor said it was unable to
operate its hotel at even break-even under the best Western brand
and reservation system, defaulted on its plan payment, and no
longer has control over its hotel as a receiver was appointed at
the request of RREF WB Acquisitions, LLC.  Therefore, the Debtor
has no prospect of resuming payments under the confirmed chapter
11 plan.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
Petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.




PUERTO RICO: Governor Aims to Revamp Debt of Public Corporations
----------------------------------------------------------------
Michael Corkery, writing for The New York Times' DealBook,
reported that Puerto Rico?s governor, signaling worsening
financial trouble for the island, proposed a legal means to revamp
the debt of some its largest public corporations, which provide
vital services like electricity.

According to the report, the new law is meant to quell concerns
that Puerto Rico?s inability to file for federal bankruptcy
protection would set off a chaotic scramble among creditors in the
case of a default.  The proposal made by Gov. Alejandro Garcia
Padilla raises the specter that one of Puerto Rico?s agencies
could falter soon, the DealBook said, citing investors.

The bill comes as one of the island?s most indebted public
corporations -- Puerto Rico Electric Power Authority -- faces
increasingly tense talks with its lenders, the DealBook related,
citing people briefed on the matter.  Failure to renew credit
lines from its banks could hinder the authority?s ability to buy
oil to generate electricity for the island?s 3.6 million people,
these people said, the report further related.  The authority also
has a bank loan that it is hoping to extend in August, one of the
people said, the report added.


ROSE ROCK: S&P Assigns 'B+' CCR & Rates $350MM Sr. Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Rose Rock Midstream Partners L.P.

At the same time, S&P assigned a 'B' issue-level rating and a '5'
recovery rating to the $350 million senior unsecured notes due
2022.  S&P expects the partnership to use net note proceeds to
reduce borrowings under its senior secured revolving credit
facility.  The '5' recovery rating indicates that lenders can
expect modest (10% to 30%) recovery of principal if a payment
default occurs.  At the same time, S&P assigned a 'BB' issue-level
rating to the partnership's senior secured revolving credit
facility.  S&P is also assigning a '1' recovery to the credit
facility.  The outlook is stable.

S&P's ratings on Rose Rock reflect its assessment of its "weak"
business risk profile and "significant" financial risk profile.
The "weak" business risk profile reflects the partnership's high
percentage (about 80%) of fee-based cash flows and crude oil
focus, offset by its limited scale and geographic scope.  S&P's
assessment of the "significant" financial risk profile reflects
its view of adequate liquidity, our expectation of financial
leverage between 3.5x and 3.75x for 2014, and the credit
constraints inherent to the master limited partnership (MLP)
structure.

S&P rates Rose Rock on a stand-alone basis.  S&P views the
partnership's focus on the crude oil business in the Midcontinent
region as positive for credit given its expectations of the
significant crude infrastructure build-out in those areas over the
next few years.  However, the partnership's concentrated
geographic position makes it challenging, in S&P's view, to
compete against peers for growth opportunities.

The stable outlook reflects S&P's view that the partnership will
maintain adequate liquidity while significantly growing its crude
transportation business, resulting in adjusted debt-to-EBITDA in
the mid 3x area.  S&P anticipates parent company SemGroup will
continue to drop down additional assets into the master limited
partnership over the next six to 12 months.

S&P could consider higher ratings if the partnership's business
risk profile improves due to increased scale and diversity
resulting from future drop-downs or acquisitions while maintaining
credit measures at current levels.

S&P could lower the ratings if liquidity becomes constrained or if
adjusted debt-to-EBITDA exceeds 4.5x on a sustained basis due to
underperformance in one of the partnership's business segments or
if it makes a significantly levered acquisition.


RITE AID: Eight Directors Elected at Annual Meeting
---------------------------------------------------
Rite Aid held its 2014 annual meeting of stockholders on June 19
at which the stockholders:

   (a) elected Joseph B. Anderson, Jr., Bruce G. Bodaken, David R.
       Jessick, Kevin E. Lofton, Myrtle S. Potter, Michael N.
       Regan, John T. Standley and Marcy Syms to the Board of
       Directors;

   (b) ratified the appointment of Deloitte & Touche LLP as Rite
       Aid's independent registered public accounting firm;

   (c) approved, on an advisory basis, the compensation of Rite
       Aid's named executive officers;

   (d) approved the adoption of the 2014 Plan; and

   (e) did not approve a stockholder proposal relating to an
       independent chairman.

On June 19, 2014, the stockholders of Rite Aid approved the
adoption of the Rite Aid Corporation 2014 Omnibus Equity Plan,
which was previously approved by Rite Aid's Compensation Committee
and Board of Directors.  The 2014 Plan provides for the issuance
of a maximum of 58,000,000 shares of Rite Aid Common Stock plus
any shares of Common Stock remaining available for grant under the
Rite Aid Corporation 2010 Omnibus Equity Plan and the Rite Aid
Corporation 2012 Omnibus Equity Plan as of the effective date of
the 2014 Plan in connection with the grant of ISOs, nonqualified
options, which are options that do not qualify as ISOs, stock
appreciation rights, restricted stock, phantom units, stock bonus
awards, and other equity-based awards valued in whole or in part
by reference to, or otherwise based on, Rite Aid's Common Stock.

A full-text copy of the 2014 Omnibus Equity Plan is available for
free at http://is.gd/yIG6sS

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.

In the April 21, 2014, edition of the TCR, Fitch Ratings has
upgraded its ratings on Rite Aid Corporation (Rite Aid), including
its Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over
the past 24 months.


RR DONNELLEY: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed RR Donnelley & Sons Company's
(RRD) Ba2 corporate family rating (CFR), Ba2-PD probability of
default rating (PDR), Baa2 senior secured credit facility rating,
Ba3 senior unsecured notes rating and SGL-2 speculative grade
liquidity rating (indicating good liquidity). The ratings outlook
remains negative.

Moody's affirmed its Ba2 ratings because RR Donnelley has the
ability to de-lever to about 2.8x (Moody's adjusted) by late 2016
from 4.0x (Moody's adjusted and estimated as of June 30, 2014, pro
forma for the January acquisition of Consolidated Graphics and an
April 2014 debt repayment). Given the protracted time before the
company reaches an appropriate leverage profile for its rating,
and since unexpected operational set-backs, adverse changes in
supply-demand balance or debt-financed acquisition activity may
intervene, the outlook remains negative.

The following summarizes the rating actions and RR Donnelley's
ratings:

Issuer: R.R. Donnelley & Sons Company

Ratings Actions:

Corporate Family Rating, affirmed at Ba2

Probability of Default Rating, affirmed at Ba2-PD

Speculative Grade Liquidity Rating, affirmed at SGL-2

Senior Secured Credit Facility, affirmed at Baa2 with LGD
Assessment revised to (LGD1, 7%) from (LGD1, 6%)

Senior Unsecured Regular Bond/Debenture, affirmed at Ba3 with LGD
Assessment revised to (LGD4, 66%) from (LGD4, 65%)

Senior Unsecured Shelf, affirmed at (P)Ba3

Outlook Actions:

Outlook, maintained as Negative


SANDISK CORP: S&P Raises CCR to 'BB+'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Milpitas, Calif.-based SanDisk Corp. to 'BB+' from 'BB'.
The outlook is stable.

At the same time, S&P raised the issue rating on SanDisk's senior
unsecured debt to 'BB+' from 'BB'.  The recovery rating remains
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery in a payment default.

"Our upgrade of SanDisk reflects the company's improved business
execution and favorable industry demand, resulting in leverage
reduction to about 1x from 2x and an improved financial risk
profile, which we regard as 'modest,' a revision from our previous
assessment of 'intermediate'" said Standard & Poor's credit
analyst John Moore.

S&P expects that SanDisk's leverage will remain under 1.5x over
the coming year, as the memory sector enjoys favorable market
conditions, but could spike above 2x depending on market supply
and demand volatility.

S&P's "weak" business risk profile on SanDisk reflects its narrow
scope of business in the highly volatile semiconductor flash
memory markets, and the substantial investment required to
maintain technology and cost leadership.  SanDisk is a leading
producer of NAND flash memory-based storage solutions whose
products are broadly used in consumer electronics products
including mobile phones, digital cameras, and game systems.  The
company procures most of its flash memory through fabrication
facilities owned in joint-venture (JV) partnerships with Toshiba.
We expect the company will continue to achieve above average
profitability over the coming year, with EBITDA margins continuing
to amount to over 30% of revenues.

The stable outlook reflects S&P's expectations for good liquidity,
stable operating margins, and sustained leverage position for the
intermediate term, which will offset considerable business risk.

S&P could lower the rating if a sharp cyclical downswing causes
revenue or earnings to decline, which in turn brings the leverage
above 1.5x level on a sustained basis.

Although an upgrade is unlikely in the next 12 months, S&P could
raise the rating if the company improved its business risk profile
by means of continued execution in new technologies (including 3D
NAND), increased revenue diversity (including enterprise SSD), and
maintained its moderate financial policy with debt to EBITDA
sustained at or below 1.5x.


SEQUENOM INC: Camber Capital Holds 5.4% Equity Stake
----------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Camber Capital Management LLC and Stephen DuBois
disclosed that as of June 13, 2014, they beneficially owned
6,300,000 shares of common stock of Sequenom, Inc., representing
5.41 percent of the shares outstanding.  A full-text copy of the
regulatory filing is available at http://is.gd/3szweN

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom incurred a net loss of $107.40 million in 2013, a net
loss of $117.02 million in 2012 and a net loss of $74.13
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $122.85 million in total assets, $181.49 million in total
liabilities and a $58.63 million total stockholders' deficit.


SOURCE INTERLINK: Proposes KCC as Claims Agent, Admin. Advisor
--------------------------------------------------------------
Source Home Entertainment, LLC, et al., filed applications to
employ Kurtzman Carson Consultants LLC as claims and noticing
agent, and as administrative advisor.

The Debtors anticipate that more than a thousand entities will be
noticed during the course of the Chapter 11 cases.  In view of the
number of anticipated claimants and the complexity of the Debtors'
businesses, the Debtors submit that KCC's appointment as the
claims and noticing agent is both necessary and in the best
interests of the Debtors' estates and their creditors because the
Debtors and the Clerk will be relieved of the burdens associated
with the claims and noticing services.

The Debtors filed a separate application to hire KCC as
administrative advisor.  The bankruptcy administrative services
will include, among other things, the solicitation, balloting and
tabulation of votes on a Chapter 11 plan.

Prior to the Petition Date, the Debtors provided KCC with a
retainer in the amount of $25,000.

According to the services agreement, KCC will charge at these
rates for these consulting services:

                                         Discounted
   Position                             Hourly Rate
   --------                             -----------
Executive Vice President                  Waived
Director/Senior Managing Consultant        $175
Consultant/Senior Consultant            $70 to $160
Technology/Programming Consultant       $50 to $100
Project Specialist                      $50 to  $95
Clerical                                $30 to $50
Weekend, holidays and overtime            Waived

For its noticing services, KCC will waive fees for electronic
noticing, and $0.08 per page for facsimile noticing.  For claims
administration and management, KCC will charge $0.10 per creditor
per month for license fee and data storage.  For online claims
filing (ePOC) services, the firm will waive the fees.

James Le, the COO at KCC, attests that KCC is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Attn: Drake D. Foster
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfoster@kccllc.com

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.

The Debtors are seeking joint administration of their Chapter 11
cases.


SOURCE INTERLINK: To Pay $280,000 for Critical Vendor Claims
------------------------------------------------------------
Source Home Entertainment, LLC, et al., seek approval from the
bankruptcy court to pay prepetition claims held by critical
vendors in an amount not to exceed $155,000 on an interim basis
and $280,000 on a final basis.

Although the Debtors are in the process of winding down their
wholesale distribution businesses, the Debtors continue to
actively operate and market for sale their front-end retail
display manufacturing business.

The Debtors' custom display manufacturing business is predicated
on their ability to obtain the specialty chemicals, gas, metals,
plastics, and other raw materials necessary to tailor the front-
end displays to their customers' exact specifications.  The
Debtors obtain such materials and services from a limited number
of small or independent manufacturers on an order-by-order basis.

In return for paying critical vendor claims, the Debtors will use
commercially reasonable efforts to require the applicable critical
vendor to provide favorable trade terms in line with historical
practice for the postpetition delivery of goods and services or
otherwise continue supplying the Debtors with essential goods and
services for the duration of the chapter 11 cases.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.

The Debtors are seeking joint administration of their Chapter 11
cases.


SOURCE INTERLINK: Wants Schedules Deadline Moved to Aug. 22
-----------------------------------------------------------
Source Home Entertainment, LLC, et al., ask the bankruptcy court
to extend the deadline to file their schedules of assets and
liabilities and statements of financial affairs by an additional
30 days through and including Aug. 22, 2014, without prejudice to
their right to request a further extension.

Prior to the filing of the Chapter 11 cases, the Debtors focused
on winding down their distribution business, responding to
numerous creditor and vendor questions in connection therewith,
preparing for the chapter 11 filing, preparing the business to
transition into chapter 11, and negotiating with its significant
creditor constituencies.  Such efforts made it difficult for the
Debtors to prepare the schedules and statements.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.

The Debtors are seeking joint administration of their Chapter 11
cases.


SOURCE INTERLINK: Proposes to Use Cash Collateral
-------------------------------------------------
Source Home Entertainment, LLC, et al., seek approval from the
bankruptcy court to use cash collateral of their term loan
lenders.

Recognizing the need to access cash, in advance of this chapter 11
filing, the Debtors successfully engaged in good faith, arms-
length negotiations with their term loan lenders regarding the
consensual use of cash collateral during the first 30 days of the
chapter 11 cases.

The Debtors owe $51.9 million under their term loan facility with
Cortland Capital Market Services, LLC, as administrative and
collateral agent.  Obligations arising under the term loan
facility are secured by substantially all of the Debtors' assets.

Although they are in the process of winding down their wholesale
distribution businesses, the Debtors continue to actively operate
and market for sale their front-end retail display manufacturing
business.  To that end, the debtors need cash collateral to both
(a) continue their orderly wind down process and pay their
employees in connection therewith, as well as (b) procure goods
and services from vendors, pay their employees, and satisfy other
working capital needs in the ordinary course of their remaining
manufacturing business.

The proposed interim cash collateral order provides adequate
protection in the form of superpriority claims and replacement
liens to protect against any diminution in value arising from the
Debtors' use of cash collateral or the imposition of the automatic
stay pursuant to Section 362 of the Bankruptcy Code.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.

The Debtors are seeking joint administration of their Chapter 11
cases.


SOURCE INTERLINK: Time Inc. Severed Ties Pre-Bankruptcy
-------------------------------------------------------
Caysey Welton, writing for FolioMag.com, reported that Source
Interlink Distribution was dealt a punishing blow on May 28 when
Time Inc. severed its distribution ties.  The final straw for Time
Inc. was $7 million in uncollectible receivables that the company
had to record as bad debt in its second quarter of 2014, this just
days before the company was spinning off on its own. The next day
Source Interlink Distribution shut down, and as a result more than
5,000 layoffs occurred around the country. However, the court
filing shows, its debt to Time Inc. only scratches the surface, as
other massive debts weighed heavy on its parent company.

The report also said the absence of Source Interlink Distribution
could create uncertain impacts for consumer magazines.  In the
1990s there were over 400 wholesale distributors around the
country, now it's down to two -- Hudson News and TNG.  With Source
Interlink Distribution out, there is a newsstand hole of 32,500
(30 percent of the market share) retail locations.  Both remaining
wholesalers are reportedly looking to fill that demand, but some
reports speculate there could be a shortage on some newsstand
titles until the problem is resolved.

The report also noted that a class action lawsuit has been filed
against the parent company.  The suit alleges that the company
failed to pay the plaintiffs wages, salary, commissions, bonuses,
accrued holiday pay and accrued vacation for 60 working days
following termination -- a violation of the WARN Act.

Source Home Entertainment also made bad on some local municipal
arrangements, the report said.  The company was promised
$1 million in tax incentives in exchange for a job creation
program, where it's headquartered in Bonita Springs FL.  Also, the
Lee Country Florida government is looking to get back $250,000 in
incentives it gave the company to expand.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.

The Debtors are seeking joint administration of their Chapter 11
cases.


TEMPLAR ENERGY: S&P Retains 'B-' Loan Rating After $200MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' issue-level
rating and '5' recovery rating on Oklahoma City-based exploration
and production company Templar Energy LLC's second-lien term loan
are unchanged following the company's announcement that it will
increase the term loan by an incremental $200 million.  This
assumes that the borrowing base on its reserve-based credit
facility will remain unchanged at $375 million.  The '5' recovery
rating indicates S&P's expectation of modest (10% to 30%) recovery
in the event of a payment default.

The company will use the new proceeds to purchase a bolt-on
acquisition and pay down amounts outstanding under the reserve-
based credit facility.

Ratings List

Templar Energy LLC
Corporate credit rating             B/Stable/--

Ratings Unchanged
Templar Energy LLC
  Second-lien term loan              B-
   Recovery rating                   5


TEXAS INDUSTRIES: Moody's Says Ba1 CFR Still for Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service stated that Texas Industries, Inc.'s
("TXI") ratings remain under review for possible upgrade following
the confirmation of Martin Marietta Materials, Inc.'s ("Martin
Marietta") Corporate Family Rating at Ba1 and Martin Marietta's
announcement that it will redeem all of TXI's $650 million in
outstanding notes with proceeds from its proposed bond issuance.

Upon the consummation of the Martin Marietta and TXI merger, the
TXI notes will be upgraded to Ba1 with a stable outlook,
consistent with Martin Marietta's ratings. Moody's will withdraw
the TXI rating following the repayment of the TXI notes.

TXI manufactures cement, aggregates and ready-mixed concrete
primarily in Texas (80% of total revenues) and California (20%).
The company's products are used in public works, commercial,
industrial, institutional and residential construction sectors,
and energy markets. In the LTM period ending February 28, 2014,
TXI generated approximately $863 million in revenues.


THOMPSON CREEK: Announces Pricing Terms of Exchange Offer
---------------------------------------------------------
Thompson Creek Metals Company Inc. announced the pricing for its
offer to exchange any and all of its 6.50% Tangible Equity Units
for shares of its common stock.

Thompson Creek is offering to exchange 5.8458 shares of Common
Stock for each validly tendered and accepted TMEDS unit pursuant
to the Exchange Offer.  The number of shares of Common Stock to be
exchanged for each unit of TMEDS was fixed after 5:00 p.m., New
York City time, on June 20, 2014, on the basis of the pricing
formula set forth in the Offer to Exchange.  The Exchange Ratio is
equal to the sum of (i) 5.3879 shares of Common Stock plus (ii) a
number of shares of Common Stock equal to $1.25 divided by $2.73,
which is the five day arithmetic daily volume-weighted average
price of the Common Stock over the trading period beginning on
June 16, 2014, and ending on the Pricing Date.  Fractional shares
will not be issued in the Exchange Offer and holders will receive
the cash value of any fractional shares due to them, which cash
value will be the product of the fractional shares to be received
and $2.73.  The settlement date for the Exchange Offer is expected
to be June 25, 2014.

In addition to the Exchange Ratio, holders who participate in the
exchange offer will receive the accrued portion of the $0.406250
quarterly cash installment payment that has accrued from May 15,
2014, to the settlement date of the Exchange Offer and that is
payable in respect of the amortizing note component of each TMEDS
unit.  Such cash installment payment reflects both accrued
interest and the partial repayment of principal in respect of the
amortizing notes component of each TMEDS unit.

The Exchange Offer will expire at 11:59 p.m., New York City time,
on June 24, 2014, unless extended or earlier terminated by the
Company.  Holders may withdraw units of TMEDS that they tender at
any time before the Exchange Offer expires.  In addition, holders
may withdraw tendered units of TMEDS if the Company has not
accepted them for payment within 40 business days from the
commencement of the Exchange Offer.  The tender and withdrawal of
shares of TMEDS pursuant to the Exchange Offer held in
"street" name are subject to compliance with the appropriate
procedures of the automated tender offer program, or ATOP, of The
Depository Trust Company.

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


UNIVERSAL HEALTH: Fitch Hikes IDR to BB+, Alters Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Universal Health
Services, Inc. (NYSE: UHS) as follows:

   -- Issuer Default Rating (IDR) to 'BB+' from 'BB';
   -- Senior secured bank facility rating to 'BBB-' from 'BB+';
   -- Senior secured notes rating to 'BBB-' from 'BB+';
   -- Senior unsecured notes rating to 'BB' from 'BB-'.

The Rating Outlook has been revised to Stable from Positive.

The ratings apply to approximately $3.2 billion of debt
outstanding at March 31, 2014.

KEY RATING DRIVERS

   -- UHS has continued to demonstrate a commitment to debt
repayment, resulting in debt-to-EBITDA of 2.3x at March 31, 2014
compared to 4.9x (reported) at Dec. 31, 2010.  Fitch expects UHS
to operate with debt leverage between 2.25x and 3x over the
ratings horizon.

   -- Unlike many of its peers, UHS has not engaged in large-scale
acquisitions since its $3.1 billion purchase of PSI in 2010.
Fitch expects UHS to pursue moderate-sized, targeted acquisitions
over the ratings horizon.  The 'BB+' ratings provide ample
flexibility for UHS to incur additional debt to participate in the
ongoing consolidation of the U.S. healthcare provider space.

   -- Cash flows are strengthening on a stabilizing acute care
business, better margins due to lower uncompensated care, and
growing behavioral health operations.  Fitch anticipates that UHS
will generate solid free cash flow (FCF) of $550 million-$700
million in 2014-2015, compared to $477 million for the latest 12
month (LTM) period ended March 31, 2014.

   -- UHS behavioral health business accounts for more than half
of UHS overall revenues, providing business and revenue
diversification as well as improved financial stability and
profitability.  Good organic growth in the mid-single digits,
driven by mental health parity rules and UHS' capacity growth
initiatives, and moderate margin improvement are expected over the
ratings horizon.

   -- UHS' same-hospital admissions were flat in 2013, better than
the 2% and 2.2% declines in 2012 and 2011, respectively, and
stronger than many of its for-profit peers.  Fitch expects
moderately negative to possibly flat acute care inpatient
admissions growth to be indicative of stable markets for the
foreseeable future.  Pricing metrics continue to remain stable as
lingering unfavorable payor mix has been offset by relatively
strong commercial reimbursement rate increases.

   -- Fitch views the Affordable Care Act (ACA) as a net positive
for UHS and its hospital operator peers.  Net revenue growth from
declining uncompensated care, on a fairly constant cost base, will
drive an increase in absolute profits during 2014-2015.  Fitch
thinks it is likely, however, that profit gains will begin to
erode in later years due to an overall constrained healthcare
reimbursement environment.

RATING SENSITIVITIES

Maintenance of a 'BB+' IDR will require a continued demonstrated
commitment to operating with debt leverage below 3x, with FCF-to-
adjusted debt of 8% or higher.  Fitch notes that UHS' has good
flexibility at the current 'BB+' ratings to consummate debt-funded
M&A, especially as it supports longer-term growth in light of
prevailing trends in healthcare (i.e. integrated care delivery,
physician employment, outpatient service line expansion, etc.).

A downgrade of UHS' IDR to 'BB' could result from pressured
margins and cash flows - or a large, leveraging transaction - that
results in debt leverage expected to be sustained above 3x and/or
FCF-to-gross adjusted debt below 8%.  Margin and cash flow
pressures of this magnitude are not likely occur abruptly, but
could materialize due to severe pricing pressures or unfavorable
large-scale reform of Medicare and/or Medicaid programs.  Fitch
thinks the availability of single M&A transactions that could
drive a downgrade is limited.

An upgrade of UHS' IDR to 'BBB-' is unlikely in the near-to-
intermediate term, as Fitch views the risks around reimbursement
and other regulatory factors associated with healthcare providers
in the U.S. - and UHS' reliance on government payers - as material
going forward.  Furthermore, UHS' current ratings and credit
metrics provide the firm with flexibility to participate in the
consolidation of the healthcare provider space, which Fitch
expects to continue through the intermediate term.

DILIGENT DEBT REPAYMENT, MEASURED M&A STRATEGY CONTRASTS WITH
PEERS

Most large acute care hospital operators have been active
acquirers and aggressive in recruiting physicians and expanding
outpatient service line offerings over the last few years.  UHS
has instead directed the majority of its FCF toward debt
repayment.  Debt-to-EBITDA has declined to 2.3x at March 31, 2014
from nearly 5x (reported) at year-end 2010.

Each of UHS' acquisitions over the past four years has been of
behavioral health targets, including the $500 million acquisition
of Ascend Health Corporation in October 2012.  Going forward, most
targets are likely to be small, with purchase prices of less than
$100 million.  Fitch does not expect UHS to engage another
transformational deal - like the 2010 PSI acquisition - over the
ratings horizon, partly because deals of that nature are largely
unavailable.

STRENGTHENING CASH FLOWS, CAPITAL DEPLOYMENT STRATEGY SOMEWHAT
UNCERTAIN

Fitch forecasts FCF of more than $550 million in 2014, compared to
$456 million in 2013, primarily due to higher net revenues from
lower bad debts on a fairly constant cost base.  Fitch does not
expect UHS to direct cash flows toward material accelerated debt
repayment going forward, as the firm has achieved its de-
leveraging target following the 2010 PSI acquisition.
Furthermore, management has commented recently that UHS' current
leverage is at the low end of its preferred range.

UHS could become more aggressive in pursuing acquisition targets,
particularly in the acute care space, as Fitch expects the
pipeline of mid-sized single hospitals and smaller urban hospital
networks coming up for sale will remain robust for at least the
next few years.  Furthermore, management has commented recently
that purchase multiples seem to be moderating for possible
targets.  A resumption of share repurchases, which UHS has nearly
eliminated from its capital deployment strategy over the last four
years, is also possible.

ACA TO DRIVE BETTER PROFITABILITY

UHS is among the best-positioned for-profit hospital operators to
benefit from lower bad debts in 2014 due to its presence in states
expanding their Medicaid programs, including Nevada and
California.  Fitch thinks the coverage expansion provisions of the
ACA could drive EBITDA margin expansion in UHS' acute care
business by 150 bps or more from 2013 to 2015.  Importantly,
margin gains achieved in 2014-2015 are expected to slowly erode in
the years that follow, due to an overall constrained reimbursement
environment and the expectation for inpatient volumes to be flat
or slightly down for the foreseeable future.

PERSISTENT ACUTE CARE VOLUME PRESSURES TO CONTINUE

Fitch thinks secular shifts in the setting of care delivery -
toward lower-cost, often outpatient settings - and evolving
components of especially government reimbursement (i.e.
readmissions penalties and patient criteria) are increasingly to
blame for weak same store admissions figures among acute care
hospitals nationwide.  Persistently weak economic growth and high
unemployment in many markets are also pressuring both volumes and
profitability, albeit now in a less pronounced manner.

Fitch continues to believe that mid-2013 was an inflection point
at which admissions in UHS' core markets began to show signs of
stabilization, though admission figures were fairly weak in 4Q'13
and 1Q'14.  The ACA is not expected to meaningfully add to
inpatient volumes in the near term, and overarching trends related
to healthcare reform are likely to continue gradually shifting
volumes to outpatient settings.  As a result, moderately negative
to possibly flat inpatient volumes are expected to be indicative
of stable markets for UHS and its peers for the foreseeable
future.

Commercial pricing remains strong and has largely offset the
effects of Medicare sequestration and weak volumes.  UHS has
reported annual commercial rate increases of 6%-7%.  It is
possible that commercial insurers may apply more reimbursement
pressure to acute care operators given the reduction in bad debts
expected to result from the implementation of the ACA in 2014-
2015.  Government reimbursement will continue to be constrained as
public payers continue to seek to moderate healthcare spending.

Fitch expects good behavioral volume growth over the ratings
horizon in light of mental health parity rules, a possible
bottoming of length of stay pressures, and UHS' capacity expansion
initiatives.  Notably, expanded Medicaid programs are not likely
to bolster behavioral health volumes due to the Medicaid
Institutes for Mental Diseases (IMD) exclusion.  The elimination
of this exclusion could drive greater growth opportunities vis-a-
vis the ACA for UHS' behavioral health business over the
intermediate term.

MOST DEBT MATURES IN 2016, LIQUIDITY IS AMPLE

Available liquidity is sufficient.  Though UHS does not usually
carry large amounts of cash ($16 million at March 31, 2014), it
maintains an $800 million revolver, of which $743 million was
available at March 31, 2014.  UHS also maintains a $275 million
A/R facility, of which $115 million was available at March 31,
2014.

Debt maturities are manageable for the firm, though the bulk of
the outstanding term loans are due in August 2016 (2016 maturities
represent 86% of total debt.) Fitch expects UHS will have adequate
access to capital as it seeks to refinance its credit facilities
in advance of this date.  Debt maturities are estimated as
follows: remainder of 2014: $56 million; 2015: $123 million; 2016:
$2.77 billion; 2018: $250 million.

NOTCHING SCHEME

The secured debt rating remains one notch above the IDR,
illustrating Fitch's expectation for superior recovery prospects
in the event of default.  Furthermore, Fitch believes UHS has good
financial flexibility at the 'BB+' IDR, supporting the one notch
differential.

The unsecured notes are rated one notch below the IDR to reflect
the substantial amount of secured debt to which they are
subordinated.  More than 90% of UHS' outstanding debt at March 31,
2014 was secured, reducing the potential recoveries for unsecured
creditors.


VERISK ANALYTICS: Moody's Withdraws B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Verisk Analytics, Inc.'s senior
unsecured rating to Baa3, from Ba1. Moody's also withdrew the Ba1
CFR, Ba1-PD Probability of Default Rating (PDR), and
SGL-1 Speculative Grade Liquidity Ratings. The rating outlook is
stable.

Upgrades:

Senior Unsecured Regular Bond/Debentures maturing 2019, 2021, and
2022: Upgraded to Baa3 from Ba1

Outlook Actions:

Outlook, Remains Stable

Withdrawals:

Probability of Default Rating, Withdrawn , previously rated Ba1-PD

Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-1

Corporate Family Rating, Withdrawn, previously rated Ba1

Ratings Rationale

The upgrade reflects Moody's expectation that Verisk will continue
to generate the consistent, strong, 45+% EBITDA-margin
profitability that the company enjoys as a result of its unique
position as a leading provider of actuarial and underwriting data
for the U.S. Property & Casualty industry. Its competitive
position is strengthened by broad and deep databases on insurance
premiums and claims amassed over four decades of operations that
now serve all of the top one hundred P&C insurance providers.

While Verisk's $1.8 billion revenue base is still small relative
to medians for corporate investment-grade issuers, the company,
which Moody's expects will generate annual free cash flow of more
than $400 million over the next two years, punches above its
weight in terms of profitability and its capacity to delever.
Moody's believes high-single- to low-double-digit top line growth
will continue to be realized through a combination of steady
organic growth and prudent, medium-sized acquisitions that
complement the company's risk-analytics capabilities. While
acquisitions may cause leverage to spike temporarily, Verisk's
cash generating capability should enable the company to delever
and readily meet its publicly stated debt-to-EBITDA leverage
target of 2.0 times.

Though Verisk has undertaken significant share repurchases and
acquisitions, these activities have been completed in the context
of moderate financial policies. During the past four years, the
cumulative, $2.4 billion of cash spent on acquisitions and share
repurchases has exceeded free cash flow by nearly $1.0 billion.
During the period debt has, consequently, risen. However, the
ongoing increases in absolute levels of EBITDA have kept leverage
slightly above or below 2.0 times for many years. The company does
not typically maintain large cash balances, but relies instead on
a large, $975 million revolver, and a subscription-based revenue
model in which clients prepay the company (causing working capital
to run negative) to support its solid liquidity.

The stable rating outlook reflects Moody's expectation that Verisk
will grow revenue and EBITDA at a pace considerably faster than
Moody's base-case scenario of low single-digit GDP growth in the
U.S. Moody's believe Verisk will, as a result, continue to
generate healthy free cash flows from its recurring subscription
fees and increasingly diversified solutions offerings. Moody's
also base Moody's stable outlook on the expectation of balanced
financial policies with respect to financial leverage and share
purchases, given recent acquisitions and the potential for other,
smaller ones over the intermediate term.

While an upgrade is unlikely in the near term, Moody's would
consider one if Verisk continues to build scale and product
diversity, demonstrates continued strong organic revenue and
EBITDA growth, and maintains conservative financial policies,
including keeping leverage below 2.0 times.

Verisk's rating could experience downward rating pressure if total
revenue and EBITDA were to decrease significantly or its adjusted
debt to EBITDA leverage ratio were to exceed 2.5 times on a
sustained basis.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


WCI COMMUNITIES: Moody's Assigns B3 Rating on $50MM Add-on Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to WCI Communities,
Inc.'s proposed $50 million add-on senior unsecured notes due
2021. At the same time, Moody's affirmed the company's B3
corporate family rating, B3-PD probability of default rating, B3
rating on the existing $200 million 6.875% senior unsecured notes
due 2021, and an SGL-2 speculative grade liquidity rating. The
rating outlook is stable.

The proceeds from $50 million add-on senior unsecured notes will
be used for general corporate purposes, including land acquisition
and development and home construction. The proposed transaction
results in the company's homebuilding debt to capitalization ratio
(inclusive of Moody's standard adjustment for operating leases)
rising from 35.7% at March 31, 2014 to pro forma 40.4%. This level
of leverage is healthy for the B3 rating category, which is
reflected in the ratings affirmations. The ratings also
incorporate the improvement in WCI's credit metrics achieved over
the last year through solid growth in revenues and earnings and
the reversal of the deferred tax asset valuation allowance, as
well as Moody's expectations for continued improvement going
forward.

The following rating actions were taken:

  $50 million add-on senior unsecured notes due 2021, assigned
  B3, LGD4;

  Corporate family rating, affirmed at B3;

  Probability of default rating, affirmed at B3-PD;

  $200 million 6.875% senior unsecured notes due 2021, affirmed
  at B3, LGD4;

  Speculative grade liquidity rating, affirmed at SGL-2;

  Stable outlook.

Ratings Rationale

The B3 corporate family rating reflects WCI's small size and scale
compared to its nationally diversified public peers who are able
to benefit from higher operating efficiencies and purchasing
economies of scale. The rating is also constrained by the
company's 100% concentration in the Florida markets, and limited
time in its current post-bankruptcy configuration.

At the same time, the company's small size and limited diversity
are to a degree mitigated by its Amenities business, the
significant amount of revenue generated by the high price point
product within its master planned communities, and healthy gross
margins of 20%-22% company-wide and about 30% in its homebuilding
operations alone, though they are expected to weaken slightly as
the company works through its legacy inventory. The rating is also
supported by WCI's modest pro forma financial leverage of 40% and
Moody's expectation that it will trend down as a result of
positive earnings generation, by a healthy equity balance post the
IPO in 2013, good positions in Florida's established markets with
attractive growth prospects, modest speculative home building
percentage, and a long land supply, obviating the immediate need
to invest in land.

The B3 rating on senior unsecured notes, which is in line with the
corporate family rating, reflects the preponderance of unsecured
debt in the capital structure.

WCI's good liquidity position is reflected in its SGL-2
speculative grade liquidity rating. Liquidity is supported by the
company's cash balance of $245 million pro forma for the $50
million add-on senior unsecured note offering, full availability
under its $75 million senior unsecured revolving credit facility
due 2017, and lack of note maturities until 2021. Liquidity is
constrained by negative cash flow from operations as the company
invests in land and by the need to maintain compliance with the
credit agreement covenants, including leverage and interest
coverage ratios, minimum liquidity and minimum tangible net worth.

The stable outlook reflects Moody's expectation that continued
positive trends in the homebuilding industry as well as WCI's
solid positions in its Florida markets will result in improving
credit metrics.

The rating would be considered for an upgrade if the company
significantly expands its size and scale, increases geographic
diversity, keeps gross margins above 20%, and maintains a
conservative approach to financial leverage and sufficient
liquidity.

The rating would experience downward pressure if the company
engages in aggressive land expenditures that would impair
liquidity, experiences sharp profitability declines, or drives
debt leverage above 60%.

The principal methodology used in this rating was the Global
Homebuilding Industry published in March 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.

WCI Communities, Inc., headquartered in Bonita Springs, is a
Florida-based homebuilder and a developer of master planned
communities. The company focuses on move-up, second home and
active adult buyers, and operates three business segments,
including Homebuilding, Real Estate Services (brokerage and title
services), and Amenities within its communities. In 2013, the
company's average home selling prices reached $433,000. In the
last twelve months ending March 31, 2014, WCI generated $337
million in revenues.


ZOGENIX INC: Presented at JMP Securities Healthcare Conference
--------------------------------------------------------------
Ann Rhoads, chief financial officer of Zogenix, Inc., attended the
JMP Securities Healthcare Conference in New York, on June 24,
2014.  The slides used at the presentation is available for free:

                        http://is.gd/1vbrYS

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.  The Company's balance
sheet at March 31, 2014, showed $99.98 million in total assets,
$97.56 million in total assets, $2.41 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* Debtor Can 'Strip Off' Mortgages In Ch. 20, 11th Circ. Says
-------------------------------------------------------------
Law360 reported that the Eleventh Circuit ruled that a debtor can
lawfully "strip off" an unsecured junior mortgage in a so-called
Chapter 20 bankruptcy case, affirming a bankruptcy court's order
extinguishing Wells Fargo Bank NA's second and third mortgage
liens on a debtor's principal residence.

According to the report, the three-judge appeals panel affirmed a
bankruptcy court's 2012 order erasing the bank's mortgage liens
upon completion of defendant Tahisia L. Scantling's payments under
her confirmed Chapter 13 plan.  The report related that a debtor
in Chapter 20, a colloquialism used to describe someone who files
for Chapter 13 after completing a Chapter 7 bankruptcy, may strip
off a wholly unsecured mortgage on a principal residence under 11
U.S.C. Sections 506 and 1322(b) of the Bankruptcy Code, the judges
found.

The case is Wells Fargo Bank NA v. Tahisia L. Scantling, case
number 13-10558, in the U.S. Court of Appeals for the Eleventh
Circuit.


* SunTrust Settles with Justice Dept. over Mortgages
----------------------------------------------------
Michael Corkery and Jessica Silver-Greenberg, writing for The New
York Times' DealBook, reported that the U.S. Department of Justice
reached an agreement with SunTrust Banks over questionable
mortgage practices.  The size of the SunTrust settlement is $968
million, although DealBook said the settlement pales next to the
multibillion-dollar pacts that the government has signed -- or is
seeking to sign -- with the nation's largest banks.


* Investors Punish Pair of For-Profit Educators
-----------------------------------------------
Chris Nolter, writing for The Deal, reported that shares of for-
profit educators Education Management Corp. and Corinthian
Colleges Inc. received stern treatment on June 24 as investors
continued to digest recent deals with lenders and regulators.

According to The Deal, Education Management stock declined 15
cents, or 8%, to $1.73, a day after it announced an agreement with
lenders that would waive default from potential violations of
covenants until Sept. 15, 2014.  Meanwhile, Corinthian Colleges
fell 5 cents, or 11.5%, to 35 cents a day after it outlined a deal
with the government that would provide it with $16 million in cash
but would require sales or closures of school, the report related.
Corinthian rose 21% on June 23 on news of the deal, but is still
less than half the 85 cents per share it traded at June 18, before
the company disclosed the issues with government funding, the
report noted.

As previously reported by The Troubled Company Reporter, The Wall
Street Journal reported that Corinthian Colleges warned that it
may have to shut down after the Obama administration moved to
restrict the company's access to federal funding.  The Journal
said Corinthian Colleges and its for-profit rivals, which enroll
about 13% of the nation's higher-education students, are drawing
greater scrutiny from regulators over concerns about their
marketing, dropout rates and loan defaults among their students.

The TCR, on May 13, 2014, reported that Standard & Poor's Ratings
Services lowered its corporate credit rating on Pittsburgh-based
for-profit post-secondary school operator Education Management LLC
(EDMC) to 'CCC-' from 'CCC+'.  The rating outlook is negative.


* Many Displaced by Superstorm Sandy Still Wait for Housing Help
----------------------------------------------------------------
Laura Kusisto and Josh Dawsey, writing for The Wall Street
Journal, reported that 17 months after Congress authorized up to
$16 billion to fix homes wrecked by superstorm Sandy, tens of
thousands of people still are living in damaged houses or paying
rent on top of a mortgage as they wait for rebuilding help.

According to the report, about 15,000 New York City residents are
seeking aid, but city officials say only 352 have so far received
a check or city-provided home construction.  In New Jersey, 2,032
homes are being built or repaired, for more than 11,500 homeowners
deemed eligible for rebuilding help, the Journal said, citing the
state department of community affairs.


* Matt Burnstein Elected Chairman at Waller
-------------------------------------------
Waller, a law firm serving the healthcare, financial services,
retail and hospitality industries, on June 24 disclosed that
Matthew R. Burnstein has been elected chairman of the firm.
Effective August 1, 2014, Mr. Burnstein will succeed John Tishler,
who will assume the role of Chairman Emeritus and resume his
bankruptcy and restructuring practice at Waller.

"I am honored to have my partners' confidence and trust, and I
look forward to working with them to serve the firm's clients,"
Mr. Burnstein said.  "Waller has grown significantly under John's
leadership, and we will be fortunate to have his continuing
assistance as we implement our new five-year strategic plan."

Waller also disclosed that David Lemke has been named to lead the
firm's Financial Services industry team and Marcus Crider will
lead the firm's Retail and Hospitality team.  Ken Marlow was
appointed chair of Waller's healthcare department in September
2013.

Mr. Burnstein has spent his entire legal career at Waller.  He
joined the firm in 1997 after graduating Order of the Coif from
Vanderbilt University Law School and serving as law clerk to Chief
U.S. District Judge Charles R. Simpson III in the United States
District Court for the Western District of Kentucky.  He earned a
B.A., magna cum laude, in 1993 from Vanderbilt University.
Mr. Burnstein's legal practice focuses on corporate transactions,
primarily in the healthcare industry.  He also represents private
equity and venture capital funds.  He is recognized in Chambers
USA and Best Lawyers for his corporate and M&A experience.
Burnstein served on Waller's Board of Directors from 2006 to 2012.

"It has been a privilege to lead Waller over the last six years,"
Mr. Tishler said.  "I'm proud of what we've accomplished for our
clients and how we've strengthened the firm.  Matt will be a
tremendous asset in his new role, and I'm excited to get back to
the full-time practice of law."

Mr. Tishler was elected Waller's chairman in January 2008.  During
his tenure, Waller opened new offices in Austin and Memphis and
enhanced its position as one of the nation's largest and most
respected firms for healthcare law.  Mr. Tishler represents
lenders and creditors in bankruptcy and corporate restructuring
matters, including the largest creditors in the Service
Merchandise and K-Mart bankruptcies.  He is a past president of
the Tennessee Chapter of the Turnaround Management Association and
he is recognized in Best Lawyers in the categories of Bankruptcy
and Creditor Debtor Rights / Insolvency and Reorganization Law and
Bankruptcy Litigation.  Mr. Tishler currently serves as the
chairman of the Board of Trustees of Franklin Road Academy and on
the Board of Directors of the United Way of Metropolitan
Nashville.

                          About Waller

With approximately 200 attorneys in Nashville, Tenn., Birmingham,
Ala., Austin, Tex., and Memphis, Tenn., Waller --
http://www.wallerlaw.com-- helps clients navigate a diverse range
of complex transactional, regulatory and litigation issues across
myriad industries.


* KCC's Albert Kass Bags M&A's 5th Annual 40 Under 40 Award
-----------------------------------------------------------
Albert Kass, KCC's EVP of Corporate Restructuring Services, has
been announced by The M&A Advisor as a winner of the 5th Annual 40
Under 40 Recognition Awards.  On June 24, the organization will
host a black tie Awards Gala at the Roosevelt Hotel in Manhattan
to introduce the award winners to the business community and
celebrate their achievements.

M&A Advisors initiated this annual award to recognize emerging
M&A, financing and turnaround professionals for their
contributions to the corporate restructuring industry.  Winners
were selected from a pool of prominent nominees by an independent
judging panel of distinguished business leaders.

"Under Albert's leadership, his team brought to market an
innovative eServices platform and continues to develop new
advancements that provide clients with time and cost
efficiencies," remarked Bryan Butvick, President of KCC.  "As a
result of Albert's efforts, KCC remains at the forefront of the
bankruptcy administration market."

As a former Kirkland & Ellis LLP restructuring attorney, Mr. Kass
oversees both the business development and consulting groups for
KCC's corporate restructuring business.  During his tenure at KCC,
Albert has been able to improve clients' experience through
innovation including developing a court-approved Electronic Proof
of Claims (ePOC) platform and an opt-in eNoticing platform
allowing creditors to receive required court notices and documents
digitally to any device.

                            About KCC

KCC -- http://www.kccllc.com-- is a Computershare company.  The
firm provides administrative-support services that help legal
professionals realize time and cost efficiencies.  With an
integrated suite of corporate restructuring, class action and
legal document management solutions, KCC alleviates the
administrative challenges of today's legal processes and
procedures.  KCC has gained client and industry recognition for
its industry expertise, professional-level client service and
proprietary technologies.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re 3829 Marsh Bluff Drive Land Trust
   Bankr. M.D. Fla. Case No. 14-02766
     Chapter 11 Petition filed June 5, 2014
         Filed Pro Se

In re CAM Trucking, LLC
   Bankr. D. Ariz. Case No. 14-09404
     Chapter 11 Petition filed June 18, 2014
         See http://bankrupt.com/misc/azb14-09404.pdf
         represented by: Richard Drake, Esq.
                         BARSKI DRAKE, PLC
                         E-mail: rdrake@bdlawyers.com

In re Frank Joseph Redmond
   Bankr. C.D. Cal. Case No. 14-17941
      Chapter 11 Petition filed June 18, 2014

In re Syed Ali Raza and Iram Hussain Raza
   Bankr. S.D. Fla. Case No. 14-23919
      Chapter 11 Petition filed June 18, 2014

In re Sun Air Windows of Florida, Inc.
   Bankr. S.D. Fla. Case No. 14-24020
     Chapter 11 Petition filed June 18, 2014
         See http://bankrupt.com/misc/flsb14-24020.pdf
         represented by: Richard R Robles, Esq.
                         LAW OFFICES OF RICHARD R. ROBLES, P.A.
                         E-mail: rrobles@roblespa.com

In re Donald Lawrence Wolf, Sr.
   Bankr. N.D. Ill. Case No. 14-81919
      Chapter 11 Petition filed June 18, 2014

In re Action Real Estate Services, LLC
        dba ReMax Action
   Bankr. D. Kans. Case No. 14-40692
     Chapter 11 Petition filed June 18, 2014
         See http://bankrupt.com/misc/ksb14-40692.pdf
         represented by: William E. Pray, Esq.
                         E-mail: weprayatty@kc.rr.com

In re 619 N. Calhoun Street, LLC
   Bankr. D. Md. Case No. 14-19842
     Chapter 11 Petition filed June 18, 2014
         See http://bankrupt.com/misc/mdb14-19842.pdf
         represented by: Morgan William Fisher, Esq.
                         LAW OFFICES OF MORGAN FISHER, LLC
                         E-mail: bk@morganfisherlaw.com

In re Vincenzo Carollo and Serafina Carollo
   Bankr. D.N.J. Case No. 14-22572
      Chapter 11 Petition filed June 18, 2014

In re ENY Properties, LLC
   Bankr. E.D.N.Y. Case No. 14-43102
     Chapter 11 Petition filed June 18, 2014
         See http://bankrupt.com/misc/nyeb14-43102.pdf
         Filed Pro Se

In re Delaware Holding Trust
   Bankr. S.D.N.Y. Case No. 14-36246
     Chapter 11 Petition filed June 18, 2014
         Filed Pro Se

In re Raul Palacios Velez
   Bankr. D.P.R. Case No. 14-04976
      Chapter 11 Petition filed June 18, 2014

In re Joseph Bruce Eatherly
   Bankr. E.D. Tenn. Case No. 14-31954
      Chapter 11 Petition filed June 18, 2014

In re 3939 Tanbark Road, LLC
   Bankr. E.D. Va. Case No. 14-12295
     Chapter 11 Petition filed June 18, 2014
         See http://bankrupt.com/misc/vaeb14-12295.pdf
         represented by: Nathan A. Fisher, Esq.
                         E-mail: Fbarsad@cs.com

In re James W. Atwell
   Bankr. S.D. Cal. Case No. 14-04861
      Chapter 11 Petition filed June 19, 2014

In re The Wojo Corp.
   Bankr. S.D. Fla. Case No. 14-24039
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/flsb14-24039.pdf
         represented by: Brian K. McMahon, Esq.
                         E-mail: briankmcmahon@gmail.com

In re Bottling Plant of Miami LLC
   Bankr. S.D. Fla. Case No. 14-24044
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/flsb14-24044.pdf
         Filed Pro Se

In re El Ranchito Michoacano, Inc.
        dba El Ranchito Michoacano Restaurant
   Bankr. N.D. Ill. Case No. 14-22821
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/ilnb14-22821.pdf
         represented by: Valentin T. Narvaez, Esq.
                         CONSUMER LAW GROUP, LLC
                         E-mail: valentinnarvaez@gmail.com

In re Bomhack Properties, LLC - 851 Bode Series
   Bankr. N.D. Ill. Case No. 14-22932
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/ilnb14-22932.pdf
         represented by: Paul M. Bach, Esq.
                         SULAIMAN LAW GROUP, LTD.
                         E-mail: ecfbach@gmail.com

In re SoccerBarKC, LLC
        dba Futbol Club
   Bankr. D. Kans. Case No. 14-21462
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/ksb14-21462.pdf
         represented by: Colin N. Gotham, Esq.
                         EVANS & MULLINIX, P.A.
                         E-mail: Cgotham@emlawkc.com

In re Lindvall Properties, LLC
   Bankr. D. Maine Case No. 14-20474
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/meb14-20474.pdf
         represented by: D. Sam Anderson, Esq.
                         BERNSTEIN SHUR SAWYER & NELSON
                         E-mail: sanderson@bernsteinshur.com

In re Enrique Olivares and Irma Olivares
   Bankr. D. Nev. Case No. 14-14264
      Chapter 11 Petition filed June 19, 2014

In re Christopher W. Eckler
   Bankr. D. N.H. Case No. 14-11262
      Chapter 11 Petition filed June 19, 2014

In re WAV Realty Holdings, Inc.
   Bankr. E.D.N.Y. Case No. 14-72843
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/nyeb14-72843.pdf
         represented by: Richard S. Feinsilver, Esq.
                         E-mail: feinlawny@yahoo.com

In re Vega Star Realty, Inc.
        aka T/A ClinMott Cafe
   Bankr. D.N.J. Case No. 14-22662
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/njb14-22662.pdf
         represented by: Warren L. Peterson, Esq.
                         PETERSON & BOOK
                         E-mail: petersonbooklaw@optonline.net

In re Maurice V. Horton, Jr. and Allison B. Horton
   Bankr. E.D.N.C. Case No. 14-03556
      Chapter 11 Petition filed June 19, 2014

In re Brinks Tour and Charter, LLC
   Bankr. W.D. Pa. Case No. 14-10714
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/pawb14-10714.pdf
         represented by: Lawrence C. Bolla, Esq.
                         QUINN BUSECK LEEMHUIS TOOHEY & KROTO INC.
                         E-mail: lbolla@quinnfirm.com

In re Clinica Quiropractica de Ponce, Inc.
   Bankr. D.P.R. Case No. 14-05018
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/prb14-05018.pdf
         represented by: Paul James Hammer, Esq.
                         ESTRELLA, LLC
                         E-mail: phammer@welo.net

In re Eric Acquisitions, LLC
   Bankr. W.D. Pa. Case No. 14-10715
     Chapter 11 Petition filed June 19, 2014
         See http://bankrupt.com/misc/pawb14-10715.pdf
         represented by: Stephen H. Hutzelman, Esq.
                       SHAPIRA HUTZELMAN BERLIN ELY SMITH, ET AL.
                         E-mail: shutzelman@shapiralaw.com

In re Laurin P. Eck and Darla Rae Eck
   Bankr. E.D. Va. Case No. 14-12301
      Chapter 11 Petition filed June 19, 2014

In re Hernan Abelardo Chalco
   Bankr. C.D. Cal. Case No. 14-13064
      Chapter 11 Petition filed June 20, 2014

In re B.J. Enterprises Inc.
   Bankr. D. D.C. Case No. 14-00361
     Chapter 11 Petition filed June 20, 2014
         See http://bankrupt.com/misc/dcb14-00361.pdf
         Filed Pro Se

In re Candlelight Kitchen Designs Inc.
   Bankr. M.D. Fla. Case No. 14-07194
     Chapter 11 Petition filed June 20, 2014
         See http://bankrupt.com/misc/flmb14-07194.pdf
         Filed Pro Se

In re Chauncey L. Conner D.D.S., LLC
   Bankr. N.D. Ga. Case No. 14-62039
     Chapter 11 Petition filed June 20, 2014
         See http://bankrupt.com/misc/ganb14-62039.pdf
         represented by: Howard D. Rothbloom, Esq.
                         THE ROTHBLOOM LAW FIRM
                         E-mail: howard@rothbloom.com

In re Chauncey Lloyd Conner and Lateefah Bahar Conner
   Bankr. N.D. Ga. Case No. 14-62042
      Chapter 11 Petition filed June 20, 2014

In re York Industrial Center, Inc.
   Bankr. N.D. Ill. Case No. 14-22995
     Chapter 11 Petition filed June 20, 2014
         See http://bankrupt.com/misc/ilnb14-22995.pdf
         represented by: Lester A. Ottenheimer, III, Esq.
                         OTTENHEIMER LAW GROUP, LLC
                         E-mail: lottenheimer@olawgroup.com

In re B Xpress-Elysian Fields, LLC
   Bankr. E.D. La. Case No. 14-11595
     Chapter 11 Petition filed June 20, 2014
         See http://bankrupt.com/misc/laeb14-11595.pdf
         represented by: Jan Marie Hayden, Esq.
                         BAKER DONELSON
                         E-mail: jhayden@bakerdonelson.com

In re Alberta Inc.
        Chicken Box Cafeteria and Market
   Bankr. E.D. La. Case No. 14-11596
     Chapter 11 Petition filed June 20, 2014
         See http://bankrupt.com/misc/laeb14-11596.pdf
         represented by: Jan Marie Hayden, Esq.
                         BAKER DONELSON
                         E-mail: jhayden@bakerdonelson.com

In re Dale Rowe, Jr. and Katherine Hare Rowe
   Bankr. W.D. La. Case No. 14-80642
      Chapter 11 Petition filed June 20, 2014

In re Abbington Partners, LLC
   Bankr. M.D.N.C. Case No. 14-80681
     Chapter 11 Petition filed June 20, 2014
         See http://bankrupt.com/misc/ncmb14-80681.pdf
         Filed Pro Se

In re K & L WA, LLC
        dba The Scarlet Tree
   Bankr. W.D. Wash. Case No. 14-14814
     Chapter 11 Petition filed June 22, 2014
         See http://bankrupt.com/misc/wawb14-14814.pdf
         represented by: Jacob D. DeGraaff, Esq.
                         HENRY DEGRAAFF & MCCORMICK PS
                         E-mail: mainline@hdm-legal.com



                             *********

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.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

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 the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

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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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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