TCR_Public/140710.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 10, 2014, Vol. 18, No. 190

                            Headlines

250 AZ: Requests Dismissal of Chapter 11 Case
37 WEST 24TH STREET: Voluntary Chapter 11 Case Summary
ACG CREDIT: Files List of 7 Largest Unsecured Creditors
ACG CREDIT: July 14 Hearing on SageCrest's Bid for Stay Relief
ADELPHI ACADEMY: Seeks More Time to File Schedules & Statements

ADEPT TECHNOLOGIES: Final Decree Entered Closing Chapter 11 Case
ALM MEDIA: S&P Assigns 'B' CCR; Outlook Stable
AMERICAN APPAREL: Gets Default Notice from Lion Capital
AMERICAN MEDIA: Moody's Lowers Corporate Family Rating to Caa1
ARIZONA LA CHOLLA: Section 341(a) Meeting Scheduled for Aug. 14

ARVADA STRUCTURES: Court Dismisses Reorganization Case
ASR CONSTRUCTORS: Hearing on Plan Outline Continued to Aug. 26
ASR CONSTRUCTORS: July 29 Hearing on Bid to Sell Phelan Property
BAY CLUB PARTNERS: Set to Present Plan for Confirmation Sept. 5
BENTLEY PREMIER: Court Confirms Plan Proposed by Pourchot Parties

BUDD COMPANY: Will Have Official Asbestos PI Committee
CACTUS WELLHEAD: Moody's Rates $350MM 2st Lien Secured Loan 'B3'
CALPINE CORP: S&P Rates New Senior Unsecured Debt 'B'
CARAUSTAR INDUSTRIES: S&P Puts 'B+' CCR on CreditWatch Negative
CITGO PETROLEUM: Fitch Affirms 'BB-' IDR & Rates New Debt 'BB+'

CITGO PETROLEUM: S&P Affirms 'B' CCR & Rates Sr. Facilities 'BB-'
COMMUNITY ACTION: Case Summary & 20 Largest Unsecured Creditors
CORINTHIAN COLLEGES: Warned of Weakened State Before Funding Cuts
CRUMBS BAKE SHOP: Closes Stores as Cupcake Declines
DETROIT, MI: Some European Banks Sell Holdings of City Bonds

DOUGLAS HIMMELFARB: Faces Sanctions for Disclosing Info to WSJ
ENERGY FUTURE: Seeks Approval to Take Part in Optim Asset Auction
ENERGY FUTURE: Asks Court to Approve Joint Venture Agreements
EPL OIL & GAS: Moody's Withdraws 'B2' Corporate Family Rating
EPR PROPERTIES: S&P Raises Corp. Credit Rating to 'BB+'

EVERYWARE GLOBAL: PE Backer Proposes Cash Infusion
FALCON STEEL: Can Use Cash Collateral Until July 18
FIRED UP: Streusand Landon Approved as Committee's Local Counsel
FIRED UP: Vernon Firm to Prepare 2014 Franchise Disclosure Docs
FL 6801 SPIRITS: U.S. Trustee to Hold Creditors' Meeting July 23

FL 6801 SPIRITS: Sec. 341 Creditors' Meeting Set for July 23
FLORIDA GAMING: Seeks More Time to Serve Solicitation Packages
FLORIDA GAMING: Dismissal of Freedom Holdings' Case Sought
FLORIDA GAMING: Dismissal of Tara Club's Case Sought
GBG RANCH: Files Bare-Bones Chapter 11 Petition in Laredo, TX

GBG RANCH: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Executives to Testify Before Senate Subcommittee
HARRON COMM: Moody's Announces Asset Sale No Impact on B2 CFR
IBCS MINING: Seeks to Obtain $3.5-Mil. in DIP Loans
IBCS MINING: Hires David Stetson as Chief Restructuring Officer

IBCS MINING: Wants Court to Issue Joint Administration Order
IBCS MINING: Wants Schedules Filing Deadline Extended to Aug.
INLAND SALVAGE: Case Summary & 20 Largest Unsecured Creditors
KID BRANDS: U.S. Trustee Appoints Creditors' Committee
KID BRANDS: U.S. Trustee to Hold Section 341(a) Meeting July 23

LABORATORY PARTNERS: Wants Plan Exclusivity Extended to Aug. 22
LIGHTSQUARED INC: Harbinger Files Racketeering Suit Against Ergen
MAGNETATION LLC: Moody's Assigns B3 Rating on $100MM Senior Notes
MAGNETATION LLC: S&P Affirms 'B-' Corp. Credit Rating
MD AMERICA ENERGY: S&P Assigns 'B-' CCR & Rates $525MM Loan 'CCC+'

MERITAS SCHOOLS: Moody's Rates $80MM 2nd Lien Senior Debt 'Caa2'
MIG LLC: Employs Cousins Chipman as Conflicts Counsel
MIG LLC: Can Hire Prime Clerk as Claims & Noticing Agent
MILLER HEIMAN: Moody's Affirms 'B3' Corporate Family Rating
NATIONAL ENVELOPE: Seeks Extension of Exclusive Plan Filing Period

NATIONAL ENVELOPE: Trust Agreement with Committee Approved
NCR CORP: S&P Affirms 'BB+' CCR on Increased Revenue
NELSON EDUCATION: Moody's Lowers Corporate Family Rating to 'Ca'
NELSON EDUCATION: S&P Lowers CCR to 'D' on Missed Payments
OHCMC-OSWEGO: L.B. Anderson-Led Auction on Sept. 16 Okayed

OHCMC-OSWEGO: Amends Sale-Based Plan Documents
OUTERSTUFF LLC: Moody's Assigns 'B1' Corporate Family Rating
OUTERSTUFF LLC: S&P Assigns 'B+' CCR & Rates $100MM Revolver 'BB'
PEREGRINE FINANCIAL: Lawsuits Seek Return of More Than $1.5MM
PHH CORP: Fitch Affirms 'BB-' IDR & Removes From Watch Negative

PHH CORP: S&P Cuts Ratings to 'B+' on Sale of Leasing Business
PRETTY GIRL: Section 341(a) Meeting Set for Aug. 13
PROSPECT PARK: Wants Exclusive Plan Filing Date Extended to Aug.
PSL-NORTH AMERICA: U.S. Trustee to Hold Creditors' Meeting July 23
PSL-NORTH AMERICA: Seeks Additional Time to File Schedules

RAPID AMERICAN: Creditors' Panel Taps Gilbert LLP as Special Atty
REGENCY ENERGY: S&P Assigns 'BB' Rating on $499MM Unsec. Notes
REFCO PUBLIC: Court Sets Sept. 2 as Claims Bar Date
RESIDENTIAL CAPITAL: "Wilson" Complaint Dismissed
REVEL AC: Seeks Court Approval to Reject Five Contracts

REVSTONE INDUSTRIES: 2 Subsidiaries File Ch. 11 Plans
SABRE INDUSTRIES: Moody's Lowers Corporate Family Rating to 'B3'
SEGA BIOFUELS: Plan Confirmation Hearing Continued to July 31
SUMMIT MIDSTREAM: Moody's Assigns B3 Rating on $300MM Sr. Notes
TACTICAL INTERMEDIATE: Files for Ch. 11 to Quickly Sell Assets

TACTICAL INTERMEDIATE: Section 341(a) Meeting Set on August 26
TACTICAL INTERMEDIATE: Case Summary & 30 Top Unsecured Creditors
TTC PLAZA: Aug. 4 Trial in Avoidance Suit Against Wu et al.
USEC INC: Settles Joint Venture Dispute With Babcox & Wilcox
USEC INC: Has Until Oct. 1 to Decide on Unexpired Leases

VERSO PAPER: S&P Lowers CCR to 'CC' on Potential Selective Default
VETS FOR PETS: Case Summary & 20 Largest Unsecured Creditors
WABASH NATIONAL: S&P Raises CCR to 'BB-' on Improved Profits
WALTER ENERGY: $320MM Notes Add-on No Impact on S&P's 'B-' Rating
WALTER ENERGY: Moody's Assigns 'B3' Rating on New $320MM Notes

WESTERN CAPITAL: Seeks to Modify Plan Post-Confirmation

* Big Banks' Living Wills Detail How To Avoid Bailouts

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


250 AZ: Requests Dismissal of Chapter 11 Case
---------------------------------------------
250 AZ, LLC has requested that Honorable Eileen W. Hollowell of
the Bankruptcy Court for the District of Arizona dismiss its
Chapter 11 case.

The Debtor submitted a plan of reorganization in December 2013.
The confirmation hearing was continued to July 8, 2014, to allow
secured creditor RREF to challenge the feasibility of the Debtor's
plan.  The Debtor does not have the ability to fund its plan now
and argues that a dismissal rather than conversion to Chapter 7
liquidation is in the best interest of the estate and creditors,
as creditors would be able to pursue remedies in state court.

The Court ordered an expedited hearing on the Debtor's Motion for
July 8, 2014 in Tucson.

                        About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., and John
E. Olson, Esq., at Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


37 WEST 24TH STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 37 West 24th Street, LLC
        40 West 8th Street
        New York, NY 10011

Case No.: 14-12006

Chapter 11 Petition Date: July 8, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Martin Glenn

Debtor's Counsel: Scott S. Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  Email: smarkowitz@tarterkrinsky.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Roee Nahmani, managing member.

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


ACG CREDIT: Files List of 7 Largest Unsecured Creditors
-------------------------------------------------------
ACG Credit Company II, LLC, filed with the Bankruptcy Court a list
of its largest unsecured creditors, disclosing:

   Name of Creditor           Nature of Claim     Amount of Claim
   ----------------           ---------------     ---------------
1. Fine Art Finance, LLC      Arranger Fees            $6,250,000
   James Reilly Brooksite
   423 South Ocean Avenue, Floor 2
   Patchogue, NY 11772
   Tel: (631) 656-9018
   Fax: (347) 572-0416
   E-mail:james.reilly@brooksite.biz

2. Hahn & Hessen LLP          Legal Services             $877,630
   488 Madison Ave.
   New York, NY 10022
   Tel: (212) 478-7200
   Fax: (212) 478-7400

3. SorinRand LLP              Legal Services              $58,192

4. Cohen and Wolf, P.C.       Legal Services              $50,000

5. Cohen Reznik LLP           Accounting Services         $22,500

6. SageCrest II, LLC          Stipulated Settlement       Unknown
                              Agreement Dispute

7. Art Capital Group, Inc.    Contract-Management         Unknown
                              Agreement

                 About ACG Credit Company II, LLC

New York-based ACG Credit Company II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17,
2014.  Ian Peck signed the petition as director.  Gellert Scali
Busenkell & Brown, LLC, serves as the Debtor's counsel.

In its schedules, the Debtor disclosed that the value of its
assets and liabilities is "unknown".  A copy of the schedules is
available for free at:

     http://bankrupt.com/misc/ACGCREDIT_36_sal.pdf


ACG CREDIT: July 14 Hearing on SageCrest's Bid for Stay Relief
--------------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 14, 2014, at
1:00 p.m. to consider Sagecrest II, LLC's motion for relief from
automatic stay in the Chapter 11 cases of ACG Credit Company II,
LLC.

SageCrest seeks to proceed to trial in two consolidated actions
pending in the U.S. District Court for the District of Connecticut
(Bridgeport) entitled Sagecrest II, LLC v. ACG Credit Company II,
LLC, et al., 3:13-CV-973 (SRU), and Sagecrest II, LLC v. Ian S.
Peck, et al., 3:12-CV-974 (SRV).

As reported in the Troubled Company Reporter on July 1, 2014, the
claims pending in the Connecticut Action are SageCrest's claims
against numerous non-Debtor defendants and the Debtor for their
failure to meet their obligations under a May 19, 2008 settlement
stipulation and mutual release, and the Debtor's counterclaims
arising from that same agreement.  SageCrest alleges that the
Debtor failed to pay $11,125,000 under the settlement stipulation,
and have committed numerous tortious acts to avoid making those
payments.

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

On June 26, SageCrest replied to the Debtor's objection stating
that the objection failed to address the fact that Ian Pect, the
Debtor's director, testified at his continued deposition that the
Debtor has no active bank accounts and does not do business other
than collecting loans related to the SageCrest settlement.

Objections to SageCrest's request were due July 9.

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

                 About ACG Credit Company II, LLC

New York-based ACG Credit Company II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17,
2014.  Ian Peck signed the petition as director.  Gellert Scali
Busenkell & Brown, LLC, serves as the Debtor's counsel.

In its schedules, the Debtor disclosed that the value of its
assets and liabilities is "unknown".  A copy of the schedules is
available for free at:

     http://bankrupt.com/misc/ACGCREDIT_36_sal.pdf


ADELPHI ACADEMY: Seeks More Time to File Schedules & Statements
---------------------------------------------------------------
Adelphi Academy d/b/a Adelphi Academy of Brooklyn requests an
extension through July 30, 2014, to file its Statement of
Financial Affairs, Schedules of Assets and Liabilities, as well as
address executory contracts and unexpired leases.  The Debtor's
Chapter 11 case was filed on June 16, 2014, in the Bankruptcy
Court for the Eastern District of New York.

The Debtor contends that "cause" exists for the extension.  The
Debtor is a non-profit private school.  The Debtor's emergency
Chapter 11 filing coincided with the end of its school year, which
has made it impossible for the Debtor to timely file its Schedules
and Statement or deal with contracts and leases.  The Debtor
believes its request for an extension comports with Sec. 1007(c)of
the Bankruptcy Code as well as case law.

Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014.  The bankruptcy case is assigned to
Judge Elizabeth S. Stong.

The proposed attorney for the Debtor is A. Mitchell Greene, Esq.
at Robinson, Brog, Leinwand, Greene, Genovese, & Gluck PC of New
York, New York.

Metropolitan Commercial Bank is represented by Lee Attanasio,
Esq., at Sidley Austin LLP, in New York.


ADEPT TECHNOLOGIES: Final Decree Entered Closing Chapter 11 Case
----------------------------------------------------------------
Bankruptcy Judge Jack Caddell entered on June 30, 2014, a final
decree closing the Chapter 11 case of ADEPT Technologies, LLC.

The Debtor has reported to the Court that its reorganization plan
has been fully confirmed, and that it is a new company under the
plan and has acquired its assets in accordance with the plan.

The Court scheduled a "show cause" hearing on June 23 why a final
decree must not be entered and the case closed.

The Court on June 5, 2014, confirmed the Debtor's Amended Plan of
Reorganization dated March 21, 2014.  Objections to confirmation
of the Plan were filed by PNC Bank, Birmingham City Wide Local
Development Company, Inc. and Southern Development Council, Inc.,
First Volunteer Bank and J. Thomas Corbett, Bankruptcy
Administrator.  The objections by Birmingham City Wide Local
Development Company, Inc. and Southern Development Council, Inc.,
as well as J. Thomas Corbett, Bankruptcy Administrator
confirmation were withdrawn at the Plan confirmation hearing.

As reported by the Troubled Company Reporter, the Plan proposes a
10% recovery for allowed general unsecured claims.  Under the
Plan, First Volunteer Bank will retain its lien on the collateral
securing the Debtor's $129,536 prepetition loan until the time the
debt is paid in full, with the secured claim to be paid through
monthly payments of $943 per month; (ii) PNC Bank's $6.2 million
secured claim will be paid through the execution of a new
promissory note to be secured by the same collateral upon which
PNC had a lien prepetition according to its same priority; and
(iii) the Debtor will restructure its $2.2 million and $135,078
secured debt with Southern Development Council, Inc., and will
assume the debt according to the terms and conditions of the
existing finance agreements in place.  SDC will retain its lien on
the collateral securing the debt until the time the debt is paid
in full.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.

Creditor PNC Bank is represented by Kevin C. Gray, Esq., Matthew
W. Grill, Esq., and Christine K. Borton, Esq., at Maynard, Cooper
& Gale, P.C., in Birmingham, Alabama.


ALM MEDIA: S&P Assigns 'B' CCR; Outlook Stable
----------------------------------------------
Standard & Poor's Ratings Services assigned ALM Media LLC its 'B'
corporate credit rating.  The rating outlook is stable.

At the same time, S&P assigned ratings to ALM Media LLC's proposed
$287.5 million senior secured credit facilities.  The credit
facilities consist of a $215 million first-lien term loan due
2020, a $22.5 million first-lien revolving credit facility due
2020, and a $50 million second-lien term loan due 2021.  S&P rated
the first-lien term loan and revolver 'B+' (one notch higher than
the 'B' corporate credit rating on the company) with a recovery
rating of '2', indicating S&P's expectation of substantial (70%-
90%) recovery for lenders in the event of a payment default.  S&P
rated the second-lien loan 'CCC+' (two notches below the corporate
credit rating), with a recovery rating of '6', indicating
negligible (0%-10%) recovery for lenders.

The company will use proceeds from the facilities to help fund
Wasserstein & Co.'s acquisition of the company and to repay its
existing debt.

The 'B' corporate credit rating on ALM Media LLC reflects S&P's
assessment of the business risk profile as "weak" and its
financial risk profile as "highly leveraged."

"We based our assessment of the business risk profile as "weak" on
the company's narrow business focus, relatively small size, mature
organic growth prospects, and competition with much larger
players," said credit analyst Hal Diamond.  "ALM Media has a niche
position in the legal publishing sector.  The company's
subscription base, which accounts for roughly 30% of revenues,
provides advertisers with a highly targeted vehicle.  Subscription
revenue has slightly declined since 2009 as a result of the
consolidation of certain larger law firms and minimal growth in
legal end market demand."

The stable rating outlook incorporates S&P's expectation that
operating performance will remain steady and liquidity will remain
adequate.  S&P expects the company will be able to renew or
replace its high-margin contract with LexisNexis under multi-year
terms before its expiration, at least at the same pricing level.
S&P also anticipates that leverage will remain relatively high
(above 5x), reflecting its expectation that the company will
redeploy the majority of its discretionary cash flow in
acquisitions.

Upside scenario

S&P could consider raising the rating to 'B+' if it become
convinced that the company will maintain lease-adjusted leverage
below 5x, and if it demonstrates improving revenue and EBITDA
growth, while broadening the business base and scale.  An
important consideration for an upgrade would also be satisfactory
renewal or replacement of its LexisNexis agreement at a higher
amount.

Downside scenario

S&P could lower the rating over the intermediate term if lease-
adjusted debt leverage rises above 6x and discretionary cash flow
approaches breakeven levels.  This could result from a failure to
renew the LexisNexis contract under favorable terms and/or an
economic downturn, together the potential for increased
competitive or client pressure on pricing.


AMERICAN APPAREL: Gets Default Notice from Lion Capital
-------------------------------------------------------
Anna Prior, writing for Daily Bankruptcy Review, reported that
American Apparel Inc. confirmed on July 8 that investment firm
Lion Capital has demanded repayment of a $10 million loan,
asserting the casual clothing maker defaulted under their credit
pact when Dov Charney ceased to be chief executive.  According to
the report, the company, which makes T-shirts, leggings and other
casual clothes, said it disputes the lender's claims and may seek
damages from Lion for what it deemed an invalid acceleration of
the loan maturity.

Suzanne Kapner, writing for The Wall Street Journal, reported on
July 9 that hedge fund Standard General gained sway over American
Apparel with an 11th-hour lifeline, part of a deal that will
overhaul the company's board and install ousted founder Dov
Charney as a strategic consultant -- at least for now.  According
to the Journal, the deal, completed on July 9, will provide the
company with $25 million, some of which will be used to pay off a
loan that has been called in by Lion Capital.

As part of the deal, all but two of American Apparel's seven-
member board will be replaced, and Mr. Charney will serve as a
strategic consultant until an investigation into his conduct is
completed, the Journal related.

                       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 MEDIA: Moody's Lowers Corporate Family Rating to Caa1
--------------------------------------------------------------
Moody's Investors Service has lowered American Media, Inc.'s
("American Media," "AMI" or the "company") Corporate Family Rating
(CFR) to Caa1 from B3 and Probability of Default Rating (PDR) to
Caa1-PD from B3-PD. Moody's also downgraded the ratings on the
11.5% Senior Secured First-Lien Notes due December 2017 to B3 from
B2 and 13.5% Senior Secured Second-Lien Notes due June 2018 to
Caa3 from Caa2 as well as the Speculative Grade Liquidity Rating
to SGL-4 from SGL-3. The rating outlook has been revised to
negative.

Ratings Downgraded:

Issuer: American Media, Inc.

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1-PD from B3-PD

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

$385 Million ($365 Million outstanding) 11.5% Senior Secured
First-Lien Notes due December 2017 to B3 (LGD-3) from B2 (LGD-3)

$105 Million ($10.6 Million outstanding) 13.5% Senior Secured
Second-Lien Notes due June 2018 to Caa3 (LGD-5) from Caa2
(LGD-6)

Ratings Rationale

The downgrade of American Media's CFR to Caa1 reflects Moody's
expectation for lower revenue and EBITDA resulting in higher
financial leverage. Moody's anticipate the company's total debt to
EBITDA leverage will climb to the 9-10x range (Moody's adjusted)
over the rating horizon from 6.5x as of December 31, 2013. The
rating revision also captures AMI's deteriorating liquidity
profile and weakening EBITDA cushion under the revolver's first-
lien leverage covenant.

Last week, AMI submitted a Notification of Late Filing to the SEC
to alert investors that it plans to delay submission of its Form
10-K for fiscal 2014 (ended March 31) to no later than July 15,
2014 due to the need to assess the financial impact of the
disruption in its wholesaler distribution channel as a result of
the recent shutdown and bankruptcy filing of and non-payment by
its second largest publications wholesaler, Source Interlink
Distribution ("Source"). AMI disclosed that it now expects revenue
could decline by approximately $10-20 million compared to its
prior estimate of $5-10 million. Additionally, the company revised
upward its estimate for the timeframe to transition to replacement
wholesalers (i.e., TNG and Hudson News), which it now expects will
take approximately 12-24 weeks instead of 6-12 weeks cited
previously. AMI has obtained a waiver from its bank lenders to
extend the period to comply with the credit agreement covenant
that requires delivery of its audited annual financial statements
to 105 days after the fiscal year end from 90 days.

The downgrade of the Speculative Grade Liquidity rating to SGL-4
reflects weak liquidity with around $4 million of cash plus $4.6
million of borrowing capacity under the $40 million revolving
credit facility as of December 31, 2013. In fiscal 2015, Moody's
project free cash flow will be breakeven to negative. Given that
Moody's anticipate EBITDA less capex interest coverage will drop
below 1x, Moody's believe the company will continue to draw under
its revolver to fund semi-annual interest payments in June and
December. At December 2013, the total first-lien debt ratio was
4.01x (as defined by the credit agreement) versus the revolver's
maximum allowable covenant of 4.5x. Moody's expect the EBITDA
covenant cushion to fall below 10% and believe the company could
breach the leverage covenant before the end of fiscal 2015.

The negative outlook reflects our expectation for lower
circulation sales over the near-term as well as the possibility
that the revenue decline could be bigger than expected and/or the
transition period could take longer than expected. Negative
pressure is further exacerbated by AMI's exposure to newsstand
sales, which account for about 45% of total revenue. In addition,
Moody's continue to expect continued secular decline in
traditional print-based magazine publishing due to increasing
alternatives for magazine and tabloid delivery across various
digital platforms. As such, Moody's believe there is a risk that
AMI's revenue and cash flow could experience permanent reduction
if consumers do not resume purchasing AMI's publications and
circulation does not revert to prior levels after the company
reallocates Source's distribution business to its other
wholesalers.

Ratings are supported by the strong brand name, reputation and
readership loyalty of AMI's flagship titles including Star, Shape,
National Enquirer, OK!, and Muscle & Fitness, as well as some
ability to partially offset declining newsstand and subscription
revenue by raising cover prices, increasing number of ad pages per
magazine, publishing additional special issues for key
publications and optimizing print programs designed to reduce
manufacturing and distribution costs.

What Could Change the Rating -- Down

Ratings could be lowered due to higher-than-expected declines in
circulation or print advertising demand resulting in further free
cash flow deterioration and inability to reduce debt balances or
meet financial maintenance covenants. Ratings could also be
downgraded if weaker EBITDA, debt-financed acquisitions or other
leveraging events result in higher-than-expected total debt to
EBITDA ratios (includes Moody's standard adjustments) that diverge
from Moody's expectations.

What Could Change the Rating -- Up

An upgrade is unlikely over the near-term, however the outlook
could be stabilized if circulation sales revert to prior levels,
advertising revenue improves, or incremental service revenue
and/or higher cover prices offset circulation declines resulting
in neutral to positive free cash flow generation, debt reduction
and total debt to EBITDA sustained comfortably below 6x (includes
Moody's standard adjustments).

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

Headquartered in Boca Raton, Fl, American Media, Inc. is a leading
publisher of celebrity weekly journals including Star, OK!, and
National Enquirer as well as health and fitness magazines
including Shape and Men's Fitness, published 10 times per year.
The company also provides services to other publishers and
arranges for the placement of owned publications and third party
publications with retailers. Post-emergence from Chapter 11 in
December 2010, Avenue Capital Management II, L.P., Angelo, Gordon
& Co., L.P., The Capital Group Companies and Oppenheimer Funds
collectively own approximately 79% of the common stock.


ARIZONA LA CHOLLA: Section 341(a) Meeting Scheduled for Aug. 14
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Arizona La
Cholla, L.L.C., will be held on Aug. 14, 2014, at 10:30 a.m. at
U.S. Trustee Meeting Room, James A. Walsh Court, 38 S Scott Ave,
St 140, Tucson, Arizona.

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.

Arizona La Cholla, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-10254) on July 2, 2014.  Steven L.
Nannini signed the petition as manager.  The Debtor estimated
assets and liabilities of at least $10 million.  Altfeld &
Battaile P.C. serves as the Debtor's counsel.


ARVADA STRUCTURES: Court Dismisses Reorganization Case
------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado dismissed the Chapter 11 case of Arvada
Structures, LLC.

The Debtor, in its motion, said that on March 13, 2014, the Court
granted primary secured creditor 2010-1 RADC/CADC Venture, LLC,
relief from the automatic stay.  The Debtor stated that there is
no purpose served by continuing the Chapter 11 case, and there are
no assets to administer if the case is converted to Chapter 7.

                      About Arvada Structures

Arvada Structures filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 13-29222) on Nov. 19, 2013.  The petition was signed by
Halston Mikail as manager.  The Debtor estimated assets and debts
of at least $10 million.  Judge Howard R Tallman presides over the
case.  Jeffrey S. Brinen, Esq., serves as the Debtor's counsel.

Richard A. Wieland, U.S. Trustee for Region 19, notified the
Bankruptcy Court that he was unable to appoint an official
committee of unsecured creditors in the Chapter 11 case of Arvada
Structures, LLC.


ASR CONSTRUCTORS: Hearing on Plan Outline Continued to Aug. 26
--------------------------------------------------------------
The Bankruptcy Court approved a stipulation continuing until
Aug. 26, 2014, at 2:00 p.m., the hearing to consider the adequacy
of the Disclosure Statement explaining ASR Constructors, Inc., et
al.'s Chapter 11 Liquidating Plan.

The hearing is continued from July 8.

The stipulation was entered among the Debtors, and Federal
Insurance Company, Berkeley Regional Insurance Company, the Office
of the U.S. Trustee, Gotte Electric, Inc., and ICW Group Insurance
Companies.

The Debtors, in their motion, stated that the terms of the Plan
rely on the outcome of the action entitled Gotte Electric, Inc. v.
ASR Constructors, Inc., et al., which was removed to the
Bankruptcy Court and assigned Adversary Case No. 6:13-ap-01402-MH.
The parties agreed to continue the hearing for at least 45 days.
The parties hope that the action is settled in the next 45 days at
which the Debtor will amend its Plan and Disclosure Statement and
provide more specific information and terms regarding payment to
creditors.

According to the Disclosure Statement, the purpose of the Plan is
to orderly liquidate, collect and maximize the cash value of the
remaining assets of the Debtors and make distributions in respect
of any Allowed Claims against the Debtors' estates.  Upon the
Effective Date, the property of the Debtors' estates will vest in
the Debtors and, in accordance with the Plan, transferred to the
Creditors' Trust which will be managed by the Disbursing Agent by
liquidating or abandoning, as necessary, all potential sources of
assets of the Debtors for funding for the Plan.  Because there are
competing liens and claims against the Debtors' assets, most of
the payments cannot be made under the Plan until the Gotte
Bankruptcy Court Action is resolved and all projects on which ASR
is the contractor are completed.

The Creditors' Trust will be funded by the remaining assets of
each of the Debtors' Estates including (i) cash, (ii) remaining
accounts receivable, (iii) remaining Meridian Properties, (iv)
Inland's remaining machinery and equipment, and (v) all Causes of
Action.  The Creditors' Trust will be managed by the Disbursing
Agent by orderly liquidating or abandoning, as necessary, all
sources of assets of the Debtors for funding for the Plan.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/ASRCONSTRUCTORS_266_ds.pdf

The Debtors are represented by:

         James C. Bastian, Esq.
         Melissa Davis Lowe, Esq.
         SHULMAN HODGES & BASTIAN LLP
         8105 Irvine Center Drive, Suite 600
         Irvine, CA 92618
         Tel: (949) 340-3400
         Fax: (949) 340-3000
         E-mail: jbastian@shbllp.com
                 mlowe@shbllp.com

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.
Judge Mark D. Houle presides over the case.  James C Bastian, Jr.,
Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's
counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


ASR CONSTRUCTORS: July 29 Hearing on Bid to Sell Phelan Property
----------------------------------------------------------------
Bankruptcy Judge Mark D. Houle will convene a hearing on July 29,
2014, at 2:00 p.m., to consider ASR Constructors, Inc., et al.'s
motion to sell real property of Debtor Another Meridian Company,
LLC located at 3758 Kreuer Rd., Phelan, California, in accordance
with Section 363(b) of the Bankruptcy Code.

The Debtor has received an offer from Dean S. Thompson and David
J. Thompson to purchase the property for $59,000.  The buyer is
the owner of real property located adjacent to the Phelan
Property.

The Phelan Property is not encumbered by any lender liens but is
encumbered by the cross-collateralized lien of Federal Insurance
Company.  Through the sale, after payment of (1) real property
taxes, (2) brokerage commissions, and (3) other costs of the sale
including escrow fees, title charges and documentary transfer
taxes, the balance of the net sale proceeds estimated to be
approximately $51,320, will be held by Meridian in a segregated
account subject to the liens and cash collateral agreements with
Federal.

The Debtors said the agreements reached with Federal have allowed
for the preservation and completion of the sale of the Phelan
Property and will provide Meridian with additional net proceeds
for distribution to creditors.  Therefore, good cause exists to
grant the sale motion so that the favorable business opportunity
is not lost.

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.
Judge Mark D. Houle presides over the case.  James C. Bastian,
Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the
Debtor's counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


BAY CLUB PARTNERS: Set to Present Plan for Confirmation Sept. 5
---------------------------------------------------------------
Judge Randall L. Dunn has approved the Amended Disclosure
Statement filed by Bay Club Partners-472, LLC, dated June 30,
2014.

The hearing on confirmation of the plan will be held on Sept. 5,
2014, at 9:00 AM, in U.S. Bankruptcy Court, Courtroom #3, 1001 SW
5th Ave, 7th Floor, Portland, OR 97204.

The Amended Plan provides that:

    (a) Legg Mason Real Estate CDO I Ltd. will be repaid in full
        with interest by the third anniversary of the Effective
        Date;

    (b) General Unsecured creditors will be paid  in full with
        interest on the third anniversary of the Effective Date
        unless any creditors elect to be paid 60% of their Allowed
        Claims within 90 days of the Effective Date

    (c) all membership interests in Debtor will be retained; and

    (d) Debtor will operate in the ordinary course and pay all
        Creditors pursuant to the Plan.

A copy of the Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/BAYCLUB_179_1ds.pdf

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

The U.S. Trustee has not appointed a committee of unsecured
creditors.

Legg Mason Real Estate CDO I, Ltd., is represented in the case by
Laura J. Walker, Esq., at Cable Huston LLP.


BENTLEY PREMIER: Court Confirms Plan Proposed by Pourchot Parties
-----------------------------------------------------------------
The Bankruptcy Court confirmed on June 26, 2014, the Joint Plan of
Reorganization for Bentley Premier Builders, LLC, filed by the
Starside, LLC, and the Phillip M. Pourchot Revocable Trust.

All objections to confirmation not withdrawn or otherwise resolved
were overruled.

In another order, the Court denied the Plan of Reorganization
filed by Sandy Golgart, 50% equity holder and creditor of the
Debtor, and interested party in the case.

As reported by the Troubled Company Reporter, competing plans of
reorganization were filed on behalf of the Debtor by Starside, LLC
and the Phillip M. Pourchot Revocable Trust, on the one hand; and
Sandy Golgart, on the other.  The Trust and Golgart each own 50%
of the Debtor.  Golgart's plan would allow Golgart to maintain
control of the Debtor.  If Pourchot's plan is approved, Pourchot
will likely grab control of the company as the plan would allow it
to submit a credit bid for the assets.

The two factions differ on the valuation of the Debtor's assets
and the amount of Pourchot's claims.  Golgart's Plan says the
Debtor's properties have a fair market value in excess of $36
million and the maximum amount of the secured debt is $18 million,
thus leaving substantial equity in the Debtor's properties.
Pourchot's plan says the present value of the Debtor's real estate
assets is just $23 million to $27 million, and the secured claims
of Pourchot and Starside are at least $29.2 million -- thus equity
is out of the money, and Golgart would be wiped out.

Plan votes are due March 7, 2014.  Plan confirmation began
March 28.

The Lewisville Independent School District, the County of Denton,
the City of Frisco, Starside, LLC and The Phillip M. Pourchot
Revocable Trust, Jason Searcy, and Mary Ann Rallo, Sal Rallo and
Teresa Loughborough each filed objections to confirmation of the
Golgart Plan.  The objections of the Lewisville Independent School
District, the County of Denton, the City of Frisco, and Jason
Searcy, were withdrawn or otherwise resolved prior to the hearing
on the Golgart Plan.

The Pourchot Parties, in response to the supplemental post-closing
brief of Ms. Golgart, stated that Ms. Golgart continued to try to
divert the Court's attention from the fact there is insufficient
value in Bentley Premier Builders to satisfy both the minimum
amount due to the Pourchot Parties under the most favorable
scenario to Golgart and the allowed claims against the estate.

Ms. Golgart submitted a post-closing brief to correct and clarify
certain issues discussed in written closing statements or in oral
closing argument on April 10, 2014.

Ms. Golgart asserted that her plan is feasible and an appropriate
preservation of approximately $3.5 million in remaining equity
owned both by her and Mr. Pourchot.

As reported in the TCR on March 26, 2014, in a court filing, Ms.
Golgart's lawyer questioned a provision of the plan proposed by
the Pourchot Parties that would ensure she receives nothing for
her equity in Bentley.  The provision stated that the plan
proponents won't "reserve or pursue avoidance actions against non-
insiders except to the extent an avoidable payment or transfer was
made to a non-insider for the benefit of an insider."

"The failure to properly preserve claims that could pay Golgart on
her 50% equity position is a violation of the [Bankruptcy] Code,"
said Mark Castillo, Esq., at Curtis Castillo PC, in Dallas,
Texas.

Mr. Castillo also questioned another provision that provides full
releases of those causes of action that could pay Ms. Golgart in
further violation of U.S. bankruptcy law.

"Pourchot's plan fails to provide the means for payment to
Golgart's prepetition equity position of the recoveries from
reserved and pursued causes of action," the lawyer said in court
papers.

The Phillip M. Pourchot Revocable Trust and Starside, LLC is
represented by:

         Laura L. Worsham, Esq.
         Nathan Allen, Jr., Esq.
         JONES, ALLEN & FUQUAY, L.L.P.
         8828 Greenville Avenue
         Dallas, TX 75243
         Tel: (214) 343-7400
         Fax: (214) 343-7455

Ms. Golgart is represented by:

         Mark A. Castillo, Esq.
         Joshua L. Shepherd, Esq.
         CURTIS | CASTILLO PC
         901 Main Street, Suite 6515
         Dallas, TX 75202
         Tel: (214) 752-2222
         Fax: (214) 752-0709

              - and -

         John T. Palter, Esq.
         Kimberly M.J. Sims, Esq.
         Palter Stokley, Esq.
         SIMS WRIGHT PLLC
         Preston Commons - East
         8115 Preston Road, Suite 600
         Dallas, TX 75225
         Tel: (214) 888-3111
         Fax: (214) 888-3109

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
was Dec. 5, 2013.  Governmental entities had until Feb. 3, 2014,
to file proofs of claim.

Golgart is represented by Mark A. Castillo, Esq., and Joshua L.
Shepherd, Esq., at Curtis | Castillo PC; and John T. Palter, Esq.,
and Kimberly M. J. Sims, Esq., at Palter Stokley Sims Wright PLLC.

The Pourchot Parties are represented by Mark E. Andrews, Esq., and
Aaron M. Kaufman, Esq., at Cox Smith Matthews Incorporated; and
Laura L. Worsham, Esq., and Lynn Schleiner, Esq., at Jones, Allen
& Fuquay, LLC.


BUDD COMPANY: Will Have Official Asbestos PI Committee
------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer green-lighted the appointment
of an Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 case of The Budd Company, Inc.

An Ad Hoc Committee of Asbestos Personal Injury Claimants filed
the request.  Budd Co. objected.  Joinders in the Debtor's
objection were filed by Thyssenkrupp North America, Inc., the
Debtor's parent; and The Committee of Executive & Administrative
Retirees.

By letter dated April 16, 2014, counsel for the Ad Hoc committee
requested the U.S. Trustee to appoint an official committee of
asbestos personal injury claimants.  By a letter dated May 7,
2014, the U.S. Trustee declined the request.  The U.S. Trustee has
not appointed an official committee of general unsecured
creditors.

According to the Court, the Movant has met its burden to show that
the asbestos claimants are not adequately represented in this case
and that the cost to the estate of appointing the proposed
committee is justified.  Most important is the consideration that
an Asbestos Committee will be able to obtain sophisticated expert
to supply information helpful in evaluating the necessary plan
treatment of asbestos claims."

The Debtor ceased all manufacturing activities in 2006 and is said
to have no current employees.  The Debtor filed this bankruptcy
case to liquidate its assets in an orderly manner and dispose of
creditor claims.  It asserts that its significant case assets
likely will be insufficient to satisfy its long-term liabilities,
most of which are owed to its retirees.

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America acts as the authorized
representative for the Debtor's union retirees, and the Retiree
Committee represents the interests of the Debtor's non-union
retirees.

Although the Debtor has some environmental and asbestos related
liabilities, the vast majority of the Debtor's creditors are its
former employees, and the vast majority of the Debtor's
liabilities (by dollar amount) arise from medical, pension, and
other post-retirement obligations owed to its former employees.
The Debtor estimates that the retiree benefit and pension
obligations for union and non-union retirees comprise
approximately 97% of the Debtor's total liabilities. However, the
Debtor also estimates the value of its asbestos liabilities to be
approximately $23 million net of insurance coverage.

According to Brian Bastien's (CEO and President of Debtor)
Declaration, as of the Petition Date, the Debtor had approximately
$384 million in cash and had, as of September 30, 2013, book-value
liabilities of approximately $1.2 billion.  The Debtor appears to
have claims against TKNA to fund pension and health claims and a
motion is pending to approve an agreement to resolve these claims.

In its Schedules, Debtor scheduled approximately 578 creditors
holding asbestos claims, as disputed, contingent and unliquidated.
In Bastien's Declaration, the Debtor notes that there are
approximately 356 pending asbestos personal injury claimants with
claims valued by the Debtor at $23 million net of insurance
coverage. In an April 28, 2014 letter, the Debtor's counsel states
that, as of the Petition Date, the Debtor was a defendant in 336
such actions.

The Ad Hoc committee states that it consists of lawyers
representing more than 950 asbestos personal injury claimants
holding claims which the Committee asserts to be valued at $50
million.

According to the Debtor, "as of September 30, 2013, the book value
of its asbestos liabilities comprised less than 2% of the book
value of its total liabilities," and "approximately 50% of this
book value is a reserve for defense costs."

According to the Bankruptcy Court, even at the Ad Hoc committee's
estimated value the asbestos claims would be only approximately 4%
of the unsecured claims, but they require a reorganization plan to
deal in some way with the net value of these claims in excess of
insurance coverage.

The U.S. Trustee argues that the asbestos claims are speculative,
contingent and unliquidated, and cites to the April 28, 2014
letter from the Debtor's counsel as the source for its belief that
"historically 95% of such claims have been dismissed without
payment and the remaining actions have generally settled for less
than $5,000."

The Ad Hoc committee asserts that the Debtor has underestimated
its asbestos liability, while the Debtor asserts that the Ad Hoc
committee has overestimated the Debtor's liability after
insurance.

The Ad Hoc committee contends that, absent the formation of an
official committee, it will be difficult for asbestos claimants to
have any meaningful participation in the case.  The Ad Hoc
committee cites the claimants' age, health and dispersion across
the country as a reason for their inability to individually
participate in the case.  It also argues that the claimants are of
modest means, and while they are able to retain personal injury
counsel on a contingent fee basis, they cannot pay the hourly
charges of bankruptcy counsel.

The Debtor argues that even without appointment of an official
committee, the asbestos claimants may continue to monitor and
participate in the case.  The Debtor further argues that the
Movant members have many years of asbestos litigation experience,
and several firms represented by such members have significant
experience in Chapter 11 cases as well (citing as examples Steven
Kazan as one such member who advertises bankruptcy experience in
his firm biography and Peter G. Angelos as one such member
involved in a successful bankruptcy appeal before the Second
Circuit).  The Debtor also contends that there are more than
10,000 retirees who are also elderly and who rely upon the Debtor
for their benefits and health care.

But, in contrast to the asbestos claimants, the 10,000 retirees
cited by the Debtor have representative voices in the case through
the Retiree Committee, the UAW and the PBGC.  The Ad Hoc committee
is comprised of seven lawyers, but not all attorneys and firms
that represent individual asbestos claimants.  To require each
attorney for all claimants to participate in the case will likely
become chaotic and opens the risk of inequitable treatment
depending on the sophistication and experience in bankruptcy of
the particular counsel.  Instead, the Court has determined that it
would benefit the asbestos claimants and the bankruptcy process to
have one voice represent all asbestos claimants.

No plan has been filed in this case and at this early state the
Debtor has not indicated how it plans to handle the asbestos
claims.

The Bankruptcy Judge held that the Debtor may or may not propose a
trust under 11 U.S.C. 524(g).  Because this is a liquidating case,
the asbestos claims will not "pass through" the bankruptcy to
allow the claimants to have the ability to seek recovery from a
reorganized Debtor entity.  The Debtor must propose some treatment
of the asbestos claims.

A copy of the Court's July 7, 2014 Memorandum Opinion is available
at http://is.gd/xH0HlBfrom Leagle.com.

                     About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.


CACTUS WELLHEAD: Moody's Rates $350MM 2st Lien Secured Loan 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Cactus Wellhead, LLC and B3 ratings to its proposed $350
million first lien secured term loan due 2020 and $50 million
secured revolving credit facility. Moody's also assigned a SGL-2
Speculative Grade Liquidity rating. The net proceeds of the term
loan offering will be used to repay existing debt and to pay a
distribution to its owners. This is the first time Moody's has
rated Cactus Wellhead. The outlook is stable.

"Term loan proceeds will refinance the existing debt of this
manufacturer of wellhead pressure control equipment, more firmly
grounding the debt component of its capital structure although
adding substantially to its financial leverage," commented Andrew
Brooks, Moody's Vice President. "Having rapidly grown the company
into a leading supplier of wellhead control systems, Cactus's
senior management and financial sponsors will receive a
substantial return on and of their invested capital, the
distribution of which will also be funded by the proceeds of this
secured term loan offering."

Ratings assigned

Assignments:

Issuer: Cactus Wellhead LLC

Probability of Default Rating, Assigned B3-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned B3

Senior Secured Bank Credit Facility, Assigned B3 range of LGD3

Ratings Rationale

Cactus's B3 CFR reflects the company's small size in the roughly
$6.4 billion surface equipment segment of the oil field service
and equipment market, its relatively short operating history, the
inherent cyclicality of oil and gas drilling activity to which
Cactus is exposed and the significant increase in leverage
represented by this debt offering. Offsetting these concerns are
Cactus's strong presence and broad customer penetration in a
product line, which while low in its relative cost, is a critical
component of wellsite operations, its geographic scope with sales
and service locations in most major US hydrocarbon producing
basins, the financial flexibility imparted by its largely variable
cost business model and a seasoned management team who appears to
have established a firm footing for future growth in profitability
and cash flow with which to de-lever the company's balance sheet.

Predecessor companies to Cactus, and much of its senior
management, trace their histories back to the mid-1970s, firmly
establishing the Cactus brand name in the oilfield equipment
market. Cactus Wellhead in its present configuration was
established in August 2011 by its current senior management team
with the backing of financial sponsor Cadent Energy Partners. The
company has experienced rapid growth since its inception with 2013
revenues and EBITDA up 147% and 279%, respectively, over 2012
results. Despite its relatively brief history of operations,
Cactus has emerged as one of the leading manufacturers and
suppliers of wellhead pressure control equipment, competing
against less than half a dozen significantly larger, more broadly
diversified service and equipment providers. Its operations, which
include US and Chinese manufacturing facilities, also span 13
sales and service centers which cover the majority of the US oil
and gas producing regions. The company's revenue mix is well
diversified among product sales, equipment rentals -- largely
"frac" trees, enabling Cactus to capitalize on the service
intensive hydraulic fracturing boom - and service and repairs.

While the term loan financing proposed by the company will re-
finance existing debt, it is also a leveraged recapitalization of
the company that will fund a substantial $240 million dividend to
shareholders, increasing pro forma debt leverage to over 4x.
Moody's does not view leveraging the company to provide for
shareholder returns as a particularly productive use of capital,
especially given the history of periodic volatility evidenced in
the broader oilfield services market. However, Cactus generally
produces free operating cash flow after funding its expansionary
capital spending requirements, which should enable it to reduce
leverage, presuming it can continue to execute on its robust
growth trajectory.

Cactus's SGL-2 Speculative Grade Liquidity rating reflects good
liquidity through 2015. Moody's expects Cactus to generate at
least break-even free cash flow after funding debt service,
working capital requirements, its capital spending needs and the
ongoing payment of distributions to its shareholders. Should a
deceleration of growth or a downturn in the business emerge, the
liquidation of working capital should bolster near-term liquidity.
The company expects to close on a $50 million, five-year secured
revolving credit facility, which should provide sufficiently for
working capital and liquidity needs arising from its rapid growth.
Moody's sees little likelihood of this facility having material
permanent utilization.

The stable outlook reflects favorable industry dynamics for
continued strength in drilling and hydrocarbon production,
enabling Cactus to continue a growth trajectory which should
generate free cash flow sufficient to achieve improved debt
leverage through 2015. Increased size and the demonstrated
durability of its business model together with a permanent
reduction in debt leverage to 3x or below could warrant
consideration of an upgrade. The rating could be downgraded if
revenue growth stalls and free cash from operations turns
negative, if debt leverage exceeds 5x, if another large debt-
financed cash distribution to shareholders materializes or should
liquidity concerns impinge on company operations.

The secured term loan and secured revolving credit facility share
on a pari passu basis a first-lien interest in substantially all
the company's assets, effectively creating a single class of rated
debt. This results in the secured term loan and the secured
revolver being rated the same as the B3 CFR under Moody's Loss
Given Default (LGD) Methodology.

Cactus Wellhead, LLC is a privately owned oilfield service and
equipment provider headquartered in Houston, Texas.

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


CALPINE CORP: S&P Rates New Senior Unsecured Debt 'B'
-----------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' debt issue
rating and '5' recovery rating to Calpine Corp.'s planned senior
unsecured notes due 2023 and 2025.  S&P don't expect that
allocation between the two maturities to affect its conclusions.
The total amount of senior unsecured debt issued could vary from
expectations.  S&P also affirmed Calpine's 'B+' corporate credit
rating.  However, S&P raised Calpine's senior secured debt rating
to 'BB' from 'BB-' and revised the recovery rating to '1' from
'2'.  S&P left unchanged its 'BB' debt issue rating and '1'
recovery rating on Calpine Construction Finance Co. L.P. (CCFC).

The dollar-for-dollar exchange in debt does not affect S&P's view
of Calpine's business risk profile or our expectations of
financial performance over the forecast period of the next three
years or so.

"Calpine will fund the tender premiums with cash, so the
transaction is essentially debt-neutral, although interest costs
will decline a bit," said Standard & Poor's credit analyst Terry
Pratt.

The change in capital structure leads to less senior secured debt
and results in an improved recovery rating and hence debt rating
and influences the rating S&P assigned to the new senior unsecured
debt.  Thus, the analytic focus involved with this change in
capitalization revolves around recovery analysis of the senior
secured and senior unsecured debt.

The stable outlook reflects S&P's view that Calpine's business
risk profile is not likely to change and that financial
performance will likely stay within the middle of the highly
leveraged range over the next two years based on S&P's
expectations that power prices will remain stable to slightly
positive in some markets.  The company's recently completed sale
of six plants in the U.S. Southeast does not affect our outlook.


CARAUSTAR INDUSTRIES: S&P Puts 'B+' CCR on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B+' corporate credit rating, on Austell, Ga.-based
Caraustar Industries Inc. on CreditWatch with negative
implications.

The CreditWatch negative listing follows Caraustar's announcement
that it agreed to acquire the Newark Group, a manufacturer of
recycled paperboard, linerboard, industrial tubes, cores, and
other converted products.  Purchase and financing terms have not
been publicly disclosed.

While purchase and financing terms have not been disclosed, S&P
estimates that the transaction could weaken the company's credit
ratios, with pro forma leverage, as measured by debt to EBITDA,
exceeding 5x before projected synergies.  This compares to
Caraustar's projected 2014 year-end leverage of about 4.5x before
the acquisition.

Caraustar is a vertically integrated manufacturer of 100% recycled
paperboard and converted paperboard products.  The company serves
the four principal recycled paperboard product end-use segments:
tubes and cores; folding cartons; gypsum facing paper; and
specialty paperboard products.  Caraustar is owned by private
equity firm H.I.G. Capital LLC.

"We will resolve the CreditWatch listing following our review of
the financing details of the pending transaction and implications
for Caraustar's financial risk profile," said Standard & Poor's
credit analyst Thomas Nadramia.  "Upon completion of our review,
we could leave the ratings unchanged or lower them.  Based on
preliminary information, we believe that if the ratings were to be
lowered, the downgrade would not exceed one notch."


CITGO PETROLEUM: Fitch Affirms 'BB-' IDR & Rates New Debt 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for
CITGO Petroleum Corporation (CITGO) at 'BB-' and expects to assign
'BB+' ratings to the proposed new senior secured debt issuances as
follows:

   -- $1 billion Senior Secured Bank Credit Facility due 2019;
   -- $650 million Senior Secured Term Loan B due 2021;
   -- $650 million Senior Secured Notes due 2022.

Fitch also affirms the company's pari passu, fixed-rate Industrial
Revenue Bonds (IRBs) at 'BB+'.  The other outstanding debt remains
unaffected.

The Rating Outlook remains Negative.

Approximately $1.4 billion in balance sheet debt (excluding $255
million in capitalized leases) is affected by today's rating
action.

REFINANCING TRANSACTION

The proposed CITGO transaction will result in a refinance of its
existing Senior Secured Term Loan B due 2015, Term Loan C due
2017, 11.5% notes due 2017, and Revolving Credit Facility, as well
as make a $300 million dividend payment to its parent using
proceeds from the proposed refinancing.  The security across
CITGO's capital structure is expected to remain mostly pari passu
and covenants will be largely unchanged from the 2010 refinancing
package.  The company's IRBs, which are also secured pari passu
with the rest of the package, will remain outstanding.

The proposed refinancing is modestly leveraging (total debt
including capital leases rises from $1.33 billion to $1.66 billion
proforma) causing debt/EBITDA to rise from about 1.1x at March 31,
2014 to 1.4x proforma at year-end 2014 as calculated by Fitch.
The transaction is expected to result in a modest interest
coverage improvement due to lower coupons on the proposed
refinanced debt, despite total leverage increasing.

CITGO has substantial headroom on a stand-alone basis at the
current 'BB-' rating level.  However, the company's linkage to its
much weaker parent, Petroleos de Venezuela, S.A. (PDVSA)
('B'/Negative Outlook), has historically constrained CITGO's
ratings.

KEY RATINGS DRIVERS

CITGO's ratings are supported by the scale and quality of the
company's refining assets, with three high-complexity refineries
consisting of approximately 749,000 barrels per day (bpd) of
refining capacity on the Gulf Coast and Midcontinent; significant
access to price-advantaged Canadian and U.S. shale crudes,
resulting in strong financial performance and free cash flow
(FCF); the company's export capability out of the Gulf that allows
it to access higher growth markets abroad, especially distillates;
and strong covenant protections in the senior indenture, which
limit the ability of CITGO's parent to dilute CITGO's credit
quality.  Other considerations include the historical use of CITGO
by its parent as a cash cow, and the historical volatility of
refining.

Linkage to PDVSA

The company's stand-alone strengths are balanced by CITGO's strong
operational linkage to parent PDVSA which is evidenced through
CITGO's contracts to take approximately 300,000 bpd of PDVSA crude
at its Gulf coast refineries, frequent appointment of PDVSA
personnel to CITGO executive and board positions, and procurement
services agreements between CITGO and PDVSA.  At the end of March,
Fitch downgraded PDVSA's IDR from 'B+' to 'B' and revised the
Outlook from Stable to Negative, citing PDVSA's inextricable
linkage to the government of Venezuela, which in turn has
experienced heightened macroeconomic instability, delays in
implementation of policies to address rising inflation,
distortions in the foreign exchange (FX) market and deterioration
in external accounts.

Favorable Crude Spreads

CITGO has benefited from wide discounts associated with landlocked
WTI and other interior North American crudes, as embodied in the
Brent-WTI gap (average of approximately $8.00/barrel year-to-date)
versus historical spreads in the +/-$3/barrel range).  While this
spread has narrowed considerably from the $16 - $20/barrel level
seen in 2011, it remains historically wide and has provided robust
cash generation for refineries positioned to take advantage of it
and other discounted regional crudes.  CITGO can run up to 200,000
bpd of such discounted crudes in its Gulf Coast system, and
approximately 100,000 bpd of Canadian heavy crudes at its 167,000
bpd Lemont, IL refinery.  It is worth noting that this spread has
held up despite a flood of logistics projects that have come
online to move crude to consumption centers on the coasts.
Current forward prices for oil suggest that a healthy discount
will continue at least over the next several years.

Strong Stand-Alone Credit Metrics

CITGO's credit metrics are strong for the rating category.  As
calculated by Fitch, on a proforma basis, CITGO's total debt and
capitalized lease obligations will be $1.66 billion versus
$2.2 billion in 2009.  The company's free cash flow declined to -
$344.9 million as of YE 2013 but this was primarily driven by a
distribution to its parent PDVSA of $887 million.  Absent that
distribution, FCF would have been +$542 million, given CITGO's
strong cash flow from operations and relatively light capex.  It
is important to note in this regard that CITGO's restricted
payment basket caps the company to distributing cumulative net
income levels.  The net income basket will be reset to April 1,
2014 upon completion of the proposed refinance transaction.
Looking forward, Fitch expects CITGO will be modestly FCF positive
in our base case across the next two years.

Liquidity

CITGO's liquidity was ample as of March 31, 2014 on a proforma
basis and totals $1.58 billion.  This includes $130 million in
cash; $1 billion in availability on its new secured revolver; and
$450 million in A/R Securitization availability under the current
program (the proposed refinance terms allow CITGO to issue up to
$500 million).  The company's new secured revolver will expire
July 2019, while its A/R Securitization facility is renewed
annually.  In addition, CITGO has $290 million in repurchased
Industrial Revenue Bonds (IRBs), which were held in Treasury and
can be remarketed at the company's discretion.  Additional
liquidity could come from the sale of other assets, or the
liquidation of excess inventory (total crude + product inventories
increased to 33 million barrels as of March 31, 2014, versus more
typical levels in the 27 - 28 million barrel level).  Management
estimates that proforma headroom on its key financial covenant
will remain good with the debt-to-cap ratio expected to increase
to about 45% at year-end 2014 from 32.8% at year-end 2013 (versus
a 60% max).  The company's interest coverage covenant will be
eliminated from the covenant package given the inherent volatility
in refinery results.  However, the cushion is anticipated to
remain solid with management's estimated proforma coverage over
12x at year-end 2014 from 15.7x at year-end 2013.  The proforma
maturities profile is manageable with no maturities within the
next five years.

Other Liabilities

CITGO's other obligations are manageable.  The deficit on the
funded status of CITGO's Pension Benefit Obligation (Pension
Assets - PBO) declined to -$192.7 million from -$353.5 million the
year prior.  The main sources of improvement stemmed from
actuarial gains, and better returns on plan assets.  CITGO
estimates it will contribute $68 million into qualified plans in
2014.  CITGO's asset retirement obligation (ARO) was essentially
unchanged at $18.76 million and was primarily linked to asbestos
remediation.  Rental expense for operating leases rose to $170
million in 2013 and is comprised of leases for product storage,
office space, marine chartered vessels, computer equipment and
equipment used to store and transport feedstocks and refined
products.

Covenant Protections

It is important to note that there are relatively robust covenant
protections in CITGO's secured debt which restrict the ability of
its parent to dilute CITGO's credit quality.  These include a
debt/cap maximum of 60%, with a lower 55% test for purposes of
making distribution to the parent; and a restricted payment basket
which limits the ability of CITGO to make distributions to its
parent.

The notching between CITGO's IDR and secured ratings reflects the
strength of the underlying security package, which was expanded in
2010 to include the 167,000 bpd Lemont refinery, in addition to
CITGO's Lake Charles and Corpus Christi refineries, and select
petroleum inventories and accounts receivables.

RATINGS SENSITIVITIES

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

   -- Improved ratings at the parent level;
   -- Continued strong financial performance at CITGO centered on
      maintenance of low debt/EBITDA leverage ratios and continued
      positive FCF.

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

   -- A downgrade at the parent level;
   -- A collapse in refining fundamentals or sustained operational
      problem at one or more refineries;
   -- Weakening or elimination of key covenant protections
      contained in the senior secured debt through refinancing or
      other means.

Note that this last action in particular, while not expected over
the medium-term given the planned refinance transaction, would
weaken the notching rationale between parent and subsidiary, as
the ring fencing created by the secured debt covenants offer
substantial protections to all CITGO debtholders.


CITGO PETROLEUM: S&P Affirms 'B' CCR & Rates Sr. Facilities 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Houston-based CITGO Petroleum Corp.  At
the same time, S&P assigned its 'BB-' issue rating and '1'
recovery rating to the company's proposed senior secured
facilities.  The outlook is negative.

Pro forma for the debt issuance, our assessment of CITGO's 'bb'
stand-alone credit profile remains unchanged, reflecting S&P's
assessment of its "fair" business risk profile and "significant"
financial risk profile.  S&P's "fair" business risk assessment of
CITGO incorporates its "moderately high" industry risk assessment
of the oil refining industry and a "fair" assessment of CITGO's
competitive position.  CITGO has a total processing capacity of
749,000 barrels per day (bpd} of capacity across three refiners:
two on the U.S. Gulf Coast, and one in the Mid-Continent region.
Mid-continent margins have been highly favorable in recent years,
although slightly weaker now than last year.  S&P characterizes
CITGO's financial risk profile as "significant" due largely to the
sector's very high margin volatility and our expectation for pro
forma debt to EBITDA in the 1.5x to 2x range in 2014.

The company's credit measures improved significantly during the
past two years, and S&P expects crack spreads will continue to
produce favorable margins.  In S&P's base case projections, it
assumes flat utilization and modestly higher operating expenses
compared with 2013.  Also, S&P forecasts CITGO's weighted average
crack spread per barrel to reside in the $12.00 to $12.50 range.
Pro forma for the debt issuance, these assumptions translate to
debt to EBITDA in the 1.5x to 2x range and EBITDA interest
coverage of 7.5x to 8x in 2014.

At the current rating level, CITGO's negative outlook mirrors that
of PdVSA.  The outlook on PdVSA reflects that on Venezuela.  S&P
don't expect PDVSA's relationship with the government to change
significantly in the next two to three years.  S&P also believes
that the government won't significantly reduce its heavy
involvement in the sector or in the company.  Therefore, the
rating on PdVSA will likely follow the rating trajectory on the
sovereign.  S&P would likely lower the rating on CITGO if it
downgrade PdVSA.  Similarly, S&P would revise the outlook on CITGO
to stable if it did the same on PDVSA.  Since CITGO's stand-alone
credit profile is 'bb', it is very unlikely that S&P would lower
CITGO's rating due to company-specific factors.


COMMUNITY ACTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Community Action Partnership of Western Nebraska, Inc.
           fdba Panhandle Community Services
        3350 10th Street
        Gering, NE 69341-1724

Case No.: 14-41212

Chapter 11 Petition Date: July 8, 2014

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: David Grant Hicks, Esq.
                  POLLAK, HICKS, & ALHEJAJ, P.C.
                  6910 Pacific St #216
                  Omaha, NE 68106
                  Tel: (402) 345-1717
                  Email: dhicks@bankruptcynebraska.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Margo Hartman, interim executive
director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://docdroid.net/ehm7


CORINTHIAN COLLEGES: Warned of Weakened State Before Funding Cuts
-----------------------------------------------------------------
Josh Mitchell and Stephanie Gleason, writing for The Wall Street
Journal, reported that the collapse of Corinthian Colleges Inc. is
raising questions about the Obama administration's aggressive
handling of one of the country's largest for-profit education
companies, which was hemorrhaging money before regulators cut off
its federal funding.

According to the report, three days before the administration's
freeze of federal funds, an analyst at Wells Fargo & Co., a major
holder of Corinthian shares, warned of the company's weakened
state in a note to clients.  The analyst said the company was
expected to burn through $73 million in the three-month period
through June, leaving it with a negative balance of $45 million,
the report related.  The Education Department says it was unaware
of the dire state of the company's finances before it moved June
12 to restrict access to federal student-aid dollars, which made
up 80% of Corinthian's revenue, the report further related.


CRUMBS BAKE SHOP: Closes Stores as Cupcake Declines
---------------------------------------------------
Sydney Ember, writing for The New York Times' DealBook, reported
that Crumbs Bake Shop, on July 7, said it was closing all of its
stores, the latest sign that the gourmet-cupcake industry is in
decline.

According to the DealBook, when Crumbs went public on the Nasdaq
stock exchange in 2011, its shares have steadily fallen.  Last
week, the Nasdaq suspended trading of the company?s stock, the
DealBook said.  In its filing with the Securities and Exchange
Commission, Crumbs said the Nasdaq had based its decision to
delist the company on its failure to comply with a minimum
stockholders equity requirement of at least $2.5 million, the
DealBook related.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Crumbs reported sales of $47.2 million in 2013,
throwing off a $15.4 million operating loss and a $15.3 million
net loss.  On March 31, the balance sheet had assets of $17.9
million and liabilities totaling $21 million, Mr. Rochelle noted.

New York City-based Crumbs Bake Shop, Inc. --
https://www.crumbs.com/ -- engages in the business of selling a
wide variety of cupcakes, cakes, cookies and other baked goods as
well as hot and cold beverages. Crumbs offers these products
through its stores, e-commerce division, catering services and
wholesale distribution business.

The Troubled Company Reporter, on April 11, 2014, reported that
Rothstein Kass, in Crumbs' Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2013, expressed substantial doubt about the Company's ability to
continue as a going concern, citing that the Company has incurred
negative cash flow from operations and significant operating
losses for the years ended December 31, 2013 and 2012.


DETROIT, MI: Some European Banks Sell Holdings of City Bonds
------------------------------------------------------------
Matt Wirz, writing for The Wall Street Journal, reported that two
European banks have sold hundreds of millions of dollars of
Detroit municipal bonds after prices rose from lows reached when
the city went bankrupt last year.

According to the Journal, Depfa Bank PLC and Commerzbank AG sold
about $700 million of Detroit bonds in recent weeks for as much as
60 cents on the dollar, people familiar with the matter said.
When the city went bankrupt last July, some of the debt they sold
traded for as little as 30 cents on the dollar as other investors
bailed out, the Journal said, citing data from Electronic
Municipal Market Axess.

In a separate report by the Journal, the value of Detroit's fine-
art collection is pegged at $2.8 billion to $4.6 billion, a sharp
increase over a previous partial estimate that could create a
headache for the city in bankruptcy court.  The new, all-inclusive
valuation released on July 9 by New York-based Artvest Partners
could add fuel to their arguments ahead of the bankruptcy trial
set to begin next month, the Journal said.

                  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.


DOUGLAS HIMMELFARB: Faces Sanctions for Disclosing Info to WSJ
--------------------------------------------------------------
Douglas Bruce Himmelfarb, a debtor in a Chapter 11 case pending in
bankruptcy court in Hawaii (Bankr. D. Hawaii Case No. 13-00229),
owns a painting which may or may not be a work by the late Mark
Rothko.  The value of the painting depends largely on whether it
is in fact a Rothko.

In an effort to determine who created the painting, the debtor
obtained an order under Fed. R. Bankr. P. 2004 directing Marion
Kahan to produce documents and testify at a deposition.  Ms. Kahan
manages certain documents and artworks held by Mr. Rothko's
children, including Christopher Rothko, and his estate.

The parties entered into a Stipulated Protective Order which laid
out procedures under which the parties could assert and challenge
claims of confidentiality.  The order also establishes procedures
to resolve disputes about confidentiality, and provides that
"Confidential Information shall not be disclosed to any person
other than" certain categories of people, some of whom must sign a
certification in which they agree to be bound by the Stipulated
Protective Order.

Subsequently, Ms. Kahan produced documents and testified at a
deposition.  She designated virtually all of her production and
testimony as confidential.  Ms. Kahan did this because she and the
Rothkos do not want to be drawn into litigation.

The debtor believes that the presence of certain materials in Ms.
Kahan's files -- particularly the negative of a photograph of the
debtor's painting -- implies that his painting is a Rothko.  Ms.
Kahan and the Rothko family do not wish to be dragged into any
disputes about the debtor's painting and do not want to create any
perception that they either support or oppose his claims. They
understandably worry that, if they do or say anything that
suggests they think the painting is or isn't authentic, they might
be sued.

The debtor objected to Ms. Kahan's confidentiality designation.
The Stipulated Protective Order provides that, if there is such an
objection, the party who designated the material has 25 days to
seek a court order designating the material as confidential.

On October 17, 2013, the debtor objected to Ms. Kahan's
confidentiality designation.  On October 29, 2013, well within the
25-day period and before Ms. Kahan filed her own motion, the
debtor brought the matter before the court.

After letter briefing, discovery conferences, and a motion for
reconsideration by the debtor, the Bankruptcy Court entered an
Amended Discovery Order on January 9, 2014.  The order permits the
debtor to show third parties prints made from the negative on the
condition that the debtor simultaneously provide those parties a
specified written disclaimer.  The order spells out the exact
terms of the disclaimer.  The order further provides that "All
other documents and testimony provided by Ms. Kahan or the Rothkos
shall remain confidential."

On April 2, 2014, a Wall Street Journal reporter told Ms. Kahan
that the reporter was preparing an article about the debtor's
painting and had read Ms. Kahan's deposition testimony.  The
reporter's article appeared a few weeks later.

Ms. Kahan and Christopher Rothko filed a motion for a contempt
citation and sanctions.  They argued that the debtor or his
attorney must have given the reporter Ms. Kahan's deposition
transcript, in violation of the court's orders.  At the hearing on
the motion, the Court directed the debtor to file a disclosure,
under oath, of any disclosures which he or anyone acting for him
had made of confidential materials, and directed Ms. Kahan and Mr.
Rothko to file additional materials in support of their claim for
attorneys' fees.

The debtor filed a disclosure in which he admitted that, "to the
best of [his] knowledge," he gave all of the confidential
materials to the Wall Street Journal reporter and also gave Ms.
Kahan's deposition transcript to a reporter for BuzzFeed, an
online news outlet.  He also admitted, "to the best of [his]
knowledge," that he gave some or all of the confidential materials
to about two dozen other individuals after they signed an
agreement to be bound by the Stipulated Protective Order.

According to Bankruptcy Judge Robert J. Faris, the debtor has
flagrantly violated the Stipulated Protective Order and the
Amended Discovery Order.  Under that order, he was free to
disclose the photograph with the disclaimer, but he was forbidden
from disclosing any of the other materials which Ms. Kahan
designated as confidential.

"There is no doubt that the debtor should be cited for civil
contempt. He flagrantly and repeatedly violated the clear and
definite terms of the Stipulated Protective Order and the Amended
Discovery Order.  The evidence is uncontroverted, and therefore
more than clear and convincing," according to Judge Faris.

Accordingly, Judge Faris:

     -- awarded the movants reasonable attorneys' fees and
        costs in the amount of $68,063; and

     -- imposed a fine of $9,000 for the debtor's violations
        to date.

The Court also required the debtor to file monthly reports, in
writing and under penalty of perjury, stating whether he (or
anyone acting on his behalf) has disclosed during the month
covered by the report any information designated by the movants as
confidential and if so, what he has disclosed, to whom, and when.
The first report will cover the month of June 2014 and will be due
on July 15, 2014.  Reports for subsequent months will be due by
the tenth day of the following month.

"In order to encourage future compliance with the court's orders,
I will require the debtor to pay, not later than seven days after
the filing of each monthly report, a fine of $2,500 for each such
disclosure during the immediately preceding month," Judge Faris
added.

A copy of the Court's July 7, 2014 Memorandum of Decision on
Motion for Order of Contempt and Sanctions, is available at
http://is.gd/SWx9Hkfrom Leagle.com.


ENERGY FUTURE: Seeks Approval to Take Part in Optim Asset Auction
-----------------------------------------------------------------
Energy Future Holdings Corp.'s units are among the likely bidders
expected to take part in Optim Energy, LLC's auction for its coal
plants in Bremond, Texas.

In a motion, the company asked the U.S. Bankruptcy Court for the
District of Delaware to allow Luminant Generation Company LLC and
two other subsidiaries to make a bid for the assets and complete
the acquisition if they win.

Energy Future needs "new, strategic market opportunities" to be
competitive in the electricity business, according to its lawyer,
Tyler Semmelman, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware.

Last month, Optim Energy, another bankrupt Texas-based power
producer, asked for permission to hold an auction on August 4,
with Twin Oaks Power LLC's $82 million offer serving as the
stalking horse bid or lead bid.

Optim Energy previously received a $60 million offer from Major
Oak Power LLC, an affiliate of The Blackstone Group LP.  Earlier
reports said Major Power doesn't intend to complete the deal.

The deadline for filing bids is July 23, according to court
papers.

The bankruptcy court will hold a hearing on July 18 to consider
whether to allow Energy Future's units to participate in the
auction.  Objections are due by July 11.

            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.


ENERGY FUTURE: Asks Court to Approve Joint Venture Agreements
-------------------------------------------------------------
Energy Future Holdings Corp. asked the U.S. Bankruptcy Court for
the District of Delaware to approve new amendments to the
agreements related to a joint venture it helped form with a
subsidiary for the construction of nuclear generation units.

Under the amended agreements, the rights to certain land, water
and intellectual property held by the joint venture would be
transferred to the energy company's subsidiary Luminant Generation
Company LLC or to a non-debtor entity Nuclear Energy Future
Holdings II LLC.

The proposed amendments would terminate Texas Competitive Electric
Holdings Company LLC's guaranty of certain rights and obligations
of Nuclear Energy under the agreements, and give Luminant
Generation the right to dissolve the joint venture at its option.

The amendments call for material releases of claims by and between
the companies party to the joint venture agreements.

Energy Future also asked for court approval to execute a letter
that confirms the intention of companies party to the agreements
to treat the amendments collectively as a "single, unified, non-
severable" document.

The letter memorializes the companies' intent to treat the
effectiveness of each individual amendment as being dependent on
the execution of the other amendments, according to Energy Future
lawyer, Tyler Semmelman, Esq., at Richards, Layton & Finger P.A.,
in Wilmington, Delaware.

A court hearing is scheduled for July 18.  Objections are due by
July 11.

            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.


EPL OIL & GAS: Moody's Withdraws 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew EPL Oil & Gas, Inc.'s B2
Corporate Family Rating (CFR), B2 Probability of Default Rating
and SGL-2 Speculative Grade Liquidity Rating following its
acquisition by Energy XXI (Bermuda) Ltd. (EXXI, unrated), the
parent company of Energy XXI Gulf Coast, Inc. (EGC, B2 stable).
EPL's B3 senior unsecured notes rating and its stable outlook
remain in place.

Issuer: EPL Oil & Gas, Inc.

Withdrawals:

Corporate Family Rating, Withdrew B2

Probability of Default Rating, Withdrew B2-PD

Speculative Grade Liquidity Rating, Withdrew SGL-2

Ratings Rationale

On June 3, 2014, EPL became a wholly-owned restricted subsidiary
of EGC and their combined credit risk is now reflected in EGC's B2
CFR, B2-PD PDR and SGL-3 Speculative Grade Liquidity Rating.

EPL's $510 million 8.25% notes remain outstanding and will
continue to have guarantees from each of EPL's direct and indirect
subsidiaries. EPL will not be a guarantor for any of EGC's
unsecured debt, and EPL's notes will not have a downstream
guarantee from EGC. Moody's note that both EPL and EGC senior
notes were rated B3 prior to the acquisition. EPL's notes become
callable on February 15, 2015 and will most likely be refinanced
near or after the first call date with debt raised at the EGC
level.

EPL Oil & Gas, Inc. is a US Gulf of Mexico focused E&P company
that was acquired by Energy XXI (Bermuda) Limited on June 3, 2014
for approximately $2.3 billion.


EPR PROPERTIES: S&P Raises Corp. Credit Rating to 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on EPR Properties Inc. (EPR) to 'BB+' from 'BB'.  The
outlook is stable.  S&P raised the issue-level ratings to 'BBB-'
from 'BB+'.

"The rating upgrade reflects our view that EPR's core portfolio of
special-purpose assets exhibit solid rent coverage, and the
company's tenant base will continue to diversify as EPR invests in
development and acquisitions," said Standard & Poor's credit
analyst Jaime Gitler.  The company's commitment to financing
investment conservatively along with strengthened credit measures
are also supportive of the ratings upgrade.

"Our assessment of a "fair" business risk profile reflects EPR's
geographically diversified portfolio of special-purpose, non-
traditional net-leased real estate properties, which we believe
have a more limited potential for profitable adaptive reuse of
vacated space relative to traditional commercial real estate
property types.  The assessment also reflects the company's
somewhat concentrated and generally weak credit quality tenant
base, and the secular decline in movie theatre attendance.  These
risks are partially offset by EPR's well-positioned theater
portfolio and long-term leases (less than 3% of rents roll over
per year through 2017), which we believe will continue to support
its near-term core cash flow," S&P noted.

With $3.6 billion of undepreciated real estate assets as of
March 31, 2014, EPR's 14.6 million square foot portfolio of
entertainment (68% of net operating income [NOI]), education
(17%), and recreation (14%) properties was 99% leased and included
interests in 128 entertainment properties (121 theaters), 56
public charter schools, and $203 million of land held for
development.  This portfolio is diversified across 38 states,
Washington, D.C., and Ontario, Canada, but concentrated by tenant,
with the top 10 tenants contributing over two-thirds of NOI.
EPR's tenants have generally weak credit quality, but maintain
ample (1.8x) rent coverage, in S&P's view.  Given, in S&P's view,
the weaker potential for adaptive reuse of vacated space S&P
expects that the company will maintain comparatively stronger rent
coverage measures than peers.

The stable outlook reflects S&P's view that the company will
maintain good property-level rent coverage, pursue prudent growth
in a leverage-neutral manner, and will garner modest growth from
its same-property portfolio.

At this time S&P considers upward rating momentum to be less
likely given the concentrated asset base and investments in
comparatively unusual assets.

S&P could lower the ratings if the company's tenants encounter
meaningful distress causing rent coverage to weaken or leverage
and/or coverage measures to deteriorate such that the company is
not operating at the higher end of the "intermediate" financial
risk category.  This could occur if debt leverage rises above the
6.5x level or FCC falls below the mid-2.0x range on a sustained
basis.  S&P could also take a negative rating action if the
company were to broaden its investment pipeline to include
additional forms of non-traditional real estate, involvement in
the gaming industry beyond a real estate investment, or if the
company were to ease its stringent underwriting standards.


EVERYWARE GLOBAL: PE Backer Proposes Cash Infusion
--------------------------------------------------
Jamie Mason, writing for The Deal, reported that plate and cookery
maker EveryWare Global Inc. has received a $20 million investment
proposal from its private equity owner, Monomoy Capital Partners
LP, but the two parties aren't breaking bread just yet.

According to the report, the Lancaster, Ohio-based seller of
tableware to mass retail and foodservice industries warned in a
July 3 statement that while it has received the investment
proposal from its 59% owner, "the company and Monomoy have no
agreement on an investment at this time."  Previously, EveryWare
had received a commitment for a $12 million equity cure from the
New York middle-market PE firm on March 31 but the company didn't
use the equity cure because it wasn't sufficient enough to get
EveryWare back in compliance with its covenants after a violation,
the report related.

EveryWare announced on March 31 that it had hired Alvarez & Marsal
LLC to "assist in a number of projects, including working capital
management, expense reduction, product profitability and margin
improvement," The Deal recalled.  EveryWare is operating under a
forbearance agreement with its lenders that is set to expire on
July 15, The Deal noted.

                          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.


FALCON STEEL: Can Use Cash Collateral Until July 18
---------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, approved the
stipulation giving Falcon Steel Company and New Falcon Steel, LLC,
interim authority to access Texas Capital Bank, National
Association's cash collateral to pay the ordinary and necessary
operating expenses for the period June 30, 2014, through and
including July 18, 2014.

Approximately $16 million is currently outstanding under the Texas
Capital loan documents.  Texas Capital holds valid and perfected
claims secured by the Debtors' right, title, present and future
interest in the Collateral.

Texas Capital told the Court that it has not consented to the use
of its cash collateral; accordingly, the Debtors must prove that
Texas Capital is adequately protected and that expenses reflected
in the Budget are "necessary to avoid immediate and irreparable
harm to the estate" in order to use such cash collateral on an
interim basis.  Texas Capital said it has serious reservations and
concerns about the Debtors' use of its cash collateral, pointing
out that the Debtors have failed to provide Texas Capital with
pertinent information, leaving Texas Capital to conclude that the
Debtors' cash flow projection does not reflect realistic revenues
and expenses, and that the Debtors will not be able to provide
adequate protection for the use of Texas Capital's Collateral and
Cash Collateral.

A full-text copy of the Cash Collateral Order with Budget is
available at http://bankrupt.com/misc/FALCONcashcol0702.pdf

Texas Capital is represented by:

         Eli O. Columbus, Esq.
         Brandon J. Tittle, Esq.
         WINSTEAD PC
         500 Winstead Building
         2728 N. Harwood Street
         Dallas, TX 75201
         Phone: (214) 745-5400
         Fax: (214) 745-5390
         Email: ecolumbus@winstead.com
                btittle@winstead.com

                    About Falcon Steel Company

Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on
June 29, 2014.  Falcon Steel claims to be the only American-owned
company that builds steel lattice towers for high electrical
transmission lines.

The Debtors are seeking joint administration of their Chapter 11
cases (Lead Case No. 14-42585).

Falcon Steel was formed in 1963 and has operated continuously
since that time as a manufacturer engaged in fabricating and
galvanizing structural steel for customers in the United States.
New Falcon, a subsidiary, suspended operations in June 2013 and is
being held for sale.

Falcon has three manufacturing plants in the DFW area in Texas,
with one facility in Haltom City, another in Euless, and the third
facility in Kaufman, Texas.  The company's corporate headquarters
is located at its Haltom City plant.  It currently employs
approximately 255 employees.

Falcon Steel estimated assets and debt of $10 million to $50
million.

The Debtors have tapped Forshey & Prostok, LLP, as counsel.


FIRED UP: Streusand Landon Approved as Committee's Local Counsel
----------------------------------------------------------------
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 Streusand Landon &
Ozburn, LLP as local counsel effective as of April 8, 2014.

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

The Debtor has made a limited objection to the Committee's attempt
to retain both a national law firm and a local counsel.  According
to the Debtor, the Committee must not be allowed to retain
multiple attorneys absent a showing that two law firms will
provide more benefit to the estate than one.

The Committee, in its application, related that SLO will use its
best efforts to avoid duplication with Pachulski, Stang, Ziehl,
and Jones LLP, the lead counsel.

The hourly rates of SLO's personnel are:

         Sabrina L. Streusand, partner              $440
         G. James Landon, partner                   $390
         Seth Meisel, counsel                       $325
         Arlana Prentice, paralegal                 $175

Mr. Landon assures the Court that SLO is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         G. James Landon, Esq.
         Seth E. Meisel, Esq.
         STREUSAND, LANDON & OZBURN, LLP
         811 Barton Springs Road, suite 811
         Austin, TX 78704
         Tel: (512) 236-9900
         Fax: (512) 236-9904
         E-mails: landon@slollp.com
                  meisel@slollp.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: Vernon Firm to Prepare 2014 Franchise Disclosure Docs
---------------------------------------------------------------
Bankruptcy Judge Tony M. Davis signed off on an agreed order
authorizing Fired Up, Inc., to employ Vernon Law Group, PLLC as
special counsel 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, the Debtor asked that the Court deny the objection of
the U.S. Trustee and authorize the employment of the Vernon Law.

On May 7, Judy A. Robbins, U.S. Trustee for Region 7 filed a
limited objection to the request to employ Vernon Law Group, PLLC
as special counsel, stating that the fee procedure is better for
the creditors and the estate when there are multiple professionals
whose fee applications will need to be reviewed simultaneously.

As reported in the Troubled Company Reporter on May 12, 2014,
Vernon Law will prepare 2014 Franchise Disclosure Documents for
Johnny Carino's Italian Restaurants, perform franchise
registration and renewal filings in applicable states, and provide
franchise advice with regard to ongoing business operations.

Vernon Law will be paid at these hourly rates:

       John Vernon                $575
       Taylor Vernon              $275

Vernon Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Vernon Law is owed for fees incurred during the week prior to
bankruptcy.  The Debtor paid the Firm a $25,000 retainer.

John M. Vernon, Esq., attorney of Vernon Law, 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.

In May, Judge Davis entered a final order authorizing Fired Up to:

   1. pay critical vendors in the ordinary course of business;
provided, however, Ford Restaurant Group, Pictoric and any other
creditors of the Debtor on the list of critical vendors who are
insiders will not, at this time, be paid any sums they were owed
as of the Petition Date, and PACA vendor payments; and

   2. assume its agreements with Fintech and CASS and continue
payments to these entities per the terms set out in their
agreements.

As reported in the Troubled Company Reporter on April 7, 2014, the
Debtor has identified 67 of the 215 vendors it does business with
as "critical" vendors.  The Debtor said of the 67 vendors, 15 are
owed nothing, 25 are owed less than $1,000 and 16 are owed less
than $15,000.  The aggregate amount owed to these vendors is
$1,260,022.

                       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.


FL 6801 SPIRITS: U.S. Trustee to Hold Creditors' Meeting July 23
----------------------------------------------------------------
The U.S. Trustee for Region 2 is set to hold a meeting of
creditors of FL 6801 Spirits LLC and its affiliated debtors on
July 23, at 2:30 p.m. (NY Time).

The meeting will be held at the Office of the U.S. Trustee, 80
Broad Street, Fourth Floor, in New York.

A representative of FL 6801 Spirits is required to appear at the
meeting to be examined under oath.  Attendance by creditors is
welcomed but not required.

At the meeting, creditors may examine the company and transact
other business as may properly come before the meeting.  The
meeting may be continued or adjourned from time to time by notice
at the meeting without further written notice to creditors.

                       About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits is pursuing a sale process for the hotel property under
11 U.S.C. Sec. 363 where 360 Miami Hotel & Spa LLC will be the
stalking horse bidder.  The purchaser will acquire the hotel
lot (including the spa) and 13 condominium units for $12 million,
absent higher and better offers.

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Upon a successful closing of the transaction, the project will be
managed by the Enchantment Group, an operator of award-winning
resorts and destination spas, including Mii amo, a destination spa
at Enchantment Resort.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Lehman's Chapter 11 plan became
effective on March 6, 2012.


FL 6801 SPIRITS: Sec. 341 Creditors' Meeting Set for July 23
------------------------------------------------------------
A meeting of creditors of FL 6801 Spirits LLC and its debtor-
affiliates is set for July 23, 2014, at 2:30 p.m. at 80 Broad St.,
4th Floor, USTM.

The last day to oppose the discharge of the debtor or to challenge
dischargeability of certain debts is Sept. 22, 2014.

The meeting of creditors is being held pursuant to 11 U.S.C. Sec.
341(a).  A representative of the Debtors, as specified in Rule
9001(5) of the Federal Rules of Bankruptcy Procedure, is required
to appear at the section 341 meeting of creditors on the date and
at the place set forth below to be examined under oath. Attendance
by creditors at the meeting is welcomed, but not required. At the
meeting, creditors may examine the Debtor and transact other
business as may properly come before the meeting.  The meeting may
be continued or adjourned from time to time by notice at the
meeting, without further written notice to creditors.

The Debtors' schedules of assets and liablities are due to be
filed pursuant to Bankruptcy Rule 1007 on or before July 15, 2014.
Any creditor holding a scheduled claim not listed as disputed,
contingent, or unliquidated as to amount may, but is not required
to, file a proof of claim in these cases.

                       About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Lehman's Chapter 11 plan became
effective on March 6, 2012.

                           *     *     *

FL Spirits is pursuing a sale process for the hotel property under
11 U.S.C. Sec. 363 where 360 Miami Hotel & Spa LLC will be the
stalking horse bidder.  The purchaser will acquire the hotel
lot (including the spa) and 13 condominium units for $12 million,
absent higher and better offers.  Upon a successful closing of the
transaction, the project will be managed by the Enchantment Group,
an operator of award-winning resorts and destination spas,
including Mii amo, a destination spa at Enchantment Resort.


FLORIDA GAMING: Seeks More Time to Serve Solicitation Packages
--------------------------------------------------------------
Florida Gaming Centers, Inc. has requested that the Bankruptcy
Court for the Southern District of Florida extend the deadline to
distribute solicitation packages and non-voting packages.  The
Court had set a deadline of June 16, 2014 for the distribution of
packages.  The Debtor served substantially all of the packages by
June 16th, but served the remaining packages on June 18th for
parties whose addresses could not be easily determined. Therefore,
the Debtor asks that the deadline be extended to June 18th.

Honorable Robert A. Mark approved the extension.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  The Debtors
are represented by Luis Salazar, Esq. and Jesse R. Cloyd, Esq. at
Salazar Jackson, LLP of Miami, Florida.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.

                           *     *     *

The Debtors have sold their assets to Fronton Holdings, LLC, an
entity established by ABC Funding.  The $140,000,000 purchase
price consisted of a credit bid of $99,907,336 on account
of the Loan Claim and cash in the amount of $40,092,664.  The
Bankruptcy Court approved the sale on April 7, 2014.  The parties
consummated the 363 Sale on April 30.

The Debtors have submitted to the Bankruptcy Court a Disclosure
Statement explaining their Second Amended Joint Plan of
Liquidation dated June 16, 2014.  The Plan serves as a separate
plan of liquidation for each of the Debtors.  The Plan does not
seek to effect a substantive consolidation or other combination of
the separate estates of each Debtor but instead provides that
creditors of each Debtor will be permitted to assert their claims
only against the Debtor(s) which they hold Allowed Claims.


FLORIDA GAMING: Dismissal of Freedom Holdings' Case Sought
----------------------------------------------------------
Freedom Holdings, Inc., a debtor in Florida Gaming Centers, Inc.'s
jointly administered Chapter 11 case, has requested that the
Chapter 11 case in the Southern District of Florida be dismissed.
The jointly administered case also includes debtors Florida Gaming
Corporation and Tara Club Estates, Inc.

Although Florida Gaming Centers and Florida Gaming Corporation
have filed a joint Plan of Reorganization which is set for
confirmation hearing on July 16, 2014, Freedom has sold all of its
assets and has no viable business to reorganize.  The Court
approved the sale of substantially all of Freedom's assets on
April 7, 2014.  Freedom's remaining asset is stock in Florida
Gaming Corporation which will be extinguished on the Plan
effective date.  Accordingly, Freedom argues that "cause" exists
for dismissal under Sec. 1112(b) of the Bankruptcy Code.
Conversion would be inappropriate because there are no assets to
liquidate.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  The Debtors
are represented by Luis Salazar, Esq. and Jesse R. Cloyd, Esq. at
Salazar Jackson, LLP of Miami, Florida.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.

                           *     *     *

The Debtors have sold their assets to Fronton Holdings, LLC, an
entity established by ABC Funding.  The $140,000,000 purchase
price consisted of a credit bid of $99,907,336 on account
of the Loan Claim and cash in the amount of $40,092,664.  The
Bankruptcy Court approved the sale on April 7, 2014.  The parties
consummated the 363 Sale on April 30.

The Debtors have submitted to the Bankruptcy Court a Disclosure
Statement explaining their Second Amended Joint Plan of
Liquidation dated June 16, 2014.  The Plan serves as a separate
plan of liquidation for each of the Debtors.  The Plan does not
seek to effect a substantive consolidation or other combination of
the separate estates of each Debtor but instead provides that
creditors of each Debtor will be permitted to assert their claims
only against the Debtor(s) which they hold Allowed Claims.


FLORIDA GAMING: Dismissal of Tara Club's Case Sought
----------------------------------------------------
Tara Club Estates, Inc., a debtor in Florida Gaming Centers,
Inc.'s jointly administered Chapter 11 case, has requested that
the case in the Southern District of Florida be dismissed.  The
jointly administered case also includes debtors Florida Gaming
Corporation and Freedom Holdings, Inc.

Although Florida Gaming Centers and Florida Gaming Corporation
have filed a joint Plan of Reorganization which is set for
confirmation hearing on July 16, 2014, Tara Club has sold all of
its assets and has no viable business to reorganize.  A settlement
approved by the Court on March 20, 2014 divested Tara Clubs of 6
real estate lots.  On April 7, the Court approved the sale of
substantially all of Tara Club's assets to Fronton Holdings, LLC.
Tara Club's only remaining claimholder is Southern Storage whose
$1800 claim Tara Club intends to satisfy prior to the requested
dismissal.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  The Debtors
are represented by Luis Salazar, Esq. and Jesse R. Cloyd, Esq. at
Salazar Jackson, LLP of Miami, Florida.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.

                           *     *     *

The Debtors have sold their assets to Fronton Holdings, LLC, an
entity established by ABC Funding.  The $140,000,000 purchase
price consisted of a credit bid of $99,907,336 on account
of the Loan Claim and cash in the amount of $40,092,664.  The
Bankruptcy Court approved the sale on April 7, 2014.  The parties
consummated the 363 Sale on April 30.

The Debtors have submitted to the Bankruptcy Court a Disclosure
Statement explaining their Second Amended Joint Plan of
Liquidation dated June 16, 2014.  The Plan serves as a separate
plan of liquidation for each of the Debtors.  The Plan does not
seek to effect a substantive consolidation or other combination of
the separate estates of each Debtor but instead provides that
creditors of each Debtor will be permitted to assert their claims
only against the Debtor(s) which they hold Allowed Claims.


GBG RANCH: Files Bare-Bones Chapter 11 Petition in Laredo, TX
-------------------------------------------------------------
GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas
on July 8, 2014, without stating a reason.  The company estimated
assets of $50 million to $100 million and debt of less than $10
million.  The company is represented by the Law Office of Carl M.
Barto.


GBG RANCH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: GBG Ranch, Ltd.
        1019 Chihuahua
        Laredo, TX 78040

Case No.: 14-50155

Chapter 11 Petition Date: July 8, 2014

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

Debtor's Counsel: Carl Michael Barto, Esq.
                  LAW OFFICE OF CARL M. BARTO
                  817 Guadalupe St.
                  Laredo, TX 78040
                  Tel: 956-725-7500
                  Fax: 956-722-6739
                  Email: cmblaw@netscorp.net

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Manuel A. Benavides, president.

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


GENERAL MOTORS: Executives to Testify Before Senate Subcommittee
----------------------------------------------------------------
Siobhan Hughes and Jeff Bennett, writing for The Wall Street
Journal, reported that General Motors Co. Chief Executive Mary
Barra and General Counsel Mike Millikin have been called to
testify on July 17 before a senate subcommittee investigating why
it took the company nearly 11 years to recall older small cars
equipped with a faulty ignition switch.

According to the report, the witness list also includes Chicago
Attorney Anton Valukas, Delphi Automotive PLC CEO Rodney O'Neal
and compensation expert Kenneth Feinberg who is handling payouts
to any driver, passenger, pedestrian or occupant of another car
hurt or killed in accidents attributed to the faulty ignition
switch.

                       About General Motors

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

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

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

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

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

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


HARRON COMM: Moody's Announces Asset Sale No Impact on B2 CFR
-------------------------------------------------------------
Moody's Investors Service commented that the announced asset sale
of cable systems in Mississippi and Alabama by Harron
Communications, L.P. does not impact its B2 Corporate Family
Rating or the stable outlook. Moody's expects the company to use
proceeds to repay debt, lowering leverage and reducing interest
expense, favorable for the credit profile. However, the sale
reduces Harron's already small scale.

Moody's believes the purchase multiple exceeds Harron's leverage
of approximately 5.9 times debt-to-EBITDA (based on trailing
twelve months through March 31, 2014), so application of proceeds
to debt reduction would improve credit metrics. The first lien
credit agreement requires the company to prepay its term loan with
asset sale proceeds. Depending on the amount of debt repaid, the
transaction could possibly result in a one notch upgrade of the
Caa1 rating on the senior unsecured bonds and of the Ba3 rating on
the first lien credit facility of MetroCast Cablevision of New
Hampshire, LLC (a subsidiary of Harron).

Headquartered in Frazer, PA, Harron Communications, L.P. houses
the cable operating assets of Gans Communications, LP, MetroCast
Cablevision of New Hampshire, LLC, MetroCast Communications of
Connecticut, LLC, and MetroCast Communications of Mississippi,
LLC. Its cable operating companies serve approximately 151,000
video subscribers, 143,000 high speed data subscribers, and 49,000
telephone subscribers across New Hampshire, Maine, Connecticut,
Maryland, Virginia, Mississippi, Alabama, Pennsylvania, and South
Carolina. The Harron family and management own the company.


IBCS MINING: Seeks to Obtain $3.5-Mil. in DIP Loans
---------------------------------------------------
IBCS Mining, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the Western District of Virginia, Lynchburg Division, to
obtain postpetition financing and use the cash collateral securing
their prepetition indebtedness to fund their operational and
working capital needs.

Callidus Capital Corporation committed to provide a $2.5 million
superpriority senior secured term loan and a $1 million revolving
loan.  The DIP Loan will bear interest at a rate of 18% per annum.
From and after an event of default, the DIP Loan will accrue
interest at 3% per annum above the otherwise applicable interest
rates.  The DIP Loan will be due on the earliest of: (i) Dec. 15,
2014; (ii) the occurrence of an event of default; (iii) closing of
a sale; or (iv) the effective date of any confirmed plan of
reorganization.

Separately, the Debtors filed a motion seeking authority to assume
an agreement, confirmation and amendment with Virginia Electric
and Power Company, because assumption of such agreement is a
condition precedent to the DIP Financing.  The Debtors tell the
Court that assumption of the agreement ensures that IBCS will be
able to resume operations and generate income.  Without assumption
of the agreement, IBCS will be unable to generate sufficient cash
flow required by the terms of the DIP Financing Facility, will be
unable to resume operations, and will likely be forced to
liquidate.

Branch Banking and Trust Company, as a secured creditor of the
Debtors, objects to the Debtors' motion for approval of the DIP
financing and use of use of cash collateral and asks the Court to
issue an order directing the Debtors to provide adequate
protection of BB&T's interests in certain property owned by the
Debtors.  BB&T complains that the offer of adequate protection
fails to meet the standards set forth in the Bankruptcy Code as
the value of the as-extracted coal as of the Petition Date will
decline as it is used and a replacement lien will be of no value.

BB&T is represented by:

         Peter M. Pearl, Esq.
         SPILMAN THOMAS & BATTLE, PLLC
         P. O. Box 90
         Roanoke, Virginia 24002
         Tel: (540) 512-1832
         Fax: (540) 342-4480
         Email: ppearl@spilmanlaw.com

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case
Nos. 14-61215 and 14-61216) on June 27, 2014.  Edmund Scarborough
signed the petition as president.  Hirschler Fleischer, P.C.,
serves as the Debtors' counsel.  The cases are assigned to
Judge  Kevin R. Huennekens.  IBCS Mining estimated assets and
debts of at least $10 million.


IBCS MINING: Hires David Stetson as Chief Restructuring Officer
---------------------------------------------------------------
IBCS Mining, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the Western District of Virginia, Lynchburg Division, to
employ David Stetson as chief restructuring officer to, among
other things, cause the Debtors to negotiate financing, incur debt
and grant liens; direct and manage the Debtors' operations,
including negotiating with significant business partners,
contractors and customers of the Debtors; and cause the Debtors to
dispose of estate assets outside the ordinary course of business.

CRO will be entitled to annual base salary of $300,000, health
insurance for himself and his family, $750 monthly vehicle
allowance, and an incentive compensation in the event the Court
approves a sale of the Debtors' assets or approves a plan of
reorganization in lieu of a sale of assets.  The CRO will also be
entitled to take five weeks' vacation each year and additional
performance-based incentive bonuses.  Moreover, the CRO will be
reimbursed of his reasonable ordinary and necessary business
expenses.

Mr. Stetson assures the Court that he is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case
Nos. 14-61215 and 14-61216) on June 27, 2014.  Edmund Scarborough
signed the petition as president.  Hirschler Fleischer, P.C.,
serves as the Debtors' counsel.  The cases are assigned to
Judge  Kevin R. Huennekens.  IBCS Mining estimated assets and
debts of at least $10 million.


IBCS MINING: Wants Court to Issue Joint Administration Order
------------------------------------------------------------
IBCS Mining, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the Western District of Virginia, Lynchburg Division, to
issue an order consolidating, for procedural purposes only, the
Chapter 11 cases of the Debtors under Case No. 14-61215.  Joint
administration will avoid the preparation, replication, service
and filing of duplicative notices, applications and orders,
thereby saving the Debtors considerable expense and resources.

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case
Nos. 14-61215 and 14-61216) on June 27, 2014.  Edmund Scarborough
signed the petition as president.  Hirschler Fleischer, P.C.,
serves as the Debtors' counsel.  The cases are assigned to
Judge  Kevin R. Huennekens.  IBCS Mining estimated assets and
debts of at least $10 million.


IBCS MINING: Wants Schedules Filing Deadline Extended to Aug.
-------------------------------------------------------------
IBCS Mining, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the Western District of Virginia, Lynchburg Division, to
extend until Aug. 11, 2014, the time by which they must file their
schedules of assets and liabilities and statements of financial
affairs, as they won't be able to complete their Schedules in the
original deadline provided under Rule 1007(c) of the Federal Rules
of Bankruptcy Procedure.

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case
Nos. 14-61215 and 14-61216) on June 27, 2014.  Edmund Scarborough
signed the petition as president.  Hirschler Fleischer, P.C.,
serves as the Debtors' counsel.  The cases are assigned to
Judge  Kevin R. Huennekens.  IBCS Mining estimated assets and
debts of at least $10 million.


INLAND SALVAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Inland Salvage, Inc.
        29000 US Higwhay 98, Suite 200
        Daphne, AL 36526

Case No.: 14-02189

Chapter 11 Petition Date: July 8, 2014

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Douglas S. Draper, Esq.
                  HELLER DRAPER PATRICK HORN & DABNEY, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70124
                  Tel: 504.299.3300
                  Email: ddraper@hellerdraper.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eli M. Zatezalo, chief executive
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://docdroid.net/ehrq


KID BRANDS: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Region 3 on July 2 appointed three creditors
of Kid Brands Inc. and its affiliated debtors to serve on the
official committee of unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Disney Consumer Products, Inc.
         500 South Buena Vista Street
         Burbank, CA 91521
         Tel.: 212-456-7176
         Fax: 646-505-6769
         Attn: Alec M. Lipkind, Esq.

     (2) Markup Corp. dba Kids Basics
         6955 N.W. 36th Street
         Miami, FL 33147
         Tel.: 305-836-1496
         Fax: 305-836-1499
         Attn: Ray Martin

     (3) Structure Tone, Inc.
         770 Broadway, 9th Floor
         New York, NY 10003-9522
         Tel.: 212-251-9443
         Fax: 212-991-0305
         Attn: Glen P. Kennedy, Esq.

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

                       About Kid Brands

Kid Brands, Inc., and six of its U.S. subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United
States Code in the U.S. Bankruptcy Court for the District of New
Jersey (Bankr. D. N.J. Lead Case No. 14-22582) on June 18, 2014.
Glenn Langberg signed the petitions as chief restructuring
officer.  As of April 30, 2014, the Debtors had $32.40 million
in total assets and $109.1 million in total liabilities.

Judge Donald H. Steckroth oversees the cases.  Lowenstein Sandler
LLP serves as the Debtors' counsel.  PricewaterhouseCoopers LLP is
the Debtors' financial advisor.  GRL Capital Advisors acts as the
Debtors' restructuring advisors.  Rust Consulting/Omni Bankruptcy
is the Debtors' claims and noticing agent.


KID BRANDS: U.S. Trustee to Hold Section 341(a) Meeting July 23
---------------------------------------------------------------
The U.S. Trustee for Region 3 is set to hold a meeting of
creditors of Kid Brands Inc. and its affiliated debtors on July
23, at 10:00 a.m. (Eastern Time).

The meeting will be held at the Office of the U.S. Trustee, Suite
1401, One Newark Center, 1085 Raymond Boulevard, in Newark, New
Jersey.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors an opportunity to examine Kid
Brands' representative under oath about its financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Kid Brands

Kid Brands, Inc., and six of its U.S. subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United
States Code in the U.S. Bankruptcy Court for the District of New
Jersey (Bankr. D. N.J. Lead Case No. 14-22582) on June 18, 2014.
Glenn Langberg signed the petitions as chief restructuring
officer.  As of April 30, 2014, the Debtors had $32.40 million
in total assets and $109.1 million in total liabilities.

Judge Donald H. Steckroth oversees the cases.  Lowenstein Sandler
LLP serves as the Debtors' counsel.  PricewaterhouseCoopers LLP is
the Debtors' financial advisor.  GRL Capital Advisors acts as the
Debtors' restructuring advisors.  Rust Consulting/Omni Bankruptcy
is the Debtors' claims and noticing agent.


LABORATORY PARTNERS: Wants Plan Exclusivity Extended to Aug. 22
---------------------------------------------------------------
Laboratory Partners, Inc. has requested an extension to its
exclusivity period for filing a plan of reorganization and
obtaining acceptance thereto in its Chapter 11 case in the
District of Delaware.  The Debtor is requesting extensions to
August 22, 2014 and October 21, 2004 respectively. This is the
Debtor's third request for such an extension since filing its
voluntary petition on October 25, 2013.

Since the petition date, the Debtor has been occupied with selling
assets to three different buyers.  The sales have grossed over $10
million for the estate.  The Debtor also gave notice of the claims
deadlines as well as filed its Plan of Reorganization and
Disclosure Statements.  Because its Plan is yet to be confirmed,
out of an abundance of caution, the Debtor is requesting this
extension.  The Debtor submits that due to the circumstances, an
extension for "cause" pursuant to Sec. 1121(d)(1) of the
Bankruptcy Code is warranted.

                   About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Robert J. Dehney, Esq., Derek C. Abbott, Esq.,
Andrew R. Remming, Esq., and Ann R. Fay, Esq., at Morris, Nichols,
Arsht, and Tunnell, LLP in Wilmington, Delaware; and Leo T.
Crowley, Esq., Jonathan J. Russo, Esq., and Margot Erlich, Esq.,
at Pillsbury, Winthrop, Shaw, Pittman, LLP in New York, NY.  BMC
Group Inc. serves as claims and administrative agent.  Duff &
Phelps Securities LLC serves as the Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

                           *     *     *

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.

In June 2014, the Debtors won Court approval to sell its long-term
care division to Amerathon LLC for a $5.5 million credit bid.
Amerathon is a joint venture between American Health Associates,
Inc., and the Debtor's prepetition senior secured lender.

The U.S. Bankruptcy Court has approved the disclosure statement
explaining Laboratory Partners, Inc.'s Chapter 11 plan and
scheduled a July 9, 2014, confirmation hearing.  The Plan provides
that only the prepetition lender holding secured claims is
entitled to vote.  The rest of the creditors, including general
unsecured creditors, are unimpaired, will receive nothing under
the Plan, and are not entitled to vote.


LIGHTSQUARED INC: Harbinger Files Racketeering Suit Against Ergen
-----------------------------------------------------------------
William Alden, writing for The New York Times' DealBook, reported
that Philip A. Falcone's hedge fund, Harbinger Capital Partners,
filed a lawsuit against Dish Network, the satellite television
company, and its chairman, Charles W. Ergen, accusing them of
violating a federal racketeering law.

Harbinger is seeking at least $1.5 billion in damages, according
to the report.  The lawsuit, filed in Federal District Court in
Colorado, where Dish is based, contends that Mr. Ergen and Dish
carried out a fraudulent scheme to acquire LightSquared?s wireless
spectrum at bargain-basement prices, the report 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.


MAGNETATION LLC: Moody's Assigns B3 Rating on $100MM Senior Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of Magnetation LLC, but
revised the outlook to negative. In addition, Moody's assigned a
B3 rating to the proposed $100 million add-on to the company's
senior secured notes due 2018. The proceeds from the proposed note
offering will be used to fund the remaining construction of the
company's iron ore pellet plant and an upsized iron reclamation
plant. Magnetation's outlook reflects the recent volatility and
weakness in iron ore prices and the leverage being added from the
add-on note offering.

The following ratings were affected in this rating action:

Assignments:

  $100 Million Add-On to Senior Secured Notes, Assigned B3 (LGD4,
  53%)

Outlook Actions:

Changed To Negative From Stable

Affirmations:

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

$325 Million Senior Secured Notes, Affirmed B3

Ratings Rationale

The B3 corporate family rating reflects Magnetation's weak credit
metrics, short operating history, small scale and low level of
revenue and EBITDA, the risks associated with a start-up operation
based on a relatively new technology, lack of end-market
diversification and high risk customer base. The company is
expected to have only two customers with weak financial profiles.
The company is also focused on the volatile steel industry and has
no exposure to other end-markets. Magnetation's ratings are
supported by the company's strong profit margins, attractive off-
take contracts, adequate pro forma liquidity profile and lack of
near term debt maturities.

Magnetation's credit metrics are expected to remain very weak in
the short term since the company is in a start-up phase and has
limited revenue and EBITDA. The company generated revenues of only
$56 million and adjusted EBITDA of $26 million during the twelve
months ended March 31, 2014. As a result, the company has an
elevated leverage ratio (Debt/EBITDA) of 12.0x and a weak interest
coverage ratio (EBIT/Interest Expense) of 0.6x. The company's
sales should rise dramatically in 2014 since the pellet plant is
scheduled to begin production during the third quarter of this
year. However, the company's profitability is expected to increase
only modestly due to weaker than expected first half 2014
operating earnings resulting from severe winter weather, start-up
expenses at the pellet plant and proportionally higher consumption
of concentrate from its higher cost iron reclamation plant as the
company consumes its iron concentrate inventory. The add-on note
offering along with modestly improved profitability is expected to
keep the company's credit metrics weak in 2014 and similar to the
levels at the end of March.

Magnetation is expected to have substantially negative free cash
flow in 2014 due to the capital investments in the new pellet and
iron reclamation plants. Capital expenditures are now estimated at
approximately $360 million in 2014, which is about $60 million
higher than previous expectations. The higher capital spend is due
to modest cost overruns on the pellet plant and the company's
decision to increase the capacity and accelerate the construction
of the new iron reclamation plant and move forward the start-up
date to the first quarter of 2015. The company is likely pursuing
these actions to increase the operating rate of the pellet plant
to reduce its cost structure in the face of weaker than expected
iron ore prices. The company's free cash flow is expected to
remain modestly negative in 2015 as it completes the investment in
additional iron reclamation capacity, but should turn positive
thereafter as long as iron ore prices remain near current price
levels. The company's credit metrics are also expected to improve
substantially in 2015 as pellet sales ramp up to AK Steel and its
EBITDA increases significantly.

Magnetation is targeting a minimum unrestricted liquidity level of
approximately $40 million throughout its construction life cycle.
The company had $49 million of unrestricted cash and $42 million
of borrowing availability on its $50 million revolving credit
facility on March 31, 2014. The company had no borrowings on its
revolver and $8.3 million of letters of credit outstanding. The
company expects the proceeds from the $100 million add-on note
offering, $55 million of additional equity investments by AK
Steel, cash flow from operations and availability on the revolver
to enable it to maintain ample liquidity. They have no plans to
draw on the revolver during the construction of the pellet and
iron reclamation plants, although it will continue to be used for
modest letters of credit of about $10 million.

The negative outlook reflects the recent volatility and weakness
in iron ore prices and the impact that will have on the company's
operating earnings, along with the leverage being added from the
add-on note offering. The outlook could return to stable if the
company successfully completes the construction of the iron ore
pellet and iron reclamation plants and operating results and
credit metrics improve substantially over the next 12 to 18
months.

The ratings are unlikely to experience upward pressure in the
short term since the company's credit metrics are expected to
remain weak for the current rating until construction of the
pellet and iron reclamation plants is completed. However, an
increase in the interest coverage ratio (EBIT/Interest) to more
than 2.5x or a decline in the leverage ratio (Debt/EBITDA) below
5.0x could lead to an upgrade.

Negative rating pressure could persist if operating results do not
improve as significantly as expected, the timing of the start-up
of the pellet and iron reclamation plants is delayed or the
construction runs well over budget resulting in weaker than
expected credit metrics. This would include the interest coverage
ratio (EBIT/Interest) staying below 1.0x and the leverage ratio
remaining above 8.0x. A significant reduction in borrowing
availability or liquidity could also result in a downgrade.

The principal methodology used in this rating was Global Mining
Industry published in May 2009.

Headquartered in Grand Rapids, Minnesota, Magnetation LLC is a
joint venture between Magnetation Inc. (50.1% ownership) and AK
Steel Corporation (49.9% ownership) that reclaims iron ore
concentrate from previously abandoned iron ore waste stockpiles
and tailings basins located on the Mesabi Iron Range. The joint
venture currently owns and operates two reclamation plants located
in Keewatin and Taconite, MN, which produce iron ore concentrate
from iron ore tailings. The company is in the process of
constructing a 3 million metric ton per year iron ore pellet plant
in Reynolds, Indiana and an additional concentrate reclamation
plant in Grand Rapids, MN. The joint venture has an off-take
agreement with Altos Hornos de M'xico, S.A.B. de C.V. (AHMSA) to
sell up to 637,000 dry metric tons of iron concentrate per annum
and plans to eventually sell up to 3.5 million tons of iron
pellets to AK Steel Corporation. The company generated
approximately $56 million in revenues for the trailing 12-month
period ended March 31, 2014.


MAGNETATION LLC: S&P Affirms 'B-' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on U.S.-based Magnetation LLC.  The
outlook is stable.

S&P's 'B-' issue-level rating and '4' recovery rating remain the
same after the company's proposed $100 million add-on to its $325
million 11% senior secured notes.

"We expect Magnetation's financial profile to improve considerably
over the next year as the company achieves a significant increase
in revenues and earnings from its new pellet plant, which we
expect will go into operation during the third quarter of this
year, and from its concentrate plant, which goes into operation in
the first quarter of next year.  Pro forma for the proposed $100
million tack-on offering, the existing $325 million senior secured
notes will be upsized to $425 million.  Proceeds will be used to
accommodate the concentrate plant expansion, to complete pellet
plant construction ahead of schedule, and for general corporate
purposes," S&P said.

"The rating outlook is stable, reflecting our belief that
Magnetation will maintain adequate liquidity while it brings its
new pellet and concentrate plants online, despite estimated
leverage in excess of 10x for this year," said Standard & Poor's
credit analyst Funmi Afonja.  "The stable outlook also captures
diminishing execution risks with its plants close to completion.
The rating and stable outlook also reflect our anticipation that
AK Steel will contribute about $10 million in remaining equity
payments to Magnetation in 2014."

S&P could lower the ratings if the company's liquidity position
deteriorated such that S&P deemed it to be "less than adequate"
under its criteria.  This could occur if iron ore prices come in
substantially below S&P's expectations or if the company ran into
delays, cost overruns, or operating difficulties in opening and
operating its two new plants.

S&P views an upgrade as unlikely over the next 12 months due to
the company's limited operating track record and to the
significant, albeit diminishing, operational and execution risks.


MD AMERICA ENERGY: S&P Assigns 'B-' CCR & Rates $525MM Loan 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Fort Worth, Texas-based MD America Energy LLC.
The outlook is stable.

At the same time, S&P assigned its 'CCC+' issue rating (one notch
below the corporate credit rating) to MD America's proposed $525
million secured term loan due 2019.  The recovery rating is '5',
indicating S&P's expectation of modest (10% to 30%) recovery in
the event of a payment default.

"We expect that MDAE will use proceeds from the proposed term loan
to fully repay existing indebtedness and partially fund its
capital spending program," said Standard & Poor's credit analyst
Susan Ding.

MD America is a wholly owned subsidiary of Meidu Holding Co.,
Ltd., a public real estate and energy concern traded on the
Shanghai Stock Exchange.  S&P considers MDAE "moderately
strategic" to Meidu, reflecting Meidu's publicly stated long-term
strategy of expanding its U.S. oil E&P investments, combined with
our expectation that Meidu would provide support to MDAE during
periods of stress.

The ratings on MDAE reflect our assessment of the company's
"vulnerable" business risk, "highly leveraged" financial risk, and
"adequate" liquidity.

The stable outlook reflects S&P's expectation that MDAE will
maintain adequate liquidity, FFO to debt of about 25%, and debt
leverage below 5x, while growing its reserve and production base.

S&P could lower the rating if liquidity falls to below $50
million.  Such an event could occur if the company's production
failed to meet S&P's current expectations, or if hydrocarbon
prices fall significantly from current levels.

S&P considers an upgrade unlikely over the next 12 months.
However, S&P could raise the rating if the company can
significantly increase its scale (reserve size and production),
while maintaining adequate liquidity, and debt leverage below 3x.


MERITAS SCHOOLS: Moody's Rates $80MM 2nd Lien Senior Debt 'Caa2'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Meritas
Schools Holdings, LLC's proposed $80 million second lien senior
secured term loan. In a related action, Moody's affirmed the
company's B3 corporate family rating ("CFR") and B3-PD probability
of default rating. The ratings on the company's existing $30
million revolving credit facility and first lien term loan were
upgraded to B1 from B3. The ratings outlook is stable.

Meritas will use proceeds from the proposed second lien term loan,
along with balance sheet cash, to pay a distribution to equity
holders, fund Leman Manhattan (which is outside of the restricted
group), pay down a portion of the company's existing first lien
term loan, and pre-fund capital expenditures.

The ratings are subject to review of final documentation.

The following rating actions were taken:

Corporate Family Rating, affirmed at B3

Probability of Default rating, affirmed at B3-PD

$30 million first lien senior secured revolving credit facility
due 2018, upgraded to B1 (LGD3) from B3 (LGD3)

$180 million (originally $215 million) first lien senior secured
term loan due 2019, upgraded to B1 (LGD3) from B3 (LGD3)

$80 million second lien senior secured term loan due 2021,
assigned Caa2 (LGD5)

Ratings Rationale

Meritas' B3 corporate family rating reflects the company's high
leverage level of near 7 times on a pro-forma basis, and
incorporates our expectation that debt to EBITDA will decline from
this level over the next 12 to 18 months. The rating considers the
company's reduced financial flexibility following the increase in
debt and distribution to shareholders and to fund Leman Manhattan
(outside of the credit group). The rating further reflects the
company's small scale, high levels of discretionary capital
spending that constrain near-term free cash flow generation, and
approximately 30-40% of revenue and operating income derived from
one school. Notwithstanding these concerns, the rating derives
support from our expectation that the company will continue to
demonstrate revenue and EBITDA growth primarily due to tuition
increases and recent school expansion projects. The B3 rating
acknowledges the recent reduction in enrollment (which Moody's
expect to continue near term), but also reflects our expectations
of flat to modestly positive enrollment growth over the medium
term. The rating is further supported by the company's adequate
liquidity profile, high enrollment and revenue visibility, diverse
network of preparatory schools, a consistent track record of top
line and average revenue per student growth, and generally
improving operating margins.

The stable outlook reflects Moody's expectation that Meritas will
continue to exhibit modest topline growth and sustain or improve
its operating margins, such that debt to EBITDA declines below 6.5
times and EBITDA less capex coverage of interest expense towards
1.0 times over the next 12 to 18 months. The rating also reflects
our expectation that the company will maintain adequate liquidity.

The ratings could be downgraded if unfavorable enrollment trends,
or higher than expected expenses causes Meritas' operating
performance to decline such that debt to EBITDA is sustained well
above 7.0 times (including Moody's standard adjustments) and/or
EBITDA less capex coverage of interest expense is less than 1.0
times. Material weakening of the company's liquidity profile,
sustained negative free cash flow and/or additional debt financed
dividends or acquisitions could also pressure the ratings.

Meritas' rating or outlook could improve if it can organically
grow its revenue/earnings through price increases and enrollment
growth, and increase size and improve diversification such that
debt to EBITDA approaches 5.0 times (including Moody's standard
adjustments) and EBITDA less capex coverage of interest expense is
sustained above 1.5 times.

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

Headquartered in Northbrook, Illinois, Meritas operates a network
of college preparatory schools. The company, which was formed in
2005, manages ten schools (eight included in restricted group)
with 13 campuses and over 10,000 students in grades Pre-K through
grade 12. Schools are located in Florida, Texas, Nevada, New York,
Arizona, Chengdu, China, Monterrey, Mexico, and Geneva,
Switzerland. The company is privately owned by affiliates of
Sterling Partners. Revenue for the LTM period ended March 31, 2014
was approximately $236 million.


MIG LLC: Employs Cousins Chipman as Conflicts Counsel
-----------------------------------------------------
MIG, LLC, and ITC Cellular, LLC, seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Cousins
Chipman & Brown, LLP, as conflicts counsel to represent them in
matters that the lead bankruptcy counsel, Greenberg Traurig, LLP,
may be unable to handle due to conflicts of interest.

CCB is expected to provide legal advice to the Debtors with
respect to legal disputes in which conflicts of interest prevent
representation by the Debtors' lead bankruptcy counsel, and
negotiate, draft, and pursue all litigation and documentation
necessary in conjunction with those legal disputes.

The current hourly rates applicable to the principal attorneys and
paralegals proposed to represent the Debtors are as follows:

     Scott D. Cousins, Esq.               $645
     Adam D. Cole, Esq.                   $625
     Ann M. Kashishian, Esq.              $265

Other attorneys and paralegals will render services to the Debtors
as needed.  CCB's current hourly rates for the matter range from
$450 to $645 for partners, $250 to $450 for associates, and $180
and $225 for legal assistants and paralegals.  CCB intends to seek
compensation for all time and expenses associated with its
employment.

Since its employment on June 23, 2014, CCB collected a retainer
from the Debtors in the amount of $50,000.

In compliance with the New U.S. Trustee Guidelines, CCB represents
that it did not agree to any variations from, or alternatives to,
the firm's standard and customary billing arrangements for its
engagement with the Debtors, and none of the professionals
included in the engagement vary their rates based on the
geographic location of the case.  CCB also says that it did not
represent the Debtors in the 12 months preceding the Petition Date
and the Debtors have approved CCB's proposed rates and staffing
plan.

Scott D. Cousins, Esq., a partner at Cousins, Chipman & Brown,
LLP, in Wilmington, Delaware, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The firm may be reached at:

     Scott D. Cousins, Esq.
     Adam D. Cole, Esq.
     Ann M. Kashishian, Esq.
     COUSINS CHIPMAN & BROWN, LLP
     1007 North Orange Street, Suite 1110
     Wilmington, DE 19801
     Tel: (302) 295-0191
     Email: cousins@ccbllp.com
            cole@ccbllp.com
            kashishian@ccbllp.com

A hearing on the employment application is scheduled for July 23,
2014, at 1:00 p.m. (ET).  Objections are due July 16.

                          About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- 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, LLC, 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.


MIG LLC: Can Hire Prime Clerk as Claims & Noticing Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
MIG, LLC, and ITC Cellular, LLC, to employ Prime Clerk LLC as
claims and noticing agent to, among other things, (i) distribute
required notices to parties-in-interest, (ii) receive, maintain,
docket and otherwise administer the proofs of claim filed in the
Debtors' Chapter 11 cases, and (iii) provide other administrative
services.

                          About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- 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, LLC, 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.


MILLER HEIMAN: Moody's Affirms 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Miller Heiman, Inc.'s ("MHI")
B3 Corporate Family Rating ("CFR") and B3-PD Probability of
Default Rating, after the company announced the incurrence of $136
million incremental first lien debt in order to help fund an
acquisition of VitalSmarts. Moody's also affirmed the B2 facility
rating on MHI's first lien revolver and term loan, the latter
which is being increased to $356 million, from $220 million. Along
with the incremental term debt, MHI will be using $95 million of
new cash equity to fund the VitalSmarts acquisition and to repay
$37 million in revolver drawings. The rating outlook remains
stable.

Ratings (and Loss Given Default Assessments) affirmed:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$40 million Senior Secured Revolving Credit Facility, expiring
2018, B2 (LGD3)

$356 million (upsized from $220 million) Senior Secured Term Loan
B, maturing 2019, B2 (LGD3)

The ratings are subject to Moody's review of final documentation.

Ratings Rationale

The B3 CFR takes into account MHI's moderate apparent success in
integrating the September 2013 acquisition of a much larger,
poorly performing target, as well as the leverage-neutral impact
of the company's proposed acquisition of VitalSmarts, a smartly
growing, sub-$100 million-revenue provider of leadership-training
services. VitalSmarts' inclusion into the MHI sales and leadership
training suite of services should modestly boost MHI's operating
margins, given the target company's significantly higher
profitability.

Moody's estimates that debt-to-EBITDA financial leverage, pro-
forma for the VitalSmarts acquisition, remains high, at between
5.5 and 6.0 times, unchanged from the level at September 2013,
when MHI acquired Informa plc's Performance Improvement ("PI")
business. Through the combination of these corporate-training
purchases (and a much smaller one in early 2014), MHI seeks to
create a global leader in sales and leadership training, albeit
one that will have a combined revenue base of only about $300
million

With full year 2013 results mostly in line with expectations
(except for distinct underperformance at Omega, a small, credit-
training unit of PI), and markedly better 1Q 2014 top-line and
EBITDA performance, MHI appears to have had some success with
stabilizing its portfolio of training services. However,
integration expenses have run higher than anticipated, and the
company has had to draw heavily under its $40 million revolver in
order to fund these expenses as well as the cost of recent
acquisitions. The acquired PI businesses were not only three times
MHI's size, but had also been posting sharp and uniform declines
in sales and profitability. Availability under the revolver will
be freed up fully as a result of the revolver paydown using a
portion of the proceeds from the new financing and equity
offering, giving MHI what Moody's views as adequate liquidity.

The repeated use of MHI products and services, though not a
recurring revenue model per se, may be expected to provide some
operating stability. Given low working capital and capital
expenditure requirements, as well as minimal scheduled
amortization, the company could, without unforeseen hurdles to the
acquisition integration, generate decent free cash flow, which
Moody's projects could be as much as $25 million annually.

If MHI can continue to stanch the decline of the acquired PI
businesses' revenues, and successfully integrate their operations
and those of VitalSmarts into its current platform, attractive
EBITDA growth could follow. The resulting improvement in debt-to-
EBITDA, if the measure could be sustained below about 4.5x, could
prompt an upgrade. Without MHI's having posted an actual track
record of improving operations, Moody's reserve more favorable
assessment until several quarters of good performance bear out the
investment rationale.

If MHI fails both to integrate acquisitions successfully and to
reverse PI's trajectory of underperformance, it may require higher
than anticipated funds for capex and marketing expenses, which
could strain MHI's liquidity and its ability to service its debt.
In our view, strained liquidity could reflect both top line
pressure and an underestimation of integration and SG&A expenses,
which could prompt a downgrade.

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

Privately held by Providence Equity Partners, Miller Heiman, Inc.
provides sales training, leadership, project management, and
credit analysis instruction to corporate customers, and is
expected to generate approximately $300 million in 2014 revenues.


NATIONAL ENVELOPE: Seeks Extension of Exclusive Plan Filing Period
------------------------------------------------------------------
NE Opco, Inc., f/k/a National Envelope, and its debtor affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend until Oct. 6, 2014, their exclusive period to file a
Chapter 11 plan and until Dec. 2 their exclusive period to solicit
acceptances of that plan.  The Debtors state in court papers that
now that the sales have closed, the transition of the purchased
assets to the purchasers have been substantially completed, and
the bar dates have run, they are better-situated to evaluate their
financial standing and the proofs of claim filed in an effort to
determine the appropriate next steps for brining closure to the
Chapter 11 cases, through either a plan or otherwise.  The Debtors
need the additional time to properly analyze the best path towards
winding up their estates.

Papers filed in court show that the Debtors are engaged in a
dispute over the termination of an employee as a result of the
sale of their assets to Cenveo Corporation and Cenveo, Inc.  Paul
Torres, a former employee of NE Opco terminated the day after the
Sale Order was entered approving the sale of assets to Cenveo,
filed an action in a California state court against Cenveo for,
among other things, disability discrimination.  The Cenveo
Entities, in response, filed a motion asking the Bankruptcy Court
to enforce the Sept. 12, 2013 Sale Order and Injunction.  Cenveo
asserts that, among other things, the Sale Order and Injunction
enjoins all parties, specifically including employees, with claims
resulting from the transfer of the assets from pursuing Cenveo
with respect to those claims.  The Debtors assert that pursuant to
the Sale Order and Injunction, Mr. Torres was enjoined from
commencing the State Court Action against Cenveo and otherwise
bringing any claims or causes of action against Cenveo, in each
case, arising from the Debtors terminating Mr. Torres' employment
with the Debtors.

The hearing on the Debtors' request for exclusivity extension is
set for Aug. 5, at 10:00 a.m. (EDT).  Objections are due July 21.

The Debtors are represented by Eric J. Fromme, Esq., at Jeffer
Mangels Butler & Mitchell LLP, in Irvine, California; and Mark D.
Collins, Esq., John H. Knight, Esq., Michael J. Merchant, Esq.,
Paul N. Heath, Esq., and Zachary I. Shapiro, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

Cenveo is represented by:

         Matthew G. Summers (No. 5533)
         BALLARD SPAHR LLP
         919 N. Market Street, 11th Floor
         Wilmington, DE 19801
         Tel: (302) 252-4428
         Fax: (410) 361-8930
         Email: summersm@ballardspahr.com

            -- and --

         Kathryn A. Coleman, Esq.
         Christopher Gartman, Esq.
         HUGHES HUBBARD & REED LLP
         One Battery Park Plaza
         New York, NY 10004
         Tel: (212) 837-6000
         Fax: (212) 422-4726
         Email: kcoleman@hugheshubbard.com
                gartman@hugheshubbard.com

Mr. Torres is represented by:

         Michael Busenkell, Esq.
         Brya Keilson, Esq.
         GELLERT SCALI BUSENKELL & BROWN, LLC
         913 N. Market Street, 10th Floor
         Wilmington, DE 19801
         Tel: (302) 425-5800
         Fax: (302) 425-5814
         Email: mbusenkell@gsbblaw.com
                bkeilson@gsbblaw.com

            -- and --

         Scott R. Ames, Esq.
         LAW OFFICE OF SCOTT R. AMES, P.C.
         1137 West Olympic Blvd., Suite 500
         Los Angeles, CA 90064
         Tel: (310) 478-2500
         Fax: (310) 478-2501
         Email: scott@scottameslaw.com

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NATIONAL ENVELOPE: Trust Agreement with Committee Approved
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the trust agreement and a stock
escrow agreement between NE Opco, Inc., et al., and the Official
Committee of Unsecured Creditors of NE Opco and NEV Credit
Holdings Inc., and authorized the transfer of the Debtors'
remaining assets to a trustee.

The order followed Spirit SPE Portfolio 2006-4, LLC's withdrawal
of its objection to the approval of the trust agreement and stock
escrow agreement.  Spirit, however, said that notwithstanding the
withdrawal, it expressly reserves its rights vis-a-vis Cenveo
Corporation under both the Sale Order and the Stipulation Approval
Order.

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NCR CORP: S&P Affirms 'BB+' CCR on Increased Revenue
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Duluth, Ga.-based NCR Corp.  The
outlook is stable.

At the same time, S&P raised the issue-level rating on the first-
lien debt to 'BBB' from 'BBB-' and revised the recovery rating to
'1' from '2' reflecting the low amount of first-lien debt
outstanding and an accelerating term loan amortization.  The '1'
recovery rating indicates S&P's expectation of very high (90%-
100%) recovery of principal in the event of a payment default.

S&P also affirmed its 'BB' issue-level rating on NCR's unsecured
debt.  The recovery rating remains '5', indicating S&P's
expectation of a modest (10%-30%) recovery in the event of a
payment default.

The rating reflects S&P's view of NCR's "satisfactory" business
risk profile, incorporating its leading positions in the
financial, retail and hospitality, and specialty automation
segments, an earnings concentration with heavy reliance on
financial self-service and retail store automation and related
services, and a growing software and service business with higher
margins and recurring revenues.  The "significant" financial risk
profile reflects the company's increased leverage due to
acquisition activity over the last few years and its strong cash
flow generation, which S&P expects to lead to a moderate decline
in leverage over the ratings horizon.  S&P views industry risk as
moderately high, based on its industry risk assessment of the
technology hardware sector, and S&P considers country risk low,
reflecting its geographically diversified revenue exposure. S&P
assess management and governance as "satisfactory."

The stable outlook reflects S&P's expectation that leverage will
decline from the elevated levels incurred by the recent DI
acquisition through earnings growth, good cash flow generation,
and debt reduction.

S&P could lower our rating if a macroeconomic slowdown or
operating pressures in NCR's businesses result in lower margins
and limit cash flow available for debt reduction, causing leverage
to be sustained above 4x.

Although not expected in the near term, S&P could raise its rating
if strong earnings growth and free cash flow, along with asset
sales, result in leverage sustained at the high-2x level.


NELSON EDUCATION: Moody's Lowers Corporate Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded Nelson Education Ltd.'s
probability of default rating to D-PD from Caa3-PD, corporate
family rating to Ca from Caa3, second lien term loan rating to C
from Ca, and withdrew the Caa1 rating on the first lien term loan
as the debt was not repaid at maturity. The ratings outlook was
revised to stable from negative.

The downgrade reflects Nelson's missed interest payment on the
second lien term loan and the missed principal payment on the
first lien term loan. Moody's will withdraw all of the ratings in
the next few days as the company is restructuring its debt and
information flow required to maintain the ratings has become more
limited. Please refer to Moody's withdrawal policy on Moodys.com.

Ratings Downgraded:

Corporate Family Rating, to Ca from Caa3

Probability of Default Rating, to D-PD from Caa3-PD

Second Lien Term Loan due July 2015, to C (LGD5, 79%) from to Ca
(LGD5, 80%)

Outlook:

Changed to Stable from Negative

Ratings Rationale

The downgrade was prompted by Nelson's recent notification to
Moody's that it failed to make the interest payment under its
C$169 million second lien term loan (due March 31, 2014) after the
expiry of a seven business day grace period. The company also did
not to make the interest payment on the second lien term loan, due
on June 30, 2014 and did not pay the C$297 million principal
payment on the first lien term loan, due July 4, 2014. As the
company is restructuring its debt and there is limited information
available to Moody's, all ratings will shortly be withdrawn.

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

Nelson Education Ltd. publishes college and K-through-12 textbooks
and reference materials for the Canadian educational market. The
company is owned by funds managed by Apax Partners and OMERS
Private Equity and is headquartered in Toronto, Ontario, Canada


NELSON EDUCATION: S&P Lowers CCR to 'D' on Missed Payments
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based Nelson Education Ltd. to
'D' from 'CCC-'.  At the same time, Standard & Poor's lowered its
issue-level rating on the company's US$311 million senior secured
first-lien term loan B (currently US$269 million outstanding) to
'D' from 'CCC-'.  The recovery rating on this facility is
unchanged at '3', reflecting S&P's expectation for meaningful
recovery (50%-70%) in its default scenario.  S&P also lowered its
issue-level rating on the US$171 million senior secured second-
lien term loan (currently US$153 million outstanding) to 'D' from
'C'.  The recovery rating on this facility is unchanged at '6',
reflecting S&P's expectation for negligible recovery (0%-10%).

"The rating action reflects the company's default on its debt
obligations," said Standard & Poor's credit analyst Lori Harris.
Nelson missed the principal payment on its first-lien debt, which
was due July 4, 2014 (revised to July 7 due to the U.S. holiday),
as well as the interest payment on its US$171 million second-lien
term loan, which was due June 30.  S&P do not expect Nelson to
make the principal payment at par, nor the interest payment.

The missed principal and interest payments on the bank facilities
follow the company's deteriorating operating performance and weak
liquidity.


OHCMC-OSWEGO: L.B. Anderson-Led Auction on Sept. 16 Okayed
----------------------------------------------------------
Judge Carol Doyle has authorized OHCMC-Oswego, LLC, to sell
substantially all of its assets to L.B. Anderson Construction,
Inc., subject to an auction, in connection with the Debtor's
proposed plan of liquidation.

Judge Doyle also approved the stalking horse aset purchase
agreement (APA) with L.B. Anderson and the payment of a break-up
fee in the event L.B. Anderson is outbid at the auction.

On May 7, 2014, the Debtor filed its Plan of Liquidation and
Disclosure Statement.  The Plan provides for, among other things,
the sale of substantially all of the Debtor's assets.

Prior to filing the Plan, the Debtor engaged in negotiations with
several potential buyers.  The Debtor ultimately decided to enter
into an agreement with L.B. Anderson for the sale of the Assets.
The following summarizes key provisions of the Stalking Horse APA:

    (a) Stalking Horse: L.B. Anderson Construction, Inc.

    (b) Purchase Price and Deposit: $11,750,000 in cash, plus the
        assumption of certain liabilities, and the payment of
        certain cure costs in connection with assumption by the
        Debtor and assignment to the Stalking Horse of Assumed
        Contracts.  Stalking Horse will tender a deposit of five
        percent of the purchase price.

    (c) Assets: Stalking Horse will purchase substantially all of
        the Debtor's assets.

    (d) Due Diligence Period: Stalking Horse will have 30 days
        from the Effective Date of the Stalking Horse APA to
        complete its due diligence.

    (e) Closing Date: The closing shall occur no later than 30
        days following the date Stalking Horse is identified as
        the ultimate purchaser of the Assets.

    (f) Break-Up Fee: $352,500, payable on the terms and
        conditions provided in the Stalking Horse APA.

The salient terms of the Sale Procedures governing the auction
are:

     A. An entity that wishes to submit a qualified bid must
        submit its bid so that it is actually received on or
        before 4:00 p.m. Central Time on Sept. 12, 2014.

     B. Not later than Sept. 8, 2014, the Debtor will designate
        those submitted bids, if any, that are qualified bids.

     C. Not later than Sept. 15, 2014, the Debtor will notify each
        entity that that has submitted a qualified bid by
        electronic mail only, that its bid has been designated as
        a qualified bid.

     D. If one or more qualified bids are received for the assets,
        an auction will be conducted at the offices of Freeborn &
        Peters LLP, 311 S. Wacker Drive, Suite 3000, Chicago, IL
        60606, on Sept. 16, 2014, commencing at 10:00 a.m.
        Central Time.

A copy of the sale motion is available at:

         http://bankrupt.com/misc/OHCMC-OSWEGO_71_sale.pdf

                        About OHCMC-Oswego

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

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

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


OHCMC-OSWEGO: Amends Sale-Based Plan Documents
----------------------------------------------
OHCMC-Oswego, LLC, filed a Modified Plan of Liquidation and
Disclosure Statement on June 30, 2014.

According to the latest plan documents, the Debtor's assets will
be sold pursuant to the Court-approved sale procedures.  The
Debtor anticipates a sale process that will allow its real estate
broker adequate time to market the properties to ensure the Debtor
receives the highest and best offer for the properties.  The
proceeds of the sale of the properties will be used to satisfy the
secured claims of BMO and PNC.

Further, the Debtor will distribute a set sum of money that is
currently held in an escrow account with the Village of Oswego and
totaling $29,408 to unsecured creditors in accordance with the
Bankruptcy Code's priority scheme.

The Debtor currently has an offer from L.B. Anderson Construction,
Inc., the stalking horse bidder, to purchase the properties for
$11,750,000, absent higher and better offers.

The Debtor will solicit written bids from other potential bidders
with all such bids to be received no later than 4:00 p.m. on Sept.
12, 2014.  If the Debtor receives two or more qualified bids for
the assets, the debtor will conduct an auction. the Debtor will
determine the winning bid in its reasonable discretion.  It will
also select the back-up bid, to be utilized, in the event that the
best bid is unable to timely close.

The Bankruptcy Court has scheduled a joint hearing with respect to
the sufficiency of the Disclosure Statement and confirmation of
the Plan for Aug. 6, 2014.

A copy of the Disclosure Statement is available at:

   http://bankrupt.com/misc/OHCMC-OSWEGO_80_dsmodifiedplan.pdf

                        About OHCMC-Oswego

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

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

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


OUTERSTUFF LLC: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and B1-PD Probability of Default Rating to Outerstuff LLC.
Moody's also assigned a B2 rating to the company's proposed $155
million senior secured term loan. This is the first time Moody's
has assigned a rating to Outerstuff. The rating outlook is stable.

Proceeds from the term loan will be used to finance a return of
capital to shareholders. The transaction follows the acquisition
by private equity funds affiliated with the Blackstone Group of
approximately 50% of Outerstuff equity in May 2014. The initial
acquisition was entirely equity-funded, including an equity
contribution by Blackstone and rollover management equity.

Ratings assigned:

Issuer: Outerstuff LLC

Corporate Family Rating, assigned B1

Probability of Default Rating, assigned B1-PD

$155 million proposed senior secured first lien term loan due
2021, assigned B2 (LGD 5)

Stable outlook

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

Ratings Rationale

The B1 corporate family rating reflects Outerstuff's key man risk
stemming from reliance on founder and CEO Solomon Werdiger and
revenue concentration with several sports leagues. The rating also
incorporates the company's small scale, narrow product
concentration, risks associated with private equity ownership and
the joint control by management and the private equity sponsor.
These risks are mitigated by the company's good credit metrics
compared to those of similarly rated apparel peers. Pro-forma for
the transaction, debt/EBITDA will be in the mid-3 times and
EBITA/interest expense in the low-5 times (Moody's-adjusted, as of
March 31, 2014). Moreover, the rating benefits from the company's
entrenched position in its niche market, exclusive licenses with
key sports leagues, diversification across retail channels, and
good liquidity. In addition, Moody's views the children's licensed
sports apparel market as relatively stable and recession-resistant
because of its low fashion risk, natural replenishment cycle and
consumers' steady interest in team sports.

The B2 rating assigned to the proposed $155 million senior secured
term loan reflects its junior position to the $100 million asset-
based revolver (unrated). The term loan will benefit from a first
lien on substantially all of the company's tangible and intangible
assets except for the ABL collateral, in which the term loan will
have second priority interest.

The stable outlook reflects Moody's expectations for moderate
revenue and EBITDA growth and good near term liquidity.

The ratings could be downgraded if the company loses a major
license partner, or if the founder ceases to be involved in a key
executive role without a suitable replacement. In addition, a
deterioration in operating performance or liquidity, or more
aggressive financial policies including debt-financed dividend
distributions, would pressure the ratings. Quantitatively, ratings
could be downgraded if debt/EBITDA is sustained above 4.5 times.

In view of the company's limited scale and narrow product focus,
an upgrade is unlikely in the near term, and would require the
company to maintain stronger financial metrics than similarly
rated peers. The company would also need to (i) expand its scale
and product line beyond children's sports apparel, (ii) sustain
debt/EBITDA below 3 times, (iii) reduce its dependence on current
league partners by expanding into other sports, and (iv) maintain
healthy operating margins and continue to demonstrate stability in
operating performance.

Outerstuff, LLC, is a designer, manufacturer and marketer of
licensed children's sports apparel. The company generates the
majority of its revenues from products sold under exclusive
licenses with the NFL, NBA, NHL, MLB, MLS and Adidas, and sells to
department stores, mass merchants and specialty chain stores
mainly in the United States. Since the May 2014 investment by
Blackstone, the private equity sponsor and management have equal
equity stakes of approximately 50% and share control of the
company. Revenues for the last twelve months ended March 31, 2014
were below $500 million.

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


OUTERSTUFF LLC: S&P Assigns 'B+' CCR & Rates $100MM Revolver 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Outerstuff LLC.  The outlook is stable.

"At the same time, we assigned our 'BB' issue rating (two notches
above the corporate credit rating) to the company's $100 million
asset-based revolver with a recovery rating of '1', indicating
that lenders could expect very high (90% to 100%) recovery in the
event of a payment default or bankruptcy.  We also assigned our
'B+' issue rating (same as the corporate credit rating) to the
company's $155 million first-lien facility, with a recovery rating
of '3', indicating that lenders could expect meaningful (50% to
70%) recovery in the event of a payment default or bankruptcy,"
S&P noted.

"Our ratings on Outerstuff reflect our view that the company's
leverage increased due to the sale of approximately 50% of the
company to private equity funds affiliated with Blackstone," said
Standard & Poor's credit analyst Jacqueline Hui.

Pro forma adjusted leverage will be near 3.5x (credit metrics
include Standard & Poor's standard adjustments) and bank-
calculated leverage is just below 3x.  The proposed transaction
includes a $100 million asset-based revolver and $155 million in
first-lien term debt.  Per the proposed credit agreement, 100% of
excess cash flow can be distributed to shareholders if bank-
calculated leverage is below 3x.  As such, S&P believes credit
metrics, including leverage, will remain near current levels over
the next year.  The company generates good cash flow, and S&P
believes the company will direct its excess cash flow toward
shareholder distributions.  S&P has factored this into its
assessment of the company's financial policy, which S&P views as
aggressive.

The ratings also reflect Standard & Poor's assessment that
Outerstuff has a "weak" business risk profile, reflecting its
relatively small size and narrow focus within the niche licensed
children's sports apparel segment, as well as its participation
within the overall competitive North American apparel industry.

The outlook on Outerstuff Ltd. is stable.  "We expect overall
profit stability because of Outerstuff's licensing business model
and exclusive contracts with professional leagues with high
retention rates, underlining our expectation that credit metrics
will remain near current levels and liquidity will be adequate
over the next year," said Ms. Hui.


PEREGRINE FINANCIAL: Lawsuits Seek Return of More Than $1.5MM
-------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that a handful of new lawsuits seek to recover more than $1.5
million for defunct brokerage Peregrine Financial Group Inc.'s
creditors from the likes of CNBC, MTV and various charitable
organizations.  According to the report, Ira Bodenstein, the
trustee leading Peregrine's bankruptcy liquidation, filed the
lawsuits against corporate defendants, a university, several
nonprofits and two individuals, court papers show. The lawsuits
seek to recover funds the defendants received from Peregrine in
the months before the brokerage's July 2012 collapse, which was
brought on by the exposure of its founder's fraud.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHH CORP: Fitch Affirms 'BB-' IDR & Removes From Watch Negative
---------------------------------------------------------------
Fitch Ratings has affirmed PHH Corporation's (PHH) long-term
Issuer Default Rating (IDR) and senior unsecured debt rating at
'BB-'.  Fitch has also removed the ratings from Rating Watch
Negative and assigned a Negative Rating Outlook.

Fitch previously downgraded PHH to 'BB-' on Rating Watch Negative
from 'BB' on Rating Watch Evolving on June 4, 2014, following the
announced sale of PHH's auto fleet leasing business.  The
downgrade reflected Fitch's view that the credit risk profile of
the entity was at least one notch weaker as a monoline business
focused on mortgage servicing/origination.  The Rating Watch
Negative reflected uncertainty around the use of proceeds from the
sale of the fleet business.

KEY RATING DRIVERS - IDRS AND SENIOR DEBT

The affirmation of PHH's ratings and the removal of the Rating
Watch Negative follow the closing of the auto fleet leasing
business sale and the company's announced capital allocation plan
for its stand-alone mortgage business, which results in improved
in capitalization, leverage and liquidity primarily due to $420m
in identified debt pay downs using cash proceeds received from the
spin-off of PHH's auto fleet leasing business.

The Negative Outlook reflects uncertainty and execution risk
associated with the planned re-investing in and re-engineering of
the company's mortgage origination and servicing business, in
order to improve profitability, particularly in light of up to
$450 million in announced share repurchases which will modestly
reduce financial flexibility.

The company has identified ambitious plans to improve its mortgage
origination and servicing business, including renegotiating
existing private label mortgage servicing contracts with clients
at more favorable economic terms.  Fitch believes that there is
significant uncertainty and execution risk with this strategy due
to the inherently cyclical nature of the mortgage origination
business and the capital intensive nature and highly volatile
earnings profile of the mortgage servicing business.  Furthermore,
the overall mortgage business remains subject to intensive
regulatory and legislative scrutiny, which could potentially be a
drain on cash resources.

Pro forma March 31, 2014 for the sale of PHH's fleet business, the
standalone mortgage business has equity of $1.87 billion and total
debt of $1.88 billion, resulting in leverage, as measured by debt
to tangible equity, of 1.01x, which compares favorably to the
company's year-end 2013 leverage of 3.4x.  Fitch expects leverage
to moderately increase from its current pro forma levels but also
expects that PHH will manage leverage conservatively.

Liquidity, as measured by balance sheet cash, is bolstered by the
$821 million in net cash proceeds after payment of taxes and
transaction expense received from the fleet business sale.  The
company has identified uses for liquidity, which in addition to
debt paydown and reinvestment in mortgage business, include share
buybacks.  Factoring in the planned debt paydowns, the company
does not have any other unsecured debt maturities until 2017, when
$250 million of convertible notes come due.  Fitch views the
company's liquidity profile as appropriate for the ratings.

RATING SENSITIVITIES - IDRS AND SENIOR DEBT

Inability to renegotiate existing private label contracts at more
favorable economic terms, loss of clients, weakening in PHH's
competitive position, and/or sustained operating losses would lead
to negative rating actions.  In addition, a sustained increase in
leverage, reduction in liquidity due to higher than expected
operational and contingency needs, or higher than planned share
repurchases would also be viewed negatively.

Successful execution of management's strategic objectives as
measured by strengthened competitive position, higher client
contract renewals, and sustained increased in earnings and cash
flows, while maintaining appropriate capital and liquidity levels
could result in the Outlook being revised to Stable from Negative.
Given the expected time it will take to implement the proposed
strategic changes and observe meaningful change, Fitch expects
that resolution of the Negative Rating Outlook could be towards
the outer end of the 12 to 24 month Outlook horizon.

Fitch removes from Rating Watch Negative and affirms the following
ratings:

PHH Corporation

   -- Long-term IDR at 'BB-';
   -- Senior unsecured debt at 'BB-';
   -- Short-term IDR at 'B';
   -- Commercial paper at 'B'.

The Rating Outlook is Negative.


PHH CORP: S&P Cuts Ratings to 'B+' on Sale of Leasing Business
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty and senior unsecured ratings on PHH Corp. to 'B+'
from 'BB-'.  S&P also removed the ratings from CreditWatch with
negative implications where it had placed them on June 3, 2014.
The outlook is stable.

"The downgrade of Mount Laurel, N.J.-based residential mortgage
servicer and originator PHH Corp. follows the firm's July 7 sale
of its fleet management services business, PHH Arval, to Element
Financial Corp. (Element) for $1.4 billion in a cash-for-stock
transaction," said Standard & Poor's credit analyst Jeffrey Zaun.
This transaction will be treated as an asset sale for tax
purposes.  Net proceeds from the transaction were $821 million
after payment of expected taxes and transaction expenses, and
management will use these proceeds to pay down debt due in 2016,
provide for ongoing liquidity needs, make investments (including
possible acquisitions) in its mortgage business, and repurchase up
to $450 million of its equity shares over the next 12 to 18
months.

Although S&P believes the proceeds from this sale will bolster
PHH's financial position in the near term, S&P also believes that
without the steady income from its fleet leasing business, the
mortgage business will be more vulnerable to market volatility and
will encounter greater difficulty funding its volatile mortgage
servicing rights assets.

Over the past year, PHH suffered as housing markets deteriorated
and origination volumes, especially refinancings, declined when
interest rates rose.  As a result, S&P expects earnings will be
under pressure, and that the company may experience losses through
the first half of 2015.  At the same time, regulatory changes and
new capital requirements could cause banks to pull back from
mortgage lending and servicing, which would likely improve PHH's
strategic position.  Increased scrutiny over consumer protections
should increase barriers to entry for new competitors and may
drive more banks and nonbank financial institutions to consider
outsourcing their mortgage origination and servicing.

As the largest provider of private label mortgage production and
servicing, PHH has a strong strategic position.  Over the past two
years, however, management has been unable to pass along the
increased compliance costs of originating and servicing mortgage
loans, pressuring PHH's margins.  Management has announced that
they will re-engineer the company's private label services
business.  S&P will monitor the firm's progress on re-negotiating
its contracts and retaining its longer-term customers.  S&P will
also monitor management's plans to invest in its retail servicing
platform.  The ratings on PHH will remain limited by uncertainty
surrounding the longer-term (two to five year) structure of the
mortgage origination and servicing industry and management's need
to maintain a stable funding platform for its volatile mortgage
servicing assets and interest-rate sensitive mortgage origination
platform.

The stable outlook incorporates S&P's expectation that PHH's
earnings will remain negative through 2014 and into 2015 as the
firm completes its re-engineering as a stand-alone mortgage
company.  S&P also considers management's commitment to
deleveraging as a positive rating factor.  Management's commitment
includes maintaining the ratio of unencumbered assets to unsecured
debt above 3.0x.

S&P could downgrade PHH if losses place pressure on the firm's
ability to retire its 2017 debt obligation, or if S&P believes the
firm's ratio of debt to EBITDA will remain above 4.0x through
2015.  S&P could upgrade PHH if the firm is able to reduce its
leverage, measured as debt to EBITDA, below 3x on a sustainable
basis and if earnings improve and stabilize with a return on
average assets above 2.0%.


PRETTY GIRL: Section 341(a) Meeting Set for Aug. 13
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Pretty Girl,
Inc., will be held on Aug. 13, 2014, at at 3:00 p.m. at 80 Broad
St., 4th Floor, USTM.

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.

Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.  The petition was
signed by Albert Nigri as president.  The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.


PROSPECT PARK: Wants Exclusive Plan Filing Date Extended to Aug.
----------------------------------------------------------------
Prospect Park Networks, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware that the period in which the Debtor has
the exclusive right to file a Chapter 11 plan be extended through
and including Aug. 7, 2014, and the period in which the Debtor has
exclusive right to solicit acceptances of that plan be extended
through and including Oct. 6.  The Debtor explains in court papers
that it is currently contemplating various ways to conclude the
Chapter 11 case, and it needs the additional time to file and
solicit acceptances of a plan.

The extension motion was filed by William E. Chipman, Jr., Esq.,
and Mark D. Olivere, Esq., at Cousins Chipman & Brown, LLP, in
Wilmington, Delaware; and John H. Genovese, Esq., Michael
Schuster, Esq., and Heather L. Harmon, Esq., at Genovese Joblove &
Battista, P.A., in Miami, Florida, on behalf of the Debtor.

A hearing on the extension request is scheduled for July 28, at
3:00 p.m. (ET).  Objections are due July 21.

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


PSL-NORTH AMERICA: U.S. Trustee to Hold Creditors' Meeting July 23
------------------------------------------------------------------
The U.S. Trustee for Region 3 is set to hold a meeting of
creditors of PSL-North America LLC on July 23, at 1:00 p.m.

The meeting will be held at Room 2112, 2nd Floor, J. Caleb Boggs
Federal Building, 844 King Street, in Wilmington, Delaware.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors an opportunity to examine PSL-
North America's representative under oath about its financial
affairs and operations that would be of interest to the general
body of creditors.

                    About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors are seeking to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

The Debtors have tapped Richards Layton & Finger, P.A., as
counsel.  Epiq Bankruptcy Solutions serves as claims agent.


PSL-NORTH AMERICA: Seeks Additional Time to File Schedules
----------------------------------------------------------
PSL-North America, Inc. is requesting that the Bankruptcy Court
for the District of Delaware extend the deadline by which it must
file its Schedules of Assets and Liabilities, Schedules of Current
Income and Expenditures, Schedules of Executory Contracts and
Unexpired Leases, and Statements of Financial Affairs.  The Debtor
is requesting an additional 30 days to July 16, 2014, to make its
required filings.

The Debtor filed its voluntary petition on June 16, 2014.  The
Debtor contends that "cause" exist for such extension under
Bankruptcy Rule 1007(c).  The Debtor believes it has more than 200
creditors and thus does not qualify for an automatic extension.

Prior to the petition date, the Debtor exhausted its time and
resources reviewing its debt structure, analyzing operations and
cash flows, marketing assets, and negotiating and documenting the
DIP Facility and the Stalking Horse Asset Purchase Agreement.
Further, the Debtor's business operations require it to maintain
significant amounts of records and accounting systems. In order to
prepare the Schedules and Statements, the Debtor must gather
information from these various records and documents. Collecting
this information, which is voluminous, will require significant
expenditure of time and effort on the part of the Debtor's limited
staff and advisors.

                    About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors seek to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

Proposed counsel for the Debtor are John H. Knight, Esq., Paul N.
Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and
William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A.
of Wilmington, Delaware.   Epiq Bankruptcy Solutions serves as
claims agent.


RAPID AMERICAN: Creditors' Panel Taps Gilbert LLP as Special Atty
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Rapid-American Corporation sought and obtained
authority from Judge Stuart Bernstein of the U.S. Bankruptcy Court
for the Southern District of New York to retain Gilbert LLP as
special insurance counsel.

As special insurance counsel, Gilbert LLP will:

   (a) advise the Committee on steps to be taken to preserve and
       maximize insurance coverage;

   (b) attend meetings and negotiate with representatives of the
       Debtor, its non-bankrupt affiliates, its insurance
       carriers, and other parties-in-interest related to the
       preservation of insurance coverage; and

   (c) assist the Committee with any insurance-related matters
       arising in connection with the formulation of a plan of
       reorganization and Section 524(g) channeling injunction and
       funding any trust for the payment of asbestos claims
       established under a plan.

Gilbert LLP's hourly rates are as follows:

     Partners                             $600 to $1,000
     Of Counsel/Associates                $280 to $550
     Paralegals/Litigation Support        $175 to $280
     Law Clerks                                   $150

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Kami E. Quinn, Esq., a partner at Gilbert LLP, in Washington,
D.C., assured the Court that her 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.  Ms. Quinn, however, disclosed that her firm
previously served as insurance counsel in the asbestos-related
bankruptcy cases of ACandS, Inc., Armstrong World Industries,
Inc., and Federal-Mogul Global, Inc.

                    About Rapid-American Corp.

Rapid-American Corp. filed for Chapter 11 bankruptcy protection in
Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to
deal with debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.

Young Conaway Stargatt & Taylor, LLP, represents Lawrence
Fitzpatrick, the Future Claimants' Representative, as counsel.


REGENCY ENERGY: S&P Assigns 'BB' Rating on $499MM Unsec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level rating to Regency Energy Partners L.P. and Regency
Energy Finance Corp.'s new $499 million senior unsecured notes due
2019.  Regency recently completed the offer to exchange Eagle Rock
Energy Partners L.P.'s outstanding 8.375% senior unsecured notes
due 2019 for debt of the same tenor.  S&P also assigned its '4'
recovery rating to the debt, indicating average (30% to 50%)
recovery of principal.  S&P's corporate credit rating on Regency
is 'BB', and the outlook is stable.  As of March 31, 2014, Regency
had about $5.6 billion of reported debt.  Dallas-based Regency is
a midsize master limited partnership in the U.S. midstream energy
sector.

RATINGS LIST

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

New Rating

Regency Energy Partners L.P.
Regency Energy Finance Corp.
$499 mil sr unsecd notes due 2019    BB
Recovery rating                      4


REFCO PUBLIC: Court Sets Sept. 2 as Claims Bar Date
---------------------------------------------------
The Bankruptcy Court for the District of Delaware has established
bar dates for the filing of proofs of claim and equity security
interests in Refco Public Commodity Pool, LP d/b/a S&P Managed
Futures Index Fund's Chapter 11 case.

The claim bar date and equity interest bar date is September 2,
2014 at 5:00 p.m.  The Governmental Unit bar date is November 9 at
5:00 p.m.  Claim holders with a claim that arose on or prior to
May 13, 2014 are required to file a proof of claim.  Claims must
be filed in a manner conforming to Official Bankruptcy Form B10.

Claims may be filed by U.S. mail addressed to

   Refco Public
   c/o American Claims Legal Services, LLC
   P.O. Box 23650
   Jacksonville, Florida   32241-3650

Or by hand-delivery or overnight mail to

   Refco Public
   c/o American Claims Legal Services, LLC
   5985 Richard Street, Suite 3
   Jacksonville, Florida 32216

Or via facsimile to

   Refco Public
   c/o American Legal Claims Services, LLC
   904-517-8414

Or by email to

   Refco@Americanlegalclaims.com

An entity is not required to file a claim if:

     a) it has already filed a Proof of Claim with American Legal
Claims or the Clerk of the Bankruptcy Court,

     b) the claim is listed in the Schedules, is not classified as
"disputed", "contingent" or "unliquidated", and the entity agrees
with the amount and characterization of the claim,

     c) the equity security interest is listed in the Rule 1007

(a)(3) list and the entity does not dispute the amount and
characterization of the claim,

     d) the entity is a professional retained in this case
pursuant to Court Order, or

     e) the claim has been allowed by Order of the Court prior to
the Bar date.

Schedules and Lists may be obtained free of charge from American
Legal Claims' website:  www.Americanlegalclaims,com/refco, from
the Clerk of the District of Delaware Bankruptcy Court, 3rd Floor,
824 Market Street, Wilmington, Delaware 19801, through Delaware
Document Retrieval, 2 East 7th Street, 2nd Floor, Wilmington,
Delaware 19801 or on the Court's website through the ECF system:
www.deb.uscourts.gov

                 About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Attorneys
for the Debtor are Russell C. Silberglied, Esq., Paul N. Heath,
Esq., and Amanda R. Steele, Esq., at Richards, Layton, & Finger,
PA of Wilmington, Delaware and Dennis J. Connolly, Esq., William
S. Sudgen, Esq., and Suzanne N. Boyd, Esq., at Alston & Bird, LLP
of Atlanta, Georgia.

Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


RESIDENTIAL CAPITAL: "Wilson" Complaint Dismissed
-------------------------------------------------
Bankruptcy Judge Martin Glenn dismissed, in part with prejudice,
and, in part without prejudice Jennifer Wilson's adversary
proceeding against Residential Capital, LLC, Residential Funding
Company, LLC, and Does 1-10.

Wilson's complaint alleges three causes of action for breach of
contract and one cause of action for violation of North Carolina's
Unfair and Deceptive Trade Practices Act.  These claims stem from
the foreclosure of Wilson's home in North Carolina.  Wilson
remains in possession of the property even though the foreclosure
sale was completed following a final state court judgment.  Wilson
admits that she never entered into a contract with ResCap or RFC;
therefore, the three breach of contract claims must be dismissed
with prejudice.

The ResCap Liquidating Trust sought dismissal.

Judge Glenn held that Wilson's Complaint as presently drafted
fails to state a plausible claim for relief.  Therefore, the
Trust's Motion is granted as follows:

     1. Counts I-III are dismissed with prejudice,

     2. Count IV is dismissed without prejudice with leave
        to amend to add allegations regarding SunTrust's and
        STB's submissions during the Foreclosure Action.

     3. Wilson may not add any new causes of action or theories
        of relief in her Amended Complaint.

     4. ResCap and John Does 1-10 are dismissed with prejudice
        as to all counts.

The case is, Jennifer Wilson, Plaintiff, v. Residential Capital,
LLC, et al., Defendant, Adv. Pro. No. 12-01936 (MG)(Bankr.
S.D.N.Y.).

A copy of the Court's July 7, 2014 Memorandum Opinion is available
at http://is.gd/wXPJelfrom Leagle.com.

                     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.


REVEL AC: Seeks Court Approval to Reject Five Contracts
-------------------------------------------------------
Revel AC, Inc. has filed a motion seeking approval from U.S.
Bankruptcy Judge Gloria Burns to reject five contracts.

The contracts include four employment agreements and a separation
agreement, which the company says, are no longer necessary to its
operations.  A list of the contracts is available for free at
http://is.gd/fdgUsb

A court hearing is scheduled for July 21.  Objections to the
proposed rejection of the contracts is July 14.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.


REVSTONE INDUSTRIES: 2 Subsidiaries File Ch. 11 Plans
-----------------------------------------------------
US Tool & Engineering, LLC, and Greenwood Forgings, LLC, debtor
affiliates of Revstone Industries, LLC, filed with the U.S.
Bankruptcy Court for the District of Delaware separate Chapter 11
plans of reorganization without accompanying disclosure
statements.

The Plans incorporate the Court-approved settlement between the
Debtors, the Pension Benefit Guaranty Corporation, and certain
other parties-in-interest.  General unsecured claims under both
Plans will receive a pro rata share of the net distributable
assets of the Debtor up to the full allowed amount of the claim.
Impaired under the Plans are holders of miscellaneous secured
claims, general unsecured claims, PBGC claims, and interests.

A full-text copy of US Tool's Plan dated July 7 is available for
free at http://bankrupt.com/misc/USTOOLplan0707.pdf

A full-text copy of Greenwood's Plan is available for free at
http://bankrupt.com/misc/GREENWOODplan0707.pdf

Greenwood Forgings, US Tool, and another debtor affiliate, Spara,
LLC, also filed motions asking the U.S. Bankruptcy Court for the
District of Delaware to extend until Aug. 31, 2014, the time for
them to file a disclosure statement in connection with their
Chapter 11 Plan of Reorganization.  To recall, on June 3, Spara
filed its Plan without a disclosure statement.  In support of
their extension requests, the Debtors said they need the
additional time to continue to work with interested parties to
finalize key provisions that remain open and that will be resolved
in an amended Plan.

In another filing with the Court, Homer W. McClarty, Trustee for
Equity Security Holders Owning 100% of Revstone Industries and
Spara, and their wholly owned subsidiaries, withdrew his motion to
retain Ramaekers Group, LLC, to provide a person responsible for
the Debtors and additional personnel for the Debtors, and motion
to terminate the order employing Huron Consulting Services, LLC.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


SABRE INDUSTRIES: Moody's Lowers Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Sabre Industries, Inc.'s
Corporate Family and Probability of Default ratings to B3 and B3-
PD from B2 and B2-PD respectively. At the same time ratings on the
company's secured revolving credit facility ($80 million
commitment) and term loan (approximately $155 million outstanding)
were lowered to B2, LGD-3. The rating outlook is stable.

Ratings Rationale

The actions follow a material shortfall in Sabre's performance in
fiscal 2014 (April) and lower expectations for the coming year.
Although the company's revenues grew significantly over the last
year from organic developments as well as consolidation of an
acquisition, margins declined and produced EBITDA far below
Moody's previous assumptions. While negative free cash flow (FCF)
in 2014 had been anticipated, in part from higher working capital
requirements, capital expenditures came in above assumed levels
and further widened the gap. Nonetheless, slower growth limited
the extent of incremental working capital needs and resulted in
lower outstanding debt than prior expectations. Still, the net
impact reflects higher financial leverage, slimmer margins and
weaker coverage metrics. Furthermore, although the company has
liberal "add-back" buckets in measuring EBITDA under its credit
agreement, step-downs in the applicable leverage covenant over the
coming two years could pinch effective availability under its
revolving credit agreement and possibly lead to compliance
concerns unless performance improves and/or debt reduction occurs.

Major factors behind these variances included lower second half
volumes in the company's utility support structures segment,
start-up and integration expenses reflecting inefficiencies
encountered with ramping a new facility in Sioux City, IA, as well
as integration costs in the recently organized telecom services
segment. While some of these have a non-recurring nature, it is
challenging to assess when higher margins and material FCF may be
attained. The underlying business remains project driven which can
lead to volatility in future volumes and limited visibility.

The B3 Corporate Family Rating (CFR) incorporates the company's
modest revenue base, financial leverage resident in its capital
structure and lack of free cash flow generation to date. The
company's comparatively slim margins, teething issues with new
capacity, expenses related to expanding service capabilities and
the level of fixed charges flowing from its debt burden have
produced relatively weak coverage metrics. Working capital needs
should moderate as growth rates subside over the next year, which,
along with capital expenditures that should begin to retreat from
peak levels, improve prospects for free cash flow should
operational challenges be resolved.

The rating also recognizes Sabre as one of the larger North
American providers of poles, towers and related storage shelters
deployed in electric transmission & distribution grids as well as
wireless communication networks. These sectors remain subject to
cyclical developments with the company's backlog supporting
expectations of sustained revenue. The project nature of the
business mix, dependence upon a relatively narrow set of
customers, and continued management of metal cost/price
developments can also add volatility to results.

The stable outlook anticipates that operating efficiencies should
improve as the company and the work force gain additional
experience with the new plant and that the company will have
sufficient availability under its revolving credit facility to
provide flexibility over the coming year. Demand for Sabre's
product and service offerings should maintain revenues at fairly
high levels over the rating horizon. But progress in restoring
margins and generating free cash flow has to be demonstrated.

Lower ratings could develop if debt/EBITDA exceeded 7 times as a
result of weak profitability or incurrence of additional debt,
EBITA/interest fell below 1.25 times or if free cash flow remained
negative. Furthermore, should financial covenant compliance
materially constrain access to the company's revolving credit
facility, adverse rating actions could ensue. Developments that
could lead to stronger ratings or a stable outlook would include
lowering debt/EBITDA below 5 times combined with EBITA/interest
coverage materially above 1.5 times and free cash flow/debt
consistently above 5%.

The B2 (LGD-3) ratings on the first lien facilities reflect their
expected loss in downside scenarios from the application of a
probability of default of B3-PD against their loss-given-default.
The ratings, one notch above the underlying CFR, incorporate their
senior secured position which also benefits from having close to
$65 million of effectively subordinated debt (not rated) below
their claims in the capital structure. The rated facilities have
both up-streamed guarantees from material domestic subsidiaries as
well as a down-streamed guarantee from the holding company parent.

Ratings downgraded:

Corporate Family to B3 from B2

Probability of default to B3-PD from B2-PD

$80 million secured revolving credit to B2 (LGD-3) from B1
(LGD-3)

$155 million secured term loan to B2 (LGD-3) from B1 (LGD-3)

The last rating action was on July 3, 2013 at which time the
company's then B2 CFR was affirmed upon an up-sizing of the
company's bank credit facilities.

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.

Sabre Industries, Inc., headquartered in Alvarado, TX,
manufactures and services towers, poles, shelters and related
transmission structures used in the wireless communications and
electric transmission and distribution industries. Annual revenue
in fiscal 2014 (April) was approximately $695 million.


SEGA BIOFUELS: Plan Confirmation Hearing Continued to July 31
-------------------------------------------------------------
The Bankruptcy Court continued until July 31, 2014, at 10:30 a.m.,
the hearing to consider the confirmation of SEGA Biofuels, LLC's
Amended Chapter 11 Plan dated May 2, 2014.  Objections, if any,
are due July 17.

The Debtor's case docket stated that if no timely objections are
filed, the matter will be removed from the calendar and the Court
will enter an order confirming the Debtor's plan.

As reported in the Troubled Company Reporter on May 26, 2014, the
Amended Plan proposes to pay creditors in full.  The Debtor
estimates that claims will total $19,331,457, with secured claims
totaling $11,897,747 and general unsecured claims totaling
$1,804,710.  The Amended Plan also contains agreements with
certain parties-in-interest, including Logistec USA, Inc., which
provides storage and handling services to the Debtor; Ogle
Engineering; James Huntley; and United Forest Products.

The Debtor said it will be unable to make payments due under its
agreement with Logistec but that it is negotiating another
agreement with the service provider, which agreement is
anticipated to be in place by the time the of Plan confirmation.
The Debtor added that it will extend the proceedings related to
its objection to the claim of Ogle Engineering and James Huntley
to allow for the parties to determine which amounts in the claims
filed may be substantiated to the satisfaction of the Debtor.  It
is possible that some or all of the claims of these creditors will
be allowed and will become part of the group of general unsecured
claims.

United Forest filed a claim in an unspecified amount.  The Debtor
agreed that United Forest may file an amended proof of claim in
the amount of $73,722, and that the Debtor will not object to that
amended claim becoming part of the Class of General Unsecured
Claims.

The Debtor has obtained Court authority to enter into a premium
finance agreement with Premium Assignment Corporation, which
agreement provides for the financing of the insurance premiums to
be paid for the Debtor's insurance policies.  The policies will
bear a total premium of $156,000.  PAC is granted a first and only
priority security interest in (i) all unearned premiums and
dividends which may become payable under the financed insurance
policies for whatever reason; and (ii) loss payments which reduce
the unearned premiums, subject to any mortgage or loss payee
interests.  The Bankruptcy Court, separately, issued an order
granting the motion of Deere Credit, Inc., to reinstate the
consent order requiring the Debtor to cure default and to assume
or reject lease between the Debtor and Deere.

A full-text copy of the May 2 Amended Disclosure Statement is
available at http://bankrupt.com/misc/SEGAds0502.pdf

                       About Sega Biofuels

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

C. James McCallar, Jr., Esq., at McCallar Law Firm, in Savannah,
Georgia.

The U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SUMMIT MIDSTREAM: Moody's Assigns B3 Rating on $300MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Summit Midstream
Holdings, LLC's and co-issuer Summit Midstream Finance Corp.'s
proposed $300 million of senior unsecured notes due 2022. Summit's
other ratings and stable outlook were unchanged. Net proceeds from
this offering will be used to repay indebtedness outstanding under
its senior secured revolving credit facility.

"While this offering will provide some permanent financing to re-
align its capital structure, Moody's expects Summit to continue
its strategy of growing in size and scale through future drop-
downs, to be likely funded with a moderate mix of debt and equity
funding," said Amol Joshi, Moody's Vice President.

Issuer: Summit Midstream Holdings, LLC

Assignments:

$300 million senior notes, assigned B3 (LGD5)

Ratings Rationale

The new senior notes due 2022 are rated B3, the same as the
company's existing notes given they will rank equally in right of
payment and have the same guarantor arrangement. These notes are
rated two notches below Summit's B1 Corporate Family Rating (CFR)
under Moody's Loss Given Default Methodology because of the
priority claim of its $700 million senior secured revolving credit
facility.

The outlook is stable based on the expected sustainability of
Summit's fee-based cash flow stream, whose contract-based
structures largely negate volume risk through the substantial
presence of minimum volume commitments and acreage dedications.
Moody's expect that Summit will likely absorb additional
dropdowns, but that a conservative mix of debt and equity funding
will be used to finance the dropdowns, as has been the case to
date.

An upgrade could be considered based on the extent and composition
of future asset growth, and as annual EBITDA grows to exceed $250
million, contingent upon leverage remaining under 4.0x. A negative
rating action or downgrade is unlikely in 2014 given Summit's
projected adequate liquidity and growth prospects. However, if
future dropdowns result in leverage exceeding 5.0x on a sustained
basis or if an aggressive growth strategy materially exposes the
company to undue execution risk, or to increased commodity price
or volume risk, a downgrade is possible.

The principal methodology used in this rating was Global Midstream
Energy Methodology 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 Dallas, Texas, Summit Midstream Partners, LP is a
midstream company primarily engaged in natural gas gathering,
treating and processing.


TACTICAL INTERMEDIATE: Files for Ch. 11 to Quickly Sell Assets
--------------------------------------------------------------
Private equity-controlled Tactical Intermediate Holdings, Inc., a
supplier of combat boots and apparel for the U.S. military and
other agencies, sought Chapter 11 protection with plans to quickly
sell its assets.

Tactical and its affiliates marketed their military boots business
and Massif flame resistant apparel business prepetition.  The
Debtors received various offers for substantially all of their
assets, either in whole or in parts.  During the Chapter 11 cases,
the Debtors intend to sell their two business lines separately to
realize the most value available under the circumstances.  The
Debtors say they need to complete these sales on an expedited
basis to avoid a likely shut down in operations.

After consultation with their advisors and their secured lenders,
the Debtors selected the proposal from an entity formed by Sun
Capital Partners Group V, LLC, to serve as stalking horse bid for
Massif's assets.  Massif Apparel Enterprises, LLC, the Sun Capital
entity, is offering to pay $13 million, comprised of an $8 million
cash purchase price together with adjustments plus a $5 million
contingency payment for Massif's assets.  Should there be rival
bids submitted for the Massif assets by the Aug. 19, 2014 proposed
deadline, the Debtors intend to conduct an auction by Aug. 22.

The Debtors have filed a separate motion to sell their footwear
business assets or the non-Massif assets, although the Debtors
have not yet reached a deal with a buyer for the assets.  The
Debtors' proposed timeline is to conduct the bidding procedures
hearing on or before July 21, 2014, in an effort to sell the
footwear assets as a going concern and conduct an auction and sale
hearing by July 31.  Should it appear unlikely by the July 21,
2014 hearing that a going concern sale is no longer possible, the
Debtors may suggest a longer period of time before an auction is
held.

The Debtors have filed a Chapter 11 plan of liquidation.  The Plan
is a waterfall plan and the proceeds of the sales will be applied
in the order of absolute priority.  The Plan contemplates that the
assets of the estates at the time of confirmation will remain
property of the Debtors' estates and be subject to administration
by a plan administrator.

The Debtors have entered into a plan support agreement with senior
secured lender, Wells Fargo Bank N.A., and the second lien lender,
GGC Tactical Debt Holdings, LLC, in order to ensure their smooth
and timely completion of this restructuring.

                           Milestones

The Debtor's liquidating plan, the plan support agreement, and the
proposed debtor-in-possession financing all contemplate milestones
to ensure that the case progresses and that the maximum value for
creditors is captured and preserved through this process.  The
Debtors' failure to meet such milestones would result in a breach
of the debtor-in-possession financing and in turn breach the plan
support agreement.

More specifically, the milestones contemplate as follows:

   -- The commencement of the Chapter 11 cases by July 8, 2014;

   -- The filing on the Petition Date of:

        * A sale motion relating to Footwear;
        * A sale procedures motion relating to Footwear;
        * A sale motion relating to Massif;
        * A sale procedures order relating to Massif; and
        * A plan of liquidation and a disclosure statement;

   -- The entry of bidding procedures orders relating to Footwear
      and Massif by August 5, 2014;

   -- The entry of sale orders relating to Footwear and Massif by
      Aug. 27, 2014; and

   -- Closing of the Footwear and Massif sales by Sept. 12, 2014.

                      Road to Bankruptcy

"Today is the result of a culmination of events that created a
perfect storm for these Debtors and necessitated the filing of
these cases," Carlin Adrianopoli, the CRO, said in a July 8
filing.

According to Mr. Adrianopoli, while the Debtors have experienced
financial difficulties in the past, in October 2012 the Debtors
effectuated a comprehensive out of court restructuring that was
supported by the Debtors' senior secured lender, the Debtors'
second lien lender, GGC Tactical Debt Holdings, LLC, the Debtors'
ultimate equity holders, affiliates of Golden Gate Capital -- the
"Sponsor" -- and certain minority owners in Massif Holdings LLC.
The out of court restructuring provided the Debtors with necessary
liquidity through a new second lien loan from the affiliates of
the Sponsor, a modification of the Debtors' first lien facility
with Wells Fargo to ensure operating breathing room through
borrowing base enhancements and covenant relief, and the
elimination of approximately $18 million in an earnout liability
of the B Holders, of which $9 million was past due at the time.

Following the Debtors' out-of-court restructuring in 2012, plant
inefficiencies, manufacturing concerns, reduced military
purchases, and difficulty with government contracts has led to a
run on operating margins and tremendous stress on liquidity.  This
has necessitated modifications to the Debtors' facility with Wells
Fargo on several occasions during the last year.

Additionally, since the summer of 2012, Wellco Group has
cooperated fully with investigations by the Department of Homeland
Security ("DHS"), the Department of Treasury, Office of Foreign
Asset Control ("OFAC") and the Department of Defense (the "DOD").
These investigations have pressured liquidity and impacted the
Debtors' day-to-day operations.

The first investigation involved DHS and OFAC subpoenas served on
or about July 26 and Sept. 12, 2012 respectively.  The subpoenas
both sought information about a transaction between Wellco and an
entity allegedly located in Zimbabwe.  After conducting an
internal inquiry and searching for responsive materials, Wellco
cooperated and provided documents and information in response to
the government's subpoenas.  Additionally, on Jan. 18, 2013,
Wellco provided a detailed written submission to OFAC.  Pursuant
to its Cautionary Letter, date July 17, 2013, OFAC concluded its
investigation and did not impose sanctions or penalties against
Wellco.  Wellco is working with OFAC to obtain the seized funds or
the boots.

The second investigation also involved DHS, beginning with a
subpoena that was served on counsel for Wellco on or about May 20,
2013.  DHS, later joined by DOD and other military investigators,
sought information about the country of origin for several Wellco
boot styles that were produced and sold between 2008 to 2012.
Wellco has cooperated fully with the government's investigation
by, among other things, producing voluminous documents, making 13
current employees available for interviews, voluntarily leading
investigators on a tour of the Morristown, Tenn. facilities and
voluntarily placing more than 40,000 pairs of boots into
quarantine.

Wellco, through counsel, is in regular contract with the
government's investigators, has advised the investigators of
Wellco's difficult financial situation, and is working toward
resolution of the government's investigation.  Wellco's
cooperation in these investigations, however, has increased
expenses and demands on personnel.  For example, Wellco has
devoted significant resources to pursuing its internal
investigation and document review efforts.  Also, Wellco's
voluntary quarantine of over 40,000 pairs of boots has meant that
these boots are not available for sale.  Wellco is working with
the government to identify subsets of the quarantined boot styles
that may be cleared for sale, but this process has proved to be
difficult, labor intensive, and time-consuming.  THO has also
developed a comprehensive compliance program for all of the
operating entities.

Mr. Adrianopoli avers that the two government investigations have
imposed a significant liquidity strain on the Debtors.  Moreover,
the pending investigation and uncertainties as to its outcome have
negatively impacted the Debtors ability to obtain additional
financing and/or to engage in transactions outside of a formal
chapter 11 process.

Massif has leveraged its products to be a main provider on a
significant number of its contracts.  Massif projects current year
revenue from these main government contracts to comprise over 80%
of its total revenue.  The Debtors have been engaged in marketing
Massif since late 2013.  The original intent was to effectuate an
out of court sale or investment.  Due to the recent performance of
Massif, and the inability to meet financial projections from
continued customer purchase reductions and government camouflage
pattern changeover delays, the original expressions of interest
declined significantly in value.

According to Mr. Adrianopoli, both Footwear and Massif have a
significant amount of their business with governmental entities
and thus are subject to large swings in revenue and profit based
upon the impact of current events, foreign policy, and the
preferences within individual governmental programs.  The Debtors
have experienced a confluence of multiple negative events that
have pushed against the profitability of the Debtors and
challenged their liquidity position, necessitating this
restructuring.

                       First Day Motions

Aside from the sale motions, the Debtors on the Petition Date
filed with the bankruptcy court motions to, among other things,
continue operating their cash management system, pay prepetition
employee wages, continue prepetition insurance coverage, and pay
certain taxes and fees, prohibit utilities from discontinuing
service, maintain customer programs, pay prepetition claims of
lien claimants, pay critical vendors, and access DIP financing.

                   About Tactical Intermediate

Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").

Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco").  Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers.  Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.

Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited.  Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.

Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.

Judge Kevin Gross is assigned to the Chapter 11 cases.  The
Debtors have requested joint administration of the cases under
Case No. 14-11659.

The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk as
claims and noticing agent.

The stalking horse purchaser for the Massif assets can be reached
at:

         Massif Apparel Enterprises, LLC
         c/o Sun Capital Partners Group V, LLC
         5200 Town Center Circle, Suite 600
         Boca Raton, FL 33486
         Attn: William James, Jr.
         E-mail: wjames@suncappart.com

Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by:

         Corey Fox, Esq.
         Brad Weiland, Esq.
         Gregory F. Fesce, Esq.
         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, IL 60654
         E-mail: corey.fox@kirkland.com
                 Brad.weiland@kirkland.com
                 Gregory.pesce@kirkland.com


TACTICAL INTERMEDIATE: Section 341(a) Meeting Set on August 26
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Tactical
Intermediate Holdings, Inc., will be held on Aug. 26, 2014, at
10:00 a.m.

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.

                   About Tactical Intermediate

Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").

Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco").  Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers.  Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.

Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited.  Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.

Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.

Judge Kevin Gross is assigned to the Chapter 11 cases.  The
Debtors have requested joint administration of the cases under
Case No. 14-11659.

The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk as
claims and noticing agent.


TACTICAL INTERMEDIATE: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                     Case No.
      ------                                     --------
      Tactical Intermediate Holdings, Inc.       14-11659
      5968 Commerce Blvd.
      Morristown, TN 37814

      Tactical Holdings Operations, Inc.         14-11660

      Wellco Enterprises, Inc.                   14-11661

      Ro-Search Incorporated                     14-11662

      Mo-Ka Shoe Corporation                     14-11663

      Altama Delta Corporation                   14-11664

      Altama Delta (Puerto Rico) Corporation     14-11665

      Massif Holding, LLC                        14-11666

      Massif Mountain Gear Company L.L.C.        14-11667

Type of Business: The Debtors' operations are comprised of two
                  major lines of business, a fabric and clothing
                  business and a footwear business.

Chapter 11 Petition Date: July 8, 2014

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

Judge: Hon. Kevin Gross

Debtors' Counsel:     Domenic E. Pacitti, Esq.
                      Michael W. Yurkewicz, Esq.
                      KLEHR HARRISON HARVEY BRANZBURG LLP
                      919 Market Street, Suite 1000
                      Wilmington, DE 19801
                      Tel: 302-552-5511
                      Fax: 302-426-9193
                      Email: dpacitti@klehr.com
                             myurkewicz@klehr.com

                         - and -

                      Morton R. Branzburg, Esq.
                      KLEHR HARRISON HARVEY BRANZBURG LLP
                      1835 Market Street, Suite 1400
                      Philadelphia, PA 19103
                      Tel: 215.569.2700
                      Fax: 215.568.6603
                      Email: mbranzburg@klehr.com

Debtors'              FTI CONSULTING, INC.
Financial             227 West Monroe Street, Suite 900
Advisor:              Chicago, IL 60606
                      Tel: 312.759.8100
                      Fax: 312.759.8119

Debtors'              HOULIHAN LOKEY CAPITAL, INC.
Investment
Banker:

Debtors'              PRIMECLERK LLC
Claims and
Noticing Agent:

Tactical Intermediate's
Estimated Assets: $0 to $50,000

Tactical Intermediate's
Estimated Liabilities: $50 million to $100 million

The petitions were signed by Carlin Adrianopoli, chief
restructuring officer.

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
Kirkland & Ellis LLP                    Legal          $2,064,259
Joshua A. Sussberg
601 Lexington Avenue
New York, NY 10022-4611
Email: joshua.sussberg@kirkland.com
Fax: 212-446-4829
Tel: 212-446-6460

Antex Knitting Mills                    Trade Debt       $776,208
Becky Acosta
3750 S. Broadway Place
Los Angeles, CA 90007
Email: becky@antexknitting.com
Fax: 323-233-7751
Tel: 323-232-2061

W.L. Gore & Associates, Inc.            Trade Debt       $695,230
Robert Lundquist
551 Papermill Road
Newark, DE 19711
Email: collegerecruiting@wlgalore.com
Fax: 410-506-7633
Tel: 410-506-7787

S.B. Foot Tanning Company               Trade Debt       $654,310
CM 9420
St. Paul, MN 55170-9420
Email: sales@sbfoot.com
Fax: 651-388-8054
Tel: 651-388-4731

Tasman Leather Group, LLC               Trade Debt       $581,983
9 Main Street
P.O. Box 400
Hartland, ME 04043
Email: info@tasmanindustries.com
Fax: 207-938-5100
Tel: 207-553-3700

Puerto Rico Industrial Development      Grant/Loan       $472,423
Company (PRIDCO)                        & rent
PO Box 362350
Email: jamille_muriente@pridco.pr.gob
Fax: 787-754-5028
Tel: 787-758-4747

Vibram USA, Inc.                        Trade Debt       $443,707
Bill Ellis
18 School Street
North Brookfield, MA 01535
Email: bill.ellis@vibramusa.com
Fax: 508-867-4600
Tel: 800-325-5022

CAPPS Shoe Company                      Trade Debt       $335,954
260 Fastener DR
Lynchburg, VA 24502
Email: salesinfo@capps-shoe.com
Fax: 434-528-3514
Tel: 434-528-3213

Travel Leather Company, Inc.            Trade Debt       $200,798

CaribEx Worldwide                       Trade Debt       $173,048

Lakeway Container, Inc.                 Trade Debt       $138,695

Stanbee Co., Inc.                       Trade Debt       $138,539

Manpower Inc.                           Tem Labor        $104,281

Evercapital Shoes Limited               Trade Debt        $90,268

Jade Apparel Inc.                       Trade Debt        $88,974

Vulcan Corporation                      Trade Debt        $86,338

A. Lyons & Co., Inc.                    Trade Debt        $82,004

Synergy Manufacturing                   Trade Debt        $66,280

Enefco International, Inc.              Trade Debt        $50,471
(GlobalDie)

Compounding Solutions LLC               Trade Debt        $46,770

Huntsman Polyurethanes                  Trade Debt        $45,275
(Huntsman International LLC)

Solcum Adhesives Corporation            Trade Debt        $44,073

DACHSER Transport of America Inc.       Trade Debt        $41,037
(DACHSER USA)

McAllister & Quinn                      Legal             $40,087

Collt Manufacturing, Inc.               Trade Debt        $38,793

Emtexglobal                             Trade Debt        $38,354

American & Schoen Machinery Company     Trade Debt        $37,458

G. Goldberg Co., Inc.                   Trade Debt        $36,865

Rhode Island Textile Company            Trade Debt        $34,184

TDS Exhibits, Inc.                      Trade Debt        $31,982


TTC PLAZA: Aug. 4 Trial in Avoidance Suit Against Wu et al.
-----------------------------------------------------------
Randy Williams, chapter 7 trustee for TTC Plaza, LP, filed an
amended complaint, seeking to recover allegedly fraudulent
transfers made by the Debtor against Defendants Chung Hua Wu,
United Wu, LP, Mundo Mex, Inc., Mohamed A Sohani, and Harwin
Bintliff Center, Inc., Barney River Investments, Inc., Hussainali
Ali, Zubee 786 Investment, Inc., and Zubeda Ali. (Case No. 13-
03261).

On April 8, 2014, the Court issued an order severing defendants
Mohammed A. Sohani and Harwin Bintliff Center, Inc. (HBC) from
this adversary proceeding. (Case No. 14-03114).  On April 29,
2014, the Court approved a settlement between Randy Williams and
defendants Sohani and HBC.  Accordingly, the remaining defendants
in this adversary proceeding are Wu, United Wu, LP, Mundo Mex,
Inc., Barney River Investments, Inc., Hussainali Ali, Zubee 786
Investment, Inc., and Zubeda Ali.

The Court held a trial on the issue of insolvency on April 17,
2014.  At the beginning of the hearing, Mr. Wu stipulated that TTC
was insolvent during 2010 and 2011.  Defendants Barney River
Investments and Zubee 786 Investment, Inc. are the only parties
challenging insolvency.  The only alleged fraudulent transfer with
regards to these defendants occurred on March 3, 2011.

TTC Plaza owned a retail strip center located at 7250 Harwin
Drive, Houston, Texas.  On May 26, 2006, TTC Plaza sold the Harwin
Retail Center to HBC.  As part of the sale, HBC executed a
promissory note payable to TTC Plaza in the amount of $790,000.00
(the "Harwin Note").  Mr. Sohani (president of HBC) personally
executed a promissory note payable to TTC Plaza in the amount of
$300,000 (the "Sohani Note").  Both notes were secured by a deed
of trust in the Harwin Retail Center.

Mundo Mex was the general partner of TTC Plaza.  Chung Hua ("Wu"),
was the President, Director, and sole shareholder of Mundo Mex. Wu
also served as an officer, director, and shareholder of New Vargo
LLC.

On June 16, 2006, Wu caused New Vargo to be formed to purchase,
own, and operate Vargo's Restaurant.  On June 23, 2006, TTC Plaza
purchased the real property and improvements located at 2401
Fondren Drive, Houston, Texas 77063, which had been the site of
Vargo's Restaurant since 1965.  TTC Plaza financed its purchase by
executing a promissory note payable to Capital One in the amount
of $4,998,000.  TTC Plaza leased the property to New Vargo for its
operation of Vargo's Restaurant.

On April 15, 2009, TTC settled the Sohani Note by accepting a lump
sum payment of $193,000 from HBC.  At the time of the settlement,
the Sohani Note had a balance of approximately $288,252.

In September 2011, New Vargo was financially unable to operate the
restaurant business and it abandoned its lease with TTC Plaza.  In
the fall of 2011, Capital One refused to renew the Capital One
Note owed by TTC Plaza and it noticed a foreclosure sale of
Vargo's Restaurant for October 4, 2011.  On the eve of the
foreclosure sale, TTC filed its voluntary petition under Chapter
11 of the Bankruptcy Code.

Hussainali A. Ali, is the president, director, and shareholder of
Barney River. Zubeda K. Ali, is the president, director, and
shareholder of Zubee 786 Investment, Inc.

On March 3, 2011, TTC Plaza sold the Harwin Note to Barney River
Investments, Inc. and Zubee 786 Investment, Inc.  Mr. Williams
claims that TTC sold the Note for $250,000 and the defendants
claim that they paid $360,000.  At the time of the sale, the
Harwin Note had a balance of $730,582.  TTC Plaza retained the
option to repurchase the note at any time prior to March 1, 2012
for $420,000.  TTC did not exercise its option to repurchase.

In a decision on July 7, 2014, Bankruptcy Judge Marvin Isgur held
that TTC Plaza was balance sheet insolvent at the time of the
March 3, 2011 transfer and became even more insolvent as a result
of the transfer.  The Court will conduct a trial on whether the
transfer is avoidable on August 4, 2014 at 9:00 am.

The case is, RANDY W. WILLIAMS, Plaintiff(s), v. CHUNG HUA WU, et
al., Defendant(s), Adv. Proc. No. 13-03261 (Bankr. S.D. Tex.).  A
copy of the Court's July 7, 2014 Memorandum Opinion is available
at http://is.gd/hdG26Hfrom Leagle.com.

TTC Plaza L.P. filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-38381) on Oct. 3, 2011, before Judge Marvin Isgur.
Jack Nicholas Fuerst, Esq., in Houston, Texas, represents the
Debtor.  The Debtor scheduled assets of $12,016,768 and
liabilities of $5,312,263. The petition was signed by William Wu,
managing partner.

The Troubled Company Reporter on May 11, 2012, reported that Judge
Isgur ordered the conversion of the Chapter 11 case to one under
Chapter 7.


USEC INC: Settles Joint Venture Dispute With Babcox & Wilcox
------------------------------------------------------------
USEC Inc. is seeking court approval for a deal that would resolve
disputes stemming from a joint venture that was established when
it shifted focus from its gaseous diffusion plants to developing
its American Centrifuge Project in Ohio.

The joint venture company was established by American Centrifuge
Holdings, LLC and Babcox & Wilcox Technical Services Group, Inc.
to manufacture and assemble AC100 centrifuge machines.  It was
part of USEC's effort to move from gaseous diffusion technology to
gas centrifuge technology.

Under the settlement, the joint venture company will pay Babcock &
Wilcox Co. more than $3.34 million, of which $2.89 million will be
paid immediately after approval of the deal.

The joint venture company will pay the remaining amount pursuant
to a labor agreement it made recently with Babcox & Wilcox
Technical.  Under the contract,  Babcox & Wilcox Technical agreed
to assist the joint venture company in completing demobilization
activities through the provision of personnel.

A full-text copy of the settlement agreement is available without
charge at http://is.gd/12ztey

U.S. Bankruptcy Judge Christopher Sontchi will hold a hearing on
August 5 to consider approval of the proposed settlement.
Objections are due by July 11.

                          About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


USEC INC: Has Until Oct. 1 to Decide on Unexpired Leases
--------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has given USEC Inc.
until October 1 to either assume or reject its leases of
nonresidential real property.

                          About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


VERSO PAPER: S&P Lowers CCR to 'CC' on Potential Selective Default
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Memphis, Tenn.-based Verso Paper Holdings LLC to 'CC'
from 'CCC'.  The outlook is negative.

Concurrently, S&P took the following actions on the company's
issue-level ratings:

   -- Lowered the issue-level rating on the $150 million asset-
      based loan (ABL) facility due 2017 to 'CCC' from 'B-' and
      maintained the '1' recovery rating;

   -- Lowered the issue-level rating on the $50 million cash flow
      revolving credit facility due 2017 to 'CC' from 'CCC' and
      maintained the '3' recovery rating;

   -- Lowered the issue level rating on the $417.9 million first-
      lien notes due 2019 to 'CC' from 'CCC' and maintained the
      '3' recovery rating;

   -- Lowered the issue level rating on the $271.6 million senior
      secured notes due 2019 to 'C' from 'CC' and maintained the
      '6' recovery rating; and

   -- Lowered the issue level rating on the $396 million senior
      secured second-priority notes and $300 million senior
      subordinated notes to 'C' from 'CC' and maintained the '6'
      recovery rating.

"The rating action reflects the announcement that the company
plans to conduct a two-part exchange for its senior secured
second-priority notes and senior subordinated notes," said
Standard & Poor's credit analyst David Kuntz.

The first part will be the exchange of old senior secured second-
priority notes and senior subordinated notes to new senior secured
second-priority notes and senior subordinated notes on or about
Aug. 1, 2014.  At the time, certain noteholders that tender after
midnight (New York City time) on July 16, 2014, would receive less
than their original principal payment.  In addition, any accrued
and unpaid interest will not be paid on both obligations.  The
second exchange will occur simultaneously with the consummation of
the merger with NewPage Holdings Inc., where both senior secured
second-priority and senior subordinated noteholders will realize
meaningful reductions in principal.  S&P treats these transactions
as tantamount to a default, given the company's current financial
condition and since the investors are receiving less than the
original promise of the original security.

The "vulnerable" business risk profile reflects S&P's view that
Verso Paper faces significant risks associated with North American
coated paper markets, which are subject to periods of overcapacity
and structurally declining demand.  The "highly leveraged"
financial risk profile reflects S&P's expectation for further
EBITDA declines.  S&P assess Verso Paper's liquidity as "less than
adequate" because it believes there is the potential for
shortfalls absent the sale of nonstrategic assets.

S&P's rating outlook is negative.  S&P intends to lower the
corporate credit rating to 'SD' and the affected issue-level
ratings to 'D' on completion of the first distressed exchange
offer.  S&P believes this will occur on or about Aug. 1, 2014.
Subsequently, S&P would assign a corporate credit rating and
outlook that would reflect the consummation of the Verso and
NewPage merger.  This will incorporate S&P's view of the combined
company's business and financial risk profile, including the
benefit from the proposed debt exchange.


VETS FOR PETS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

         Debtor                                 Case No.
         ------                                 --------
         Vets for Pets Cream Ridge, Inc.        14-24003
            aka Cream Ridge Pet Care Center
         820 Monmouth Road
         Cream Ridge, NJ 08514

         Hope Veterinary Associates, LLC        14-24009
         820 Monmouth Road
         Cream Ridge, NJ 08514

Nature of Business: Veterinary Practice


Chapter 11 Petition Date: July 8, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Kathryn C. Ferguson

Debtors' Counsel: Thaddeus R. Maciag, Esq.
                  MACIAG LAW, LLC
                  475 Wall Street
                  Princeton, NJ 08540
                  Tel: (908) 704-8800
                  Fax: (908) 704-8804
                  Email: MaciagLaw1@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petitions was signed by Dr. Ajaz Rashid, D.V.M.,
president/CEO.

A list of Vets for Pets's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-24003.pdf

A list of Hope Veterinary's 13 largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-24009.pdf


WABASH NATIONAL: S&P Raises CCR to 'BB-' on Improved Profits
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Lafayette, Ind.-based Wabash National Corp., including the
corporate credit rating, which S&P raised to 'BB-' from 'B'.  The
outlook is stable.

At the same time, S&P revised its senior secured issue rating on
the company's term loan to 'BB-' from 'B+'.  The recovery rating
remains a '4', indicating S&P's expectation of average (30% to
50%) recovery for debtholders in the event of a payment default.

"The upgrade reflects recent development in Wabash's diversified
products segment, which has improved overall profitability,
contributed to increased cash flow, and brought about greater end-
market diversity," said Standard & Poor's credit analyst Larry
Orlowski.  "The ratings also reflect the company's solid credit
metrics, including debt to EBITDA of 2.5x and free operating cash
flow to debt of 29% at the end of 2013.  We estimate Wabash's
ratio of debt to EBITDA will remain below 4.0x and FOCF to debt
will stay above 10% in 2014."


WALTER ENERGY: $320MM Notes Add-on No Impact on S&P's 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' issue-level
rating and '2' recovery rating on U.S.-based coal producer Walter
Energy Inc.'s 9.5% senior secured first-lien notes due 2019 are
unaffected by the company's proposed $320 million add-on.  S&P's
'2' recovery rating indicates substantial (70% to 90%) recovery in
the event of a payment default.  Walter intends to use the
proceeds from the notes to repay debt outstanding under its
revolving credit facility and to pay related fees and expenses.
As of March 31, 2014, Walter had about $43 million of standby
letters of credit outstanding under the facility.  Pro forma for
the note issuance, the company will have about $3.25 billion of
total reported debt.

S&P's corporate credit rating on Walter is 'CCC+', and the outlook
is negative.  The company is a Southern Appalachian metallurgical
(met) coal producer based in Birmingham, Ala.  S&P assess its
business risk profile as "weak" and financial risk profile as
"highly leveraged."  The negative outlook reflects S&P's
expectation that weak met coal market conditions will persist over
the next 12 months, which will pressure the company's liquidity
position.  S&P also expects very weak credit measures in 2014,
with debt leverage above 20x and EBITDA interest coverage of less
than 1x in 2014.

Ratings List

Walter Energy Inc.
   Corporate Credit Rating                     CCC+/Negative/--

New Rating

Walter Energy Inc.
$970 mil sr secd 1st-lien nts due 2019        B-


WALTER ENERGY: Moody's Assigns 'B3' Rating on New $320MM Notes
--------------------------------------------------------------
Moody's assigned a B3 rating to the new $320 million notes
proposed to be issued by Walter Energy, Inc. as an add-on to the
existing first-lien 9.500% Senior Secured Notes due 2019, and
affirmed the B3 rating on the amended revolving credit facility
and the existing first-lien debt. At the same time, Moody's
downgraded the corporate family rating (CFR) to Caa2 from Caa1,
probability of default rating to Caa2-PD from Caa1-PD, $350
million second lien notes to Caa3 from Caa1, and senior unsecured
debt rating to Caa3 from Caa2. Moody's also affirmed the SGL-4
speculative grade liquidity rating. The outlook is stable.

The proceeds from the debt offering, less any fees and expenses,
are expected to be used to increase cash on balance sheet.
Subsequent to the transaction, the total revolver capacity will be
reduced to $77 million from the original $314 million, with $43
million utilized at closing for letters of credit. Going forward,
revolver commitments will most likely be predominantly used for
letters of credit and will expire in 2016 and 2017. The nearest
term debt maturity is $978 million in term loans due in 2018.

Issuer: Walter Energy, Inc.

Assignments:

  Add on Senior Secured Regular Bond/Debenture Oct 15, 2019,
  Assigned B3, LGD2

Affirmations:

  Senior Secured Bank Credit Facility, Affirmed B3, LGD2

  Senior Secured Regular Bond/Debenture Oct 15, 2019, Affirmed
  B3, LGD2

  Speculative Grade Liquidity Rating, Affirmed SGL-4

Downgrades:

  Corporate Family Rating, Downgraded to Caa2 from Caa1

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

  Senior Secured Regular Bond/Debenture Apr 1, 2020, Downgraded
  to Caa3, LGD4 from Caa1, LGD3

  Senior Unsecured Regular Bond/Debenture Apr 15, 2021,
  Downgraded to Caa3, LGD5 from Caa2, LGD4

  Senior Unsecured Regular Bond/Debenture Dec 15, 2020,
  Downgraded to Caa3, LGD5 from Caa2, LGD4

Outlook Actions:

Outlook, Remains Stable

Ratings Rationale

Although Moody's believe that the proposed transaction improves
the company's liquidity position by increasing their cash balance,
the SGL-4 speculative grade liquidity rating remains unchanged
given the decrease in revolver availability and our expectation
that the company will burn roughly $300 million of cash over the
next twelve months if current prices persist. Pro-forma for the
transaction, Walter would have over $700 million in cash as of
March 31, 2014; but Moody's expect any cash draws on the revolver
to be restricted by the springing first-lien leverage ratio.

The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away. The double notch downgrade of
second-lien debt to Caa3 from Caa1 reflects the increase in first-
lien debt, which will have priority claim on collateral in the
event of bankruptcy. The B3 ratings on the first-lien senior
secured credit facilities and senior secured notes, two notches
above the Caa2 CFR, reflect their priority claim on collateral and
structural seniority to the unsecured notes and other unsecured
obligations of the company. The Caa3 ratings on the second-lien
and senior unsecured notes, one notch below the Caa2 CFR, reflect
contractual subordination to a substantial amount of first-lien
secured debt and accordingly a junior claim relative to these
obligations in the event of a restructuring.

The Caa2 CFR continues to reflect the difficulties of operating a
commodity-driven business in a protracted trough cycle environment
with an even higher leveraged balance sheet proforma for the
proposed transaction. The rating is also constrained by high
operating risk implied by heavy reliance on a few key coal mines
for the majority of earnings and cash flow, and limited trough-
cycle margin potential of the metallurgical coal assets in western
Canada. Success in implementing cost control programs, strong
potential earnings and cash flow on a mid-cycle basis, and the
value of the very cost competitive metallurgical coal assets in
Alabama support the rating.

The stable outlook anticipates that modest improvement in met coal
fundamentals in the next eighteen months will eventually drive
modest quarterly improvement in operating results and that the
company will maintain adequate liquidity to support operations.

Moody's could upgrade the rating with evidence that improvement in
spot met coal pricing will translate into positive free cash flow
on a sustained basis and a demonstrated willingness to reduce
debt.

Moody's could downgrade the rating with further deterioration in
market conditions or pricing, expectations for substantive erosion
in the company's cash position, or heightened concerns related to
the increased secured debt levels.

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

Walter Energy, Inc., is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas. Headquartered in Birmingham,
Alabama, the company generated $1.8 billion in revenue for the
last twelve months as of March 31, 2014.


WESTERN CAPITAL: Seeks to Modify Plan Post-Confirmation
-------------------------------------------------------
U.S. Bankruptcy Judge Michael Romero confirmed the Amended Plan of
Reorganization filed by Western Capital Partners LLC nunc pro tunc
to May 15, 2014.

The order was issued over the objections of creditor Richard J.
Samson to the confirmation of the amended plan.  Samson objected
to confirmation for the following three reasons: (1) under Section
1129(a)(3) the Amended Plan was not proposed in good faith and
lacks adequate means for implementation; (2) under Section
1123(a)(4), the Amended Plan unfairly discriminates among
unsecured creditors; and (3) under Section 1129(b) the Amended
Plan violates the absolute priority rule.

Western Capital has filed a motion asking the Bankruptcy Court to
modify its confirmed Amended Plan of Reorganization dated January
6, 2014

The Debtor requests that the Court enter an Order modifying the
Plan to provide that in Article VI, Paragraph 6.1(a), upon entry
of the Confirmation Order, title in the Debtor's assets, except
for the Litigation and the Litigation Proceeds will be transferred
from the bankruptcy estate to the Reorganized Debtor but that
Litigation and Litigation Proceeds will remain in the Debtor's
bankruptcy estate pending completion of the Litigation and payment
of the Litigation Proceeds to creditors as provided for in the
Plan.

Further, the Debtor requests that the Court enter an Order
modifying Article VI, Paragraph 6.1(b) to state that the
Reorganized Debtor, through its members, shall have the authority
and standing to pursue its Litigation and, if successful, to pay
the Debtor's allowed unsecured creditors and allowed secured
creditor claims from the Litigation Proceeds as provided for in
the Plan.

As confirmed by the Court, the Plan provides for title in the
Debtor's Assets to transfer from the bankruptcy estate to the
Reorganized Debtor (Article VI, Paragraph 6.1(a)).  The Plan
defines "Assets" as assets owned by the Debtor or the Estate.

Jeffrey Weinman, Esq., of Weinman & Associates, P.C., says that it
is not the intent of the Plan to strip the Litigation and
Litigation Proceeds of the protections of the Code.  The intent
and purpose is quite the opposite.  The central focus of all
contested matters in this case raised by Objector Richard J.
Samson is his desire to usurp and take control of that certain
Litigation asset of the estate known generally as the Sandoval
claim.  Samson believes this asset is his to compromise and settle
with Sandoval for his exclusive and pecuniary benefit.  Samson has
even sought stay relief to do so.  By contrast, the Debtor and
this Court have recognized that the Sandoval claim is an asset of
this estate, albeit contingent.  Moreover, it is one of the most
important assets around which the Debtor seeks to reorganize and
to pay legitimate unsecured creditors.

With his very recent motion for clarification, Samson has made it
clear that with Plan confirmation, he believes the automatic stay
does not apply to prevent him from usurping ownership and control
over the Sandoval claim.  It is likewise apparent that Samson's
motion for clarification was directed at ?clarifying?, from
Samson's perspective, that he should be free to usurp the Sandoval
claim for his exclusive benefit notwithstanding the Plan.  While
Samson's belief is erroneous, modification of the Plan is
necessary to "clarify" this issue for Samson and to avoid future
and unnecessary litigation in this Court or in other courts.

                  Samson Objects to Modification

Richard J. Samson, the Chapter 7 Trustee in the bankruptcy
proceeding of Edra D. Blixseth pending in the United States
Bankruptcy Court for the District of Montana, opposes the Debtor's
motion for post-confirmation modification to Amended Plan of
Reorganization and to continue the Automatic Stay.

According to Mr. Samson, the proposed amendment proposes to
construct a heretofore unknown bankruptcy contraption whereby
ownership of the Debtor's most important assets (the Litigation)
would not actually go to the Reorganized Debtor at confirmation,
but would instead remain with "the Estate," where they would be
protected by the automatic stay for an undetermined period of
time.  At the same time, the proposed amendment would expressly
vest in the Reorganized Debtor's constitutional standing actually
to prosecute that Litigation, directly and "through its members."

In other words, the proposed amendment, Mr. Samson relates, would
make clear that the Reorganized Debtor does not actually own or
hold any interest in the Litigation, but, pretending that it had
not just done that, would give the Reorganized Debtor standing to
litigate the Litigation as if it actually did own the Litigation.
The Debtor is constructing this device for the sole purpose of
attempting to prevent Samson from moving forward with a settlement
of the "Atigeo Litigation."

The Debtor, Mr. Samson points out, has cited no authority for the
fabrication of such a strange structure, and Samson does not
believe any exists.  As Samson pointed out in his motion for
clarification, it is nearly blackletter law that the estate
created under Section 541 of the Code terminates upon confirmation
of a Chapter 11 plan.

                     About Western Capital

Western Capital Partners LLC filed a Chapter 11 petition (Bankr.
D. Col. Case No. 13-15760) in Denver on April 10, 2013.  The
Englewood-based company estimated assets and debt of $10 million
to $50 million.  Judge Michael E. Romero presides over the case.

The Debtor is represented by Jeffrey A. Weinman, Esq., at Weinman
& Associates, P.C.  Eason Rohde, LLC, is litigation counsel to the
Debtor.  Strauss & Malk, LLP, is also litigation counsel to the
Debtor pertaining to a foreclosure case in the Circuit Court of
Cook County, Illinois.


* Big Banks' Living Wills Detail How To Avoid Bailouts
------------------------------------------------------
Ronald Orol, writing for The Deal, reported that critics of too-
big-to-fail banks should relax -- the largest financial
institutions won't cost taxpayers any money if they fail,
according to living wills by the 17 biggest financial
institutions.

According to the report, the documents are meant to be guides for
how these institutions would be wound down if they fail.  The
plans seek to help regulators and financial institutions limit the
damage from a big bank failure and avoid the kind of Chapter 11
filing submitted by Lehman Brothers in 2008 that helped drive a
global banking crisis, the report related.


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

In re Ali Reza Zargaran
   Bankr. S.D. Fla. Case No. 14-24390
      Chapter 11 Petition filed June 24, 2014

In re Nancy Vance
   Bankr. S.D. Fla. Case No. 14-24351
      Chapter 11 Petition filed June 24, 2014

In re The Ikonic Group
   Bankr. N.D. Ga. Case No. 14-62195
     Chapter 11 Petition filed June 24, 2014
         Filed as Pro Se

In re Lee Williams
   Bankr. N.D. Ill. Case No. 14-23337
      Chapter 11 Petition filed June 24, 2014

In re Milan Cesal and Guadalupe Cesal
   Bankr. N.D. Ill. Case No. 14-23498
      Chapter 11 Petition filed June 24, 2014

In re Foley Chemical and Machine Company
   Bankr. S.D. Ill. Case No. 14-31065
     Chapter 11 Petition filed June 24, 2014
         See http://bankrupt.com/misc/ilsb14-31065.pdf
         represented by: Jerry D. Graham, Jr, Esq.
                         J. D. GRAHAM, P.C.
                         E-mail: court@jdgrahamlaw.com

In re Hancock 112, LLC
   Bankr. D.N.J. Case No. 14-22969
     Chapter 11 Petition filed June 24, 2014
         See http://bankrupt.com/misc/njb14-22969.pdf
         represented by: Laurent W. Metzler, Esq.
                         METZLER & DESANTIS, LLP
                         E-mail: LWM@metzlerdesantis.com

In re Michael W. Filibeck
   Bankr. D. N.M. Case No. 14-11933
      Chapter 11 Petition filed June 24, 2014

In re Aseal, Inc.
        dba Mitchell Mobil
   Bankr. S.D. Ohio Case No. 14-12675
     Chapter 11 Petition filed June 24, 2014
         See http://bankrupt.com/misc/ohsb14-12675.pdf
         represented by: David A. Kruer, Esq.
                         DAVID KRUER & COMPANY, LLC
                         E-mail: dkandco@fuse.net

In re Tim D. Wilson
   Bankr. S.D. Tex. Case No. 14-33476
      Chapter 11 Petition filed June 24, 2014

In re Mark Wellington Gilbert and Susan Gwen Gilbert
   Bankr. E.D. Wash. Case No. 14-02357
      Chapter 11 Petition filed June 24, 2014

In re Ray Villesca Palma
   Bankr. E.D. Cal. Case No. 14-26936
      Chapter 11 Petition filed July 2, 2014

In re Phillip C. Booth, Jr. and Robin Booth
   Bankr. D. Md. Case No. 14-20598
      Chapter 11 Petition filed July 2, 2014

In re Capitale Ventures I, LLC
        dba Espace
   Bankr. S.D.N.Y. Case No. 14-11984
     Chapter 11 Petition filed July 2, 2014
         See http://bankrupt.com/misc/nysb14-11984.pdf
         represented by: Douglas J. Pick, Esq.
                         PICK & ZABICKI, LLP
                         E-mail: dpick@picklaw.net

In re 256-260 Limited Partnership
   Bankr. W.D.N.Y. Case No. 14-11582
     Chapter 11 Petition filed July 2, 2014
         See http://bankrupt.com/misc/nywb14-11582.pdf
         represented by: Arthur G. Baumeister, Jr., Esq.
                         AMIGONE, SANCHEZ, ET AL.
                         E-mail: abaumeister@amigonesanchez.com

In re Sandra Eaves Overbeck
   Bankr. E.D.N.C. Case No. 14-03809
      Chapter 11 Petition filed July 2, 2014

In re David Leon Campbell
   Bankr. E.D. Tenn. Case No. 14-12875
      Chapter 11 Petition filed July 2, 2014

In re Robert Dale Holmes
   Bankr. M.D. Tenn. Case No. 14-05300
      Chapter 11 Petition filed July 2, 2014

In re NP Gregorys, LLC
   Bankr. N.D. Tex. Case No. 14-33232
     Chapter 11 Petition filed July 2, 2014
         See http://bankrupt.com/misc/txnb14-33232.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Stuart Allen Meeks and Teri Vaughn Meeks
   Bankr. D. Ariz. Case No. 14-10334
      Chapter 11 Petition filed July 3, 2014

In re Daniel M. Prekker
   Bankr. C.D. Cal. Case No. 14-11442
      Chapter 11 Petition filed July 3, 2014

In re Jerome A. Jacques
   Bankr. C.D. Cal. Case No. 14-14154
      Chapter 11 Petition filed July 3, 2014

In re Servicentro Garcia, Inc.
   Bankr. S.D. Fla. Case No. 14-25261
     Chapter 11 Petition filed July 3, 2014
         See http://bankrupt.com/misc/flsb14-25261.pdf
         represented by: Peter D. Spindel, Esq.
                         E-mail: peterspindel@gmail.com

In re Jacobs & Son, Inc.
   Bankr. N.D. Ill. Case No. 14-24965
     Chapter 11 Petition filed July 3, 2014
         See http://bankrupt.com/misc/ilnb14-24965.pdf
         represented by: Keevan D. Morgan, Esq.
                         MORGAN & BLEY, LTD.
                         E-mail: kmorgan@morganandbleylimited.com

In re Shahla Nozary
   Bankr. D. Md. Case No. 14-20664
      Chapter 11 Petition filed July 3, 2014

In re MM 130 Bowery Rest. Corp.
   Bankr. S.D.N.Y. Case No. 14-11988
     Chapter 11 Petition filed July 3, 2014
         See http://bankrupt.com/misc/nysb14-11988.pdf
         represented by: David C. McGrail, Esq.
                         MCGRAIL & BENSINGER, LLP
                         E-mail: dmcgrail@mcgrailbensinger.com

In re Martin Tenenbaum
   Bankr. S.D.N.Y. Case No. 14-22961
      Chapter 11 Petition filed July 3, 2014

In re Roland R. Kosser
   Bankr. C.D. Cal. Case No. 14-22981
      Chapter 11 Petition filed July 7, 2014

In re William L. Comstock
   Bankr. N.D. Cal. Case No. 14-52892
      Chapter 11 Petition filed July 7, 2014

In re Cynthia Jeanne Simonson
   Bankr. S.D. Fla. Case No. 14-25407
      Chapter 11 Petition filed July 7, 2014

In re Leon Francis Hall
   Bankr. D. Kans. Case No. 14-21588
      Chapter 11 Petition filed July 7, 2014

In re O'Bar Development, Inc.
   Bankr. D. Mass. Case No. 14-30686
     Chapter 11 Petition filed July 7, 2014
         See http://bankrupt.com/misc/mab14-30686.pdf
         represented by: Henry E. Geberth, Jr., Esq.
                         HENDEL & COLLINS, P.C.
                         E-mail: hgeberth@hendelcollins.com

In re Performance Staging, Inc.
        dba Performance Event Services
   Bankr. E.D. Mich. Case No. 14-51212
     Chapter 11 Petition filed July 7, 2014
         See http://bankrupt.com/misc/mieb14-51212.pdf
         represented by: John C. Lange, Esq.
                         GOLD, LANGE & MAJOROS, P.C.
                         E-mail: jlange@glmpc.com

In re Charles Gallub
   Bankr. D.N.J. Case No. 14-23903
      Chapter 11 Petition filed July 7, 2014

In re Carlos E. Castillo
   Bankr. E.D.N.Y. Case No. 14-73072
      Chapter 11 Petition filed July 7, 2014

In re 200 Elmont Rd. Corp.
   Bankr. E.D.N.Y. Case No. 14-73079
     Chapter 11 Petition filed July 7, 2014
         See http://bankrupt.com/misc/nyeb14-73079.pdf
         Filed as Pro Se

In re Margaux International Inc.
   Bankr. E.D.N.Y. Case No. 14-73085
     Chapter 11 Petition filed July 7, 2014
         See http://bankrupt.com/misc/nyeb14-73085.pdf
         represented by: John M. Stravato, Esq.
                         E-mail: jmstravato@aol.com

In re Chong Sun Oh
   Bankr. S.D.N.Y. Case No. 14-22972
      Chapter 11 Petition filed July 7, 2014

In re Patricio Rodriguez Lopez and Eunice Maribel Lugo Mejias
   Bankr. D. P.R. Case No. 14-05570
      Chapter 11 Petition filed July 7, 2014

In re Charleston Transportation Leasing, LLC
   Bankr. D. S.C. Case No. 14-03859
     Chapter 11 Petition filed July 7, 2014
         See http://bankrupt.com/misc/scb14-03859.pdf
         represented by: D. Nathan Davis, Esq.
                         DAVIS LAW FIRM
                         E-mail: nathan@davislawsc.com

In re North Area Taxi, Inc.
   Bankr. D. S.C. Case No. 14-03860
     Chapter 11 Petition filed July 7, 2014
         See http://bankrupt.com/misc/scb14-03860.pdf
         represented by: D. Nathan Davis, Esq.
                         DAVIS LAW FIRM
                         E-mail: nathan@davislawsc.com

In re Phillip Edward Simpson, Sr.
   Bankr. M.D. Tenn. Case No. 14-05389
      Chapter 11 Petition filed July 7, 2014

In re Worley Properties
   Bankr. W.D. Tenn. Case No. 14-26880
     Chapter 11 Petition filed July 7, 2014
         See http://bankrupt.com/misc/tnwb14-26880.pdf
         represented by: Steven N. Douglass, Esq.
                         HARRIS SHELTON HANOVER WALSH, PLLC
                         E-mail: snd@harrisshelton.com
In re 5124 El Segundo Blvd., LLC
   Bankr. C.D. Cal. Case No. 14-23097
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/cacb14-23097.pdf
         represented by: Todd B. Becker, Esq.
                         LAW OFFICES OF TODD B. BECKER
                         E-mail: veloz@toddbeckerlaw.com

In re Jon H. Berkey
   Bankr. S.D. Cal. Case No. 14-05460
      Chapter 11 Petition filed July 8, 2014

In re Joseph L. Klun, Jr.
   Bankr. D. Colo. Case No. 14-19403
      Chapter 11 Petition filed July 8, 2014

In re Thomas A. Klun
   Bankr. D. Colo. Case No. 14-19405
      Chapter 11 Petition filed July 8, 2014

In re MAAA, LLC
   Bankr. D. Conn. Case No. 14-31301
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/ctb14-31301.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re James C. Campbell, Jr.
   Bankr. M.D. Fla. Case No. 14-03298
      Chapter 11 Petition filed July 8, 2014

In re Control and Automation Contractors, LLC
   Bankr. S.D. Fla. Case No. 14-25556
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/flsb14-25556.pdf
         represented by: Jonathan Y. Markhoff, Esq.
                         LAW OFFICE OF YONI MARKHOFF, P.A.
                         E-mail: bknotice@markhoffpa.com

In re Linda Graves Jelinek
   Bankr. N.D. Ill. Case No. 14-25220
      Chapter 11 Petition filed July 8, 2014

In re Jane L. Fairweather
   Bankr. D. Md. Case No. 14-20847
      Chapter 11 Petition filed July 8, 2014

In re Lake Town Realty, LLC
   Bankr. D. Mass. Case No. 14-13256
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/mab14-13256.pdf
         represented by: Norman Novinsky, Esq.
                         NOVINSKY & ASSOCIATES
                         E-mail: nnovinsky@msn.com

In re Mr. City Realty, LLC
   Bankr. D. Mass. Case No. 14-13257
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/mab14-13257.pdf
         represented by: Norman Novinsky, Esq.
                         NOVINSKY & ASSOCIATES
                         E-mail: nnovinsky@msn.com

In re New York Southern Live System
   Bankr. S.D.N.Y. Case No. 14-12007
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/nysb14-12007.pdf
         represented by: Scott S. Markowitz, Esq.
                         TARTER KRINSKY & DROGIN, LLP
                         E-mail: smarkowitz@tarterkrinsky.com

In re Geraghty Suarez, LLP
   Bankr. S.D.N.Y. Case No. 14-12016
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/nysb14-12016.pdf
         represented by: James M. Sullivan, Esq.
                         MOSES SINGER, LLP
                         E-mail: jsullivan@mosessinger.com

In re Bradford Joseph Moss
   Bankr. M.D. Tenn. Case No. 14-05431
      Chapter 11 Petition filed July 8, 2014

In re OIS Investments, Inc.
   Bankr. W.D. Tex. Case No. 14-51782
     Chapter 11 Petition filed July 8, 2014
         See http://bankrupt.com/misc/txwb14-51782.pdf
         represented by: William R. Davis, Jr., Esq.
                         LANGLEY & BANACK, INC.
                         E-mail: wrdavis@langleybanack.com

In re Terrence L Mason and Tracey L. Mason
   Bankr. N.D. W.Va. Case No. 14-00769
      Chapter 11 Petition filed July 8, 2014



                             *********

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.


                  *** End of Transmission ***