TCR_Public/140701.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 1, 2014, Vol. 18, No. 181

                            Headlines

148 WEST: Judge Denies Request for Compliance With SBC-Morton Deal
148 WEST: Oct. 7 Deadline for Government Agencies to File Claims
148 WEST: Gets Approval to Hire Alter & Brescia as Legal Counsel
ACG CREDIT: SageCrest Wants Stay Lifted for Trial to Proceed
ADAMIS PHARMACEUTICALS: Incurs $8.1 Million in Fiscal 2014

ADAYANA INC: Asks Court to Dismiss Chapter 11 Cases
ALCOA INC: Fitch Retains IDRs Over Firth Rixson Deal
ALCOA INC: Firth Rixson Deal No Impact on Moody's 'Ba1' CFR
ALHAMBRA RESOURCES: Prepares to File 2013 Financial Statements
ALISAL WATER: Fitch Affirms 'BB-' Issuer Default Rating

AURORA DIAGNOSTICS: S&P Cuts CCR to 'CCC'; Outlook Still Negative
AUXILIUM PHARMACEUTICALS: QLT Merger No Impact on Moody's B3 CFR
B&B ALEXANDRIA: Case Summary & Largest Unsecured Creditor
BAPTIST HOME: Pepper Hamilton Approved as Committee Counsel
BAPTIST HOME: Wins Approval to Hire Cozen as Bankr. Counsel

BAPTIST HOME: U.S. Trustee Appoints Creditors' Committee
BI-LO LLC: S&P Assigns 'BB-' Rating on $900MM Sr. Sec. Facility
BLUESTONE RESOURCES: In Default of $130,000 Loan
BROADBAND SPECIALISTS: Voluntary Chapter 11 Case Summary
BRUSH CREEK AIRPORT: U.S. Trustee Unable to Appoint Committee

BUFFALO LODGE: Case Summary & 4 Largest Unsecured Creditors
CDRH PARENT: Moody's Cuts 1st Lien Debt Rating to 'B2'
CHRYSLER GROUP: Expands Recall Tied to Ignition Switch Issues
CITIZENS DEVELOPMENT: Officially Exited Bankruptcy March 24
CITYCENTER HOLDINGS: Moody's Hikes Corporate Family Rating to B2

CLEAR CHANNEL: Scott Hamilton Inks Employment Agreement with Unit
CONCORD CAMERA: Board OKs $0.02 Apiece Shareholder Distribution
CORINTHIAN COLLEGES: To Sell Heald Campuses
CRESTWOOD MIDSTREAM: S&P Assigns 'B' Rating on Class A Units
DANIELS CAPITAL: Case Summary & 20 Largest Unsecured Creditors

DOT RESOURCES: Prepares to File 2013 Annual Financial Statements
ELBIT IMAGING: Plaza Plans to Raise EUR20MM From Rights Offering
ELIZABETH ARDEN: Buyer Withdrawal No Impact on Moody's Ba3 Rating
ENERGY CORP: Moody's Affirms 'B3' Corporate Family Rating
ENERGY FUTURE: $1.9 Billion Loan Draws Competition, Opposition

FALCON STEEL: Case Summary & 20 Largest Unsecured Creditors
FANNIE MAE & FREDDIE MAC: First-Year Litigation Update
FIRST AMERICAN PAYMENT: Moody's Hikes 1st Lien Debt Rating to Ba3
FRANKLIN PIERCE: Moody's Cuts Rating on 1998/2004 Bonds to Caa3
GENERAL MOTORS: Unveils Recall Compensation Plan

GENERAL MOTORS: To Recall 8.45-Mil. More Vehicles in North America
GOLDEN STATE MALL: Banquet Hall Deposit Claimants to Get In Line
GRANITE BROADCASTING: S&P Affirms B CCR & Rates Term Loan BB-
HAYDEL PROPERTIES: Default Cues BancorpSouth Bank to Foreclose
HELEN KELLER: Moody's Lowers Rating on Series 2003 Bonds to Ba3

HGIM CORP: S&P Affirms 'B' CCR on Continued Stable Performance
HILEX POLY: Moody's Assigns 'B2' Corporate Family Rating
HMK MATTRESS: Moody's Affirms B3 CFR & Changes Outlook to Neg.
HUDBAY MINERALS: Moody's Affirms B3 CFR & Senior Unsecured Rating
IBCS MINING: Case Summary & 20 Largest Unsecured Creditors

INTELLICELL BIOSCIENCES: Gets Favorable Order in Ironridge Suit
INTERMETRO COMMUNICATIONS: Investor Buys 150,000 Preferred Shares
IRON MOUNTAIN: Moody's Affirms 'Ba3' Corporate Family Rating
JFB FIRTH: Alcoa Acquisition Deal No Impact on Moody's B3 Rating
KLEEN ENERGY: Fitch Puts 'BB' Ratings on $730MM Loans on Watch Neg

LANTHEUS MEDICAL: Moody's Hikes Corporate Family Rating to Caa1
LONG BEACH MEDICAL: Buyer Expects to Consummate Sale Soon
MACKEYSER HOLDINGS: Has Interim Approval of $1 Million DIP Loan
MACKEYSER HOLDINGS: Seeks Extension of Schedules Filing Date
MACKEYSER HOLDINGS: American Legal Services OK'd as Claims Agent

MERITOR INC: Moody's Affirms B2 CFR & Revises Outlook to Positive
METRO-GOLDWYN-MAYER: S&P Cuts Secured Debt Rating to B+ on Upsize
MICHAELS COMPANIES: S&P Assigns 'B' Corporate Credit Rating
MIDTOWN SCOUTS: Joint Plan of Reorganization Filed
MIG LLC: Case Summary & 15 Largest Unsecured Creditors

MINI MASTER CONCRETE: Court Allows Sale of Dorado Equipment
MINI MASTER CONCRETE: Court Approves IPFS Financing Deal
MINI MASTER CONCRETE: Court Approves Sale of Carolina Plant Assets
MOMENTIVE PERFORMANCE: Changes to Backstop Commitment Deal Filed
NATCHEZ REGIONAL: U.S. Trustee Appoints Creditors' Committee

NEW BEGINNINGS: Case Summary & 7 Largest Unsecured Creditors
NEWLEAD HOLDINGS: Completes Settlement Agreement with MGP, Hanover
NEWLEAD HOLDINGS: Receives NASDAQ Staff Determination Letter
NOVITEX ACQUISITION: S&P Lowers CCR to 'B'; Outlook Stable
NOVITEX ENTERPRISE: Moody's Lowers Corporate Family Rating to B3

OIL STATES: Moody's Withdraws 'B2' Corporate Family Rating
OVERSEAS SHIPHOLDING: Annual Report on Savings Plan Filed
OWENS & MINOR: MDCI Agreement No Impact on Moody's Ba1 Rating
PACIFIC STEEL: Littler Mendelson Approved to Handle Class Action
PACIFIC STEEL: Amends Schedules of Assets and Liabilities

PHI GROUP: Incurs $266,000 Loss in Quarter Ended Dec. 31, 2012
PITT PENN: Plan Confirmation Hearing Adjourned Sine Die
PK FOOD: Case Summary & 7 Largest Unsecured Creditors
PRETIUM PACKAGING: S&P Withdraws 'B-' CCR at Company's Request
PRWIRELESS INC: S&P Assigns 'CCC+' Rating on $190MM Secured Debt

QUANTUM FOODS: Private Sale of Equipment for $11.9MM Approved
QUECHAN INDIAN: Fitch Affirms 'B-' Issuer Default Rating
RCH INVESTMENTS: Voluntary Chapter 11 Case Summary
REPUBLIC OF TEXAS: Chapter 11 Exit Strategy Right on Target
RESTORGENEX CORP: Files Financial Statements of Paloma Pharma

RESTORGENEX CORP: Ally Bridge Reports 8.7% Equity Stake
REVEL AC: Has Interim $23.5 Million DIP Loan Approval
REVEL AC: Has Interim OK to Hire AlixPartners as Claims Agent
REVEL AC: Has Interim Authority to Pay $3.5MM to Critical Vendors
RICCO INC: Court Approves Report on Trustee's Sale of Assets

RJS POWER: Moody's Assigns B1 Rating on $1.25BB Unsecured Notes
SABERCAT NEIGHBORHOOD: Voluntary Chapter 11 Case Summary
SERVICEMASTER CO: Moody's Affirms 'B3' Corp. Family Rating
SERVICEMASTER CO: S&P Ups CCR to 'B' on Stronger Credit Measures
SEVEN COUNTIES: Court Approves Use of Fifth Third Cash Collateral

SHELBOURNE NORTH WATER: Perkins+Will Seeks Dismissal of Case
SINO-FOREST CORP: Reaches Partial Class Action Settlement
SKYVIEW ACADEMY: S&P Assigns 'BB+' Rating on $29.19MM Bonds
SOURCE HOME: Has Interim Authority to Use Cash Collateral
SOUTHERN STAR: Moody's Assigns Ba1 Rating on Sr. Unsecured Notes

SPECTRASCIENCE INC: 2013 Net Loss Narrows to $240,000
SUROCO ENERGY: Petroamerica Merger May Trigger Covenant Breach
SWJ HOLDINGS: RD Legal Funding Asks Court to Lift Automatic Stay
TEC GULL CREEK: Case Summary & 20 Largest Unsecured Creditors
TENET HEALTHCARE: Completes Private Offering of $500MM Notes

THOMPSON CREEK: 86.4% of TMEDS Tendered for Exchange
THOMPSON CREEK: S&P Raises CCR to 'B-' on Reduced Liquidity Risk
TORNANTE-MDP: S&P Revises Outlook to Negative & Affirms 'B' CCR
TOYS 'R' US: Fitch Affirms 'CCC' Issuer Default Rating
TRINET HR: Moody's Assigns 'B1' Rating on New Senior Secured Debt

TURNPIKE SERVICE: Case Summary & 5 Largest Unsecured Creditors
UNI-PIXEL INC: Achieves Roll-to-Roll Pilot Production of Sensors
UNITED AMERICAN: Incurs $435,000 Net Loss in First Quarter
UNIQUE BROADBAND: Transfers Listing to NEX Board
VERIFONE INC: $100MM Loan Upsize No Impact on Moody's B3 CFR

VERITEQ CORP: Has Rights Agreement with Hudson Bay
VIGGLE INC: Acquires Marketplace Platform Choose Digital
VWR FUNDING: Parent IPO Filing No Impact on Moody's 'B3' CFR
WALTER ENERGY: S&P Lowers CCR to 'CCC+' on Unsustainable Debt
WILLIAM LYON: S&P Puts 'B-' CCR on CreditWatch Developing

WOONSOCKET, RI: Moody's Affirms 'B3' GOULT Rating on $216MM Debt

* Argentina Faces Deadline for Hedge Fund Payments

* Large Companies With Insolvent Balance Sheet


                             *********

148 WEST: Judge Denies Request for Compliance With SBC-Morton Deal
------------------------------------------------------------------
U.S. Bankruptcy Judge Robert Drain denied the motion of SBC 2010-
1, LLC to compel 148 West 142 Street Corp. to comply with a
settlement agreement tied to the sale of the company's real
property in New York.

In a two-page decision, Judge Drain wrote that the efforts on the
part of 148 West to seek higher and better offers for the property
"are consistent with the applicable provisions of the Bankruptcy
Code."

The bankruptcy judge denied the motion "without prejudice to the
rights of any party" to object to the sale of the property to CRP
Partners I LLC, according to the court filing.

SBC, which holds a judgment against Patsy Morton, Allen Morton and
Squadron VCD LLC in an amount in excess of $7.7 million, entered
into a settlement agreement with the Mortons to resolve their
dispute.  Prior to the settlement, SBC brought an action in New
York Supreme Court in a bid to collect the amounts owing under the
judgment.

On March 21, the buyer and the receiver of various properties
owned and controlled by the Mortons entered into a contract of
sale.

On April 21, 148 West filed a motion to approve the sale of the
New York property to CRP Partners.  This was followed by SBC
filing a motion to compel 148 West to comply with the settlement
agreement, and to prohibit the company and the Mortons to stop
interfering with the contract of sale.

On April 30, 148 West filed an objection to the motion in which it
questioned SBC's standing to bring the motion.  SBC and CRP
Partners defended the motion, arguing that as a party to the
settlement agreement, SBC has standing to enforce its terms.

                  About 148 West 142 Street Corp.

148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014.  Patsy J.
Morton signed the petition as secretary/treasurer.  The Debtor
disclosed $11,122,411 in assets and $11,275,822 in liabilities as
of the Chapter 11 filing.  Judge Robert D. Drain oversees the
case.  Alter & Brescia, LLP, is the Debtor's counsel.

No Committee of Unsecured Creditors has been appointed.


148 WEST: Oct. 7 Deadline for Government Agencies to File Claims
----------------------------------------------------------------
U.S. Bankruptcy Judge Robert Drain approved the deadlines proposed
by 148 West 142 Street Corp. for filing proofs of claim against
the company.

Pursuant to the judge's order, governmental units must file their
proofs of claim on or before Oct. 7, 2014.  Claimants other than
governmental units were required to submit proofs of claims by
June 13.

If 148 West amends or supplements its schedules of assets and
liabilities subsequent to May 7, the company will serve a notice
to the affected claimants.  The claimants have 30 days from the
date of such notice to file proofs of claim.

Holders of claims that fail to timely file a proof of claim in
appropriate form will not be treated as a creditor with respect to
such claim for purposes of voting and distribution.

                          About 148 West

148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014.  Patsy J.
Morton signed the petition as secretary/treasurer.  Judge Robert
D. Drain oversees the case.  Alter & Brescia, LLP, is the Debtor's
counsel.

No Committee of Unsecured Creditors has been appointed.


148 WEST: Gets Approval to Hire Alter & Brescia as Legal Counsel
----------------------------------------------------------------
148 West 142 Street Corp. received approval from U.S. Bankruptcy
Judge Robert Drain to hire Alter & Brescia, LLP as its bankruptcy
counsel.

As the company's bankruptcy counsel, the New York-based law firm
is tasked to:

     (1) give advice to 148 West with respect to its powers and
         duties as debtor-in-possession in the continued
         management and operation of its business and property;

     (2) sell the company's real property located at 148 West 142
         Street;

     (3) negotiate with secured, priority and general unsecured
         creditors of the company in formulating a plan of
         reorganization, and to take legal steps necessary to
         confirm such plan;

     (4) prepare court documents on behalf of the company;

     (5) appear before the court and the U.S. trustee to represent
         the interests of the company.

Alter & Brescia will be paid for its services on an hourly basis
and will be reimbursed of its expenses.  The firm's current
customary hourly rates are $425 to $500 for partners, $275 to $375
for associates and $105 for paraprofessionals.

The firm doesn't represent any interests adverse to the company or
to its estate, and is a "disinterested person" pursuant to Section
101(14) of the Bankruptcy Code, according to an affidavit of Bruce
Alter, Esq., at Alter & Brescia.


ACG CREDIT: SageCrest Wants Stay Lifted for Trial to Proceed
------------------------------------------------------------
Sagecrest II, LLC, asks the U.S. Bankruptcy Court for the District
of Delaware to lift the automatic stay imposed in the Chapter 11
case of ACG Credit Company II, LLC, to proceed to trial in two
consolidated actions pendng in the U.S. District Court for the
District of Connecticut (Bridgeport) entitled Sagecrest II, LLC v.
ACG Credit Company II, LLC, et al., 3:13-CV-973 (SRU), and
Sagecrest II, LLC v. Ian S. Peck, et al., 3:12-CV-974 (SRV).

The claims pending in the Connecticut Action are SageCrest's
claims against numerous non-Debtor defendants and the Debtor for
their failure to meet their obligations under a May 19, 2008,
settlement stipulation and mutual release, and the Debtor's
counterclaims arising from that same agreement.  SageCrest alleges
that the Debtor failed to pay $11,125,000 under the settlement
stipulation, and have committed numerous tortious acts in order to
avoid making those payments.

Discovery in the Connecticut Action is completed and the only
remaining proceeding is the trial, SageCrest said in court papers.
Given the advanced stage of the Connecticut Action, allowing the
case to proceed to trial before the Connecticut District Court is
warranted, SageCrest asserted.

SageCrest is represented by J. Kate Stickles, Esq., and Patrick J.
Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware; Laurence May, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in New York; and Craig A. Wolfe, Esq.,
Robert S. Friedman, Esq., and Mark E. McGrath, Esq., at Sheppard
Mullin Richter & Hampton LLP, in New York.

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


ADAMIS PHARMACEUTICALS: Incurs $8.1 Million in Fiscal 2014
----------------------------------------------------------
Adamis Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $8.15 million for the year ended March 31, 2014, as
compared with a net loss of $7.19 million for the year ended
March 31, 2013.  Since the Company's fiscal 2010 year, it has not
generated commercial revenues from marketing or selling any drugs
or other products.

The Company's balance sheet at March 31, 2014, showed $15.12
million in total assets, $2.93 million in total liabilities and
$12.18 million in total stockholders' equity.

Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2014.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has limited working capital to pursue its business alternatives.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                         Bankruptcy Warning

"Our ability to obtain additional financing will be subject to a
number of factors, including market conditions, our operating
performance and investor sentiment.  If we are unable to raise
additional capital when required or on acceptable terms, we may
have to significantly delay, scale back or discontinue the
development or commercialization of one or more of our product
candidates, restrict our operations or obtain funds by entering
into agreements on unattractive terms, which would likely have a
material adverse effect on our business, stock price and our
relationships with third parties with whom we have business
relationships, at least until additional funding is obtained.  If
we do not have sufficient funds to continue operations, we could
be required to seek bankruptcy protection or other alternatives
that would likely result in our stockholders losing some or all of
their investment in us."

A full-text copy of the Form 10-K is available for free at:

                         http://is.gd/66BBzc

The Company also filed with the SEC a Form S-3 registration
statement relating to the sale of its common stock, preferred
stock, warrants, or units having an aggregate initial offering
price not exceeding $50,000,000.  The preferred stock, warrants,
and units may be convertible into or exercisable or exchangeable
for common stock, preferred stock or other securities of the
Company.

The Company's common stock is presently listed on The NASDAQ
Capital Market under the symbol "ADMP."  On June 20, 2014, the
last reported sale price of the Company's common stock was $5.12.

A full-text copy of the prospectus is available for free at:

                        http://is.gd/zz12tO

                            About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.


ADAYANA INC: Asks Court to Dismiss Chapter 11 Cases
---------------------------------------------------
Persist Liquidating Corp., formerly known as Adayana, Inc., asks
the Bankruptcy Court to dismiss its Chapter 11 case by June 30,
2014.

In December 2013, the Court allowed Persist Liquidating to sell
its assets and a month later Persist Liquidating reported that it
had consummated the sale.

Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, Indiana, notes that given that all of its assets
have been sold, Persist Liquidating concedes that there is no hope
in proposing a confirmable plan of reorganization and
rehabilitating its business.

Persist Liquidating has entered into an agreement to amend and
terminate and office lease, which becomes effective once its
Chapter 11 case is dismissed, which provides for its former
subsidiary's continued use and occupancy of its primary offices
for a period of time.

Section 349(b) of the Bankruptcy Code provides that dismissal of a
case vacates certain judgments and orders entered by the Court and
revests all property of the estate with the Debtor, unless the
Court orders otherwise. Persist Liquidating requests that the
dismissal of its Chapter 11 case leave unaltered and in place all
orders entered during the pendency of its case.

Persists Liquidating is represented by:

     Michael P. O'Neil
     Taft Stettinius & Hollister LLP
     One Indiana Square, Suite 3500
     Indianapolis, IN 46204
     Telephone: (317) 713-3500
     Facsimile: (317) 713-3699
     E-mail: moneil@taftlaw.com

                        About Adayana, Inc.

Adayana, Inc., is a holding company, incorporated under the laws
of the state of Minnesota.  Its primary assets are its equity
ownership interests in two separate operating companies, ABG, an
Adayana Company, and Vertex Solutions, Inc., one of which is
headquartered in Indianapolis, and the other in Virginia.  Both
operating companies are in the "human capital" business, providing
an array of technology-based consulting and training services.

Adayana valued the subsidiaries' stock at $8 million to
$12 million as of March 31, 2013.  It also owns personal
property with book value of $949,280.

Adayana, along with its two subsidiaries, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
13-10919) on Oct. 14, 2013.

The Debtors are represented by Michael P. O'Neil, Esq., at Taft
Stettinius & Hollister LLP, in Indianapolis, Indiana.

The United States Trustee for Region 10 has been unable to appoint
an official committee under 11 U.S.C. Sec. 1102 in the case.


ALCOA INC: Fitch Retains IDRs Over Firth Rixson Deal
----------------------------------------------------
Fitch Ratings has stated that Alcoa's ratings and Outlook are
unaffected by the company's announcement that it is acquiring
Firth Rixson for $2.85 billion.

Alcoa's purchase of Firth Rixson will bolster the company's
aerospace business in the jet engine component segment. On a pro
forma basis, the acquisition will increase Alcoa's annual
aerospace segment revenues to approximately $4.8 billion from $4
billion for 2013. The two combined businesses are complementary
and possess little product overlap.

The acquisition is subject to regulatory approvals and conditions
and is expected to close by the end of 2014. Consideration for the
acquisition is $500 million of Alcoa common equity to Oak Hill
Capital Partners (owner of Firth Rixson) and $2.35 billion in cash
as well as a potential $150 million earn-out. The cash portion is
supported by a committed bridge facility provided by Morgan
Stanley. Fitch anticipates that Alcoa will subsequently take out
the bridge facility with a combination of debt and equity that
will leave Alcoa's post-acquisition credit profile commensurate
with its existing ratings.

Fitch currently rates Alcoa as follows:

-- Issuer Default Rating (IDR) 'BB+';
-- Senior unsecured debt 'BB+';
-- $3.75 billion revolving credit facility 'BB+';
-- Preferred stock 'BB-'.
-- Short-term IDR 'B';
-- Commercial paper 'B'.

The Rating Outlook is Stable.


ALCOA INC: Firth Rixson Deal No Impact on Moody's 'Ba1' CFR
-----------------------------------------------------------
Moody's Investors Service comments that Alcoa's $2.85 billion
acquisition of Firth Rixson (from Oaktree Capital), a leading
supplier to the jet engine component industry, has no impact on
the company's Ba1 corporate family rating (CFR). Alcoa has
indicated that it intends to fund the acquisition with $2.35
billion in cash and $500 million in common stock. The transaction
also has a potential $150 million earn-out. The company indicates
that the cash portion of the transaction will be funded by a
combination of debt and equity-content securities. Although
releveraging could slow metric improvement in the short-term, the
acquisition is expected to increase the percentage of value added
earnings over the medium to longer term and contribute to
improving performance.


ALHAMBRA RESOURCES: Prepares to File 2013 Financial Statements
--------------------------------------------------------------
Alhambra Resources Ltd. on June 27 disclosed that the auditors for
the Company continue to work on the audit of the Corporation's
2013 Annual Audited Financial Statements, and the Corporation
continues to believe that it will be able to file these statements
on SEDAR on or before July 2, 2014.

In addition, the Corporation is completing its Interim Financial
Statements and MD&A for the three months ended March 31, 2014 and
anticipates filing these documents on SEDAR -- www.sedar.com --
after filing the 2013 Annual Audited Financial Statements.

On April 11, 2014, the Corporation disclosed that it expected a
delay in filing its 2013 annual audited financial statements,
management's discussion and analysis and CEO and CFO certificates.
The Corporation is providing this bi-weekly Default Status Report
in accordance with National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults.

Once Alhambra completes these filings, the Corporation will have
satisfied its financial filing requirements, and will no longer be
issuing any further bi-weekly Default Status Reports under Section
4.4 of National Policy 12-203 - Alternative Information Guidelines
("AIG").

                          About Alhambra

Alhambra is a Canadian based international exploration and
production corporation in Kazakhstan.


CALGARY, ALBERTA, Jun 27, 2014 (Marketwired via COMTEX) --


ALISAL WATER: Fitch Affirms 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings affirms the following ratings for Alisal Water
Corporation (Alco):

-- $6.8 million of outstanding 2007A senior secured taxable bonds
    at 'BB+';

-- Issuer Default Rating at 'BB-'.

The Rating Outlook is Stable.

Security

The bonds are secured by a security interest in pledged
collateral, which consists of all tangible and intangible assets
owned by Alco.

Key Rating Drivers

Financials Remain Narrow But Adequate: Alco's ratings reflect the
utility's adequate but relatively weak financial metrics,
including very low liquidity levels. A rate base increase in 2011
improved Alco's financial profile from prior levels, although
ongoing margins are expected to be relatively modest.

Favorable Regulatory Environment: The California regulatory
environment is relatively predictable and the utility has achieved
rate relief as needed, although customer charges are high.

Limited Service Area And Management: The customer base is limited
and includes a narrow economic profile and very high unemployment.
Reflective of the size of operations, organizational leadership is
concentrated, although the executive team is well qualified.

Capital Structure To Continue: Capital needs are manageable, which
should help to improve Alco's elevated debt to equity mix over
time.

Long-Term Supply Adequacy: The utility provides an essential
service and water supplies are sufficient to meet long-term
demands. Drought conditions affecting the state have limited
impact to Alco's operations.

Rating Sensitivities

Usage Declines: Declines in sales volume would erode financial
results and make it difficult to achieve Alco's approved return on
equity (ROE) absent additional rate adjustments. Alternatively,
rate base offsets to counter lower sales volumes would push
already high user charges even higher.

Capital Structure: Improvement in Alco's capital structure would
alleviate leverage concerns.

Regulatory Framework: Unfavorable changes in California's
regulatory environment that make it more difficult to achieve
sufficient rate base adjustments to preserve financial margins
would be viewed negatively.

Credit Profile

Adequate But Weak Financial Results

Operating revenues improved 4% in calendar 2013 on higher sales
volumes. However, improvement to Alco's income statement
performance for the year was offset by a similar percentage
increase in operating expenses - driven by higher production
costs, repairs on a well, and an increase in income tax expenses -
as well as higher debt service costs. For 2013, EBITDA covered
interest by 2.3x (up from 1.7x in 2012) but EBITDA only covered
total debt service by 1.5x (down from 1.8x).

Along with the relatively neutral operating results, cash flows
were similarly unchanged in 2013 from the year prior. Cash flows
from operations were down a total of $66,000 although free cash
flow was up a modest $43,000. Alco's return on equity (ROE) - per
Fitch's calculation which includes interest costs - fell slightly
to just under 6% in 2013 from 7% in 2012.

No new financial projections are available, but forecast estimates
prepared last year and that extend through 2017 reportedly remain
valid. These figures point to relatively similarly EBITDA coverage
of interest of 1.9x-2.2x assuming certain inflationary and rate
base offsets in future years, flat sales, and limited growth in
operating expenses.

Debt Profile Remains Elevated

For 2013 Alco's debt relative to equity improved marginally to 74%
from 75% in 2012 as a result of amortization of existing debt and
lack of new borrowings. Debt-to-EBITDA saw similar movement to
5.3x from 5.7x in 2012 given the neutral financial performance
during the year. Ongoing incremental improvement in the system's
debt profile is expected over the near term as a result of limited
planned borrowing and continued amortization of existing
obligations. Nevertheless, the system's elevated debt profile
continues to be a major credit factor.

Manageable Capital But Pay-Go To Limit Liquidity Improvement

Alco's current capital improvement program (CIP) for 2014-2017
totals $7.6 million. Capital projects and costs are unchanged from
the last year's figures and are essentially unchanged from
expectations over the last couple of years. Funding for the CIP is
anticipated largely from surplus revenues (around 61%). While the
extent of equity capital funding will help to improve Alco's
capital structure to some extent, it will likely limit any
improvement in Alco's weak liquidity position; for 2013 days
equaled just 11 days. However, the completion of projects should
allow Alco to seek rate base offsets, which will enhance future
annual cash flows.

Stable Regulatory Environment

Alco is regulated by the CPUC but regulations are fairly well
defined and Alco has received timely rate relief. However, as a
result of Alco's 2011 rate case, residential charges, which were
already relatively high, have risen to a very high 1.4% of median
household income based on 1,400 cubic feet per month. While Fitch
expects the CPUC will allow future adjustments to cover necessary
operating and capital expenditures and to generate a continued ROE
commensurate with other similarly-sized private water utilities in
the state (currently in the 10% range), the system's level of
charges poses some concern.

Limited Service Territory And Management

Alco is a private retail water company in Monterey County
California, serving a portion of the city of Salinas and a
population of around 29,000. Part of Alco's certificated service
area includes undeveloped land within the city's extra-territorial
jurisdiction. Water supplies are derived exclusively from
groundwater sources. Supplies are estimated to be sufficient to
meet customer demands for the foreseeable future and are
essentially unaffected by the severe drought conditions currently
plaguing the state.

Given the scope of operations, the number of company personnel is
limited, including the executive team. Largely offsetting the
concern related to limited personnel is the sound experience and
qualifications associated with Alco's executive management team.


AURORA DIAGNOSTICS: S&P Cuts CCR to 'CCC'; Outlook Still Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Palm Beach Gardens, Fla.-based Aurora Diagnostics
Holdings LLC to 'CCC' from 'CCC+.  The outlook remains negative.

S&P also lowered its rating on subsidiary Aurora Diagnostics LLC's
senior secured debt to 'B-' (two notches above the corporate
credit rating) from 'B', and S&P's rating on Aurora Diagnostics
Holdings LLC's senior unsecured debt to 'CC' (two notches below
the corporate credit rating) from 'CCC-'.  S&P's '1' recovery
rating on the senior secured debt and '6' recovery rating on the
senior unsecured debt remain unchanged.  The '1' recovery rating
indicates S&P's expectation for very high (90% to 100%) recovery
of principal and its '6' recovery rating indicates its expectation
for negligible (0 to 10%) recovery of principal, both in the event
of payment default.

"We expect Aurora to be unable to refinance its revolving credit
due in May 2015 and we do not expect the company to generate
sufficient cash flow to enable repayment of the outstanding
amount," said Standard & Poor's credit analyst Gail Hessol.

Aurora is a provider of anatomic pathology diagnostics services.
Its business profile is characterized by a very narrow operating
focus, which makes it especially vulnerable to reimbursement risk.
Changes in Medicare payments accounted for a large decline in
Aurora's 2013 EBITDA; S&P expects only a modest adverse impact in
2014.  Aurora is also challenged by stiffer competition from
hospital laboratories, and vulnerability to customer in-sourcing,
only very partially offset by fairly favorable long-term demand
for anatomic pathology services.

S&P assess Aurora's liquidity as "weak" because it do not expect
its sources of funds to exceed uses over the next 12 months.  S&P
believes there is also a significant risk of a loan covenant
violation at the end of the third or fourth quarter of 2014.

The negative rating outlook reflects S&P's view that Aurora could
default on its revolver when it is due in May 2015, absent very
accommodating capital market conditions, sponsor support, or an
unexpected substantial improvement in operating performance.  S&P
also believes Aurora could violate its loan covenant later in
2014.


AUXILIUM PHARMACEUTICALS: QLT Merger No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's Investors Service commented that Auxilium Pharmaceuticals,
Inc.'s announced plan to merge with QLT Inc. (an unrated company)
is credit positive. There is currently no effect on Auxilium's
ratings including the B3 Corporate Family Rating and the Ba3
senior secured bank credit facility rating. The rating outlook is
negative.

"There is no change to Auxilium's ratings or outlook at this time
given the company's very high leverage which we expect to remain
elevated post-QLT, even though exact debt balances have yet to be
determined," stated Michael Levesque, Moody's Senior Vice
President.

Headquartered in Chesterbook, Pennsylvania, Auxilium
Pharmaceuticals, Inc. is a niche pharmaceutical company with a
focus on urological diseases and other specialty areas. Auxilium
reported $400 million of revenue in 2013 including revenue from
Actient Holdings LLC, acquired on April 26, 2013.

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


B&B ALEXANDRIA: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: B&B Alexandria Corporate Park TIC 17, LLC
        B&B Realty Investments, LLC
        Attn: David H. Bralove, Principal
        6917 Arlington Rd., Suite 203
        Bethesda, MD 20814

Case No.: 14-12434

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 27, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Brian F. Kenney

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  TYLER, BARTL, RAMSDELL & COUNTS, P.L.C.
                  300 N. Washington St., Suite 202
                  Alexandria, VA 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011
                  E-mail: sramsdell@tbrclaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by David H. Bralove, special member.

The Debtor listed B&B Alexandria Corp. Mgt., LLC, as its largest
unsecured creditor holding a claim for property and asset
management services of $623,930.  The creditor can be reached at:

       B&B Alexandria Corp. Mgt., LLC
       Attn: David H. Bralove
       6917 Arlington Rd., Suite 203 Bethesda,
       MD 20814


BAPTIST HOME: Pepper Hamilton Approved as Committee Counsel
-----------------------------------------------------------
Bankruptcy Judge Eric L. Frank authorized the Official Committee
of Unsecured Creditors in the Chapter 11 case of The Baptist Home
of Philadelphia to retain Pepper Hamilton LLP as its counsel.

To the best of the Committee's knowledge, Pepper Hamilton has no
interest adverse to the estates.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAPTIST HOME: Wins Approval to Hire Cozen as Bankr. Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized The Baptist Home of Philadelphia
to employ the law firm of Cozen O'Connor as its bankruptcy
counsel.

The U.S. Trustee for Region 3 had objected to the employment of
Cozen O'Connor stating that in the declaration in support of the
application, John T. Carroll, III, stated that the Debtors paid
Cozen a prepetition retainer in the amount of $175,000 on an
unspecified date.  From the retainer, Cozen drew down
approximately $72,000 to credit the Debtors' accounts for its
charges for professional services performed and expenses incurred
prior to the filing of the Petitions.  The Debtors provided no
specific information in the application regarding either the
payment of the retainer or, more importantly, the specific
services and costs, including the dates thereof, which were paid
for from this retainer.

The U.S. Trustee requested information regarding the payment of
the retainer, well as the application of retainer monies to
prepetition services and costs, and to date the Debtors have
failed to respond.

As reported in the Troubled Company Reporter on May 14, 2014, the
Debtor filed an amended application to employ Cozen O'Connor as
counsel.

The amended employment application modifies the current hourly
rates charged by Cozen for professionals and paraprofessionals
employed in its offices.  The original employment application says
the hourly rate for members is $375 to $670, while the amended
employment application says the hourly rate for members is $375 to
$675.

The firm can be reached at:

         John T. Carroll, III, Esq.
         Eric L. Scherling, Esq.
         COZEN O'CONNOR
         1900 Market Street
         Philadelphia, PA 19103
         Tel: (215) 665-2000
         Fax: (215) 665-2013
         E-mail: jcarroll@cozen.com
                 escherling@cozen.com

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAPTIST HOME: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors in the Chapter 11
cases of The Baptist Home of Philadelphia and The Baptist Home
Foundation.

The unsecured creditors' committee is composed of:

     (1) McKesson Medical-Surgical Minneapolis Supply
         8121 10th Avenue North
         Golden Valley, MN 55427
         Attn: Tammy Ferguson
         Phone: (800) 328-8111 ext.69016
         Fax: (763) 398-8736
         Email: tammy.ferguson@mckesson.com;

     (2) RehabCare Group East, Inc.
         d/b/a RehabCare Group Therapy Services Inc.
         c/o Fultz Maddox Hovious & Dickens, PLC.
         101 South Fifth Street, Suite 2700
         Louisville, Kentucky 40202
         Attn: Phillip A. Martin
         Phone: (502) 588-2000
         Fax: (502) 588-2020
         Email: pmartin@fmhd.com

     (3) Respiratory Health Services, LLC
         c/o Fultz Maddox Hovious & Dickens, PLC
         101 South Fifth Street, Suite 2700
         Louisville, Kentucky
         Attn: Phillip A. Martin
         Phone: (502) 588-2000
         Fax: (502) 588-2020
         Email: pmartin@fmhd.com;

     (4) Shelly's Medication Services, Inc.
         2522 Pearl Buck Road, Unit A
         Bristol, PA 19007
         Attn: David Perez
         Phone: (215) 785-1014
         Fax: (215) 785-1902
         Email: dperez@rxdn.com

     (5) Sodexo Operations, LLC
         283 Cranes Roost Boulevard, Suite 260
         Altamonte Springs, FL 32701
         Attn: Bradley Hamman
         Phone: (407) 951-1258
         Email: brad.hamman@sodexo.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia estimated $10 million to $50 million
in assets and debt.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.


BI-LO LLC: S&P Assigns 'BB-' Rating on $900MM Sr. Sec. Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to BI-LO LLC's $900 million senior
secured revolving credit facility due May 21, 2019.  The '1'
recovery rating indicates S&P's expectation for very high recovery
(90%-100%) in a payment default scenario.

S&P's 'B' corporate credit rating on BI-LO reflects its opinion of
its high leverage, financial sponsor ownership, and participation
in the very competitive food retail industry.  The company
recently expanded its store footprint in the Southern U.S. through
acquisitions funded with revolver borrowings in the first quarter
of 2014.  S&P expects pro-forma leverage following the
acquisitions to decline to the high-4x area by the end of 2014.

RATINGS LIST

BI-LO LLC
Corporate Credit Rating                  B/Stable/--

New Rating

BI-LO LLC
$900 mil. revolving credit facility 2019
Senior Secured                           BB-
  Recovery Rating                         1


BLUESTONE RESOURCES: In Default of $130,000 Loan
------------------------------------------------
Bluestone Resources Inc. on June 27 disclosed that with respect to
the loan to the Company in the amount of $130,000 announced on
December 18, 2013, John Robins, the President and CEO of the
Company, has delivered a notice of default to the Company
requiring full repayment of the Loan.

The Directors, independent from the loan, have determined that the
Company is not in a financial position to repay the Loan, and
requested an additional extension of the maturity date to allow
time to find a suitable financing alternative.  The request for an
extension has been denied by the Lender.

The Loan is secured by the Company's Richardson Property, Alaska.
Upon further discussion, the Lender has agreed that upon transfer
of the Richardson Property pursuant to the exercise of the
security under the Loan, the outstanding Loan will be extinguished
in full, including all outstanding interest.  The Lender has also
agreed to assume all outstanding fees owed to the Alaska
government with respect to the property, in the sum of
approximately USD$25,000.  The Independent Directors have
concluded this is the best course of action for the Company.

                  About Bluestone Resources Inc.

Bluestone Resources Inc. is a Canadian exploration company focused
on the discovery and development of economic mineral deposits.
Founded in 2004, the Company has assembled a team with the
business acumen and technical expertise to identify and advance
undervalued mineral exploration projects world-wide.


BROADBAND SPECIALISTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                        Case No.
     ------                                        --------
     Broadband Specialists, Inc.                   14-33038
     1700 S. Peachtree, Suite 100
     Balch Springs, TX 75180

     Locke Ventures, Ltd.                          14-33039
     1700 S. Peachtree, Suite 100
     Balch Springs, TX 75180

Chapter 11 Petition Date: June 27, 2014

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

Judge: Hon. Harlin DeWayne Hale (14-33038)
       Hon. Stacey G. Jernigan (14-33039)

Debtors' Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN CHAPMAN SKIERSKI HAYWARD, LLP
                  10501 N. Central Expry, Ste. 106
                  Dallas, TX 75231
                  Tel: 972-755-7104
                  Fax: 972-755-7114
                  E-mail: MHayward@FCSHlaw.com

                                 Estimated     Estimated
                                  Assets      Liabilities
                                ----------    -----------
Broadband Specialists           $1MM-$10MM    $1MM-$10MM
Locke Ventures                  $1MM-$10MM    $1MM-$10MM

The petitions were signed by Gerard M. Locke, Sr., president and
CEO.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.


BRUSH CREEK AIRPORT: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The U.S. Trustee for Region 20 filed a statement in U.S.
Bankruptcy Court for the District of Colorado on June 9,
disclosing that "there were too few unsecured creditors" who are
willing to serve as members of the official committee of unsecured
creditors in Brush Creek Airport, LLC's Chapter 11 case.

Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014.
The Debtor has tapped Sender Wasserman Wadsworth, P.C., as
counsel.  It estimated assets of $10 million to $50 million and
debt of $1 million to $10 million.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due August 8, 2014.


BUFFALO LODGE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Buffalo Lodge and Resorts, Inc.
           dba Bear's Den Resort
        25301 US Highway 59
        Grove, Ok 74344

Case No.: 14-11449

Chapter 11 Petition Date: June 28, 2014

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Hon. Dana L. Rasure

Debtor's Counsel: Ron D. Brown, Esq.
                  THE BROWN LAW FIRM PC
                  320 S. Boston Ave. Suite 1130
                  Tulsa, OK 74103
                  Tel: (918) 585-9500
                  Fax: (866) 552-4874
                  E-mail: ron@ronbrownlaw.com

Total Assets: $1.51 million

Total Liabilities: $2.03 million

The petition was signed by Jenny Riley, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/oknb14-11449.pdf


CDRH PARENT: Moody's Cuts 1st Lien Debt Rating to 'B2'
------------------------------------------------------
Moody's Investors Service downgraded the ratings on CDRH Parent,
Inc.'s -- the indirect parent of Healogics, Inc. -- exiting first
lien senior secured credit facilities to B2 from B1. CDRH is
proposing to raise an additional $20 million in incremental first
lien term loan now totaling $420 million and reduce its proposed
second lien term loan by the corresponding amount to $200 million.
Moody's also affirmed CDRH's B3 Corporate Family Rating and B3-PD
Probability of Default Rating. Concurrently, the Caa2 rating on
the second lien term loan is also affirmed.

The downgrade of the ratings on the company's senior secured
credit facilities reflects the elimination of a layer of loss
absorption below the senior secured first lien credit facilities,
resulting from the lower amount of second lien term loan, as well
as the proposed increase in the amount of first lien debt
outstanding. The first lien debt will represent the preponderance
of the company's obligations following the proposed transaction.

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

CDRH Parent, Inc.:

Ratings lowered:

  $100 million first lien revolver expiring 2019 to B2 (LGD 3)
  from B1 (LGD 3)

  $420 million first lien term loan due 2021 to B2 (LGD 3) from
  B1 (LGD 3)

Ratings affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $200 million second lien term loan due 2022 at Caa2 (LGD 5)

Ratings Rationale

CDRH's B3 Corporate Family Rating reflects the company's very weak
credit metrics, due to the considerable amount of debt associated
with its leveraged buyout and its small revenue base of less than
$300 million. Moody's estimates that pro forma debt/EBITDA at 8.0
times, for the LTM period ending March 31, 2014. The rating is
also constrained by the small absolute size and the early stage of
development of the wound care market, and the company's narrow
focus on wound care management. The rating benefits from
Healogics' good customer and geographic diversification and modest
direct government reimbursement risk.

The stable outlook reflects Moody's expectation of relatively
stable operating performance given low reimbursement risk and
steady pricing over the near-term. It also reflects Moody's view
that the company's highly leveraged capital structure is unlikely
to improve significantly over the next 12-months.

In addition, the rating could be downgrade if pricing or volumes
weaken, such that financial performance is impacted, resulting in
deterioration in credit metrics. The rating could be downgraded if
liquidity deteriorates or if the company's free cash flow turns
negative.

The likelihood of a rating upgrade is limited in the near-term
given the company's very high leverage. However, if the company is
able to grow earnings and sustain debt to EBITDA below 6 times,
while continuing to generate free cash flow, an upgrade could be
considered.

The principal methodology used in this rating was the 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.

Headquartered in Jacksonville, Fl., Healogics partners with
hospitals to establish, staff and run specialized wound care
centers that treat patient with chronic, non-healing wounds.


CHRYSLER GROUP: Expands Recall Tied to Ignition Switch Issues
-------------------------------------------------------------
Joseph B. White, writing for The Wall Street Journal, reported
that Fiat Chrysler Automobiles NV is expanding a recall of
minivans and sport-utility vehicles to fix ignition switches that
could abruptly rotate out of the on position causing a stall and
possibly loss of power to the air bags.

According to the report, the National Highway Traffic Safety
Administration said it has asked Fiat Chrysler's Chrysler Group
for more information about the ignition switch problems and the
potential for air bags to lose power.  The agency said it has also
asked Chrysler for more information about ignition switch problems
in 2006-2007 Jeep Commander and 2005-2006 Jeep Grand Cherokee
models, the report related.

Chrysler said it would now recall more than 695,957 Dodge Journey
SUVs from the 2009-2010 model years, 2008-2010 Dodge Grand Caravan
minivans and 2008-2010 Chrysler Town and Country minivans after
receiving 32 customer complaints and 465 warranty claims because
the vehicles inadvertently shut off while driving, the report
further related.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CITIZENS DEVELOPMENT: Officially Exited Bankruptcy March 24
-----------------------------------------------------------
Citizens Development Corp. has officially emerged from Chapter 11
protection nearly four years after filing.

The company said in a court filing that its Chapter 11 plan of
reorganization took effect on March 24, more than two weeks after
U.S. Bankruptcy Judge Laura Taylor confirmed the plan.

According to the restructuring plan approved on March 6, the plan
will be funded by LSM Lender LLC, which has agreed to provide up
to $2.5 million in additional financing.

The funding will also come from a new value contribution in the
amount of $410,000 to be made to the reorganized company by
Atlantica; from Citizens Development's cash on hand which is
estimated to be about $25,000; from revenue generated from its
business operations and other sources.

Under the plan, LSM Lender's $7.81 million secured claim will be
repaid.  The claim, including the $2.5 million loan, will be
secured by a "first priority lien" on all assets of Citizens
Development subsequent to substantive consolidation.

General unsecured creditors will receive a cash distribution equal
to 10% of their allowed claims, with the total distribution to all
creditors not to exceed $100,000.

Meanwhile, the company's equity holders won't receive payments or
retain any property.  All of the existing equity interests in
Citizens Development will be deemed cancelled when the company
officially exits bankruptcy.

A full-text copy of the restructuring plan is available for free
at http://is.gd/xQYTMO

                    About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., and Krikor Meshefejian, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Cal. Case No. 10-13024).

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CITYCENTER HOLDINGS: Moody's Hikes Corporate Family Rating to B2
----------------------------------------------------------------
Moody's upgraded CityCenter Holdings LLC's Corporate Family Rating
to B2 and its Probability of Default Rating to B2-PD. Moody's also
upgraded the company's senior secured bank term loan and revolving
credit facility to B2.

Ratings Rationale

The upgrade reflects CityCenter's rising EBITDA as operating
conditions on the Las Vegas Strip continue to improve evidenced by
higher visitation, rising room rates, limited supply growth, and
the company's $150 million prepayment of its senior secured term
loan with available cash. As a result, debt/EBITDA will decline to
approximately 5.0 times (below Moody's 5.25 times level for an
upgrade) as of the last twelve months ended 3/31/2014 from 5.5
times at year-end 2013. Moody's estimates that CityCenter's
EBITDA/cash interest will reach 4.0 times by year-end 2014 on
lower interest expense due to its late 2013 debt refinancing.
Given our stable outlook for operating conditions in Las Vegas,
Moody's expect CityCenter can at least sustain debt/EBITDA and
EBITDA/cash at current levels.

CityCenter's cash flow comfortably covers its interest expense,
mandatory debt amortization, and capital spending needs, including
costs to demolition the Harmon Tower. Moody's expects the company
will build cash with its excess free cash flow pending final
settlement of construction litigation. Potential payments in
connection this litigation will be substantially covered by MGM
Resorts International (B2/stable) pursuant to its construction
guaranty.

The stable rating outlook reflects Moody's view that CityCenter
will continue to benefit from rising room rates and a better mix
of convention and group business travel to Las Vegas that will
enable the company to maintain strong interest coverage and
debt/EBITDA between 4.5 -- 5.0 times.

Ratings would be considered for an upgrade if debt/EBITDA declines
below 4.5 times, the operating outlook for Las Vegas is stable,
supply growth is manageable and liquidity is strong. An upgrade
would also require the company to demonstrate a willingness to
maintain leverage at lower levels through economic cycles.

Ratings would be downgraded if debt/EBITDA increased above 5.75x
and appeared likely to remain at elevated levels. Downward rating
pressure could also develop if visitation trends and gaming
revenues on the Las Strip where to show signs of sustained
deterioration.

Rating upgraded:

  Senior secured revolving credit facility to B2 from B3

  Senior secured term loan B to B2 from B3

The principal methodology used in this rating was the Global
Gaming published in December 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.

CityCenter Holdings LLC owns and operates CityCenter, a mixed-use
development located on the Las Vegas Strip that opened in December
2009. CityCenter is a joint venture between MGM Resorts
International (B2 stable) and Infinity World (a subsidiary of
Dubai World, not rated.) MGM is the operating manager. CityCenter
generates approximately R1.25 billion in annual net revenue.


CLEAR CHANNEL: Scott Hamilton Inks Employment Agreement with Unit
-----------------------------------------------------------------
Clear Channel Management Services, Inc., a subsidiary of CC Media
Holdings, Inc., entered into an employment agreement with Scott D.
Hamilton pursuant to which Mr. Hamilton will serve as the
Company's senior vice president, chief accounting officer and
assistant secretary.

The Agreement commences May 1, 2014, and ends on April 30, 2018,
and will be automatically extended for additional two year
periods, unless either the Company or Mr. Hamilton gives written
notice of non-renewal.

Mr. Hamilton will be paid an annual salary of $375,000, subject to
overtime eligibility. The Company will reimburse Mr. Hamilton for
business expenses, consistent with past practices pursuant to
Company policy.

Mr. Hamilton has served as senior vice president, chief accounting
officer and assistant secretary of CC Media Holdings, Inc., and
its subsidiaries Clear Channel Communications, Inc., and Clear
Channel Outdoor Holdings, Inc., since April 26, 2010.  He also has
served as senior vice president, chief accounting officer and
assistant secretary of Clear Channel Capital I, LLC, a subsidiary
of CCMH, since April 26, 2013.

A full-text copy of the Employment Agreement is available at:

                       http://is.gd/J8BLrI

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel reported a net loss attributable to the Company of
$606.88 million in 2013, a net loss attributable to the Company of
$424.47 million in 2012 and a net loss attributable to the Company
of $302.09 million in 2011.  As of Dec. 31, 2013, the Company had
$15.09 billion in total assets, $23.79 billion in total
liabilities and a $8.69 billion total shareholders' deficit.

                         Bankruptcy Warning

"If our and our subsidiaries' cash flows from operations,
refinancing sources and other liquidity-generating transactions
are insufficient to fund our respective debt service obligations,
we may be forced to reduce or delay capital expenditures, sell
material assets or operations, or seek additional capital.  We may
not be able to take any of these actions, and these actions may
not be successful or permit us or our subsidiaries to meet the
scheduled debt service obligations.  Furthermore, these actions
may not be permitted under the terms of existing or future debt
agreements."

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives.  These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations.  If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation," the Company said in its annual report
for the year ended Dec. 31, 2013.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


CONCORD CAMERA: Board OKs $0.02 Apiece Shareholder Distribution
---------------------------------------------------------------
Concord Camera Corp.'s board of directors approved a liquidating
distribution of $0.02 per share to the shareholders of record at
the close of business on May 11, 2009, in accordance with the
previously announced Plan of Dissolution and Liquidation.

In accordance with the Plan of Liquidation, the Company's stock
transfer books were closed at the close of business on May 11,
2009, and no transfers of its common stock were recorded after
that time.  The Company currently anticipates that payment of the
liquidating distribution will commence in June 2014 and
shareholders of record on the Record Date will receive a
communication from the Company's stock transfer agent in July 2014
regarding the distribution.  The Company intends to use its
remaining funds to complete the Plan of Liquidation and does not
anticipate any future distributions.

                        About Concord Camera

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.


CORINTHIAN COLLEGES: To Sell Heald Campuses
-------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that Corinthian Colleges Inc. announced on June 30 that its board
has voted to sell, rather than wind down, all of its Heald
schools, a group of 12 campuses that offer associate degrees in
subjects like health care and technology.

According to the report, the announcement comes a day ahead of
Corinthian's due date to submit to the Department of Education a
list of schools that it plans to wind down and a list of schools
it believes are valuable enough to sell during the next six
months.  The announcement on June 30 means that none of the Heald
schools will be on the list of facilities Corinthian plans to
wind-down, the Journal said.


CRESTWOOD MIDSTREAM: S&P Assigns 'B' Rating on Class A Units
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' issue-level rating to Crestwood Midstream Partners L.P.'s
class A preferred units.  The rating reflects three notches of
subordination to Crestwood's 'BB' corporate credit rating.

S&P expects Crestwood to use the proceeds from the offering to
fund a portion of its capital spending program and reduce
borrowings under its revolving credit facility.  The preferred
shares issuance does not affect S&P's 'BB' corporate credit rating
on the company.  The outlook is stable.  S&P characterizes the
preferred shares as having intermediate equity content under its
hybrid security criteria.  S&P expects adjusted debt leverage of
about 4.5x in 2014 improving to about 4x in 2014.

RATINGS LIST
Crestwood Midstream Partners L.P.
Corporate credit rating                       BB/Stable/--

New Rating
Crestwood Midstream Partners L.P.
Class A preferred stock                       B


DANIELS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Daniels Capital Corporation
        516 Mineral Trace
        Birmingham, AL 35216

Case No.: 14-02520

Chapter 11 Petition Date: June 29, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Hon. Tamara O Mitchell

Debtor's Counsel: Justin G Williams, Esq.
                  TANNER & GUIN, LLC
                  PO Box 3206
                  Tuscaloosa, AL 35403-3206
                  Tel: 205 633-0218
                  Fax: 205 633-0318
                  E-mail: jwilliams@tannerguincrowell.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Brian McNiell, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb14-02520.pdf


DOT RESOURCES: Prepares to File 2013 Annual Financial Statements
----------------------------------------------------------------
DOT Resources Ltd. on June 27 disclosed that the auditors for DOT
continue to work on the audit of the Corporation's 2013 Annual
Audited Financial Statements, and the Corporation continues to
believe that it will be able to file these statements on SEDAR on
or before July 2, 2014.

In addition, the Corporation is completing its Interim Financial
Statements and MD&A for the three months ended March 31, 2014 and
anticipates filing these documents on SEDAR -- www.sedar.com --
within the same time period.

On April 11, 2014, the Corporation disclosed that it expected a
delay in filing its 2013 annual audited financial statements,
management's discussion and analysis and CEO and CFO certificates.
The Corporation is providing this bi-weekly Default Status Report
in accordance with National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults ("NP 12-203").

Once DOT completes these filings, the Corporation will have
satisfied its financial filing requirements, and will no longer be
issuing any further bi-weekly Default Status Reports under Section
4.4 of National Policy 12-203 - Alternative Information Guidelines
("AIG").

                           ABOUT DOT

DOT -- http://www.dotresourcesltd.com-- is a Canadian corporation
focused on exploration and development of its copper properties in
central British Columbia. DOT shares trades on the TSX Venture
Exchange under the symbol DOT.


ELBIT IMAGING: Plaza Plans to Raise EUR20MM From Rights Offering
----------------------------------------------------------------
Elbit Imaging Ltd. disclosed that as part of the debt
restructuring process of Plaza Centers N.V., in which the Company
holds directly and indirectly approximately 62.5% of the
outstanding shares, Plaza is currently proposing to raise capital
by means of a rights offering of shares to its existing
shareholders for an aggregate amount of EUR 20 million.  Elbit
Imaging's subsidiary, Elbit Ultrasound (Luxembourg) BV/ S. a' r.
l, intends to enter into a Deed of Undertaking, which will be
guaranteed by the Company, under which EUL will undertake to
exercise EUL's rights to take up EUL's full pro-rata portion under
such Rights Offering and to procure that it will subscribe for the
unexercised portion of the Rights Offering, at a price per-share
of EUR 0.105, all subject to the provisions of the Back Stop
Agreement.

Concurrently with the Undertaking, EUL intends to enter into a
Back Stop Agreement with various affiliates of Davidson Kempner
Capital Management LP, pursuant to which DK will undertake to
purchase under the Rights Offering, in lieu of EUL, a portion to
be determined by EUL, provided that that portion will not be less
than the higher of EUR 3 million or the Additional Purchase
Amount, and further provided that such Back Stop Undertaking will
not exceed EUR 10 million or result in DK and its affiliates
directly or indirectly holding shares representing 30 per cent or
more of the total voting rights in Plaza, all subject to the terms
and conditions therein.  Consequently, in the event the Additional
Purchase Amount will fall below EUR 3 million, Plaza will be
obligated to increase the amount of the Rights Offering such that
total price of shares  acquired by DK will not be less than EUR 3
million.

Consequently, the Company intends to vote at Plaza's upcoming
annual general meeting in favor of offering-related matters,
including the proposal to authorize Plaza's board of directors,
generally and unconditionally, as the competent body to approve
the issuance of ordinary shares (including rights to acquire
ordinary shares) of Plaza and to restrict or exclude pre-emptive
rights upon issuing ordinary shares of Plaza.

Corporate Approvals

To the Company's best knowledge, certain affiliates of DK hold
approximately 5.5% of the outstanding shares of Plaza and
approximately 14.3% of the outstanding shares the Company.  To the
Company's best knowledge, affiliates of York Capital Management
Advisors, LLC, hold approximately 19.7% of the outstanding shares
of the Company and are major bondholders of Plaza.  Since each of
DK and York might be deemed as having a personal interest in the
Rights Offering and the related transactions, albeit divergent
interests, and they hold in the aggregate more than 25% of the
outstanding shares of the Company while no other shareholder of
the Company holds more than 50% of the outstanding shares of the
Company, the Israeli Companies Law requires that the transactions
be approved by the shareholders of the Company by a special
majority, unless an exemption applies.

As a condition to an exemption set forth in the regulations under
the Israeli Companies Law, the Company's audit committee and board
of directors have determined that the participation of EUL in the
Rights Offering, including the entry into the Undertaking and the
Back Stop Agreement are in the ordinary course of the Company's
business, are on market terms, and are for the benefit of the
Company.  Notwithstanding those approvals, holders of 1% or more
of the Company's outstanding shares or voting rights in the
aggregate may notify the Company in writing, no later than
July 7 , 2014, that they object to approval of the Rights
Offering, the Undertaking and the Back Stop Agreement through the
exemption and request a shareholder vote regarding the
transactions.  That request must include appropriate evidence of
share ownership in the Company.

In the event that such a request is duly submitted, approval of
the transactions will require approval by the shareholders of the
Company in which either (i) a majority of shares voted on the
matter by shareholders who do not have a personal interest in the
matter are voted in favor or (ii) the total number of shares voted
against the matter by shareholders who do not have a personal
interest in the matter does not exceed two percent of the
Company's outstanding shares.

                     About Elbit Imaging Ltd.

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors -
- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

Elbit Imaging reported a loss of NIS1.56 billion on
NIS360.59 million of total revenues for the year ended Dec. 31,
2013, as compared with a loss of NIS483.98 million on NIS418.48
million of total revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed NIS4.56 billion in total assets, NIS4.97
billion in total liabilities and a NIS408.63 million shareholders'
deficit.

Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu, in Tel-Aviv, Israel, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.


ELIZABETH ARDEN: Buyer Withdrawal No Impact on Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investor Service stated that Elizabeth Arden, Inc.'s
(RDEN) recently announced restructuring and cost savings program
and LG Household and Health Care Ltd.'s (LGHHC) statement that it
is no longer interested in pursuing an acquisition of RDEN do not
affect RDEN's Ba3 rating or developing outlook. This is because
RDEN's continuing strategic alternatives evaluation could lead to
transactions that are either positive or negative for creditors.
LGHHC's withdrawal as a potential strategic buyer is credit
negative, as through this partnership RDEN could have become a
part of a larger entity that had a potential to accelerate RDEN's
international growth. The restructuring and cost savings program
announced earlier this week is a potential positive, but was
necessary given its recent business slowdown.

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

RDEN, headquartered in Miami, FL, is a global beauty products
company with a broad portfolio of prestige fragrance, skin care
and cosmetic brands. RDEN markets more than 100 company brands and
distributes an additional 300 brands. Revenue for the 12 months
ended March 2014 is estimated to be approximately $1.2 billion.


ENERGY CORP: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service changed Stone Energy Corporation's
(Stone) rating outlook to positive from stable. Moody's also
affirmed Stone's B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating (PDR), B3 senior unsecured notes
rating and SGL-2 Speculative Grade Liquidity Rating.

"The positive outlook incorporates Moody's view that Stone's
ongoing development efforts in deepwater Gulf of Mexico (GoM) and
the Marcellus/Utica Shale plays in the Appalachia will add
diversity and durability to its asset portfolio and provide a
strong platform for future growth," commented Sajjad Alam, Moody's
Analyst. "Following an equity offering in May 2014 and upsizing of
its borrowing base revolving credit facility on June 24, 2014,
Stone has good liquidity and the balance sheet flexibility to
support its planned portfolio transformation through 2015."

Ratings Rationale

The B2 CFR reflects Stone's increasing production and reserves, a
more balanced portfolio of growth projects, diversified footprint
in onshore, shallow water and deepwater basins, significant
liquids production (about 45%) and low financial leverage relative
to similarly rated peers. Stone's ratings are constrained by its
limited scale relative to higher rated E&P companies, still
significant exposure to the GoM, and the capital, execution and
operational risks related to its growth in the deepwater.

Stone has good liquidity which is reflected in Moody's SGL-2
rating. Stone's funds from operations, cash balance and revolver
availability should fully cover capital expenditures and working
capital requirements through mid-2015. Pro forma for the equity
offering, the company had roughly $400 million of cash and $480
million of availability under its $500 million borrowing base
revolver. The revolver matures in July 2019. There is ample
headroom under the financial covenants governing the credit
facility and Stone should have unimpeded access to the revolver
through 2015. The SGL rating is tempered by the exposure of the
borrowing base to re-determinations in the event of weaker
commodity prices or inadequate reserve replacement and the
company's planned outspending of cash flow.

Moody's would consider upgrading Stone's CFR to B1 if the company
can achieve higher production in both onshore and deepwater
locations and improve cash on cash returns. More specifically,
Moody's will look for deepwater wells to come on-stream along with
good execution in the Marcellus leading to a production level of
50,000 boe/d and a sustainable leveraged full-cycle ratio above
1.5x. The achievement of these targets while maintaining its
present leverage metrics could lead to a ratings upgrade.

A leveraging transaction will most likely be the catalyst for a
potential negative rating action. A downgrade could result if
Stone's debt to average daily production and debt to PD reserves
exceeds $30,000 per boe and $15 per boe, respectively.

Issuer: Stone Energy Corporation

Outlook change:

Outlook changed to Positive from Stable

Affirmations:

Corporate Family Rating, Affirm B2

Probability of Default Rating, Affirm B2-PD

Senior Unsecured Regular Bond/Debenture, Affirm B3 (LGD4, 66%)

Senior Unsecured Shelf, Affirm (P)B3

Speculative Grade Liquidity Rating, Affirm SGL-2

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Stone Energy Corporation is a Lafayette, Louisiana based public
E&P company with primary producing assets in the conventional
shelf and deep waters of the GOM, and the Marcellus Shale in
northern Appalachia.


ENERGY FUTURE: $1.9 Billion Loan Draws Competition, Opposition
--------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Energy Future Holdings Corp. unveiled changes to a $1.9 billion
bankruptcy loan, including improvements in its fees and terms,
that the Texas power company hopes will garner it court approval
over opposition on multiple fronts.

According to the report, unsecured creditors and several groups of
bondholders say the loan, even improved, trades away value on the
cheap, providing some investors "an extraordinary investment
opportunity," as creditor lawyer James Peck put it, while
stripping others of their rights.

Dallas-based Energy Future, previously known as TXU, says the loan
will slash its interest costs, and allow it to settle big premium-
payment claims from bondholders, the Journal said.  Competition to
get into the financing deal allowed the company to cut fees and
interest on the loan, the Journal cited, Energy Future lawyer
Stephen Hessler as saying.

            About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


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

       Debtor                                     Case No.
       ------                                     --------
       Falcon Steel Company                       14-42585
       4201 Old Denton Road
       Haltom City, TX 76117

       New Falcon Steel, LLC                      14-42586
       4201 Old Denton Road
       Haltom City, TX 76117

Type of Business: Engaged in fabricating and galvanizing
                  structural steel for a variety of customers
                  across the United States.

Chapter 11 Petition Date: June 29, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Michael D. Lynn

Debtors' Counsel: Lynda L. Lankford, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Ste. 1290
                  Fort Worth, TX 76102
                  Tel: (817) 878-2022
                  Fax: (817) 877-4151
                  E-mail: llankford@forsheyprostok.com

                    - and -

                  Jeff P. Prostok, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: 817-877-8855
                  E-mail: jpp@forsheyprostok.com

                                     Estimated     Estimated
                                       Assets     Liabilities
                                    -----------   -----------
Falcon Steel Company                $10MM-$50MM   $10MM-$50MM
New Falcon Steel                    $1MM-$10MM    $1MM-$10MM

The petitions were signed by David Smith, CEO.

List of Falcon Steel's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Aztec Mfg. Partnership, Ltd.        Trade Debt         $194,080

All-Pro Fasteners, Inc.             Trade Debt         $185,818

Red Ball Oxygen                     Trade Debt         $139,673

Focus North America                 Trade Debt         $114,450

Willbanks Metals Inc.               Trade Debt         $104,738

CMC Steel Texas                     Trade Debt          $98,709

US Zinc                             Trade Debt          $88,585

Bull Moose Tube Co.                 Trade Debt          $66,736

Steel & Pipe Supply Co., Inc.       Trade Debt          $62,197

Superior Supply & Steel             Trade Debt          $57,636

Cargill Incorporated                Trade Debt          $55,521

Service Steel Warehouse, LP         Trade Debt          $50,282

Independence Tube                   Trade Debt          $46,640

Gerdau  Ameristeel US Inc.          Trade Debt          $39,089

Kloeckner Metals Corp. - CAT        Trade Debt          $34,882

TXU Energy                          Trade Debt          $21,526

UMR - Stop Loss                     Trade Debt          $20,891

J & M Steel Company                 Trade Debt          $20,732

Friedman Industries, Inc.           Trade Debt          $17,819

JDM Steel                           Trade Debt          $17,401


FANNIE MAE & FREDDIE MAC: First-Year Litigation Update
------------------------------------------------------
Twenty-two lawsuits filed in the past year accuse (a) Federal
National Mortgage Association, commonly known as Fannie Mae; (b)
Federal Home Loan Mortgage Corporation, commonly called Freddie
Mac; (c) the Federal Housing Finance Administration, in its role
as Fannie and Freddie's Conservator; and (d) the United States
Department of the Treasury, in its role as Fannie and Freddie's
rescue financier; of entering into an illegal Net Worth Sweep
Agreement in 2012 that requires Fannie and Freddie to delivery
virtually all of their earnings to the U.S. Treasury until the end
of time.

As the first of those twenty-two lawsuits approaches its one-year
anniversary in the Federal court system, editors for the Troubled
Company Reporter and Class Action Reporter have compiled this
summary to help their subscribers identify the cases, summarize
the Plaintiffs' causes of action, relate what the Plaintiffs' say
they want, share the current status of each case over the past
year, and mark their calendars with the dates of upcoming events
before Judges Sweeney, Lamberth, Pratt and Cooke.

A handy chart in Portable Document Format displaying the
litigation summary presented below is available for free at
http://bankrupt.com/gselitigationsummary201407.pdf

The five important upcoming events in these cases are:

     07/10/2014 -- Hearing on Plaintiff's Motion to Compel
production of Administrative Record in Continental Western v.
FHFA, Case No. 14-cv-00042 (S.D. Iowa)

     07/11/2014 -- Proposed protective order due in Fairholme v.
USA, Case No. 13-465 (Ct. Fed. Cl.)

     07/15/2014 -- Joint Status Report due in Fairholme v. USA,
Case No. 13-465 (Ct. Fed. Cl.), re 07/16/2014 Status Conference

     07/28/2014 -- Government's Answer due in Reid v. USA, Case
No. 14-152 (Ct. Fed. Cl.)

     08/29/2014 -- Deadline for Government to answer, move or
otherwise plead in Arrowood v. USA, Case No. 13-698 (Ct. Fed. Cl.)


   ________________________________________________________

             Significant Lawsuits Pending Against
                   Fannie Mae and Freddie Mac
                      Updated June 29, 2014
   (Cases listed in alphabetical order by Plaintiff's name)
   ________________________________________________________


   Lawsuit No. 1
   -------------
American European Insurance Company v. Federal National Mortgage
Association, et al., Case No. 13-cv-01169 (D.C. filed July 30,
2013)

Plaintiff's Lawyers: Michael G. McLellan
                     L. Kendall Satterfield
                     Elizabeth R. Makris
                     FINKELSTEIN THOMPSON LLP

                          - and -

                     Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

Plaintiff's Causes of Action:

     1-1: Breach of contract

     1-1: Breach of the implied covenant of good faith and fair
dealing Class action certification and appointment as Class
Representative

What the Plaintiffs say they want the Court to do:

     1-A: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants' breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     1-B: Granting appropriate equitable and injunctive relief to
remedy defendants' breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 2
   -------------
American European Insurance Company v. USA, Case No.
13-496 (Ct. Fed. Cl. filed July 19, 2013)

Plaintiff's Lawyers: Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

                          - and -

                     Charles J. Piven
                     BROWER PIVEN

Plaintiff's Causes of Action:

     2-1: Just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     2-A: Class certification and appointment as Class
Representative

     2-B: Awarding Plaintiff and the Class just compensation for
the Government's taking of their property

What's happened in court in the past year: [Consolidated with
Cacciapalle, et al. v. USA, Case No. 13-466 (Ct. Fed. Cl. filed
July 10, 2013) (Sweeney, J.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 3
   -------------
Arrowood Indemnity Co., et al. v. Federal National Mortgage
Association, et al., Case No. 13-cv-1439 (D.C. filed Sept. 12,
2013) (Lamberth, J.)

Plaintiff's Lawyers:  Drew W. Marrocco
                      Michael H. Barr
                      Richard M. Zuckerman
                      Sandra D. Hauser
                      DENTONS US LLP

Plaintiffs' Causes of Action:

     3-1: Against Treasury and Secretary Lew for violation of the
Administrative Procedure Act: (i) Treasury's conduct exceeds its
statutory authority under HERA and (ii) Treasury's conduct was
arbitrary and capricious

     3-2: Against FHFA and Acting Director DeMarco for violation
of the Administrative Procedure Act: (i) The FHFA's conduct
exceeds its statutory authority under HERA and (ii) the FHFA's
conduct was arbitrary and capricious

     3-3: Against Fannie Mae, Freddie Mac, and FHFA, as
Conservator, for breach of contract and breach of the implied
covenant of good faith and fair dealing
Declaring that the Third Amendment, and its adoption, are not in
accordance with HERA

What the Plaintiffs say they want the Court to do:

     3-A: Vacating and setting aside the Third Amendment
. . . and providing that all payments made by Fannie and Freddie
under the Third Amendment, in excess of the amounts which would
have been due as dividends absent the Third Amendment, be treated
as a redemption of Senior Preferred Stock

     3-B: Enjoining Defendants from implementing, applying, or
taking any action whatsoever pursuant to the Third Amendment

     3-C: If injunctive relief is not granted, awarding Arrowood
damages [for the] par value of their Junior Preferred Stock

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 35)

     * Fannie Mae's Motion to Dismiss Filed (Doc. 36)

     * Plaintiffs' Objection and Cross-Motion for Summary Judgment
Filed (Docs. 44 and 45)

     * Treasury's Reply Filed (Docs. 48 and 49)

     * Fannie Mae's Reply Filed (Docs. 50 and 51)

     * Plaintiff's Further Reply (Doc. 54)

     * Ready for hearing on pre-trial summary judgment motions,
with a written decision by Judge Lamberth to follow

The next scheduled event in this case: [None at press time]


   Lawsuit No. 4
   -------------
Arrowood Indemnity Co., et al. v. USA, Case No. 13-698 (Ct. Fed.
Cl. filed Sept. 18, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Drew W. Marrocco
                     Michael H. Barr
                     Richard M. Zuckerman
                     Sandra Hauser
                     DENTONS US LLP

Plaintiffs' Causes of Action:

     4-1: Against the United States of America for just
compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     4-A: Awarding Arrowood Parties just compensation for the
Government's taking of their property

What's happened in court in the past year:

     * Requests by the Government for more time to answer or
respond.  See Docs. 19, 16, 15, 12, 11, 10, 9 and 8.

     * Awaiting Government's answer or response to Arrowood's
Complaint

The next scheduled event in this case: 08/29/2014 for Government
to answer, move or otherwise plead.  See Doc. 21.


   Lawsuit No. 5
   -------------
Borodkin, et al. v. Federal National Mortgage Association, et al.,
Case No. 13-cv-01443 (D.C. filed Sept. 20, 2013)

Plaintiffs' Lawyers: Craig L. Briskin
                     MEHRI & SKALET, PLLC

                          - and -

                     Barbara J. Hart
                     Thomas A. Skelton
                     LOWEY DANNENBERG COHEN & HART

Plaintiffs' Causes of Action:

     5-1: Breach of contract

     5-2: Breach of the implied covenant of good faith and fair
dealing

What the Plaintiffs say they want the Court to do:

     5-A: Class action certification and appointment as Class
Representative

     5-B: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants' breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     5-C: Granting appropriate equitable and injunctive relief to
remedy defendants' breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 6
   -------------
Cacciapelle, et al. v. Federal National Mortgage Association, et
al., Case No. 13-cv-01149 (D.C. filed July 29, 2013) (Lamberth,
J.)

Plaintiffs' Lawyers: Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -
                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     6-1: Breach of contract

     6-2: Breach of the implied covenant of good faith and fair
dealing

What the Plaintiffs say they want the Court to do:

     6-A: Class action certification and appointment as Class
Representative

     6-B: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants' breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     6-C: Granting appropriate equitable and injunctive relief to
remedy defendants' breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 7
   -------------
Cacciapalle, et al. v. USA, Case No. 13-466 (Ct. Fed. Cl. filed
July 10, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -
                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     7-1: Against the United States of America for just
compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     7-A: Class action certification and appointment as Class
Representative

     7-B: Awarding just compensation for the Government's taking
of their property

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 42)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme.  Once the
parties in Fairholme file a postdiscovery joint status report, the
court will issue an order in this case regarding further
proceedings.  See Doc. 46.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 8
   -------------
Cane v. Federal Housing Finance Agency, et al., Case No. 13-cv-
01184 (D.C. filed Aug. 1, 2013)

Plaintiff's Lawyers: David L. Wales
                     BERNSTEIN LITOWITZ BERGER &
                        GROSSMANN, LLP

Plaintiff's Causes of Action:

     8-1: Breach of contract against FHFA for (i) modification of
the certificates and series of stock without shareholders' consent
and (ii) elimination of dividends

     8-2: Anticipatory breach of contract against FHFA for
repudiation of shareholders' right to any eventual liquidation
surplus

     8-3 Breach of the implied covenant of good faith and fair
dealing against FHFA

     8-4: Violation of the Administrative Procedure Act because
Treasury and FHFA's conduct (i) exceeded their statutory authority
and (ii) was arbitrary and capricious

     8-5: No just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     8-A: Class action certification and appointment as Class
Representative

     8-B: Compensatory damages to be determined at trial

     8-C: Just compensation under the Fifth Amendment for Treasury
and FHFA's taking of Plaintiffs' property

     8-D: Declaring that the Third Amendment, and its adoption,
violate HERA

     8-E: Vacating and setting aside the Third Amendment

     8-F: Enjoining Defendants from implementing, applying, or
taking any action whatsoever pursuant to the Third Amendment, and
from any further violations of HERA

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 9
   -------------
Continental Western Insurance Company v. The Federal Housing
Finance Agency, et al., Case No. 14-cv-00042 (S.D. Iowa filed Feb.
5, 2014) (Pratt, J.)

Plaintiff's Lawyers: Charles J. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

                          - and -

                     Matthew G. Whitaker
                     Matt M. Dummermuth
                     Kendra L. Mills Arnold
                     WHITAKER HAGENOW & GUSTOFF, LLP

Plaintiff's Causes of Action:

     9-1: FHFA's conduct exceeds its statutory authority as
conservator

     9-2: Violation of the Administrative Procedure Act: FHFA's
conduct was arbitrary and capricious

     9-3: Treasury's conduct exceeded its statutory authority

     9-4: Violation of the Administrative Procedure Act:
Treasury's conduct was arbitrary and capricious

     9-5: Breach of contract

     9-6: Breach of implied covenant of good faith and fair
dealing

     9-7: Breach of fiduciary duty

What the Plaintiff says it wants the Court to do:

     9-A: Declaring that the Net Worth Sweep and its adoption are
[illegal]

     9-B: Declaring that the . . . dividends to Treasury
. . . violated HERA

     9-C: Declaring that Treasury's post-2009 payments to Fannie
and Freddie . . . violate HERA

     9-D: Vacating and setting aside the Net Worth Sweep, the
dividends, and Treasury's post-2009 payments

     9-E: Reducing the liquidation preference of the Government
Stock

     9-F: Enjoining further dividend payments or tinkering with
the accounting

     9-G: Awarding Plaintiff damages resulting from FHFA's
breaches

What's happened in court in the past year:

     * FHFA's Motion to Dismiss Filed (Doc. 23)

     * Treasury's Motion to Dismiss Filed (Doc. 24)

     * Briefing suspended pending resolution of discovery dispute

     * Ready for hearing and decision on Plaintiff's Motion to
Compel Production of Administrative Record (Doc. 31), Treasury's
Response (Doc. 32), FHFA's Response (Doc. 33), and Plaintiffs'
Reply (Doc. 36).

The next scheduled event in this case: 07/10/2014 -- Hearing on
Plaintiff's Motion to Compel.  See Doc. 38


   Lawsuit No. 10
   --------------
Dennis v. Federal Housing Finance Agency, et al., Case No. 13-cv-
01208 (D.C. filed Aug 5, 2013) (Lamberth, J.)

Plaintiff's Lawyers: Reuben A. Guttman
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER

Plaintiff's Causes of Action:

     10-1: Breach of contract

     10-2: Breach of the implied covenant of good faith and fair
dealing

     10-3: Breach of fiduciary duty

What the Plaintiff says it wants the Court to do:

     10-A: Class action certification, appointment as Class
Representative, and confirmation that this a proper derivative
action

     10-B: Declaring that defendants breached the certificates of
designation of the Series S & T Preferred Stock. . . .

     10-C: Awarding compensatory damages

     10-D: Declaring that the Net Worth Sweep was unfair to Fannie
Mae, did not further any valid business purpose, did not reflect a
good faith business judgment as to what was in the best interests
of Fannie Mae or its shareholders, and constituted waste and a
gross abuse of discretion

     10-E: Declaring that, through the Net Worth Sweep, defendants
breached their respective fiduciary duties to Fannie Mae

     10-F: Awarding compensatory damages and disgorgement in favor
of Fannie Mae against defendants as a result
of their breach of their fiduciary duties. . . .

     10-G: Granting equitable relief, including rescission of the
Net Worth Sweep

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 11
   --------------
Dennis v. USA, Case No. 13-542 (Ct. Fed. Cl. filed Aug. 5, 2013)
(Sweeney, J.)

Plaintiff's Lawyers: Jay W. Eisenhofer
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER P.A.

Plaintiff's Causes of Action:

     11-1: Violation of the Takings Clause

What the Plaintiffs say they want the Court to do:

     11-A: Class action certification

     11-B: Awarding Plaintiff and the other Class members just
compensation for the unconstitutional taking of their property, in
an amount to be proven at trial. . . .

What's happened in court in the past year: [Consolidated with
Cacciapelle v. United States, Case No. 13-672 (Ct. Fed. Cl.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 12
   --------------
Fairholme Funds, Inc., et al. v. The United States, Case No. 13-
465 (Ct. Fed. Cl. filed July 9, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Charles C. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

Plaintiffs' Causes of Action:

     12-1: Just compensation under the Fifth Amendment for the
taking of private property for public use


What the Plaintiffs say they want the Court to do:

     12-A: Awarding compensation under the Fifth Amendment for the
Government's taking of their property

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 20)

     * [Briefing suspended pending resolution of discovery
dispute]

     * Dispute over terms of Government's request for a protective
order (Doc. 49) arising from Court granting (Doc. 32) Plaintiffs'
Discovery Motion (Doc. 22) and overruling Government's Objection
(Doc. 30).  Hearing on Protective Order Held 06/19/2014 (Doc. 62).
Document production to occur in waves.

The next scheduled events in this case:

     * 07/11/2014 -- Proposed protective order due

     * 07/15/2014 -- Joint Status Report due re 07/16/2014 Status
Conference


   Lawsuit No. 13
   --------------
Fairholme Funds, Inc., et al. v. Federal Housing Finance Agency,
et al., Case No. 13-cv-1053 (D.C. filed July 10, 2013) (Lamberth,
J.)
Plaintiffs' Lawyers: Charles C. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

Plaintiffs' Causes of Action:

     13-1: FHFA's and Treasury's conduct exceeds their statutory
authority

     13-2: Violation of the Administrative Procedure Act: FHFA's
and Treasury's conduct was arbitrary and capricious

     13-3: Breach of contract against FHFA as Conservator of
Fannie and Freddie

     13-4: Breach of implied covenant of good faith and fair
dealing against FHFA as Conservator of Fannie and Freddie

     13-5: Breach of fiduciary duty against FHFA as Conservator of
Fannie and Freddie: Claim for equitable and declaratory relief

What the Plaintiffs say they want the Court to do:

     13-A: Declaring that the Net Worth Sweep, and its adoption,
violate HERA

     13-B: Declaring that, by entering the Net Worth Sweep, FHFA
breached Fannie's and Freddie's contracts with Plaintiffs and the
covenant of good faith and fair dealing implicit in those
contracts

     13-C: Declaring that . . . FHFA violated its fiduciary duty
to Plaintiffs

     13-D: Vacating and setting aside the Net Worth Sweep

     13-E: [Directing] Treasury to return to FHFA all dividend
payments made pursuant to the Net Worth Sweep or, alternatively,
recharacterizing a portion of the payments as partial redemption
of Government Stock rather than dividends

     *   *   *

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 27) and
FHFA's Motion to Dismiss Filed (Doc. 28)

     * Response Opposing Motions to Dismiss (Docs. 38 and 39)

     * Treasury's Reply (Doc. 43) and FHFA's Reply (Doc. 45)

          -------

     * Cross-Motion for Summary Judgment (Doc. 40)

     * Treasury's Objection to Cross-Motion (Doc. 44) and FHFA's
Objection to Cross-Motion (Doc. 46)

     * Reply (Doc. 51)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

     * As of June 5, 2014, hearing postponed until further order
of the Court.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 14
   --------------
Fisher, et al. v. USA, Case No. 13-608 (Ct. Fed. Cl. filed Aug.
26, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Noah M. Schubert
                     Robert C. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiffs' Causes of Action:

     14-1: Derivatively, on behalf of FNMA, unlawful taking
without just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiffs say they want the Court to do:

     14-A: Derivatively, on behalf of FNMA, finding that the
United States has unlawfully taken the private property of Fannie
Mae for public use without just compensation in violation of the
Takings Clause of the Fifth Amendment to the U.S. Constitution

     14-B: Derivatively, on behalf of FNMA, determining and
awarding Fannie Mae just compensation for the Government's taking
of its property

What's happened in court in the past year:

     * Motion to Dismiss Filed (Doc. 20)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme.  Once the
parties in Fairholme file a post-discovery joint status report,
the court will issue an order in this case regarding further
proceedings.  See Doc. 25.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 15
   --------------
In re Fannie Mae/Freddie Mac Senior Preferred Stock Purchase
Agreement Class Action Litigations, Misc. Action No. 13-mc-1288
(D.C. filed Nov. 18, 2013) (Lamberth, J.)

Plaintiffs' Lawyers: David R. Kaplan
                     Blair A. Nicholas
                     John Rizio-Hamilton
                     David L. Wales
                     BERNSTEIN LITOWITZ BERGER &
                        GROSSMANN LLP

                          - and -

                     Reuben A. Guttman
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER

                          - and -

                     Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -

                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     15-1: Breach of contract

     15-2: Breach of implied covenant of good faith and fair
dealing

     15-3: Breach of fiduciary duty

     15-4: No just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     15-A: Class action status and certification

     15-B: Declaring that this action is a proper derivative
action and that pre-suit demand is excused

     15-C: Declaring that the Third Amendment [is both] entirely
[and] intrinsically [un]fair to Fannie Mae, did not further any
valid business purpose of Fannie Mae, did not reflect a good faith
business judgment as to what was in the best interests of Fannie
Mae or its shareholders, and constituted waste and a gross abuse
of discretion

          *   *   *

     15-D: Awarding compensatory damages and disgorgement in favor
of Fannie Mae and just compensation for property taken

          *   *   *

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 19) and Fannie Mae
& FHFA's Motion to Dismiss Filed (Doc. 20)

     * Plaintiffs' Objection to Motions to Dismiss (Doc. 33)

     * Fannie Mae & FHFA's Reply (Doc. 36)

     * Treasury's Reply (Doc. 38)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

The next scheduled event in this case: [None at press time]


   Lawsuit No. 16
   --------------
Liao v. Lew, et al., Case No. 13-cv-01094 (D.C. filed July 16,
2013)

Plaintiffs' Lawyers: Michael G. McLellan
                     L. Kendall Satterfield
                     Elizabeth R. Makris
                     FINKELSTEIN THOMPSON LLP

                          - and -

                     Lionel Z. Glancy
                     Michael M. Goldberg
                     Ex Kano S. Sams II
                     GLANCY BINKOW & GOLDBERG LLP

Plaintiffs' Causes of Action:

     16-1: Illegal taking and/or extraction in violation of the
U.S. Constitution

     16-2: Violation of the Administrative Procedures Act: the
Treasury's conduct exceeds its statutory authority under HERA

     16-3: Violation of the Administrative Procedures Act: the
Treasury's conduct was arbitrary and capricious

     16-4: Violation of the Administrative Procedures Act: the
FHFA's conduct exceeds its statutory authority under HERA

     16-5: Violation of the Administrative Procedures Act: the
FHFA's conduct was arbitrary and capricious

What the Plaintiffs say they want the Court to do:

     16-A: Determining that this is a proper class action and
certifying Plaintiff as a Class Representative. . . .

     16-B: Finding that Defendants have taken and/or illegally
exacted the private property of Plaintiff and the Class in
violation of the Due Process and Takings Clauses of the United
States Constitution

     16-C: Declaring that the Third Amendment, and its adoption,
[violate] HERA . . . ; and that the Treasury and the FHFA acted
arbitrarily and capriciously . . . by executing the Third
Amendment

     16-D: Vacating and setting aside the Third Amendment
including its provisions that sweep the full amount of the
Companies' net worth to the Treasury, that prevent redemption of
the Government Preferred Stock, and that accelerate the Companies'
dissolution

     16-E: Enjoining the Treasury [and the FHFA] . . . from
implementing, applying, or taking any action whatsoever pursuant
to the Third Amendment

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 17
   --------------
Marneu Holdings Co., et al. v. Federal Housing Finance Agency, et
al., Case No. 13-cv-01421 (D.C. filed Sept. 18, 2013)

Plaintiffs' Lawyers: Geoffrey C. Jarvis
                     GRANT & EISENHOFER P.A.

                          - and -

                     Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

Plaintiffs' Causes of Action:

     17-1: Breach of Contract

     17-2: Breach of the implied covenant of good faith and fair
dealing

     17-3: Violation of the APA -- Treasury's and FHFA's conduct
exceeds its statutory authority

     17-4: Violation of the APA -- Treasury's and FHFA's conduct
was arbitrary and capricious

     17-5: Breach of fiduciary duty

What the Plaintiffs say they want the Court to do:

     17-A: Class certification

     17-B: [D]amages [for] defendants' breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     17-C: [R]escission of the Third Amendment

     17-D: Declaring that the Third Amendment was [un]fair to
Fannie Mae and Freddie Mac, [and ha]d no[] valid business purpose
. . . , and constituted waste and a gross abuse of discretion.

     17-E: Declaring that the Third Amendment [violates] HERA; and
that Treasury and FHFA acted arbitrarily and capriciously . . . by
executing the Third Amendment;

     17-F: Declaring that . . . the FHFA and the Treasury breached
their . . . fiduciary duties to Fannie . . . and Freddie. . . .

     17-G: Compensatory damages and disgorgement in favor of
Fannie Mae and Freddie Mac against . . . FHFA and the Treasury,
jointly and severally . . . in an amount to be proven at trial,
including interest thereon

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 18
   --------------
Perry Capital LLC v. [Treasury Sec'y] Jacob J. Lew, [Acting FHFA
Director] Edward DeMarco, The Department of the Treasury, and The
Federal Housing Finance Agency, Case No. 13-cv-1025 (D.C. filed
July 7, 2013) (Lamberth, J.)

Plaintiffs' Lawyers: Theodore B. Olson
                     Douglas R. Cox
                     Matthew D. McGill
                     Mikesh Jindal
                     Derek S. Lyons
                     Janet Weiss
                     GIBSON, DUNN & CRUTCHER LLP

Plaintiffs' Causes of Action:

     18-1: Violations of the Administrative Procedure Act:

           (a) Treasury's conduct exceeds its statutory
               authority under HERA,

           (b) Treasury's conduct was arbitrary and
               capricious,

           (c) the FHFA's conduct exceeds its statutory
               authority under HERA, and

           (d) the FHFA's conduct was arbitrary and
               capricious

What the Plaintiffs say they want the Court to do:

     18-A: Declaring that the Third Amendment [is illegal]

     18-B: Vacating and setting aside the Third Amendment,
including [the terms] that prevent redemption of the Government
Preferred Stock, and that accelerate the Companies' dissolution

     18-C: Enjoining Treasury . . . from implementing . . . the
Third Amendment

     18-D: Enjoining the FHFA . . . from implementing . . . the
Third Amendment

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 31) and FHFA and
Fannie's Motion to Dismiss Filed (Doc. 32)

     * Cross-Motion for Summary Judgment on Administrative
Procedure Act Claims (Doc. 37)

     * Plaintiffs' Opposition to Motions to Dismiss (Doc. 38)

     * Treasury's Omnibus Reply (Doc. 40) and FHFA and Fannie's
Omnibus Replies (Doc. 42, 43 and 44 )

     * Perry's Reply (Doc. 47)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

     * As of June 5, 2014, hearing postponed until further order
of the Court.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 19
   --------------
Reid v. USA, Case No. 14-152 (Ct. Fed. Cl. filed Feb. 26, 2014)
(Sweeney, J.)

Plaintiff's Lawyers: Robert C. Schubert
                     Noah M. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiff's Causes of Action:

     19-1: Derivatively on behalf of FNMA, unlawful taking without
just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiff says it wants the Court to do:

     19-A: Derivatively on behalf of FNMA, finding that the United
States has unlawfully taken the private property of Fannie Mae for
public use without just compensation in violation of the Takings
Clause of the Fifth Amendment to the U.S. Constitution

     19-B: Derivatively on behalf of FNMA, determining and
awarding Fannie Mae just compensation for the Government's taking
of its property

What's happened in court in the past year: Awaiting answer

The next scheduled event in this case: 07/28/2014 -- Answer due


   Lawsuit No. 20
   --------------
Samuels, et al. v. Federal Housing Finance Agency, et al., Case
No. 13-cv-22399 (S.D. Fla. filed July 9, 2013) (Cooke, J.)

Plaintiffs' Lawyers: Charles Elsesser, Jr.
                     Meena Jagannath
                     Betsy Havens
                     COMMUNITY JUSTICE PROJECT
                        FLORIDA LEGAL SERVICES, INC.

Plaintiffs' Causes of Action:

     20-1: Violation of the Administrative Procedures Act

What the Plaintiffs say they want the Court to do:

     20-A: Vacate and set aside as null and void FHFA's decision
to indefinitely suspend payments by Fannie Mae and Freddie Mac to
the Housing Trust Fund

     20-B: Declare that Federal Defendants have violated the
Administrative Procedure Act by acting in an arbitrary and
capricious manner. . . .

     20-C: Order the FHFA to instruct Fannie Mae and Freddie Mac
that Federal Defendants' challenged decisions to withhold payments
from the Housing Trust Fund were null and void and that Fannie Mae
and Freddie Mac must proceed as if those decisions had never taken
place

What's happened in court in the past year:

     * Amended Complaint Filed (Doc. 30)

     * Motion to Dismiss Filed (Doc. 41)

     * Response Filed (Doc. 52)

     * Reply Filed (Doc. 61)

     * Discovery battle underway

     * Mediation, pending discovery resolution, extended to Aug.
31, 2104. See Doc. 79.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 21
   --------------
Shipmon v. USA, Case No. 13-672 (Ct. Fed. Cl. filed Sept. 12,
2013)

Plaintiff's Lawyers: Noah M. Schubert
                     Robert C. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiff's Causes of Action:

     21-1: Derivatively on behalf of FNMA, unlawful taking without
just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiff says it wants the Court to do:

     21-A: Derivatively on behalf of FNMA, finding that the United
States has unlawfully taken the private property of Fannie Mae for
public use without just compensation in violation of the Takings
Clause of the Fifth Amendment to the U.S. Constitution

     21-B: Determining and awarding Fannie Mae just compensation
for the Government's taking of its property

What's happened in court in the past year: [Consolidated with
Fisher v. United States, Case No. 13-608 (Ct. Fed. Cl.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 22
   --------------
Washington Federal, et al. v. USA, Case No. 13-385 (Ct. Fed. Cl.
filed June 10, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Steve W. Berman
                     HAGENS BERMAN SOBOL SHAPIRO LLP

Plaintiffs' Causes of Action:

     22-1: Illegal taking and/or exaction without just
compensation in violation of the U.S. Constitution
Class action status and certification

What the Plaintiffs say they want the Court to do:

     22-A: Finding that the Defendant has taken and/or illegally
exacted Plaintiffs' and the Classes' private property in violation
of the Due Process and Takings Clauses of the Constitution

     22-B: Determining and awarding Plaintiffs and the Classes
damages suffered by them by virtue of the Defendant's taking
and/or illegal exaction in the amount of $41 billion, or some
other amount to be determined at trial

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 31)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme. Once the
parties in Fairholme file a postdiscovery joint status report, the
court will issue an order in this case regarding further
proceedings.  See Doc. 44.

The next scheduled event in this case: [None at press time]


FIRST AMERICAN PAYMENT: Moody's Hikes 1st Lien Debt Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service affirmed the First American Payment
Systems, L.P.'s ("FAPS") B2 Corporate Family Rating ("CFR"), B2-PD
Probability of Default Rating ("PDR"), and Caa1 Senior Secured
Second Lien debt rating, and raised FAPS's Senior Secured First
Lien debt rating to Ba3 from B1. The outlook is stable.

Upgrades:

Issuer: First American Payment Systems, L.P.

  Senior Secured First Lien Bank Credit Facility Oct 12, 2018
  (Term Loan), Upgraded to Ba3 (LGD3) from B1 (LGD3)

  Senior Secured First Lien Bank Credit Facility Oct 12, 2017
  (Revolver), Upgraded to Ba3 (LGD3) from B1 (LGD3)

Outlook Actions:

Issuer: First American Payment Systems, L.P.

Outlook, Remains Stable

Affirmations:

Issuer: First American Payment Systems, L.P.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Senior Secured Second Lien Bank Credit Facility Apr 12, 2019
  (Term Loan), Affirmed Caa1 (LGD5)

Ratings Rationale

Over the past several quarters, FAPS has been using Free Cash Flow
("FCF") to repay debt by $10 million to $15 million per quarter,
well in excess of the $625,000 quarterly mandatory amortization on
the Senior Secured First Lien debt. Since Moody's believe that
FAPS will continue to use FCF for debt reduction, foregoing
returns to shareholders, Moody's anticipate a steady improvement
in FAPS's financial leverage, with FCF to debt (Moody's adjusted)
improving into the upper single digits and debt to EBITDA (Moody's
adjusted) declining toward 6x over the next year.

Since these repayments have reduced the First Lien debt by nearly
10% over the past three quarters, and Moody's expect FAPS to
continue repaying this debt with FCF, Moody's expect that FAPS's
capital structure will be increasingly composed of debt
subordinated to the First Lien debt. Consequently, this increasing
cushion of subordinated debt has improved the anticipated recovery
of this class of debt, resulting in a rating upgrade to Ba3 from
B1.

The B2 CFR reflects FAPS's high leverage at about 6.3x EBITDA
(Moody's adjusted), its relatively small market share, and its
exposure to smaller sized customers, which have a higher risk of
attrition and chargeback liabilities. Moreover, given the private
equity ownership, Moody's anticipate that debt to EBITDA (Moody's
standard adjustments) will remain moderate to high, varying
between 5x and 6x over the intermediate term, due to periodic
debt-funded equity distributions. Nevertheless, the rating is
supported by FAPS's focus on debt reduction and the consistent
FCF, which reflects the combination of a recurring transaction-
based revenue stream from multi-year contracts with merchants and
modest capital expenditure requirements.

The stable outlook reflects our expectation that FAPS will
generate flat to low single digit revenue growth over the next 12
to 18 months. Although Moody's expect EBITDA to be flat over the
period, as the margin benefit from the Durbin Amendment reduction
in debit interchange charges decreases following contract
renewals, Moody's expect that a return to revenue growth will
produce increasing EBITDA. Thus, over the intermediate term,
Moody's expect EBITDA and FCF to increase as FAPS benefits from
increased scale and FAPS uses FCF to repay debt, reducing the
interest expense burden over time.

The rating could be upgraded if FAPS profitably expands its market
share and maintains its conservative financial policy of foregoing
equity distributions and aggressively reducing debt. Thus, Moody's
would expect that the ratio of debt to EBITDA (Moody's adjusted)
would remain below 4.5x and FCF to debt (Moody's adjusted) would
remain at least in the low teens percent for an extended period.

The rating could be downgraded if FAPS were to experience a
weakening competitive position, as evidenced by increased customer
churn and declining margins. The rating could also be downgraded
if FAPS fails to reduce debt such that Moody's believe that debt
to EBITDA (Moody's standard adjustments) will remain above 6.5x,
or FCF to debt will remain below the mid single digits, for an
extended period.

First American Payment Systems (FAPS), based in Fort Worth, Texas,
is a merchant acquirer providing credit, debit and other
electronic payment processing services for merchants in Unites
States and Canada. FAPS is owned by private equity firm Lindsay
Goldberg.

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.


FRANKLIN PIERCE: Moody's Cuts Rating on 1998/2004 Bonds to Caa3
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Franklin
Pierce University's ("FPU") Series 1998 and 2004 bonds to Caa3
from B3. The rating for the Series 1994 bonds was also lowered to
Caa3 from Caa1. The ratings' outlook is negative.

The New Hampshire Health and Higher Education Facilities Authority
is the issuer of all the bonds.

Rating Rationale

The downgrade of the ratings is primarily due to heightened risk
of bond payment default by the university as soon as October 1,
2014. Recent failure of FPU to make a required monthly deposit to
the debt service fund, an event of default under the loan
agreement and bond indenture, is the latest sign of very weak
liquidity and fundamental solvency concerns.

The Caa3 ratings and negative outlook reflect a significant
increased probability of default and expectation of possible loss
to the bondholders given the missed interest payment, relatively
modest debt service reserve on only two bond series, and an
expectation that FPU's operations and liquidity profile will
remain weak.

In addition to the missed interest reserve payment to the trustee,
the ratings incorporate the effective subordination of a portion
of previously pledged gross receipts by the granting of a first
priority security interest in other assets to a third party bank.

Outlook

The negative outlook reflects the probability of a further
downgrade due to the increased likelihood of a bond default by the
issuer, per Moody's definition upon expiration of the forbearance
agreement and Moody's estimate of modest recovery for the
bondholders.

What Could Make The Rating Go Up

While positive rating action is not anticipated, upward movement
could result from a debt restructuring combined with a dramatic
and sustained improvement in operations and liquidity.

What Could Make The Rating Go Down

The rating could be downgraded should FPU fail to make its
principal and semi-annual interest payment on October 1, 2014 or
file for bankruptcy. Non-renewal of the line of credit by the bank
could also trigger a downgrade.

Principal Methodology

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


GENERAL MOTORS: Unveils Recall Compensation Plan
------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co.'s compensation plan for victims of 2.6 million
defective small cars would offer payments for any accidents in
which the air bags in the cars failed to deploy, and may offer
increased payouts to victims who accepted out-of-court settlements
before the auto maker recalled the vehicles.

According to the report, the nation's largest auto maker would
provide compensation checks ranging from $20,000 to several
million dollars to any driver, passenger, pedestrian or occupant
of another vehicle who can show they were hurt in a crash
involving cars GM recalled this year for faulty ignition switches.
A death would automatically be awarded $1 million for pain and
suffering above any other payments, the Journal said.

The program has no overall dollar limit, but a key condition is
that the claimants must show via police or other reports that the
vehicle's air bags didn't deploy in the crash, the Journal 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.


GENERAL MOTORS: To Recall 8.45-Mil. More Vehicles in North America
------------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. recalled another 8.5 million vehicles on
June 30, including more than 8 million for ignition-switch
defects, and said it knew of three deaths in accidents involving
the affected cars.

According to the report, the nation's largest auto maker also
boosted its projected charge to earnings for recalls in the
current quarter by $500 million to $1.2 billion.  The June 30
action boosts to about 29 million cars and trucks that GM has
recalled in North America this year?a number greater than the
company's combined U.S. sales for the years 2005 through 2013, the
Journal said.

                       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.


GOLDEN STATE MALL: Banquet Hall Deposit Claimants to Get In Line
----------------------------------------------------------------
Jose Gaspar, writing for KBAK and KBFX's Eyewitness News, reported
that dozens of people who paid huge deposits to rent a banquet
hall facility at Golden State Mall on F Street and Golden State
Highway in Bakersfield, Calif., may be victims of collateral
damage.

According to the report, Thomas Brill, attorney at the law firm
Young-Nichols, said people owed money by Golden State Mall will
have to get in line to get paid.  "Because they're considered a
general creditor, meaning they get in line with all the people who
they owe, such as electricity bills, to the mortgage and whatever
bills they have," said Brill, the report added.

Bottom line, people might never get paid back, said Mr. Brill.

Eyewitness News has tried numerous times to contact mall owner
George Molayem who reportedly lives in the Los Angeles area.  But
so far, Mr. Molayem has refused to speak with Eyewitness News.

Golden State Mall, LLC, based in Los Angeles, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 14-13941) on
March 2, 2014.  Anthony J Napolitano, Esq., at Buchalter Nemer,
P.C., served as counsel, according to the petition.  The Debtor
listed $1 million to $10 million in both assets and liabilities.
The petition was signed by George Molayem, manager and sole
member.


GRANITE BROADCASTING: S&P Affirms B CCR & Rates Term Loan BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on New York-based television broadcaster Granite
Broadcasting Corp. at 'B'.  The outlook is stable.

At the same time, S&P revised its recovery rating on the company's
senior secured term loan B to '1', indicating S&P's expectation
for very high (90%-100%) recovery in the event of default, from
'3' (50%-70% recovery expectation).  S&P subsequently raised its
issue-level rating on this debt to 'BB-' from 'B'.

Granite closed the sale of its Detroit MyNetwork TV and Buffalo
ABC stations to E.W. Scripps for $110 million on June 16.  The
company has used the proceeds to repay a significant portion of
its senior secured term loan B.  The rating action reflects the
lower amount of debt at the senior secured level of the capital
structure, based on the value of the remaining stations.

S&P's "weak" business risk profile assessment on Granite reflects
the company's small scale and its lower quality station group
compared with rated peers.  Granite's portfolio consists of an
independent TV station in the San Francisco market and major
network-affiliated stations in several smaller TV markets.  The
company lacks critical mass compared with competitors and draws
low news ratings in many of its markets, resulting in a lower
EBITDA margin.

Granite operates 11 TV stations in one large and six small and
midsize TV markets.  Its large-market station in San Francisco is
not affiliated with a major broadcast network and does not have
strong news rankings, which are disadvantages in attracting
political ad revenue and generating retransmission fees.  Although
Granite's stations reach 4% of U.S. TV households, its audience
reach declines to less than 2% excluding the San Francisco
station.  The company made progress rebuilding its EBITDA since
emerging from bankruptcy in 2007, largely through cost cuts and by
increasing its percentage of revenue from retransmission fees.

In February 2014, Granite entered into an agreement with E.W.
Scripps to sell two of its TV stations for $110 million and nine
of its stations to Quincy Broadcasting for an undisclosed amount.
The E.W. Scripps deal closed on June 16, 2014, and Granite used
the proceeds from the sale to repay debt.  S&P expects Granite to
use the proceeds from the sale to Quincy to repay its remaining
debt, at which point it will withdraw the corporate credit rating
and issue-level ratings.  The transaction is awaiting regulatory
approval and is expected to close sometime in 2014.

S&P's assessment of Granite's financial risk profile as "highly
leveraged" is based on its expectation that, pro forma for the
sale of the two station to E.W. Scripps and related term loan B
reduction, adjusted leverage will remain above 5.5x over the
intermediate term.  As of March 31, 2014, pro forma adjusted debt
to trailing-eight-quarter average EBITDA was about 5.8x and
adjusted EBITDA interest coverage was about 1.5x.  If the
remaining station sales are completed, S&P expects Granite to
repay its outstanding debt with the sale proceeds.


HAYDEL PROPERTIES: Default Cues BancorpSouth Bank to Foreclose
--------------------------------------------------------------
BancorpSouth Bank notified the Bankruptcy Court that Haydel
Properties, LP, and Gerald W. Haydel were in default to the Court
order dated April 8, 2014.

BancorpSouth Bank said that the Debtors failed to make timely
payments to the bank as stated in the order.

BancorpSouth Bank also notified the Court that it intends to seek
relief from the automatic stay and undertake appropriate
foreclosure proceedings or other action.

BancorpSouth Bank is represented by:

         Laura Henderson-Courtney, Esq.
         UNDERWOOD LAW FIRM PLLC
         340 Edgewood Terrace Drive
         Jackson, MS 39206
         Tel: (601) 326-5562
         Fax: (601)362-5673
         E-mail: lhc@underwoodlawfirm.com

                    About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.

The Debtor is represented by Robert Gambrell, Esq., at Gambrell &
Associates, PLLC, and Patrick A. Sheehan, at Sheehan & Johnson,
PLLC.

The Debtor won confirmation of its First Amended Plan of
Reorganization.  The Plan was conceived by management as an
alternative to the more drastic measures available for
restructuring the Company's debt, such as total liquidation of
equipment and properties.  The Debtor will continue to operate the
rental business and market numerous parcels of real property.


HELEN KELLER: Moody's Lowers Rating on Series 2003 Bonds to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the
rating assigned to Helen Keller Hospital's Series 2003 bonds
issued through Colbert County Northwest Alabama Healthcare
Authority. The outlook is negative.

Summary Ratings Rationale

The downgrade to Ba3 is attributable to deterioration in operating
performance and cash flow through six months fiscal year (FY)
2014. The Ba3 rating further reflects several fundamental
challenges Helen Keller faces, including the organization's small
size and recent revenue declines, a challenging payer mix with one
insurer comprising the majority of commercial insurance, and
presence of sizeable competing hospital in the service area.

Strengths

* Helen Keller's unrestricted cash balances have reached a recent
  high of $17 million. Although cash has grown primarily as a
  result of low capital spending, the higher liquidity is
  positive in light of the organization's decline in operating
  margins.

* The hospital reports a steady medical staff with no significant
  departures and expects to grow the medical staff somewhat
  through recruitment efforts.

* A new CEO and CFO will bring a new focus to the organization.

Challenges

* Operating performance weakened through six months FY 2014, with
  the operating cash flow margin falling to a very low 2.3%
  resulting in weak debt service coverage.

* If operating performance does not improve in the second half of
  the year, Helen Keller will not meet its debt service coverage
  covenant of 1.25x in FY 2014.

* Following very strong patient volume and revenue growth in FY
  2013, both volumes and operating revenue declined in FY 2014.

* There is a sizeable competitor in the service area, for-profit
  Regional Care Partners, which has committed to building a
  replacement hospital in the service area.

* The payor mix is challenging, with one insurer dominating the
  commercial market, which effectively limits annual rate
  increases Helen Keller can receive.

* Unfunded pension liability remains high relative to the
  organization's size and debt load.

OUTLOOK

The negative outlook reflects our view that operating performance
is likely to remain variable and that debt coverage and liquidity
metrics will remain weak.

What Could Make The Rating Go UP

The rating could be upgraded if Helen Keller is able to eliminate
operating losses and generate sufficient and sustainable cash
flow, over a multi-year period, in order to build liquidity and
increase capital spending.

What Could Make The Rating Go DOWN

The rating could be downgraded if operating performance and cash
flow do not improve over the near term to levels that allow for
stronger debt coverage metrics and growth in liquidity in
combination with increased capital spending.

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


HGIM CORP: S&P Affirms 'B' CCR on Continued Stable Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on New Orleans-based HGIM Corp. (Harvey
Gulf).  The outlook is stable.

"Our affirmation reflects Harvey Gulf's 'weak' business risk
profile, 'highly leveraged' financial risk profile, and 'adequate'
liquidity," said Standard & Poor's credit analyst Marc Bromberg.

The company operates in the marine services business, focusing on
support for offshore drilling rigs.  S&P considers marine services
to be highly competitive, with relatively few barriers to entry
and the potential for overcapacity.  To differentiate itself from
its peers, Harvey Gulf maintains a highly sophisticated fleet
based on deadweight capacity, feet length, and dynamically
positioned technology.  In addition, its fleet is typically newer
than its competitors', with an average age of approximately five
years.  As a result, S&P believes that over the next several
years, the company should experience healthy demand relative to
its competition, particularly in the more demanding deepwater and
ultra-deepwater market (typically between 1,000 and 12,000 feet),
where day rates tend to be higher than in the shallow water.
However, a longer term risk is that there is likely to be
substantially more high-specification OSVs that will enter the
Gulf of Mexico and compete directly against Harvey Gulf's existing
fleet.  This presents the risk that the company's day rates and
utilization could come under pressure if drilling activity in the
Gulf of Mexico does not meet our expectations.

The business profile is constrained by the company's geographic
concentration in the Gulf of Mexico.  The region has historically
represented a majority of its revenues, and S&P expects that a
vast majority of future revenues and cash flows will continue to
come from the Gulf. Activity levels have been improving since the
end of the Macondo-related moratorium, and S&P expects deepwater
rig additions for the remainder of this year.  Nevertheless, there
is a risk, in S&P's view, that incoming capacity could potentially
weigh on day rates and utilization.  Moreover, a risk of the
geographic concentration is that the company could have difficulty
moving its vessels elsewhere should drilling or exploration
activities decrease for a sustained period in the region.

The stable outlook incorporates S&P's expectation that it is
unlikely either to raise or lower the rating on HGIM (Harvey Gulf)
over the next 12 months.  S&P believes that the company's contract
coverage provides stability should day rates weaken.

S&P could lower the rating if it foresees that liquidity is
unlikely to remain adequate.  S&P believes this scenario could
occur if the company is unable to recontract its OSVs near its
forecasted day rates or if it experiences unplanned downtime on
its vessels.

An upgrade will depend on sustained FFO to debt of more than 20%.


HILEX POLY: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned ratings to Hilex Poly Co. LLC,
including a B2 corporate family rating and a B2-PD probability of
default rating. Instrument ratings are detailed below. The ratings
outlook is stable. Proceeds from the new debt raised will be used
to fund the acquisition of Duro Bag Manufacturing Co. ("Duro"), to
repay existing debt and to pay fees and expenses associated with
the transaction.

On June 11, 2014, Hilex, a manufacturer of plastic bags and film
products, entered into an agreement to acquire Duro, a
manufacturer of paper bags. The transaction is supported by a
total pro forma capitalization of $860 million (including fees and
expenses), including a $130 million equity investment by Wind
Point Partners (Wind Point) and other co-investors. The
transaction is expected to close in the second half of 2014.

Moody's took the following rating actions:

Hilex Poly Co. LLC

-- assigned corporate family rating, B2

-- assigned probability of default rating, B2-PD

-- assigned $85 million senior secured revolving credit facility
    due June 2019, B2 (LGD 3)

-- assigned $470 senior secured term loan A due June 2021, B2
    (LGD 3)

The ratings outlook is stable.

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

Ratings Rationale

The B2 Corporate Family Rating reflects the company's weak
operating margins, largely commoditized product line and high
customer concentration. The rating also reflects the expiration of
anti-dumping tariffs in the bag segment in 2015 and the potential
for further anti-bag legislation. Hilex operates in a competitive
and fragmented industry and growth in the company's primary end
market (retail bags) is low. Hilex has a high percentage of
business that is not under contract. In addition, the length of
most contracts is less than two years and costs other than raw
materials are not passed through. Approximately 40% of pro forma
sales are retail bags and the segment is expected to continue to
have low growth. The top 10 customers generate approximately one-
third of pro forma revenue and Wal-Mart generates approximately
11%. Sales and profits could suffer if the current tariffs on
imported products were eliminated or if further anti-bag
legislation were introduced.

Strengths in the company's profile include its leading position in
the plastic bag segment, long-standing relationships with blue-
chip companies and some exposure to stable end markets. Strengths
in the company's profile also include some exposure to certain
faster growing segments, a strong position in both plastic and
paper bags and a significant recycling operation. The company also
benefits from ongoing anti-dumping tariffs, which are reviewed
every five years, on imported bags. Approximately 80% of the
company's volumes in the plastic segment have monthly raw material
cost pass-through mechanisms. Hilex has some exposure to more
stable food related end markets and the faster growing natural and
organic grocery segment.

The stable ratings outlook reflects an expectation that the
integration of Duro will proceed smoothly and that there will be
little change in the anti-dumping tariffs and anti-bag legislation
over the horizon.

The ratings could be downgraded if credit metrics or liquidity
deteriorate or if the anti-dumping tariffs are not renewed in
2015. The ratings could also be downgraded if there is a
deterioration in the operating and competitive environment.
Specifically, the ratings could be downgraded if FCF to Debt falls
below 3%, EBIT margin fails to improve above 3.5%, EBIT/Interest
fails to improve above 1 times and debt to EBITDA increases above
6.5 times. The ratings could also be downgraded if there is a
significant debt financed acquisition or another dividend
recapitalization.

The ratings could be upgraded if there is a sustainable
improvement in credit metrics within the context of a stable
operating and competitive environment. Any upgrade would also be
contingent upon the maintenance of good liquidity. Specifically,
the ratings could be upgraded if the EBIT margin increases to the
high single digits, EBIT to Gross Interest Expense increases above
2.0 times, free cash flow to debt increases to the high single
digits, and Debt to EBITDA declines below 5.0 times. An upgrade
would also be contingent upon the maintenance of adequate
liquidity and stability in the operating and competitive
environment.

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

Headquartered in Hartsville, South Carolina, Hilex Poly Co LLC is
a manufacturer of plastic bag and film products, focusing
primarily on high density polyethylene (HDPE) film products and
related services. Hilex has been a portfolio company of private
equity firm Wind Point Partners since 2012. Revenues for the
twelve months ended March 31, 2014 were approximately $705 million
(proforma approximately $1.3 billion).


HMK MATTRESS: Moody's Affirms B3 CFR & Changes Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service changed HMK Mattress Holdings, LLC's
outlook to negative from stable. Concurrently, Moody's affirmed
the company's B3 Corporate Family Rating, B3-PD Probability of
Default Rating and B2 rating of the senior secured term loan.

The change in outlook to negative reflects the risk that the
company' liquidity may weaken and lease-adjusted leverage may
remain over 7 times in the near term. During Q1 2014, Sleepy's
EBITDA declined significantly, resulting in a tighter than
historical high-teens leverage covenant cushion. The company's
results have been hurt by one-time factors (severe winter weather
particularly in Sleepy's core regions, line-up changes, and the
run-out of an unsuccessful advertising campaign), as well as a mix
shift towards lower-end mattresses, sluggish traffic, and intense
competitive pressures.

"If earnings remain pressured by weak consumer spending trends and
the company does not pay down debt, covenant cushion will
tighten," said Moody's analyst Raya Sokolyanska. "In addition,
Sleepy's maximum leverage covenant steps down in December 2014."
Moody's expects new mattress rollouts, increased advertising by
Tempur Sealy, and pent-up demand for housing-related goods to
provide support for earnings in 2014. However, Sleepy's faces
difficult compares with 2013 post-hurricane Sandy sales, and
results remain dependent on successful execution in a highly
competitive environment.

Rating Actions:

Issuer: HMK Mattress Holdings, LLC

Corporate family rating, affirmed at B3

Probability of default rating, affirmed at B3-PD

Outlook, changed to negative from stable

Issuer: HMK Intermediate Holdings, LLC

$170 million senior secured term loan due 2018 affirmed at B2
(LGD 3)

Ratings Rationale

The B3 corporate family rating reflects Sleepy's high lease-
adjusted leverage, modest scale, narrow geographic footprint as a
regionally concentrated retail chain, and limited product
diversification. Its susceptibility to cyclical factors that
impact discretionary consumer spending is also a rating
constraint. The rating also reflects the company's minority
sponsorship by a private equity firm and its relatively aggressive
financial policies. At the same time, the rating incorporates the
company's strong brand recognition and competitive position within
its regions of operation, adequate liquidity, and pent-up demand
for housing-related consumer durables, including bedding products.

The negative outlook reflects the risk that liquidity may weaken
and leverage may remain elevated in the near term.

The ratings could be downgraded if Moody's come to expect same
store sales to remain negative, if margins materially decline or
liquidity erodes for any reason, including weaker covenant
cushion. Quantitatively, ratings could be downgraded if
debt/EBITDA is sustained above 7.0 times, or EBITA/interest
expense approaches 1.0 times.

The outlook could revert to stable if leverage improves
sufficiently to ensure good near-term covenant cushion despite
step-downs. An upgrade is unlikely in the near term given the
company's modest scale, aggressive financial policies and negative
ratings outlook. The ratings could be upgraded if Moody's come to
expect Sleepy's to sustain leverage below 5.5 times Moody's-
adjusted debt/EBITDA and coverage above 1.5 times EBITA/interest
expense, while profitably growing the store base.

HMK Mattress Holdings, LLC ("Sleepy's"), headquartered in
Hicksville, NY, is a specialty mattress retailer, operating
approximately 950 locations predominantly in the Northeast and
Mid-Atlantic of the United States. Store banners include Sleepy's
and Mattress Discounters. It also delivers mattresses through its
websites including sleepys.com, 1800mattress.com and mattress.com.
The company provides wholesale fulfillment services for amazon.com
and sears.com and sells wholesale to hotels and colleges. Revenues
are approximately $1 billion. Sleepy's is family- and management-
owned, and private equity firm Calera Capital has a minority stake
in the company.

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.


HUDBAY MINERALS: Moody's Affirms B3 CFR & Senior Unsecured Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed HudBay Minerals Inc.'s B3
corporate family rating (CFR), B3-PD probability of default rating
and B3 senior unsecured notes ratings, raised the company's
speculative grade liquidity rating to SGL-3 from SGL-4 and changed
the company's ratings outlook to positive from negative.

Ratings Rationale

The rating actions are driven by Moody's view that HudBay now has
sufficient liquidity to fund the remaining capital expenditures at
its current growth projects through mid-2015 with an acceptable
liquidity buffer to absorb unexpected cost overruns. As well, with
the construction of its US$1.7 billion Constancia copper mine in
Peru estimated to be over 80% complete (based on capital
commitments), and the operation significantly de-risked, Moody's
expects that cash flows from commercial production by mid-2015
will allow HudBay to rapidly de-lever to a level that could
support a higher rating. HudBay's recent agreement to acquire
Augusta Resources Corporation for $555 million is not a material
factor in the rating action as the transaction will be entirely
funded with equity (including $165 million in primary equity
proceeds HudBay received in Q1/14 as an offset to Augusta's US$100
million in debt, near term operating costs and fees). As well,
Moody's does not expect HudBay will spend a material amount of
cash to develop Augusta's Rosemont copper project until 2016, when
Constancia is in full operation.

HudBay's B3 corporate family rating is driven by its modest scale,
concentration of current production from a couple mines in Canada
and execution risks associated with finalizing development and
ramping-up output at both Constancia and Lalor, an existing zinc
and copper mine in Canada that HudBay is expanding at a cost of
$440 million. While lower production and higher costs at its
flagship 777 copper and zinc mine in Manitoba have suppressed cash
flows over the past couple of years, Moody's expects HudBay's
Manitoba operations will remain relatively low-cost and that
increasing production at Lalor and Reed (a small copper mine that
reached commercial production in Q1/14) should support a base of
cash flow until Constancia begins commercial production in Q2/15.
Once accomplished, Moody's expects the company's financial
leverage (Debt/ EBITDA) will decline from in excess of 10x in 2014
towards 3.5x by the end of 2015, with the potential for ongoing
improvement beyond that timeframe.

HudBay's liquidity is adequate (SGL-3). HudBay's expected
liquidity sources over the next 12 months total $1.2 billion,
compared to uses of $900 million, leaving $300 million available
for unexpected cost overruns at its projects. Sources include $764
million of cash (Q1/14), $50 million in cash from operations over
the next year (Moody's estimate), US$135 million of committed
streaming proceeds to be received, $50 million of Peruvian tax
refunds, US$50 million in available equipment loans at Constancia
and a new US$150 million unused revolver for Constancia (expires
2018). As well, should HudBay complete the equity funded
acquisition of Augusta, its Rosemont property would be a potential
source of additional liquidity in a stress scenario. Uses include
$800 million in capital expenditures, largely to complete its
projects, and possibly, US$100 million to retire debt at Augusta.
Moody's does not include the US$100 million bridge loan HudBay
received to refinance Augusta's debt in its liquidity analysis as
that commitment is due within one year.

Moody's loss given default methodology indicates HudBay's senior
unsecured rating should be rated one notch below its B3 CFR based
on about $350 million in prior ranking secured debt commitments,
including HudBay's $100 million revolver, and Constancia's US$150
million revolving credit facility and US$100 million term loan.
Moody's has instead assigned a B3 rating to the senior unsecured
debt in order to reduce the volatility in the instrument rating
considering the potential for credit quality improvement denoted
by the positive ratings outlook.

The positive outlook reflects Moody's view that HudBay's CFR could
move higher in the next 12 to 18 months once Constancia commences
commercial production.

HudBay's CFR could be upgraded if it brings Constancia into
commercial production both on-time and on-budget and Moody's gains
confidence that the company will sustain leverage towards 4.5x.

HudBay's CFR could be downgraded if the company experiences
material cost overruns or delays in ramping up Constancia, if the
company's liquidity becomes inadequate, or if Moody's expects the
company's leverage to remain over 7x.

The principal methodology used in this rating was the Global
Mining Industry published in May 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.

HudBay is a Canadian mining company that mines copper, zinc, and
precious metals. The company's primary operating asset is the
underground 777 mine located in Flin Flon, Manitoba. It is
currently developing a $1.7 billion copper mine in Peru
(Constancia), expanding a copper, gold and zinc mine in Manitoba
(Lalor) and recently entered into an agreement to acquire Augusta
Resources Corporation, which owns Rosemont, a copper project in
Arizona. HudBay's current annual revenues are roughly $500
million.


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

     Debtor                                   Case No.
     ------                                   --------
     IBCS Mining, Inc.                        14-61215
     944 Glen Wood Station Ln. Ste 101
     Charlottesville, VA 22901

     IBCS Mining, Inc., Kentucky Division     14-61216
     944 Glen Wood Station Lane, Suite 101
     Charlottesville, VA 22901

Chapter 11 Petition Date: June 27, 2014

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: Hon. Rebecca B. Connelly

Debtors' Counsel: Robert S Westermann, Esq.
                  HIRSCHLER FLEISCHER, P.C.
                  2100 East Cary Street
                  The Edgeworth Building
                  Richmond, VA 23223
                  Tel: 804-771-5610
                  Fax: 804-644-0957
                  E-mail: rwestermann@hf-law.com

                                 Estimated    Estimated
                                   Assets    Liabilities
                                ----------   -----------
IBCS Mining                     $10MM-$50MM  $10MM-$50MM
IBCS Mining, Inc., Kentucky     $0-$50,000   $1MM-$10MM

The petitions were signed by Edmund Scarborough, president.

List of IBCS Mining, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
American Crushers & Screens LLC                       $154,978

BB&T Bank BB&T                                        $108,523

Contracting Enterprise, Inc.                          $234,029

Duane Morris, LLP                                      $65,840

Edmund and Yvonne Scarborough                          $64,361

Environmental Design Consultants                       $57,175

First Citizens Bank                                    $51,762

Holland & Knight LLP                                  $393,588
PO Box 864084
Orlando, FL 32886-4084

J&S Consulting, LLC                                    $86,579

James River Equipment                                  $98,351

John Deere Financial                                  $721,139
PO Box 4450
Carol Stream, IL 60197-4450

KDS Contracting                                       $170,067

Michie Hamlett                                         $65,420

MR Coal Marketing & Trading, LLC                       $97,131

Norshield Security Products, LLC                      $290,582
c/o Richard E Hagerty
1850 Towers Crescent Plaza, Ste 500

Vienna, VA 22182

People's United Equipment Finance                     $148,212

Powerscreen Mid-Atlantic                               $56,282

Robert Crick Law Firm PLLC                             $55,600

Summit Engineering, Inc.                               $63,227

Willis of Tennessee, Inc.                              $76,444

List of IBCS Mining, Inc., Kentucky Division's 19 Largest
Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Appalachian States                                         $67

Art's Rental Equipment & Supply Inc.                   $84,826

BB&T                                                  $108,523

BB&T                                Judgment        $1,019,015
c/o Britteny N. Jenkins
P.O. Box 90
Roanoke, VA 24002

BB&T                                Judgment          $341,341
c/o Britteny N. Jenkins
P.O. Box 90
Roanoke, VA 24002

CT Corporation                                            $551

First Citizens Bank                                    $51,762

John Deere Construction & Forestry                     $49,716

John Deere Construction & Forestry   Equipment      $2,876,994
c/o Elizabeth Lee Thompson
250 W. Main St, Ste 2300
Lexington, KY 40507

John Deere Financial                                  $721,139
PO Box 4450
Carol Stream, IL 60197-4450

Lowe's Business Account                                 $5,734

Norman Mullins                                         $13,262

Norman Mullins                                        $628,628
348 Ascue Road
Cedar Bluff, VA 24609

Norshield Security Products, LLC                      $290,582
c/o Richard E Hagerty
1850 Towers Crescent Plaza,
Ste 500
Vienna, VA 22182

Rogers Petroleum Services, Inc.                        $19,384

Savage Trucking                                       $550,000
901 W. Legacy Center Way
Midvale, UT 84047

Trey K Electric                                         $5,157

Virginia Community Bank                                 $4,696

Williams Bros Coal Co., Inc.                          $171,950


INTELLICELL BIOSCIENCES: Gets Favorable Order in Ironridge Suit
---------------------------------------------------------------
A Summons and Complaint was filed on Aug. 8, 2013, along with a
Motion for a Temporary Restraining Order before the Supreme Court
of the State of New York, County of New York, under the caption
Intellicell Biosciences, Inc. v Ironridge Global IV, LTD., and TCA
Global Credit Master Fund, LP, Index No. 652800/13.  The Motion
sought to restrain the sale of the Company's assets.

While the Company was finalizing an amendment and waiver to that
certain Convertible Promissory Note issued by the Company in favor
of TCA Global Credit Master Fund, LP, on June 7, 2012, in the
principal amount of $500,000, the Company was advised that
Ironridge Global IV, LTD, led by Mr. John C. Kirkland, Esq.,
purportedly purchased the Note from TCA.  The Complaint and Motion
alleged that Ironridge and TCA each served the Company with a
Notice of Foreclosure and Sale, both claiming to be the "Secured
Party" of the same assets.

Given that Ironridge and TCA asserted that they would sell the
secured assets of the Company at auction on Aug. 12, 2013, the
Motion sought to temporarily restrain both parties from so doing.
On Aug. 12, 2013, Justice Sherwood, Justice of the Supreme Court,
New York County, issued a written Order granting the relief
requested, thereby restraining any sale of assets.

On Aug. 26, 2013, despite the Company's best efforts to amicably
resolve the dispute related to the Note, a subsequent hearing on
the Motion was held, at which time the Company voluntarily brought
with it to Court: (i) a certified check in the amount of $535,833
constituting payment of all principal and interest owed under the
Note; and (ii) a stock certificate constituting the facility fee
shares owed to the Secured Party pursuant to that certain Equity
Facility Agreement.  Since TCA admitted in prior court filings
that it has no remaining interest in the Note and Equity Facility
Agreement, both the check and the stock certificate were tendered
to Ironridge in open court, and counsel for Ironridge confirmed
receipt thereof to Justice Oing directly.  The Company's attorneys
argued in court that, with the exception of possible attorney's
fees owed, the Company's obligations under the transaction
documents have now been satisfied in full.

In addition, the Court found Ironridge's jurisdictional argument
to be unavailing and held that the case will remain in New York
and directed all parties to file submissions with the Court on
Sept. 10, 2013, indicating why any other monies are or are not
owed under those certain transaction documents.  Judge Oing
further directed that the Temporary Restraining Order restraining
the sale of the Company's assets will remain in place indefinitely
until further order of the Court and that the auction shall not be
rescheduled and that Ironridge will not make, post or distribute
any further advertisements, internet postings, blogs or otherwise
in relation thereto.  Finally, Judge Oing held that the balance of
the $680,000 that was being held in escrow be immediately
released.

On January 28, 2014, a Report and Recommendation was issued by
Judicial Hearing Officer Ira Gammerman and so ordered on Feb. 19,
2014.  By Notice of Motion dated March 7, 2014, the Company moved
to confirm said Report and Recommendation.  On March 31, 2014,
Ironridge cross-moved for an order rejecting the Report of
Recommendation and for an award of damages against the Company and
in favor of Ironridge in the amount of $298,310.

On June 20, 2014, the Company received the Order whereby the Court
(i) granted the Company's motion and (ii) denied Ironridge's
cross-motion.  The Court further ordered that:

    (i) Ironridge surrender to the Company stock certificate
        No. IC0369 in the amount of 4,959,613 shares of common
        stock of the Company by delivering the certificate to
        counsel of the Company within 10 calendar days of service
        of Notice of Entry of Order;

   (ii) the Company, within 10 calendar days of receipt by
        Company's counsel of the Certificate, cause its clearing
        firm to issue and deliver to Ironridge a stock certificate
        representing immediately tradeable shares in the Company
        in an amount equal to $91,912 as determined by reference
        to the Company's share price on the NASDAQ as reported by
        Bloomberg L.P. as of the Issue Date;

  (iii) if the Company cannot or does not cause its clearing house
        to issue the Facility Fee Shares, the Company will pay
        Ironridge $91,912 in immediately available funds within
        10 days of the Issue Date; and

   (iv) Ironridge's first-priority under the Security Agreement
        dated as of May 31, 2012, will continue until the earlier
        of payment by the Company to Ironridge in immediately
        available funds of $91,912 or receipt by Ironridge of the
        correct stock certificate having the tradeable value of
        $91,912.

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.

The Company's balance sheet at March 31, 2014, showed $4.09
million in total assets, $25.26 million in total liabilities and a
$21.16 million total stockholders' deficit.

                           Going Concern

"The condensed consolidated financial statements have been
prepared on a going concern basis which assumes the Company will
be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated
deficit of $61,421,672 and a working capital deficit of
$23,780,066 as of March 31, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company said in
the quarterly report for the period ended March 31, 2014.


INTERMETRO COMMUNICATIONS: Investor Buys 150,000 Preferred Shares
-----------------------------------------------------------------
An investor holding Series B Preferred Stock of InterMetro
Communications, Inc., exercised its right to purchase an
additional 150,000 shares of Series B Preferred Stock, plus a
warrant to purchase 150,000 shares of common stock at an exercise
price of $0.20 per share, for a total purchase price of $150,000.
The securities were sold in a private placement exempt from
registration under Regulation D of the Securities Act of 1933, as
amended.

                          About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

InterMetro Communications reported a net loss of $2.45 million on
$11.57 million of net revenues for the year ended Dec. 31, 2013,
as compared with net income of $699,000 on $20.06 million of net
revenues in 2012.

Gumbiner Savett Inc., in Santa Monica, California, issued a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred net losses in previous years, and as of
Dec. 31, 2013, the Company had a working capital deficit of
approximately $12,082,000 and a total stockholders' deficit of
approximately $12,426,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2014 without the completion of additional
financing.  These factors, among other things, raise substantial
doubt about the Company's ability to continue as a going concern


IRON MOUNTAIN: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Iron Mountain Incorporated's
Ba3 corporate family rating (CFR), Ba3-PD probability of default
rating, and the Ba1 and B1 senior unsecured and senior
subordinated debt ratings, respectively. As part of the ratings
action, Moody's revised Iron Mountain's ratings outlook to stable
from negative and affirmed its SGL-2 Speculative Grade Liquidity
rating.

The ratings actions were prompted by Iron Mountain's announcement
that it has received a favorable private letter ruling from the
U.S. Internal Revenue Service (IRS) with respect to its plans to
convert certain of its subsidiaries to a real estate investment
trust (REIT).

Ratings Rationale

The favorable private letter ruling by the IRS removes
uncertainties about Iron Mountain's financial policies and the
timing of its plans to convert to a REIT. The affirmation of the
Ba3 corporate family rating is based on an expectation that
immediately after conversion to a REIT, Iron Mountain's total debt
to EBITDA should begin to decline and gradually approach 5.0x
(Moody's adjusted) by mid 2016 from EBITDA growth of about 3%
annually and increased use of equity (and correspondingly lower
reliance on debt) to fund its capital requirements.

Moody's analyst Raj Joshi noted that "total debt to EBITDA will
likely increase to mid 5x in the second half of 2014 as Iron
Mountain will use incremental debt to fund previously announced
capital distributions to its shareholders in connection with its
plans to convert to a REIT."

Iron Mountain's Ba3 CFR is supported by its leading market
position in the highly fragmented North America storage and
information management market. It derives the majority of its
revenues from storage rental fees that are highly recurring in
nature and storage volumes have historically exhibited low churn.
Iron Mountain has a large and diversified customer base and its
strong brand and considerable market share in North America create
pricing power that support its high EBITDA margins.

The rating is constrained by Iron Mountain's elevated financial
leverage, especially in the context of modest organic growth
prospects for its document storage business in developed markets
which faces secular pressures resulting from the shift away from
paper towards electronic media. In addition, the company will
likely require increased levels of investments to support its
long-term growth strategy, including market share gains in
emerging markets and expansion of its data center business. The
key risk to the ratings is that stronger-than-expected headwinds
in the document storage business and elevated capital requirements
could result in leverage being sustained above 5.0x for a
protracted period of time, despite management's intentions to
reduce leverage. Moody's expects Iron Mountain to continue to
benefit from growing demand for outsourced document storage in
emerging markets. However, in mature markets where penetration
rates are higher it could become increasingly difficult for the
company to offset weak storage volumes with price increases.
Moody's expects Iron Mountain to maintain good liquidity over the
next year with substantial availability under the partially drawn
$1.5 billion revolving credit facility and ample cushion under
financial covenants in the debt agreements.

The stable ratings outlook reflects an expectation for low single
digit revenue and EBITDA growth over the next 12 to 18 months and
the maintenance of a good liquidity profile. Iron Mountain's
ratings could be downgraded if deterioration in earnings or an
increase in debt lead Moody's to believe that Iron Mountain's
total debt to EBITDA (Moody's adjusted) is unlikely to be
sustained at or below 5.0x. The rating could be also lowered if
Iron Mountain's liquidity materially weakens. Moody's could
upgrade Iron Mountain's ratings if Iron Mountain generates
sustained organic revenue growth and stable EBITDA margins, such
that total debt to EBITDA is sustained below 4.0x (Moody's
adjusted) and retained cash flow to net debt is sustained above
15%.

Outlook Actions:

Issuer: Iron Mountain Canada Operations ULC

Outlook, Changed To Stable From Negative

Issuer: Iron Mountain Incorporated

Outlook, Changed To Stable From Negative

Issuer: Iron Mountain Information Management, LLC

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Iron Mountain Canada Operations ULC

Multiple Seniority Shelf Aug 7, 2016, Affirmed (P)Ba1

C$200 million 6.125% Senior Unsecured Regular Bond/Debenture
Aug 15, 2021, Affirmed Ba1

Issuer: Iron Mountain Incorporated

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba3

Multiple Seniority Shelf Jun 27, 2016, Affirmed (P)Ba1

EUR225 million 6.75% Senior Subordinated Regular Bond/Debenture
Oct 15, 2018, Affirmed B1

$400 million 7.75% Senior Subordinated Regular Bond/Debenture
Oct 1, 2019, Affirmed B1

$550 million 8.375% Senior Subordinated Regular Bond/Debenture
Aug 15, 2021, Affirmed B1

$600 million 6% Senior Unsecured Regular Bond/Debenture Aug 15,
2023, Affirmed Ba1

$1,000 million 5.75% Senior Subordinated Regular Bond/Debenture
Aug 15, 2024, Affirmed B1

Issuer: Iron Mountain Information Management, LLC

$1,500 million Senior Secured Bank Credit Facility Jun 27, 2016,
Affirmed Ba1

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.

Iron Mountain is an international provider of information storage
and related services. Moody's expects consolidated revenues to
exceed $3.1 billion in 2014.


JFB FIRTH: Alcoa Acquisition Deal No Impact on Moody's B3 Rating
----------------------------------------------------------------
Moody's Investors Services said announcement that Alcoa plans to
acquire JFB Firth Rixson (B3/ negative) for approximately $2.85
billion has no impact on JFB Firth Rixson's debt ratings at this
time.


KLEEN ENERGY: Fitch Puts 'BB' Ratings on $730MM Loans on Watch Neg
------------------------------------------------------------------
Fitch Ratings has placed the following Kleen Energy Systems, LLC
debt on Rating Watch Negative:

   -- $435 million ($267.9 million outstanding) term loan A due
      2018 'BB';

   -- $295 million ($272.5 million outstanding) term loan B due
      2024 'BB'.

Prior to the rating action, the Rating Outlook was Negative.

The Negative Watch reflects the potential for further operational
disruptions or cost volatility to exacerbate deficiencies in
project liquidity over the short term.  Kleen's inability to repay
its outstanding working capital facility loan or deferred target
amortization in a timely manner as a result of weak operating cash
flow could result in additional borrowing.  Fitch remains
concerned that the uncertain volatility of Kleen's cost structure
and persistent operational failures could reduce financial
performance over the long-term.  Resolution of the Watch is
dependent upon further clarification of Kleen's cost profile and
demonstrated progress toward repayment of the working capital
facility loan.

KEY RATING DRIVERS

Fixed-Price Agreements: Kleen's revenues are initially derived
from fixed-price tolling and capacity agreements with investment-
grade counterparties, partially mitigating price risks through
2017.  The project remains subject to replacement power costs in
the event of a forced outage under the tolling agreement. Kleen is
vulnerable to margin risks during the post-2017 merchant period
but is not entirely dependent on market-based revenues, as
capacity payments alone should be sufficient to meet debt service
requirements.  A scheduled step-down in debt service should
moderate Kleen's energy price exposure after the tolling agreement
expires.  (Revenue Risk: Midrange)

Lack of Operational History: Kleen has not yet established a
stable cost profile or demonstrated a pattern of consistent
operating performance.  Fitch anticipates that actual costs will
exceed original projections by a wide margin, heightening the
potential impact of operational underperformance going forward.
It is uncertain whether Kleen can reliably meet target
availability and heat rate requirements to avoid contractual
penalties and maximize revenues, based on Kleen's history of
forced outages.  Favorably, Kleen benefits from commercially
proven technology operated and maintained by experienced O&M
providers. (Operation Risk: Weaker)

Low Supply Risk: Volumetric risks are minimal, as the project is
situated in a highly liquid and competitive natural gas market.
The tolling counterparty bears natural gas supply risks in the
medium term. (Supply Risk: Midrange)

Mitigated Refinancing Risk: Fitch believes it is likely that Kleen
will fully prepay the term loan A balloon payment prior to
maturity, absent persistent operational challenges.  The
supplemental amortization mechanism relies upon contracted
revenues during the tolling period, and catch-up provisions
provide some protection against temporary interruptions in cash
flow.  Kleen's debt structure otherwise incorporates standard
terms and conditions with adequate liquidity provisions.  (Debt
Structure: Midrange)

Weakened Financial Profile: Fitch-projected debt service coverage
ratios (DSCRs) range between 1.25x and 1.35x during the tolling
period under a Fitch rating case that considers a combination of
low availability, technical underperformance, and further
increases to a deteriorating cost profile.  The rating is not
constrained by financial performance during the merchant period,
primarily due to declining debt service relative to higher
projected revenues.

Peer Comparison: Kleen's credit quality is consistent with that of
other thermal projects in the 'BB' rating category.  Comparable
projects often demonstrate an uncertain cost profile, heightened
operating risks, and/or elements of merchant exposure.
Investment-grade projects with fully contracted output exhibit
considerably stronger financial profiles with rating case DSCRs
that consistently exceed 1.4x.

RATING SENSITIVITIES

Cost Stability: Demonstration of a stable cost profile would be
consistent with the rating, while further increases in costs would
heighten the project's vulnerability to operating event risks.

Performance Shortfalls: Persistently low availability, repeated
forced outages, or an accelerated degradation in heat rates could
reduce revenue and subject the project to contractual penalties.

Inability to Refinance: In the event that an outstanding balance
remains on the term loan A at maturity, market conditions and/or
project-specific factors could prevent Kleen from refinancing.

SECURITY

The collateral includes a first-priority security interest in the
ownership interests in Kleen, all real and personal property,
including Kleen's rights under the project documents, the project
accounts, and all revenues.

CREDIT UPDATE

Revenues fell far below Fitch's expectations following two severe
forced outages in the first quarter of 2014.  Kleen was forced to
draw $16 million under its working capital facility and forgo $5.8
million of target amortization payments, as operating cash flow
was insufficient to meet the first two payments of scheduled debt
service.  Kleen has resolved the technical problems and the
facility recently resumed normal operations.

A severe outage of the steam turbine resulted in approximately $25
million of lower revenue due to tolling agreement penalties and an
additional $3 million of repair costs.  The market-based penalties
were especially onerous due to the extreme winter weather during
the outage.  The entire facility was shut down between December
23rd and February 4th, when Kleen took the steam turbine offline
following several weeks of unusual vibrations.  The steam turbine
has operating normally since the repairs were completed.

In a separate incident, one of the combustion turbines caught fire
and was taken out of service on February 12th.  Kleen estimates
approximately $6 million of lost net revenue due to the timing of
the outage.  The other combustion turbine, which has not
demonstrated any technical problems and the steam turbine,
remained fully operational during the outage.  Insurance has thus
far paid for the repairs, which Kleen believes have permanently
resolved the issue.  The combustion turbine was placed back into
service at full load on June 7th.

Fitch believes that, assuming no further operational disruptions,
Kleen may have sufficient financial capacity to repay the working
capital facility loan and remain current on debt service through
the end of the year.  It is unlikely that Kleen will make target
amortization payments until 2015.  Fitch expects the 2014 DSCR
could range between 1.0x and 1.2x taking into consideration repair
costs, insurance reimbursements, additional interest costs and
repayment of the working capital loan.

Kleen is a special-purpose company created to own and operate the
project, which consists of a 620-megawatt combined-cycle electric
generating facility located near Middletown, CT.  Kleen sells
capacity under a 15-year agreement with CL&P.  Exelon Generation
Company (ExGen, Fitch IDR 'BBB+' with a Negative Watch) purchases
the facility's energy output under a seven-year tolling agreement.
Exelon Corp. Fitch IDR 'BBB+' with a Negative Watch), ExGen's
parent, has partially guaranteed ExGen's contractual obligations.


LANTHEUS MEDICAL: Moody's Hikes Corporate Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Lantheus Medical
Imaging, Inc. including the Corporate Family Rating to Caa1 from
Caa2, the Probability of Default Rating to Caa1-PD from Caa2-PD
and the senior unsecured rating to Caa1 (LGD4) from Caa2 (LGD4).
At the same time, Moody's affirmed the company's SGL-3 Speculative
Grade Liquidity Rating. Following this rating action, the rating
outlook is positive.

Ratings upgraded:

Corporate Family Rating to Caa1 from Caa2

Probability of Default Rating to Caa1-PD from Caa2-PD

Senior unsecured notes of $400 million due 2017 to Caa1 (LGD4)
from Caa2 (LGD4)

Rating affirmed:

Speculative Grade Liquidity Rating at SGL-3

"The upgrade reflects our outlook for continuing earnings
improvement driven by rising DEFINITY sales and the impact of
ongoing cost reductions, while the positive outlook considers the
potential for deleveraging pending a successful IPO and further
resolution of supply issues," stated Michael Levesque, Senior Vice
President.

Rating Rationale

Lantheus's Caa1 Corporate Family Rating reflects our expectations
of very high leverage in 2014 prior to any IPO proceeds, weak cash
flow, considerable supply risk, high customer concentration, and
headwinds on several of its franchises stemming from pricing
pressure. At the same time, quarterly revenue and earnings
performance continues to improve sequentially, albeit from
negative operating profitability related to earlier supply
challenges. These trends are supported by growth in DEFINITY,
Lantheus's ultrasound contrast imaging agent, the re-introduction
of Neurolite in late 2013, and ongoing cost reduction efforts.
Debt/EBITDA for the 12 months ended March 31, 2014 improved to 7.3
times (using Moody's adjustments) compared to 9.3 times as of
December 31, 2013, and Moody's anticipates continuing improvement
in EBITDA.

Despite these positive trends which are reflected in the upgrade,
Lantheus remains vulnerable to supply disruptions. Until a new
supplier -- Pharmalucence, Inc. -- is FDA-approved, Lantheus will
remain highly reliant on sole-supplier Jubilant HollisterStier
(JHS) for DEFINITY production, and JHS faces an unresolved FDA
warning letter. Lantheus will also remain highly reliant on the
supply of Molybdenum-99 (Moly-99), a material critical for the
manufacturing of its key nuclear products, TechneLite, Cardiolite
and Neurolite. This supply remains vulnerable. Lantheus will need
to continue diversifying away from materials supplied by the NRU
plant in Canada, which will cease medical isotope production in
2016.

The positive outlook considers the potential for further
resolution of supply issues, as well as the company's registration
statement filed on June 24, 2014 with an estimated aggregate
offering price of $125 million. Stated uses of proceeds include
debt reduction, working capital and other general corporate
purposes.

The ratings could be upgraded if a successful IPO results in
substantial deleveraging including debt/EBITDA below 5.0 times,
but an upgrade will also depend on continuation of improving
performance as well as resolution of several outstanding business
risks. These including completion of tech transfer to
Pharmalucence for DEFINITY, resolution of the JHS warning letter,
and greater diversity of Moly-99 suppliers.

Conversely, the ratings could be downgraded if supply issues or
other sales disruptions cause leverage to increase or liquidity to
weaken and jeopardize the company's ability to meet its interest
payments.

Headquartered in Billerica, Massachusetts, Lantheus Medical
Imaging, Inc. ("Lantheus") is a leading global manufacturer of
medical imaging products and a wholly-owned subsidiary of Lantheus
MI Intermediate, Inc. (the audited entity), which in turn is the
wholly-owned subsidiary of Lantheus MI Holdings, Inc. (the
"parent"). The company manufactures and distributes products
primarily for cardiovascular diagnostic imaging. Lantheus, which
was previously a subsidiary of Bristol-Myers Squibb, was acquired
by Avista Capital Partners in January 2008.

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


LONG BEACH MEDICAL: Buyer Expects to Consummate Sale Soon
---------------------------------------------------------
South Nassau Communities Hospital filed with the Bankruptcy Court
on June 20 a statement regarding a section in the asset purchase
agreement with Long Beach Medical Center.  South Nassau is the
purchaser of real property and certain personal property assets
of the Debtor, pursuant to a transaction approved by the Court on
May 22, 2014.

The buyer said the statement is a response to the Court's request
for a status report regarding efforts to satisfy the closing
condition contained in Section 10.1(p) of the APA filed with the
Court, whereby FEMA will have confirmed in a writing acceptable to
the buyer in its sole discretion that FEMA will provide funding as
determined by the buyer to be necessary to complete the buyer's
alternative use project for providing replacement health care
services in the Long Beach community.

The buyer related that it has been in regular communication with
representatives of FEMA and has made substantial progress towards
satisfaction of the FEMA Condition and expects to receive written
confirmation from FEMA within the next weeks that will satisfy the
FEMA Condition.  Although the sale transaction may not close by
June 30, 2014, the buyer does not intend to exercise its
termination rights at this time, will continue to work with the
other parties, and expects that the transaction will be
consummated as soon as all the closing conditions, including NYS
approval, are satisfied.

The buyer is represented by:

         Frank A. Oswald, Esq.
         Scott A. Griffin, Esq.
         TOGUT, SEGAL & SEGAL LLP
         One Penn Plaza, Esq., Suite 3335
         New York, NY 10119
         Tel: (212) 594-5000

As reported in the Troubled Company Reporter on May 30, 2014,
Bankruptcy Judge Alan S. Trust approved the sale of real
properties of the Debtors.  Judge Trust also authorized the
parties to modify their asset purchase agreement.

As reported in the TCR on May 20, 2014, South Nassau originally
offered $21 million for both the hospital and the affiliated 200-
bed Komanoff nursing home.  It turned out that selling the two
facilities separately generated the biggest payoff.

The TCR said South Nassau still won the hospital auction with a
bid of $10.25 million, plus the assumption of $1 million in
employee liabilities.  South Nassau will sell the hospital's
equipment and guarantee Long Beach at least $500,000.  The nursing
home went to several individuals for $15.6 million, plus
assumption of employee liabilities and as much as $1.1 million in
known or unknown health-care program debt.

The TCR noted, as a breakup fee, South Nassau receives $450,000
and repayment of as much as $4.5 million in loans it made to
finance the Chapter 11 case.

                   About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.


MACKEYSER HOLDINGS: Has Interim Approval of $1 Million DIP Loan
---------------------------------------------------------------
MacKeyser Holdings, LLC, et al., received interim authority from
U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition financing in an aggregate principal amount not to
exceed $1,052,105, from Health Evolution Partners Fund I, L.P.,
and Series F of Health Evolution Partners Co-Invest, LLC.

The DIP Loan accrues interest at 8%, and 8%, plus 2% in the event
the Debtors default.

The Debtors also obtained interim authority to use cash collateral
securing their business.  As of the Petition Date, the Debtors'
secured and unsecured debt obligations totaled approximately $58
million, composed of approximately $23 million arising in
connection with various loans and equipment financings and
approximately $35 million arising in connection with (i) notes
issued in connection with practice acquisitions, (ii) other loan
transactions, and (iii) accounts payable, accrued liabilities and
other liabilities.

A final hearing on the DIP and Cash Collateral requests will be
held on July 16, 2014, at 9:30 a.m.  Objections must be filed on
or before July 9, and must be served upon: (a) David R. Hurst,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware, as the Debtors' counsel; and (b) Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Wilmington, Delaware, as the DIP Lenders' counsel.

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/MACKEYSERdipord0624.pdf

                  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.


MACKEYSER HOLDINGS: Seeks Extension of Schedules Filing Date
------------------------------------------------------------
MacKeyser Holdings, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the deadline to file their
schedules of assets and statements of liabilities through and
until Aug. 19, 2014, in order for them to accurately complete each
of their schedules and statements.

The Debtors state, "In light of the amount of work entailed in
completing the Schedules and Statements, the substantial burdens
already imposed on management by the commencement of these Chapter
11 cases, the limited number of employees available to collect the
required information, the competing demands upon those employees,
and the time and attention the Debtors must devote to the
restructuring process, the Debtors respectfully submit that
'cause' exists to extend the deadline by 30 days, through and
including August 19, 2014."

The Debtors separately sought and obtained a Court order providing
that all persons and all foreign or domestic governmental units
are stayed, restrained and enjoined from, among other things,
commencing or continuing a judicial, administrative, or other
action or proceeding against the Debtors, including the issuance
or employment of process, that was or could have been initiated
before the Petition Date.

The Debtors sought the stay order to confirm the application of
two key protections provided by the Bankruptcy Code: the automatic
stay provisions of Section 362 and the anti-discrimination
provisions of Section 525.  The Debtors' business involves
practice management for the various professional corporations that
contract with the Debtors for the use of certain assets and the
provision of certain services.  The fact that none of the Amedco
entities are filing for bankruptcy likely will create confusion
for many of the Debtors' creditors, customers and those parties
with whom the Debtors do business requiring that an order
implementing these protections be entered by the Court.

                  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.


MACKEYSER HOLDINGS: American Legal Services OK'd as Claims Agent
----------------------------------------------------------------
MacKeyser Holdings, LLC, et al., sought and obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ American Legal Claim Services, LLC, as claims and noticing
agent to, among other things, (i) distribute required notices to
parties in interest, (ii) receive, maintain, docket and otherwise
administer any proofs of claim filed in the Chapter 11 case, and
(iii) provide other administrative services.

The firm's professionals will be paid the following hourly rates:

     Clerical                 $28-$45
     Analyst                  $75-$115
     Consultant              $100-$160
     SR Consultant           $165-$200
     Managing Director            $225

Prior to the Petition Date, the Debtors provided ALCS a retainer
in the amount of $25,000, which ALCS applied to all prepetition
invoices.

Jeffrey Pirrung, the managing director of ALCS, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                  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.


MERITOR INC: Moody's Affirms B2 CFR & Revises Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed Meritor, Inc.'s debt ratings,
including B2 Corporate Family Rating, Ba2 senior secured rating,
B3 unsecured rating, and SGL-2 speculative grade liquidity rating.
Moody's also changed the rating outlook to positive from stable.

Ratings Rationale

The revised positive outlook reflects the continuing progress
Meritor is expected to make in building a more sustainable
business model and reducing its vulnerability to the downturns in
the global truck market by implementing its M2016 strategic plan.
Key elements of this plan include: better aligning product and
service offerings with customer requirements, improving operating
efficiencies, strengthening EBITDA margins, and maintaining a
strong liquidity and balance sheet profile. Meritor's financial
performance, including its EBITDA margin, is benefiting from
effective implementation of the operational elements of the M2016
plan, and from the improving demand outlook in the North American
truck sector. Importantly, the company's EBITDA margin (reflecting
Moody's standard adjustments) has improved from 7.5% at year end
September 2012 to 11.3% for the twelve months ending March 2014,
and the margin should continue to expand moderately as the
recovery in the truck market becomes firmer. In addition, the time
frame of Meritor achieving its objective of reducing total net
debt to $1.5 billion (from a current level of $1.7 billion) should
be accelerated as a result of the $209 million in proceeds
expected to be received from an agreement reached with Eaton
Corporation to settle an antitrust lawsuit. Meritor will use most
of the $209 million to pre-fund the next three years of mandatory
pension contributions in its United States and United Kingdom
pension plans, consistent with the company's efforts to de-risk
its pension obligations and to strengthen its balance sheet.

Meritor's board has authorized a $210 million share repurchase
program. However, this program will be implemented in a manner
that is consistent with the company's balance sheet strengthening
objective. Moody's anticipates that the company will not commence
any repurchases until it has reached its $1.5 billion net debt
target. That target is not expected to be achieved until the
second half of calendar 2015.

Meritor has a sound liquidity profile supported by cash balances,
availability under committed borrowing facilities, and free cash
flow that should be moderately positive.

Future events that have the potential to support an upgrade of
Meritor's ratings include continued progress in implementing the
M2016 strategic plan and generating credit metrics (reflecting
Moody's standard adjustments) that include: solidly positive free
cash flow (compared with negative $22 million cash flow for the
twelve months through March 2014), EBIT/interest improving to
above 2.0x (1.8x at March 2014), and Debt/EBITDA approaching 4.5x
(4.7x at March 2014). Demand in the North American truck sector
has recently improved and several factors - including the age of
the truck fleet, shipment tonnage, and a strengthening housing
sector -- point to the possibility of continued recovery into
2015. Factors that will be considered in any possible upgrade of
Meritor's rating will include Moody's assessment of: a) the
sustainability of the recovery in truck demand and b) Meritor's
capacity to contend with an eventual cyclical downturn.

Events that have the potential to drive Meritor's outlook or
ratings lower include: serious missteps in implementing M2016 and
a weakening in key credit metrics with EBIT/Interest coverage
remaining at or below 1.5x

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


METRO-GOLDWYN-MAYER: S&P Cuts Secured Debt Rating to B+ on Upsize
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Metro-Goldwyn-Mayer Inc.'s senior secured term loan to '3',
indicating S&P's expectation for meaningful (50%-70%) recovery in
the event of a default, from '2'.  S&P subsequently lowered its
issue-level rating on the debt to 'B+' from 'BB-', in accordance
with its notching criteria.  The rating action follows the
company's proposal to upsize the loan to $300 million and to
extend the maturity to 2020.

S&P expects the company to use proceeds for general corporate
purposes.  Pro forma for the loan, leverage increases to about 1x
from 0.2x.  The upsizing does not affect S&P's corporate credit
rating or its positive outlook.  However, S&P could consider
revising the outlook to stable or downgrading the company by one
notch to 'B' if it become convinced that this transaction
indicates a more aggressive financial policy at MGM that includes
any special dividends or other shareholder-favoring policies.

RATINGS LIST

Metro-Goldwyn-Mayer Inc.
Corporate Credit Rating            B+/Positive/--

Downgraded; Recovery Rating Revised
                                    To            From
Metro-Goldwyn-Mayer Inc.
Senior Secured
  $300M* loan due 2020              B+            BB-
   Recovery Rating                  3             2

*Following upsize.


MICHAELS COMPANIES: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and positive outlook to Irving, Texas-based Michaels
Companies Inc.

At the same time, S&P affirmed its 'B+' issue-level ratings on
Michaels' $1.64 billion bank loan and its $850 million term loan B
both due 2020.  The '2' recovery rating, indicating S&P's
expectation for substantial recovery (70% to 90%) in the event of
default, remains unchanged.

S&P also affirmed its 'CCC+' issue-level ratings on the company's
$1 billion senior unsecured notes due 2018, $800 million PIK
toggle notes due 2018, and $510 million senior subordinated notes
due 2020.  The '6' recovery rating, indicating S&P's expectation
that noteholders would receive negligible recovery (0% to 10%) in
the event of a payment default, remains unchanged.

The positive outlook on Michaels reflects S&P's view that credit
protection measures could continue to improve over the next year,
perhaps sufficiently to reach under 5x leverage, and leading to a
reassessment of the financial risk profile to "aggressive" from
"highly leveraged".

S&P will withdraw the ratings on the $1 billion senior unsecured
notes once the IPO closes, as the issuance of the $850 million
term loan will be used to pay down the remainder of the notes.
The balance of the senior unsecured notes has been refinanced with
the upsized senior subordinated notes, which occurred earlier this
month.


MIDTOWN SCOUTS: Joint Plan of Reorganization Filed
--------------------------------------------------
Midtown Scouts Square Property, LP, and Midtown Scouts Square, LLC
filed with the Bankruptcy Court a Disclosure Statement explaining
their Joint Plan of Reorganization.

According to the Disclosure Statement:

     (1) Allowed Administrative Claims and Priority Non-Tax Claims
will be paid in cash in full;

     (2) Allowed Ad Valorem Claims of Taxing Authorities will be
paid in cash full within 30 days of the Effective Date;

     (3) Allowed Non-Tax Priority Claims, if any, will be paid in
cash in full within 30 days of the Effective Date;

     (4) Allowed Priority Tax Claims, if any, will be paid in full
within 30 days of the Effective Date including interest at the
statutory rate;

     (5) Allowed Secured Claim of Bank of Houston secured by liens
on the Office Building will be paid by pursuant to the terms of
the prepetition promissory note, with the unpaid prepetition
amount due added on to the end of the respective note;

     (6) Allowed Secured Claim of Bank of Houston secured by liens
on the Parking Garage will be paid by pursuant to the terms of the
prepetition promissory note, with the exception that the term of
the note will be extended by 60 months with the unpaid prepetition
amount due added on to the end of the respective note;

     (7) Allowed Secured Claim of the Debtors' second lien lender
(Mercantile Capital Corporation) will be converted to the
permanent SBA Debenture (504 loan) and will be paid pursuant to
terms of the pre-approved SBA note;

     (8) Allowed Non-Insider Unsecured Claims will be paid in full
with interest at 5% over 60 months beginning on the Effective Date
with quarterly distributions thereafter;

     (9) the Allowed Claims of Insiders, including any Allowed
Claim of Richey Family Limited Partnership, Todd Richey and L.E.
Richey, will be paid in full with interest at 5% over 60 months,
or in the event the Court determines that the Richey's hold an
equity interest in the Debtors, such claim will be converted to
equity;

    (10) in exchange for converting the postpetition financing
claim entitled to priority under Section 503(b)(l), his
prepetition claim of $260,624, and the Equity Infusion, Atul Lucky
Chopra will retain his 100% equity interest in the Reorganized
Debtors, or a reduced equity percentage if the Court determines
that the Richeys hold an equity interest in the Debtors.

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

     http://bankrupt.com/misc/MIDTOWNSCOUTS_148_ds.pdf

          Richey Family Unsecured Claim Fixed at $1.4MM

The Bankruptcy Court in April ordered that the Richey Family
Limited Partnership claim against Midtown Scouts Square Property,
LP, is allowed in the amount of $1,400,000.  The Court denied the
Debtors' motion to estimate at zero the equity interest of the
Richey Richey Family Limited Partnership, Ltd., LE Richey and Todd
Richey.

On June 24, 2014, the Debtors asked the Court to, among other
things, fix at $1,400,000 the Richeys' unsecured claim less
deductions for damages allegedly incurred by the Debtors.

Richey Parties filed an objection to the motion.

                       Cash Collateral Use

In April, the Debtors filed with the Bankruptcy Court a
supplemental budget regarding continuing use of cash collateral
until June 30, 2014.

The final agreed order authorized the Debtors' use of cash
collateral until Sept. 31, 2013, which was then extended until
March 31, 2014.

A copy of the suuplemental budget is available for free at:

     http://bankrupt.com/misc/MIDTOWNSCOUTS_143_budget.pdf

In an order dated April 10, 2014, the Court authorized the Debtors
to incur postpetition indebtedness from Mercantile Capital
Corporation for the continued operations and to administer and
preserve the value of the estate.

Mercantile Capital has agreed to fund the final two construction
draw payments.  The indebtedness will be secured pursuant to
Mercantile Capital's second deed of trust

                    About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally constructed
in 1975, while the second property is a 104,000-square foot eight-
storey parking garage with ground floor retail space, both in
Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the
Debtor's counsel.  Hawash Meade Gaston Neese & Cicack, LLP, serves
as special litigation counsel.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtors' bankruptcy cases.


MIG LLC: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                      Case No.
      ------                                      --------
      MIG, LLC                                    14-11605
         aka MIG, Inc.
         aka Metromedia International Group, Inc.
      5960 Fairview Road, Suite 400
      Charlotte, NC 28210

      ITC Cellular, LLC                           14-11606

Type of Business:

Debtor MIG, LLC, is a limited liability company organized under
the laws of the State of Delaware.  MIG owns 100% of the
membership interests in Debtor ITC Cellular, LLC, a Delaware
limited liability company.  ITC Cellular in turn owns 46% of the
membership interests of non-debtor International Telcell Cellular,
LLC.  International Telcell, directly and indirectly through its
wholly owned non-debtor subsidiary Telcell Wireless, LLC, owns all
the issued and outstanding equity interests of non-debtor Magticom
Ltd., the leading mobile telephony company in the Republic of
Georgia.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
captioned In re MIG, Inc., Case No. 09-12118 (KG) (Bankr. D. Del)
(the "2009 Chapter 11 Case").  On Nov. 19, 2010, the Court
confirmed the Modified Joint Second Amended Plan of
Reorganization for MIG.  The effective date of the Plan occurred
on Dec. 31, 2010.  Pursuant to the Joint Plan, MIG was converted
to a Delaware limited liability company.  The 2009 Chapter 11 Case
was closed on July 27, 2011.

Chapter 11 Petition Date: June 30, 2014

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

Judge: Hon. Kevin Gross

Debtors' Counsel:   Dennis A. Meloro, Esq.
                    GREENBERG TRAURIG, LLP
                    The Nemours Building
                    1007 North Orange Street, Suite 1200
                    Wilmington, DE 19801
                    Tel: 302-661-7000
                    Fax: 302-661-7360
                    Email: melorod@gtlaw.com

                      - and -

                    Nancy A. Mitchell, Esq.
                    Maria J. DiConza, Esq.
                    GREENBERG TRAURIG LLP
                    200 Park Avenue
                    New York, NY 10166
                    Tel: 212.801.9200
                    Fax: 212.801.6400
                    Email: mitchelln@gtlaw.com
                           diconzam@gtlaw.com

Debtors'
Financial
Advisor and
Investment
Banker:             ROTHSCHILD INC.

Debtors'
Conflict
Counsel:            COUSINS CHIPMAN AND BROWN, LLP

Debtors'
Chief
Restructuring
Officer:            NATALIA ALEXEEVA

Debtors' Claims,
Noticing Agent and
Administrative
Advisor:            PRIME CLERK LLC

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $100 million to $500 million

The petitions were signed by Natalia Alexeeva, chief restructuring
officer.

List of MIG'S 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Betty Grey                         Workers'            $37,000
                                   Compensation
                                   Settlement

Lawrence Klamon                    Supplemental        $14,922/
                                   Executive           month
                                   Retiree Plan

Ohio Bureau of                     Workers'            $4,000
Workers'                           Compensation
Compensation

Iron Mountain                      Document Storage    $3,937

John D Phillips                    Supplemental        $2,004/
                                   Executive           month
                                   Retiree Plan

Centers for Medicare               Workers'            $1,000
and Medicaid Services              Compensation

Dooley Culbertson                  Supplemental        $810/
                                   Executive           month
                                   Retiree Plan

Walter Grant                       Supplemental        $694/
                                   Executive           month
                                   Retiree Plan

John Bartels                       Supplemental        $4,340/
                                   Executive           month
                                   Retiree Plan

Victor Goetz                       Supplemental        $211/
                                   Executive           month
                                   Retiree Plan        beginning
                                                       June 1
                                                       2017

Paul Kiel                          Supplemental        $200/
                                   Executive           month
                                   Retiree Plan

John Egan                          Supplemental        $200/
                                   Executive           month
                                   Retiree Plan

Edward Granville                   Workers'            Unknown
                                   Compensation
                                   Claim

Betty Timms                        Workers'            Unknown
                                   Compensation
                                   Claim

Fred Trombley                      Workers'            Unknown
                                   Compensation
                                   Claim


MINI MASTER CONCRETE: Court Allows Sale of Dorado Equipment
-----------------------------------------------------------
The Bankruptcy Court approves the joint request of Mini Master
Concrete Services, Inc., and its creditor, General Electric
Capital of Puerto Rico to sell unused assets.

In February 2014, the Court approved the consolidation of Mini
Master and its affiliates, Master Aggregates Toa Baja Corporation
and Master Concrete Corporation, with Mini Master as the surviving
corporation.

Mini Master has assets at its Dorado plant, which it believes are
not necessary for its effective reorganization. Mini Master
received an offer from Francisco Rodriguez Berrios for the
purchase of a main substation with GE 3000 KVA, 38kV/13.3kV
non-PCB oil transformer, primary metering system, and capacitor
bank for $10,000.

The equipment is encumbered in favor of GE Capital. Proceeds of
the sale will be paid to GE Capital to reduce its secured claim
again Mini Master.

Patricia I. Varela-Harrison, Esq., at Charles A. Cuprill, P.S.C.,
in San Juan, Puerto Rico, noted that Mr. Rodriguez, a resident of
Vega Alta, has no relationship with Mini Master, or any of its
officers, directors or shareholders.

Ms. Verela-Harrison explained that maintaining the equipment is
causing expenses such as security, insurance, property taxes, and
others that are unnecessary and burdensome to the estate.

Mini Master is represented by:

     Patricia I. Varela-Harrison, Esq.
     CHARLES A. CUPRILL, P.S.C., LAW OFFICES
     356 Fortaleza Street, Second Floor
     San Juan, PR 00901
     Tel: (787)977-0515
     Fax: (787)977-0518
     E-Mail: pvarela@cuprill.com
     E-Mail: ccuprill@cuprill.com

G.E. Capital is represented by:

     Gerardo Pavia Cabanillas
     PAVIA & LAZARO, PSC
     PO Box 9746
     San Juan, PR 00908
     Tel: 787-954-9058
     Fax: 787-721-4192

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.  The
Debtor disclosed $11,125,939 in assets and $10,148,437 in
liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.


MINI MASTER CONCRETE: Court Approves IPFS Financing Deal
--------------------------------------------------------
Mini Master Concrete Services, Inc., sought and obtained the
Bankruptcy Court's authority to enter into an insurance premium
financing agreement with IPFS Corporation.

Charles A. Cuprill-Hernandez, Esq., at Charles A. Cuprill, P.S.C.,
in San Juan, Puerto Rico, explained that in the regular course of
business, Mini Master has regularly financed the cost of its
required insurance policies.

While financing is in the ordinary course of business and does not
require Court approval, IPFS Corporation, the entity which is to
finance the required insurance, insisted that permission be
obtained from the Court.

The insurance lending terms are:

    Annual Percentage Rate:      5.30%
    Finance Charge:         $2,008.48
    Amount Financed:        90,417.02
    Total of Payments:      92,425.50

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.  The
Debtor disclosed $11,125,939 in assets and $10,148,437 in
liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.


MINI MASTER CONCRETE: Court Approves Sale of Carolina Plant Assets
------------------------------------------------------------------
Mini Master Concrete Services, Inc., received a $28,000 offer from
Cantera Carmelo, Inc., for these items at its Carolina plant:

   Equipment         Type        Make/Model      Sale Price
   ---------         ----        ----------      ----------
   Clarifier         30' Tank    Phoenix           $38,761
   Vibrating Screen  Inclined    Deister 8'x20'    50,206

Charles A. Cuprill-Hernandez, Esq., at Charles A. Cuprill, P.S.C.,
in San Juan, Puerto Rico, relates that the items to be sold are
not needed for Mini Master's operations and considering the date
of their acquisition, condition and comparable items, the offer is
reasonable and fair.

At Mini Master's request, the Bankruptcy Court allows the sale of
the items to Cantera Carmelo.

The assets are encumbered in favor of the Economic Development
Bank of Puerto Rico. Thus, sale proceeds will be paid to the bank
reduce Mini Master's secured claim.

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.  The
Debtor disclosed $11,125,939 in assets and $10,148,437 in
liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.


MOMENTIVE PERFORMANCE: Changes to Backstop Commitment Deal Filed
----------------------------------------------------------------
Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and certain of the Company's wholly owned
domestic subsidiaries, on behalf of themselves and the other
Filing Subsidiaries, entered into a First Amendment to Backstop
Commitment Agreement, dated as of June 21, 2014, with the
Commitment Parties party thereto.

The original Backstop Commitment Agreement, dated as of May 9,
2014, among the Company, Holdings and the Commitment Parties,
provided, among other things, that the Commitment Parties will
provide a $600 million commitment to backstop two proposed rights
offerings to be conducted in connection with the Joint Plan of
Reorganization of the Company and its debtor affiliates.

The BCA Amendment effects certain changes to the BCA, including
among other things: (a) certain technical adjustments to
facilitate the calculation of shares issued in the Rights
Offerings, (b) changes to certain milestones and other key dates
set forth therein in order to conform to changes made to the
Eighth RSA Amendment, (c) the deletion of a provision governing
"credit-bidding" for the Debtors' assets, (d) the clarification of
the indemnification provision set forth in the BCA, (e) the
limitation of certain circumstances in which a Commitment Party
would receive the Commitment Premium (as defined in the BCA) and
(f) certain related changes.

Among others, the BCA as amended requires that:

     (a) the Debtors won approval of the BCA or the RSA prior to
11:59 p.m., New York City time on June 24, 2014; and

     (d) the Debtors won confirmation of the Plan or obtain the
BCA Consummation Approval Order prior to 11:59 p.m., New York City
time on September 14, 2014.

In connection with the BCA Amendment and as provided in the Plan,
certain entities entered into joinder agreements, pursuant to
which such entities joined and became parties to the BCA as
additional Commitment Parties thereunder.

                       Eighth Amendment to
                 Restructuring Support Agreement

The Company entered into a Restructuring Support Agreement, dated
as of April 13, 2014, among the Company, Holdings, the Filing
Subsidiaries, certain affiliates of Apollo Global Management, LLC,
and certain holders of 9% Second-Priority Springing Lien Notes due
2021 and 9.5% Second-Priority Springing Lien Notes due 2021 that
are not Apollo Entities.  The Support Agreement was subsequently
amended on several occasions in order to extend certain of the
milestones and other key dates set forth therein.

The Company entered into an Eighth Amendment to Restructuring
Support Agreement, dated as of June 21, 2014, among the Company,
Holdings, the Filing Subsidiaries, the Apollo Entities and the
Consenting Noteholders, which among other things, modified certain
of the noteholder termination events.

A copy of the First Amendment to Backstop Commitment Agreement,
dated as of June 21, 2014, among Momentive Performance Materials
Holdings Inc., Momentive Performance Materials Inc. and the
Commitment Parties party thereto, is available at
http://is.gd/94tcI2

A copy of the Eighth Amendment to Restructuring Support Agreement,
dated as of June 21, 2014, among Momentive Performance Materials
Holdings Inc., Momentive Performance Materials Inc., each of their
direct and indirect domestic subsidiaries party thereto and
certain holders of the Second Lien Notes party thereto, is
available at http://is.gd/FJGd4R

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


NATCHEZ REGIONAL: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Region 5 on June 13 appointed three creditors
of Natchez Regional Medical Center to serve on the official
committee of unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Blood Systems, Inc., d/b/a United Blood
         Services and Blood Systems Laboratories
         c/o Christopher A. Ward
         Polsinelli PC, Polsinelli LLP
         222 Delaware Ave., Suite 1101
         Wilmington, DE 19801
         Phone: (302) 252-0922
         Fax: (302) 252-0921
         Email: cward@polsinelli.com

     (2) Compliant Healthcare Technologies
         c/o Patrick F. McAllister
         Williford, McAllister & Jacobus, LLP
         303 Highland Park Cove, Suite A
         Ridgeland, MS 39157
         Phone: (601) 991-2000
         Fax: (601) 991-0859
         Email: pmcallister@wmjlaw.com

     (3) TherEx, Inc.
         c/o Phillip A. Martin
         Fultz Maddox Hovious & Dickens, PLC
         101 South Fifth Street, 27th Floor
         Louisville, KY 40202
         Phone: (502) 588-2000
         Fax: (502) 588-2020
         Email: pmartin@fmhd.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.

                        About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.


NEW BEGINNINGS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: New Beginnings Development, LLC
           fdba Teach A Rising Star, Inc.
           fdba Coronado Prep, LLC
           dba Kiddie Academy
        1149 Cathedral Ridge Street
        Henderson, NV 89052

Case No.: 14-14430

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 27, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Blvd. SO., STE 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Total Assets: $1.2 million

Total Liabilities: $1.4 million

The petition was signed by Jennifer Somers, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-14430.pdf


NEWLEAD HOLDINGS: Completes Settlement Agreement with MGP, Hanover
------------------------------------------------------------------
On June 18, 2014, NewLead Holdings Ltd. disclosed that the Company
satisfied its obligations under the $44.8 million court ordered
settlement agreement with MG Partners Limited and Hanover Holdings
I, LLC, all as more fully described in NewLead's current reports
on Form 6-K, as initially filed on December 2, 2013 and through
June 26, 2014 with respect to such court ordered settlement dated
December 2, 2013.  The Order was in accordance with a stipulation
of settlement among NewLead, MGP and Hanover, in the matter
entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case
No. 160776/2013.  Hanover commenced the Action against the Company
on November 19, 2013 to recover an aggregate of $44,822,523.85 of
past-due indebtedness of the Company which Hanover had purchased
(and validly assigned to MGP) from certain creditors of the
Company.

The Order provides for the full and final settlement of the
Action, which shall be deemed to be satisfied upon the issuance of
common shares as settlement shares until MGP received aggregate
cash proceeds from the resale of such settlement shares equal to
the sum of approximately $61.6 million, representing 137.5% of the
total amount of the Action, plus certain additional "true-up"
shares pursuant to a formula set forth in the Settlement
Agreement.  To satisfy its obligations under the Settlement
Agreement, NewLead issued an aggregate of 38,437,604 (adjusted to
give effect to the 1-for-10 and 1-for-50 reverse stock splits,
effective March 6, 2014 and May 15, 2014, respectively, or
approximately 19.2 billion shares not giving effect to the reverse
splits) common shares.  In addition, the number of Company's
common shares outstanding prior to the first issuance of common
shares to MGP was 15.8 million shares.  Not giving effect to the
reverse stock splits, the number of the Company's current common
shares outstanding would be approximately 72.27 billion shares.

As previously reported, on December 2, 2013, on Form 6-K on the
same date, the Supreme Court of the State of New York, County of
New York entered the Order approving, among other things, the
fairness of the terms and conditions of the Settlement Agreement,
by which the Company issued shares to extinguish outstanding
obligations related to one newbuilding 35,000 dwt eco-type geared
double hull Handysize dry bulk vessel, a coal wash plant in
Kentucky, USA and a mine, that includes a CSX rail load facility,
the Andy Rail Terminal, in Kentucky, USA, all of which assets have
been previously reported on.

With respect to the Vessel, as announced on December 4, 2013, the
purchase price of such vessel was $19.5 million, a portion of
which was previously paid and the past-due balance of $13.1
million is being paid by MPG in accordance with the agreement with
the original claim holder by which the claim for such past-due
amount was purchased.  Delivery of the vessel is expected in late
July or early August 2014.  As previously announced on December
18, 2013, the acquisition of the Coal Wash Plant was completed in
December 2013.  For the Five Mile mine, as previously announced on
January 9, 2014, NewLead currently has access and development
rights to such mine and the outstanding past-due amounts owed to
the original debt holders of approximately $1.7 million is being
paid by MPG in accordance with the agreements with the original
debt holders by which such past-due debt was purchased.  After all
payments have been made, NewLead intends to undertake the process
necessary to effect transfer of title to the Five Mile mine, which
it expects to conclude the transfer prior to the end of 2014.

Mr. Michael Zolotas, Chairman and Chief Executive Officer of
NewLead, stated: "We are delighted to have completed this
Settlement Agreement in just over six months.  The payment of the
debt obligations associated with the assets and other secured and
unsecured liabilities through the Settlement Agreement approved by
the court assisted in the development of a vertically integrated
shipping and commodity company.  NewLead is ready to move forward
with an enhanced balance sheet having now satisfied all of its
obligations under the court ordered Settlement Agreement."

                    About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NEWLEAD HOLDINGS: Receives NASDAQ Staff Determination Letter
------------------------------------------------------------
NewLead Holdings Ltd. on June 26 disclosed that, on June 25, 2014,
the Company received a letter from the NASDAQ Listing
Qualifications Staff of The NASDAQ Stock Market LLC notifying the
Company that the Staff has determined pursuant to its
discretionary authority set forth in Listing Rule 5101 to delist
the Company's securities based on public interest concerns raised
by certain false and misleading public disclosures made by the
Company and the fact that the Company has not demonstrated an
ability to sustain compliance with the $1.00 minimum bid price
requirement for continued listing on The NASDAQ Global Select
Market, as set forth in Listing Rule 5450(a)(1), as required by a
NASDAQ Hearings Panel decision dated January 3, 2014.  As a
separate and additional basis for delisting, the Company was
notified that it had not regained compliance, by June 23, 2014,
with the $50 million in market value of listed securities
requirement for continued listing on The NASDAQ Global Select
Market, as set forth in Listing Rule 5450(b)(2)(A).  As a result
of the foregoing, the Company's securities will be subject to
delisting unless the Company requests a hearing before the NASDAQ
Hearings Panel by July 7, 2014 to present a plan to regain
compliance and address the Staff's concerns.  NewLead intends to
timely request a hearing before the Panel.  The Company's
securities will continue to be listed on The NASDAQ Global Select
Market until such time as the Panel determination is made.

                    About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NOVITEX ACQUISITION: S&P Lowers CCR to 'B'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Novitex Acquisition LLC to 'B' from 'B+'.  The outlook
is stable.

S&P also assigned 'B' issue-level ratings to the company's
proposed $355 million six-year senior secured first-lien term loan
and $50 million revolving credit facility, with a recovery rating
of '3', indicating S&P's expectation of a meaningful (50%-70%)
recovery in the event of a payment default.  In addition, S&P
assigned a 'CCC+' issue-level rating to the company's proposed
$100 million seven-year senior secured second-lien term loan, with
a recovery rating of '6', indicating S&P's expectations of
negligible (0-10%) recovery in the event of payment default.

"We are lowering the existing issue-level rating on the first-lien
term loan and revolver to 'B' from 'BB-', and on the second-lien
term loan to 'CCC+' from 'B-'.  We are revising recovery rating on
the first-lien and revolver to '3' from '2', and leaving the '6'
recovery rating on the second-lien term loan unchanged.  We will
withdraw these issue-level and recovery ratings upon the
successful completion of the proposed financing," S&P said.

"The downgrade reflects Novitex's 'highly leveraged' financial
profile, a revision from our previous assessment of 'aggressive'
financial risk," said Standard & Poor's credit analyst Jacob
Schlanger.  "We expect leverage to exceed 6x following the
proposed shareholder dividend, compared to prior expectations in
the 4x area."

The stable outlook reflects Standard & Poor's expectations that
the company will slowly increase revenues and post modest margin
improvement.


NOVITEX ENTERPRISE: Moody's Lowers Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Novitex Enterprise Solutions'
Corporate Family Rating (CFR) to B3 from B2 following the
company's announcement that it will refinance its credit facility
and pay a $140 million distribution to its shareholders. In
October 2013, Novitex was acquired for $400 million from its
former parent, Pitney Bowes Inc. (Baa2, stable). Moody's also
downgraded the company's Probability of Default Rating (PDR) to
B3-PD from B2-PD, and assigned a B2 rating to the company's new
$355 million first lien senior secured term loan and a Caa2 rating
to the company's $100 million second lien term loan. The rating
outlook is stable. At the conclusion of the proposed refinancing,
Moody's will withdraw the existing first lien and second lien term
loan ratings.

Ratings Rationale

Novitex's B3 CFR reflects the additional financial risk caused by
the debt-financed distribution, in the midst of an ongoing
transformation of the business from the core outsourcing mail and
print operations for large enterprises into a complete product
portfolio that will seek to handle customers' physical and digital
document flow. Moody's also notes that the increased financial
leverage is occurring at a time when the company is still
transforming its operations as a standalone company, with a near-
wholesale turnover of the senior management team in the past nine
months.

Moody's believes that the changing usage of printed media by large
users in the US and Canada, along with a secular decline in
traditional mail delivery, will continue to pressure the company's
revenue growth prospects as its customers look to cut costs. The
company's revenues have declined over the last six years both when
it was part of Pitney Bowes and more recently as an independent
entity. Although Novitex believes that it is now in a better
position to seek growth opportunities, Moody's thinks that
management still faces significant hurdles in reversing the
revenue declines, while the necessary investments in
infrastructure, sales and support of the new digital document
initiatives stand to pressure free cash flow growth. In the near-
term, operating expense reductions will be the primary drivers of
free cash flow generation needed to service the high debt load.
The rating is supported by the company's long-standing, blue chip
customer base and contractual relationships which engender strong
recurring revenues, as well as an asset-light business model which
could provide a platform for strong free cash flow generation once
management stems the revenue declines and contains operating
costs.

Pro forma for the use of a portion of balance sheet cash in
connection with the dividend payment, Novitex will have adequate
liquidity. Moody's expects the company to be essentially free cash
flow break even over the next 12 to 18 months, as it continues to
incur costs to run as a stand-alone company, while reorganizing
its operations. Moody's expects the company to operate with
minimum cash balances of about $10 million. The company maintains
a $50 million revolving credit facility as a source for external
liquidity, which Moody's expects to be undrawn over the next 12
months.

The ratings for Novitex debt instruments comprise both the overall
probability of default to which Moody's assigned a PDR of B3-PD
and an average family loss given default assessment. Moody's rates
the company's senior secured credit facilities B2, LGD3. The
ratings of the senior secured credit facility benefit from the
superior collateral package that includes all assets and upstream
guarantees of subsidiaries, and a pledge of stock of the Canadian
subsidiaries. Moody's also rates Novitex's second lien term loan
Caa2, LGD5 reflecting the junior position in the capital structure
relative to the first lien senior secured debt.

Rating Actions:

Corporate Family Rating downgraded to B3 from B2

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

First Lien Senior Secured Term Loan assigned B2 (LGD 3)

First Lien Senior Secured Revolver downgraded to B2 (LGD 3) from
B1 (LGD 3)

Second Lien Senior Secured Facilities assigned Caa2 (LGD 5)

Outlook: Stable

Rating Outlook

The stable outlook reflects Moody's view that the company will
slowly delever from modest earnings growth over the next 12 to 18
months with growth in digital business lines largely offsetting
flat to declining revenues from non-digital businesses.

What Could Change the Rating - UP

Novitex's rating could be upgraded if the company exhibits strong
revenue growth, and maintains expense discipline such that the
adjusted operating margin increases to above 12% and the company
demonstrates consistently high levels of free cash flow. The
rating could also be considered for an upgrade if the company
maintains adjusted leverage below 4.5 times.

What Could Change the Rating - DOWN

Novitex's ratings could be downgraded if the company's operating
performance does not show signs of a turnaround as evidenced by an
inability to reverse persistent revenue contraction, a loss of
market share, or a decline in Novitex's competitive position. In
addition, the rating may be downgraded if Novitex's adjusted
leverage increases above 6.0 times for a sustained period,
adjusted operating margins remain below 8%, or the necessary free
cash flow to reduce debt does not materialize.

Headquartered in Stamford, Connecticut, Novitex, majority owned by
Apollo Global Management, is a provider of outsourcing mail,
print, customer communication and document management solutions to
large enterprises and the public sector across US and Canada.

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.


OIL STATES: Moody's Withdraws 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings
involving Oil States International, Inc. (OSII). The withdrawals
follow full redemption of OSII's rated senior unsecured notes,
which was completed on June 9, 2014. This rating action also
concludes the formal rating review that was initiated on August 1,
2013 after the company announced that it was going to to spin-off
its accommodations business into a standalone publicly traded
company through a tax-free distribution to OSII's shareholders.

Ratings Withdrawn:

Issuer: Oil States International, Inc.

Ba2 Corporate Family Rating

Ba2-PD Probability of Default Rating

Ba3 Senior Unsecured Notes Rating

SGL-2 Speculative Grade Liquidity Rating

Outlook Action:

Withdraw Ratings Under Review for Downgrade

The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology published in December 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.

Oil States is a leading manufacturer of products for deepwater
production facilities and subsea pipelines as well as a provider
of completion services and land drilling services to the oil and
gas industry.


OVERSEAS SHIPHOLDING: Annual Report on Savings Plan Filed
---------------------------------------------------------
Overseas Shipholding Group, Inc., filed with the Securities and
Exchange Commission an Annual Report on Form 11-K with respect to
the OSG Ship Management, Inc. Savings Plan for the fiscal year
ended December 31, 2013.  CohnReznick LLP in New York serves as
independent auditor of the Plan.

A copy of the Form 11-K report is available at http://is.gd/eveJ2y

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.

                           *     *     *

In May 2014, the Debtors won Bankruptcy Court approval of the
disclosure statement explaining their amended plan of
reorganization that effectuates the terms of an alternative plan
received from the parties under an Equity Commitment Agreement.
Those parties include certain holders of existing equity interests
of the Company representing approximately 30% of the existing
common stock of OSG.

The plan confirmation hearing is on July 18, 2014, at 9:30 a.m.,
prevailing Eastern Time. The Court has directed that objections to
confirmation of the plan should be filed by July 11, 2014.


OWENS & MINOR: MDCI Agreement No Impact on Moody's Ba1 Rating
-------------------------------------------------------------
Moody's Investors Service commented that Owens & Minor, Inc. (Ba1
stable) announced on June 25 it entered into a definitive
agreement to acquire all outstanding shares of Medical Action
Industries Inc. ("MDCI", "Medical Action") for $13.80 per share in
cash, representing a total transaction value of $208 million,
including assumed debt, net of cash. The acquisition is a modest
credit positive as it broadens Owens & Minor's service offering to
provider and manufacturer customers, counterbalanced by the
expectation for a reduction in cash and revolver availability to
fund the transaction.

The proposed acquisition, which is expected to close in the fourth
quarter of 2014, does not currently affect the ratings or the
outlook.

Owens & Minor, Inc. ("OMI"), founded 1882, is a national provider
of distribution and logistics services to the healthcare industry
and a European provider of logistics services to pharmaceutical,
life-science, and medical-device manufacturers. The company
distributes products from 70 facilities in the U.S., Europe, and
China. For the last twelve month period ended March 31, 2014, OMI
reported revenue and net income of approximately $9.1 billion and
$110 million, respectively.


PACIFIC STEEL: Littler Mendelson Approved to Handle Class Action
----------------------------------------------------------------
The Bankruptcy Court authorized Pacific Steel Casting Company, et
al., to employ Littler Mendelson P.C. as special counsel nunc pro
tunc March 10, 2014.

Littler Mendelson will represent PSC regarding all matters
necessary to finalize the Class Action Settlement and any and all
employment law related matters, including any matters involving
workers compensation claims made by current or former employees of
PSC.

The Debtor has asked that the Court enter an order granting the
motion for employment by default.

The Debtors, in their application, stated that in early 2011,
agent of the Immigration and Customs Enforcement U.S. Department
of Homeland Security (DHS) began an audit of the Pacific Steel's
Employment Eligibility Verification Forms (commonly known as I-
Forms).  The DHS audit resulted in PSC terminating nearly 200 of
its front-line manufacturing employees.  Many of the terminated
employees immediately filed worker's compensation claims against
the Company, which resulted in a four-fold increase in the
Company's workers-compensation insurance premium.

DHS audit also precipitated the filing of a wage-an-hour class
action lawsuit against PSC, entitled Roberto Rodriguez v. Pacific
Steel Casting Co. filed in Alameda county Superior Court on
Dec. 23, 2011.  Special counsel has at all times acted as the
attorney of record for the Debtor in the Class action.

Special counsel's services are required to enable PSC to
participate and conclude the proceedings in the Alameda County
Superior Court identified in the stipulation for relief from stay.

Special counsel will represent PSC in:

    1. in all matters necessary to finalize the Class Action
settlement and Class Action;

   2. any and all matters involving workers compensation claims
made by current or former employees of PSC; and

   3. any and all general employment law matters and issues for
which the Debtor determines in exercise of its business judgment
require the counseling and guidance of special counsel.

According to the Debtors, at the time of the PSC's bankruptcy
filing, special counsel is owed $6,585 for prepetition services
performed.

Ninety days prior to the filing, PSC made these payments to
special counsel:

   1. $195,553 for services rendered in the class action case;

   2. $5,672 for services rendered in a matter involving a DFEH
(Department of Fair Employment and Housing claim by employee and
creditor Maximiliano Razo;

   3. $3,353 for services rendered in two arbitration matters; and

   4. $3,024 for services rendered for general employment law
matters.

It is anticipated that these attorneys and paralegals will be
utilized by special counsel in rendering services to PSC at these
hourly rates:

         Wayne A. Hersh                       $499
         Michael E. Brewer                    $495
         William H. Weissman                  $495
         Daniel L. Thieme                     $477
         Joan M. Wakeley                      $468
         Gavin S. Appleby                     $463
         Marlene S. Muraco                    $463
         Anne Marie Waggoner                  $405
         Tarun Mehta                          $342
         Harry De Courcy                      $342
         Philip A. Simpkins                   $333

                        Non-Attorney Staff

         Anne Marie Mittelbuscher             $148
         Jennifer J. Donat                    $184

Mr. Brewer is the lead attorney managing the class action case.

Charles H. Bridges, Jr., Chief Financial Officer of PSC, and Julie
H. Rome-Banks, partner with Binder & Malter, LLP, bankruptcy
counsel to the Debtors assured the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors disclosed
$36,533,644 in assets and $47,525,070 liabilities as of the
Petition Date.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PACIFIC STEEL: Amends Schedules of Assets and Liabilities
---------------------------------------------------------
Pacific Steel Casting Company filed with the U.S. Bankruptcy Court
for the Northern District of California amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $36,533,644
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,702,529
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $990,002
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $41,832,539
                                 -----------      -----------
        Total                    $36,533,644      $47,525,070

As reported in the Troubled Company Reporter on May 30, 2014, the
Debtor disclosed $36,533,644 in assets and $47,451,378 in
liabilities.

A copy of the schedules is available for free at:

   http://bankrupt.com/misc/PACIFICSTEELCASTING_188_amendedsal.pdf

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PHI GROUP: Incurs $266,000 Loss in Quarter Ended Dec. 31, 2012
--------------------------------------------------------------
PHI Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $265,978 on $0 of consulting and advisory fee income for the
three months ended Dec. 31, 2012, as compared with a net loss of
$61,486 on $215,000 of consulting and advisory fee income for the
three months ended Dec. 31, 2011.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $444,058 on $0 of consulting and advisory fee income as
compared with a net loss of $190,064 on $390,000 of consulting and
advisory fee income for the same period last year.

The Company's balance sheet at Dec. 31, 2012, showed $1.14 million
in total assets, $10.42 million in total liabilities and a $9.28
million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/mF0LY5

                         About PHI Group

Huntington Beach, Cal.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

PHI Group reported a net loss of $5.15 million on $570,000 of
consulting and advisory fee income for the year ended
June 30, 2012, as compared with a net loss of $1.17 million on
$409,317 of consulting and advisory fee income for the year ended
June 30, 2011.

Dave Banerjee, CPA An Accountancy Corp., in Woodland Hills,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2012.  The independent auditor noted that the Company has
accumulated deficit of $35,814,955 and a negative cash flow from
operations amounting to $1,367,705 for the year ended June 30,
2012.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.


PITT PENN: Plan Confirmation Hearing Adjourned Sine Die
-------------------------------------------------------
The June 19 hearing to consider confirmation of the Chapter 11
Plan for Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC,
has been canceled.  All matters scheduled to go forward at the
hearing have been adjourned to a date to be determined.

The Debtors filed a notice of adjournment on June 17.

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

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

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

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

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

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PK FOOD: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: P.K. Food Corporation
        1973 Davis Street
        San Leandro, CA 94577

Case No.: 14-42764

Chapter 11 Petition Date: June 27, 2014

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Hon. Roger L. Efremsky

Debtor's Counsel: Reno F.R. Fernandez, Esq.
                  MACDONALD FERNANDEZ LLP
                  221 Sansome St. 3rd Fl.
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  E-mail: reno@macfern.com

                    - and -

                  Matthew Jon Olson, Esq.
                  MACDONALD FERNANDEZ LLP
                  221 Sansome St.
                  San Francisco, CA 94104
                  Tel: (415)362-0449
                  E-mail: matt@macfern.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Pisara Jiyipong, vice president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb14-42764.pdf


PRETIUM PACKAGING: S&P Withdraws 'B-' CCR at Company's Request
--------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'B-' corporate credit rating, on Missouri-based
Pretium Packaging LLC at the company's request.

RATINGS LIST

Ratings Withdrawn
                                       To        From
Pretium Packaging LLC
Corporate Credit Rating                NR        B-/Stable/--
Senior Secured                         NR        B-
  Recovery Rating                      NR        3


PRWIRELESS INC: S&P Assigns 'CCC+' Rating on $190MM Secured Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '3' recovery rating to PRWireless Inc.'s aggregate
$190 million of proposed secured credit facilities.  The 'CCC'
corporate credit rating is not immediately affected by the
issuance.  However, S&P expects to upgrade the company to 'CCC+'
shortly after the refinancing is consummated.  The '3' recovery
rating indicates S&P's expectation for "meaningful" (50% to 70%)
recovery of principal by secured debtholders in event of a
default.

S&P's view of a "vulnerable" business risk profile reflects
PRWireless's lack of a sustainable competitive advantage, intense
competition in the small and maturing Puerto Rico wireless market,
and the characteristically lower quality of the company's prepaid
customer base.  The company's "highly leveraged" financial risk
profile incorporates S&P's base-case expectation for leverage in
the mid-6x to 7x range and funds from operations to debt of 8% to
10% in 2014, with its adjustments.

RECOVERY ANALYSIS

Key analytical factors:

   -- S&P has assigned a '3' recovery rating to the company's
      proposed $190 million secured credit facility.

   -- Consistent with S&P's methodology for valuing wireless
      carriers, it has employed an enterprise value approach based
      on a multiple of projected emergence-level EBITDA as it
      yields a higher valuation than the book value of the
      company's spectrum.

   -- S&P's simulated default scenario assumes that increased
      price competition, especially from significantly larger
      operators in Puerto Rico (including AT&T Inc., T-Mobile,
      Sprint, and Claro), would impede the company's growth
      strategy and result in a decline in EBITDA to the point of
      default.

   -- In the event of a default, S&P assumes the assets could
      continue to operate as part of a reorganized entity or be
      sold separately.

Simulated default assumptions:

   -- Simulated year of default: 2015
   -- EBITDA at emergence: $26.9 million
   -- EBITDA multiple: 4x

Simplified waterfall:

   -- Net enterprise value (after 3% administrative costs): $104
      million
   -- Valuation split in % (obligors/nonobligors): 100/0
   -- Priority claims: $2 million
   -- Collateral value available to secured creditors: $103
      Million
   -- Secured first-lien debt: $198 million
   -- Recovery expectations: 50% to 70%

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

PRWireless Inc.
Corporate Credit Rating                CCC/Negative/--

New Rating

PRWireless Inc.
Senior Secured
  US$180 mil term bank ln due 2020      CCC+
  Recovery Rating                       3
  US$10 mil revolver bank ln due 2019   CCC+
   Recovery Rating                      3


QUANTUM FOODS: Private Sale of Equipment for $11.9MM Approved
-------------------------------------------------------------
The Bankruptcy Court entered an order (i) approving Quantum Foods'
entry into an asset purchase agreement with West Liberty Foods for
$11,900,000; and (ii) authorizing the private sale of the Debtor's
equipment located at facilities pursuant to the parties' asset
purchase agreement, which is dated June 11, 2014.

PNC Equipment Finance consents to the sale and conveyance of
equipment as identified on its lease with the Debtor, including
all equipment that could not be located during the PNC inspection
or were sold by the Debtors, in exchange for payment to PNC in the
amount of $500,000.

The APA provides that the purchaser will not pay the buyer's
premium or any other amount above $11,900,000 for the acquired
assets.

On June 19, TCF Equipment Finance, Inc., a secured creditor of the
Debtor, filed a supplement to its limited objection and
reservation of rights to the Debtors' sale motion.

In its limited objection, TCF stated that it provided purchase-
money financing for the Debtor to acquire one (1) Grasselli KSL
horizontal meat slicer, serial number S16R02/420, plus P2.5 slice
set and additional P4 slice set, together with all attachments and
accessories thereto -- collectively, collateral 1 -- and that
collateral 1 was presumed missing.

TCF, in its supplement to the objection, stated that the Debtor
subsequently assured TCF that Collateral 1 is not missing and is
located in the poultry department of the Debtors' headquarters,
however, Collateral 1 is still not addressed in the Debtors' sale
motion.

As reported in the Troubled Company Reporter on June 23, 2014, the
Debtor received a bankruptcy judge's approval to sell its
equipment at its two manufacturing facilities in Bolingbrook,
Illinois.  Judge Kevin Carey signed a court order authorizing the
company to sell the equipment "free and clear of liens, claims,
interests, and encumbrances."  He also overruled objections to the
sale that haven't been withdrawn or resolved.

General Electric Capital Corp. also filed objections to block
approval of the sale.  Like the PNC and TCF objections, the GECC
objections revolve around Quantum Foods' failure to get its
consent to sell equipment and how much secured creditors should be
getting paid.

To resolve the objections, Judge Carey ordered Quantum Foods to
pay $500,000 to PNC, $80,000 to TCF Equipment, and $1.9 million to
GECC.

The sale also drew flak from Sugar Creek Packing Co., First
Industrial, L.P. and Griffin Capital, which owns the two
facilities leased by Quantum Foods.

First Industrial and Griffin Capital raised the issue over whether
or not the company can sell equipment including those built into
the facilities, which under the leases belong to the landlord.

Meanwhile, Sugar Creek, which offered to buy the equipment for
$13.25 million, complained why it wasn't chosen by Quantum Foods
as buyer.

"[Quantum Foods] has a fiduciary obligation to obtain the highest
and best price for the assets, and it is evident that the bid
submitted by Sugar Creek represents the highest and best price,"
said its lawyer, Stacy Newman, Esq., at Ashby & Geddes, in
Wilmington, Delaware.

Unlike West Liberty, Sugar Creek plans to move the equipment to
its own facilities, thus, its bid is not contingent on reaching
agreement to purchase the buildings, the lawyer further said.

Quantum Foods disclosed in a previous filing that West Liberty has
separately reached agreement with Griffin Capital for the purchase
of the land, improvements and fixtures related to the facilities.

The company said some of the equipment are difficult to remove
from the facilities, and it is unlikely that any other buyer would
pay more for the equipment than the consideration set forth in its
sale agreement with West Liberty.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUECHAN INDIAN: Fitch Affirms 'B-' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings affirmed Quechan Indian Tribe's (Quechan; the tribe)
Issuer Default Rating (IDR) at 'B-'.  In addition, Fitch affirmed
a 'B/RR3' rating on Quechan's approximately $30 million in
outstanding tribal economic development bonds (TED bonds) and $30
million in the tribe's governmental project bonds (general
obligation [GO] bonds) at 'B-/RR4'.

The Rating Outlook is Stable.

The tribe in 2013 refinanced all of its $98 million in outstanding
revenue bonds with the proceeds from a $107 million five-year
credit facility (includes a $5 million outstanding revolver that
has $4.2 million outstanding as of March 31, 2014), which Fitch
does not rate.  The credit facility ranks pari passu to the TED
bonds and has additional financial covenants including: a 1.05x
fixed-charge coverage test (which includes tribal distributions),
a minimum EBITDA test, maximum capital expenditure test, and a
leverage maintenance test.  The credit agreement does permit
additional pari passu borrowings although there is a $10 million
FF&E carve-out.

KEY RATING DRIVERS:

The affirmation of Quechan's bonds and the IDR reflects the
tribe's improving credit profile, stable liquidity and the tribe's
prudent fiscal management.  Quechan's casino enterprise's
debt/EBITDA and EBITDA/debt service ratios for the latest 12-month
(LTM) period ending March 31, 2014 are 3.29x and 2.95x,
respectively, or 4.05x and 2.54x including the tribe's GO bonds.
This is largely in-line with the ratios from the same period last
year when debt/EBITDA and EBITDA/debt service for casino recourse
debt was 3.01x and 2.36x, respectively, and 3.68x and 2.11x
including the GO bonds.  However, this is below Fitch's forecasts
from last year as the interim amortization payments only partially
offset the weaker operating performance.

Liquidity is adequate with the unrestricted cash at the tribal
level providing for a bit over 12 months of operations without any
further distributions from the casino operations.  Available
liquidity on the casino side is minimal but is adequate when
taking into account the healthy free cash flow (FCF) at the casino
enterprise before distributions to the tribe and the 1.05x fixed
charge covenant in the credit agreement (subtracts the tribal
distributions from the numerator).  There are no near-term
maturities with the exception of the sizable term loan
amortization payments of $11 million - $13 million per year.
Principal payments for the TED and GO bonds do not materially come
into effect for several years, giving the Tribe more financial
flexibility in the near term as it pays down the term loan.

Fitch expects unrestricted cash levels for the Tribe to remain
stable even in light of the accelerated amortization of the term
loan and future mandatory sinking payments of the TED/GO bonds
(beginning in 2017 and 2018, respectively).  Fitch's base case
liquidity analysis incorporates LTM EBITDA levels, relatively low
amount of casino capital expenditures, and tribal expenditures
consistent with 2013.  Fitch does not give credit in the base case
for investment income being generated by the tribe's reserve funds
due to the potential volatility.  Investment income was
substantial in 2012 and 2013.

Although the credit metrics are strong relative 'B-' IDR, positive
rating pressure is precluded at this time given the near-term
headwinds, which include the Yuma, AZ's weak operating environment
and the risk of violating the credit agreement's leverage covenant
for the period ending June 30, 2014.  Also while Fitch expects
Quechan's reserves to remain stable, there is little headroom for
deterioration in casino operating performance in terms of the
adequacy of the casino transfers to cover the tribe's governmental
budget.  Quechan's current leadership is committed to maintaining
or growing its reserves, which is in contrast to three to four
years ago when the risk of the tribe depleting its reserves was a
more serious risk.

The reduced governmental spending was spearheaded by a largely new
tribal council that took office in 2011.  All seven council
members are up for re-election this year.  Fitch will monitor the
results of the election and would view the re-election of the
current council members or new council members that espouse
prudent fiscal management favorably.

The tribe's current liquidity provides a meaningful buffer against
a temporary decline in casino operations.  However, a prolonged
and/or more drastic decline in operations could force the tribe to
take further austerity measures, which could be difficult to
implement.  The casinos' revenues in 2013 fell by 6.6% largely due
to the weak local economy but management was able to incrementally
cut costs to maintain stable margins and slightly offset the
decline in EBITDA (-6% in 2013).  In the first quarter of 2014
(1Q'14), revenues and EBITDA declined by 3% and 14%, respectively,
but the quarter was affected by unfavorable slot and table game
hold and Fitch estimates that revenue and EBITDA would be close to
flat if adjusted for hold.  Fitch remains cautious on revenue
trends in the Yuma region given the consistently high unemployment
rates and conservatively forecasts low-single-digit declines in
revenue growth for Quechan's casino operations for the Fitch's
base case projection horizon.

The tribe is at risk of violating its leverage covenant during
2014; however, Fitch believes that the banks will be amicable in
providing waivers for the covenant violations given Quechan's
improving financial profile.  The leverage covenant steps down to
3.25x during 2Q'14, and continues to decline in coming years.
Fitch projects leverage to be above the covenant threshold at
period ending June 30, 3014 (3.27x) but expects leverage to
decline below the threshold by year-end 2014 as the term loan
amortizes.  Thereafter, Fitch projects leverage to be in
compliance with the covenant until 2016 when the headroom gets
tight again as the covenant steps down to 2.5x.  For year-end
2016, Fitch projects leverage at 2.61x.  In addition, the headroom
under the minimum EBITDA covenant gets tight as the covenant is
set to step up in 3Q'14 and 1Q'16.

Management expects casino operations to improve for the balance of
2014 citing revenue enhancement initiatives but said that in the
event EBITDA continues to be pressured the tribe is open to making
adjustments to its governmental spending to preserve liquidity.

TRANSACTION RATINGS

Fitch views prospects for the TED bonds in terms of probability of
default and recovery in case of default as distinctly better
relative to the GO bonds.  This is because the TED bonds are
backed by casino revenues, whereas the GO bonds are not.  The
revenue pledge is strengthened by a trustee-controlled flow of
funds that ensures the bond debt service is paid prior to any
tribal distribution.  The flow of funds is sprung if coverage
falls below 1.65x.  As of March 31, 2014, coverage of debt service
was at 2.95x.  This mechanism allows Fitch to partially segregate
the credit risk of the casino operations from the tribe, which has
a weaker credit profile.

However, the tribal credit profile is still heavily factored into
the TED bond ratings, since significant distress on the tribal
side may potentially force the TED bondholders or lenders to make
concessions to allow the tribe to maintain adequate liquidity and
critical governmental services.

RATING SENSITIVITIES:

Quechan's IDR can move toward the mid-end of the 'B' rating
category over the medium term (approximately two to three years)
as credit metrics strengthen further, tribal liquidity improves,
and/or casino EBITDA expands.

Specific rating triggers include:

Positive: Future developments that in some combination could lead
to positive rating actions include:

   -- Casino level debt/EBITDA declining and remaining below 3x
and 3.5x including the GO bonds;

   -- Tribe maintaining prudent fiscal management practices (i.e.
adjusting governmental spending to match casino distributions and
other revenue sources);

   -- Quechan maintaining or increasing tribal cash reserves.
Reserves can currently sustain roughly over 12 months of
operations without additional casino distributions;

   -- Comply with the credit agreement's financial covenants.
Absent compliance, either amend the minimum EBITDA and maximum
leverage covenants or display a track record of having these
covenants waived without significant penalties.

Negative: Future developments that in some combination could lead
to negative rating action include:

   -- Casino level debt/EBITDA ratio exceeding 4.0x (4.5x with GO
bonds) for an extended period of time;

   -- Tribe deviating from prudent fiscal management (e.g.
increases per cap payments at expense of depleting tribal
reserves);

   -- Tribal reserves declining to a point that the Tribe can only
cover about six months of operations without casino distributions.
The Tribe's cash position fluctuates seasonally (first quarter
being the highest point); therefore, there is some room for dips
in cash levels during the low months (summer);

   -- Tribe has difficulty obtaining waiver(s) for breaching
financial covenants.

Fitch has affirmed the following ratings:

Quechan Indian Tribe

   -- Long-term IDR at 'B-';
   -- Tribal economic development bonds at 'B/RR3';
   -- Governmental Project Bonds at 'B-/RR4'.


RCH INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: RCH Investments, Inc.
           dba Ray Envelope Company, Inc.
        P.O. Box 19187
        Indianapolis, IN 46219

Case No.: 14-06077

Chapter 11 Petition Date: June 27, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Debtor's Counsel: John Joseph Allman, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  E-mail: jallman@thbklaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Chris E. Hester, president.

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


REPUBLIC OF TEXAS: Chapter 11 Exit Strategy Right on Target
-----------------------------------------------------------
Republic of Texas Brands, Inc. says its Chapter 11 exit strategy
is right on target with a new beverage industry executive Tom
Shuman at the helm as the new CEO.  The planned merger with CHILL
Texas is a top priority as the Company exits voluntary Chapter 11
and details of the merger will be released after the Court
formally approves the Bankruptcy plan as early as next week.  The
synergy created with the marketing of popular hemp based products
CHILLO-energy drink and C-Swiss Iced Tea has opened a sizeable
Texan customer base and will open the gateway for an easy entry of
our own locally produced hemp-based Iced Tea drink.  Mr. Shuman's
30 years of beverage industry experience and countless marketing
contacts with retailers such as Albertsons, Wal-Mart, Sam's Club
and 7-Eleven will allow the product launch to be in many large
beverage retailers hands right from the start.

"We have finalized our new Hemp Iced Tea drink formula with the
bottler and we have decided to go with a slim line 12 ounce can
that will provide the company with attractive profit margins while
offering the consumer a competitively priced product.  Our initial
production run will be a minimum of 5,000 cases and we have
finalized the can design with the marketing company who has done
an excellent job designing the labeling on the new cans.  We have
already applied for the trademark of the new brand and we will
announce the new name of the product as soon it has cleared the
trademark office," states Mr. Shuman, the new company CEO.
"We want to once again remind our shareholders that the share
structure will be improved post Chapter 11 with a reduction of the
Authorized Shares to 400,000,000 and the Outstanding Shares will
be reduced to approximately 202,000,000 shares."

           About Republic of Texas Brands Incorporated

Republic of Texas Brands Incorporated's mission is to find the
premier cannabis and hemp industry innovators, leveraging its team
of professionals to source, evaluate and purchase value-added
companies and products, while allowing them to keep their
integrity and entrepreneurial spirit.

The company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex. Case No. 13-bk-36434) on Dec. 17, 2013.  The company
estimated assets of $0 to $50,000 and liabilities of $500,001 to
$1 million.  Judge Barbara J. Houser presides over the case.

The Debtor is represented by:

         Eric A. Liepins
         ERIC A. LIEPINS, P.C.
         12770 Coit Rd., Suite 1100
         Dallas, TX 75251
         Tel: (972) 991-5591
         E-mail: eric@ealpc.com


RESTORGENEX CORP: Files Financial Statements of Paloma Pharma
-------------------------------------------------------------
RestorGenex Corporation previously reported with the U.S.
Securities and Exchange Commission its acquisition of Paloma
Pharmaceuticals, Inc., on March 28, 2014, pursuant to an Agreement
and Plan of Merger with Paloma Merger Sub, Inc., Paloma and David
Sherris, Ph.D.  The Company amended the original report to provide
the financial statements of Paloma.

Paloma posted net income of $255,415 on $0 of revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $1.12
million on $0 of revenues during the prior year.  As of Dec. 31,
2013, the Company had $848,162 in total assets, $2.54 million in
total liabilities and a $1.69 million total stockholders' deficit.
A full-text copy of Paloma's Consolidated Financial Statements for
the years ended Dec. 31, 2013, and 2012 is available for free at:

                        http://is.gd/6EvC32

A full-text copy of the Pro Forma Consolidated Statements of
Paloma is available for free at http://is.gd/z8HYfQ

                         About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


RESTORGENEX CORP: Ally Bridge Reports 8.7% Equity Stake
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Ally Bridge Group Capital Partners II, L.P., and ABG
II-USL1 Limited disclosed that as of June 13, 2014, they
beneficially owned 1,625,000 shares of common stock of RestorGenex
corp representing 8.7 percent of the shares outstanding.  A full-
text copy of the regulatory filing is available at:

                        http://is.gd/vu3572

                         About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


REVEL AC: Has Interim $23.5 Million DIP Loan Approval
-----------------------------------------------------
Judge Gloria Burns of the U.S. Bankruptcy Court for the District
of New Jersey gave Revel AC, Inc., et al., interim authority to
obtain postpetition financing up to an aggregate principal amount
of $23.5 million, of which $1.9 million is available only for
issuance of letters of credit, from Wells Fargo Bank, N.A., as
administrative agent and collateral agent; Wells Fargo Bank, N.A.,
as letter of credit issuer; and Wells Fargo Principal Lending,
LLC, and other lenders.  The Debtors were also given interim
authority to use cash collateral securing their prepetition
indebtedness.

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/REVELdipord0620.pdf

The final hearing on the DIP Motion is scheduled for July 30,
2014, at 10:00 a.m. (EST).  The DIP financing will increase to
$41.9 million upon approval by the Court at the final hearing.
Objections to the DIP Motion must be filed no later than July 23.

Moreover, the Debtors obtained interim authority to file under
seal letters relating to fees to be paid under the DIP Documents.
The Debtors asserted in papers filed in court that the Fee Letter
must be filed under seal because it contains commercially
sensitive information, the disclosure of which could have a
"chilling effect," discouraging the DIP Lenders and other
competitor institutions from providing DIP financing to the
Debtors.  The final hearing on the Debtors' request to file the
Fee Letter under seal will be on Aug. 11, at 10:00 a.m. (EST).
Objections are due July 7.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, listing assets ranging from $500 million to $1 billion, and
the same amount of liabilities.  The case is assigned to Judge
Gloria M. Burns.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
counsel.  The Debtors' claims and noticing agent is Alixpartners,
LLP.

This is Revel AC's second trip to bankruptcy.  The company, along
with four affiliates first sought bankruptcy protection (Bankr.
D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a
prepackaged plan that reduces debt by $1.25 billion.  Less than
two months later on May 15, 2013, the 2013 Plan was confirmed and
became effective on May 21, 2013.


REVEL AC: Has Interim OK to Hire AlixPartners as Claims Agent
-------------------------------------------------------------
Judge Gloria Burns of the U.S. Bankruptcy Court for the District
of New Jersey gave Revel AC, Inc., et al., interim authority to
employ AlixPartners, LLP, as claims and noticing agent.

The Court gave the U.S. Trustee until July 19, 2014, or as
otherwise extended by agreement of the parties, to file an
objection to the employment application.  If at the expiration of
the period, no objection was filed, the Interim Order will become
final without further order from the Court.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, listing assets ranging from $500 million to $1 billion, and
the same amount of liabilities.  The case is assigned to Judge
Gloria M. Burns.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
counsel.  The Debtors' claims and noticing agent is Alixpartners,
LLP.

This is Revel AC's second trip to bankruptcy.  The company, along
with four affiliates first sought bankruptcy protection (Bankr.
D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a
prepackaged plan that reduces debt by $1.25 billion.  Less than
two months later on May 15, 2013, the 2013 Plan was confirmed and
became effective on May 21, 2013.


REVEL AC: Has Interim Authority to Pay $3.5MM to Critical Vendors
-----------------------------------------------------------------
Judge Gloria Burns of the U.S. Bankruptcy Court for the District
of New Jersey gave Revel AC, Inc., et al., interim authority to
make payments in an aggregate amount not to exceed $2.5 million,
with no one essential vendor receiving more than $385,000.

The final hearing on the motion will be held on July 11, 2014, at
10:00 a.m., prevailing Eastern Time.  Objections are due July 7.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, listing assets ranging from $500 million to $1 billion, and
the same amount of liabilities.  The case is assigned to Judge
Gloria M. Burns.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
counsel.  The Debtors' claims and noticing agent is Alixpartners,
LLP.

This is Revel AC's second trip to bankruptcy.  The company, along
with four affiliates first sought bankruptcy protection (Bankr.
D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a
prepackaged plan that reduces debt by $1.25 billion.  Less than
two months later on May 15, 2013, the 2013 Plan was confirmed and
became effective on May 21, 2013.


RICCO INC: Court Approves Report on Trustee's Sale of Assets
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia approved the results of the Chapter 11 trustee's sale by
auction of Ricco, Inc.'s real estate.

Counsel for Robert L. Johns, the trustee, reported to the Court
the results of the auction sale conducted on Nov. 13, 2013,
including that the highest bid received for the bundle of all real
estate owned by Ricco, Inc. located in West Virginia was $190,000
(plus a 5% buyer's premium of $9,500.  The highest bid was made by
William McIntyre, the purchaser.

The Ricco West virginia property will be sold without warranty, on
an "as is, where is" basis.

The trustee is also authorized to distribute the proceeds of the
sale of the Ricco West Virginia property in payment for transfer
taxes, taxes constituting a lien on the estate properties, auction
advertising expenses among others.

As reported in the Troubled Company Reporter on Dec. 17, 2013, the
Court authorized the trustee to sell:

   -- real estate consisting of the Ricco Maryland property
      for $290,000 plus 5 percent buyer's premium of $14,500; and

   -- both the Debtor's interests of 86 percent and the interest
      of the non-debtor partners of Lupa Tana Partners for
      $830,000 plus 5 percent buyer's premium of $41,500.

As reported in the TCR on Oct. 23, 2013, the Court authorized the
trustee to hire Joe R. Pyle Auction & Realty Company as auctioneer
to assist the trustee in the sale.

As reported in the TCR on Sept. 19, 2013, the real estate to be
sold consists of various parcels of surface and minerals, totaling
approximately 1,590.71 acres of surface only or surface and
minerals and 3,250.3709 acres of minerals only, located in Garrett
County, Maryland and Mineral and Grant Counties, West Virginia.

                          About Ricco Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7,
2010 (Bankr. N.D. W.V. Case No. 10-00023).  In its schedules, the
Debtor disclosed $15,162,600 in assets and $4,093,674 in
liabilities as of the Petition Date.

Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner &
Johns, PLLC, in Charleston, West Va., represent Robert L. Johns,
Chapter 11 Trustee as counsel.

David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore
and Shohl LLP, in Morgantown, W. Va., represent the Official
Committee of Unsecured Creditors as counsel.


RJS POWER: Moody's Assigns B1 Rating on $1.25BB Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a rating of B1 to RJS Power
Holdings LLC's planned $1,250 million five year senior unsecured
notes. Proceeds of the unsecured notes will be primarily used to
refinance a similar amount of secured project finance debt at
three indirect owners of certain electric generating companies,
Raven Power Finance LLC (Raven: B1 stable), Topaz Power Holdings,
LLC (Topaz: B1 negative) and Sapphire Power Finance LLC (Sapphire:
B1 negative), all of which are subsidiaries of companies owned
indirectly by affiliates of Riverstone Holdings LLC (Riverstone)
and management, and which are managed by Topaz Power Management,
LP. The positive outlook reflects the potential for upward
movement in the rating in the event that Riverstone's announced
combination with PPL Energy Supply, LLC (PPL Supply: Ba1 negative)
into a new company to be called Talen Energy Corporation (Talen)
closes as anticipated.

Ratings Rationale

The B1 rating is reflective of the financial performance,
prospects and diversity of the RJS merchant generating portfolio
which Moody's expect will provide a basis for more stable
operating and cash flow performance than that historically
observed for the individual portfolio companies. The portfolio
will sell power on an entirely merchant/competitive basis;
however, there are some legacy hedge positions at the Sapphire and
Topaz portfolios as well as some more recently placed short-term
positions. Additional cash flow stability comes from capacity
payments that will be received on the approximately two thirds of
the portfolio located in PJM and ISO-NE. The rating recognizes the
notes are being issued by a holding company, without the benefit
of upstream guarantees from the prior Raven, Sapphire and Topaz
entities, which places the lenders in a legally and structurally
subordinate position vis-...-vis the hedge counterparties at those
facilities as well as the lenders under RJS' planned $150 secured
revolving credit facility.

RJS will be formed by combining the Raven (2.6 GW), Topaz (1.9 GW)
and Sapphire (0.8 GW) merchant generating portfolios into an
entity that will hold approximately 5.3 GW of capacity in the
competitive PJM Interconnection (PJM) (3.3GW), Electric
Reliability Council of Texas (ERCOT) (1.8GW), and ISO New England
(ISO-NE) (0.1 GW) power markets. About 40% of the portfolio will
be coal-fired (2.1 GW in PJM), about 53% will be gas-fired (1.9 GW
in ERCOT, 0.8 GW in PJM, 0.1 in ISO-NE), and about 8% oil-fired
(0.4 GW in PJM). The potential advantages of this market and fuel
diversity can be exemplified by the performance of the individual
underlying portfolios during the extreme weather conditions in the
early part of 2014.

The abnormally cold "Polar Vortex" conditions in early 2014
highlighted the locational (Baltimore) and fuel advantages of the
Raven coal and oil fired merchant fleet which was able to sell
power during periods of extreme price spikes generating revenue
and cash flow that were greatly in excess of expectations. The
result was an early sweep of excess cash to repay debt and to pay
a dividend to the sponsors. On the other hand, for the gas-fired
primarily New Jersey based Sapphire assets, these same Polar
Vortex conditions led to abnormal gas basis widening and forced
outages caused by an inability for some projects to obtain natural
gas. As a result, the portfolio incurred settlement charges under
its hedges agreements that were much higher than anticipated and
led management to decide to early terminate one such agreement.

For the ERCOT based Topaz assets, weather conditions in the early
part of 2014 were less extreme, and the portfolio's financial
performance actually exceeded management's first quarter budget by
a modest amount. However, Topaz 2014 budget was set based on a
significantly more conservative view of near-term market
conditions then existed at the time of its February 2013
refinancing. In general, power prices in ERCOT continue to be
weaker than management's original expectations, and based on its
2014 budget, absent the refinancing Moody's believe it is possible
that Topaz would be in violation of its leverage covenant later in
the year.

Going forward, Moody's anticipate the results of the larger RJS
portfolio will be more stable and predictable and Moody's believe
the company is well positioned to benefit from tightening reserve
margins in both the ERCOT and PJM markets. Over the next few
years, Moody's expect RJS to demonstrate cash flow credit metrics
(funds from operations to debt and debt service coverage ratio)
that are in the mid-to-high B or low Ba scoring ranges indicated
in our rating methodology for Power Generation Projects (the
Methodology).

RJS will also benefit from operational diversification as the
portfolio will be comprised of 15 individual generating stations,
many of which have multiple units including some with dual fuel
capabilities. Overall, on average, the operating history of the
underlying portfolios has been satisfactory, but the plants are
not new (commercial operation dates range from 1956 -- 2010) and
individual annual plant performance statistics reflect the impact
of forced outages. The more recently converted (2010) combined
cycle plants at Topaz have also undergone additional maintenance
and inspections due to fleet wide turbine blade issues that are
being monitored by the equipment provider. Going forward, outages
at one or two individual units would be expected to have a smaller
impact on the overall operational and financial results of the
larger portfolio.

The portfolio will sell power on an entirely merchant/competitive
basis; however, there are some legacy hedge positions remaining at
the Sapphire and Topaz portfolios as well as some more recently
placed short-term positions. As a result, about 55% of MWs are
hedged in 2014; about 20% through 2015 and about 11% through 2016.
Moody's expect management will continue to opportunistically layer
on additional hedge positions, particularly for the prompt year,
although there is no requirement for them to do so.

The RJS notes are being issued by a portfolio holding company
without most of the traditional project finance protections
currently provided to the existing lenders at Raven, Topaz and
Sapphire, such as security, dedicated debt service reserve
facilities, control of accounts and an amortizing debt schedule.
Liquidity for RJS will be provided via a $150 million senior
secured credit facility that will rank ahead of the notes and will
contain financial covenants. In addition, although the existing
project level debt will be refinanced, hedging will continue to be
done on a secured basis and will rank prior to RJS note
obligations. The notes will contain covenants restricting things
such as additional debt, asset sales, and dividends; however they
will all have significant carve-outs or allowances and in general
are much weaker than those typically found in a secured project
financing structure. To the extent the combination with PPL occurs
as anticipated, these limited restrictions would all fall away.

On June 9, 2014, Riverstone and PPL Corporation (PPL: Baa3
positive) announced their intention to combine their merchant
power generation businesses into a new company, to be called
Talen, which would hold approximately 15 GWs of diverse generating
capacity, comprised of approximately 40% natural gas, 40% coal and
15% nuclear facilities. Should the transaction be completed as
announced, Moody's understand the RJS notes would travel to Talen
where they would become pari-passu with approximately $2.5 billion
of existing PPL Supply senior unsecured bonds. Moody's view this
potential combination of RJS into a larger, better positioned and
relatively lightly leveraged family as a credit positive.

The rating outlook is positive reflecting the potential upward
movement in the rating that Moody's believe would likely occur if
the announced combination with PPL Supply occurs as generally
anticipated. Moody's understand that closing is anticipated to
occur by the second quarter of 2015.

Given the positive outlook, downward movement in the rating over
the near-to-medium term is viewed as unlikely; however, persistent
weakness in power markets, significant increase in unplanned
outages or significant increases in costs relating to
environmental or other expenditures could produce negative rating
pressure. An addition of debt, or sustained reduction in cash flow
that leads us to expect the ratio of funds from operations to debt
to remain near the lower end of the B scoring range indicated in
the Methodology could also lead to downward rating movement.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows.

Moody's intends to withdraw the ratings at Raven, Topaz, and
Sapphire shortly after the closing of the RJS notes and the
subsequent repayment of debt at each of the Riverstone project
entities.

RJS is owned indirectly by affiliates of Riverstone and management
and holds indirectly the approximately 5.3 GW of generating
capacity of Raven, Topaz and Sapphire at 15 sites located in
Maryland, Texas, New Jersey, Pennsylvania and Massachusetts. The
assets are managed by Topaz Power Management, LP.

The methodologies used in this rating were Power Generation
Projects published in December 2012, and Unregulated Utilities and
Power Companies published in August 2009.


SABERCAT NEIGHBORHOOD: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Sabercat Neighborhood Center, LLC
        1820 Elmwood Road
        Hillsborough, CA 94010

Case No.: 14-30972

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 27, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Dennis Montali

Debtor's Counsel: Gregory A. Rougeau, Esq.
                  DIAMOND MCCARTHY LLP
                  150 California St. #2200
                  San Francisco, CA 94111
                  Tel: (415) 283-1776
                  E-mail: grougeau@diamondmccarthy.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Victor Lo, authorized agent.

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


SERVICEMASTER CO: Moody's Affirms 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed The Servicemaster Company,
LLC's B3 Corporate Family rating ("CFR"), B3-PD Probability of
Default rating ("PDR"), Caa1 senior unsecured (guaranteed), Caa2
senior unsecured (not guaranteed) and SGL-2 Speculative Grade
Liquidity rating ("SGL"). In addition, the senior secured ratings
were changed to definitive B2 from (P)B2 upon pricing of the
company's initial public offering. Moody's also revised the
ratings outlook to stable from negative.

On June 26, 2014, Servicemaster raised approximately $600 million
of cash proceeds from an initial public offering of primary shares
("IPO"). The IPO is a condition to the closing of the new senior
secured revolving credit facility due 2019 and senior secured term
loan due 2021, which Moody's expects will close once the IPO
funds. The IPO and new term loan proceeds will be used to repay
the existing senior secured debt, redeem a portion of the existing
senior unsecured notes due 2020, pay related fees and expenses and
add to balance sheet cash. The ratings on the existing senior
secured debt will be withdrawn when they are repaid.

Ratings Rationale

Following the IPO, Moody's expects ServiceMaster to remain highly
leveraged, with debt to EBITDA (after Moody's standard
adjustments) of about 7.0 times expected for the year ending 2014.
However, Moody's anticipates ServiceMaster will remain profitable,
generate at least $450 million of EBITDA, $100 million of free
cash flow and maintain its leading position in its termite and
pest management and home warranty businesses, lending support to
the ratings. Moody's considers ServiceMaster's liquidity good.

The change to a stable ratings outlook reflects Servicemaster's
reduced financial leverage and greater operating flexibility after
the IPO that Moody's believes will provide ServiceMaster with time
to attempt to reverse customer count declines at Terminix. The
ratings could be downgraded if Servicemaster's steady revenue and
profit growth trajectory is interrupted, leading to free cash flow
declines and diminished liquidity. The ratings could be upgraded
if, through steady revenue and profitability growth in major
business segments, ServiceMaster reduces financial leverage and
grows free cash flow, while maintaining good liquidity and
balanced financial policies. If Moody's expects debt to EBITDA and
free cash flow to debt will be sustained at less than 5.5 times
and above 5%, respectively, the ratings could be raised.

Affirmations:

Issuer: ServiceMaster Company, LLC (The)

Corporate Family rating, B3

Probability of Default rating, B3-PD

Speculative Grade Liquidity rating, SGL-2

Senior Unsecured Bond due August 15, 2020, Affirmed Caa1

Senior Unsecured Bond due February 15, 2020, Affirmed Caa1

Issuer: ServiceMaster Company (The) (Old)

Senior Unsecured Bond/ due March 1, 2038, Affirmed Caa2

Senior Unsecured Bond due March 1, 2018, Affirmed Caa2

Issuer: ServiceMaster Company LimitedPartnership(The)

Senior Unsecured Bond due August 15, 2027, Affirmed Caa2

Changed to definitive:

Issuer: ServiceMaster Company, LLC (The)

Senior Secured Revolving Credit Facility due 2019, B2

Senior Secured Term Loan due 2021, B2

Outlook Actions:

Issuer: ServiceMaster Company, LLC (The)

Issuer: ServiceMaster Company (The) (Old)

Issuer: ServiceMaster Company Limited Partnership(The)

Outlook, Changed To Stable From Negative

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.

ServiceMaster is a national provider of termite and pest control,
home service contracts, cleaning and disaster restoration, house
cleaning, furniture repair and home inspection products and
services through company-owned operations and franchise licenses.
Brands include: Terminix, American Home Shield (AHS),
ServiceMaster Clean, Merry Maids, Furniture Medic and AmeriSpec.


SERVICEMASTER CO: S&P Ups CCR to 'B' on Stronger Credit Measures
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Memphis-based The ServiceMaster Co. LLC to 'B' from
'B-', and removed the rating from CreditWatch, where S&P placed it
with positive implications on May 8, 2014.  The outlook is stable.

"At the same time, we raised our issue ratings on the group's
legacy senior secured facilities to 'B+' from 'B'.  The recovery
rating on these facilities is '2', indicating our expectation for
modest recovery (70% to 90%) for lenders in the event of a payment
default.  We also raised our issue ratings on the group's legacy
senior unsecured notes to 'B-' from 'CCC+'.  The '5' recovery
rating on these notes indicates our expectation for modest
recovery (10% to 30%) for lenders in the event of a payment
default.  Concurrently, we removed the legacy secured and
unsecured ratings from CreditWatch, where they were placed with
positive implications on May 8, 2014," S&P said.

In addition, S&P affirmed its 'B+' issue-level ratings on
ServiceMaster's proposed senior secured $300 million revolving
credit facility and $1.825 billion term facilities.  The recovery
rating on these facilities is '2'.  Proceeds from the proposed
credit facility will be used for debt repayment.  These ratings
are subject to review upon receipt and review of final
documentation.

"The upgrade reflects ServiceMaster modestly strengthening its
credit metrics and our expectation the operating performance will
improve given the spin-off of its underperforming TruGreen
business," said Standard & Poor's credit analyst Linda Phelps.

On June 26, 2014, the company successfully completed an IPO,
raising about $700 million in gross proceeds, which will be used
to reduce its currently high debt levels.  "We estimate pro forma
for the transactions that debt to EBITDA will be about 7x, down
from 7.8x for the 12 months ended March 31, 2014," said
Ms. Phelps.  "Moreover, the company's operating efficiency and
profitability will improve as a result of the TruGreen spin-off.
Therefore, we forecast gradual improvements in credit measures
over the next two years."

The ratings reflect S&P's view that ServiceMaster has a "weak"
business risk profile and "highly leveraged" financial risk
profile.  The business risk assessment incorporates
ServiceMaster's participation in fragmented and highly competitive
businesses and its vulnerability to declines in economic
conditions, particularly given the discretionary nature of
commercial and consumer spending for its services.  S&P's
financial risk assessment reflects its expectation that leverage
will remain near 7x and funds from operations (FFO) to total debt
will be less than 8% over the next 12 to 24 months.  S&P believes
that credit protection measures will improve only slightly over
time, remaining consistent with a highly leveraged financial risk
profile.


SEVEN COUNTIES: Court Approves Use of Fifth Third Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court approves Seven Counties Services, Inc.'s
continued use of cash collateral of Fifth Third Bank.

Seven Counties' obligations to Fifth Third include:

   (a) obligations under a revolving line of credit with Fifth
       Third as evidenced by a revolving note executed on
       October 25, 2010;

   (b) obligations under reimbursement agreements dated
       February 1, 1999, December 1, 2005, and December 1, 2011,
       in connection with which Fifth Third issued letters of
       credit to secure bonds for which Bank of New York Mellon is
       the bond trustee.

Seven Counties' obligations are secured by first priority mortgage
liens in real property. In addition, Fifth Third claims a first
priority security interest in Seven Counties' cash collateral to
secure amounts owed.

Fifth Third filed a UCC-1 financing statement filed with the
Kentucky Secretary of State on May 29, 2007. At the time of the
bankruptcy filing, Seven Counties and Fifth Third believe the
amount owed under the note was $1,580,000. The automatic stay
provided by Section 362 of the Bankruptcy Code was lifted to allow
Fifth Third to set off $1,580,000 from Seven Counties' operating
account against the principal and interest amount due pursuant to
the note.

Fifth Third claims the letters of credit principal exposure is
$5.5 million. The Bank of New York has not applied the letters of
credit to the bond obligations.

Seven Counties' authority to use cash collateral is subject to
these conditions:

   (a) it will operate in substantial compliance with the budget,
       which it may modify, but only with the prior written
       consent of Fifth Third, provided, however, that it will not
       make any capital expenditure in excess of $50,000 unless
       it first obtains authority from the Court; and

   (b) it will deposit all cash collateral either at Fifth Third
       or in one or more segregated debtor-in-possession deposit
       accounts, with the financial institution holding the
       account(s) having no rights of offset or other rights,
       except as necessary to cover customary fees and
       postpetition draws on the deposit account.

Seven Counties is represented by:

     David M. Cantor, Esq.
     Neil C. Bordy, Esq.
     Charity B. Neukomm, Esq.
     Tyler R. Yeager, Esq.
     James E. McGhee III, Esq.
     SEILLER WATERMAN LLC
     22nd Floor-Meidinger Tower
     462 S. Fourth Street
     Louisville, KY 40202
     Telephone: (502) 584-7400
     Facsimile: (502) 583-2100
     E-mail: cantor@derbycitylaw.com
             bordy@derbycitylaw.com
             neukomm@derbycitylaw.com
             yeager@derbycitylaw.com
             mcghee@derbycitylaw.com

Fifth Third Bank is represented by:

     Brian H. Meldrum
     STITES & HARBISON PLLC
     400 West Market Street, Suite 1800
     Louisville, KY 40202
     Telephone: (502) 587-3400
     Facsimile: (502) 587-6391
     E-mail: bmeldrum@stites.com

          - and -

     Robert C. Goodrich, Jr.
     Stites & Harbison PLLC
     401 Commerce Street, Suite 800
     Nashville, TN 37219
     Telephone: (615) 782-2200
     Facsimile: (615) 782-2371
     Counsel for Fifth Third Bank

                     About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.  Seiller Waterman LLC serves as the
Debtor's counsel.  Judge Joan A. Lloyd presides over the case.

Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have
been retained by the Debtor as special counsel.  Hall, Render,
Killian, Heath & Lyman, PLLC, is special counsel to represent and
advise it in the implementation of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.


SHELBOURNE NORTH WATER: Perkins+Will Seeks Dismissal of Case
------------------------------------------------------------
A creditor of Shelbourne North Water Street L.P. asked the U.S.
Bankruptcy Court for the Northern District of Illinois to dismiss
the company's Chapter 11 case or convert it to a Chapter 7
liquidation.

Perkins+Will, Inc. said the company is in dissolution, therefore,
is not "eligible" to be in Chapter 11 protection.

In its motion filed with the court, Perkins+Will explained how the
dissolution of Trentor, an Irish company, "launched a cascade of
dissolutions through [SNWS'] corporate structure."

According to the filing, Trentor, a sole member of Shelbourne
North Water Management LLC, was dissolved in 2012 and ceased to be
a member of the company, which is reportedly the sole general
partner of SNWS.

Trentor's dissolution caused Shelbourne to be dissolved,
triggering the withdrawal of the company as SNWS' general partner
and resulting in the dissolution of SNWS, Perkins+Will said in the
filing.

                        SNWS Objects

Attorney for SNWS, Joseph Frank, Esq., at Frankgecker LLP, in
Chicago, Illinois, asked the court to deny the motion, saying the
company and its general and limited partners "remain in good
standing," rendering the company able to satisfy the requirements
of section 109 of the Bankruptcy Code.

Trentor "has no actual direct or indirect ownership interest" in
SNWS, Mr. Frank further said.

A court hearing will be held on July 15 to consider the dismissal
or conversion of SNWS' bankruptcy case.

Perkins+Will is represented by:

          Michael W. Ott, Esq.
          Jeffrey D. Eaton, Esq.
          SCHIFF HARDIN LLP
          233 South Wacker Drive, Suite 6600
          Chicago, Illinois 60606
          Phone: (312) 258-5500
          Fax: (312) 258-5600
          E-mail: jeaton@schiffhardin.com

               -- and --

          Louis T. DeLucia, Esq.
          Alyson M. Fiedler, Esq.
          Andrew M. Minear, Esq.
          SCHIFF HARDIN LLP
          666 Fifth Avenue, 17th Floor
          New York, New York 10103
          Phone: (212) 753?5000
          Fax: (212) 753?5044
          E-mail: ldelucia@schiffhardin.com

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
(Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013.  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
effort.


SINO-FOREST CORP: Reaches Partial Class Action Settlement
---------------------------------------------------------
Cohen Milstein Sellers & Toll PLLC on June 27 disclosed that there
has been a partial settlement reached in several class action
lawsuits pending in Canada and the United States brought on behalf
of purchasers of securities in Sino-Forest Corporation.  The total
settlement is in the amount of CAD $4.2 million (approximately
USD$3.9 million).  Named plaintiffs in the Canadian class actions,
along with Lead Plaintiffs in the U.S. class action, reached the
settlement with David J. Horsley, a former officer of SFC, in
May 2014.

On March 30, 2012, SFC obtained creditor protection in Canada
under the Companies' Creditors Arrangement Act, and the Ontario
Superior Court of Justice ordered a stay of proceedings against
the company and other parties.  The CCAA Proceeding was recognized
by the United States Bankruptcy Court for the Southern District of
New York on February 4, 2013, and subsequently a settlement for
CAD $117 million with Ernst & Young was approved by the Ontario
Court and recognized by the U.S. Bankruptcy Court.

If approved and recognized, the Horsley Settlement will be funded
through the Sino-Forest Canadian class actions and held in escrow
for the benefit of the Canadian Class and the U.S. Class.  The
distribution of the settlement fund will be subject to a further
order of the Ontario Court.

The final approval hearing for the Horsley Settlement will take
place on July 24, 2014 at 9:00 a.m. (EST), before the Ontario
Court.  A simultaneous hearing relating to recognition of the
final approval order will take place in the U.S. Bankruptcy Court.
The Courts will likely be linked by video conference.  Objections
to the approval of the Horsley Settlement and/or the recognition
of that approval in the United States must be filed by July 17,
2014 with the respective courts.

A notice regarding the details of the Horsley Settlement has been
sent to class members in the United States and Canada.  If you
have not received one or if you would like further information on
the Horsley Settlement and the SFC class actions, visit:
http://www.cohenmilstein.com/cases/274/sino-forestor contact
Richard Speirs of Cohen Milstein Sellers & Toll PLLC at 88 Pine
Street, New York, New York 10005, (212) 838-7797.

Founded in 1969, Cohen Milstein Sellers & Toll PLLC --
http://www.cohenmilstein.com-- is a national leader in plaintiff
class action lawsuits and litigation.  As one of the premier firms
in the country handling major complex cases, Cohen Milstein, with
80 attorneys, has offices in Washington, D.C., New York,
Philadelphia, Chicago, and Palm Beach Gardens, Fla.

                    About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

FTI Consulting commenced a Chapter 15 case for Sino-Forest in New
York (Bankr. S.D.N.Y. Case No. 13-10361) to give force and effect
of Sino-Forest's plan of compromise and reorganization that has
been sanctioned by creditors and an Ontario court.  The Chapter 15
petition claimed assets and debt both exceed $1 billion.  Jeremy
C. Hollembeak, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
serves as counsel in the U.S. case.


SKYVIEW ACADEMY: S&P Assigns 'BB+' Rating on $29.19MM Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the Colorado Educational and Cultural Facilities Authority's
$29.19 million series 2014 fixed rate charter school refunding and
improvement revenue bonds issued for SkyView Academy. The outlook
is stable.

"The rating reflects our assessment of SkyView's strong business
position and solid demand characteristics that support the
achievability of the school's growth plans," said Standard &
Poor's credit analyst Luke Gildner.  "We also expect the school to
meet its enrollment projections."  Factors restraining the rating
are a highly leveraged balance sheet, very high debt burden, and
historical operating performance that does not provide adequate
pro forma maximum annual debt service (MADS) coverage.

Management plans to use the proceeds of the bonds to refund and
restructure debt issued in 2012 as well as finance additional
improvements to the facilities which consist of installing a new
roof and fire prevention sprinkler system as well as expand the
existing parking lot.  Bond proceeds will also pay for the costs
of issuance and fund a debt service reserve.

The stable outlook reflects S&P's expectation that during the next
year management will meet enrollment and financial projections.
S&P expects operations for fiscal 2014 will be about break even on
a full accrual basis and liquidity will be stable.

S&P do not expect to take a positive rating action during the one-
year outlook period; however S&P could take a positive rating
action if the charter school's operating performance is strong on
a consistent basis leading to pro forma MADS coverage of at least
1.2x while maintaining current liquidity.  S&P could lower the
rating if enrollment does not increase as projected, operations
weaken, or the balance sheet deteriorates to less than 45 days'
cash on hand.

SkyView is a prekindergarten-through-12 charter school situated on
one campus located in Highland Ranch, Colorado.


SOURCE HOME: Has Interim Authority to Use Cash Collateral
---------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Source Home Entertainment, LLC, et al., interim
authority to use the cash collateral securing their prepetition
indebtedness.

As of the Petition Date, the Debtors are indebted in the aggregate
amount of not less than $51.9 million under a term loan agreement
for which Cortland Capital Market Services LLC serves as
administrative agent and collateral agent.  The Debtors were also
parties to a prepetition revolving credit agreement, which
provides for a senior secured revolving credit facility in the
amount of $35 million.  which Wells Fargo Bank, National
Association, serves as lead arranger and book runner, and Wells
Fargo Capital Finance, serves as administrative agent and
collateral agent, under the Revolving Credit Facility.

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

A hearing on the Debtors' request for a final order approving the
Cash Collateral Motion is scheduled for July 21, 2014, at 2:00
p.m. (prevailing Eastern time).  Objections are due July 14 and
must be served upon: (a) Mark Kenney -- mark.kenney@usdoj.com --
representing the U.S. Trustee; (b) David Eaton, Esq., and Michael
Weitz, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as
counsel for the Debtors; (c) Pauline Morgan, Esq., and Edmon
Morton, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel
for the Debtors; (d) Alyson Allen, Esq. --
Alyson.allen@ropesgray.com -- at Ropes & Gray LLP, in Boston,
Massachusetts, as counsel for the Term Loan Agent; and (e) Andrew
M. Kramer, Esq. -- akramer@otterbourg.com -- at Otterbourg, P.C.,
in New York, as counsel to the Revolving Credit Facility Agent.

                 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.


SOUTHERN STAR: Moody's Assigns Ba1 Rating on Sr. Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Southern Star
Central Corp. (Southern Star, Ba1 senior unsecured) and its
subsidiary Southern Star Central Gas Pipeline, Inc. (Central, Baa3
senior unsecured). Moody's also assigned a Ba1 rating to Southern
Star's new senior notes and changed the companies' rating outlook
to positive from stable.

These rating actions follow Southern Star announcing various
refinancing transactions, whereby the company will issue $450
million of new notes due 2022 and use the proceeds to repay the
$250 million of its existing notes due 2016 and $110 million of
borrowings expected to be outstanding under its revolver when the
transaction closes. Concurrently, Central will incur a $100
million term loan due 2016 and repay a $4 million capital lease.
Southern Star will distribute $160 million of the proceeds to its
parent MSIP-SSCC Holdings, LLC (Holdings), which is owned by
Morgan Stanley Infrastructure Partners.

Ratings Rationale

"Southern Star's recapitalization will result in incremental debt,
but Moody's see an overall improvement to the credit profile from
ongoing organic growth and a recent rate increase," says Moody's
senior vice president Mihoko Manabe.

Moody's notes that the company recently settled a rate case that
will bring in $28 million of annual revenues and the company will
soon complete expansion projects that will generate an additional
$8 million. These new revenue sources together will account for a
17% step-up from 2013 revenues and offset the roughly $100 million
of incremental debt incurred at each of Central and Southern Star
levels.

In May 2014, Central's general rate case proceeding with the US
Federal Energy Regulatory Commission became final, resulting in a
$28 million annual increase in its rates. This increase reflects a
$97 million (18%) expansion in its rate base since the prior rate
settlement in 2008, which indicates more debt capacity for
Southern Star. Many of these expansions occurred in the 2012-13
timeframe and were put into rate base. In addition, Central is
currently undertaking three expansions under private contracts
that will bring $8 million of annual revenues by 2015.

Operationally, Central is enjoying a moderate pickup in demand for
its services in its market area and more recently in its
production area as well. Its customers are longstanding --
predominantly utilities of good credit quality -- and are fairly
captive to Central's system. Their reliance on Central has kept
its average contract life predictably at about five years. Moody's
believes that these fundamental strengths outweigh the incremental
leverage from the recapitalization.

The refinancings will extend Southern Star's maturity profile by
six years, which Moody's views favorably, although Central will
now have to refinance $100 million of additional debt in 2016. As
part of these refinancing transactions, Southern Star will amend
and restate its $125 million credit facility and reduce its
committed size to $50 million. Moody's expects that the new
revolver will still provide adequate liquidity, since Southern
Star is expected to be self-funding, and that the revolver will
remain largely undrawn.

Moody's estimates that the roughly $200 million of new long-term
debt will reduce Southern Star's consolidated ratio of funds from
operations (FFO)-to-debt from 15% in the last twelve months (LTM)
ended March 2014 to just above 10%. For Central, the incremental
$100 million of debt from the new term loan will decrease its FFO-
to-debt from almost 40% in the LTM March 2014 to the mid-20%
range.

The positive outlook signals a potential for an upgrade over the
next 12 to 18 months. Moody's notes that Central recently
concluded a binding open season for a 2014 system expansion that
is unusually large for the company (potentially 225,000 dekatherms
a day in the production area and 250,000 dekatherms a day in the
market area). Among other factors, Moody's will monitor if and how
the project proceeds and its impact on Central's future financial
performance. The rating outlook could revert to stable if Southern
Star cannot sustain FFO-to-debt above 10%.

If Southern Star and Central demonstrate that they can sustain
FFO-to-debt of above 10% and in the mid-20% range, respectively.
An upgrade potential is higher for Central, whose financial
performance is already strong and continues on a positive trend.
Southern Star clearly benefits from owning an improving operating
subsidiary, but its upgrade potential is less clear cut, since it
is one step removed and much more leveraged than Central.

Moody's notes that Holdings is owned by a closed-end investment
fund, which will be required to sell its equity interest in
Southern Star at some point in the coming years. In the event that
Southern Star's sponsor deviates from its current balanced
financial policies and leverage increases significantly, for
example, FFO-to-debt in the 8% range, Southern Star's rating could
be downgraded.

Assignments:

Issuer: Southern Star Central Corp.

Senior Unsecured Regular Bond/Debenture, Assigned Ba1

Outlook Actions:

Issuer: Southern Star Central Corp.

Outlook, Changed To Positive From Stable

Issuer: Southern Star Central Gas Pipeline, Inc.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Southern Star Central Corp.

Senior Unsecured Regular Bond/Debenture Mar 1, 2016, Affirmed Ba1

Senior Unsecured Regular Bond/Debenture Mar 1, 2016, Affirmed Ba1

Issuer: Southern Star Central Gas Pipeline, Inc.

Senior Unsecured Regular Bond/Debenture Jun 1, 2016, Affirmed
Baa3

Headquartered in Owensboro, Kentucky, Southern Star Central Corp.
is a holding company for its interstate natural gas pipeline
subsidiary Southern Star Central Gas Pipeline, Inc.

The principal methodology used in this rating was Natural Gas
Pipelines published in November 2012.


SPECTRASCIENCE INC: 2013 Net Loss Narrows to $240,000
-----------------------------------------------------
SpectraScience, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2013.

The San Diego, Calif.-based Company reported revenue of $240,000
for 2013, compared to $461,296 for the same period in 2012.  It
posted a net loss of $2,749,645 for 2013 compared to $9,092,598
for 2012.  At Dec. 31, 2013, the Company had total assets of
$2,330,366 against total liabilities, all current, of $4,881,597.

The Company expects to incur significant additional operating
losses through at least the end of 2014, as it completes proof-of-
concept trials, conducts outcome-based clinical studies and
increases sales and marketing efforts to commercialize the
WavSTAT4 Systems in Europe.  If the Company does not receive
sufficient funding, there is substantial doubt that the Company
will be able to continue as a going concern.  The Company may
incur unknown expenses or may not be able to meet its revenue
forecast, and one or more of these circumstances would require the
Company to seek additional capital. The Company may not be able to
obtain equity capital or debt funding on terms that are
acceptable. Even if the Company receives additional funding, such
proceeds may not be sufficient to allow the Company to sustain
operations until it becomes profitable and begins to generate
positive cash flows from operations.

As of December 31, 2013, the Company had a working capital deficit
of $4,080,488 and cash of $236,597, compared to a working capital
deficit of $3,340,787 and cash of $90,192 as of December 31, 2012.

In December 2011, the Company entered into an Engagement Agreement
with Laidlaw & Company (UK) Ltd., which Engagement Agreement was
amended in July 2012. Under the Engagement Agreement, Laidlaw
agreed to assist the Company in raising up to $20.0 million in
capital over a two year period from the date of the Engagement
Agreement. During the six months ended June 30, 2013, the Company
raised $692,560, net of transaction costs of $169,440, under this
agreement. Subsequent to June 30, 2013, the Company has engaged
another agent to assist it with raising capital and has commenced
raising capital on its own. During the six months ended December
31, 2013, the Company raised $1,156,576, net of transaction costs
of $103,424, under this agreement. However, if the Company does
not receive additional funds in a timely manner, the Company could
be in jeopardy as a going concern. The Company may not be able to
find alternative capital or raise capital or debt on terms that
are acceptable. Management believes that if the events defined in
the Engagement Agreement occur as expected, such proceeds will be
sufficient to allow the Company to sustain operations until it
attains profitability and positive cash flows from operations.
However, the Company may incur unknown expenses or may not be able
to meet its revenue expectations requiring it to seek additional
capital. In such event, the Company may not be able to find
capital or raise capital or debt on terms that are acceptable.

The holders of the Company's Convertible Debentures control the
conversion of the Convertible Debentures and certain of the
Convertible Debentures were not converted at their maturity
constituting a potential default on the matured, but unconverted,
Convertible Debentures. In the event of such default, principal,
accrued interest and other related costs are immediately due and
payable in cash.  As of December 31, 2013, Convertible Debentures
with a face value of $1,324,212 held by 32 individual investors
are in default.  None of these investors have served notice of
default on the Convertible Debentures held by them.

HJ Associates & Consultants, LLP, based in Salt Lake City, Utah,
serves as the Company's Independent Registered Public Accounting
Firm, noted that "the Company has suffered recurring losses from
operations and its ability to continue as a going concern is
dependent on the Company's ability to attract investors and
generate cash through issuance of equity instruments and
convertible debt. This raises substantial doubt about the
Company?s ability to continue as a going concern."

A copy of the Annual Report is available at http://is.gd/gQt4Pl

                       About SpectraScience

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

As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said the Company has suffered
recurring losses from operations and its ability to continue as a
going concern is dependent on the Company's ability to attract
investors and generate cash through issuance of equity instruments
and convertible debt.  "This raises substantial doubt about the
Company's ability to continue as a going concern."

On Feb. 3, 2014, SpectraScience dismissed McGladrey as the
Company's independent registered accounting firm effective
immediately, and engaged HJ Associates & Consultants, LLP, as
replacement accounting firm.


SUROCO ENERGY: Petroamerica Merger May Trigger Covenant Breach
--------------------------------------------------------------
Petroamerica Oil Corp. on June 26 confirmed its intention to
proceed with its proposed business combination with Suroco Energy
Inc. as outlined in the June 20, 2014 joint press release by
Suroco and Petroamerica.  This combined cash and share offer of
$0.80 per common share of Suroco represents Petroamerica's final
offer which will be put before the holders of Suroco Shares for
approval at the Annual and Special Shareholder Meeting of Suroco
Shareholders which has been adjourned until 10:00 a.m. (Calgary
time) on Monday, June 30, 2014, with an extended proxy deadline of
8:00 a.m. (Calgary time) on such date.

Suroco's Board of Directors, Executive Management, and largest
shareholder continue to reassert their unanimous support of the
cash and share offer made by Petroamerica.

Jeff Boyce, Executive Chairman of Petroamerica, commented: "The
Vetra Offer should create some doubt amongst the Suroco
Shareholders.  There is too much upside value at stake, especially
with the upcoming drilling in the PUT-7 block, for shareholders to
sell out for cash at this point. The Vetra offer doesn't allow
Suroco shareholders to participate and share in the substantial
potential upside of the N Sand oil play.  This further begs the
question -- what else could Vetra know about the Suroco assets?
For this reason, Petroamerica is offering shareholders of the
combined company the opportunity to participate in expected
significant equity value appreciation over the next couple of
years."

       Risks and Uncertainties of the Vetra Hostile Offer

Petroamerica believes that Suroco Shareholders should be aware of
the numerous risks and uncertainties of the hostile and coercive
take-over bid offer by Vetra Acquisition Ltd.

        --  Vetra is attempting to extract value that should
accrue to existing Suroco Shareholders. Vetra holds interests in
three out of five of Suroco's oil and gas exploration and
production properties in Colombia.

            As a result, Vetra has a clear understanding of the
upside potential of a significant portion of Suroco's asset base.
To date, Vetra has repeatedly attempted to acquire Suroco for cash
and, until recently, at "low-ball" prices.  The Vetra Offer is a
further attempt to acquire ownership of Suroco's assets in a
manner whereby existing Suroco shareholders are precluded from
participating in Suroco's anticipated growth.

        --  The Vetra Offer is not a contract with Suroco and
there is no certainty of closing.  Suroco Shareholders should be
aware that Vetra has no obligation to take up and pay for the
Suroco Shares and complete its bid.  In addition, if less than
50.1% of the Suroco Shares are tendered to the Vetra Offer, the
Vetra Offer will not proceed and the Suroco Shares will not be
taken up and paid for.

        --  Vetra can reduce its consideration to Suroco
Shareholders if the Petroamerica Arrangement is not approved.  The
Vetra Offer has been structured such that Vetra can decrease or
withdraw its offer to Suroco Shareholders at any time.

        --  All Suroco Shareholders are not guaranteed to be
treated equally under the Vetra Offer.  In the event that Vetra
acquires 50.1% of the Suroco Shares, a Suroco Shareholder may be
left holding a minority investment, at a reduced price, reflective
of a minority discount in a company under the control of Vetra
with reduced liquidity in the Suroco Shares.

        --  The Vetra Offer will breach a financial covenant and
may trigger a material debt repayment that could place Suroco
under serious financial distress.  Vetra taking up and paying for
more than 50% of Suroco's outstanding common shares pursuant to
the Vetra Offer will constitute a "Change of Control" under
Suroco's principal secured credit facility and 30 days thereafter
an "Event of Default" under such credit facility, at which time
Suroco will be obligated to repay the approximately US$23.5
million that is outstanding under such credit facility.  Vetra has
included in the Vetra Offer a condition that there be no "Material
Adverse Change" as a consequence of taking up and paying for
Suroco common shares under the Vetra Offer.  It would appear that
this condition cannot be satisfied, creating additional
uncertainty as to whether the Vetra Offer can proceed.

          Strengths and Upside in the Petroamerica Offer

The Petroamerica Offer provides Suroco Shareholders with deal
certainty, and exposure to material growth, upside and share price
reevaluation.

        --  Suroco Shareholders Retain Ongoing Exposure to the
Prolific N Sand Oil Play.  Petroamerica's offer provides Suroco
Shareholders with the option to maintain material exposure to the
prolific N Sand oil play, with more than a billion barrels of oil
in place proved in northern Ecuador.

            Accepting the Vetra Offer prohibits Suroco
Shareholders from participating in this upside.

            Ralph Gillcrist, COO and Executive VP Exploration,
commented: "We believe we can unlock tremendous future value for
the combined company from the N Sand oil play. For example, based
on our internal estimates, a 20 million barrel oil discovery in
the PUT-7 block could easily deliver over $250 million in after
tax net present value discounted at 10% to the combined company,
which based on current market multiples implies a return of over
100% for Suroco Shareholders to the Vetra Offer.  We have
structured our offer so that Suroco and Petroamerica
shareholders can jointly participate in this considerable reserve
growth and value creation we envision."

        --  Suroco Shareholders will gain exposure to the
successful emerging low-side fault closure play in the Llanos
Basin.  Petroamerica's LLA-19 and LLA-10 blocks have a number of
drillable prospects identified by 3D seismic that could add
substantial near term value to the combined company.

        --  Suroco Shareholders will be part of a leading, well
capitalized, Colombia focused E&P company.  The combined asset
base provides the potential for oil production upwards of 30,000
barrels of oil per day and a sustainable reserve life of more than
5 years over a 2 to 3 year time frame.  The combined company is
expected to continue to consolidate its land position through
opportunistic acquisitions in its Llanos and Putumayo core areas.

        --  Research Analysts target prices for Petroamerica imply
$0.98 per Suroco Share of potential value to Suroco Shareholders
with equal treatment of all shareholders.  Petroamerica is covered
by seven research analysts (five of them unrestricted) with an
average target price of $0.44 per Petroamerica Share, which
equates to $0.98 per Suroco Share based on the 2.2161 exchange
ratio per Suroco Share under the Petroamerica offer.

        --  Closing the valuation gap enables Suroco Shareholders
the opportunity to realize further upside.  Petroamerica is
currently trading considerably below its peer group valuation
range based on current and forward looking production and cash
flow multiples.  Petroamerica strongly believes that the size of
the combined company with its diversified asset base, strong
balance sheet and increased market capitalization, will facilitate
easier access to capital, open up additional growth opportunities
and close the valuation gap with our peer group.

                       About Petroamerica

Petroamerica Oil Corp. (TSX:PTA) --
http://www.PetroamericaOilCorp.com-- is a Canadian oil and gas
exploration and production company with activities in Colombia.
Petroamerica currently produces more than 6,500 boepd and has
interests in five blocks, all located in Colombia's Llanos Basin.

                       About Suroco Energy

Headquartered in Calgary, Canada, Suroco Energy Inc. --
http://www.suroco.com/-- is a junior oil and gas company, which
explores for, develops and sells crude oil, natural gas liquids
and natural gas in Colombia.


SWJ HOLDINGS: RD Legal Funding Asks Court to Lift Automatic Stay
----------------------------------------------------------------
Mortgagee, RD Legal Funding Partners LP asks the Bankruptcy Court
to lift the automatic stay imposed by Section 362(a) of the
Bankruptcy Code so that it can proceed to foreclose on its
$23 million mortgage on properties in New Jersey now owned by SWJ
Management, LLC.

RDLFP wants the stay lifted to the extent that SWJ Holdings, LLC
claims any interest in the properties and to be able to fully
pursue its remedies against SWJ in state court.

Eric Henzy, Esq., at RD Legal Funding Partners LP, in Hartford,
Connecticut, tells that Court that no payments have ever been made
on the mortgage and the outstanding amount owed as of June 20,
2014, is over $45 million.

Mr. Henzy asserts that the debt owed to RD Legal is greater than
First Connecticut Holdings LLC IV's own best valuation of the
properties and the amounts owed increase daily as substantial
cost.

According to Mr. Henzy, SWJ has essentially done nothing in the
more than three months since it filed its case, has not filed
schedules and has not sought to retain counsel. There is no hope
for an effective reorganization, he notes.

RD Legal is represented by:

     Eric Henzy, Esq.
     REID AND RIEGE, P.C.
     One Financial Plaza
     Hartford, CT 06103
     Tel: (860) 278-1150
     Fax: (860) 240-1002 ehenzy@rrlawpc.com

          - and -

     REISMAN PEIREZ REISMAN & CAPOBIANCO LLP
     1305 Franklin Avenue
     PO Box 119
     Garden City, NY 11530
     Tel: (516) 746-7799

               About SWJ Holdings and SWJ Management

SWJ Holdings, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 14-10376) on Feb. 25, 2014, estimating $10
million to $50 million in assets and less than $10 million in
liabilities.

A related entity -- SWJ Management, LLC -- filed for Chapter 11
protection (Bankr. D. Del. Case No. 14-10460) on March 3, 2014.
It estimated $10 million to $50 million in assets and $1 million
to $10 million in liabilities.  Delaware Bankruptcy Judge
Christopher S. Sontchi was assigned to the cases.

Bruce Duke, Esq., in Mount Laurel, New Jersey, serves as counsel
to the Debtors.

The Chapter 11 plan and disclosure statement are due July 1, 2014,
according to the case docket.

The petitions were signed by Richard Annunziata as managing
member.


TEC GULL CREEK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: TEC/Gull Creek, Inc.
        1 Meadow Street
        Berlin, MD 21811

Case No.: 14-20311

Chapter 11 Petition Date: June 27, 2014

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Duncan W. Keir

Debtor's Counsel: James Edward Van Horn, Jr., Esq.
                  MCGUIREWOODS LLP
                  7 St. Paul Street, Suite 1000
                  Baltimore, MD 21202-1671
                  Tel: 410-659-4468
                  E-mail: jvanhorn@mcguirewoods.com

Debtor's
Financial
Advisor:          WEINSWEIGADVISORS LLC


Debtor's
Investment
Banker:           CASSIDY TURLEY COMMERCIAL REAL ESTATE SERVICES
                  INC.

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Lloyd R. Kitchen, Jr., executive vice
president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb14-20311.pdf


TENET HEALTHCARE: Completes Private Offering of $500MM Notes
------------------------------------------------------------
Tenet Healthcare Corporation completed its previously announced
private offering of $500 million aggregate principal amount of
5.00% Senior Notes due 2019.  The notes were offered as a
reopening of Tenet's 5.00% Senior Notes due 2019 issued on
March 10, 2014.

The proceeds from the offering will be used to redeem Tenet's
9.25% Senior Notes due 2015 and to pay for related transaction
fees and expenses.

                            About Tenet

Tenet Healthcare Corporation, a leading healthcare services
company, through its subsidiaries operates 79 hospitals, 189
outpatient centers and Conifer Health Solutions, a leader in
business process solutions for healthcare providers serving more
than 700 hospital and other clients nationwide.  Tenet's hospitals
and related healthcare facilities are committed to providing high
quality care to patients in the communities they serve.  For more
information, please visit www.tenethealth.com.

As of March 31, 2014, Tenet had $16.48 billion in total assets,
$15.36 billion in total liabilities, $267 million in redeemable
noncontrolling interest in equity of consolidated subsidiaries,
and $854 million in total equity.  Tenet reported a net loss of
$104 million in 2013 following net income of $133 million in 2012.

                             *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, B corporate credit
rating from Standard & Poor's Ratings Services and B1 Corporate
Family Rating from Moody's Investors Service.


THOMPSON CREEK: 86.4% of TMEDS Tendered for Exchange
----------------------------------------------------
Thompson Creek Metals Company Inc. announced the results of its
offer to exchange any and all of its 6.50% Tangible Equity Units
for shares of its common stock.

The Exchange Offer expired at 11:59 p.m., New York City time, on
June 24, 2014.  According to information provided by the
information agent, Global Bondholder Services Corporation,
7,206,862 units, or 86.4%, of its TMEDS were tendered for
exchange, and accepted by the Company, in the Exchange Offer.  Of
this amount, 7,139,069 units were tendered prior to the deadline
and will settle on June 25, 2014, and 67,793 units were tendered
by notice of guaranteed delivery and will settle on June 30, 2014.
In exchange for the tendered TMEDS, the Company will issue
42,129,829 shares of its Common Stock (compared to approximately
38,829,852 shares which would have been issued with respect to
such TMEDS on May 15, 2015 pursuant to the mandatory conversion of
the TMEDS on such date).  Upon expiration of the Exchange Offer,
1,133,138 TMEDS were not exchanged and remain outstanding.  Those
TMEDS will continue to be held pursuant to their original terms
and conditions, including mandatory conversion on May 15, 2015.
The Company intends to file promptly an application on Form 25 to
notify the Securities and Exchange Commission of its withdrawal of
any and all units of TMEDS which remain outstanding following
settlement of the Exchange Offer.  The Company expects that the
delisting of its TMEDS will become effective ten days thereafter.
The Company does not intend to re-list its TMEDS on another
securities exchange, but expects that the TMEDS will be quoted on
one or more over-the counter markets.

                     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.


THOMPSON CREEK: S&P Raises CCR to 'B-' on Reduced Liquidity Risk
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on mining company Thompson Creek Metals
Co. to 'B-' from 'CCC+'.  The outlook is stable.

Standard & Poor's also raised its issue-level rating on the
company's senior secured debt to 'B+' from 'B'.  The '1' recovery
rating on the debt, indicating S&P's expectation of very high
(90%-100%) recovery in a default scenario, is unchanged.  In
addition, Standard & Poor's raised its issue-level rating on
Thompson Creek's senior unsecured debt to 'CCC' from 'CCC-'.  The
'6' recovery rating is unchanged, indicating S&P's expectation of
negligible (0%-10%) recovery in default.

"The upgrade primarily reflects the decline in liquidity risk
Thompson Creek faces following commercial production from its
Mt. Milligan mine and reduced capital requirements associated with
the project," said Standard & Poor's credit analyst Jarrett
Bilous.

In Standard & Poor's view, the risk of large cost overruns has
materially declined, with the company on track to achieve 75%-80%
mine throughput by year-end 2014.  Based primarily on S&P's
expectations for cash flow generation from Mt. Milligan and
significantly lower capital expenditures, S&P believes Thompson
Creek should generate modest free operating cash flow in the next
12 months and maintain liquidity at about US$200 million.

The ratings on Thompson Creek reflect Standard & Poor's view of
the company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile, which result in an anchor score
of 'b-'.  S&P do not apply modifiers to the anchor score,
resulting in a final rating of 'B-'.

Thompson Creek is a U.S.-based mining company with mining
operations in Canada and the U.S.  The company produces molybdenum
from it Thompson Creek and Endako mines, and has added copper and
gold to its production profile with the recent start-up of its Mt.
Milligan mining project.

The stable outlook reflects S&P's view that the company will
generate adjusted core credit ratios that remain commensurate with
a highly leveraged financial risk profile in the next 12 months,
with adequate liquidity and modest free operating cash flow
generation.

A negative rating action could result from a material decline in
the company's liquidity, most likely stemming from execution
challenges or weaker-than-expected cash margins from the company's
Mt. Milligan mine.

A positive rating action could result from improved visibility
regarding full commercial production from the Mt. Milligan mine.
In our view, throughput at design capacity could effectively
eliminate remaining execution and liquidity risks, and result in a
material improvement in the company's financial profile.


TORNANTE-MDP: S&P Revises Outlook to Negative & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York-based Tornante-MDP Joe Holding LLC to negative from
stable.  At the same time, S&P affirmed all ratings, including its
'B' corporate credit rating.

"The outlook revision to negative reflects our expectation for
continued sales declines in the company's entertainment segment
and higher cost of sales that will weaken credit measures and
EBITDA margin through 2014," said Standard & Poor's credit analyst
Ariel Silverberg.

In the absence of any product launches in the entertainment
segment that might spur demand, S&P expects that entertainment
sales (which represented a relatively small portion, less than
15%, of 2013 sales) will continue to decline in 2014 and
potentially into 2015.  Under S&P's performance expectations, it
expects EBITDA to decline in the 20% area in 2014, driving
adjusted debt to EBITDA to the mid-6x area by the end of 2014
(from the mid-5x area at 2013), and adjusted funds from operations
(FFO) to debt toward the mid-single-digit percent area by the end
of 2014 (from the high-single-digit percent area in 2013).  S&P
also is forecasting EBITDA margin to decline modestly in 2014.

The affirmation of the 'B' corporate credit rating reflects S&P's
expectation for the company to maintain an adequate liquidity
profile (through revolver availability and minimal operating cash
generation) and good EBITDA coverage of interest (at about 2x)
over the next several quarters.

S&P would consider lower ratings if EBITDA declines more than it
currently expects (about 20%) in 2014, or if S&P believes negative
operating trends will not abate over the next several quarters,
and results in an impairment to the company's liquidity profile,
EBITDA coverage of interest falls toward the mid-1x area, or a
potential breach of the financial covenant under the credit
agreement.

S&P could consider revising the rating outlook to stable if EBITDA
generation stabilizes or grows, and if S&P believes the
entertainment segment will remain fairly stable over the next few
years.  Higher ratings are unlikely at this time, given S&P's
expectation for EBITDA to decline in the next few quarters and
minimal growth thereafter.  S&P therefore expects Tornante-MDP
Joe's financial risk profile to remain highly leveraged.


TOYS 'R' US: Fitch Affirms 'CCC' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has downgraded the issue ratings on Toys 'R' Us,
Inc.'s (Toys, HoldCo) $450 million 10.375% senior unsecured notes
due August 2017 and $400 million 7.375% senior unsecured notes due
October 2018 to 'CCC-/RR5' from 'CCC/RR4'. Fitch has also affirmed
the Issuer Default Ratings (IDRs) on Toys 'R' Us, Inc. and its
various domestic subsidiaries at 'CCC'.

Toys has provided better clarity in its recent 8-K filing dated
June 18, 2014 related to its intercompany loans between HoldCo and
Toys 'R' Us-Delaware, Inc. (Toys-Delaware). These include $783
million in long-term notes payable to Toys-Delaware by HoldCo and
$316 million in short-term loans due from Toys-Delaware to HoldCo
as of Feb. 1, 2014. Previously, Toys-Delaware only disclosed $777
million of intercompany receivables due from HoldCo and affiliates
as of Feb. 1, 2014, which included $265 million of long-term loans
made to HoldCo in 2012. The nature of these long-term loans as
well as the remaining payable from HoldCo to Delaware was not
disclosed.

In its recent 8-K, Toys disclosed that HoldCo had issued $783
million of notes due to Delaware between 2005 and 2012 - and that
all of the notes are documented, unsecured and include a market
rate of interest. In addition, Toys stated that the $206 million
notes issued in FY 2012 are expressly subordinated in right of
payment to the senior obligations of Holdco, which implies that
the remaining $577 million are pari passu with the $850 million
HoldCo notes. Therefore, any recovery value allocated to these
public bonds would now need to be prorated with the $577 million
senior notes due to Toys-Delaware.

While Toys-Delaware has $316 million short-term loans due to
HoldCo, Fitch does not assume HoldCo can effectuate a setoff
against their long-term obligation to Toys-Delaware. The short-
term unsecured loans at Toys-Delaware are used to fund seasonal
working capital needs and therefore considered unsecured claims
that rank below all the secured debt at Toys-Delaware. In
addition, Fitch does not believe that HoldCo can net these current
assets against their debt due to Toys-Delaware because any
liquidation proceeds from the HoldCo assets would need to pay down
both the $850 million HoldCo notes and the $577 million notes due
to Toys-Delaware on a pro rata basis.

Key Rating Drivers

Fitch's ratings on Toys reflects the company's deteriorating top-
line and EBITDA trends, increasing risk of market share loss and
weakening liquidity position.

While Toys reported comparable store sales (comps) growth at 4%
and 1% in first quarter 2014 for its domestic and international
segments, respectively, Fitch believes these were due to easy
comparisons with the comps of negative 8.4% and negatively 5.8% in
first quarter 2013. Fitch expects Toys' comps will remain under
pressure declining by low single digits for its domestic and
international segments in the next 12-18 months. The company has
seen sales decline in its major categories such as juvenile
(approximately 30% of Toys' total sales) and sustained weakness in
the entertainment category (11% of total sales) due to low birth
rates and secular pressure.

The company faces intensified pricing competition from both
discount and online retailers. Despite Toys' multichannel strategy
and series of product and service initiatives, Fitch believes it
will be expensive and difficult for Toys to compete on pricing and
retain its market share without sacrificing margins.

Fitch estimates that Toys would need to stabilize sales and
modestly improve its gross margin to generate adequate EBITDA at
the $650 million level to cover annual interest expense assumed at
$360 million, capex of $250 million and modest cash taxes.
However, achieving this level is likely challenging without
significantly lowering its cost structure and controlling
inventory levels. Fitch expects 2014 EBITDA to be in the $450
million to $500 million range, assuming a low/single digit comps
decline and gross margin decline of 20 bps-50 bps. Fitch expects
limited reduction of SG&A expense in the near term as the company
is committed to allocating the modest cost savings toward further
investments in its online strategy and improving store
presentation and service.

Fitch expects leverage (adjusted debt/EBITDAR) to increase to the
9x level and FCF to be negative $250 million, excluding
significant working capital swings in 2014 and 2015. Availability
under the ABL revolver during peak working capital season is
expected to be around $700 million in 2014 and $500 million in
2015. This indicates adequate liquidity for the next 18 months but
liquidity concerns increase in 2016 given more than $1 billion of
debt maturities.

Recovery Analysis and Considerations

Fitch has conducted a recovery analysis across Toys'
organizational structure to determine expected recoveries in a
distressed scenario to each of the company's debt issues and
loans. Toys' debt is at three types of entities: operating
companies (OpCo); property companies (PropCo); and HoldCo, with a
summary structure highlighted below.

Toys 'R' Us, Inc. (HoldCo)
(I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of
HoldCo.
(a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys-
Delaware.
(b) Toys 'R' Us Property Co. II, LLC is a subsidiary of Toys-
Delaware.
(II) Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo.

OpCo Debt
Fitch has assigned a 5.0x-5.5x multiple to the stressed EBITDA at
the OpCo levels - Toys-Delaware and Toys-Canada - which is
consistent with the low end of the 10-year valuation for the
public space and Fitch's average distressed multiple across the
retail portfolio. The stressed EV is adjusted for 10%
administrative claims.

Toys-Canada
Toys has a $1.85 billion asset-based revolving credit facility
(ABL revolver) with Toys-Delaware as the lead borrower, and this
contains a $200 million sub-facility in favor of Canadian
borrowers. Any assets of the Canadian borrower and its
subsidiaries secure only the Canadian liabilities. The $200
million sub-facility is more than adequately covered by the EV
calculated based on stressed EBITDA at the Canadian subsidiary.
Therefore, the fully recovered sub-facility is reflected in the
recovery of the consolidated $1.85 billion revolver discussed
below.

The residual value is applied toward debt at Toys-Delaware.

Toys-Delaware
At the Delaware level, the recovery on the various debt tranches
is based on the liquidation value of the assets estimated at $2.1
billion, approximately $115 million recovery against the $577
million of intercompany loans to HoldCo, and the equity residual
from Canada estimated at $210 million.

The $1.85 billion revolver is secured by a first lien on inventory
and receivables of Toys-Delaware. In allocating an appropriate
recovery, Fitch has considered the liquidation value of domestic
inventory and receivables assumed at seasonal peak (at the end of
the third quarter), and has applied advance rates of 75% and 80%,
respectively. Fitch currently assumes $1.3 billion (or
approximately 70% of the facility commitment) drawn under the
revolver at the peak season in 2015 based on Fitch's projections
of EBITDA and liquidity needs. The facility is fully recovered and
is therefore rated 'B/RR1'.

The recovery value of the debt structure below the first lien
revolver is derived from three components: (1) excess liquidation
value at the Toys-Delaware level (liquidation value after the full
recovery of ABL revolver); (2) estimated value for Toys'
trademarks and intellectual property assets (IP, which are held at
Geoffrey, LLC (IPCo) as a wholly owned subsidiary of Toys-
Delaware); and (3) equity residual value from Canada. Components
(1) and (2) are fully applied toward the senior secured term loans
and 7.375% secured notes, while 3) is applied across the capital
structure.

The $1.24 billion term loans due 2016 and 2018 and the $350
million senior secured notes due 2016 are secured by a first lien
on the IP and a second lien on the ABL revolver collateral. They
are assumed to have recovery prospects of 51%-70%, which reflects
excess value from the credit facility collateral as well as some
modest valuation of the IP assets, and are therefore rated
'CCC+/RR3'.

The 8.75% debentures due Sept. 1, 2021, have poor recovery
prospects and are therefore rated 'CC/RR6'.

PropCo Debt
At the PropCo levels - Toys 'R' Us Property Co. I, LLC; Toys 'R'
Us Property Co. II, LLC; and other international PropCos - LTM NOI
is stressed at 20%.

PropCo I and PropCo II are set up as bankruptcy-remote entities
with a 20-year master lease through 2029 covering all the
properties, which requires Toys-Delaware to pay all costs and
expenses related to leasing these properties from these two
entities. The ratings on the PropCo debt reflect a distressed
capitalization rate of 12% applied to the NOI of the properties to
determine a going-concern valuation. The stressed rates reflect
downtime and capital costs that would need to be incurred to re-
tenant the space.

Applying these assumptions to the $725 million 8.50% senior
secured notes at PropCo II and the $985 million senior unsecured
term loan facility at PropCo I results in recovery well in excess
of 90%. Therefore, these facilities are rated 'B/RR1'.

The PropCo II notes are secured by 125 properties. The PropCo I
unsecured term loan facility benefits from a negative pledge on
all PropCo I real estate assets (343 properties as of May 4,
2013). Fitch typically limits the Recovery Rating on unsecured
debt at 'RR2' or two notches above the IDR level (under its
criteria 'Recovery Ratings and Notching Criteria for Non-financial
Corporate Issuers' dated Nov. 20, 2013). However, in the few
instances where the recovery waterfall suggests an 'RR1' rating
and such a Recovery Rating is supported by the structural and
legal characteristics of the debt, unsecured debt may qualify for
an 'RR1' rating. In addition, the rating also benefits from the
structural consideration that Toys 'R' Us has limited capacity to
secure debt using real estate given that there is a limitation on
principal property of domestic subsidiaries at 10% of consolidated
net tangible assets under the $400 million of 7.375% notes due
2018 issued by HoldCo.

Toys 'R' Us, Inc. - HoldCo Debt
The $450 million 10.375% unsecured notes due Aug. 15, 2017, and
the $400 million 7.375% unsecured notes due Oct. 15, 2018, benefit
from the residual value at PropCo I, currently estimated at
approximately $300 million. There is no residual value ascribed
from Toys-Delaware or other operating subsidiaries. Prorating the
residual value against the $577 million senior notes due to Toys-
Delaware that are considered pari passu with the publicly traded
HoldCo notes translates into below-average recovery prospects of
11%-30% for the bonds which are therefore rated 'CCC-/RR5'.

Rating Sensitivities

A negative rating action could result if comps trends in the U.S.
and international businesses continue to be in the negative 4%-
negative 5% range and/or gross margins decline by similar rates to
2013 without any offset from cost reductions. This would indicate
more severe market share losses and lead to tighter liquidity than
Fitch's current expectation over the next 18 months.

A positive rating action could result if there is sustainable
improvement in Toys' store and online traffic, indicating improved
market share positioning, and meaningful cost restructuring. Toys
would need to drive EBITDA improvement to a level where it can
meet fixed obligations and fund any working capital swings, and
manage refinancing of upcoming debt maturities on a timely basis.

Fitch has affirmed the following ratings except for downgrading
the issue rating of the HoldCo notes as follows:

Toys 'R' Us, Inc. (HoldCo)

--IDR at 'CCC';
--Senior unsecured notes downgraded to 'CCC-/RR5' from 'CCC/RR4'.

Toys 'R' Us - Delaware, Inc. is a subsidiary of HoldCo

--IDR at 'CCC';
--Secured revolver at 'B/RR1';
--Secured term loans at 'CCC+/RR3';
--Senior secured notes at 'CCC+/RR3';
--Senior unsecured notes at 'CC/RR6'.

Toys 'R' Us Property Co. II, LLC is subsidiary of Toys 'R' Us -
Delaware, Inc.

--IDR at 'CCC';
--Senior secured notes at 'B/RR1'.

Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo

--IDR at 'CCC';
--Senior unsecured term Loan facility at 'B/RR1'.


TRINET HR: Moody's Assigns 'B1' Rating on New Senior Secured Debt
---------------------------------------------------------------
Moody's Investors Service rated TriNet HR Corp.'s new $650 million
Senior Secured Credit Facilities at B1. The B1 Corporate Family
Rating and stable outlook are unchanged.

Proceeds will be used to refinance TriNet's existing Senior
Secured Credit Facilities. The new Senior Secured Credit
Facilities carry a lower interest rate, which will reduce annual
interest expense by about $10 million, a nearly 40% reduction, due
to reduced interest margins and the elimination of the LIBOR
floor. The existing facilities include a $455 million term loan
maturing in 2020, a $120 million term loan maturing in 2016, and a
$75 million revolver maturing in 2016. The new facilities include
a $400 million term loan maturing in 2019, a $175 million term
loan maturing in 2017, and a $75 million revolver maturing in
2019.

Assignments:

Issuer: TriNet HR Corporation

Senior Secured Term Loan due 2019, Assigned B1, LGD3 (48%)

Senior Secured Term Loan due 2017, Assigned B1, LGD3 (48%)

Senior Secured Revolver due 2019, Assigned B1, LGD3 (48%)

Ratings Rationale

"The refinancing enhances liquidity as it lowers the interest
expense and pushes out the maturity of a portion of the debt,"
said Terry Dennehy, Senior Analyst at Moody's.

The B1 corporate family rating (CFR) reflects TriNet's high
leverage given the company's small scale relative to Professional
Employer Organization ("PEO") industry leader Automatic Data
Processing (ADP). Competition is high, given low industry
barriers, and customer contracts are quite short (cancellable on
30 days notice). Moreover, there is considerable turnover in the
company's customer base, characteristic of the small and medium
sized business segment. Furthermore, TriNet's products tend to be
more customized than those of the larger industry players and thus
there is limited ability to scale its business products. As a PEO,
the employees of TriNet's customers become TriNet "co-employees,"
exposing TriNet to liability risk from these employees as well as
some limited exposure of customers' ability to cover payroll.

Nevertheless, TriNet does have a record of strong revenue growth
and EBITDA margins, with solid free cash flow as a result of the
limited capital expenditure requirements, which we expect to
generate rapid deleveraging to levels more appropriate for the B1
rating. As a PEO, TriNet offers its customers a compelling value
proposition, providing scale in economies in purchasing insurance
and in regulatory compliance. Although TriNet has a history of
large equity distributions, we believe that as a public company
since April, TriNet will now refrain from debt-funded
distributions.

The stable outlook reflects our expectation that TriNet will
continue to expand its base of worksite employees ("WSEs"),
organically growing revenues by at least ten percent over the near
term and will maintain an operating margin (Moody's adjusted) of
at least high teens percent. We expect that the growing revenue
base will produce expanding EBITDA such that debt to EBITDA
(Moody's adjusted) will be on course to decline to below 4x over
the next 12 to 18 months.

The rating could be upgraded if we believe that TriNet is
increasing market share as evidenced by organic revenue growth
exceeding industry revenue growth. Moreover we would expect annual
client attrition to be maintained below twenty percent, indicating
that TriNet's service is differentiated from its key competitors.
Furthermore, we would expect absolute debt reduction of at least
10% per year in addition to EBITDA growth such that we believe
that the ratio of debt to EBITDA (Moody's adjusted) will be
maintained below 3x.

The rating could be downgraded if we believe that TriNet is losing
market share, as evidenced by revenue growth trailing the industry
average, or if we believe that client attrition will remain above
20%. Indications of operational difficulties, as evidenced by
operating margins declining below the low teens percent, could
also pressure the rating. The rating could be lowered if TriNet
engages in further shareholder-friendly actions prior to
meaningful deleveraging, or if we expect that debt to EBITDA
(Moody's adjusted) will be sustained above 5x.

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

TriNet, based in San Leandro, California, is a professional
employer organization ("PEO"), which provides outsourced human
resource functions, including payroll, benefits acquisition, and
regulatory compliance management to small and mid-sized
businesses. TriNet is majority-owned by affiliates of private
equity firm General Atlantic LLC.


TURNPIKE SERVICE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Turnpike Service, Inc.
           dba Turnpike Shell
        5525 S Orange Blossom Trail
        Orlando, FL 32839

Case No.: 14-07462

Chapter 11 Petition Date: June 27, 2014

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

Debtor's Counsel: Kenneth D Herron, Jr., Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681
                  E-mail: kherron@whmh.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marcelo L. Taddei, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-07462.pdf


UNI-PIXEL INC: Achieves Roll-to-Roll Pilot Production of Sensors
----------------------------------------------------------------
UniPixel, Inc., said it has achieved roll-to-roll pilot production
of its InTouch Sensors a projected capacitive, multi-touch sensor
film, overcoming previously reported challenges through
modification of hardware and chemistry configurations.  According
to the Company, the new process conditions have been successfully
demonstrated in the roll-to-roll pilot production process,
achieving a step-change improvement in plating fine-line
conductive elements on its touch sensor film.

The Company now has a fully-functional, roll-to-roll pilot
production line comprised of a plating line at the Company's Texas
facility, and printing, final testing and packaging at the Kodak
facility, a state-of-the-art manufacturing and testing facility
within the Eastman Business Park in Rochester, New York.  UniPixel
and Kodak have begun conducting roll-to-roll pilot manufacturing
and yield studies on the overall process, as well as technology
transfer of the modified process to production plating assets in
the Kodak facility.

"Since our last quarterly report in May, our teams have made
tremendous progress in further advancing our roll-to-roll printing
manufacturing process, finalizing the ink and substrate, and
resolving the major roll-to-roll plating technical challenges,"
said Jeff Hawthorne, president and CEO of UniPixel.  "Having
achieved roll-to-roll pilot production capability, we are now
focused on ramping overall product yields, as well as utilizing
the pilot line to scale hardware, processes and manufacturing
procedures, and to validate product quality criteria for volume
production."

To reduce development complexity and speed the time-to-market of
UniPixel's first InTouch Sensors Powered by Kodak product,
UniPixel and Kodak technical work streams have been primarily
focused on an initial development project for the tablet market
and working closely with a certain tablet manufacturer.  According
to DisplaySearch, the tablet sensor segment is growing at 9% CAGR
to 448 million units shipped annually by 2018.

The Company said it continues to make progress on the newly
established product and technology development roadmap that next
addresses the larger form factor, all-in-one PC market.  The
company is running concurrent development projects to support
release of an all-in-one touch sensor product.

In addition to making progress with its roll-to-roll touch sensor
manufacturing process, the company has advanced its Diamond Guard
hard-coat resin technology.  UniPixel has successfully coated PET
film with Diamond Guard hard-coat resin at a pilot production
coating facility using production-length film coating trial runs.
The company continues to work to scale resin and coating
technology to a full production quality, film product.  Diamond
Guard?s pilot coating ranges from 4H to 6H hardness levels, as
compared to most hard coat alternatives that range from 2H to 3H.
The Diamond Guard coating performance attributes have generated
attention from a number of coaters who are interested in working
with the company.

The Company plans to provide an update on the progress towards
achieving volume touch sensor production in the second half of
2014 during the upcoming second quarter earnings call in early
August.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel reported a net loss of $15.18 million in 2013, a net
loss of $9.01 million in 2012 and a net loss of $8.56 million in
2011.  The Company's balance sheet at March 31, 2014, showed
$49.38 million in total assets, $5.50 million in total liabilities
and $43.87 million in total shareholders' equity.


UNITED AMERICAN: Incurs $435,000 Net Loss in First Quarter
----------------------------------------------------------
United American Healthcare Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $435,000 on $1.63 million of
contract manufacturing revenue for the three months ended
March 31, 2014, as compared with net income of $306,000 on $2.22
million of contract manufacturing revenue for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $14.95
million in total assets, $13.11 million in total liabilities and
$1.84 million in total shareholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                         http://is.gd/g8IMK1

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company disclosed a net loss of $769,000 on $3.23 million of
contract manufacturing revenue for the six months ended Dec. 31,
2013, as compared with net income of $82,000 on $3.83 million of
contract manufacturing revenue for the same period in 2012.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.


UNIQUE BROADBAND: Transfers Listing to NEX Board
------------------------------------------------
Unique Broadband Systems, Inc. on June 27 announced the transfer
of its listing from the TSX Venture Exchange to the NEX board of
the TSXV as a result of UBS no longer carrying on an active
business.  The common shares of UBS will commence trading on the
NEX effective June 27, 2014 under the symbol UBS.H.

                   CCAA Claims Process Update

UBS continues to work to complete the CCAA claims process under
supervision of the Superior Court of Ontario.  In this regard, the
previously announced appeal and cross-appeals related to certain
disputed claims were heard on June 17, 2014.  The Court of Appeal
reserved judgment.  Shareholders are encouraged to refer to the
section entitled "Provisions and contingencies - Contingencies -
Jolian claims" in the Company's most recent management discussion
and analysis.

Information pertaining to the CCAA claims process can be found on
the monitor's website at www.duffandphelps.com/restructuringcases
under the UBS link

                 About Unique Broadband Systems

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a Canadian-based company with holdings in Look
Communications and a continuing business interest with Unique
Broadband Systems Ltd.


VERIFONE INC: $100MM Loan Upsize No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service said that VeriFone, Inc's revisions to
the previously proposed refinancing transaction structure,
inclusive of a $100 million upsize to the proposed 1st lien senior
secured revolving credit facility, along with a $50 million upsize
of the 1st lien senior secured term loan A and commensurate
decrease in the 1st lien senior secured term loan B amount, are
modestly credit positive but do not impact the company's Ba3
corporate family rating, Ba3 debt instrument ratings or the stable
ratings outlook.

Headquartered in San Jose, California, VeriFone is a leading
provider of point of sale hardware systems, as well as technology
based payment solutions and services.


VERITEQ CORP: Has Rights Agreement with Hudson Bay
--------------------------------------------------
VeriTeQ Corporation entered into a Right to Shares Agreement with
Hudson Bay Master Fund Ltd. effective as of June 24, 2014.

On Nov. 13, 2013, the Company issued to the Holder (a) a Senior
Secured Convertible Note with an initial aggregate principal
amount of $833,333 and (b) a warrant to purchase shares of the
Company's common stock pursuant to a securities purchase agreement
dated Nov. 13, 2013.  Per the terms of the SPA, a portion of the
Note was secured by approximately $435,000, which represented
restricted principal and which was held in a master restricted
bank account.

Under the terms of the Rights Agreement, the Holder agreed (a) to
redeem $400,000 in aggregate principal amount of the Note for a
redemption price equal to $400,000 to be paid from the master
restricted account, (b) to exchange $190,666 in aggregate
principal amount of the Note for 953,334 shares of Company's
common stock and (c) to exchange the Warrant for 17,763,325 shares
of the Company's common stock.  After giving effect to the
Redemption Note, no restricted principal will remain outstanding.

In lieu of presently issuing all of the Shares, the Company and
the Holder have agreed to enter into the Rights Agreement whereby
in exchange for the Redemption Note and the Warrants, the Company
will, subject to the terms and conditions set forth in the Rights
Agreement, from time to time, be obligated to issue and the Holder
will have the right to the issuance of the Shares.  The
transaction is exempt from registration pursuant to Section
3(a)(9) of the Securities Act.  The Company and the Holder have
agreed that no additional consideration is payable in connection
with the issuance of the Shares.

                           About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.  For more information on VeriTeQ, please
visit www.veriteqcorp.com .

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.  As of March 31, 2014, the Company had $7.97
million in total assets, $15.19 million in total liabilities and a
$7.21 million total stockholders' deficit.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VIGGLE INC: Acquires Marketplace Platform Choose Digital
--------------------------------------------------------
Viggle Inc. has acquired Choose Digital, a digital marketplace
platform that allows companies to incorporate digital content into
existing rewards and loyalty programs in support of marketing and
sales initiatives.

With the acquisition, the Choose Digital platform will power
digital media rewards for the Viggle platform, including music,
audio books, TV and movies, enabling Viggle members to get free
entertainment content just for enjoying their favorite TV shows
and music.

Choose Digital works with all of the major music labels and top
independents, offering millions of songs, albums and box sets
through its platform.  More than 300,000 books from three of the
top publishing houses are available through Choose Digital as
well.  Streaming for tens of thousands of TV programs and movies
is expected to launch in the coming months.

The Viggle Store - a rewards destination where members can redeem
their Viggle Points for music downloads - is already powered by
Choose Digital, which also powers the digital media rewards
capabilities for leading loyalty programs at businesses such as
Marriott, SkyMall and United Airlines

Choose Digital was founded in 2011 and its management team brings
a deep understanding of the loyalty industry, content industries
and online retailing.  Stephen Humphreys, Co-Founder and CEO is a
veteran of the loyalty and affinity marketing space with over 17
years of global experience.  Mario Cruz, Co-Founder and CTO, has
over 17 years of experience in IT, with a focus on high-volume
transaction programs in the loyalty and rewards market, and has
been awarded a patent in the space.

"The Choose Digital team has some of the deepest experience in
loyalty programs, promotional marketing, rewards and technology,"
said Greg Consiglio, COO of Viggle Inc.  "With this acquisition,
we can now develop end-to-end entertainment and loyalty rewards
programs for our brand, TV network and music industry partners.
We can identify the content our members watch or listen to and
then issue relevant rewards though the Viggle Store.  Our Viggle
members benefit by redeeming their points for highly relevant
digital content thought our patented entertainment rewards
platform."

Choose Digital has built a unique and innovative "private label"
digital marketplace that allows companies to incorporate digital
content into their sales and marketing strategies.  Its content,
consisting of digital music, movies, TV shows, eBooks and
audiobooks, is current, wide and sourced directly from global
record companies, major studios, and publishers.  New categories
including apps, games, and magazines are currently under
development.  The market positioning of Choose Digital is agnostic
- it has no consumer-facing brand, or any direct relationship with
consumers.

"With the combined power of Viggle and Choose Digital
technologies, we look forward to becoming the premier solution for
brands to deliver digital rewards," said Cruz, of Choose Digital.

Choose Digital joins Viggle Music and the Viggle Store as recent
additions to the Viggle Platform, which includes Wetpaint, a
leading entertainment destination for creating, curating and
sharing the best entertainment content and NextGuide which helps
TV networks reach and engage their audiences and the Viggle app
which rewards its members for watching their favorite TV shows as
well as discovering new music.  In March 2014, Viggle Inc.
achieved a total reach of 20.8 million.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at March 31, 2014, showed
$68.09 million in total assets, $62.79 million in total
liabilities, $37.54 million in series A convertible redeemable
preferred stock, and a $32.23 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VWR FUNDING: Parent IPO Filing No Impact on Moody's 'B3' CFR
------------------------------------------------------------
Moody's Investors Service commented that the planned Initial
Public Offering (IPO) by VWR Corp, parent of VWR Funding, Inc.'s
("VWR") is a credit positive because if completed, it will result
in lower debt levels. However, given the uncertainty regarding its
completion, as well as its size and the amount of debt repaid, the
plan does not currently impact VWR's ratings, including its B3
Corporate Family Rating (CFR) and stable rating outlook.

VWR Funding, Inc., headquartered in Radnor, Pennsylvania, is a
global leader in the distribution of laboratory scientific
supplies, including chemicals, glassware, equipment, instruments,
protective clothing, and production supplies. For the twelve
months ended December 31, 2013, VWR reported revenues of $4.2
billion.

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


WALTER ENERGY: S&P Lowers CCR to 'CCC+' on Unsustainable Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Birmingham, Ala.-based Walter Energy Inc. to
'CCC+' from 'B-'.  The outlook remains negative.

S&P lowered the ratings on the company's senior secured credit
facilities and 9.5% senior secured first-lien notes to 'B-' from
'B'.  The recovery rating on the debt remains '2', indicating
S&P's expectation of substantial recovery (70% to 90%) in the
event of a payment default.  S&P also lowered the ratings on the
company's senior secured second-lien notes and senior unsecured
debt to 'CCC-' from 'CCC'.  The recovery rating on the debt
remains '6', indicating S&P's expectation of negligible recovery
(0% to 10%) in the event of a payment default.

"The negative outlook reflects our expectation that weak met coal
market conditions will persist, which will pressure the company's
liquidity position," said Standard & Poor's credit analyst William
Ferara.  "We also expect very weak credit measures in 2014, with
debt leverage above 20x and EBITDA interest coverage of less than
1x in 2014."

S&P believes the company's capital structure is likely
unsustainable in the long-term absent an improvement in met coal
prices.  S&P could lower its rating if met coal prices further
deteriorate, liquidity becomes further constrained, or negative
cash flow from operations is sustained.  S&P could also lower the
rating if the company were to risk a breach of its financial
covenant.  This could occur if the company needed to draw more
than 30% on its revolving credit facility.

S&P could revise the outlook to stable if market conditions
improved and leverage began to trend toward 10x, with EBITDA
interest coverage comfortably of about 1.25x. This is highly
unlikely, in S&P's view, to occur over the next few quarters.


WILLIAM LYON: S&P Puts 'B-' CCR on CreditWatch Developing
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B-'
corporate credit rating on William Lyon Homes Inc. on CreditWatch
with developing implications.  At the same time, S&P placed its
'B-' issue-level ratings on William Lyon's senior unsecured debt
on CreditWatch developing.  The CreditWatch developing status
indicates that S&P may raise, lower, or affirm the rating
following its review.

William Lyon is a relatively small homebuilder with a geographic
concentration of operations in California, Arizona, Nevada, and
Colorado.  The company recently announced an agreement to acquire
the residential homebuilding operations of Polygon Northwest Co.
LLC for about $520 million.  The acquisition expands William
Lyon's geographic presence to Seattle and Portland, where Polygon
retains the number 2 market position, and increases its revenue
base by roughly one-half (based on full-year 2013 results).  The
company has secured bridge financing for the full cash amount of
the acquisition, but plans to use some cash on hand (it reported
$151 million at March 31, 2014) and tap the capital markets for
the balance transaction.

"We plan to review the implications to leverage and covenant
headroom, along with the greater scale and diversity of the
combined company, when the sources of long-term financing are
determined," said Standard & Poor's credit analyst Matthew Lynam.

The transaction is scheduled to close in the third quarter of
2014.

Standard & Poor's will seek to resolve the CreditWatch within the
next 90 days.  The developing outlook means that when S&P
completes its review, it could raise or lower the ratings by one
notch, or leave the ratings unchanged.  Given the positive outlook
S&P maintained before the acquisition announcement, it would
ascribe a low probability to a near-term downgrade.  However, a
heavily debt-financed transaction or integration concerns could
lead S&P to conclude that a stable outlook is more appropriate.


WOONSOCKET, RI: Moody's Affirms 'B3' GOULT Rating on $216MM Debt
----------------------------------------------------------------
Moody's Investors Service has affirmed the City of Woonsocket's
(RI) B3 general obligation unlimited tax rating, affecting $216.9
million of outstanding debt, including GO-secured debt issued
through the Rhode Island Health and Education Building Corporation
(RIHEBC). At this time, Moody's has revised the outlook to stable
from negative.

Summary Rating Rationale

The B3 rating reflects an accumulated operating deficit and annual
liquidity shortages, despite the issuance of deficit funding bonds
in fiscal 2011 and a state-appointed budget commission. State
oversight has provided the city with advances of future state aid
and helped pass a supplemental property tax levy in fiscal 2013.
The rating also factors a high debt burden with large, unfunded
pension and OPEB liabilities.

The stable outlook reflects recent progress that the city has made
in implementing substantial operating expenditure cuts while
simultaneously raising revenues to eliminate the large accumulated
deficit and obtain structural balance in accordance with the newly
adopted deficit reduction plan. The stable outlook also considers
the city's improved liquidity given recent expenditure cuts and
its ability to borrow from other funds and advance state aid.

Strengths

State-appointed oversight commission with ability to advance
state aid revenue

Recent stabilization in the city's operating funds

Challenges

Ongoing liquidity strain necessitates state aid advances

Very high debt burden and unfunded pension and OPEB liabilities

High fixed costs

Outlook

The stable outlook reflects recent progress that the city has made
in implementing substantial operating expenditure cuts while
simultaneously raising revenues to eliminate the large accumulated
deficit and obtain structural balance in accordance with the newly
adopted deficit reduction plan. The stable outlook also considers
the city's improved liquidity given recent expenditure cuts and
its ability to borrow from other funds and advance state aid.

What could make the rating go UP:

-- Improvement in liquidity and reduced dependence on state aid
    advances

-- Sustained elimination of accumulated deficit in the Operating
    Funds

-- Progress toward reducing the large unfunded pension liability

What could make the rating go DOWN:

-- Inability to secure state aid advances in the event of future
    liquidity shortfalls

-- Continued severe liquidity strain

-- Deepening of the accumulated operating deficit

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


* Argentina Faces Deadline for Hedge Fund Payments
--------------------------------------------------
Peter Eavis, writing for The New York Times' DealBook, reported
that Argentina's government has 30 days to decide whether it
should try to make peace with a group of New York hedge funds that
it has bitterly fought for years in a dispute that could change
the global market for government bonds.

According to the report, the hedge funds, after a series of
important victories in United States courts, have managed to back
Argentina into a daunting legal corner.  Judge Thomas P. Griesa of
the Federal District Court in Manhattan has told the country that
it cannot make payments on its main class of foreign bonds without
also paying the defaulted bonds that the hedge funds hold, the
report related.

Argentina was scheduled to make a payment to its main bondholders
on June 30, the report noted.  The bonds now have a 30-day grace
period in which late payments can be made, the report said.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                                 Total
                                                Share-      Total
                                      Total   Holders'    Working
                                     Assets     Equity    Capital
  Company           Ticker             ($MM)      ($MM)      ($MM)
  -------           ------           ------   --------    -------
ABSOLUTE SOFTWRE    OU1 GR            118.9       (8.4)       1.0
ABSOLUTE SOFTWRE    ALSWF US          118.9       (8.4)       1.0
ABSOLUTE SOFTWRE    ABT CN            118.9       (8.4)       1.0
ACHAOGEN INC        AKAO US            13.8       (0.0)       2.1
ACTINIUM PHARMAC    ATNM US             6.6      (13.5)     (13.5)
ADVANCED EMISSIO    OXQ1 GR           106.4      (46.1)     (15.3)
ADVANCED EMISSIO    ADES US           106.4      (46.1)     (15.3)
ADVENT SOFTWARE     ADVS US           452.2      (91.1)     (90.7)
ADVENT SOFTWARE     AXQ GR            452.2      (91.1)     (90.7)
AEMETIS INC         AMTX US            97.1      (12.8)     (23.4)
AEROHIVE NETWORK    2NW GR             69.9       (3.3)      21.5
AEROHIVE NETWORK    HIVE US            69.9       (3.3)      21.5
AGENUS INC          AGEN US            34.8       (4.5)      17.9
AGILE THERAPEUTI    AGRX US            16.0       (1.1)      (4.8)
AIR CANADA-CL A     ADH GR          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     ADH TH          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     AC/A CN         9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     AIDIF US        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B     AIDEF US        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B     AC/B CN         9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC    ALDR US            26.7      (32.0)       2.5
ALDER BIOPHARMAC    ALDR1EUR EU        26.7      (32.0)       2.5
ALDER BIOPHARMAC    3A9 GR             26.7      (32.0)       2.5
ALLIANCE HEALTHC    AIQ US            465.3     (136.6)      59.5
AMC NETWORKS-A      9AC GR          3,484.7     (478.3)     642.3
AMC NETWORKS-A      AMCX US         3,484.7     (478.3)     642.3
AMER RESTAUR-LP     ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU    AMLN US         1,998.7      (42.4)     263.0
AMYRIS INC          AMRS US           236.8     (112.5)      33.5
ANGIE'S LIST INC    8AL GR            124.3      (20.3)     (30.0)
ANGIE'S LIST INC    ANGI US           124.3      (20.3)     (30.0)
ANGIE'S LIST INC    8AL TH            124.3      (20.3)     (30.0)
ARRAY BIOPHARMA     AR2 GR            135.2      (23.3)      72.2
ARRAY BIOPHARMA     AR2 TH            135.2      (23.3)      72.2
ARRAY BIOPHARMA     ARRY US           135.2      (23.3)      72.2
ASPEN AEROGELS I    ASPN US            88.2      (80.7)      (5.2)
ASPEN AEROGELS I    AP1 GR             88.2      (80.7)      (5.2)
AUTOZONE INC        AZO US          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC        AZ5 GR          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC        AZ5 TH          7,371.8   (1,808.2)  (1,016.1)
AXIM INTERNATION    AXIM US             0.1       (0.1)      (0.1)
BARRACUDA NETWOR    7BM GR            350.1       (5.7)      30.5
BARRACUDA NETWOR    CUDA US           350.1       (5.7)      30.5
BERRY PLASTICS G    BERY US         5,367.0     (135.0)     684.0
BERRY PLASTICS G    BP0 GR          5,367.0     (135.0)     684.0
BIOCRYST PHARM      BCRX US            43.4       (5.7)      22.0
BIOCRYST PHARM      BO1 TH             43.4       (5.7)      22.0
BIOCRYST PHARM      BO1 GR             43.4       (5.7)      22.0
BRP INC/CA-SUB V    DOO CN          2,019.7      (17.0)     172.7
BRP INC/CA-SUB V    BRPIF US        2,019.7      (17.0)     172.7
BRP INC/CA-SUB V    B15A GR         2,019.7      (17.0)     172.7
BURLINGTON STORE    BUI GR          2,547.8     (136.3)     124.8
BURLINGTON STORE    BURL US         2,547.8     (136.3)     124.8
CABLEVISION SY-A    CVC US          6,542.9   (5,210.9)     281.8
CABLEVISION SY-A    CVY GR          6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI    C08 GR         24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI    CZR US         24,376.7   (2,276.8)     566.0
CALLIDUS CAPITAL    CBL CN            444.5       (4.3)       -
CALLIDUS CAPITAL    28K GR            444.5       (4.3)       -
CANNABIS CAPITAL    CBCA US             0.0       (0.0)      (0.0)
CANNAVEST CORP      CANV US            10.7       (0.2)      (1.3)
CAPMARK FINANCIA    CPMK US        20,085.1     (933.1)       -
CASELLA WASTE       CWST US           649.9       (8.5)     (18.9)
CASELLA WASTE       WA3 GR            649.9       (8.5)     (18.9)
CC MEDIA-A          CCMO US        14,597.1   (9,128.0)     643.8
CENTENNIAL COMM     CYCL US         1,480.9     (925.9)     (52.1)
CENVEO INC          CVO US          1,206.8     (511.7)     145.0
CHOICE HOTELS       CHH US            554.9     (454.6)     109.5
CHOICE HOTELS       CZH GR            554.9     (454.6)     109.5
CIENA CORP          CIE1 GR         1,795.5      (80.8)     641.3
CIENA CORP          CIE1 TH         1,795.5      (80.8)     641.3
CIENA CORP          CIEN US         1,795.5      (80.8)     641.3
CIENA CORP          CIEN TE         1,795.5      (80.8)     641.3
CINCINNATI BELL     CBB US          2,101.5     (670.7)       7.7
DELEK LOGISTICS     DKL US            301.3       (4.1)      14.8
DELEK LOGISTICS     D6L GR            301.3       (4.1)      14.8
DEX MEDIA INC       DXM US          2,275.0     (782.0)     162.0
DIRECTV             DIG1 GR        22,520.0   (6,512.0)    (929.0)
DIRECTV             DTV CI         22,520.0   (6,512.0)    (929.0)
DIRECTV             DTV US         22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA      DPZ US            524.3   (1,269.0)     113.5
DOMINO'S PIZZA      EZV GR            524.3   (1,269.0)     113.5
DOMINO'S PIZZA      EZV TH            524.3   (1,269.0)     113.5
DUN & BRADSTREET    DNB US          1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET    DB5 GR          1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC     EDG US            883.8       (0.8)     409.2
ELEVEN BIOTHERAP    EBIO US             5.1       (6.1)      (2.9)
EMPIRE RESORTS I    LHC1 GR            38.7      (14.0)     (14.6)
EMPIRE RESORTS I    NYNY US            38.7      (14.0)     (14.6)
EMPIRE STATE -ES    ESBA US         1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60    OGCP US         1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN    FONN GR         1,546.4     (338.8)      25.3
FAIRPOINT COMMUN    FRP US          1,546.4     (338.8)      25.3
FERRELLGAS-LP       FGP US          1,589.9      (88.9)      89.0
FERRELLGAS-LP       FEG GR          1,589.9      (88.9)      89.0
FIVE9 INC           FIVN US            56.3       (3.0)       1.1
FIVE9 INC           1F9 GR             56.3       (3.0)       1.1
FORESIGHT ENERGY    FHR GR          1,782.6     (118.5)       6.9
FREESCALE SEMICO    1FS TH          3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO    FSL US          3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO    1FS GR          3,100.0   (3,851.0)   1,244.0
GAMING AND LEISU    GLPI US         2,561.9      (68.0)     (44.7)
GAMING AND LEISU    2GL GR          2,561.9      (68.0)     (44.7)
GENTIVA HEALTH      GTIV US         1,234.9     (297.6)      99.2
GENTIVA HEALTH      GHT GR          1,234.9     (297.6)      99.2
GLG PARTNERS INC    GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US          400.0     (285.6)     156.9
GLOBALSTAR INC      P8S GR          1,350.0      (74.3)     (97.3)
GLOBALSTAR INC      GSAT US         1,350.0      (74.3)     (97.3)
GLORI ENERGY INC    GLRI US             0.1       (0.0)       -
GRAHAM PACKAGING    GRM US          2,947.5     (520.8)     298.5
GTT COMMUNICATIO    GTT US            168.5       (0.1)     (25.3)
HCA HOLDINGS INC    2BH TH         29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC    2BH GR         29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC    HCA US         29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN    5HD GR          6,552.0     (750.0)   1,446.0
HD SUPPLY HOLDIN    HDS US          6,552.0     (750.0)   1,446.0
HORIZON PHARMA I    HPM GR            299.1     (229.2)      93.2
HORIZON PHARMA I    HPM TH            299.1     (229.2)      93.2
HORIZON PHARMA I    HZNP US           299.1     (229.2)      93.2
HOVNANIAN ENT-A     HO3 GR          1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-A     HOV US          1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-B     HOVVB US        1,838.8     (462.5)   1,122.1
HOVNANIAN-A-WI      HOV-W US        1,838.8     (462.5)   1,122.1
HUGHES TELEMATIC    HUTCU US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTC US           110.2     (101.6)    (113.8)
IMPRIVATA INC       I62 GR             35.6       (4.3)     (10.8)
IMPRIVATA INC       IMPR US            35.6       (4.3)     (10.8)
INCYTE CORP         ICY TH            666.8     (162.4)     474.2
INCYTE CORP         INCY US           666.8     (162.4)     474.2
INCYTE CORP         ICY GR            666.8     (162.4)     474.2
INFOR US INC        LWSN US         6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA    I4P GR            141.9     (153.7)    (148.2)
INTERCEPT PHARMA    I4P TH            141.9     (153.7)    (148.2)
INTERCEPT PHARMA    ICPT US           141.9     (153.7)    (148.2)
IPCS INC            IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU    JE US           1,642.6     (117.4)     221.0
JUST ENERGY GROU    JE CN           1,642.6     (117.4)     221.0
JUST ENERGY GROU    1JE GR          1,642.6     (117.4)     221.0
KINAXIS INC         KXS CN             44.6      (70.4)      (6.4)
L BRANDS INC        LTD GR          6,663.0     (609.0)   1,070.0
L BRANDS INC        LTD TH          6,663.0     (609.0)   1,070.0
L BRANDS INC        LB US           6,663.0     (609.0)   1,070.0
LEAP WIRELESS       LWI GR          4,662.9     (125.1)     346.9
LEAP WIRELESS       LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS       LEAP US         4,662.9     (125.1)     346.9
LEE ENTERPRISES     LE7 GR            797.3     (155.6)       0.8
LEE ENTERPRISES     LEE US            797.3     (155.6)       0.8
LORILLARD INC       LLV TH          3,912.0   (2,161.0)     897.0
LORILLARD INC       LLV GR          3,912.0   (2,161.0)     897.0
LORILLARD INC       LO US           3,912.0   (2,161.0)     897.0
LUMENPULSE INC      LMP CN             29.4      (38.4)       3.5
LUMENPULSE INC      0L6 GR             29.4      (38.4)       3.5
LUMENPULSE INC      LMPLF US           29.4      (38.4)       3.5
MARRIOTT INTL-A     MAQ TH          6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A     MAR US          6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A     MAQ GR          6,665.0   (1,625.0)  (1,031.0)
MDC PARTNERS-A      MDZ/A CN        1,570.3      (94.1)    (218.7)
MDC PARTNERS-A      MD7A GR         1,570.3      (94.1)    (218.7)
MDC PARTNERS-A      MDCA US         1,570.3      (94.1)    (218.7)
MERITOR INC         MTOR US         2,531.0     (782.0)     298.0
MERITOR INC         AID1 GR         2,531.0     (782.0)     298.0
MERRIMACK PHARMA    MACK US           165.0      (65.8)      81.9
MERRIMACK PHARMA    MP6 GR            165.0      (65.8)      81.9
MICHAELS COS INC    MIK US          1,716.0   (2,734.0)     493.0
MONEYGRAM INTERN    MGI US          4,761.4      (39.5)     115.9
MORGANS HOTEL GR    M1U GR            695.2     (202.0)     129.7
MORGANS HOTEL GR    MHGC US           695.2     (202.0)     129.7
MOXIAN CHINA INC    MOXC US             0.0       (0.0)      (0.0)
MPG OFFICE TRUST    MPG US          1,280.0     (437.3)       -
NATIONAL CINEMED    NCMI US           998.4     (179.2)      99.9
NATIONAL CINEMED    XWM GR            998.4     (179.2)      99.9
NAVISTAR INTL       IHR GR          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL       IHR TH          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL       NAV US          7,727.0   (4,072.0)   1,070.0
NEKTAR THERAPEUT    ITH GR            487.0       (9.8)     225.5
NEKTAR THERAPEUT    NKTR US           487.0       (9.8)     225.5
NEW ENG RLTY-LP     NEN US            180.1      (23.2)       -
NEXSTAR BROADC-A    NXZ GR          1,148.8       (8.4)     134.7
NEXSTAR BROADC-A    NXST US         1,148.8       (8.4)     134.7
NII HOLDING INC     NIHD* MM        8,189.7       (8.8)   1,078.9
NYMOX PHARMACEUT    NYMX US             0.9       (6.3)      (3.8)
OMTHERA PHARMACE    OMTH US            18.3       (8.5)     (12.0)
OPOWER INC          38O GR             63.1       (6.3)     (11.9)
OPOWER INC          OPWR US            63.1       (6.3)     (11.9)
OPOWER INC          38O TH             63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD    OSGIQ US        3,658.3      (51.3)     480.8
PALM INC            PALM US         1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE    PAO EU            473.3      (78.7)     177.3
PHIBRO ANIMAL HE    PAHC LN           473.3      (78.7)     177.3
PHIBRO ANIMAL HE    PAO GR            473.3      (78.7)     177.3
PHIBRO ANIMAL-A     PAHC US           473.3      (78.7)     177.3
PHIBRO ANIMAL-A     PB8 GR            473.3      (78.7)     177.3
PHILIP MORRIS IN    PM US          36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    4I1 GR         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1CHF EU      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PMI SW         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM FP          36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    4I1 TH         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1EUR EU      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1 TE         36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A    PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS    PGEM US         1,033.7     (107.2)     199.4
PLY GEM HOLDINGS    PG6 GR          1,033.7     (107.2)     199.4
PROTALEX INC        PRTX US             2.8       (7.0)       2.3
PROTECTION ONE      PONE US           562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QDZ GR            443.2      (51.2)     106.0
QUALITY DISTRIBU    QLTY US           443.2      (51.2)     106.0
QUINTILES TRANSN    Q US            3,061.9     (559.5)     571.3
QUINTILES TRANSN    QTS GR          3,061.9     (559.5)     571.3
RADIUS HEALTH IN    1R8 GR             12.8      (24.5)     (22.7)
RADIUS HEALTH IN    RDUS US            12.8      (24.5)     (22.7)
RADNET INC          PQI GR            737.2       (9.3)      61.4
RADNET INC          RDNT US           737.2       (9.3)      61.4
REGAL ENTERTAI-A    RGC US          2,787.3     (751.2)     142.6
REGAL ENTERTAI-A    RETA GR         2,787.3     (751.2)     142.6
RENAISSANCE LEA     RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC        PRM US            208.0      (91.7)       3.6
RETROPHIN INC       17R GR             94.0      (35.4)    (107.0)
RETROPHIN INC       RTRX US            94.0      (35.4)    (107.0)
REVLON INC-A        REV US          2,105.1     (589.0)     248.9
REVLON INC-A        RVL1 GR         2,105.1     (589.0)     248.9
RITE AID CORP       RAD US          6,946.5   (2,046.4)   1,643.0
RITE AID CORP       RTA GR          6,946.5   (2,046.4)   1,643.0
ROCKWELL MEDICAL    RMTI US            26.8       (3.5)       8.2
ROCKWELL MEDICAL    RWM TH             26.8       (3.5)       8.2
ROCKWELL MEDICAL    RWM GR             26.8       (3.5)       8.2
RURAL/METRO CORP    RURL US           303.7      (92.1)      72.4
SABRE CORP          19S TH          4,750.4     (312.9)    (279.6)
SABRE CORP          19S GR          4,750.4     (312.9)    (279.6)
SABRE CORP          SABR US         4,750.4     (312.9)    (279.6)
SALLY BEAUTY HOL    S7V GR          2,106.0     (268.8)     715.8
SALLY BEAUTY HOL    SBH US          2,106.0     (268.8)     715.8
SEQUENOM INC        SQNM US           122.9      (58.6)      40.8
SERVICEMASTER GL    SERV US         5,197.0     (369.0)     240.0
SILVER SPRING NE    SSNI US           524.4      (97.1)      97.5
SILVER SPRING NE    9SI TH            524.4      (97.1)      97.5
SILVER SPRING NE    9SI GR            524.4      (97.1)      97.5
SMART TECHNOL-A     SMA CN            374.2      (29.4)      71.6
SPORTSMAN'S WARE    06S GR            224.2     (121.1)      83.2
SPORTSMAN'S WARE    SPWH US           224.2     (121.1)      83.2
SUNEDISON INC       SUNE* MM        7,166.1     (236.5)     250.8
SUNEDISON INC       WFR TH          7,166.1     (236.5)     250.8
SUNEDISON INC       WFR GR          7,166.1     (236.5)     250.8
SUNEDISON INC       SUNE US         7,166.1     (236.5)     250.8
SUNGAME CORP        SGMZ US             2.2       (3.6)      (3.9)
SUPERVALU INC       SJ1 GR          4,374.0     (738.0)      52.0
SUPERVALU INC       SJ1 TH          4,374.0     (738.0)      52.0
SUPERVALU INC       SVU US          4,374.0     (738.0)      52.0
SURNA INC           SRNA US             0.0       (2.6)      (2.6)
THRESHOLD PHARMA    THLD US            94.7      (29.0)      50.3
TOWN SPORTS INTE    CLUB US           410.6      (50.2)      26.1
TRANSDIGM GROUP     TDG US          6,399.3     (125.6)     975.5
TRANSDIGM GROUP     T7D GR          6,399.3     (125.6)     975.5
TRINET GROUP INC    TNET US         1,340.4      (46.1)      93.8
TRINET GROUP INC    TN3 GR          1,340.4      (46.1)      93.8
TRINET GROUP INC    TNETEUR EU      1,340.4      (46.1)      93.8
TRINET GROUP INC    TN3 TH          1,340.4      (46.1)      93.8
ULTRA PETROLEUM     UPL US          2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM     UPM GR          2,881.8     (227.7)    (374.8)
UNISYS CORP         USY1 GR         2,399.2     (659.6)     421.4
UNISYS CORP         USY1 TH         2,399.2     (659.6)     421.4
UNISYS CORP         UISEUR EU       2,399.2     (659.6)     421.4
UNISYS CORP         UIS US          2,399.2     (659.6)     421.4
UNISYS CORP         UISCHF EU       2,399.2     (659.6)     421.4
UNISYS CORP         UIS1 SW         2,399.2     (659.6)     421.4
VANGUARD MINING     VNMC US             1.4       (1.5)      (0.2)
VARONIS SYSTEMS     VRNS US            33.7       (1.5)       1.8
VARONIS SYSTEMS     VS2 GR             33.7       (1.5)       1.8
VECTOR GROUP LTD    VGR GR          1,459.2      (12.6)     422.5
VECTOR GROUP LTD    VGR US          1,459.2      (12.6)     422.5
VENOCO INC          VQ US             738.2     (130.8)     (13.4)
VERISIGN INC        VRSN US         2,609.3     (457.6)    (253.6)
VERISIGN INC        VRS TH          2,609.3     (457.6)    (253.6)
VERISIGN INC        VRS GR          2,609.3     (457.6)    (253.6)
VIRGIN MOBILE-A     VM US             307.4     (244.2)    (138.3)
VISKASE COS I       VKSC US           346.7      (16.3)     106.1
WEIGHT WATCHERS     WW6 TH          1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS     WTW US          1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS     WW6 GR          1,483.1   (1,452.8)     (31.0)
WEST CORP           WT2 GR          3,544.1     (709.4)     405.3
WEST CORP           WSTC US         3,544.1     (709.4)     405.3
WESTMORELAND COA    WME GR          1,407.1     (206.2)     (30.5)
WESTMORELAND COA    WLB US          1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG    TXRN GR           631.1      (11.8)     104.4
XERIUM TECHNOLOG    XRM US            631.1      (11.8)     104.4
YRC WORLDWIDE IN    YEL1 GR         2,215.1     (363.1)     193.6
YRC WORLDWIDE IN    YEL1 TH         2,215.1     (363.1)     193.6
YRC WORLDWIDE IN    YRCW US         2,215.1     (363.1)     193.6


                             *********

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.

                           *********

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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