TCR_Public/140702.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 2, 2014, Vol. 18, No. 182

                            Headlines

AM GENERAL: Moody's Affirms 'Caa2' Corporate Family Rating
AMERICAN AIRLINES: Judge OK's $388MM in Bankruptcy Fees, Expenses
AMERICAN APPAREL: Ousted CEO Boosts Stake to 43%
AMERICAN CUMO: IEMR HK to Enforce Security Over Assets Under BIA
AMERICAN CUMO: To Vigorously Defend IEMR(HK)'s Default Notice

AMERICAN GREETINGS: S&P Hikes Rating on $600MM Secured Debt to BB
AMSURG CORP: Moody's Lowers CFR to 'B1' Over Sheridan Deal
AMSURG CORP: S&P Lowers CCR to 'B+' & Rates $1.39BB Facility 'B+'
ARAWAK ENTERPRISES: Case Summary & 3 Unsecured Creditors
B.S. QUARRIES: US Trustee Resets Meeting of Creditors to Aug. 1

BAPTIST HOME: Court OKs Accord with Beneficial, US Bank & Panel
BAPTIST HOME: Court Sets Aug. 15 Auction; Bids Due Aug. 8
BAPTIST HOME: Has Final Approval to Access U.S. Bank's Cash
BAY RIDGE CHRISTIAN: Voluntary Chapter 11 Case Summary
BOWERY TOWER: Sets July 16 Plan Confirmation

BUCCANEER ENERGY: Seeks Approval of Bidding Procedures
CHINA FRUITS: Retained Deficits of $1.89-Mil. as of March 31
COOPER TIRE: S&P Affirms 'BB-' CCR & Removes From CreditWatch Neg.
CROWN MEDIA: Moody's Raises Corporate Family Rating to 'B1'
CST BRANDS: S&P Raises Rating on Sr. Unsecured Notes to 'BB'

DAIRY FARMERS: S&P Lowers Preferred Stock Rating to 'BB+'
DBSI INC: Judge Won't Strike Agent's Testimony In $169M Fraud Suit
DELPHI CORP: Treasury Ordered To Detail Role In Pension Cuts
DETROIT, MI: Gov. Signs Bills Committing $195M In Aid To City
DETROIT TARPAULIN: Case Summary & 20 Largest Unsecured Creditors

DOLAN CO: Shareholders Can Revisit Split Of $3.2M Settlement
DYNCORP INT'L: S&P Lowers CCR to 'B' on Weaker Credit Measures
E*TRADE FINANCIAL: S&P Raises ICR to 'B'; Outlook Stable
EAGLE ROCK: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Stable
ENERGY FUTURE: Senior Bondholders Sue Juniors To Protect $432M

EPICOR SOFTWARE: Moody's Hikes Corporate Family Rating to 'B2'
EXIDE TECHNOLOGIES: Gets Reorganization Plan Proposal From UNC
EVERYWARE GLOBAL: Enters Into Amendment to Extend Forbearance
FEDERAL-MOGUL: Bankruptcy Trust Wins $9.3M Asbestos Verdict
FIRED UP: July 3 Hearing on Continued Access to Cash Collateral

FIRED UP: Barron & Newburger Approved as Bankruptcy Counsel
FIRED UP: FTI Consulting Okayed as Committee's Financial Advisor
FIRED UP: Hajjar Sutherland Approved to Handle Corporate Matters
FIRED UP: July 28 Set as General Bar Date for Rejection Claims
FOREX INTERNATIONAL: Incurs $9.7K Net Loss in First Quarter

FREEDOM INDUSTRIES: Judge Keeps Lawyers on Short Rations
FREEDOM INDUSTRIES: Heavy Rain Muddies Spill Site Demolition
GARLOCK SEALING: Asbestos Plaintiffs Object To Claim Deadlines
GIGGLES N HUGS: Reports $506K Net Loss in March 30 Quarter
GLOBAL GEOPHYSICAL: Lease Decision Period Extended to Oct. 21

GLOBAL GEOPHYSICAL: Seeks Equity Percentage Correction
GOOD SHEPHERD: S&P Lowers Rating on Bonds to 'BB+', On Watch Neg.
HDGM ADVISORY: July 7 Hearing on Bid to Appoint Ch.11 Trustee
HOYT TRANSPORTATION: Wants Plan Filing Exclusivity Moved to Aug.
HP TEXAS HOLDINGS: Voluntary Chapter 11 Case Summary

HUMER LLC: Voluntary Chapter 11 Case Summary
IDAHO BANCORP: Banner Terminates Deal to Purchase Bank
IN PLAY MEMBERSHIP: Court Okays Management Deal with Billy Casper
IN PLAY MEMBERSHIP: Gets Go Signal to Assume Lease with Maya Water
INTEGRA TELECOM: Moody's Affirms B3 CFR, Alters Outlook to Stable

INTERNET BRANDS: Moody's Corrects June 16 Ratings Release
IRON MOUNTAIN: S&P Lowers CCR to 'B+' on Higher Leverage
ISR GROUP: Sale and Plan-Support Agreement Approved
IVEDA SOLUTIONS: Has $1.4-Mil. Net Loss for First Quarter
J AND Y: Washington Judge Dismisses Chapter 11 Case

KANDL VOSSLER: Case Summary & 4 Unsecured Creditors
LIGHTSQUARED INC: Unveils $3.05-Bil. Restructuring Plan
LONGVIEW POWER: Proposes $2.1 Million Executive Bonus Program
LUPATECH SA: Brazilian Judge Clears $300M Bankruptcy Plan
LV HARMON: Section 341(a) Meeting of Creditors Rescheduled

MERITOR INC: S&P Revises Outlook to Positive & Affirms 'B' CCR
MF GLOBAL: Fights to Keep PricewaterhouseCoopers Suit Alive
MICRON TECHNOLOGY: S&P Raises CCR to 'BB'; Outlook Stable
MIG LLC: Returns to Chapter 11 to Sell Assets
MONTANA ELECTRIC: Judge Confirms Chapter 11 Reorg Plan

MS CARGO: Case Summary & 16 Largest Unsecured Creditors
NATROL INC: Cerberus Calls for Trustee to Take Over Case
OCTAVIAR ADMINISTRATION: Prevails On 2nd Bid For Ch. 15 Relief
PHILADELPHIA ENTERTAINMENT: FDC Says Plan Outline is Misleading
PHILADELPHIA ENTERTAINMENT: UST Says DLA Piper Not Disinterested

PMB PROPERTY: Voluntary Chapter 11 Case Summary
PUERTO RICO: Indebted Power Utility Adds to Island's Problems
QUICKSILVER RESOURCES: S&P Revises Outlook & Affirms 'CCC+' CCR
RANGE ROAD: Voluntary Chapter 11 Case Summary
RESIDENTIAL CAPITAL: Ally Mortgage Claimants Told To Back Off

RESTOREGROUP CORP: Case Summary & 11 Unsecured Creditors
SAN BERNARDINO, CA: Targets $190,000 Firefighter Pay in Court
SHEA LTD: Case Summary & 2 Unsecured Creditor
SMART & FINAL: $100MM IPO Debt No Impact on Moody's 'B3' CFR
STELERA WIRELESS: Plan Set for Aug. 19 Confirmation

SUGARCREEK INC: Case Summary & 4 Unsecured Creditors
TENSAR CORP: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2
TEXAS GULF: Posts $572K Net Loss for Q1 Ended March 31
UNIVERSAL COOPERATIVES: Has $13 Million Final Loan Approval
VALLEJO, CA: S&P Raises Rating on 1999 COPs to 'BB-'

VICTOR OOLITIC: To Terminate Chapter 11 Effort
WASTEQUIP LLC: S&P Revises Outlook to Stable & Affirms 'B' CCR
YES ENTERPRISES: Voluntary Chapter 11 Case Summary
YOSEN GROUP: Accumulated Deficit at $47.1MM as of March 31

* Atlanta Appeals Court Upholds Lien Stripping in Chapter 20

* BofA Fails to Win Dismissal of U.S. Mortgage Fraud Suit
* GE Capital Bank to Pay $169MM for Hispanics Discrimination
* US CMBS Delinquencies Continue to Fade at Mid-Year Mark

* Cerberus, Apollo Lead Defaults Among Big LBOs
* Glenn Brooks Joins Fay Servicing as SVP of REO Division


                             *********


AM GENERAL: Moody's Affirms 'Caa2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has changed the rating outlook of AM
General, LLC to positive from negative and concurrently affirmed
all existing ratings, including the Corporate Family Rating of
Caa2. Opportunity for liquidity profile improvement has driven the
rating outlook change.

Ratings:

Corporate Family, affirmed at Caa2

Probability of Default, affirmed at Caa2-PD

$20 million first lien revolver due 2017, affirmed at Caa1, LGD3,
to 34% from 32%

$330 million first lien term loan due 2018, affirmed at Caa1,
LGD3, to 34% from 32%

Rating Outlook, to Positive from Negative

Ratings Rationale

The rating outlook change to positive reflects potential for
higher production and revenue levels near term as several order
prospects have entered later stages, a reduction in some short
term borrowings as well as an enhanced cash position. AM General
recently resolved longstanding litigation to the satisfaction of
all parties. That litigation had resulted in an April 2013
judgment in favor of AM General, which, until recently, had been
under appeal by the opposing party. While the liquidity profile is
still weak, financial assistance provided by the company's sponsor
over the past year will likely continue near-term. The sales
prospects coupled with financial support could ultimately help AM
General achieve higher backlog and a capacity to internally
service its debts.

The Caa2 rating recognizes the weak liquidity profile, but also
acknowledges a large installed base of the company's main product
(HMMWV, High Mobility Multipurpose Wheeled Vehicle, commonly known
as HUMVEE) across the US Army/Marines, several vehicle order
proposals, and product development efforts. The company does not
possess any long-term borrowing lines under which additional
capacity exists, and near-term debt maturities are very high
compared to trailing earnings. Further, elevated risk of a
covenant breach under the first lien bank facility will likely
exist during 2014 and into 2015. However, short term funding from
the sponsor has been put in place that could help the company meet
its fixed charges near term. AM General has carefully managed its
cost base in the past to lessen earnings decline during lower
production periods. At the end of Q2-2014 Moody's expects that the
company's cash on hand will be higher than it had been in recent
quarters which provides additional flexibility. Pending HUMVEE
manufacturing prospects encompass a vehicle production level of
about 2,000-2,500 units; along with HUMVEE replacement part
orders, such a production level could meaningfully raise earnings.
AM General's MV subsidiary (Mobility Ventures, LLC, unrestricted),
which began production in January 2014, holds promise and the
company has been managing production rates cautiously, in step
with dealer network expansion and to minimize working capital
growth. The US Military's Joint Light Tactical Vehicle program
represents the HUMVEE's successor and will likely continue to
receive funding. AM General's BRV-O is one of the three possible
JLTV platforms that the Army is evaluating. The JLTV winner will
be announced around July 2015. If BRV-O wins, the long-term
revenue and cash flow outlook would vastly improve.

Upward rating momentum would depend on higher backlog and
continued progress toward an adequate liquidity position. A rating
upgrade would likely be accompanied by an expectation of less
financial reliance by AM General on its sponsor. Ratings would be
downgraded if the potential for default were to, in Moody's view,
become more certain than not.

AM General LLC, headquartered in South Bend, IN, designs,
engineers, manufactures, supplies and supports specialized
vehicles for commercial and military customers. Its subsidiary,
Mobility Ventures, LLC manufactures the MV-1, a vehicle catered to
wheelchair passengers. Revenues over the 12 months ended March
30th, 2014 were $422 million. The company is majority-owned by
entities of MacAndrews & Forbes Holdings, Inc.

The principal methodology used in this rating was Global Aerospace
and Defense Industry published in April 2014. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


AMERICAN AIRLINES: Judge OK's $388MM in Bankruptcy Fees, Expenses
-----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York on July 1 approved nearly $400 million in
fees and expenses owed to the professionals responsible for
guiding American Airlines through its Chapter 11 restructuring.

According to the report, during a hearing at the U.S. Bankruptcy
Court in Manhattan, Judge Lane signed off on a recommendation from
a fee examiner that proposed paying $16.3 million in expenses and
$371.7 million in fees to 47 professional firms, including
lawyers, accountants, consultants and other advisers.  Judge Lane
praised Mr. Keach's work, noting that the case had presented many
complicated and challenging legal issues and that the fees and
expenses also covered professional work related to the airline's
ordinary course of business, the Journal related.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN APPAREL: Ousted CEO Boosts Stake to 43%
------------------------------------------------
Suzanne Kapner, writing for The Wall Street Journal, reported that
the battle for control of American Apparel Inc. has heated up as
Dov Charney, the fashion retailer's ousted chief executive and
founder, disclosed on July 1 that he has amassed a 43% stake in
the company, putting him within striking distance of the majority
needed to call a special meeting of stockholders and gain control
of the board.

According to the report, American Apparel has adopted a poison
pill to prevent Mr. Charney from increasing his holdings and
moving to take control of the company, but it is unclear whether
the purchase will trigger the pill, which would dilute Mr.
Charney's holdings, a person familiar with the situation said.

                       About American Apparel

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

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

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

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

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

                           *     *     *

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

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


AMERICAN CUMO: IEMR HK to Enforce Security Over Assets Under BIA
-----------------------------------------------------------------
International Energy & Mineral Resources Investment (Hong Kong)
Company Limited on June 30 disclosed that on June 26, 2014, it
made a demand for payment under promissory notes issued by the
Company totalling C$1.5 million and US$1.5 million.  The notes are
secured by a charge over all the assets and property of the
Company.  The Demand for Payment alleges that certain events of
default have occurred under the notes and related security
agreement, including, but not limited American CuMo Mining
Corporation's unauthorized disposition of collateral that secured
the loans.  IEMR HK has delivered to the Company a Notice of
Intention to Enforce Security issued pursuant to subsection 244(1)
of the Bankruptcy and Insolvency Act.  IEMR HK can take action to
enforce its security interest commencing on July 6, 2014 unless
CuMoco repays the notes in full or makes arrangements satisfactory
to IEMR HK for payment.

             About American CuMo Mining Corporation

American CuMo Mining Corporation, formerly Mosquito Consolidated
Gold Mines Limited, is a Canada-based company engaged in
exploration and development of mineral right interests.


AMERICAN CUMO: To Vigorously Defend IEMR(HK)'s Default Notice
-------------------------------------------------------------
American CuMo Mining Corporation on June 30 disclosed that it has
received a notice filed on behalf of IEMR(HK), a company owned and
controlled by Hongxue Fu, the chairman and director of the
company,  that the company has defaulted on its two debentures
with IEMR(HK).  IEMR(HK) alleges among other things that the
company disposed of assets contrary to a section of the general
security agreement.

The company will be seeking independent legal counsel to
vigorously defend the allegations, as the company has not
defaulted on any conditions of the debenture agreements.

IEMR(HK) also has filed an additional lawsuit against the company
and the Chief Operating Officer, Shaun Dykes in which IEMR(HK) is
seeking an oppression remedy.

Mr. Dykes has advised the Company that the allegations made by
IEMR(HK) against him in the Notice of Claim are denied and without
any merit.

The company has accepted the resignation of Aurora Davidson, the
company's Chief financial Officer, as of June 30, 2014.  The
company wishes her success in her future endeavors and thanks her
for her work on behalf of the company.

The company is currently interviewing highly qualified candidates
for the position.

Certain Members of the board have formally requested Mr. Hongxue
Fu's resignation from the board of directors, as a result of the
filing of the notice claiming default.

Shareholders have called a special meeting of the company
scheduled for July 22, 2014.  Specific resolutions to be voted at
the meeting include the removal of HongXue Fu, and Yi Ming Xie
from the board of directors and appoint Thomas Conway as an
additional director.  The proxy materials and circular are being
mailed to shareholders and are available at www.sedar.com

             About American CuMo Mining Corporation

American CuMo Mining Corporation, formerly Mosquito Consolidated
Gold Mines Limited, is a Canada-based company engaged in
exploration and development of mineral right interests.


AMERICAN GREETINGS: S&P Hikes Rating on $600MM Secured Debt to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Cleveland, Ohio-based American Greetings Corp.
The outlook is stable.

At the same time, S&P affirmed the 'B-' issue-level rating on the
company's $285 million holding company payment-in-kind (PIK) notes
due 2019.  The recovery rating remains '6'.

S&P is also raising the rating on the senior secured credit
facility (which consists of a $250 million revolving credit
facility due 2018 and a $350 million term loan due 2019) to 'BB'
from 'BB-'.  S&P is revising the recovery rating to '1',
indicating very high (90% to 100%) recovery in the event of a
payment default, from '2'.

S&P is also raising the rating on the senior unsecured notes due
2021 to 'B' from 'B-'.  S&P is revising the recovery rating to
'5', indicating its expectation for modest (10% to 30%) recovery
in the event of payment default, from '6'.

The ratings on American Greetings reflect S&P's view of its "weak"
business risk profile and "aggressive" financial risk profile.

"We expect the company's credit measures to remain relatively flat
following the transaction, and to weaken slightly over the next 12
months following entry into a construction loan to build a new
company headquarters," said Standard & Poor's credit analyst
Stephanie Harter.  "Despite the potential slight increase in
leverage over the near term, we expect American Greetings to
sustain leverage below 5x and for funds from operations-to-total
debt to improve closer to 15% over the next two years."


AMSURG CORP: Moody's Lowers CFR to 'B1' Over Sheridan Deal
----------------------------------------------------------
Moody's Investors Service downgraded AmSurg Corp's Corporate
Family Rating to B1 from Ba3 and the Probability of Default Rating
to B1-PD from Ba3-PD. Concurrently, AmSurg's existing senior
unsecured notes are downgraded to B3 from Ba3. In addition,
Moody's assigned a Ba2 rating to the company's new $1.4 billion
senior secured credit facilities, consisting of a $300 million
revolving credit facility expiring in 2019, and a $1.1 billion
senior secured term loan B due 2021. Moody's has also assigned a
B3 rating to the company's new $880 million senior unsecured
notes. The rating outlook is stable. The action follows AmSurg's
announcement on May 29, 2014 that the company agreed to acquire
Sheridan Holdings, Inc. ("Sheridan") for $2.35 billion. At the
close of the transaction, Moody's will also withdraw all of
Sheridan's ratings. This rating action concludes the ratings
review on AmSurg initiated on May 30, 2014.

The downgrade of AmSurg's CFR reflects the large increase in debt
in order to fund the acquisition of Sheridan. Pro-forma LTM
adjusted debt to EBITDA for the transaction is 6.1x, for the
period ending March 31, 2014. In addition, the downgrade also
reflects Moody's concern that this is a transformational
acquisition, which will see AmSurg double its revenues to over
$2.0 billion, and the potential challenges of integrating such a
sizable acquisition in an unrelated medical space.

Proceeds from the new credit facilities, unsecured debt, along
with $876 million of equity will be used to fund the purchase of
Sheridan, a provider of outsourced physician staffing services to
hospitals for anesthesia, neonatology, radiology, pediatrics and
emergency departments. The transaction will significantly lower
AmSurg concentration in gastroenterology, while also gives the
company additional scale and business diversity. Sheridan reported
revenues of about $1.0 billion in fiscal 2013.

The following is a summary of rating actions and revised LGD
estimates:

AmSurg Corp.:

Ratings assigned:

  $300 million senior secured revolving credit facility at Ba2
  (LGD 2)

  $1,090 million senior secured term loan at Ba2 (LGD 2)

  $880 million senior unsecured notes at B3 (LGD 5)

Ratings lowered:

  Corporate Family Rating to B1 from Ba3

  Probability of Default Rating at B1-PD from Ba3-PD

  $250 million senior unsecured notes at B3 (LGD 5) from Ba3 (LGD
  3)

Ratings affirmed:

  Speculative Grade Liquidity Rating at SGL-2

Rating Rationale

The B1 Corporate Family Rating reflects the considerable increase
in the debt load of AmSurg, associated with the acquisition of
Sheridan. In addition, the rating is constrained by ongoing
challenges associated with the economy and the high
underemployment rate, which has lowered patient volumes recently.
However, Moody's expects the company to focus on reducing debt
with available free cash flow following the transaction. In
addition, Moody's expects AmSurg's margins to contract as
Sheridan's margins are lower.

The rating also benefits from the company's significant scale in
both of its segments, which are otherwise very fragmented among
other providers. Moreover, AmSurg's rating reflects the relatively
stable near term reimbursement environment and the longer-term
favorable prospects for the ASC industry.

The stable outlook reflects Moody's expectation that EBITDA will
grow, resulting in improvement in pro forma credit metrics.
Moody's also expects synergies from the combination of the two
companies to begin to be realized in 2014, but that reinvestment
in growing the business through further acquisitions and the
company's modest capital expenditure requirements will not limit
free cash flow or its commitment to deleveraging.

Given that Moody's anticipates improvement in the credit metrics
from pro forma levels over the next 12-months, an upgrade of the
rating in the near term is not expected. However, the rating could
be upgraded if the company is able to reduce and maintain leverage
around 4.0 times.

Moody's could downgrade the rating if the company fails to see the
expected improvement in financial leverage, experiences
disruptions in the integration of the Sheridan operations or
increases leverage for acquisitions or shareholder initiatives
such that debt to EBITDA will be sustained above 5.0 times.

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

AmSurg Corp. acquires, develops and operates ambulatory surgery
centers in partnership with physicians. As of March 31, 2014
AmSurg had 242 centers, of which the company owned a majority
interest (primarily 51%) in 235 ASCs and a minority interest in
seven ASCs.


AMSURG CORP: S&P Lowers CCR to 'B+' & Rates $1.39BB Facility 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on AmSurg Corp. to 'B+' from 'BB-'.  The rating outlook is
stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
proposed $1390 million first-lien credit facility, which consists
of a $300 million revolving credit facility due 2019 and a $1090
million term loan due 2021.  The recovery rating is '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

Also, S&P assigned a 'B-' issue-level rating to the proposed $880
million unsecured notes due 2022.  The recovery rating is '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.  The company will
use proceeds of the new debt to fund the acquisition of Sheridan,
including repaying Sheridan's debt, as well as to repay its
outstanding balance of  revolving credit facility (not rated) and
existing senior secured notes (not rated).

"The downgrade reflects the company's higher debt burden as a
result of the transaction," said credit analyst Tulip Lim.  "The
acquisition of physician staffing company Sheridan doubles the
company's size and in our opinion, improves the company's business
diversity and its organic growth prospects, but we believe this
acquisition is a departure from the company's existing acquisition
policy and is an unproven strategy."

The outlook is stable, reflecting S&P's expectation that the
company will grow through a combination of organic growth and
acquisitions and that margins after deducting minority interest
will remain stable or slightly improve.

Upside scenario

S&P could raise the rating if leverage declines below 5x.  This
could occur if organic revenue outpaces our expectations and grows
at a high-single-digit pace or more and margins expand by 100
basis points.  This could occur if Sheridan's market share gains
are better than S&P's expectations, the company achieves more than
anticipated synergies, higher acuity cases improves mix, and/or
acquisition multiples are lower than S&P's expectations.

Downside scenario

S&P could lower the rating if leverage rises above 7x.  This could
occur if reimbursement pressure or volume declines lead to organic
growth declining at a mid-single-digit pace and margins declining
by 300 basis points or more.  This would likely result in
discretionary cash flow declining to around $100 million.


ARAWAK ENTERPRISES: Case Summary & 3 Unsecured Creditors
--------------------------------------------------------
Debtor: Arawak Enterprises, LLC
        3851 SW 128th Avenue
        Miramar, FL 33027

Case No.: 14-62786

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 30, 2014

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

Judge: Hon. Mary Grace Diehl

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770)-984-2255
                  Fax: (770) 984-0044
                  Email: paul@paulmarr.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Somdath Hardeo, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-62786.pdf


B.S. QUARRIES: US Trustee Resets Meeting of Creditors to Aug. 1
---------------------------------------------------------------
The meeting of creditors in the bankruptcy case of B.S. Quarries,
Inc., has been rescheduled to Aug. 1, 2014, at 2:00 p.m. at Wm J
Nealon Fed Bldg/US Courthouse, room to be determined, Washington &
Linden Sts, in Scranton, Pennsylvania.  The Meeting was previously
set on August 15.

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

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

B.S. Quarries, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-02954) on June 25, 2014.  Timothy
Smith signed the petition as president.  The Debtor estimated
assets and liabilities of between $10 million to $50 million.
Flaster/Greenberg, P.C., serves as the Debtor's counsel.  The case
is assigned to Judge John J Thomas.


BAPTIST HOME: Court OKs Accord with Beneficial, US Bank & Panel
---------------------------------------------------------------
The Bankruptcy Court on June 27, 2014, approved the compromise
between The Baptist Home of Philadelphia, et al., U.S. Bank
National Association, as indenture trustee, Beneficial Mutual
Savings Bank and the Official Committee of Unsecured Creditors
under Rule 9019 of the Federal Rules of Bankruptcy Procedure.

The four principal areas of dispute among the parties are:

   i) the terms governing the Debtors' use of cash collateral;

  ii) the bid procedures and timeline with respect to a
      possible sale of substantially all of the Debtors' assets;

iii) the terms of the Debtors' proposed retention of KPMG
      Corporate Finance LLC as their investment banker to assist
      in the Debtors' pursuit of a sale or other transaction,
      such as a restructuring; and

  iv) the asserted claims and causes of action of the indenture
      trustee or the Debtors against Beneficial related to the
      Debtors' purported grant of liens to Beneficial, and the
      asserted interest of Beneficial in certain cash collateral.

The parties and their representatives have engaged in good faith,
arms' length settlement discussions regarding a consensual
resolution of the disputes to avoid the expense and inconvenience
of litigation.  The Parties have reached an agreement to resolve
their disputes, as memorialized in the settlement agreement.

The settlement agreement dated as of June 18, 2014, provides that,
among other things:

   1. the final cash collateral order is an integral part of
      the Agreement; and each party acknowledges that it supports
      and consents to the entry of the final cash collateral
      order and agrees to take all reasonable actions and
      cooperate in good faith to obtain entry of the final cash
      collateral order, in conjunction with approval of the
      agreement;

   2. each party acknowledges that it supports and consents to
      the entry of the KPMG retention order by the Bankruptcy
      Court and agrees to take all reasonable actions and
      cooperate in good faith to obtain entry of the KPMG
      retention order soon as possible;

   3. the sale procedures order is an integral part of the
      agreement; and each party supports and consents to the
      entry of the sale procedures order by the Bankruptcy Court
      and agrees to take all reasonable actions and cooperate
      in good faith to obtain entry of the sale procedures
      order, in conjunction with approval of the agreement; and

   4. the Rule 9019 order will include a grant of relief from
      the automatic stay to Beneficial Bank upon the occurrence
      of the Effective Date for the limited purpose of permitting
      Beneficial Bank to set off and apply (i) the Securities
      Proceeds and (ii) any of the Debtors' cash that is frozen
      in Beneficial Account No. 6188001371 against the amounts
      due and owing from the Debtors to Beneficial Bank under
      the Line of Credit Note, dated Jan. 22, 2008, and the
      Line of Credit Note, dated May 9, 2008.

A copy of the settlement agreement is available for free at:

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

The Committee is represented by:

         Francis J. Lawall, Esq.
         PEPPER HAMILTON LLP
         3000 Two Logan Square
         18th & Arch Streets
         Philadelphia, PA 19103
         Tel: (215) 981-4481
         Fax: (215) 981-4750
         E-mail: lawallf@pepperlaw.com

U.S. Bank is represented by:

         Luke A. Sizemore, Esq.
         Jennifer P. Knox, Esq.
         REED SMITH LLP
         Three Logan Square
         1717 Arch Street, Suite 3100
         Tel: (215) 851-8100
         Fax: (215) 851-1420
         E-mail: jknox@reedsmith.com

              - and -

         Eric A. Schaffer, Esq.
         Luke A. Sizemore, Esq.
         225 Fifth Avenue, Suite 1200
         Pittsburgh, PA 15222
         Tel: (412) 288-3131
         Fax: (412) 288-3063
         E-mail: eschaffer@reedsmith.com
                 lsizemore@reedsmith.com

              - and -

         Michael J. Cordone, Esq.
         STRADLEY RONON STEVENS & YOUNG, LLP
         2600 One Commerce Square
         Philadelphia, PA 19103
         Tel: (215) 564-8000
         Fax: (215) 564-8120
         E-mail: mcordone@stradley.com

The Court held a telephonic status conference on June 18,
scheduling a hearing to consider approval of the settlement on
June 27.

              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: Court Sets Aug. 15 Auction; Bids Due Aug. 8
---------------------------------------------------------
The Bankruptcy Court on June 27, 2014, authorized The Baptist Home
of Philadelphia, et al., to sell substantially all of their assets
in an auction.  The hearing on the approval of the sale was
continued from June 25.

The Debtors are authorized to designate a stalking horse bidder
and, at their discretion following consultation with their
counsel, KPMG CF, and the bond trustee, offer a break-up fee in
accordance with the terms of the sale motion.

The Court also ordered that U.S. Bank National Association, in its
capacity as successor indenture trustee is (i) deemed a qualified
bidder and is entitled to access all information information that
is generally made available to other potential bidders; and (ii)
authorized to credit bid all or a portion of its claim against the
Debtors in an amount not to exceed the indebtedness amount,
without otherwise complying with the bidding procedures.

The Bond Trustee is successor indenture trustee under the Trust
Indenture, dated as of April 15, 1998, between the Philadelphia
Authority for Industrial Development and First Union National
Bank, as bond trustee, pursuant to which the Authority issued (i)
its Health Care Facilities Revenue Bonds Series 1998A (The Baptist
Home of Philadelphia) in the aggregate principal amount of
$25,825,000, and (ii) its Health Care Facilities Revenue Bonds
Series 1998B (The Baptist Home of Philadelphia) Extendable Rate
Adjustable Securities in the aggregate principal amount of
$2,550,000.

The Court further ordered that objections, if any, to the sale
motion that have not been withdrawn, waived, or settled are
overruled.

The Debtors will afford each potential bidder (until the date of
the auction) with such access to due diligence materials
concerning the purchased assets as the Debtors deem appropriate,
after consultation with KPMG CF, the Debtors' counsel and the Bond
Trustee.

If at least one qualified bid other than the stalking horse
bidder's qualified bid is received, the Debtors will conduct the
auction on Aug. 15, at the Philadelphia offices of Cozen O'Connor,
1900 Market Street, Philadelphia, Pennsylvanie at 10:00 a.m., or
such later time or other place as the Debtors will notify all
qualified bidders.  Qualified bids are due Aug. 8.

The Court will convene a hearing on Aug. 27, at 11:00 a.m., to
consider the sale of the assets to the successful bidder.
Objections, if any, are due Aug. 25.

The Debtors related that they are to identify the stalking horse
bidder for the purchased assets.  KPMG CF has established an
electronic data room, which will include, among other information,
a form of purchase agreement prepared by the Debtors, in
consultation with their counsel, KPMG CF, and the Bond Trustee.

The Debtors, in their motion, stated that while the marketing of
the purchased assets is underway, no party has reached an
agreement with the Debtors to serve as the stalking horse bidder
for the purchased assets.

              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: Has Final Approval to Access U.S. Bank's Cash
-----------------------------------------------------------
The Bankruptcy Court authorized, on a final basis, The Baptist
Home of Philadelphia, et al.'s consensual use of cash collateral
in which U.S. Bank National Association asserts an interest.

U.S. Bank is the successor bond trustee and master trustee under
the Bond Documents and has succeeded to all rights of First Union
under the Bond Documents and related documents.

The Bond Documents are in default due to, inter alia, the Debtors'
failure to (i) make certain payments as required by the Bond
Documents and (ii) satisfy certain covenants or other provisions
contained within the Bond Documents.

As of March 31, 2014, the outstanding principal and accrued
interest under the Bond Documents was $23,867,289, comprising
principal in the amount of $22,735,000 and accrued interest in the
amount of $1,132,289.

The Debtors would use the cash collateral to fund allowed expenses
during the Chapter 11 cases until the termination date, which,
among other things, is the date that is 150 days after the
Petition Date if the Debtors have not consummated a sale of
substantially all of their assets; or obtained entry of an order
of confirmation of a plan under Section 1129 of the Bankruptcy
Code.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant replacement liens and
superprioritv claim upon all property of the Debtors, subject to
carve out on certain expenses.

A copy of the budget is available for free at:

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

The Official Committee of Unsecured Creditors had objected to the
proposed form of final cash collateral order, stating that the
motion implied that it unfairly favors the Debtors' alleged
secured lenders, U.S. Bank National Association and Beneficial
Mutual Savings Bank, at the expense of the Debtors' unsecured
creditors.

              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.


BAY RIDGE CHRISTIAN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Bay Ridge Christian College
        3420 Almeda-Genoa Dr.
        Houston, TX 77047

Case No.: 14-33674

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Marvin Isgur

Debtor's Counsel: Nelson M Jones, III, Esq.
                  LAW OFFICE OF NELSON M. JONES III
                  440 Louisiana, Suite 1575
                  Houston, TX 77002
                  Tel: 713-236-8736
                  Fax: 713-236-8990
                  Email: njoneslawfirm@aol.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Michael P. Williams, president/chairman
of the Board.

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


BOWERY TOWER: Sets July 16 Plan Confirmation
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in Brooklyn, New York, has
approved the disclosure statement explaining Bowery Tower LLC's
bankruptcy plan, which proposes to pay unsecured creditors, with
an estimated $565,000 in claims, in full over five years without
interest.

According to the report, an agreement between the Debtor and its
lender provides that the lender will accept $7.4 million in full
satisfaction of the mortgage.  The owner already made a $737,500
down payment, with the remainder owing about a week after the July
16 hearing for approval of the revised Chapter 11 plan, the report
said.

Bowery Tower LLC, owner of the property at 78 Bowery in Manhattan,
went into a Chapter 11 reorganization (Bankr. E.D.N.Y. Case No.
14-40340) on Jan. 28 in Brooklyn, New York, to halt what the owner
called "imminent foreclosure."  The Debtor's counsel is Avrum J
Rosen, Esq., at The Law Offices Of Avrum J Rosen, PLLC, in
Huntington, New York.


BUCCANEER ENERGY: Seeks Approval of Bidding Procedures
------------------------------------------------------
BankruptcyData reported that Buccaneer Energy Limited filed with
the U.S. Bankruptcy Court an emergency motion for entry of an
order (a) approving bidding procedures in connection with sale of
substantially all of the Debtors' assets, (b) scheduling an
auction and (c) granting related relief.

According to BData, the motion explains, "If more than one
Qualified Bid has been received by the Debtors (in addition to the
Proposed Purchaser), the Debtors request the Court to authorize an
auction under the procedures provided by the Bidding Procedures
Order. The Bidding Procedures provide that bidders must submit an
initial bid (i) equal to the Purchase Price set forth in the
Purchase Agreement; and (ii) any sales or broker's commission
payable at Closing. Subsequent overbid amounts at the Auction must
be in increments of at least $100,000....The Debtors propose that
on August 4, 2014 at 9:00 a.m. (Central Time), they will commence
the Auction to sell the Assets....If no Qualified Bid is timely
received, the Debtors will not conduct an Auction and instead will
request the Court's approval of the Purchase Agreement at the Sale
Hearing. Qualified Bidders will be required to submit good faith
deposits of $3,000,000 (the 'Good Faith Deposits') with the
Debtors by July 30, 2014 (the 'Bid Deadline')."

The Court Scheduled a July 8, 2014 hearing on the motion, the
report said.

                      About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on
May 31, 2014.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Norton Rose Fulbright
Australia will render legal services related to cross-border
insolvency and general corporate and litigation matters to
Buccaneer Energy Ltd.  Epiq Systems is the claims and notice
agent.


CHINA FRUITS: Retained Deficits of $1.89-Mil. as of March 31
-----------------------------------------------------------
China Fruits Corporation filed its quarterly report on Form 10-Q,
disclosing a net income of $114,711 on $8.02 million of sales for
the three months ended March 31, 2014, compared with a net loss of
$261,746 on $739,222 of sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $13.03
million in total assets, $10.45 million in total liabilities, and
stockholders' equity of $2.58 million.

As of March 31, 2014, the Company had retained deficits of $1.89
million and working capital deficit of current liabilities
exceeding current assets by $1.06 million due to the substantial
losses in operation in prior years and default of its notes
payable.

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

                       http://is.gd/pOu62H

China Fruits Corp. is engaged in the manufacturing, trading and
distribution of fresh tangerines and other fresh fruits through
Jianxi Taina Nanfeng Orange Co., Ltd. (Tai Na) in China.  Tai Na
operates in Nan Feng County, Jiang Xi, a well-known agricultural
area for tangerines in China.


COOPER TIRE: S&P Affirms 'BB-' CCR & Removes From CreditWatch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Findlay, Ohio-based tire maker Cooper Tire &
Rubber Co. and removed the rating from CreditWatch, where S&P had
placed it with negative implications on June 28, 2013.  The
outlook is stable.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's senior unsecured debt and removed it from CreditWatch
negative.  The '4' recovery rating remains unchanged, indicating
S&P's expectation for average recovery (30%-50%) for debtholders
in the event of a payment default.

The rating affirmations reflect S&P's view of Cooper Tire's
"significant" financial risk profile and "weak" business risk
profile.  S&P expects Cooper Tire's credit metrics to remain
consistent with the rating--whether the company acquires or sells
ownership in Cooper Chengshan (Shandong) Tire Co. Ltd. (CCT) or
not.  The company's debt to EBITDA ratio is below 2x and its free
cash flow as a percentage of debt is above 15%.  S&P expects the
company to operate with debt to EBITDA of less than 4x and free
cash flow to debt above 10%.  The future ownership of CCT, Cooper
Tire's joint venture in Rongcheng, China, has not yet been
determined. Either Cooper Tire or its joint venture partner could
end up owning the operations.

Cooper Tire has stated that China remains a key strategic market.
It has not been determined whether Cooper Tire & Rubber Co. or its
joint venture partner will own Cooper Chengshan (Shandong) Tire
Co. Ltd. (CCT).  S&P's base-case scenario assumes that Cooper Tire
does end up owning CCT. But if Cooper Tire does not end up owning
CCT, the company has an offtake agreement with CCT to supply
branded tires for at least three years.  Also S&P expects that the
company will make the necessary investments to reestablish long-
term production of its truck and bus radial tires without
affecting the current rating.  Moreover, if the company acquired
production assets in China through acquisition or greenfields,
this expansion could be financed through debt, which would worsen
its key financial measures.  Nevertheless, at this point S&P
believes there is sufficient cushion in these credit metrics to
justify the rating, even if Cooper Tire's joint venture partner
takes ownership of CCT.


CROWN MEDIA: Moody's Raises Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
(CFR) of Crown Media Holdings, Inc. to B1 from B2, its Probability
of Default Rating to B1-PD from B2-PD, and instrument ratings as
detailed below. The outlook is stable.

Crown Media Holdings, Inc.

Corporate Family Rating, Upgraded to B1 from B2

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

First Lien Term Loan due Jul 14, 2018, Upgraded to Ba1 from Ba2,
LGD adjusted to LGD2, 12% from LGD2, 13%

First Lien Revolver due Jan 14, 2018, Upgraded to Ba1 from Ba2,
LGD1, 01%

10.5% Senior Unsecured Bonds due Jul 15, 2019, Upgraded to B2
from B3, LGD adjusted to LGD4, 66% from a range of LGD4, 68%

Outlook, Remains Stable

Speculative Grade Liquidity Rating, Affirmed SGL-2

Ratings Rationale

The upgrade incorporates evidence of traction with the original
programming strategy and better than expected performance, which,
combined with debt reduction, improved the credit profile. Moody's
expects the company to maintain this stronger credit profile, with
sustained leverage below 4.5 times debt-to-EBITDA and strong free
cash flow around 10% of debt. Since Moody's first assigned the B2
CFR in June 2011, Crown Media repaid approximately $85 million of
debt (about 16% of the beginning debt balance), all with free cash
flow generated from operations.

Crown Media's concentration of revenue with two channels, small
size, niche market position among cable operators, and reliance on
cyclical advertising for the majority of its revenue (about 78%)
constrain its B1 Corporate Family Rating (CFR). Crown faces
significant competition for viewers, for advertising dollars, and
for channel placement and carriage fees from pay television
distributors, and many of these competitors have far more scale
and financial flexibility to invest in content. Over at least the
next couple of years, Moody's believe Crown Media's family
friendly programming will appeal to some segment of the population
and therefore to advertisers as well, but changes in consumer
viewing behavior and competition pose risk. Eventually, credit
metrics might need to improve to sustain the same rating if
fundamental trends deteriorate. With leverage of approximately 3.6
times debt-to-EBITDA (per Moody's standard adjustments, including
programming costs on a cash basis) and expectations for free cash
flow to remain strong (about 10% of debt), Crown Media has built
up some flexibility to manage risks related to continued
investment in original programming, media fragmentation, and the
potential for a buyout of the parent company's minority ownership
stake.

The stable outlook incorporates expectations for Crown Media to
continue to generate positive free cash flow in the high single
digits or better as a percentage of debt and sustain leverage
below 4.5 times debt-to-EBITDA (per Moody's adjustments, including
programming costs on a cash basis). The stable outlook also
assumes modest revenue growth and stable or increasing household
distribution of the company's two cable networks. Moody's also
anticipates that Crown Media's commercial arrangements and
relationship with majority owner Hallmark will not change
materially, and that Crown Media will continue to reinvest in
programming.

Moody's would consider a negative action with expectations for
leverage sustained above 5 times debt-to-EBITDA or free cash flow
below 5% of debt, whether due to weak operating performance or a
change in fiscal policy. Loss of carriage by major distributors or
evidence of a material and sustained decline in viewership and
ratings could also warrant a negative ratings action.

The concentration of revenue within two channels, lack of scale,
and fundamental business trends constrain the rating and an
upgrade is unlikely absent enhanced scale and business
diversification or a material and unexpected improvement in credit
metrics. However, Moody's would consider a positive rating action
with expectations for leverage below 2 times debt-to-EBITDA, free
cash flow to debt sustained above 20%, and a commitment to
maintaining this stronger credit profile. An upgrade would also
require expectations for revenue and EBITDA growth in line with or
better than GDP.

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

Crown Media Holdings, Inc., headquartered in Studio City, CA, is a
media content distribution company with revenue of $383 million
for the twelve months ended March 31, 2014.  The company supplies
television programming to cable, direct broadcast satellite and
telecommunications service providers throughout the United States
via the Hallmark Channel and the Hallmark Movie Channel.
Privately-held Hallmark Cards, Inc. (Hallmark; not rated by
Moody's) is Crown Media's 90% shareholder.


CST BRANDS: S&P Raises Rating on Sr. Unsecured Notes to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services updated its recovery analysis
on CST Brands Inc., which includes revising the estimated year of
default to 2017 from 2016.  As a result of meaningful required
amortization under the term loan facility, S&P's updated analysis
incorporates reduced senior secured debt outstanding at the time
of its simulated bankruptcy, leading to an upward revision in
S&P's recovery expectation of the senior unsecured notes.  S&P is
revising the recovery rating on the company's senior unsecured
notes to '4' from '5' and raising the issue-level rating to 'BB'
from 'BB-'.  All other ratings, including the 'BB' corporate
credit rating and stable outlook, remain unchanged.

RATINGS LIST

                                Ratings         Ratings
                                To              From
CST Brands Inc.
Corporate credit rating
  Foreign and Local Currency    BB/Stable/--
Senior Secured
  Local Currency[1]             BBB-
  Recovery Rating[1]            1
Senior Unsecured
  Local Currency                BB              BB-
  Recovery Rating               4               5

   [1] Dependent Participant(s): Wells Fargo Bank N.A.


DAIRY FARMERS: S&P Lowers Preferred Stock Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kansas City, Mo.-based Dairy Farmers of America Inc. to
'BBB' from 'BBB+'.  The outlook is stable.  At the same time, S&P
affirmed the 'A-2' commercial paper rating, lowered the trust
preferred stock rating to 'BBB-' from 'BBB', and lowered the
preferred stock rating to 'BB+' from 'BBB-'.

DFA had about $1.2 billion of total debt outstanding at March 31,
2014.

"The downgrade reflects our reassessment of DFA's financial risk
profile following increased debt balances related, in part, to
acquisition costs, litigation settlement payments, and elevated
working capital requirements resulting from high milk prices,"
said Standard & Poor's credit analyst Jeff Burian.  "We continue
to acknowledge the substantial enhancement to DFA's credit profile
related to the cooperative's significant degree of flexibility
regarding the amount and timing of payments to its members.
However, our view of the contribution of these factors in
supporting DFA's financial risk profile has diminished, and we do
not consider DFA's credit profile, relative to its peers, to
support a 'BBB+' rating."

Key credit factors in Standard & Poor's assessment of DFA's
"satisfactory" business risk profile include the company's strong
zarket position, diverse portfolio of products and brand names,
limited geographical diversification, and exposure to U.S. dairy
industry conditions.  DFA's "intermediate" financial risk profile
reflects the company's moderate financial policies, including the
subordination of cooperative member payments to debt service
payments, adequate liquidity, and member payments flexibility.

The stable outlook reflects S&P's expectation that DFA will
maintain credit measures and a financial policy supportive of an
intermediate financial risk profile, including the subordination
of member payments to debt service payments.


DBSI INC: Judge Won't Strike Agent's Testimony In $169M Fraud Suit
------------------------------------------------------------------
Law360 reported that the government won't lose the testimony of a
witness in its $169 million fraud case against the former
president of bankrupt real estate company DBSI Inc. accused of
participating in a Ponzi scheme, according to a ruling in Idaho
federal court that found the government's failure to produce notes
from the testimony was a "simple oversight."

According to the report, U.S. District Judge B. Lynn Winmill was
unpersuaded by defendant Doug Swenson's argument that, because the
government failed to keep its promise to deliver notes from the
agent's testimony, the record of the testimony should be struck
altogether, according to the decision.  Instead, the judge ruled,
the court will re-open cross-examination of the agent, the report
related.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DELPHI CORP: Treasury Ordered To Detail Role In Pension Cuts
------------------------------------------------------------
Law360 reported that a District of Columbia federal judge ordered
the Obama administration to produce documents concerning its
involvement in decisions that caused pension cuts at Delphi Corp.
following the bailout of the automotive industry, finding the
information is relevant to Delphi retirees' action against the
Pension Benefit Guaranty Corp.

The case is Black et al v. Pension Benefit Guaranty Corporation,
Case No. 2:09-cv-13616 (E.D. Mich.).


                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to an entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.


DETROIT, MI: Gov. Signs Bills Committing $195M In Aid To City
-------------------------------------------------------------
Law360 reported that Michigan Gov. Rick Snyder signed a package of
bills that will deliver nearly $195 million in aid to support
Detroit's plan to minimize retiree pension cuts, clearing another
major hurdle in the city's path to free itself of billions in debt
and exit bankruptcy proceedings.

According to the report, in a statement, the Republican governor
said the package of nine bills, which authorizes $194.8 million in
funds to help pay for Detroit's proposed bankruptcy settlement
known as the "grand bargain," showed the entire state's solidarity
in standing behind the City.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT TARPAULIN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Detroit Tarpaulin & Repair Shop, Inc.
        15500 Oakwood Dr.
        Romulus, MI 48174

Case No.: 14-50847

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Mark A. Randon

Debtor's Counsel: Scott A. Wolfson, Esq.
                  WOLFSON BOLTON PLLC
                  3150 Livernois, Suite 275
                  Troy, MI 48083
                  Tel: (248) 247-7103
                  Fax: (248) 247-7099
                  Email: swolfson@wolfsonbolton.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Guy D. Sullins, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-50847.pdf


DOLAN CO: Shareholders Can Revisit Split Of $3.2M Settlement
------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge ruled that former
preferred shareholders of Dolan Co. can challenge how proceeds
from an approved $3.2 million settlement will be doled out among
equity investors, finding they should have been informed of the
proposed split before the agreement was presented.

According to the report, preferred shareholders represented by
Nantahala Capital Management LLC had filed a motion contending
they had not learned how the agreement would divvy up the funds
until after it was presented and approved June 9, and urged the
court to delay distribution so they could have a say in the
matter.  At a hearing in Wilmington, U.S. Bankruptcy Judge Brendan
L. Shannon granted Nantahala's request, finding that while the
official committee of equity holders didn't need to inform
constituents about the deal or the overall consideration, the
shareholders had the right to know how the funds would be
distributed, the report related.

                     About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  The Company has said it expects to
emerge from bankruptcy within two months.

Judge Brendan L. Shannon oversees the cases.  Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel.  Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link
Schultz, Esq.

An Official Committee of Equity Security Holders is represented by
Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B.
Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts.

The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.

Dolan Company and its subsidiaries on June 12 disclosed that
they have emerged from chapter 11 only 81 days after voluntarily
filing for bankruptcy protection.  As previously announced, the
United States Bankruptcy Court for the District of Delaware
confirmed the Company's plan of reorganization on June 9, 2014.


DYNCORP INT'L: S&P Lowers CCR to 'B' on Weaker Credit Measures
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based DynCorp International Inc. to 'B' from 'B+'
and removed the rating from CreditWatch, where S&P placed it with
negative implications on March 14, 2014.  The outlook is stable.

At the same time, S&P lowered its issue-level ratings on the
company's secured and unsecured debt and removed these ratings
from CreditWatch negative.  S&P lowered the issue-level ratings on
company's secured debt to 'B+' from 'BB-'.  The recovery rating
remains '2', indicating expectation of substantial recovery (70%-
90%) in a simulated payment default scenario.  S&P also lowered
the issue-level ratings on the company's unsecured debt to 'CCC+'
from 'B-'.  The '6' recovery rating is unchanged, indicating
expectations for negligible (0%-10%) recovery in a payment default
scenario.

"The downgrade reflects weaker credit measures because earnings
declined more than we expected despite meaningful debt reduction,"
said Standard & Poor's credit analyst Chris Mooney.  "We expect
sales and earnings to continue to decline significantly through
2015 primarily as a result of accelerated U.S. troop withdrawals
in from Afghanistan, which will limit the company's ability to
improve credit metrics via debt reduction from internal cash in
the near-term."

DI participates in a marketplace with relatively low barriers to
entry, which has become increasingly price competitive.  Still,
the company benefits from its leading market positions and has
done well bidding for new work recently, with a win rate above the
industry average, at around 40%.

The stable outlook reflects S&P's belief that continued debt
reduction will largely offset the impact of lower sales and
earnings on key credit ratios, with debt to EBITDA remaining
between 5x-6x through 2015.


E*TRADE FINANCIAL: S&P Raises ICR to 'B'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
issuer credit and senior unsecured debt ratings on E*TRADE
Financial Corp. to 'B' from 'B-'.  S&P also raised its long-term
issuer credit and certificate of deposit ratings on E*TRADE Bank
to 'BB-' from 'B+'.  In addition, S&P affirmed its 'B' short-term
rating on E*TRADE Bank.  The outlook on the long-term issuer
credit ratings is stable.

"The upgrades reflect the improvements in E*TRADE's liquidity
position during the past nine months and the prospect for further
improvement over the next 12 months," said Standard & Poor's
credit analyst Charles Rauch.

In September 2013, E*TRADE Bank received permission from the
Office of the Comptroller of the Currency (OCC) to upstream $100
million in dividends to the holding company, at which point S&P
revised its rating outlook to positive from stable.  Since then,
the bank has received quarterly regulatory approval to upstream a
total of $325 million of dividends to the holding company, and the
holding company received $75 million in proceeds from the sale of
G1X, its market making unit.  The holding company, which had $525
million of cash on the balance sheet as of March 31, 2014, can now
cover more than two years of debt servicing obligations.  If the
OCC continues to allow E*TRADE Bank to upstream dividends, the
holding company should be in a position to meet its next debt
maturity ($435 million 6.75% notes due in June 2016) with cash on
the balance sheet.

S&P's ratings on E*TRADE and E*TRADE Bank reflect its well-
recognized brand name, but a comparatively small market position
in the cyclical retail brokerage market.  The ratings are weighed
down by the lack of financial flexibility at the holding company
for servicing $1.7 billion of debt.

"The stable outlook reflects our expectation that E*TRADE's
operating performance will be at or near 2013 levels over the next
six to 12 months, our outlook period for speculative-grade
companies," said Mr. Rauch.  "Given our expectation for financial
performance, we assume the OCC will continue to permit E*TRADE
Bank to upstream $75 million of dividends per quarter to the
holding company.  We further expect the holding company will
prioritize dividends received for servicing debt."

If the banking regulators lift the memorandum of understanding and
allow E*TRADE Bank to upstream dividends without requiring prior
regulatory approval, S&P could raise the ratings.  On a more
fundamental basis, if E*TRADE's operating performance continues to
improve, thereby exceeding S&P's expectation, and it begins to
prepay debt, it could upgrade the company.

Alternatively, if fundamental performance were to slide and the
regulators deny E*TRADE Bank permission to upstream dividends to
the holding company or the holding company squanders any dividends
it receives (for example, via share buybacks), S&P could lower the
ratings.


EAGLE ROCK: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based oil and gas exploration and
production company Eagle Rock Energy Partners L.P. to 'B-' from
'B'.  The outlook is stable.

The rating on the company's senior unsecured notes remains 'B'.
S&P is maintaining the recovery rating on these notes at '4'.  The
rating remains on CreditWatch with positive implications, where it
was placed on Dec. 23, 2013, pending the close of the midstream
transaction with Regency.  Eagle Rock will be transferring its
$550 million of senior unsecured notes into an equivalent amount
of Regency senior unsecured notes with the same terms.

The downgrade reflects the announcement that the company has
received final regulatory approval from the Federal Trade
Commission necessary for the close of the acquisition by Regency
Partners.

"The outlook is stable because we do not expect to raise or lower
the rating on Eagle Rock during the next 12 months.  This assumes
that the company will maintain adequate liquidity and that
production and costs will be consistent with our expectations,"
said Standard & Poor's credit analyst Marc Bromberg.

S&P could lower the rating if we believe that liquidity is
unlikely to remain adequate.  S&P could foresee this scenario if
the company's production and costs are unlikely to meet its
expectations, if its capital spending program or dividends are
meaningfully above our expectations, or if acquisitions are funded
primarily with debt.  Liquidity could also weaken if the company
does not manage the sale of its Regency equity stake in a prudent
manner.

S&P considers an upgrade unlikely due to its assessment of the
business risk profile, including the small size and scale of
production and reserves and the risk associated with developing
its resource prospects.


ENERGY FUTURE: Senior Bondholders Sue Juniors To Protect $432M
--------------------------------------------------------------
Law360 reported that senior bondholders of an Energy Future
Holdings Inc. affiliate has filed papers contending that junior
bondholders cannot be paid out of the senior group's collateral
proceeds unless the senior bondholders receive $432.4 million they
say they are owed.  According to Law360, the suit was filed by CSC
Trust Co. of Delaware, the indenture trustee for holders of first-
lien notes, saying that a proposed payment to the junior
bondholders would violate a collateral trust agreement that
regulates the relationship between the senior and junior
bondholders.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the 10 percent bondholders contend the second-lien holders are
obligated under subordination provisions in the loan agreements to
pay them the remainder of the make-whole.  They point to the
subordination provision saying the junior holders aren't entitled
to anything until the first-lien debt is fully paid, Mr. Rochelle
said.

The indenture trustee's lawsuit is CSC Trust Co. of Delaware v.
Computershare Trust Co. NA (In re In re Energy Future Holdings
Corp.), 14-50410, U.S. Bankruptcy Court, District of Delaware
(Wilmington).

            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.


EPICOR SOFTWARE: Moody's Hikes Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded Epicor Software Corporation's
corporate family rating to B2 from B3. Moody's also upgraded its
probability of default rating to B2-PD from B3-PD, upgraded its
senior unsecured debt to B3 from Caa1 and affirmed the first lien
debt at Ba3. Moody's also upgraded parent company EGL Midco,
Inc.'s senior unsecured debt to Caa1 from Caa2. The ratings
outlook is stable.

Ratings Rationale

The corporate family rating upgrade to B2 reflects the steady
improvement in revenues, EBITDA and free cash flow since the going
private transaction in 2011 and steady de-leveraging since its
June 2013 dividend recapitalization. Following the successful
merger of Epicor and Activant, Epicor's revenues have grown to
just under $1 billion, demonstrating an improvement in business
scale and recovery in some of Epicor's key end markets. While
leverage remains high at approximately 6.8x (including debt at its
holding company, EGL Midco Inc. and pro forma for certain one-time
costs), Moody's  expect it to fall well below 6.5x within the next
12 to 18 months. Pro forma free cash flow to debt is approximately
5% at March 31, 2014, in-line with other B2 rated software
companies albeit on the lower end of the range. The ratings also
consider the "sticky" nature of Epicor's enterprise resource
software products, its leading positions in a number of industry
verticals which drive strong recurring revenues, and prospects for
modest organic growth with the introduction of its ERP 10 software
suite and cloud based offerings.

Moody's expects the company will continue to be acquisitive and
future large debt financed acquisitions could negatively impact
ratings. Additional debt financed shareholder distributions or
significant deterioration of performance in any of Epicor's key
end markets could also lead to a ratings downgrade. Though
unlikely in the near term, the ratings could be upgraded if
leverage is expected to remain below 5x.

Liquidity is good based on an approximately $113 million in cash
at March 31, 2014, an undrawn $103 million revolving credit
facility and expectations of continued healthy free cash flow.

Upgrades:

Issuer: Epicor Software Corporation

Corporate Family Rating, Upgraded to B2 from B3

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Senior Unsecured Regular Bond/Debenture May 1, 2019, Upgraded to
B3 from Caa1

Issuer: EGL Midco, Inc.

Senior Unsecured Regular Bond/Debenture Jun 15, 2018, Upgraded
to Caa1 from Caa2

Affirmations:

Issuer: Epicor Software Corporation

Senior Secured Bank Facilities, Affirmed Ba3

Outlook, Remains Stable

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

Epicor Software Corp. is a leading provider of enterprise
application software for mid-sized companies. The company had
revenues of approximately $982 million in the last twelve months
ended March 31, 2014. Epicor is owned by private equity group,
Apax Partners.


EXIDE TECHNOLOGIES: Gets Reorganization Plan Proposal From UNC
--------------------------------------------------------------
Exide Technologies on June 30 disclosed that it received a non-
binding proposal for a Plan of Reorganization (POR) from the
Unofficial Committee of Senior Secured Noteholders (UNC).  The UNC
members hold a substantial majority of the Company's Debtor-in-
Possession (DIP) facility term loan and prepetition senior secured
notes.  The proposal follows extensive discussions among the
Company and certain members of the UNC who executed
confidentiality agreements with Exide.  The Company also received
an amendment to the DIP facility providing for an extension of the
June 30, 2014 deadline under the DIP facility to file a Chapter 11
POR.  In addition, Exide received an extension of the delivery
date under the DIP facility to file audited financial statements
for fiscal year 2014 from 90 days following fiscal year-end until
August 15, 2014.

               Contemplated Exit Funding under POR

The non-binding POR proposal contemplates substantial deleveraging
of the Company's debt by more than $700 million, a sizable
investment of new equity capital, and new debt to fund the Exide
Chapter 11 emergence and post-emergence business -- including
liquidity and working capital to support the Company's operations,
seasonality and growth of the Company's businesses; capital
improvements; and environmental, health and safety investments.
The proposed new equity investment would comprise an issuance of
approximately $300 million of preferred convertible equity (a
portion of which is contemplated to be issued in connection with a
Rights Offering backstopped by certain members of the UNC and the
balance of which would be in the form of a direct equity purchase
by such members).  The proposed new debt issuance is contemplated
to be approximately $185 million and would be backstopped by
certain members of the UNC.  The non-binding proposal also
contemplates a new asset based loan (ABL) facility, the
commitments for which would be obtained from third-party lenders
in conjunction with the POR confirmation process.  All of the
transactions contemplated by the non-binding proposal would be
subject to various conditions precedent, including filing of
Exide's audited financial statements and completion of the
investigation referenced in Exide's filing on Form 12b-25 dated
today.

Exide believes the proposed POR and related transactions, if
documented and consummated, would position the Company to execute
its comprehensive five-year business plan under which all Exide
global groups -- Industrial, Recycling, and Transportation --
would remain operational and continue serving its customers.
Exide is pleased with the progress of discussions with certain
members of the UNC and views the proposal as highly constructive.
The Company intends to carefully evaluate the proposal and
continue discussions with certain members of the UNC -- as well as
its other stakeholders, including its Official Committee of
Unsecured Creditors -- and Exide anticipates advancing
negotiations to the POR proposal and related definitive
documentation.

                          DIP Amendments

To facilitate completion of the definitive documentation for its
re-capitalization under the proposed POR framework, Exide has
obtained an amendment to the DIP facility, effective June 27,
2014, whereby the Company's previous June 30, 2014 deadline for
filing its POR has been extended to July 31, 2014, and the
milestone date for soliciting acceptance of the POR has been
eliminated.  Exide also has secured an increase of the maximum
amount of the letters of credit that can be issued under the DIP
facility from $75 million to $85 million in connection with this
amendment.  Further, the Company contemporaneously secured an
additional amendment to the DIP facility to extend the filing date
of its financial statements for fiscal year 2014 from June 30,
2014 until August 15, 2014.

"Since filing for Chapter 11 restructuring in June 2013, Exide has
made substantial progress in improving operations and developing a
five-year business plan while continuing to service our
customers," said Robert M. Caruso, President and Chief Executive
Officer of Exide Technologies.  "We believe the UNC's proposal is
a significant step forward in our Chapter 11 process, and we look
forward to continuing work with members of the UNC to memorialize
a binding agreement as well as executing our longer-term
turnaround and driving results for the business."

The Company anticipates emerging from Chapter 11 restructuring for
its U.S. operations by the end of 2014.

Additional details regarding the DIP amendments can be found in
the Company's 8-K, filed today with the U.S. Securities and
Exchange Commission, at http://ir.exide.com/sec.cfm

                      About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EVERYWARE GLOBAL: Enters Into Amendment to Extend Forbearance
-------------------------------------------------------------
EveryWare Global, Inc. on June 30 disclosed that it has entered
into an amendment to extend the Company's Forbearance Agreement
with the administrative agent and certain other lenders under the
Company's Term Loan Agreement through July 15, 2014.  In addition,
EveryWare entered into a further amendment to the Company's asset
backed loan ("ABL") agreement with the lenders under its ABL
facility to extend the increased availability under that facility
through July 15, 2014.

Sam Solomon, Chief Executive Officer of EveryWare, stated, "The
agreements with our lenders provide the time we need to negotiate
a long term financing solution. We thank our partners for their
continued support."

The Forbearance Agreement amendment provides that the parties to
the Forbearance Agreement, constituting more than 50% of the
lenders under the Term Loan Agreement, will continue to forbear
from exercising their rights and remedies under the Term Loan
Agreement with respect to the events of default that occurred as a
result of the Company's failure to comply with the maximum
consolidated leverage ratio covenant and the minimum interest
coverage ratio covenant for the fiscal quarters ended March 31,
2014 and June 30, 2014.  The period of forbearance is now set to
expire at 5:00 p.m. (New York City time) on July 15, 2014, unless
terminated earlier pursuant to the terms of the Forbearance
Agreement.

In addition, the Company entered into an amendment to the
Company's ABL agreement.  Among other things, the ABL amendment
extended the temporary increase in the Company's available
liquidity from June 30, 2014 to the earlier of (i) July 15, 2014
and (ii) the date on which the Forbearance Agreement terminates in
accordance with its terms.  If the Forbearance Agreement
terminates prior to July 15, 2014, it will result in an event of
default under the ABL agreement.

                          About EveryWare

EveryWare Global, Inc. is a global marketer of tabletop and food
preparation products for the consumer and foodservice markets,
with operations in the United States, Canada, Mexico, Latin
America, Europe and Asia.  Its global platform allows it to market
and distribute internationally its total portfolio of products,
including bakeware, beverageware, serveware, storageware,
flatware, dinnerware, crystal, buffetware and hollowware; premium
spirit bottles; cookware; gadgets; candle and floral glass
containers; and other kitchen products, all under a broad
collection of widely-recognized brands.


FEDERAL-MOGUL: Bankruptcy Trust Wins $9.3M Asbestos Verdict
-----------------------------------------------------------
Law360 reported that the asbestos trust created by auto parts
maker Federal-Mogul Corp.'s reorganization won a $9.3 million
wrongful death verdict against defunct spray insulation
manufacturer and Federal-Mogul subsidiary T&N Ltd., bringing the
trust closer to tapping a wealth of prebankruptcy insurance.

According to the report, following a two-week trial, a
Massachusetts federal jury found T&N liable for the 2010
mesothelioma death of John T. Lydon Jr., a pipefitters' union
manager who allegedly breathed its Limpet-brand asbestos
insulation during the construction of Boston's Prudential Tower
skyscraper in the early 1960s.

The case is Katherine Lydon et al. v. T&N Ltd. et al., case number
1:12-cv-10013, in the U.S. District Court for the District of
Massachusetts.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin and
Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in
their restructuring effort.  When the Debtors filed for protection
from their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Attorneys at The Bayard Firm
represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FIRED UP: July 3 Hearing on Continued Access to Cash Collateral
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 3, 2014, at
1:30 p.m., to consider Fired Up, Inc.'s first motion to modify and
extend authority for use of cash collateral in the ordinary
course.

The Debtor also has sought Court approval of the cash collateral
budget for the months of July to October 2014 -- including a
revised estimate for professional fees and a clarification of the
instances in which the Debtor may exceed a specific line item on
the budget.

To date, the Debtor has received rough estimates of professional
fees incurred (although no amounts have been approved to this
date) as:

         a. April 2014                       $167,000
         b. May 2014                         $195,000

Based upon these estimates, the Debtor requested aggregate
authority to pay $200,000 per month.  The amount is based on the
average of the estimates for April and May plus a cushion of 10%.

The Debtor also requested authority to carry the unused portion of
any month's professional fee budget forward to subsequent months.

The Debtor has prepared a revised budget for the months of July
through October of 2014, a copy is available for free at:

   http://bankrupt.com/misc/FiredUp_156_9_ordercashcollateral.pdf

The Debtor believes that these parties have an interest in cash
collateral and may be affected by the motion:

   Creditor                                  Debt Amount
   --------                                  -----------
FRG Capital, LLC                             $13,436,864
General Electric Capital Corporation            $514,005
GE Capital Franchise Corporation                 $55,201
                                                $784,866
GE Capital Franchise Corporation                 $56,489
GE Capital Franchise Finance Corporation        $473,907
Independent Bank                                $607,451
Prosperity Bank                               $1,185,251
Xerox

In addition to the contractual secured creditors, the Debtor owes
delinquent ad valorem taxes on personal property it owns in the
amount of approximately $64,000 and an unliquidated amount in
current obligations to 155 local taxing entities that are not yet
due.  The Debtor also has a certificate of deposit which is
pledged to secure a letter of credit for the Debtor's non-
subscriber workman's compensation policy, well as two certificates
of deposit which are collateral for a former program with Wells
Fargo.  The Debtor does not seek permission to use the Wells Fargo
cash collateral.

The various types of adequate protection which Debtor may provide,
include:

   a. making periodic cash payments to the extent that the
creditor suffers a decrease in the value of its interest in such
property;

   b. granting replacement liens in collateral to compensate the
creditor for any decrease in the value of the creditor's interest
in such property; or

   c. granting other relief as will result in the realization of
the indubitable equivalent of the creditor's interest in
collateral.

The Debtor related that its original cash collateral motion
provided adequate protection to secured creditors in the form of
replacement liens.

Bankruptcy Judge Tony M. Davis previously issued a final order
authorizing the Debtor to use, sell or lease cash collateral to
pay its usual and necessary operating expenses until July 30,
2014.  The authorization to use cash collateral will specifically
include payment of U.S. Trustee fees.

                       About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.


FIRED UP: Barron & Newburger Approved as Bankruptcy Counsel
-----------------------------------------------------------
Bankruptcy Judge Tony M. Davis gave his stamp of approval on an
agreed order authorizing the employment of Barron & Newburger,
P.C. as counsel to Fired Up, Inc., effective as of March 27, 2014.

The agreement was entered among the Debtor, the Official Unsecured
Creditors' Committee and the U.S. Trustee's Office.

On June 2, 2014, the Debtor filed a brief with regard to
employment and compensation of these professionals: (i) Barron &
Newburger as counsel; (ii) Hajjar, Sutherland & Peters, LLP as
special counsel; and (iii) Vernon Law Group, PLLC as special
counsel.  The Debtor stated that the parties have worked to narrow
the issues for the hearing in accordance with the guidance
provided by the Court at the status conference on May 20, 2014.

The Debtor has also withdrawn its objection to employment of the
Committee's counsel, Pachulski Stang, and the FTI Consulting based
upon the rates sought to be charged as the professionals have
agreed that their compensation will be determined under the
lodestar method and that the Court will be allowed to review the
reasonableness of both the rates and total fees and expenses being
charged.

On May 14, the Debtor responded to the objection filed by Judy A.
Robbins, U.S. Trustee for Region 7, in relation to several
procedural and disclosure-related matters.  The U.S. Trustee
objected that BNPC's request to maintain an evergreen retainer
must be conditioned on the Debtor remaining current on its
obligations.

The Debtor said that it does not believe that it has requested an
evergreen retainer.  The Debtor proposed that its attorneys hold a
retainer and receive payment for approved fees as they are
approved.  This is no different than allowing compensation from
current cash flow if a retainer was not held, the Debtor said.

As reported in the Troubled Company Reporter on May 12, 2014, the
Barron & Newburger is expected to:

   (a) advise the Debtor of its rights, powers, and duties as a
       debtor-in-possession continuing to manage its assets;

   (b) review the nature and validity of claims asserted against
       the property of the Debtor and advising the Debtor
       concerning the enforceability of those claims;

   (c) prepare on behalf of the Debtor, all necessary and
       appropriate applications, motions, pleadings, draft
       orders, notices, schedules, and other documents and
       reviewing all financial and other reports to be filed
       in the chapter 11 case;

   (d) advise the Debtor concerning and preparing responses to,
       applications, motions, complaints, pleadings, notices, and
       other papers which may be filed in the chapter 11 case;

   (e) counsel the Debtor in connection with the formulation,
       negotiation, and promulgation of a plan of reorganization
       and related documents;

   (f) perform all other legal services for and on behalf of
       The Debtor which may be necessary and appropriate in the
       administration of the chapter 11 case and the Debtor's
       business; and

   (g) work with professionals retained by other parties in
       interest in this case to attempt to obtain approval of a
       consensual plan of reorganization for the Debtor.

Barron & Newburger will be paid at these hourly rates:

       Barbara Barron                 $425
       Stephen Sather                 $425
       Attorneys                    $175-$475
       Support Staff                $20-$100

Barron & Newburger will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Barron & Newburger received payments from the Debtor in the amount
of $90,307 during the period from Oct. 17, 2013 to March 23, 2014.
The amounts paid consisted of both payments and credits for
services performed. The amounts were applied to pay for services
performed prepetition.

The firm received a retainer from the Debtor in the amount of
$50,000 on March 25, 2014 for use in its bankruptcy.  The retainer
was paid from the Debtor's funds.  Such retainer constitutes a
"security retainer" and will be held in the firm's trust account
pending further order of the Court and payment from the Debtor in
this case.  The firm asserts a lien against such retainer for fees
and expenses subject to Court approval.  The firm is also holding
a retainer for noticing costs in the amount of $10,000.

Stephen W. Sather, Esq., attorney at Barron & Newburger, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Barron & Newburger can be reached at:

       Stephen W. Sather, Esq.
       BARRON & NEWBURGER, P.C.
       1212 Guadalupe Street, Ste. 104
       Austin, TX 78701
       Tel: (512) 476-9103 Ext. 220
       Fax: (512) 476-9253
       E-mail: ssather@bn-lawyers.com

                       About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Committee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.


FIRED UP: FTI Consulting Okayed as Committee's Financial Advisor
----------------------------------------------------------------
Bankruptcy Judge Tony M. Davis signed off on an agreed order
authorizing the Official Committee of Unsecured Creditors in the
Chapter 11 case of Fired Up Inc. to retain FTI Consulting, Inc. as
its financial advisor effective as of April 9, 2014.

The agreement was entered among the Debtor, the Committee, and the
U.S. Trustee's Office.

On May 14, the Debtor objected to the FTI application, stating
that the Committee did not state why it needed a financial
advisor.   The hourly rates requested in the application exceeded
the prevailing market rates in the Western District of Texas.  The
rates sought to be charged range from $300 to $550 per hour for
consultants and senior consultants to $800 to $925 per hour for
senior managing directors.  The application and accompanying
disclosures did not provide any information as to the individuals
contemplated to be part of the engagement team.

After negotiations with the Committee and the U.S. Trustee, the
Debtor subsequently withdrew its objection to the Committee's
employment of Pachulski Stang as counsel and FTI Consulting.

The Committee, in its application, stated that FTI will:

   1. assist in the review of financial related disclosure
required by the Court, including the schedules of assets and
liabilities, the statement of financial affairs and monthly
operating reports;

   2. assist in the preparation of analyses required to assess any
proposed Debtor-in-possession financing or use of cash collateral;
and

   3. assist with the assessment and monitor of the Debtor's short
term cash flow, liquidity and operating results.

To the best of the Committee's knowledge, FTI doesn't hold or
represent or hold any interest adverse to that of the Committee.

FTI is not owed any amounts with respect to prepetition fees and
expenses

Steven Simms, senior managing director at FTI Consulting, Inc.,
told the Court that the hourly rates of FTI personnel are:

         Senior Managing Directors           $800 - $925
         Directors/Managing Directors        $580 - $765
         Consultants/Senior Consultants      $300 - $550
         Administrative/Paraprofessionals/
         Associate                           $125 - $250

                       About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.


FIRED UP: Hajjar Sutherland Approved to Handle Corporate Matters
----------------------------------------------------------------
Bankruptcy Judge Tony M. Davis gave his stamp of approval on an
agreed order authorizing the employment of Hajjar, Sutherland &
Peters, LLP as special counsel to Fired Up Inc., effective as of
March 27, 2014.

The agreement was entered among the Debtor, the Official Unsecured
Creditors' Committee, and the U.S. Trustee's Office.

On May 14, in response to the objection of Judy A. Robbins, U.S.
Trustee for Region 7, the Debtor said HSP does not have a separate
employment contract, and that HSP's disclosure stated "The firm
has not received a retainer from the Debtor, so there is no
additional disclosure to be made.

The U.S. Trustee objected to certain procedural details contained
in the HSP application, including a copy of the contract between
HSP and the Debtor.

The U.S. Trustee is represented by:

         Deborah A. Bynum, Esq.
         Trial Attorney
         903 San Jacinto Blvd., Room 230
         Austin, TX 78701
         Tel: (512) 916-5328
         Fax: (512) 916-5331
         E-mail: Deborah.A.Bynum@usdoj.gov

As reported in the Troubled Company Reporter on May 12, 2014,
Hajjar Sutherland is expected to perform these services for the
estate: lease negotiations, general corporate matters, and general
trademark and other intellectual property matters.

Hajjar Sutherland will be paid at these hourly rates:

       Robert Wheeler                 $360
       Diana Borden                   $275
       Angela Woodbury                $275
       Kareem Hajjar                  $275
       Doran Peters                   $275
       Judson Sutherland              $275
       Whitney Withers                $250
       Benjamin Ruiz                  $250
       Santiago Diaz                  $140
       Frances Rosales                $110
       Jessica Metz                   $110

Hajjar Sutherland will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Hajjar Sutherland received payments from the Debtor in the amount
of $102,328 during the year prior to bankruptcy.  This averaged
$8,527 per month.  The total fees billed to the Debtor for the
past three years averaged $34,798 per year.  No fees were owed
as of the petition date except for fees incurred during the week
prior to bankruptcy.  The firm has not received a retainer from
the Debtor.

Mr. Hajjar, Esq., attorney at Hajjar Sutherland, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                       About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.


FIRED UP: July 28 Set as General Bar Date for Rejection Claims
--------------------------------------------------------------
Bankruptcy Judge Tony M. Davis established:

     (i) July 28, 2014, as the general bar date for rejection
         claims for the landlords in the Chapter 11 case of
         Fired Up, Inc.; or

    (ii) 28 days after service of any order approving the
         rejection of a lease other executory contract.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.


FOREX INTERNATIONAL: Incurs $9.7K Net Loss in First Quarter
-----------------------------------------------------------
Forex International Trading Corp. filed its quarterly report on
Form 10-Q, disclosing a net loss of $9,686 on $30,000 of total
revenues for the three months ended March 31, 2014, compared with
a net loss of $62,053 on $nil of total revenues for the same
period in 2013.

The Company's balance sheet at March 30, 2014, showed $1.05
million in total assets, $941,252 in total liabilities, and a
stockholders' deficit of $113,320.

The Company generated revenues in the fiscal quarter ended March
31, 2014, but has had recurring losses from operations since
inception, and has a negative working capital as of March 31,
2014.  As of March 31, 2014, the Company has an accumulated
deficit of $2,126,147.  This raises substantial doubt about its
ability to continue as a going concern, according to the
regulatory filing.

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

                       http://is.gd/vyg41d

Headquartered in New York, N.Y., Forex International Trading Corp.
operates an offshore advanced online trading platform for Forex
markets to non U.S. residents.  The Company focuses on providing
individual and institutional investors with a platform for buying
and selling currencies, precious metals and commodity futures.


FREEDOM INDUSTRIES: Judge Keeps Lawyers on Short Rations
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Ronald G. Pearson in
Charleston, West Virginia, is keeping a lid on professional costs
in the liquidation of Freedom Industries Inc., the company whose
leaking tank polluted drinking water for much of the state.

Judge Pearson on June 18 denied a request to hire an out-of-state
noticing and claims agent, citing ?clerical and consultant rates
ranging from $20 to $140 per hour.?  Instead, he told the company
to hire a local noticing agent with experience in dealing with
clerks in the Charleston court, the report related.

As previously reported by The Troubled Company Reporter, citing a
separate report by Mr. Rochelle, lawyers for Freedom Industries
are being paid less than half and, in one case, less than one-
third of their regular rates, as the result of a June 3 ruling by
Judge Pearson.  In May, Judge Pearson expressed concern that
professionals were running up fees so high there wouldn't be money
to cover environmental remediation.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, the Bankruptcy Court approved the hiring of Mark
Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FREEDOM INDUSTRIES: Heavy Rain Muddies Spill Site Demolition
------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
the planned demolition of a chemical-storage facility at the site
of a January spill that tainted West Virginia's water supply
recently faced an unexpected setback -- heavy rain.

According to the Journal, the chief restructuring officer of
Freedom Industries Inc., the now-bankrupt company that owns the
site of the spill, said in a filing in U.S. Bankruptcy Court in
West Virginia that potentially chemical-laced water from the
Etowah River Terminal facility flowed into the nearby Elk River on
two consecutive days.  Mark Welch, Freedom's chief restructuring
officer, blamed the improper water discharge on "the combination
of heavy rainfall and the failure of those responsible for the
site to follow established protocols," the report Journal.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Freedom Industries persuaded AIG Specialty Insurance
Co. to pay the entire $3 million in coverage for pollution.  The
policy coverages included "pollution legal liability," Freedom
said in court papers filed June 24, the Bloomberg report related.
In exchange for the payment, AIG gets a release and an injunction
preventing anyone from suing the insurance company over the
chemical spill, the report further related.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, the Bankruptcy Court approved the hiring of Mark
Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


GARLOCK SEALING: Asbestos Plaintiffs Object To Claim Deadlines
--------------------------------------------------------------
Law360 reported that asbestos victims suing bankrupt Garlock
Sealing Technologies LLC objected to the company's proposal to set
a date by which all settled claims must be filed for review,
saying that the plan is unfair to the claimants.

According to the report, in a March motion, GST asked the court to
establish August 1 as the bar date by which all creditors
asserting a settled GST asbestos claim must file proofs of claim
in the chapter 11 cases, after which they will be reviewed for
their allowability.  The official committee of asbestos personal
injury claimants said that although they are not opposed in
principle to a bar date, GST's plan gives the company too much
power, the report related.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GIGGLES N HUGS: Reports $506K Net Loss in March 30 Quarter
----------------------------------------------------------
Giggles N Hugs, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $506,262 on $822,050 of net sales for the
three months ended March 30, 2014, compared with a net loss of
$274,650 on $347,947 of net sales for the quarter ended March 31,
2013.

The Company's balance sheet at March 30, 2014, showed $2.9 million
in total assets, $3.93 million in total liabilities, and a
stockholders' deficit of $1.02 million.

The Company has recently sustained operating losses and has an
accumulated deficit of $5.3 million at March 30, 2014.  In
addition, the Company has negative working capital of $1.53 at
March 30, 2014.  The Company has and will continue to use
significant capital to grow and acquire market share.  These
factors raise substantial doubt about the ability of the Company
to continue as a going concern.

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

                       http://is.gd/aEsxOR

Los Angeles, Calif.-based Giggle N Hugs, Inc., owns and operates a
kid-friendly restaurant named Giggles N Hugs in the Westfield Mall
in Century City, as well as the new Westfield Topanga Shopping
Center location in Woodland Hills, California and owns the
intellectual property rights for Giggles N Hugs facilities in the
future.


GLOBAL GEOPHYSICAL: Lease Decision Period Extended to Oct. 21
-------------------------------------------------------------
Global Geophysical Services, Inc. seeks more time to assume or
reject real property leases in its Chapter 11 case in the Southern
District of Texas, Corpus Christi Division.  The Debtor seeks an
extension of 90 days to October 21, 2014.  The Debtor currently
leases properties in the U.S. as well as Canada, Colombia, Dubai,
Nairobi, and Tunisia.  The Debtor has been focused on operations
and overall business planning, and has not begun earnest
negotiations on a Plan of Reorganization.  Therefore, the Debtor
contends there is cause for extension pursuant to Sec.
365(d)(4)(B) of the Bankruptcy Code.

Hon. Richard Schmidt granted the extension to October 21.

             About Global Geophysical, Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors are represented by C. Luckey McDowell, Esq., Omar
Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in
Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in
Corpus Christi, Texas.  Alvarez & Marsal serves as the Debtors'
restructuring advisors, Fox Rothschild Inc. as financial advisor,
and Prime Clerk as claims and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.  The
Committee tapped Greenberg Traurig, LLP as counsel; and Lazard
Freres & Co. LLC and Lazard Middle Market LLC, as financial
advisors and investment bankers.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.


GLOBAL GEOPHYSICAL: Seeks Equity Percentage Correction
------------------------------------------------------
Global Geophysical Services, Inc. has requested that Hon. Richard
Schmidt enter an Order correcting the Final Debtor-in-Possession
Order that was entered in the Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division, on April 25, 2014.
The Final Order contains a typographical error as to the
percentage of equity in non-debtor subsidiaries pledged by the
Debtor.  The Order reads that 30% of equity is excluded; however,
the correct percentage is 35%.  The Debtor states that counsel for
the DIP lenders and counsel for the Official Committee of
Unsecured Creditors do not oppose the correction.  Federal
Bankruptcy Rule 9024 permits such corrections.

A hearing on the Debtor's request was scheduled for July 1, 2014
in Corpus Christi.

             About Global Geophysical, Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors are represented by C. Luckey McDowell, Esq., Omar
Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in
Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in
Corpus Christi, Texas.  Alvarez & Marsal serves as the Debtors'
restructuring advisors, Fox Rothschild Inc. as financial advisor,
and Prime Clerk as claims and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.  The
Committee tapped Greenberg Traurig, LLP as counsel; and Lazard
Freres & Co. LLC and Lazard Middle Market LLC, as financial
advisors and investment bankers.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.


GOOD SHEPHERD: S&P Lowers Rating on Bonds to 'BB+', On Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating (SPUR) on bonds issued for Good Shepherd
Health System (Good Shepherd, or GSHS), Texas to 'BB+' from 'BBB+.
At the same time, Standard & Poor's placed its ratings on
CreditWatch with negative implications.

"The ratings downgrade and the CreditWatch designation reflect our
view of Good Shepherd's deteriorating operations, limited debt
service capacity, and increasingly constrained balance sheet
resulting from the loss of patient volumes, along with the
elevated potential for debt acceleration if management is unable
reach an agreement with the holders of its direct purchase debt
for an extension of their forbearance agreement, which currently
extends until July 31, 2014," said Standard & Poor's credit
analyst Karl Propst.

"The CreditWatch placement also takes into account management's
plan to monetize certain fixed assets in order to bolster
unrestricted reserves," continued Mr. Propst.  "If successful, the
sale/leaseback will help the system to avert a potential days'
cash covenant violation at its fiscal year-end Sept 30, 2014."

This rating action also applies to Gregg County Health Facilities
Development Corp., Texas' series 2012C, 2002B, and 2006A bonds and
Harrison County Health Facilities Development Corp., Texas' series
2010A bonds.

GSHS is the sole member of Good Shepherd Medical Center and Good
Shepherd Medical Center Marshall, and Good Shepherd Medical
Center-Linden, which had no rated debt and which ceased operations
on April 30 due to persistent operating losses.  GSHS' total long-
term debt outstanding at March 31 was $192 million, including
current maturities.


HDGM ADVISORY: July 7 Hearing on Bid to Appoint Ch.11 Trustee
-------------------------------------------------------------
GPIF-I Equity Company, LTD and GPIF-I Finance Company, LTD, have
requested for the appointment of a Chapter 11 Trustee in HDGM
Advisory Services, LLC's bankruptcy case in the Southern District
of Indiana, Indianapolis Division.

The Funds are real estate investments firms for which the Debtor
acted as manager and the Debtor's principal, Harold Garrison,
acted as CEO and chairman of the Board of Directors.  The Funds
sued the Debtor and Garrison in federal court alleging
misappropriation of nearly $6 million.  The Funds received a
judgment of nearly $6.8 million prior to the date of the Debtor's
Chapter 11 petition.  Some additional related claims are still
pending.  A criminal investigation by the U.S. Attorney's office
is also underway.

The Funds contend that the Debtor has availed itself of bankruptcy
protection in order to delay the Funds' ability to collect on
their claims against the Debtor and Garrison.  The Debtor has
admitted to having minimal business operations and few assets.
Since Garrison has not personally filed for bankruptcy, he is free
to dispose of personal assets that could be subject to a judgment
against him.

The Funds contend that appointment of a trustee is warranted in
the Debtor's case either (1) for "cause" under Sec. 1104(a) of the
Bankruptcy Code, or (2)  because the appointment is in the best
interest of the estate and creditors under Sec. 1104(a)(2) of the
Code.  The Funds contend that cause exists based on the Debtor's
prepetition conduct which included fraud, dishonesty,
incompetence, and gross mismanagement.  Additionally, the Funds
contend that appointment of a trustee is in the best interests of
the estate and creditors because the Debtor cannot be trusted to
exercise its fiduciary duties to the estate and creditors.

Alternatively, the Funds seek to have the case converted to
Chapter 7 liquidation.

A hearing has been scheduled for July 7, 2014, in Indianapolis.
Objections to the Funds' requests were due on or before July 1.

GPIF-I Equity Company LTD and GPIF-I Finance Company LTD are
represented by Thomas C. Scherer, Esq. and Whitney L. Mosley, Esq.
at Bingham, Greenebaum, Doll, LLP of Indianapolis, Indiana.

                   About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc., under the lead case --
HDGM Advisory, Case No. 14-04797.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

According to the docket, the deadline for governmental entities to
file claims is on Nov. 17, 2014.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case NO. 14-00461) on Jan. 24, 2014.


HOYT TRANSPORTATION: Wants Plan Filing Exclusivity Moved to Aug.
----------------------------------------------------------------
Hoyt Transportation Corp. sought a third extension of its
exclusivity period to file a Chapter 11 plan of reorganization and
to solicit acceptances to that Plan.  The extension would make the
deadline for submitting a Plan of Reorganization on August 12,
2014 and the deadline for soliciting acceptances to the Plan on
October, 2014.

The Debtor said its request will allow time for the Debtor to
resolve outstanding back-pay claims which arose from a new
collective bargaining agreement which resulted from an industry-
wide ruling by the National Labor Relations Board.

A hearing on the Debtor's request was scheduled for June 19 before
Honorable Nancy H. Lord.

The Debtor is represented by Kevin J. Nash, Esq. at Goldberg,
Weprin, Finkel, Goldstein LLP of New York, New York.

                   About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


HP TEXAS HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: HP Texas Holdings, LLC
           fka Highland Park Investments, LLC
        6271 Highland Hills Dr.
        Dallas, TX 75241

Case No.: 14-33121

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 30, 2014

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

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Robert M. Nicoud, Jr., Esq.
                  OLSON, NICOUD & GUECK, LLP
                  1201 Main St., Ste. 2470
                  Dallas, TX 75202
                  Tel: 214-979-7300
                  Fax: 214-979-7301
                  Email: rmnicoud@dallas-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Ali A. Moghadam, manager.

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


HUMER LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Humer, LLC
        301-23 Spring Garden Street
        Philadelphia, PA 19123

Case No.: 14-15276

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: James N. Gross, Esq.
                  JAMES N. GROSS ESQUIRE
                  1616 Walnut Street, Suite 1110
                  Philadelphia, PA 19103
                  Tel: (215)670-9926
                  Email: JimGross1616@verizon.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed Cho Pui Wong, member of LLC.

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


IDAHO BANCORP: Banner Terminates Deal to Purchase Bank
------------------------------------------------------
Banner Corporation, the parent company of Banner Bank and
Islanders Bank, on June 30 disclosed that it has terminated its
agreement to acquire Idaho Banking Company through the bidding
process under Section 363 of Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Idaho.  Banner proposed to purchase all of the issued and
outstanding shares of Idaho Banking pursuant to an Asset Purchase
Agreement it had entered into with Idaho Bancorp, the bank holding
company of Idaho Banking, on April 24, 2014.  In connection with
the June 26, 2014 Court-supervised auction process, as
contemplated by the Agreement, Idaho Banking received the highest
offer from another bidder.  Accordingly, the Agreement has been
terminated.  Under the terms of the Agreement, consummation of the
acquisition was subject to the Bankruptcy Court entering a final
sale order with Banner for the purchase of all of the issued and
outstanding shares of Idaho Banking.

"While we are disappointed with the outcome of the bidding process
and the termination of the transaction, we remain enthusiastic
about the opportunities in the Boise market and committed to
increasing our presence in Southern Idaho," said Mark Grescovich,
Banner's President and CEO.  "We have been and will continue to be
a disciplined buyer in evaluating opportunities to expand our
franchise.  Unfortunately, the bidding process for Idaho Banking
resulted in a price that exceeded the economic benefit to Banner.
We will continue to seek transactions that provide a fair value
with an upside potential to our shareholders while at the same
time executing on our successful client acquisition strategies
which have produced significant growth in recent periods."

Banner Corporation will receive reimbursement for its expenses in
connection with the terminated transaction.

                    About Banner Corporation

Banner Corporation -- http://www.bannerbank.com-- is a $4.49
billion bank holding company operating two commercial banks in
Washington, Oregon and Idaho.  Banner serves the Pacific Northwest
region with a full range of deposit services and business,
commercial real estate, construction, residential, agricultural
and consumer loans.

                       About Idaho Bancorp

Idaho Bancorp -- http://www.idahobankingco.com-- is headquartered
in Boise, Idaho, and is the parent company of Idaho Banking
Company, a state-chartered commercial bank and member of the
Federal Reserve System, which was organized in 1996 and operates
four branch offices.  At December 31, 2013, Idaho Banking Company
had $100 million in assets, $62 million in loans and $96 million
in deposits.  The Company serves clients throughout southwestern
Idaho.

Idaho Bancorp filed a Chapter 11 bankruptcy petition (Bankr. D.
Idaho Case No. 14-00662) on April 24, 2014.  The case is assigned
to Judge Terry L Myers.  The Debtor has tapped Noah G. Hillen,
Esq., in Boise, Idaho, as counsel.  The Debtor scheduled $4.32
million in total assets and $7.23 million in liabilities.


IN PLAY MEMBERSHIP: Court Okays Management Deal with Billy Casper
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved a
management agreement Debtor In Play Membership Golf, Inc.,
negotiated with Billy Casper Golf, LLC.  BCG is in the business of
managing golf courses and country clubs.

The Debtor, along with First National Bank of Santa Fe, formerly
known as Mile High Banks, sought Bankruptcy Court approval of the
management agreement.  The Debtor has negotiated for the treatment
of Mile High's claims under its Chapter 11 Plan.

As previously reported by The Troubled Company Reporter, the
Management Agreement provides for these terms, among other things:

  -- BCG will form two wholly-owned single-purpose subsidiary
     entities registered to do business in the State of
     Colorado, Plum Creek Golf Management, LLC ("PCGM") and Deer
     Creek Golf Management LLC ("DCGM"), for the purpose of
     performing some or all of the services.

  -- BCG, through PCGM and DCGM, will have the exclusive right to
     supervise and direct the management and operation of the
     Debtor's Courses.

  -- The Debtor will provide a $100,000 initial funding for
     operations of both Courses and will at all times ensure that
     minimum funds balance of $100,000 is maintained with BCG.

  -- BCG will be paid a base management fee for its services in
     the amount of $13,500 per month.  In addition, BCG will be
     entitled to earn an Incentive Management Fee for each full
     calendar six-month period during the Term calculated as 20%
     of the positive Net Operating Income in excess of the Net
     Operating Income reflected on Owner's monthly operating
     reports filed in the Bankruptcy Case for the same six month
     period in 2013, adjusted for payments for property taxes and
     insurance.

  -- The Debtor may terminate the Management Agreement.  The
     Management Agreement may also be terminated upon the sale of
     The courses or the transfer of Mile High's loans.  In such
     event, BCG will be paid a Cancellation Fee of $50,000.

                 About In Play Membership Golf

In Play Membership Golf, Inc., owns and operates the Plum Creek
Golf and Country Club and the Deer Creek Golf Club, two-18-hole
golf courses, clubhouses, driving ranges and other amenities
located in Castle Rock and Littleton, Colorado, respectively.

In Play filed a Chapter 11 petition (Bankr. D. Col. Case No. 13-
14422) in Denver on March 22, 2013.  Jeffrey A. Weinman, Esq., at
Weinman & Associates, P.C., and Patrick D. Vellone at Allen &
Vellone, P.C., represent the Debtor in its restructuring effort.
Allen & Vellone, P.C. serves as the Debtor's co-counsel.

The Debtor estimated assets and liabilities of at least $10
million.  Mile High Banks is the Debtor's largest secured
creditor, asserting claims arising out of two promissory notes
that aggregate in excess of $10 million.


IN PLAY MEMBERSHIP: Gets Go Signal to Assume Lease with Maya Water
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved a
stipulation between Debtor In Play Membership Golf, Inc., and Maya
Water, Inc., for the assumption of a Water Lease dated June 2011.

                 About In Play Membership Golf

In Play Membership Golf, Inc., owns and operates the Plum Creek
Golf and Country Club and the Deer Creek Golf Club, two-18-hole
golf courses, clubhouses, driving ranges and other amenities
located in Castle Rock and Littleton, Colorado, respectively.

In Play filed a Chapter 11 petition (Bankr. D. Col. Case No. 13-
14422) in Denver on March 22, 2013.  Jeffrey A. Weinman, Esq., at
Weinman & Associates, P.C., and Patrick D. Vellone at Allen &
Vellone, P.C., represent the Debtor in its restructuring effort.
Allen & Vellone, P.C. serves as the Debtor's co-counsel.

The Debtor estimated assets and liabilities of at least $10
million.  Mile High Banks is the Debtor's largest secured
creditor, asserting claims arising out of two promissory notes
that aggregate in excess of $10 million.


INTEGRA TELECOM: Moody's Affirms B3 CFR, Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook of Integra
Telecom, Inc. to stable from positive given the company's slow
progress in growing revenue and reducing leverage. As part of the
rating action, Moody's has affirmed the company's existing B3
corporate family rating and B3-PD probability of default rating
along with the instrument ratings on the B2 rated senior secured
1st lien credit facilities and Caa2 rated senior secured 2nd lien
credit facilities at Integra Telecom Holdings, Inc. Moody's also
changed the outlook of Integra Telecom Holdings, Inc. to stable
from positive.

Ratings Rationale

The change in outlook to stable from positive reflects Moody's
view that Integra will not meet Moody's prior expectation of
leverage falling towards 4x (Moody's adjusted) by year end 2014.
Moody's had previously expected revenue growth in the low single
digit percentage range with stable to slightly higher margins,
leading to modest EBITDA growth. However, revenues have been
approximately flat over the past several quarters and Moody's
expects this to persist for the next several quarters.

Integra's B3 corporate family rating reflects its small scale,
moderate leverage and the intense competitive pressures that the
company faces. Integra competes primarily with incumbent carriers
like CenturyLink and AT&T by targeting medium to large enterprise
customers, while its legacy customer base among small business
customers has faced tough competition from cable companies.
Although leverage is moderate in the mid 4x range, Moody's
believes that the company has a narrow equity cushion, given
Moody's expectation of relatively low enterprise value multiples
for low-growth companies in this segment of the telecom industry.
The rating is supported by the company's improvement in operating
performance as demonstrated by a stabilization of revenues over
the past several quarters. The improvement in revenue trajectory
along with cost cutting efforts has led to EBITDA growth and
slightly lower leverage in the mid 4x range (Moody's adjusted).
Integra's extensive fiber-optic network assets in the Pacific
Northwest and its relatively stable base of recurring revenues
provide additional support to the rating

The ratings for the debt instruments reflect both the probability
of default of Integra, to which Moody's assigns a PDR of B3-PD,
and individual loss given default assessments. Moody's assumes a
50% family recovery rate given the capital structure of 1st lien
and 2nd lien bank debt. The senior secured 1st lien credit
facilities are rated B2 (LGD3-36%), one notch above the CFR due to
the support from the 2nd lien term loan. The 2nd lien term loan is
rated Caa2 (LGD5-87%) to reflect its junior ranking within the
capital structure.

Moody's expects that Integra will maintain good liquidity over the
next twelve months with an undrawn $60 million revolver and $33
million of cash on hand as of March 31, 2014. The first lien debt
will be subject to a 4.25x net first lien leverage covenant, which
Moody's believes will have sufficient cushion for the next 12
months.

Moody's could upgrade Integra's ratings if the company is able to
generate consistent revenue growth and positive free cash flow
while its Moody's adjusted Debt/EBITDA approaches 4x. Moody's
could lower Integra's ratings if free cash flow turns negative, if
its liquidity becomes strained or if adjusted Debt/EBITDA leverage
exceeds 6x for an extended period.

Integra Telecom, Inc., is a competitive local exchange carrier
("CLEC") headquartered in Portland, OR, which provides
telecommunications services various sized businesses and
communications companies.

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

On February 6, 2013, Moody's Investors Service assigned a B2
(LGD3-35%) rating to Integra Telecom Holdings, Inc.'s proposed
$555 million senior secured 1st lien term loan due 2019 and $60
million senior secured revolver due 2018 and a Caa2 (LGD5-87%)
rating to the $225 million senior secured 2nd lien term loan due
2020. Due to an internal administrative error, these ratings were
assigned under Integra Telecom, Inc. Moody's has corrected its
ratings database to reflect the correct issuer name as Integra
Telecom Holdings, Inc.


INTERNET BRANDS: Moody's Corrects June 16 Ratings Release
---------------------------------------------------------
Moody's Investors Service made corrections on June 30, 2014, to
the headline and text of its ratings release dated June 16, 2014
for Internet Brands, Inc.

The headline has been revised to: "Moody's assigns B2 CFR to
Internet Brands following leveraged buyout; rates new credit
facilities B1 (first-lien) and Caa1 (second-lien); outlook
stable".

The June 16 release noted that Moody's assigned a B1 rating to
Internet Brands' proposed senior secured first-lien debt facility
($435 million first-lien term loan due 2021, $50 million delayed
draw first-lien term loan due 2021 and $75 million revolving
credit facility due 2019) and Caa1 rating to the new $195 million
second-lien term loan facility maturing 2022. In connection with
the rating action, Moody's lowered Internet Brands' Corporate
Family Rating (CFR) to B2 from B1 and affirmed the Probability of
Default Rating (PDR) at B2-PD. The rating outlook is stable.

The first paragraph of the original release has been revised to:
"Moody's Investors Service has assigned to Internet Brands, Inc.
("Internet Brands" or the "company") a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR). In connection
with this rating action, Moody's assigned a B1 rating to the
company's proposed senior secured first-lien debt facility ($435
million first-lien term loan due 2021, $50 million delayed draw
first-lien term loan due 2021 and $75 million revolving credit
facility due 2019) and Caa1 rating to the new $195 million second-
lien term loan facility maturing 2022. The rating outlook is
stable."

In the Debt List section, under the heading "Ratings Assigned:",
the issuer name Internet Brands, Inc. was added with the following
ratings listed: "Corporate Family Rating - B2", "Probability of
Default Rating - B2-PD". The "Ratings Downgraded:" and "Ratings
Affirmed:" sections have been removed.

In the fourth paragraph, the third sentence has been revised to:
"We will withdraw the company's existing B1 CFR, B2-PD PDR, as
well as the B1 ratings and LGD assessments on the existing credit
facilities upon their full repayment and extinguishment."

In the first paragraph in the Ratings Rationale section, the first
sentence has been revised to: "Internet Brands' B2 CFR reflects
the company's elevated leverage following its second LBO in less
than four years."


IRON MOUNTAIN: S&P Lowers CCR to 'B+' on Higher Leverage
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boston-based storage and information management
solutions company Iron Mountain Inc. to 'B+' from 'BB-'.  The
outlook is stable.

At the same time, S&P lowered all issue-level ratings by one
notch.  The recovery ratings remain unchanged.

"The downgrade reflects the increase in Iron Mountain's leverage
to the mid-5x area, which is above our 5x threshold for the
company at the 'BB-' rating, our expectation of several years of
negative discretionary cash flow (cash flow from operations minus
capital expenditures and dividends) unless the company scales back
capital expenditures, and the low likelihood, in our view, that a
rapid deleveraging will occur.  Leverage has drifted higher as a
result of increased shareholder payouts, acquisitions, and costs
associated with the REIT conversion.  Now that the company has
received the positive ruling on its REIT status, we expect the
company will use equity financing, which could bring leverage down
over the long term, assuming continuous equity market support.
However, we do not expect that the equity issuance will be
sufficient in the next 12 months to deleverage swiftly below 5x.
In addition, the distributions to shareholders required of a REIT,
in combination with high capital expenditures and ongoing
acquisitions, will likely result in negative discretionary cash
flow before the company issues equity or debt.  The prospects for
ongoing high leverage and reduced financial flexibility are
significant rating considerations," S&P said.

S&P views Iron Mountain's business risk profile as "fair."  The
company is a global market leader in the records management
business, which benefits from low customer attrition, high
switching costs, and long-term storage contracts that provide
stable and recurring revenue.  The company maintains an EBITDA
margin in the mid-30% area in its North American business, and has
achieved significant EBITDA margin improvement in its
international business as the segment has matured, and as storage
capacity utilization has gradually increased.

At the same time, the company's business is exposed to the threat
of digital storage, as well as to disasters such as fires.  Over
the last eight quarters from 2012 through 2013, the company's net
organic volume growth in its North American records management
business declined (on average) about 0.3%.  The company has been
able to mitigate organic volume declines via acquisitions, but S&P
believes the increasing adoption of digital storage alternatives
could lower volumes going forward.  Aside from the company's
storage business, its consolidated services segment, which
includes secure shredding, retrieval access, and other outsourcing
services, accounted for 41% of total revenue and declined 2.4% in
2013 (after declining 4.5% in 2012), because of reduced
retrieval/re-file activity and lower shredding revenues.

"We view Iron Mountain's financial risk profile as "aggressive,"
given its high leverage, relative capital intensity, and
increasingly shareholder-favoring policies.  We expect the company
to increase its use of equity financing and to use proceeds for
deleveraging transactions. However, an unfavorable shift in equity
market views of REITs could hamper progress.  We do not expect
leverage to decline based on debt repayment from cash flow," S&P
said.

S&P's initial rating outcome ("anchor") is 'bb-', and the risks
surrounding high shareholder distributions, negative discretionary
cash flow, and persistent high leverage, support S&P's use of a
negative financial policy modifier, which has a one-notch negative
effect on the rating.


ISR GROUP: Sale and Plan-Support Agreement Approved
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ISR Group Inc., a provider of services for military
and civilian users of drones, got permission from the bankruptcy
court in Jackson, Tennessee, to sell the business to an affiliate
of lender Trive Capital, mostly in exchange for $18.4 million in
secured debt.

According to the report, under a global settlement among the
company, the creditors? committee and the buyer, Trive is
providing $375,000 in cash exclusively for payment to creditors
with unsecured claims.  The bankruptcy judge also approved the
settlement on June 17, together with an agreement among
constituents supporting a Chapter 11 plan, the report related.

ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014.  John
Stuecheli signed the petition as chief restructuring officer.
The Debtor estimated $10 million to $50 million in assets and
liabilities.  Franklin Childress, Jr., Esq., at Baker Donelson
Bearman, serves as the Debtor's counsel.  Judge Jimmy L Croom
presides over the case.


IVEDA SOLUTIONS: Has $1.4-Mil. Net Loss for First Quarter
---------------------------------------------------------
Iveda Solutions, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.4 million on $374,864 of total revenue
for the three months ended March 31, 2014, compared with a net
loss of $1.26 million on $615,222 of total revenue for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $4.28
million in total assets, $5.06 million in total liabilities, and
stockholders' deficit of $783,924.

The Company's Audit Report on the Financial Statements for the
year ended December 31, 2013 contained a going concern
qualification.  From inception through to March 31, 2014, the
Company has generated an accumulated deficit from operations
totaling approximately $23.2 million and has used approximately
$1.5 million in cash from operations through the three months
ended March 31, 2014.  The Company's financial statements for the
three months ended March 31, 2014 assume it will continue as a
going concern, but to be able to do so it will need to raise
additional capital to fund operations until positive operating
cash flow is achieved.  However, there can be no assurance that it
will be able to raise sufficient additional capital to continue
operations, according to the regulatory filing.

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

                       http://is.gd/GiQzBk

Mesa, Ariz.-based Iveda Solutions, Inc., sells and installs video
surveillance equipment, primarily for security purposes and
secondarily for operational efficiencies and marketing, and
provides video hosting in-vehicle streaming video, archiving, and
real-time remote surveillance services with a proprietary
reporting system, DS(TM) (Daily Surveillance Report), to a variety
of businesses and organizations.


J AND Y: Washington Judge Dismisses Chapter 11 Case
---------------------------------------------------
J and Y Investments, Inc. asked the Bankruptcy Court for the
Western District of Washington to dismiss its Chapter 11 case.
The Debtor asserts that the sole purpose of its Chapter 11
petition was to continue operating real property and an office
building in Federal Way, Washington.

The property has since been sold at a trustee's sale, and all
unencumbered funds in the Debtor's estate have been distributed.
No other assets remain.  Therefore, the Debtor has no meaningful
way of reorganizing under Chapter 11.  BACM 2004-1 320th Street
South, LLD, the primary claimholder consented to the dismissal.

Hon. Karen A. Overstreet ordered the dismissal on June 2, 2014.

                     About J and Y Investment

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The Debtor
is a single purpose Delaware limited liability company formed in
2004 to acquire the real property and office building located at
2505 S. 320th Street, Federal Way, Washington.  The property was
appraised on Sept. 3, 2010, at between $11,000,000 and
$11,200,000.  BACM 2004-1 320th Street South, LLC, holds the
beneficial interest in the Deed of Trust and Security Agreement
encumbering the Property, and has filed a proof of claim in the
total amount of $10,271,963.93 as of the Petition Date.  The
Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.  The Debtor's sole
member is East of Cascade, Inc.

The Debtors are represented by Bridget G. Morgan, Esq., Armand J.
Kornfeld, Esq., Katrinia L. Samiljan, Esq., at Bush, Stout, and
Kornfeld LLP of Seattle, Washington, as bankruptcy counsel.


KANDL VOSSLER: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Kandl Vossler Properties, LLC
           dba Kandl Properties, LLC
        6117 Milwee, Ste D
        Houston, TX 77092

Case No.: 14-33635

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: 713-868-4411
                  Fax: 713-868-4413
                  Email: brogers@ralaw.net

Total Assets: $1.72 million

Total Liabilities: $1.11 million

The petition was signed by Gary Vossler, manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb14-33635.pdf


LIGHTSQUARED INC: Unveils $3.05-Bil. Restructuring Plan
-------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that Philip Falcone's LightSquared Inc. on July 1 unveiled a $3.05
billion restructuring plan that would give 74% of the wireless
venture to Cerberus Capital Management LP, Fortress Investment
Group LLC and J.P. Morgan Chase & Co., and leave Mr. Falcone with
just 12.5% of the reorganized company's equity.

According to the report, investors would pump $1.75 billion of new
money into LightSquared, with Cerberus, Fortress and J.P. Morgan
contributing a bulk of that, lawyers told Judge Shelley C. Chapman
of U.S. Bankruptcy Court in Manhattan.  An additional $1.3 billion
would be raised through the debt markets, the Journal said.  Dish
Network Corp. Chairman Charlie Ergen, LightSquared's top secured
lender, would be paid $470 million in cash for his holdings and
would receive a $492 million unsecured note, the Journal related.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LONGVIEW POWER: Proposes $2.1 Million Executive Bonus Program
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Longview Power LLC, stuck in reorganization longer
than planned, wants to re-institute a $2.1 million bonus program
for nine top managers.  According to the report, if the plan is
approved by the U.S. Bankruptcy Court in Delaware at a July 15
hearing, the top three officers could have aggregate bonuses of
$1.1 million. Bonuses for the chief executive and chief financial
officers would exceed their base annual salaries, and the other $1
million is for six executives at the affiliated coal producer, the
report related.

                      About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LUPATECH SA: Brazilian Judge Clears $300M Bankruptcy Plan
---------------------------------------------------------
Law360 reported that a Brazilian judge has approved a
reorganization plan aimed at restructuring about $300 million
worth of debt for bankrupt industrial valve manufacturer Lupatech
SA, spokespersons for Jones Day -- which advised the plan's legal
administration services provider -- said.

According to the report, the Judge of the Second Court of Law of
the Nova Odessa Judicial District, S. Paulo State in Nova Odessa -
- where Lupatech is headquartered -- approved the extrajudicial
reorganization plan submitted to the holders of Perpetual Bonds on
June 6, the company told its shareholders that same day.

                        About Lupatech SA

Lupatech Group is a Brazilian provider of highly technical
components and related specialized services principally within the
oil, gas, and foundry industries in Latin America and throughout
the world.  Lupatech's operations began in 1980 in Brazil and
currently consist of 32 separate business units organized into two
main business segments, divided into three countries in Latin
America -- Brazil, Colombia and Argentina.

Lupatech S.A. and its affiliates filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 14-11559) in Manhattan,
New York on May 23, 2014, so the U.S. court can enforce a debt-
reduction plan nearing approval in Brazil.

Based in Nova Odessa in the State of Sao Paulo, Lupatech owes
US$302.5 million on unsecured bonds and US$179.1 million on
unsecured debentures that are 92.5 percent-held by Brazilian
Development Bank.

Lupatech's total indebtedness at the end of the fourth quarter of
2013 was US$851.1 million.  As of Dec. 31, 2013, the Lupatech
Group reported current assets of US$161.2 million and current
liabilities of US$754.4 million.  For 2013, Lupatech reported
total revenue of US$241.3 million.

Lupatech and its affiliates are seeking joint administration of
their Chapter 15 cases.  Ricardo Doebeli is the CEO and Lupatech
serves as the foreign representative in the U.S.  Lupatech's
counsel in the Chapter 15 case is Douglas P. Bartner, Esq., at
Shearman & Sterling LLP, in New York.  The Garden City Group,
Inc., is the agent under the proposed plan.


LV HARMON: Section 341(a) Meeting of Creditors Rescheduled
----------------------------------------------------------
The meeting of creditors in the bankruptcy case of LV Harmon LLC
has been rescheduled to 2:30 p.m. on July 31, 2014, from
2:00 p.m. as previously announced.  The Meeting will be held at
341s - Foley Bldg, Rm 1500.  Deadline to file proofs of claim will
be on Oct. 29, 2014.

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

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

LV Harmon LLC and four of its affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-14360 to
14-14364) on June 25, 2014.  The petitions were signed by
Massimiliano Ferruzzi as authorized signatory.  The Debtors
estimated assets of at least $100 million and liabilities of
between $500 million to $1 billion.  Gordon Silver serves as the
Debtors' counsel.  Judge August B. Landis presides over the case.


MERITOR INC: S&P Revises Outlook to Positive & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Rating Services said that it revised its rating
outlook on Troy, Mich.-based Meritor Inc. to positive from stable.
At the same time, S&P affirmed its ratings on the company,
including the 'B' corporate credit rating.

The company intends to use the $209 million proceeds from its
recent legal settlement with Eaton Corp. to prefund the next three
years of mandatory pension contributions in its U.S. and U.K.
pension plans.  Although this amount could be offset by an
increase of as much as $124 million from expected changes in
Meritor's pension and retiree medical plan mortality tables,
prefunding the pension plans will decrease the company's adjusted
leverage.  This, plus improving operating performance, improves
prospects for adjusted debt to EBITDA to decline below 5x on a
sustained basis and free operating cash flow (FOCF) to remain
consistently positive and improve to more than 5% of adjusted
debt.

The outlook is positive.  "Meritor continues to gradually improve
its operating performance, and the recent legal settlement will
slightly reduce adjusted debt leverage," said Standard & Poor's
credit analyst Robyn Shapiro.  "We believe Meritor's FOCF will be
nominally positive for the fiscal year 2014."

There is a one-in-three chance that S&P could raise the rating
over the next 12 months if S&P believes Meritor's adjusted debt to
EBITDA will decline to below 5x on a sustained basis and FOCF will
remain consistently positive at more than 5% of adjusted debt.
This could occur if global commercial vehicle demand continues its
gradual recovery and Meritor continues to make progress toward
achieving its publicly stated fiscal 2016 targets of adjusted
EBITDA margins of 10%, reducing net debt (including retirement
liabilities) by an additional $100 million pro forma fiscal year-
end 2014, and booking incremental revenue at a run rate of $500
million per year.

Alternatively, S&P could revise its outlook on Meritor to stable
during the next 12 months if commercial truck and industrial
demand falters instead of gradually recovering, negatively
affecting Meritor's operating performance.  For example, an
outlook revision could occur if FOCF is negative or if S&P do not
see a path towards debt leverage of less than 5x and FOCF to debt
of more than 5%. This could occur if gross margins fall below 10%
in fiscal 2014.


MF GLOBAL: Fights to Keep PricewaterhouseCoopers Suit Alive
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Holdings Ltd.'s plan administrator filed
papers with the U.S. District Court in Manhattan advancing a
theory explaining why in the ancient legal doctrine of "in pari
delicto" shouldn?t apply in the lawsuit against accounting firm
PricewaterhouseCoopers LLP.

According to the report, the plan administrator sued the
accounting firm in March for what it called ?egregious
professional malpractice? by allowing the now-defunct broker to
treat transactions in the European sovereign debt market as sales
when, in reality, they involved huge liabilities that ultimately
led to bankruptcy.  The accounting firm in May asked U.S. District
Judge Victor Marrero to dismiss the suit, raising the in pari
delicto defense, which the judge had cited in dismissing claims
brought by MF Global?s brokerage unit and its customers.

The lawsuit is MF Global Holdings Ltd. v. PricewaterhouseCoopers
LLP, 14-cv-02197, U.S. District Court, Southern District of New
York (Manhattan).

                        About MF Global

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

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

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

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

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

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

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

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

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

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

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


MICRON TECHNOLOGY: S&P Raises CCR to 'BB'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised the corporate
credit rating on Boise, Idaho-based Micron Technology Inc. to 'BB'
from 'BB-'.  The outlook is stable.

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

"Our upgrade of Micron reflects the company's improved business
execution and favorable industry demand since its July 31, 2013
acquisition of Elpida Memories Inc., resulting in leverage
reduction to about 1x from 2x and an improved financial risk
profile, which we regard as 'intermediate,' a revision from our
previous assessment of 'significant,'" said Standard & Poor's
credit analyst John Moore.

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

S&P's "weak" business risk profile of Micron reflects its narrow
scope of business in the highly volatile semiconductor memory
markets, and the substantial investment required to maintain
technology and cost leadership.  Micron is a leading producer of
DRAM, NAND, and NOR memory solutions whose products are broadly
used in consumer and enterprise electronics products including
mobile phones, PCs, and storage devices.  The company procures
most of its products through internally owned fabrication
facilities.  S&P expects the company will continue to achieve
EBITDA margins of over 30% of revenues and capital expenditures of
about 20% of revenues over the coming year.

The stable outlook reflects S&P's expectations for good liquidity,
stable operating margins, and a limited leverage position over the
next year, which will offset considerable potential volatility in
the memory semiconductor sector.

S&P could lower the rating if a scenario of intensified
competitive conditions were to cause earnings to decline and
leverage to increase above 3x level on a sustained basis.

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


MIG LLC: Returns to Chapter 11 to Sell Assets
---------------------------------------------
MIG, LLC, just three years after emerging from bankruptcy
protection, has returned to Chapter 11 bankruptcy due to its
inability to make an $11 million cash interest payment due to
noteholders on June 30.

MIG plans to launch a marketing process to sell the assets,
although it is also willing to consider restructuring
transactions.

MIG issued senior secured cash/ pay-in-kind notes due 2016
pursuant to its reorganization plan approved by the bankruptcy
court in 2010.  The principal amount of the notes as of June 30,
2014, was $252.4 million.  In addition, on June 30, 2014, the
Debtors became liable for payment of over $11 million in cash
interest and $13 million in payment-in-kind interest through the
issuance of additional notes.

Natalia Alexeeva, the chief restructuring officer, explained in
court filings that the Debtors did not have sufficient liquidity
to make the June 30 cash interest payment due to noteholders
because the Debtors have not received distributions from Magticom
Ltd. due to an ongoing dispute with Dr. George Jokhtaberidze over
whether such distributions are required to be made.  In addition,
the Debtors have been exacerbated by the deterioration in the
relationships between and among the Debtors' various
constituencies, which has hampered the Debtors' ability to
negotiate an out-of-court solution.

The Debtors filed for Chapter 11 to conduct a marketing process to
seek a transaction which will alleviate the Debtors' challenges.
The Debtors intend to pursue a sale transaction either to a buyer
or through a credit bid by noteholders, but are also willing to
consider other restructuring transactions.  The Debtors believe
that Chapter 11 in the only way to bring the constituents together
and to solicit and consummate a transaction that maximizes value.

                        First Day Motions

The Debtors have filed customary first-day motions, including
requests to continue their cash management system, jointly
administer their Chapter 11 cases, and hire professionals.

                          About MIG, LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC owned and operated and sold dozens of companies in
diverse industries, including entertainment, photo finishing,
garden equipment and sporting goods, until the late 1990s.  In
1997 and 1998, MIG consummated the sale of substantially all of
its U.S.-based entertainment assets and began focusing on
expanding into emerging communications and media businesses.  By
2005, all of MIG's operating businesses were located in the
Republic of Georgia and operated through its subsidiaries.

MIG, LLC and affiliate ITC Cellular, LCC, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11605) on
June 30, 2014.  As of the bankruptcy filing, MIG's sole valuable
asset, beyond its existing cash, is its indirect interest in
Magticom Ltd.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

The cases are assigned to Judge Kevin Gross.  The Debtors are
seeking joint administration of their Chapter 11 cases.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor, Cousins Chipman and Brown,
LLP as conflicts counsel, and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have also filed an
application to retain Natalia Alexeeva as chief restructuring
officer.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118).  It obtained approval of its
reorganization plan in November 2010.


MONTANA ELECTRIC: Judge Confirms Chapter 11 Reorg Plan
------------------------------------------------------
Law360 reported that a Montana bankruptcy judge on June 20
confirmed a Chapter 11 reorganization plan for Southern Montana
Electric Generation & Transmission Cooperative Inc. under which
the insolvent power co-op will remain in operation for another
four years, less than a week after orally endorsing the plan.

According to Law360, U.S. Bankruptcy Judge Ralph B. Kirscher's
confirmation was expected after he said June 13 that the plan will
be approved once a proposed order and supporting documents had
been submitted by the debtor.  Bill Rochelle, the bankruptcy
columnist for Bloomberg News, said substantially all creditors
eventually voted in favor of the plan, although settlements were
required with some.  The plan provided that noteholders keep
payments they got during bankruptcy and receive a $21 million,
four-year note with interest of 4.125 percent, Mr. Rochelle said.

                About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.


MS CARGO: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MS Cargo, Inc.
        1500 Bob Hope #1811
        El Paso, TX 79936

Case No.: 14-31040

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Hon. Christopher Mott

Debtor's Counsel: Omar Maynez, Esq.
                  MAYNEZ LAW
                  1812 Hunter Drive
                  El Paso, TX 79915
                  Tel: (915) 599-9100
                  Fax: (915) 613-4284
                  Email: ecfmaynezlaw@gmail.com

Total Assets: $1.14 million

Total Liabilities: $1.41 million

The petition was signed by Jose Manuel Sanchez, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-31040.pdf


NATROL INC: Cerberus Calls for Trustee to Take Over Case
--------------------------------------------------------
Peg Brickley, writing for Dow Jones Bankruptcy Review, reported
that vitamin and supplement seller Natrol Inc. will go before a
bankruptcy judge to sketch out its plan to survive with Cerberus
Capital Management's distressed lender, Cerberus Business Finance
LLC, hot on Natrol's heels, demanding the ouster of the company's
management.

According to the report, Judge Brendan Shannon indicated he would
grant Natrol spending authority to preserve the business while the
battle with the lender plays out.  With customers including Costco
Wholesale Corp. and Wal-Mart Stores Inc. expecting shipments of
Natrol products, the judge urged the company and its creditors to
reach an accord on how much money it will need to get through the
coming weeks, the report said.

                        About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited.  Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world.  Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life.  Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers.  Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.

Natrol, Inc., and its six affiliates sought bankruptcy protection
on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.).  The case is
assigned to Judge Brendan Linehan Shannon.  The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware.  The Debtors' Claims and Noticing Agent is
EPIQ SYSTEMS INC.

The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.


OCTAVIAR ADMINISTRATION: Prevails On 2nd Bid For Ch. 15 Relief
--------------------------------------------------------------
Law360 reported that Australia-based property finance group
Octaviar Administration Pty Ltd. won Chapter 15 recognition in a
New York bankruptcy court, six months after the Second Circuit
overturned an earlier order granting the relief.

According to Law360, over the objections of Drawbridge Special
Opportunities Fund LP, a hedge fund managed by Fortress Investment
Group LLC, U.S. Bankruptcy Judge Shelley C. Chapman found that
Octaviar meets the provision of the Bankruptcy Code requiring
debtors to prove that they have property or a place of business in
the U.S.  Bill Rochelle, the bankruptcy columnist for Bloomberg
News, pointed out that it remains to be seen whether Drawbridge
Special Opportunities Fund LP can successfully appeal and cut
short the liquidators' second venture in Chapter 15, as they did
the first.

                   About Octaviar Administration

Katherine Elizabeth Barnet and William John Fletcher, joint and
several liquidators of Queensland, Australia-based Octaviar
Administration Pty Ltd. filed a Chapter 15 petition against the
Company on Feb. 27, 2014.  The case is In re Octaviar
Administration Pty Ltd., Case No. 14-10438 (Bankr. S.D.N.Y.).  The
Company has estimated assets of $50 million to $100 million and
estimated debts of more than $1 billion.


PHILADELPHIA ENTERTAINMENT: FDC Says Plan Outline is Misleading
---------------------------------------------------------------
FDC Philadelphia, LLC, filed with the Bankruptcy Court a limited
objection to the approval of Philadelphia Entertainment and
Development Partners, L.P.'s Disclosure Statement and confirmation
of the First Modified Chapter 11 Plan of Liquidation.

Representing FDC Philadelphia, Jerrold S. Kulback, Esq. --
jkulback@archerlaw.com -- clarifies that the "FDC Funding Portion"
is contingent on FDC and its Related Persons obtaining a general
release under the Plan, including claims against Foxwoods
Development Company, LLC, in an action brought by Obermayer
Rebmann Maxwell & Hippell LLP.

The Plan defines the "FDC Funding Portion" to mean an amount equal
to $200,000 to be funded by or on behalf of FDC.

Foxwoods Development owns FDC and is thus a Related Person to FDC.

Mr. Kulback contends that the Disclosure Statement and Plan are
misleading, in suggesting that the FDC Funding Portion is somehow
due and owing, nothwithstanding the fact that the condition
precedent to its funding has not occurred.

FDC is a limited partner of the Debtor, which owns 29.99% of the
Debtor.

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PHILADELPHIA ENTERTAINMENT: UST Says DLA Piper Not Disinterested
----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, in papers filed
with the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, specified that DLA Piper is not disinterested and
holds a materially adverse interest to the creditors and estate of
Debtor Philadelphia Entertainment and Development Partners, L.P.

The Debtor is seeking to retain DLA Piper as its bankruptcy
counsel.

The Troubled Company Reporter previously reported on June 18,
2014, citing Law360, that the U.S. trustee reiterated her
objections to the hiring of DLA Piper as the Debtor's bankruptcy
counsel, saying the firm made material misrepresentations and
misleading statements in its application.

In court papers, the Debtor complains that DLA did not accurately
disclose all fees paid by the Debtor, and placed client funds
directly in its operating account in apparent breach of the
Attorney Rules of Professional Conduct.

Accordingly, the U.S. Trustee asks the Court to deny the
application to employ DLA Piper and order for the disgorgement of
all fees.

The U.S. Trustee is represented by:

          Kevin P. Callahan, Esq.
          Office of the U.S. Trustee
          833 Chestnut Street, Suite 500
          Philadelphia, PA 19107
          Tel No: (215) 597-4411

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PMB PROPERTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: PMB Property Management, Inc.
        P.O. Box 963068
        El Paso, TX 79996

Case No.: 14-31048

Nature of Business: Trucking Depot

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Hon. Christopher H. Mott

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  TERRACE GARDENS
                  600 Sunland Park Drive, Bldg 4, #400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  Email: budkirk@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Keith Boyd, president.

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


PUERTO RICO: Indebted Power Utility Adds to Island's Problems
-------------------------------------------------------------
Michael Corkery, writing for The New York Times' DealBook,
reported that Puerto Rico's electrical utility is running out of
money and time to negotiate a deal with its lenders, part of a
broad reckoning for an island that relies on Wall Street to
finance some of its most basic functions.

According to the report, the Puerto Rico Electric Power Authority
must repay $146 million to Citigroup over the next two months for
a credit line used to buy oil to generate electricity.  It is also
uncertain whether the authority will be able to renew a $550
million credit line from Scotiabank for fuel purchases, the
DealBook said, citing people briefed on the matter said.

With the power authority's lenders growing increasingly skittish,
analysts and investors expect the utility will be forced to
restructure its debts to avoid crippling power shortages for
Puerto Rico's 3.6 million residents, the DealBook said.  The
likelihood of a restructuring increased after Gov. Alejandro
Garcia Padilla hurriedly signed a new law into effect over the
weekend allowing public corporations like the power authority to
seek protection similar to what bankruptcy provides, the DealBook
added.


QUICKSILVER RESOURCES: S&P Revises Outlook & Affirms 'CCC+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Fort Worth, Texas-based Quicksilver Resources Inc. to
negative from stable and affirmed its 'CCC+' corporate credit
rating on the company.

At the same time, S&P affirmed its 'CCC+' issue-level rating on
Quicksilver's second-lien debt and its 'CCC-' issue-level ratings
on the company's senior unsecured and subordinate debt.

The outlook revision reflects S&P's expectation that Quicksilver
will continue to burn cash at a run-rate of about $20 million to
$35 million per quarter, depleting its cash position (as of
Dec 31, 2013) of about $250 million over the next several
quarters.  In addition, the company may face significant springing
debt maturities in October 2015 and January 2016, if more than
$100 million remains outstanding on its subordinated notes due
2016 (currently $350 million outstanding) as of Oct. 1, 2015.
Based on this significant repayment risk, S&P has revised its
assessment of Quicksilver's liquidity to "less than adequate" from
"adequate."  However, S&P believes the company still has several
options to avoid the springing maturities, including strategic
transactions such as a joint venture for its major Horn River
Basin project.

"The negative outlook reflects Standard & Poor's expectation that
liquidity will deteriorate over the next 12-18 months, absent a
potential strategic transaction or capital infusion," said
Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P could lower the rating if Quicksilver's liquidity deteriorated
more quickly than anticipated.

S&P could stabilize the outlook if we expected Quicksilver's
liquidity to improve to "adequate," which would most likely occur
if the company were able to successfully complete a strategic
transaction or reduce debt levels and interest expense.


RANGE ROAD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Range Road Professionals, LLC
        6921 Pistol Range Road Suite 103
        Tampa, Fl 33635

Case No.: 14-07697

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 30, 2014

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

Debtor's Counsel: Michael P Brundage, Esq.
                  PHELPS DUNBAR, LLP
                  100 S Ashley Street, Suite 1900
                  Tampa, FL 33602
                  Tel: 813-472-7550
                  Email: michael.brundage@phelps.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lori S. Johnson, managing member.

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


RESIDENTIAL CAPITAL: Ally Mortgage Claimants Told To Back Off
-------------------------------------------------------------
Law360 reported that a New York bankruptcy judge held that a
California lawsuit saying Ally Financial Inc. is liable for the
alleged mishandling of mortgages related to Residential Capital
LLC entities must be thrown out because ResCap's bankruptcy plan
explicitly protected Ally from such claims.

According to the report, U.S. Bankruptcy Judge Martin Glenn issued
a 20-page written opinion finding that the California state action
violates the injunction set forth in the defunct mortgage
servicer's plan barring any claims against Ally, its former
parent.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


RESTOREGROUP CORP: Case Summary & 11 Unsecured Creditors
--------------------------------------------------------
Debtor: RestoreGroup Corp.
          dba Preservation Arts
        6108 Venice Blvd.
        Los Angeles, CA 90034

Case No.: 14-22533

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sheri Bluebond

Debtor's Counsel: Steven R Fox, Esq.
                  LAW OFFICES OF STEVEN R. FOX
                  17835 Ventura Blvd Ste 306
                  Encino, CA 91316
                  Tel: 818-774-3545
                  Fax: 818-774-3707
                  Email: emails@foxlaw.com

Total Assets: $302,398

Total Liabilities: $1.74 million

The petition was signed by Charles Kibby, president/CEO.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-22533.pdf


SAN BERNARDINO, CA: Targets $190,000 Firefighter Pay in Court
-------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that San
Bernardino, California, said that to exit bankruptcy it must
terminate a union contract that pays an average annual salary of
$190,000 to each of its top 40 firefighters.

According to the report, in about three weeks, the city may try to
use a federal bankruptcy law to cancel firefighter and police
contracts if talks on new agreements fail, its lead bankruptcy
attorney, Paul Glassman, told U.S. Bankruptcy Judge Meredith Jury
at a hearing on June 19.  The city told the judge that it has a
final deal with California Public Employees' Retirement System,
which it owes about $143 million, the Bloomberg report, citing
court papers.  The city, however, couldn't disclose details given
confidentiality rules governing mediation, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, noted.

                 About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SHEA LTD: Case Summary & 2 Unsecured Creditor
---------------------------------------------
Debtor: Shea, Ltd.
        217 Conquest Blvd.
        Edinburg, TX 78539

Case No.: 14-70348

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Antonio Martinez, Jr., Esq.
                  LAW OFFICE OF ANTONIO MARTINEZ, JR., P.C.
                  P. O. Box 4777
                  Edinburg, TX 78504
                  Tel: 956-789-5393
                  Email: martinez.tony.jr@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hector Casas, Trustee, Shea Management
Trust, GP.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb14-70348.pdf


SMART & FINAL: $100MM IPO Debt No Impact on Moody's 'B3' CFR
------------------------------------------------------------
Moody's Investors Service said that Smart & Final Stores, Inc.'s
S-1 filing for an IPO indicating its intent to use part of the
$100 million IPO proceeds to repay debt is credit positive but
will not have any immediate effect on the B3 corporate family
rating or stable outlook of its parent SF CC Intermediate
Holdings, Inc. ("SFCC"). The amendment will also not affect the
Ba2 rating on the company's ABL revolving credit facility, and the
B3 rating on the first lien term loan facility.

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

Smart & Final Holdings Corp. is headquartered in Commerce,
California, and operates 235 non-membership warehouse club stores
serving retail and commercial customers in six western states and
northern Mexico under the Smart & Final and Cash & Carry banners.


STELERA WIRELESS: Plan Set for Aug. 19 Confirmation
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stelera Wireless LLC, once a provider of wireless
Internet service for rural communities, has a confirmation hearing
on Aug. 19 for approval of a liquidating Chapter 11 plan proposed
jointly by the company and the official creditors' committee.
According to the report, under the plan, unsecured creditors in
three classes are expected to recover 23 percent to 57 percent on
claims totaling $17.4 million.

                   About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys G. Blaine Schwabe, III, Esq., John (Jake) M. Krattiger,
Esq., at GableGotnals' Oklahoma City office; and Sidney K.
Surinson, Esq., Mark D.G. Sanders, Esq., and Brandon C. Bickle,
Esq., at GableGotnals' Tulsa office.

                           *     *     *

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.

As reported by the TCR, Stelera Wireless on April 29, filed with
the U.S. Bankruptcy Court a joint plan of liquidation and
accompanying disclosure statement.  The Plan is co-proposed by the
Official Committee of Unsecured Creditors.

The Plan is proposed as a reasonable means to liquidate the
remainder of the Debtor's assets in order to maximize value for
creditors and provide an orderly wind-down and distribution of the
Debtor's assets.  Any remaining assets of the Debtor not
previously transferred by sale, including the litigation claims,
will be transferred to the Debtor.


SUGARCREEK INC: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Sugarcreek, Inc.
        3425 U.S. 60 East
        Barboursville, WV 25504

Case No.: 14-30257

Chapter 11 Petition Date: June 30, 2014

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P. O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: 304-925-2100
                  Fax: (304) 925-2193
                  Email: joecaldwell@frontier.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Forrest R. Donahue, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/wvsb14-30257.pdf


TENSAR CORP: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Tensar Corporation.
In the same rating action, Moody's assigned B2 ratings to the
proposed $30 million first lien revolving credit facility, $230
million first lien term loan, and a Caa2 rating to the proposed
$85 million second lien credit facility. The proceeds from the
first lien and second lien term loans, along with equity
contributed by an affiliate of Castle Harlan, Inc., will be used
for the acquisition of Tensar. The rating outlook is stable.

Ratings Rationale

The B3 Corporate Family Rating is constrained by Tensar's
substantial debt burden relative to revenues and EBITDA. Moody's
estimates that the company's debt to EBITDA will be above 6x over
the next two years. The B3 Corporate Family Rating also considers
the company's reliance on infrastructure spending and limited
product offering as a majority of sales come from one segment --
earth reinforcement in site development and transportation
segments of the construction industry ("Geogrid"). However, even
though Tensar's product offering is very limited, the two product
categories that the company focuses on -- Biaxial and TriAx for
earth stabilization and pavement optimization -- could yield to
cost savings to the end user, making the offerings attractive. In
Moody's view, Tensar needs to transform its sales strategy in
order to increase profitability. If the company is unable to
execute its marketing and/or sales efforts in the next 12-18
months, the ratings could be in jeopardy. Moreover, Moody's
considers the company's liquidity profile to be adequate over the
next 12 months primarily because free cash flow generation is
anticipated to be weak and cash balances low.

At the same time, the B3 rating considers Tensar's improved
interest coverage as a result of this transaction. Prior to this
transaction, Tensar's capital structure was untenable. Even though
the buyout by Castle Harlan does not lower the company's debt
burden, it does reduce the interest expense substantially.
According to Moody's projections, EBITA/interest expense is
projected to be close to 2x by the end of 2015. The B3 rating also
benefits from the company's customer and geographic
diversification. Tensar's products are widely distributed in the
Americas which represent about 70% of the company's sales.
Further, Tensar also sells in the European and Russian markets as
well as in Asian markets. With regards to Tensar's well
diversified customer base, the largest customer represents less
than 10% of the company's revenues. The B3 rating also considers
the company's exclusive contracts with distributors.

The following ratings were assigned:

Corporate Family Rating, assigned B3;

Probability of Default Rating, assigned B3-PD;

Proposed $30 million First Lien Revolving Credit Facility due
2019, assigned B2 (LGD3);

Proposed $230 million First Lien Term Loan due 2021, assigned B2
(LGD3);

Proposed $85 million Second Lien Term Loan due 2022, assigned Caa2
(LGD5);

The rating outlook is stable.

The ratings could be downgraded if Tensar is not able to improve
its sales and EBITDA growth and debt/EBITDA increases to above 7x
or if interest coverage (EBITA/interest expense) decrease below
1x. Deterioration in the company's liquidity profile could also
lead to a ratings downgrade.

The ratings could be upgraded if Tensar is able to show
significant improvement in sales and overall financial performance
along with a good liquidity profile. Debt/EBITDA below 4.5x on a
sustained basis and EBITA interest coverage of above 2x on a
sustained basis are some of the metrics Moody's would consider for
an upgrade.

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

Headquartered in Alpharetta, GA, Tensar is a global developer and
manufacturer of proprietary, highly engineered site-development
solutions. Applications include roadway reinforcement, earth
retention structures, building foundations and erosion and
sediment control. Revenues for 2013 were between $200 and $250
million.


TEXAS GULF: Posts $572K Net Loss for Q1 Ended March 31
------------------------------------------------------
Texas Gulf Energy Incorporated filed its quarterly report on Form
10-Q, disclosing a net loss of $572,784 on $976,423 of revenues
for the three months ended March 31, 2014, compared with net
income of $274,772 on $3.39 million of revenues for the same
period in 2013.

The Company's balance sheet at March 30, 2014, showed $2.24
million in total assets, $1.59 million in total liabilities, and
stockholders' equity of $653,217.

The Company said it has incurred losses resulting in an
accumulated deficit of $820,404 as of March 31, 2014 and further
losses are anticipated in the development of its business raising
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/fLaixr

Texas Gulf Energy Incorporated provides craftsmen, architects, and
engineers in the energy construction sector in the United States.
The company offers turnkey and specialty construction services,
including project planners, welders, fitters, and millwrights to a
range of industrial and energy sector clients. It also holds
interests in 19 oil wells in the Austin Chalk near Luling, Texas.
In addition, the company provides various services, such as
primavera scheduling, field design and drafting, P&ID updates, and
CAD work for fabrication, as well as SCOPE software for field
planning, subcontract management, project management, project
controls, material procurement and management, and construction
related administration functions.  Further, it engages in
electrical construction, and installation of instrumentation and
control systems; and expansion projects, critical path
turnarounds, emergency response, and staff augmentation services
for power generation and transmission, refining, petrochemical,
and heavy industrial industries.  The company was founded in 2003
and is headquartered in La Porte, Texas.


UNIVERSAL COOPERATIVES: Has $13 Million Final Loan Approval
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Universal Cooperatives Inc., a producer of bailing
twine and a provider of products for farmers? cooperatives,
initiated a Chapter 11 reorganization on May 11 in Delaware and
got final court approval for $13 million in secured financing from
Bank of America NA, the pre-bankruptcy secured lender.

According to the report, the bank was owed $9 million on a
revolving credit and term loan at the outset of bankruptcy.  The
new loan covers the existing debt, the report said.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.


VALLEJO, CA: S&P Raises Rating on 1999 COPs to 'BB-'
----------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) to 'BB-' from 'CCC+' on Vallejo, Calif.'s series 1999
certificates of participation (COPs).  The outlook is stable.

"The rating action is based on the implementation of our local GO
criteria released Sept. 12, 2013, the city's full payment of debt
service on the COPs, and our view of the city's currently adequate
budget flexibility," said Standard & Poor's credit analyst Misty
Newland.

In addition, the rating reflects S&P's view of a structurally
imbalanced budget with weak budgetary performance and S&P's
expectation that it will continue.  The city's multiyear forecast
includes annual deficits through fiscal 2020 despite about $12
million of additional general fund revenue generated from a 1%
sales tax approved by voters in November 2011.


VICTOR OOLITIC: To Terminate Chapter 11 Effort
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Victor Oolitic Stone Co., once the largest quarrier
and fabricator of Indiana limestone, intends to dismiss the
Chapter 11 case now that the business has been sold.  The
Bartholomew, Indiana-based company has filed papers asking for an
extension of its exclusive right to propose a plan until Oct. 4,
unless the bankruptcy case has already been dismissed, the report
related.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.  In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


WASTEQUIP LLC: S&P Revises Outlook to Stable & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Charlotte, N.C.-based Wastequip LLC to stable from
positive.  At the same time, S&P affirmed its ratings on the
company, including the 'B' corporate credit rating.

"The outlook revision reflects our view that the pace of
improvement in Wastequip's credit metrics will remain slow and
that the company's profitability is still exposed to raw material
price fluctuations," said Standard & Poor's credit analyst Carol
Hom.  "We also note the multiple step downs in its first-lien net
leverage covenant over the next 12-18 months."

With manufacturing facilities across North America, Wastequip is
the largest U.S. producer of non-mobile waste-handling equipment,
including residential plastic carts, steel waste containers, and
specialty products such as hoists, compactors, and balers.  Demand
for the company's products correlates broadly with U.S. GDP and
construction spending trends, as well as with municipal budgets,
industrial activity, and waste volumes; some of these areas are
highly cyclical.  Capital outlays from a few key end customers,
including the top U.S. waste management companies, partly
influence sales.

The stable outlook reflects S&P's expectation that improving
construction activity will lead to modestly higher waste volumes
and capital spending by Wastequip's major customers, including
waste haulers and municipalities, and that the company will
generate modest top line growth and stable margins.  S&P expects
Wastequip to maintain debt to EBITDA of about 4.3x and FFO to debt
of about 16%.

S&P could lower the rating if debt-funded acquisitions or
dividends cause leverage to remain higher than 6x for an extended
period or if weakening economic or construction activity, rising
raw material costs, or operational issues cause revenues to
decline by more than 10% or if EBITDA margins fall more than 200
basis points with no near term prospects for improvement.  S&P
could also lower the rating if free cash flow declines
significantly and liquidity becomes constrained or covenant
headroom becomes limited.

S&P could raise the rating if the company's operating prospects
improve significantly and if debt to EBITDA approaches 4x or
better and is sustained at these levels.  S&P believes the company
could achieve this through revenue growth, significant improvement
in operating margins, and sizable debt reduction using free cash
flow.  For an upgrade to occur, the company would also need to
adhere to a conservative financial policy that supports a higher
rating.


YES ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Yes Enterprises Group, Inc.
        P.O. Box 47604
        Atlanta, GA 30362

Case No.: 14-62744

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 30, 2014

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

Debtor's Counsel: S. Keith Eady, Esq.
                  KEITH EADY & ASSOCIATES, LLC
                  PO Box 29667
                  Atlanta, GA 30359
                  Tel: 404-633-1997
                  Fax: 404-935-0662
                  Email: courtdocuments@keitheady.com
                         keith@keitheady.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerome Yeh, CEO.

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


YOSEN GROUP: Accumulated Deficit at $47.1MM as of March 31
----------------------------------------------------------
Yosen Group, Inc., filed its quarterly report on Form 10-Q,
disclosing a net income of $24,158 on $4.52 million of net sales
for the three months ended March 31, 2014, compared with a net
loss of $639,477 on $3.63 million of net sales for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $4.66
million in total assets, $6.31 million in total liabilities, and
stockholders' deficit of $1.65 million.

The Company realized net loss of $3.63 million and $15.87 million
for 2013 and 2012, respectively.  The Company had accumulated
deficit of $47.1 million as of March 31, 2014.  In addition, the
Company's cash position substantially deteriorated since 2010.
There can be no assurance the Company will become profitable or
that it will survive as a public company.  These issues raise
substantial doubt regarding the Company's ability to continue as a
going concern, according to the regulatory filing.

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

                       http://is.gd/IC1IHH

Yosen Group, Inc., headquartered in HangZhou City, Zhejiang
Province, China, was incorporated on Aug. 20, 1998, under the laws
of the State of Nevada.  As of Dec. 31, 2012, the Company operated
41 "stores in stores", under the brand names Hangzhou Wang Da and
Zhejiang YongXin.  Wang Da focuses on distributing domestic brands
mobile phones and some brand name computers.  Zhejiang focuses on
distributing Samsung and Apple brand products.


* Atlanta Appeals Court Upholds Lien Stripping in Chapter 20
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta became the
second federal circuit court to decide an issue dividing lower
courts.

According to the report, on June 18 the Eleventh Circuit ruled
that an individual in a so-called Chapter 20 bankruptcy who's not
eligible for a discharge in Chapter 13 may still strip off a
wholly unsecured subordinate mortgage.  The report related that
the question arises when a person previously got a discharge in
Chapter 7 and the first mortgage on a home exceeded its value.

The case is Wells Fargo Bank NA v. Scantling (In re Scantling),
13-10588, U.S. Eleventh Circuit Court of Appeals (Atlanta).


* BofA Fails to Win Dismissal of U.S. Mortgage Fraud Suit
---------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that Bank of
America Corp. failed to win dismissal of a U.S. Justice Department
lawsuit in which it's accused of misleading investors about the
quality of loans tied to $850 million in residential mortgage-
backed securities.

According to the report, U.S. District Judge Max O. Cogburn Jr. in
Charlotte, North Carolina, gave the Justice Department 30 days to
revise the suit after a magistrate judge earlier found the
government's complaint was deficient and recommended it be
dismissed.  Bank of America will still have a chance to challenge
the amended complaint and could appeal any ruling against it, the
report said.

The case is U.S. v. Bank of America Corp. (BAC), 13-cv-00446, U.S.
District Court, Western District of North Carolina (Charlotte).


* GE Capital Bank to Pay $169MM for Hispanics Discrimination
------------------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
GE Capital Retail Bank, a division of General Electric, excluded
tens of thousands of Spanish-speaking credit card customers from a
debt-reduction program it ran for two years, a pattern of
discrimination that will cost the bank $169 million in fines, the
Justice Department said.

According to the report, the bank ran two programs from 2009 to
2012 that helped cardholders with low credit scores and high
balances catch up on their payments. During that time, prosecutors
say, the bank sent out offers to 400,000 people but did not inform
108,000 cardholders with mailing addresses in Puerto Rico or whose
accounts indicated a preference for communications in Spanish, the
report related.


* US CMBS Delinquencies Continue to Fade at Mid-Year Mark
----------------------------------------------------------
Trepp, LLC released its June 2014 US CMBS Delinquency Report on
June 30.

The report is available at www.trepp.com/knowledge/research

Half way through 2014, CMBS issuance has disappointed and
uncertainty persists in the fixed income and equity markets but
one thing that has remained constant is the improving delinquency
rate in CMBS.  June marks the 13th straight month of improvement
in the delinquency rate for US commercial real estate loans in
CMBS.  Dropping 22 basis points to 6.05% in June, the reading is
260 basis points lower year over year and 429 basis points below
the all-time high from 2012.

"A few days ago, we saw the six year anniversary of the beginning
of the CMBS Ice Age ? a stretch where there would be no CMBS
issuance for 21 months," said Manus Clancy, Senior Managing
Director at Trepp.  "As we reach the halfway point of 2014, the
thaw is nearly complete.  New issue spreads continue to fall and
legacy defaulted CMBS loans continue to be resolved at a steady
pace."

Industrial loans saw the most improvement in June, dropping 55
basis points, after being the only property type to worsen in May.
Retail still holds the crown of lowest delinquency of the five
major property types while multifamily remains highest.

Loan resolutions tallied $900 million in June and loans that cured
offset new delinquencies.  There are currently $32.4 billion in
delinquent loans, which is down from $33.6 billion last month.
There are $40.9 billion in loans with the special servicer
representing over 2,400 loans.

                        About Trepp, LLC

Trepp, LLC, founded in 1979, is a provider of information,
analytics and technology to the CMBS, commercial real estate and
banking markets.  Trepp provides primary and secondary market
participants with the web-based tools and insight they need to
increase their operational efficiencies, information transparency
and investment performance.  Trepp serves its clients with
products and services to support trading, research, risk
management, surveillance and portfolio management.  Trepp is
wholly-owned by DMG Information, a division of the Daily Mail and
General Trust (DMGT).


* Cerberus, Apollo Lead Defaults Among Big LBOs
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that only the biggest of the debt-heavy leveraged buyouts
engineered by the 14 largest private-equity firms before the
financial crisis resulted in above-average defaults, according to
a report from Moody?s Investors Service.

The buyout firms with the highest default rates were Cerberus
Capital Management LP and Apollo Global Management LLC, with 15.9
percent and 12.9 percent, respectively, the Bloomberg report said,
citing Moody's.  Defaulting deals included Energy Future Holdings
Corp., Chrysler LLC, Caesars Entertainment Corp. and Hawker
Beechcraft Inc., Mr. Rochelle pointed out.


* Glenn Brooks Joins Fay Servicing as SVP of REO Division
---------------------------------------------------------
Fay Servicing, a special servicer and mortgage originator, has
launched an REO division and has selected Glenn Brooks as senior
vice president to lead the new business unit.

In his role leading the REO division, Mr. Brooks will provide its
strategic direction and manage relationships with attorneys,
agents and vendors.  The addition of this business line within Fay
Servicing will enable the firm to design optimal resolution and
marketing strategies in order to maximize returns on each asset.
The services provided by the company's REO division include:
eviction attorney selection and oversight, access to a large
preferred real estate agent network, "cash for keys" negotiations,
pre-marketing strategies, contractor selection and project
oversight, listing and marketing properties, offer and contract
negotiations and title and closing coordination.

Mr. Brooks has more than 20 years in the real estate, mortgage
servicing, REO management, asset disposition and lending
industries.  Before joining Fay Servicing, he served as vice
president of Quantum Servicing, where he oversaw the bankruptcy,
foreclosure, real-estate owned, property preservation and
valuations departments.  In addition, Mr. Brooks was AVP/manager
of REO for Accredited Home Lenders, where he lead a team of asset
managers across the country to determine market value and the best
marketing strategies on REO properties, including reviewing and
approving marketing plans, repairs, list prices and offers
presented.

"Launching this division simply would not have happened if we had
not found someone with such a strong background and compelling
track record in the REO business," said Ed Fay, chief executive
officer of Fay Servicing.  "We are very excited about Glenn
joining the team and leading an important part of our platform as
we offer additional products and services to our clients."

                       About Fay Servicing

Chicago, Ill.-based Fay Servicing -- http://www.fayservicing.com
-- is a diversified mortgage company which leverages its
relationship-based servicing platform to optimize performance of
residential loan portfolios.



                             *********

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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